8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): January 11, 2016

CANNAPHARMARX, Inc.

(Exact name of Registrant as specified in its charter)

Delaware	000-27055	24-4635140
(State or Other Jurisdiction of Incorporation or Organization)	(Commission File Number)	(I.R.S. Employer Identification No.)

0056 Edwards Village Blvd., Suite 124

PO Box 3000, PMB 106

Edwards, CO 81632

(Address of Principal Executive Offices)

856-376-0500

(Registrant's Telephone Number, Including Area Code)

PO Box 5035, Edwards, CO  81632

________________________________________

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

[_] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[_] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[_] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[_] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

SECTION 5 - CORPORATE GOVERNANCE AND MANAGEMENT

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On January 11, 2016, Wendy DiCicco resigned as a Director of the Company.  Her resignation was accepted at the time by then-Interim President Jim Smeeding.  A copy of Ms. DiCicco's resignation is attached to this Report as Exhibit 99.1.

SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS

Item 9.01 Financial Statements and Exhibits

(d) Exhibits. The following is a complete list of exhibits filed as part of this Report. Exhibit numbers correspond to the numbers in the exhibit table of Item 601 of Regulation S-K.

Exhibit No.	Description
99.1	Resignation of Wendy DiCicco

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

CannaPharmaRx, Inc.

By:

____/s/ Gary Herick_________________

Gary Herick

Title: Acting CEO

Date: June 1, 2016

EX-99.1

EXHIBIT 99.1

January 11, 2016

Mr. Jim Smeeding
Mr. Robert Liess

Mr. David Pohl

Mr. Steve Rule

Mr. Elie Khalifie

Canna Pharma Rx
1 Collins Drive; Suite 100

Carneys Point NJ 08069

Dear CannaPharma Rx Board of Directors,

Please accept my resignation from the board of directors of CannaPharma Rx.  While I wish the remaining team the best of luck, several circumstances have changed which effect my ability to serve.  I was recruited to the board by Gerry and Jim and assisted them in the recruit of Chris, a highly recommended and competent CFO in the life sciences industry.  I was not willing to join the board of a public company (specifically as its audit committee chair) until Canna had recruited a competent CFO.  Once Chris was hired, I was comfortable accepting the role.  The change in management team and vacancy in the CFO role preclude me from continuing in the role as a member of the board of directors.  Please feel free to use me as a resource as you continue to pursue your strategic plans.

Sincerely,

/s/Wendy F. DiCicco

Wendy F. DiCicco

Cc:      Gary Herick
            Mathew Sherwood