FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden hours per response... 0.5

(Print or Type Responses)
1. Name and Address of Reporting Person *
Newcan Investment Partners LLC
   2. Issuer Name and Ticker or Trading Symbol
CLS Holdings USA, Inc. [CLSH] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
16047 COLLINS AVENUE, APT. 503		 3. Date of Earliest Transaction (Month/Day/Year)
03/12/2018
(Street)

SUNNY ISLES BEACH, FL 33160		 4. If Amendment, Date Original Filed(Month/Day/Year)
 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)		 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)		 4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)		 5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)		 6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)		 7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 03/12/2018   M   50,685 A $ 0.3125 1,921,673 D  
Common Stock 03/12/2018   M   9,027 A $ 0.3125 1,930,700 D  
Common Stock 03/12/2018   M   427,187 A $ 0.3125 2,357,887 D  
Common Stock 03/12/2018   M   2,173,088 A $ 0.3125 4,530,975 D  
Common Stock 03/12/2018   M   236,810 A $ 0.3125 4,767,785 D  
Common Stock 03/12/2018   M   100,525 A $ 0.3125 4,868,310 D  
Common Stock 03/12/2018   M   377,898 A $ 0.3125 5,246,208 D  

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. SEC 1474 (9-02)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)		 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)		 5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)		 6. Date Exercisable and Expiration Date
(Month/Day/Year)		 7. Title and Amount of Underlying Securities
(Instr. 3 and 4)		 8. Price of Derivative Security
(Instr. 5)		 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)		 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)		 11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Convertible Promissory Note $ 0.3125 03/12/2018   M     $ 15,839 (1) 01/10/2017   (2) Common Stock 50,685 $ 0.3125 0 D  
Convertible Promissory Note $ 0.3125 03/12/2018   M     $ 2,821 (1) 01/10/2017   (2) Common Stock 9,027 $ 0.3125 0 D  
Convertible Promissory Note $ 0.3125 03/12/2018   M     $ 133,496 03/31/2017   (3) Common Stock 427,187 $ 0.3125 0 D  
Convertible Promissory Note $ 0.3125 03/12/2018   M     $ 679,090 08/23/2017   (4) Common Stock 2,173,088 $ 0.3125 0 D  
Convertible Promissory Note $ 0.3125 03/12/2018   M     $ 74,003 08/23/2017   (4) Common Stock 236,810 $ 0.3125 0 D  
Convertible Promissory Note $ 0.3125 03/12/2018   M     $ 31,414 10/09/2017   (5) Common Stock 100,525 $ 0.3125 0 D  
Convertible Promissory Note $ 0.3125 03/12/2018   M     $ 118,093 01/05/2018   (6) Common Stock 377,898 $ 0.3125 0 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Newcan Investment Partners LLC
16047 COLLINS AVENUE, APT. 503
SUNNY ISLES BEACH, FL 33160		     X    

Signatures

 /s/ Frank Koretsky, Sole Member   03/14/2018
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) Represents conversion of remaining unpaid interest that accrued on a convertible promissory note that was converted on May 31, 2017.
(2) The Note is convertible, at the election of the Reporting Person, at any time prior to payment or prepayment in full and matures on January 2, 2020.
(3) The Note is convertible, at the election of the Reporting Person, at any time prior to payment or prepayment in full and matures on April 1, 2020.
(4) The Note is convertible, at the election of the Reporting Person, at any time prior to payment or prepayment in full and matures on August 22, 2020.
(5) The Note is convertible, at the election of the Reporting Person, at any time prior to payment or prepayment in full and matures on October 8, 2020.
(6) The Note is convertible, at the election of the Reporting Person, at any time prior to payment or prepayment in full and matures on April 1, 2021.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.