UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended: ~~May~~November 3130, 2018

000-55513

Commission File Number

~~Apawthecary~~APAWTHECARY ~~Pets~~PETS USA (Exact name of registrant as specified in its charter)

Nevada 26-1679929
(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.)
c/o Bradley Kersch 1223 Fletcher Way, Port Coquitlam, British Columbia V3C 6B5
c/o Brad Kersch 619 S. Ridgeley Drive, Los Angeles, CA 90036
(Address of principal executive offices) (Zip Code)

(323) ~~634~~345-~~1000~~ 4587

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. x Yes ¨ No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). ¨ Yes x ¨ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company., or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act:

Large accelerated filer ¨ Accelerated filer ¨ Non-accelerated filer ¨ Smaller reporting company x (Do not check if a smaller reporting company) Emerging ~~Growth~~growth company x

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ¨x Yes x ¨ No

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court ¨ Yes ¨ No

APPLICABLE ONLY TO CORPORATE ISSUERS:

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date. As of ~~July~~January 14, ~~2018~~2019, we had 24,827,264 shares of common stock outstanding.

TABLE OFof CONTENTS

TABLE OF CONTENTS		2
PART I—FINANCIAL INFORMATION
PART I—FINANCIAL INFORMATION		3
Item 1.	Financial Statements.		3
Item 1.	Financial Statements.	3
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.		10
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.	10
Item 3.	Quantitative and Qualitative Disclosures About Market Risk.		12
Item 3.	Quantitative and Qualitative Disclosures About Market Risk.	12
Item 4.	Controls and Procedures.		12
Item 4.	Controls and Procedures.	12
PART II—OTHER INFORMATION
PART II—OTHER INFORMATION
Item 1.	Legal Proceedings.		13
Item 1.	Legal Proceedings.	13
Item 1A.	Risk Factors.		13
Item 1A.	Risk Factors.	13
Item 2.	Unregistered Sales of Securities and Use of Proceeds.		13
Item 2.	Unregistered Sales of Securities and Use of Proceeds.	13
Item 3.	Defaults Upon Senior Securities.		13
Item 3.	Defaults Upon Senior Securities.	13
Item 4.	Mine Safety Disclosures.		13
Item 4.	Mine Safety Disclosures.	13
Item 5.	Other Information.		13
Item 5.	Other Information.	13
Item 6.	Exhibits.		14
Item 6.	Exhibits.	14

2 ~~Table of Contents~~

PART I—FINANCIAL INFORMATION

Item 1. Financial Statements.

Apawthecary Pets ~~USA~~USAFinancial Statements(Expressed in U.S. Dollars)For the three month periods ended November 30, 2018 and 2017

Interim Financial Statements

(Expressed in U.S. Dollars)

For the three and nine month periods ended May 31, 2018 and 2017

(Unaudited)

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Apawthecary Pets USA

Balance Sheets

(Expressed in U.S. Dollars)

(Unaudited)

	May 31, 2018			August 31, 2017
	November 30,			August 31,
	2018			2018
Assets
Current assets
Cash and cash equivalents	$	5637,~~313~~842		$	1342,~~380~~594
Inventory	$	7,200		$	-7,200
Total current assets		6345,~~513~~042			1349,~~380~~794
Total Assets	$	6345,~~513~~042		$	1349,~~380~~794
Liabilities and Stockholders’ Deficit
Liabilities and Stockholders' Deficit
Current liabilities
Accounts payable and accrued liabilities	$	105,~~729~~439		$	5,~~333~~069
Accounts payable due to related parties (Note 3)		~~599~~551			~~599~~551
Due to related parties (Note 3)		70,673			70,673
Total current liabilities		8276,~~001~~663			76,~~605~~293
Total Liabilities		8276,~~001~~663			76,~~605~~293
Stockholders’ deficit
Stockholders' deficit
Capital stock (Note 4)
Authorized 75,000,000 of common shares, par value $0.001 Issued and outstanding 24,827,264 common shares issued and outstanding (August 31, 2017 - 23,977,264), par value $0.001		24,827			23,977
Authorized 75,000,000 of common shares, par value $0.001 Issued and outstanding 24,827,264 common shares issued and outstanding (August 31, 2018 - 24,827,264), par value $0.001		24,827			24,827
Additional paid in capital		349,223			~~265~~349,~~073~~223
Accumulated deficit		(~~392~~405,~~538~~670	)		(~~352~~400,~~275~~549	)
Total Stockholders’ Deficit		(18,488	)		(63,225	)
Total stockholders' deficit		(31,621	)		(26,499	)
Total Liabilities and Stockholders’ Deficit	$	63,513		$	13,380
Total Liabilities and Stockholders' Deficit	$	45,042		$	49,794

The accompanying notes are an integral part of these unaudited interim financial statements.

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Apawthecary Pets USA
Statements of Operations
(Expressed in U.S. Dollars)
(Unaudited)

	For the three months ended May 31, 2018			For the three months ended May 31, 2017			For the nine months ended May 31, 2018			For the nine months ended May 31, 2017
	For the three month period ended November 30, 2018			For the three month period ended November 30, 2017
Expenses
Operating Expenses
Professional fees	$	14,~~552~~620		$	38,~~000~~149			~~28,305~~			~~7,990~~
General and administrative)		377			1,999			11,958			5,783
General and administrative		502			8,323
Management fees (Note 3)		-			-			-			9,600
Total operating Expenses		5,122			16,472
Total expenses		1,929			4,999			40,263			23,373
Net loss	$	(5,122	)	$	(16,472	)
Net loss	$	(1,929	)	$	(4,999	)	$	(40,263	)	$	(23,373	)
Basic and diluted net loss per common share - basic and diluted		(0.00	)		(0.00	)
Basic and diluted net loss per common share	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.00	)
Weighted average number of common shares - basic and diluted		24,827,264			24,780,561
Weighted average number of common shares – basic and diluted		24,827,264			23,802,264			24,811,696			22,743,983

The accompanying notes are an integral part of these unaudited interim financial statements.

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Apawthecary Pets USA
Statements of Cash Flows
(Expressed in U.S. Dollars)
(Unaudited)

	For the nine months ended May 31, 2018			For the nine months ended May 31, 2017
	For the three month period ended November 30, 2018			For the three month period ended November 30, 2017
Cash flows from operating activities
Net loss	$	(405,~~263~~122	)	$	(2316,~~373~~472	)
Changes in operating assets and liabilities
Changes in operating asssets and liabilities:
Increase in inventory		(7,200	)		-
Increase (decrease) in inventory		-			(7,200	)
Increase in accounts payable and accrued liabilities		5,396			2,856
Increase (decrease) in accounts payable and accrued liabilities		370			4,804
Increase in accounts payable due to related parties		-			9,600
Cash flows used in operating activities		(4,752	)		(18,868	)
Cash flows used in operating activities		(42,067	)		(10,917	)
Cash flows from financing activities
Advances from related parties		-			10,000
Proceeds from common shares sold for cash		-			85,000
Proceeds from common shares sold for cash		85,000			-
Cash provided by financing activities		-			85,000
Cash provided by financing activities		85,000			10,000
Net increase in cash		(4,752	)		66,132
Net increase (decrease) in cash		42,933			(917	)
Cash and cash equivalents, beginning of year		42,594			13,380
Cash and cash equivalents, beginning of period		13,380			980
Cash and cash equivalents, end of year	$	37,842		$	79,512
Cash and cash equivalents, end of period	$	56,313		$	63
Supplemental disclosures of cash flow information
Non-cash investing and financing activities
Cash paid during the period for:
Shares issued in settlement of due to related parties	$	-		$	163,200
Interest	$	-		$	-
Income taxes		-			-

The accompanying notes are an integral part of these unaudited interim financial statements.

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Apawthecary Pets ~~USA~~USANotes ~~Notes~~ to Financial Statements (Expressed in U.S. Dollars) For the three ~~and nine~~ month periods ended ~~May~~November 3130, 2018 and 2017 (~~Expressed in U.S. Dollars) (~~Unaudited)

1. Nature and Continuance of Operations

Apawthecary Pets USA (~~formerly Bookedbyus Inc.) (~~the “Company”) was incorporated under the laws of the ~~State~~States of Nevada on December 27, 2007. The Company intends to operate in the pet industry.

On ~~April~~July 20 2017, the Company changed its name from Bookedbyus Inc. to Apawthecary Pets USA.

In the opinion of the management, all normal recurring adjustments which are necessary for a fair presentation of financial statements of the results for the ~~interim~~period ended ~~May~~November 3130, 2018, and 2017 have been included.

The Company’s ~~unaudited interim~~ financial statements as atof ~~May~~November 3130, 2018 and for the ~~nine~~ ~~months~~ period then ended have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. The Company has a loss of $405,~~263~~122 for the ~~nine~~three months period ended ~~May~~November 3130, 2018 ~~(2017~~and - $2316,~~373)~~472 ~~and~~for ~~has~~the athree ~~working~~months ~~capital~~period ~~deficit~~ended ofNovember ~~$18~~30,~~488~~ ~~at May 31, 2018~~2017. These factors raise substantial doubt about the ability of the Company to continue as a going concern.

Management cannot provide assurance that the Company will ultimately achieve profitable operations or become cash flow positive, or raise additional debt and/or equity capital. Management believes that the Company’s capital resources should be adequate to continue operating and maintaining its business strategy during the fiscal year ended August 31, ~~2018~~2019. However, if the Company is unable to raise additional capital in the near future, due to the Company’s liquidity problems, management expects that the Company will need to curtail operations, liquidate assets, seek additional capital on less favorable terms and/or pursue other remedial measures. These financial statements do not include any adjustments related to the recoverability and classification of assets or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

As atof ~~May~~November 3130, 2018, the Company was not engaged in continued business, and had significant expenses from early stage activities. Although management is currently attempting to implement its business plan and is seeking additional sources of financing, there is no assurance the activity will be successful. Accordingly, the Company must rely on its president to perform essential functions without compensation until a business operation can be commenced. The financial statements do not include any adjustments that may result from the outcome of this uncertainty.

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2.Basis ~~Significant~~of ~~Accounting Policies~~presentation

~~Basis~~The accompanying unaudited interim financial statements of ~~Presentation~~the Company have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission, and should be read in conjunction with the Company’s audited financial statement for the year ended August 31, 2018, as filed with the SEC on Form 10-K. In the opinion of management, all normal recurring adjustments which are necessary for a fair presentation of financial statements of the results for the interim period ended November 30, 2018, have been included. The results of operations for the interim periods are not necessarily indicative of the results to be expected for the full year. Notes to the financial statements which would substantially duplicate the disclosures contained in the audited financial statements for the most recent fiscal period ended August 31, 2018, as reported in the From 10-K have been omitted.

The accompanying unaudited interim financial statements of Apawthecary Pets USA have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission, and should be read in conjunction with the Company’s audited financial statements for the year ended August 31, 2017, as filed with the SEC on Form 10-K. In the opinion of management, all normal recurring adjustments which are necessary for a fair presentation of financial statements of the results for the interim period ended May 31, 2018, have been included. The results of operations for the interim periods are not necessarily indicative of the results to be expected for the full year. Notes to the financial statements which would substantially duplicate the disclosures contained in the audited financial statements for the most recent fiscal period ended August 31, 2017, as reported in the Form 10-K, have been omitted.

Inventory

Inventories are stated at the lower of cost or market ~~or net realizable value~~, using the first-in first-out method. Cost includes materials, labor and manufacturing overhead related to the purchase and production of inventories. The Company regularly review inventory quantities on hand, future purchase commitments with supplies, and the estimated utility of inventory. If the review indicates a reduction in utility below carrying value, the Company reduces the inventory to a new cost basis through a charge to cost of goods sold. ~~All inventory as of May 31, 2018 is finished goods.~~

Recent accounting pronouncements

The Company's management has evaluated all the recently issued accounting pronouncements through the filing date of these financial statements and does not believe that any of these pronouncements will have a material impact on the Company's financial position and results of operations.

3. Due to Related Parties and Related Party Transactions

~~During~~The ~~the~~outstanding ~~nine~~balance ~~months~~of ~~period ended May 31, 2018, the Company accrued~~ management fees inpayable ~~the amount of $Nil (2017 - $9,600)~~ to a consultant, Brad Kersch, who iswas under contract until December 31, 2016. ~~The~~is ~~outstanding balance of management fees payable was~~ $~~599~~551 as of ~~May~~November 3130, 2018 and ~~as of~~ August 31, ~~2017.~~2018 respectively.

As of ~~May~~November 3130, 2018, the Company ~~has~~utilized anoffice ~~undetermined~~space ~~amount~~located ~~use~~at of 619 S.Ridgley, Los Angeles CA ~~suite~~at ~~for~~no ancost. ~~indefinite~~The ~~period~~office ofspace ~~time~~is atoperated noby ~~cost~~a company with an officer in common.

As of ~~May~~November 3130, 2018, related parties of the Company ~~have~~had provided a series of loan, totaling $70,673 (August 31, ~~2017~~2018 - $70,673), for working capital purposes. These amounts are unsecured, interest free and are due on demand.

Yuying Liang has contributed uncompensated financial accounting services to ~~the~~Apawthecary ~~Company~~Pets USA.

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3On August 24, 2017 Apawthecary Pets USA entered into a license agreement with Solace Management Group Inc. ~~Due~~a toBritish ~~Related~~Columbia ~~Parties~~corporation. ~~and~~The ~~Related~~material ~~Party~~terms ~~Transactions~~of ~~(Continued)~~such license agreement are:

On1. ~~August~~Upon ~~24,~~execution ~~2017~~of the Agreement, the ~~Company~~Apawthecary ~~entered~~Pets ~~into~~USA shall provide a non-refundable license fee in the amount of $100,000 (the “License Fee”) to be held in an escrow account pursuant and subject to the terms of an escrow agreement whereby the License Fee will remain in the escrow account until the earlier of a $3,000,000 raise by the Licensee or after the Set-up Period. 2. Term of the License Agreement is 10 years with a 5 year renewal term. 3. The license is an exclusive, non-transferable, non-sub licensable license to manufacture, sell, represent, market, distribute and advertise the Licensed Products within the Territory on the terms and conditions set forth in the License Agreement and shall include access to, and use of, the Solace Products within the Territory on the terms and conditions set forth in the License Agreement and shall include access to, and use of, the Solace Management Group Inc.’s aLicensed ~~British~~Products ~~Columbia~~and ~~corporation~~Services, Marks, Manuals, brands, and the business format, formulations, methods, specifications, standards, and operating procedures. ~~The~~4. ~~material~~Apawthecary ~~terms~~Pets ofUSA ~~such~~shall ~~license~~pay ~~agreement~~the Solace Management Group Inc. for all packaging and shipment expenses to the Licensee at the then current market rate plus 20%. 5. Royalties will commence to accrue when the Licensed Products are: accepted by the Apawthecary Pets USA. Apawthecary Pets USA shall pay quarterly royalties in addition to the yearly royalty fee, 10% of sales based on the wholesale price of each item.

1. Upon execution of the Agreement, the Company shall provide a non-refundable license fee in the amount of $100,000 (the "License Fee") to be held in an escrow account pursuant and subject to the terms of an escrow agreement whereby the License Fee will remain in the escrow account until the earlier of a $3,000,000 raise by the Licensee or after the Set-up Period. 2. Term of the License Agreement is 10 years with a 5 year renewal term. 3. The license is an exclusive, non-transferable, non-sub licensable license to manufacture, sell, represent, market, distribute and advertise the Licensed Products within the Territory on the terms and conditions set forth in the License Agreement and shall include access to, and use of, the Solace Management Group Inc.’s Licensed Products and Services, Marks, Manuals, brands, and the business format, formulations, methods, specifications, standards, and operating procedures. 4. The Company shall pay the Solace Management Group Inc. for all packaging and shipment expenses to the Licensee at the then current market rate plus 20%. 5. Royalties will commence to accrue when the Licensed Products are accepted by the Company. The Company shall pay quarterly royalties in addition to the yearly royalty fee, 10% of sales based on the wholesale price of each item.

Solace Management Group Inc. owns the brand and intellectual property rights to Apawthecary Pets.

Apawthecary Pets Inc., a Canadian corporation licensed the brand and distribution rights for Apawthecary Pets for use in Canada from Solace Management Group Inc.

Solace Management Group Inc. and ~~the~~Apawthecary ~~Company~~Pets USA have an officer and director in common, Bradley Kersch. ~~The~~Apawthecary ~~Company~~Pets USA has negotiated a licensing and distribution agreement with Solace Management Group Inc. The $100,000 License fee has not been paid as of ~~May~~November 3130, 2018. ~~The Company does not have right to the license until such as been paid.~~

4. Capital Stock

The total authorized capital is 75,000,000 common shares with a par value of $0.001 per common share.

Issued and outstanding

The Company had 24,827,264 ~~and 23,977,264~~ common shares issued and outstanding as at ~~May~~November 3130, 2018 and ~~August~~November 3130, 2017, respectively.

During the nine months period ended May 31, 2018, the Company issued 850,000 common shares for cash proceeds of $85,000.

5. Correction of prior period information

During the review of the Company’s financial statements for the interim period May 31, 2018, the Company identified an error in the accounting and presentation of professional fee expense recorded due to double booked legal expense of $6,183 during the six months February 28, 2018. The professional fees should have been $26,753 but was recorded as $32,936 for the six months February 28, 2018, resulting in adjustments to previously reported financial statements of the Company for the six months February 28, 2018. In accordance with the SEC's Staff Accounting Bulletin Nos. 99 and 108 (SAB 99 and SAB 108), the Company evaluated this error and, based on an analysis of quantitative and qualitative factors, determined that the error was immaterial to the prior reporting period. However, if the adjustments to correct the cumulative effect of the above error had been recorded in the three and nine months ended May 30, 2018, the Company believes the impact would have been significant and would impact comparisons to prior periods. Therefore, as permitted by SAB 108, the Company corrected, in the current filing, previously reported results for the three and nine months ended May 31, 2018.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Management’s Discussion and Analysis

This section of the Form 10-Q includes a number of forward-looking statements that reflect our current views with respect to future events and financial performance. Forward-looking statements are often identified by words like believe, expect, estimate, anticipate, intend, project and similar expressions, or words which, by their nature, refer to future events. You should not place undue certainty on these forward-looking statements. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from our predictions.

Apawthecary Pets USA (formerly Bookedbyus Inc.) (the “Company”) was incorporated under the laws of the State of Nevada on December 27, 2007. The Company intends to operate in the pet industry. We have commenced only limited operations, primarily focused on organizational matters in connection with this offering. The Company has not yet implemented its business model.

Management cannot provide assurance that the Company will ultimately achieve profitable operations or become cash flow positive, or raise additional debt and/or equity capital. However, if the Company is unable to raise additional capital in the near future, due to the Company’s liquidity problems, management expects that the Company will need to curtail operations, liquidate assets, seek additional capital on less favorable terms and/or pursue other remedial measures. These financial statements do not include any adjustments related to the recoverability and classification of assets or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

As at May 31, 2018, the Company was not engaged in continued business but had made a modest profit from a consulting project in a prior period and had significant expenses from development stage activities. Although management is currently attempting to implement its business plan and has purchased inventory, it is seeking additional sources of financing, there is no assurance the activity will be successful. As of June 11, 2018, the company’s form S1 has been deemed effective by the Securities exchange commission, where the company can now sell registered securities for a total amount of $3million. Accordingly, the Company must rely on its president to perform essential functions without compensation until a business operation can be commenced. These factors raise substantial doubt about the ability of the Company to continue as a going concern. The financial statements do not include any adjustments that may result from the outcome of this uncertainty.

On August 24, 2017, Apawthecary Pets USA entered into a license agreement with Solace Management Group Inc. a British Columbia corporation. The material terms of such license agreement are:

1. Upon execution of the Agreement, the Apawthecary Pets USA shall provide a non-refundable license fee in the amount of $100,000 (the " “License Fee"”) to be held in an escrow account pursuant and subject to the terms of an escrow agreement whereby the License Fee will remain in the escrow account until the earlier of a $3,000,000 raise by the Licensee or after the Set-up Period. 2. Term of the License Agreement is 10 years with a 5 year renewal term. 3. The license is an exclusive, non-transferable, non-sub licensable license to manufacture, sell, represent, market, distribute and advertise the Licensed Products within the Territory on the terms and conditions set forth in the License Agreement and shall include access to, and use of, the Solace Management Group Inc.’s Licensed Products and Services, Marks, Manuals, brands, and the business format, formulations, methods, specifications, standards, and operating procedures. 4. Apawthecary Pets USA shall pay the Solace Management Group Inc. for all packaging and shipment expenses to the Licensee at the then current market rate plus 20%. 5. Royalties will commence to accrue when the Licensed Products are accepted by the Apawthecary Pets USA. Apawthecary Pets USA shall pay quarterly royalties in addition to the yearly royalty fee, 10% of sales based on the wholesale price of each item.

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Solace Management Group Inc. owns the brand and intellectual property rights to Apawthecary Pets.

Apawthecary Pets Inc., a Canadian corporation licensed the brand and distribution rights for Apawthecary Pets for use in Canada from Solace Management Group Inc. ~~Both parties mutually agree the Company does not have right to the license until such as been paid.~~

Solace Management Group Inc. and Apawthecary Pets USA have an officer and director in common, Bradley Kersch. Apawthecary Pets USA has negotiated a licensing and distribution agreement with Solace Management Group Inc. The $100,000 License fee has not been paid as of August 31, 2018.

Capital Resources and Liquidity

Our auditors have issued a “going concern” opinion, meaning that there is substantial doubt if we can continue as an on-going business unless we obtain additional capital. No substantial revenues from our planned business model are anticipated until we have raised sufficient monies to implement our business model. The Company will need to seek capital from other resources such as private placements in the Company’s common stock or debt financing, which may not even be available to the Company. However, if such financing were available, because we are a development stage company with no or limited operations to date, it would likely have to pay additional costs associated with such financing and in the case of high risk loans be subject to an above market interest rate. At such time these funds are required, management would evaluate the terms of such financing. If the company cannot raise additional proceeds via such financing, it would be required to cease business operations.

AsThe ofCompany ~~May~~will ~~31,~~need ~~2018,~~to weseek ~~had~~capital ~~$56,313~~from inother ~~cash~~resources such as ~~compared~~private toplacements ~~$13,380~~or asin atthe ~~August~~Company’s ~~31,~~sales ~~2017. As~~ of ~~the~~registered ~~date~~securities, ofor ~~this~~debt ~~Form 10-Q~~financing, ~~the~~which ~~current~~may ~~funds~~not even be available to the Company. ~~will~~However, ~~not~~if besuch ~~sufficient~~financing towere ~~fund~~available, ~~the~~because ~~expenses~~we ~~related~~are toa ~~the~~development ~~implementation~~stage ofcompany ~~our~~with ~~business~~no ~~and~~or ~~continue~~limited ~~maintaining~~operations ato ~~reporting~~date, ~~status.~~it ~~The~~would ~~Company’s~~likely ~~sole~~have ~~officer~~to ~~and~~pay ~~director,~~additional ~~Mr.~~costs ~~Kersch~~associated ~~has~~with ~~indicated~~such ~~that~~financing heand ~~may~~in bethe ~~willing~~case toof ~~provide~~high arisk ~~maximum~~loans ofbe ~~$20,000,~~subject ~~required~~ to ~~maintain~~an ~~the~~above ~~reporting~~market ~~status,~~interest inrate. ~~the~~At ~~form~~such oftime athese ~~non-secured~~funds ~~loan~~are ~~for~~required, ~~the~~management ~~next~~would ~~twelve~~evaluate ~~months as~~ the ~~expenses~~terms ~~are~~of ~~incurred~~such iffinancing. noIf ~~other~~the ~~proceeds~~company ~~are~~cannot ~~obtained~~raise byadditional ~~the~~proceeds ~~Company.~~via ~~However~~such financing, ~~there~~it iswould nobe ~~contract~~required orto ~~written~~cease ~~agreement~~business ~~in place~~operations.

As of November 30, 2018, we had $37,842 in cash as compared to $42,594 as of August 31, 2018. As of the date of this Form 10-Q, management believes that the Company’s capital resources should be adequate to continue operating and maintaining its business strategy during the fiscal year ended August 31, 2019. However, if the Company is unable to raise additional capital in the near future, due to the Company’s liquidity problems, management expects that the Company will need to curtail operations, liquidate assets, seek additional capital on less favorable terms and/or pursue other remedial measures.

We do not anticipate researching any further products nor the purchase or sale of any significant equipment. We also do not expect any significant additions to the number of employees.

Results of Operations

We had $nil in revenue for the ~~nine~~three month period ended ~~May~~November 3130, 2018 as compared to revenue for ~~nine~~three month period ended ~~May~~November 3130, 2017 of $nil.

Total ~~operating~~ expenses ~~for~~in the three- month period ended ~~May~~November 3130, 2018 were $15,~~929~~122 as compared to total ~~operating~~ expenses for the three month period ended ~~May~~November 3130, 2017 of $416,~~999~~472 resulting in a net loss for the three month period ended ~~May~~November 3130, 2018 of $15,~~929~~122 as compared to a net loss of $416,~~999~~472 for the three ~~month~~months ~~period~~ ended ~~May~~November 3130, 2017. The net loss for the three ~~months~~month period ended ~~May~~November 3130, 2018 is ~~$1,929,~~a result of ~~which~~Professional ~~was~~fees ~~for~~of $14,~~552~~620 ~~professional~~comprised ~~fees~~of legal and ~~$377~~accounting ~~general~~fees, General and administrative ~~expenses.~~expense of $502 and Management fees of $nil as compared to the net loss for the three month period ended ~~May~~November 3130, 2017 of $416,~~999~~472 iswas a result of ~~professional~~Professional fees of $38,~~000~~149 comprised of legal and accounting fees, ~~general~~General and administrative expense of $18,~~999~~323, ~~and~~Management ~~management~~ fees of $nil.

Total operating expenses for the nine month period ended May 31, 2018 were $40,263 as compared to total operating expenses for the nine month period ended May 31, 2017 of $23,373 resulting in a net loss for the nine month period ended May 31, 2018 of $40,263 as compared to a net loss of $23,373 for nine month period ended May 31, 2017. The net loss for the nine month period ended May 31, 2018 is a result of professional fees of $28,305, general and administrative expense of $11~~,958,~~ ~~management~~Table ~~fees~~ of $nil as compared to the net loss for the nine month period ended May 31, 2017 of $23,373 which was a result of professional fees of $7,990 comprised of legal and accounting fees, general and administrative expense of $5,783 management fees of $9,600. Contents

Off-balance sheet arrangements

The Company has no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect or change on the company’s financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors. The term “off-balance sheet arrangement” generally means any transaction, agreement or other contractual arrangement to which an entity unconsolidated with the company is a party, under which the company has (i) any obligation arising under a guarantee contract, derivative instrument or variable interest; or (ii) a retained or contingent interest in assets transferred to such entity or similar arrangement that serves as credit, liquidity or market risk support for such assets.

11 Table of Contents

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information required under this item.

Item 4. Controls and Procedures.

Disclosure Controls and Procedures

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported, within the time period specified in the SEC's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Securities Exchange Act of 1934 is accumulated and communicated to management including our principal executive officer and principal financial officer as appropriate, to allow timely decisions regarding required disclosure.

In connection with this quarterly report, as required by Rule 15d-15 under the Securities Exchange Act of 1934, we have carried out an evaluation of the effectiveness of the design and operation of our company's disclosure controls and procedures. This evaluation was carried out under the supervision and with the participation of our company's management, including our company's principal executive officer and principal financial officer. Based upon that evaluation, our company's principal executive officer and principal financial officer concluded that subject to the inherent limitations noted in this Part II, Item 9A(T) as of ~~May~~November 3130, 2018, our disclosure controls and procedures were not effective due to the existence of material weaknesses in our internal controls over financial reporting.

Changes in Internal Control Over Financial Reporting

There were no changes in our internal control over financial reporting (as defined in Rule 13a-15(f) or 15d-15(f)) during the quarter ended ~~May~~November 3130, 2018 that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

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PART II—OTHER INFORMATION

Item 1. Legal Proceedings.

Currently we are not involved in any pending litigation or legal proceeding.

Item 1A. Risk Factors.

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

Item 2. Unregistered Sales of Securities and Use of Proceeds.

None

Item 3. Defaults Upon Senior Securities.

None

Item 4. Mine Safety ~~Disclosure~~Diclosure.

None

Item 5. Other Information.

(a) None

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Item 6. Exhibits.

The following documents are filed as a part of this report or are incorporated by reference to previous filings, if so indicated:

Exhibit No.		Description
3.1		Certificate of Amendment as previously filed with the SEC on Form S-1 on September 15, 2017
3.2		By-Laws Inc. as previously filed with the SEC on Form S-1 on September 7, 2011
31.1		Certification of Chief Executive Officer Pursuant to Rule 13a–14(a) or 15d-14(a) of the Securities Exchange Act of 1934
31.2		Certification of Chief Financial Officer Pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934*
32.1		Certification of Chief Executive Officer under Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2		Certification of Chief Financial Officer under Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002**
101		Interactive data files pursuant to Rule 405 of Regulation S-T

~~_______________~~_______

* Included in Exhibit 31.1

** Included in Exhibit 32.1

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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 thereunto duly authorized.

	APAWTHECARY PETS USA
	Apawthecary Pets USA
July 23, 2018	By:	/s/ Bradley Kersch
Date: January 14, 2019	By:	/s/ Brad Kersch
		Bradley Kersch
		Brad Kersch
		President, Chief Executive Officer (Principal Executive Officer) and Director
		President and Director
		Principal Executive Officer
		Principal Financial Officer

Nevada		26-1679929
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)
c/o Bradley Kersch 1223 Fletcher Way, Port Coquitlam, British Columbia		V3C 6B5
c/o Brad Kersch 619 S. Ridgeley Drive, Los Angeles, CA		90036
(Address of principal executive offices)		(Zip Code)

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