UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)

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

For the fiscal year ended August 31, ~~2018~~2019

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

For the transition period from ~~____________to~~________________ ~~_____________~~to ________________

333-176705

Commission file number

APAWTHECARY 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 Brad Kersch 619 S. Ridgeley Drive, Los Angeles, CA		90036
(Address of principal executive offices)		(Zip Code)

c/o Brad Kersch 619 S. Ridgeley Drive, Los Angeles, CA		90036
(Address of principal executive offices)		(Zip Code)

(323) 345-4587

Registrant’s telephone number, including area code

Securities registered pursuant to Section 12(b) of the Act:

None

Securities registered pursuant to section 12(g) of the Act:

None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. ¨ Yes x No

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. ¨ Yes x No

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 ¨ x 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 if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ¨ 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. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ¨ Non-accelerated filer ¨ Accelerated filer ¨ Smaller reporting company x (Do not check if a smaller reporting company) Emerging 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 Act). ¨ Yes x No

APPLICABLE ONLY TO REGISTRANTS 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 Section 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 REGISTRANTS)

Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date. As of December 1413, ~~2018,~~2019 24,827,264 common shares are Issued and Outstanding.

PART I

Item 1. Business.

Apawthecary Pets USA was formerly known as Bookedbyus Inc., a development stage company, which was formed on December 27, 2007. Bookedbyus Inc. had commenced limited operations, primarily focused on organizational matters. The Company had not yet implemented its business model and has generated $31,502 in revenue since inception from consulting projects unrelated to our planned business model and has incurred losses of $~~400~~436,~~549~~946 through August 31, ~~2018~~2019.

On ~~January~~July 120, ~~2011,~~2017 the Company ~~entered~~changed ~~into~~its anname ~~agreement~~to ~~(the~~Apawthecary ~~“License~~Pets Agreement”) with Digital Programa Inc. The Company has licensed the Digital Programa System which is digital media management software which emphasizes a touch-optimized web framework for smart phones and tablets. The basic terms of the License Agreement are as follows:USA

1)On ~~Digital~~August ~~Programa Inc. has granted exclusive license to the Company to market and sell certain software systems~~24, as2017 ~~defined~~Apawthecary inPets ~~the~~USA ~~License~~entered ~~Agreement,~~into ~~which~~a consists of eDrive and iDrive (the “System”), exclusively in Canada and the United States; 2) The Company issued 1,000,000 common shares of the Company, valued at $0.005 per share, to Digital Programa Inc. for initial, non-recurring, non-refundable license ~~fee;~~agreement 3)with ~~The~~Solace ~~Company~~Management isGroup ~~required to pay Ditgal Programa~~ Inc. a 5%British ~~royalty~~Columbia oncorporation. ~~gross revenues for each month from the sales of the System software; and 4)~~ The ~~License~~material ~~Agreement~~terms ~~shall remain in effect for a period~~ of 10such years, commencing on 1 January 2011, and the Company has the option to renew the License Agreement for an additional 10 year term provided that the Company pay then current renewal fee, which shall be no greater than 10% of the then current license ~~fee~~agreement ~~charged by Digital Programa Inc. for new licensees.~~are:

~~Digital~~1. ~~Programa~~Upon ~~Inc.~~execution of the Agreement, Apawthecary Pets USA shall provide a non-refundable license fee in the amount of $100,000 (the “DPLicense Fee”) isto abe ~~privately~~held ~~owned~~in an escrow account pursuant and ~~controlled~~subject ~~corporation~~to ~~located~~the atterms ~~Plaza~~of ~~2000~~an ~~Building~~escrow agreement whereby the License Fee will remain in the escrow account until the earlier of a $3,000,000 Praise by the Licensee or after the Set-up Period.O 2. ~~Box~~Term ~~0815-01117,~~of ~~50th~~the ~~Street~~Licence ~~Panama,~~Agreement ~~Republic~~is of10 ~~Panama~~years with a 5 year renewal term. DP3. ~~develops~~The ~~digital~~license ~~media~~is ~~management~~an ~~and~~exclusive, ~~workflow~~non-transferable, ~~automation~~non-sub ~~system~~licensable ~~software~~license ~~for~~to manufacture, sell, represent, market, distribute and advertise the ~~entertainment~~Licensed ~~business.~~Products DPwithin ~~has~~the ~~developed~~Territory anon ~~online~~the ~~digital~~terms ~~collaboration~~and ~~management~~conditions ~~system~~set ~~that~~forth ~~corporations~~in ~~who~~the ~~create~~License Agreement and ~~distribute~~shall ~~rich~~include ~~media~~access ~~(photo~~to, ~~audio~~ and ~~video~~use asof, ~~well~~the asSolace ~~other~~Management ~~digital~~Group ~~assets~~Inc.’s ~~like~~Licensed ~~documents)~~Products and Services, ~~find~~Marks, ~~organize~~Manuals, ~~securely~~brands, ~~share~~and the business format, ~~distribute~~formulations, ~~store~~methods, ~~and~~specifications, ~~view~~standards, ~~such~~and ~~rich~~operating ~~media~~procedures. ~~The~~4. DPApawthecary ~~software~~Pets ~~solution~~USA isshall apay ~~group~~the ofSolace ~~web~~Management ~~services~~Group ~~that~~Inc. ~~permits~~for ~~enterprises~~all packaging and shipment expenses to ~~upload,~~the ~~download,~~Licensee ~~search,~~at ~~collaborate,~~the ~~notify,~~then ~~track~~current ~~usage~~market ~~and~~rate ~~authenticate~~plus ~~users~~20%. 5. Royalties will commence to ~~perform~~accrue ~~authorized~~when ~~transactions~~the ~~with~~Licensed ~~digital~~Products ~~media~~are accepted by the Apawthecary Pets USA. Apawthecary Pets USA shall pay quarterly royalties in addition to the yearly royalty fee, ~~all~~10% of ~~which~~sales ~~are~~based ~~easily~~on ~~logged~~the ~~and~~wholesale ~~reported~~price of each item.

WeApawthecary ~~intended~~Pets toInc., ~~market~~a ~~two~~Canadian ~~software~~corporation, ~~applications~~licensed ~~developed~~the bybrand ~~DP:~~and ~~“eDrive”~~distribution ~~and~~rights ~~“iDrive”~~for Apawthecary Pets for use in Canada from Solace Management Group Inc. ~~eDrive~~Apawthecary isPets aInc. ~~web~~licensed the same brand and ~~email~~products ~~based~~that ~~rich~~were ~~media~~licensed ~~application~~by ~~that~~Apawthecary ~~allows~~Pets ~~clients~~USA tohowever ~~push~~Apawthecary ~~rich~~Pets ~~media~~Inc.’s ~~marketing~~distribution ~~material~~rights are restricted to ~~its~~Canada. ~~customers~~Apawthecary ~~with~~Pets aInc. ~~fully~~is ~~integrated~~not ~~back~~affiliated ~~end~~with ~~including~~Apawthecary ~~business~~Pets ~~analytics~~USA. ~~eDrive,~~Apawthecary ~~allows~~Pets ~~companies~~Inc.’s tosole ~~market~~shareholder ~~their~~and ~~message~~sole orofficer ~~product~~Tami ~~directly~~Kersch has a 13% ownership in Apawthecary Pets USA and is married to ~~their~~Bradley ~~customers~~Kersch the Company’s President, Director and significant shareholder.

~~The~~Solace ~~Company~~Management ~~has~~Group ~~not yet implemented its business model~~Inc. Weand ~~must~~Apawthecary ~~raise~~Pets ~~cash~~USA tohave ~~implement~~an ~~our~~officer ~~strategy~~ and ~~stay~~director in ~~business. In the event we do not raise any proceeds~~common, ~~the~~Bradley ~~Company’s~~Kersch. ~~existing~~Apawthecary ~~cash~~Pets ~~will~~USA ~~not~~has benegotiated ~~sufficient to fund the expenses related to maintaining~~ a ~~reporting~~licensing ~~status~~ and todistribution ~~implement~~agreement ~~its~~with ~~planned~~Solace ~~business.~~Management ~~Accordingly,~~Group ~~the Company has abandoned its business related to Digital Programma~~ Inc. ~~and the Digital Programma System. The Company intends to implement a different business plan; a business that will sell 100% all natural hemp infused wellness treats for dogs, cats and horses.~~

OnThe ~~July~~Company 20has raised $102,500 ~~2017~~through recent sales of its common stock. In the event we do not raise any proceeds from this offering, the Company’s ~~changed~~existing cash will not be sufficient to maintaining a reporting status and to implement its ~~name~~planned business. The Company will continue to ~~Apawthecary~~raise ~~Pets~~money ~~USA~~through private placements of its common stock.

OnThe ~~August~~Company’s ~~24,~~auditors ~~2017~~have ~~Apawthecary~~issued ~~Pets~~an ~~USA~~opinion ~~entered~~that ~~into~~the ability of the Company to continue as a ~~license~~going ~~agreement~~concern ~~with~~is ~~Solace~~dependent ~~Management~~on ~~Group~~raising ~~Inc.~~capital ato ~~British~~fund ~~Columbia~~its ~~corporation~~business plan and ultimately to attain profitable operations. ~~The~~Accordingly, ~~material~~these ~~terms~~factors ofraise ~~such~~substantial ~~license~~doubt ~~agreement~~as ~~are:~~to the Company’s ability to continue as a going concern.

1.Our ~~Upon~~business ~~execution~~office ofis ~~the~~located ~~Agreement,~~at ~~Apawthecary~~297 ~~Pets~~Kingsbury ~~USA~~Grade ~~shall~~Suite ~~provide a non-refundable license fee in the amount of $~~100,~~000~~ ~~(the~~Lake ~~"License~~Tahoe ~~Fee")~~NV ~~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~~89449-4470,~~000,000~~ ~~raise~~our bytelephone ~~the~~number ~~Licensee or after the Set-up Period. 2. Term of the Licence Agreement~~ is 10(323) ~~years with a 5 year renewal term. 3. The license is an exclusive, non~~345-~~transferable,~~4587 ~~non-sub licensable license to manufacture, sell, represent, market, distribute~~ and ~~advertise~~our ~~the~~fax ~~Licensed~~number ~~Products~~is ~~within~~(323) ~~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~~634-1001.’s ~~Licensed~~Our ~~Products~~United ~~and~~States ~~Services, Marks, Manuals, brands,~~ and ~~the~~registered ~~business~~statutory ~~format,~~office ~~formulations,~~is ~~methods,~~located ~~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~~297 ~~then~~Kingsbury ~~current~~Grade, ~~market~~Lake ~~rate~~Tahoe ~~plus~~NV ~~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~~89449-4470, ~~10%~~telephone ofnumber ~~sales~~(800) ~~based on the wholesale price of each item~~553-0615.

2Product Overview

Apawthecary ~~Pets~~Treats ~~Inc~~are wellness treats infused with our proprietary blend of plant-based ingredients., aAMERICAN ~~Canadian~~made ~~corporation,~~with ~~licensed~~non-GMO ~~the~~human ~~brand~~grade ~~and~~food ~~distribution~~ingredients. ~~rights~~Our ~~for~~products ~~Apawthecary~~are ~~Pets~~created ~~for~~to ~~use~~help inmaintain ~~Canada~~health and alleviate aches and pains from ~~Solace~~injury ~~Management~~or ~~Group~~old ~~Inc~~age. Apawthecary ~~Pets~~is ~~Inc.~~committed ~~licensed~~to ~~the~~researching ~~same~~and ~~brand~~developing ~~and~~pet treat products ~~that~~using ~~were~~all ~~licensed~~natural byingredients. ~~Apawthecary~~We ~~Pets~~source ~~USA~~organic ~~however~~wherever ~~Apawthecary~~we ~~Pets Inc~~can.’s ~~distribution~~Our ~~rights~~treats are ~~restricted~~for tooverall ~~Canada.~~health ~~Apawthecary~~benefits, ~~Pets~~from ~~Inc.~~pain isto ~~not~~calming. ~~affiliated~~200g ~~with~~bags, Apawthecary ~~Pets~~Tinctures ~~USA.~~- Apawthecary ~~Pets~~Pet ~~Inc.’s~~Tinctures ~~sole~~higher ~~shareholder~~concentrate ~~and~~of ~~sole~~hemp ~~officer~~terpenes ~~Tami~~per ~~Kersch~~30ml ~~has~~bottles. aThe ~~13%~~concentrates ~~ownership~~come in ~~Apawthecary~~Bacon ~~Pets~~flavour ~~USA~~ and isSeafood ~~married~~flavouring toIngredients:Hemp ~~Bradley~~Terpenes, ~~Kersch~~MCT ~~the~~Oil, ~~Company’s~~Natural ~~President,~~flavourings. ~~Director~~(no ~~and~~animal ~~significant~~by ~~shareholder~~products) For pain and anxiety.

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.2

~~The~~Apawthecary’s ~~Company~~- ~~has~~Wild ~~raised~~Tails- ~~$102~~Meal replacement bars: COMPLETE K9 MEAL BARS ON THE GO! Made with 100% grain-free,~~500~~ ~~through~~all ~~recent~~natural, ~~sales~~human ofgrade ~~its~~ingredients. ~~common~~Convenient, ~~stock~~healthy, premium products interchangeable with regular dog food. InFour ~~the~~Flavours ~~event~~–Pumpkin, wePeanut doButter, ~~not~~Bacon, ~~raise~~Beef ~~any~~Wrinkles ~~proceeds~~by ~~from~~APAWTHECARY ~~this~~PETS ~~offering~~All-natural organic face cream specially formulated to treat & prevent skin fold disease, infection & discomfort. For treating & preventing: Skin fold dermatitis, Yeast & bacterial infections, Redness, chaffing, inflammation, Crusty buildup, Sores, pimples, scabbing, Interdigital cysts, Itchy, flaky skin, hair loss, baldness, Unpleasant odor. Hot Spot by APAWTHECARY PETS 100% all-natural organic salve specially formulated to treat “hot spots” Hotspots are essentially an immune-mediated response of the ~~Company’s~~skin. ~~existing~~They ~~cash~~appear ~~will~~as ~~not~~red, bemoist, ~~sufficient~~irritated, sometimes oozy skin lesions. Nose Soother by APAWTHECARY PETS 100% all-natural organic salve specially formulated to ~~maintaining~~treat Crusty and damaged noses. May heal crusty, dry, cracked, chapped, even bleeding dog noses. Our cream for dog’s noses is a ~~reporting~~synergistic, ~~status~~perfect ~~and~~blend toof ~~implement~~organic, ~~its~~vegan, ~~planned~~nourishing, ~~business~~healing and moisturizing ingredients. ~~The~~Snout ~~Company~~Soother ~~will~~can ~~continue~~be applied to ~~raise~~a ~~money~~dog’s ~~through~~nose ~~private~~to ~~placements~~treat ofpainful cracking and dryness as well as a preventative with its ~~common~~natural ~~stock~~sunscreen elements.

~~The~~Pet ~~Company~~Paw Protection: 100% All Natural Organic Pet Paw Protection Wax. Prevent damage and paw conditions with Apawthecary’s ~~auditors~~Paw ~~have~~Protection. ~~issued~~The anpaw ~~opinion~~protection ~~that~~comes ~~the~~in ~~ability~~wax ofform and provides protection even in the ~~Company~~most toextreme ~~continue~~conditions. asRecommended afor ~~going~~dogs ~~concern~~who isdon’t ~~dependent~~like boots on ~~raising~~their ~~capital~~feet! toHorse ~~fund~~Tincture: ~~its~~100% ~~business~~All ~~plan~~Natural Organic tincture for horses. Specifically formulated and ~~ultimately~~flavored tofor ~~attain~~horses. ~~profitable~~Apple ~~operations~~cinnamon flavour in a 50ml bottle contains 250mg of hemp terpenes / medicine Vet-Line: Our Vet-Line of tinctures have been specially formulated for use by and recommended by Veterinarians. ~~Accordingly,~~This ~~these~~line ~~factors~~of ~~raise~~tinctures ~~substantial~~are ~~doubt~~higher asin toHemp ~~the~~medicine ~~Company’s~~than ~~ability~~our toregular ~~continue~~tinctures asand aare ~~going~~only ~~concern~~sold through Veterinarians. From 120mg to 2000mg dosages.

Our business office is located at 297 Kingsbury Grade Suite 100, Lake Tahoe NV 89449-4470, our telephone number is (323) 345-4587 and our fax number is (323) 634-1001. Our United States and registered statutory office is located at 297 Kingsbury Grade, Lake Tahoe NV 89449-4470, telephone number (800) 553-0615.3

~~Product~~According ~~Overview~~to the American Pet Products Association, The USA pet industry has tripled in size since 1994 from annual revenues of $17 billion to over $60 billion today. (American Pet Products Association’s U.S. Pet Industry Spending Figures & Outlook) This dramatic rise can be linked to three significant paradigm shifts:

~~Apawthecary Treats are wellness treats infused with our proprietary blend of plant-based ingredients~~1. ~~AMERICAN~~The ~~made~~awareness ~~with non-GMO human grade food ingredients. Our products are created to help maintain health~~ and ~~alleviate~~acceptance ~~aches~~of ~~and~~pets ~~pains~~being ~~from~~a ~~injury~~member orof ~~old~~our ~~age.~~family ~~Apawthecary is committed to researching and developing pet treat products using all natural ingredients~~2. WeThe ~~source~~increasing ~~organic~~focus ~~wherever~~on weproduct ~~can. Our treats are for overall health benefits~~‘premium’, ~~from~~wellness ~~pain~~and toquality ~~calming. 200g bags, Apawthecary Tinctures - Apawthecary Pet Tinctures higher concentrate~~ of ~~hemp~~life ~~terpenes~~in ~~per~~our ~~30ml~~society ~~bottles~~3. ~~The~~Rising ~~concentrates~~awareness ~~come~~of infood ~~Bacon~~safety ~~flavour~~ and ~~Seafood~~security ~~flavouring~~concerns ~~Ingredients:~~related ~~Hemp~~to ~~Terpenes,~~continuing ~~MCT~~pet ~~Oil,~~food ~~Natural flavourings. (no animal by products) For pain and anxiety.~~recalls

3Apawthecary Pet’s initial hemp-based treats and tinctures will compete in the ‘wellness pet treat or functional chew’ category. This market segment continues to grow as sophisticated ‘treat’ formulas provide functional health benefits and attract supplement consumers.

Apawthecary Pet’s ~~- Wild Tails- Meal replacement bars: COMPLETE K9 MEAL BARS ON THE GO! Made with 100% grain-free, all natural, human grade ingredients. Convenient, healthy, premium~~ products ~~interchangeable~~will ~~with~~be ~~regular~~sold ~~dog food. Four Flavours –Pumpkin~~online, ~~Peanut~~in ~~Butter,~~pet ~~Bacon,~~stores ~~Beef~~and ~~Wrinkles~~will bybe ~~APAWTHECARY~~offered ~~PETS~~as ~~All-natural~~an organic face cream specially formulated to treat & prevent skin fold disease, infection & discomfort. For treating & preventing: Skin fold dermatitis, Yeast & bacterial infections, Redness, chaffing, inflammation, Crusty buildup, Sores, pimples, scabbing, Interdigital cysts, Itchy, flaky skin, hair loss, baldness, Unpleasant odor. Hot Spot by APAWTHECARY PETS 100% allanti-~~natural~~inflammatory ~~organic~~and ~~salve specially formulated to treat “hot spots” Hotspots are essentially an immune~~anti-~~mediated~~anxiety ~~response~~supplement, offrom the ~~skin.~~supplement ~~They~~and ~~appear~~pet asmedication ~~red,~~market ~~moist,~~who ~~irritated,~~are ~~sometimes~~seeking ~~oozy~~more ~~skin~~natural ~~lesions. Nose Soother by APAWTHECARY PETS 100% all~~-~~natural~~ ~~organic~~yet ~~salve~~effective ~~specially~~alternatives ~~formulated~~ to ~~treat~~pharmaceutical ~~Crusty and damaged noses~~medicines. May heal crusty, dry, cracked, chapped, even bleeding dog noses. Our cream for dog’s noses is a synergistic, perfect blend of organic, vegan, nourishing, healing and moisturizing ingredients. Snout Soother can be applied to a dog’s nose to treat painful cracking and dryness as well as a preventative with its natural sunscreen elements.

Pet Paw Protection: 100% All Natural Organic Pet Paw Protection Wax. Prevent damage and paw conditions with Apawthecary’s Paw Protection. The paw protection comes in wax form and provides protection even in the most extreme conditions. Recommended for dogs who don't like boots on their feet! Horse Tincture: 100% All Natural Organic tincture for horses. Specifically formulated and flavored for horses. Apple cinnamon flavour in a 50ml bottle contains 250mg of hemp terpenes / medicineCompetition

4Several companies have similar offerings to Apawthecary. To managements best of knowledge, none have combined the benefits of hemp into an all-in-one product offering to the dog, cat and equestrian markets to date. With Apawthecary’s proprietary process we can infuse any product from jerky to bones with our enriched formulas.

~~Vet-Line:~~Popular ~~Our~~competitive ~~Vet-Line~~products ofinclude: ~~tinctures~~Zuke’s® ~~have~~‘Hip-Action’ ~~been~~Hip ~~specially formulated for use by~~ and ~~recommended~~Joint byChews, ~~Veterinarians.~~Pet ~~This~~Naturals® ~~line~~‘Calming’ ofSoft ~~tinctures~~Moist ~~are~~Chews, ~~higher~~Cloud inStar® ~~Hemp~~‘Dynamo ~~medicine~~Dog’ ~~than~~Hip ~~our regular tinctures~~ and ~~are~~Joint ~~only~~Treats, ~~sold~~Blue ~~through~~Buffalo® ~~Veterinarians.~~‘Jolly ~~From~~Joints’ ~~120mg~~Jerky ~~to 2000mg dosages~~Treats.

~~According~~Hemp tosupplement ~~the~~products: ~~American~~There ~~Pet~~are ~~Products~~four ~~Association,~~companies ~~The~~that ~~USA~~we ~~pet~~know ~~industry~~of ~~has~~who ~~tripled~~are incurrently ~~size~~operating ~~since~~in ~~1994~~this ~~from~~category. ~~annual~~They ~~revenues~~are ofoffering ~~$17~~products ~~billion~~in tocapsule ~~over~~and ~~$60~~baked ~~billion~~biscuit ~~today.~~formats; ~~(American~~Canna-PetTM ~~Pet Products Association~~’sCanna-Biscuits’ ~~U.S.~~and ~~Pet~~capsules, ~~Industry~~Canna-CompanionTM ~~Spending~~Hemp ~~Figures~~capsules, &TreatiblesTM ~~Outlook)~~baked ~~This~~CBD ~~dramatic~~dog ~~rise~~biscuits ~~can~~and beTruLeaf ~~linked~~dog ~~to three significant paradigm shifts:~~chews.

1.Market The awareness and acceptance of pets being a member of our family 2. The increasing focus on product ‘premium’, wellness and quality of life in our society 3. Rising awareness of food safety and security concerns related to continuing pet food recallsOpportunity

Apawthecary Pets USA is an American hemp company positioning a niche in the fast growing and dynamic $60 billion American pet industry (http://www.americanpetproducts.org/press_industrytrends.asp ) with its line of Pet’s ~~initial~~products branded under “Apawthecary Pets”. Apawthecary has entered the natural pet product sector with a product line consisting of innovative hemp-based wellness pet products pet treats, ~~and~~pet tinctures, ~~will~~creams ~~compete~~and inslaves ~~the~~followed ~~‘wellness~~by ~~pet~~hemp ~~treat~~based orsupplements ~~functional~~for ~~chew’~~pets ~~category~~in the USA market. This ~~market~~will ~~segment~~lay ~~continues~~a toprofitable ~~grow~~foundation asfor ~~sophisticated~~the ~~‘treat~~company’s ~~formulas~~long-term ~~provide~~strategy ~~functional~~to ~~health~~secure ~~benefits~~a ~~and~~new ~~attract~~animal ~~supplement~~drug ~~consumers~~application for a Hemp-based pet medication sold via veterinary prescription in the $13.8 billion pet medication market.

~~Apawthecary~~Statistics ~~Pet’s~~show that consumers are looking for higher quality products ~~will~~that beaddress ~~sold~~health ~~online~~needs common to their pets, inwithout ~~pet~~having ~~stores~~to ~~and~~worry ~~will~~about befood ~~offered~~safety asor anharmful ~~anti-inflammatory~~side ~~and~~effects. ~~anti-anxiety~~Products ~~supplement~~containing hemp, ~~from~~including ~~the~~hemp ~~supplement~~seed ~~and~~oil, ~~pet~~hemp ~~medication~~protein ~~market~~and ~~who~~hemp terpenes, are ~~seeking~~gaining ~~more~~significant ~~natural~~acceptance -as ~~yet~~evidence ~~effective~~of ~~alternatives~~their tonutritional ~~pharmaceutical~~and ~~medicines~~medicinal effectiveness becomes recognized. (http://www.forbes.com/sites/nancygagliardi/2015/02/18/consumers-want-healthy-foods-and-will-pay-more-for-them/#236d595875c5)

~~Competition~~4

~~Several~~Apawthecary ~~companies~~is ~~have~~well-positioned ~~similar~~to ~~offerings~~meet tothe ~~Apawthecary.~~consumer Todemand ~~managements~~for ~~best~~innovative ofpet ~~knowledge~~health by marketing hemp-focused natural products that are professionally designed and, ~~none~~scalable ~~have~~for ~~combined~~sale in the ~~benefits~~USA ofmarket. The Apawthecary product line-up provides hemp-based ~~into~~antioxidant, joint and calming support in biscuit format and a liquid tincture that are currently sold successfully across Canada. Apawthecary Pets USA has acquired the worldwide rights, with an option to purchase the Canadian rights for the Apawthecary Pet brand and its proprietary formulations. The company will be introducing this line to the American market and will utilize all natural ingredients including but not limited hemp as the active ingredient for anti-ininflammatory and anti-~~one~~anxiety ~~product~~supplements ~~offering~~in the USA and worldwide. Apawthecary Pets has tremendous benefits by having continued R&D done by Apawthecary Pets Canada. This would include and not limited to ~~the~~new ~~dog~~formulations and on-going updates in product development, expanding development into cat treats, horse treats and ~~equestrian~~a ~~markets~~full tomeal ~~date.~~replacement ~~With~~bar for dogs. Apawthecary’s ~~proprietary~~will ~~process~~utilize weits ~~can~~proprietary procedures to infuse ~~any~~its ~~product~~products, ~~from~~this ~~jerky~~process allows pets to ~~bones~~absorb ~~with~~the ~~our~~medicine ~~enriched~~and ~~formulas~~nutrients more effectively.

~~Popular~~The ~~competitive~~USA ~~products~~pet ~~include:~~industry ~~Zuke's®~~has ~~‘Hip-Action’~~tripled ~~Hip~~in ~~and~~size ~~Joint~~since ~~Chews,~~1994 ~~Pet~~from ~~Naturals®~~annual ~~‘Calming’~~revenues ~~Soft~~of ~~Moist~~$17 ~~Chews,~~billion ~~Cloud~~to ~~Star®~~over ~~‘Dynamo~~$60 ~~Dog’~~billion ~~Hip~~today. ~~and~~– ~~Joint~~(http://www.americanpetproducts.org/press_industrytrends.asp) ~~Treats,~~This ~~Blue~~dramatic ~~Buffalo®~~rise ~~‘Jolly~~can ~~Joints’~~be ~~Jerky~~linked ~~Treats.~~to three significant paradigm shifts:

~~Hemp~~· ~~supplement~~The ~~products:~~awareness ~~There~~and ~~are~~acceptance ~~four~~of ~~companies~~pets ~~that~~being wea ~~know~~member of ~~who~~our ~~are~~family ~~currently~~· ~~operating~~The inincreasing ~~this~~focus ~~category.~~on ~~They~~product ~~are~~‘premium’, ~~offering~~wellness ~~products~~and inquality ~~capsule~~of ~~and~~life ~~baked~~in ~~biscuit~~our ~~formats;~~society ~~Canna-PetTM~~· ~~‘Canna-Biscuits’~~Rising ~~and~~awareness ~~capsules,~~of ~~Canna-CompanionTM~~food ~~Hemp~~safety ~~capsules,~~and ~~TreatiblesTM~~security ~~baked~~concerns ~~CBD~~related ~~dog~~to ~~biscuits~~continuing ~~and~~pet ~~TruLeaf~~food ~~dog chews.~~recalls

~~Market~~Apawthecary ~~Opportunity~~Pet’s initial hemp-based treats and tinctures will enter the $3.2 billion natural pet product market and compete in the ‘wellness pet treat or functional chew’ category. This market segment continues to grow as sophisticated ‘treat’ formulas provide functional health benefits and attract supplement consumers. (http://www.packagedfacts.com/Pet-Supplements-Nutraceutical-7259313/)

Apawthecary Pets USA is an American hemp company positioning a niche in the fast growing and dynamic $60 billion American pet industry (http://www.americanpetproducts.org/press_industrytrends.asp ) with its line of Pet’s products ~~branded~~will ~~under~~be ~~“Apawthecary~~sold ~~Pets”.~~online, ~~Apawthecary~~in ~~has entered the natural~~ pet ~~product~~stores ~~sector~~and ~~with~~will abe ~~product~~offered ~~line~~as ~~consisting~~an ofanti-inflammatory ~~innovative~~and ~~hemp~~anti-~~based~~anxiety ~~wellness~~supplement, ~~pet~~capturing ~~products~~consumers ~~pet~~from ~~treats,~~the ~~pet~~supplement ~~tinctures, creams~~ and ~~slaves~~pet ~~followed~~medication ~~by hemp based supplements for pets in the USA~~ market. ~~This~~who ~~will~~are ~~lay~~seeking amore ~~profitable~~natural ~~foundation~~- ~~for~~yet ~~the~~effective ~~company’s~~alternatives ~~long-term strategy~~ to ~~secure~~pharmaceutical ~~a new animal drug application for a Hemp-based pet medication sold via veterinary prescription in the $13~~medicines.~~8 billion pet medication market.~~

Statistics show that consumers are looking for higher quality products that address health needs common to their pets, without having to worry about food safety or harmful side effects. Products containing hemp, including hemp seed oil, hemp protein and hemp terpenes, are gaining significant acceptance as evidence of their nutritional and medicinal effectiveness becomes recognized. (http://www.forbes.com/sites/nancygagliardi/2015/02/18/consumers-want-healthy-foods-and-will-pay-more-for-them/#236d595875c5)

Apawthecary is well-positioned to meet the consumer demand for innovative pet health by marketing hemp-focused natural products that are professionally designed and, scalable for sale in the USA market. The Apawthecary product line-up provides hemp-based antioxidant, joint and calming support in biscuit format and a liquid tincture that are currently sold successfully across Canada. Apawthecary Pets USA has acquired the worldwide rights, with an option to purchase the Canadian rights for the Apawthecary Pet brand and its proprietary formulations. The company will be introducing this line to the American market and will utilize all natural ingredients including but not limited hemp as the active ingredient for anti-inflammatory and anti-anxiety supplements in the USA and worldwide. Apawthecary Pets has tremendous benefits by having continued R&D done by Apawthecary Pets Canada. This would include and not limited to new formulations and on-going updates in product development, expanding development into cat treats, horse treats and a full meal replacement bar for dogs. Apawthecary will utilize its proprietary procedures to infuse its products, this process allows pets to absorb the medicine and nutrients more effectively.

The USA pet industry has tripled in size since 1994 from annual revenues of $17 billion to over $60 billion today. – (http://www.americanpetproducts.org/press_industrytrends.asp) This dramatic rise can be linked to three significant paradigm shifts:

· The awareness and acceptance of pets being a member of our family · The increasing focus on product ‘premium’, wellness and quality of life in our society · Rising awareness of food safety and security concerns related to continuing pet food recalls

Apawthecary Pet’s initial hemp-based treats and tinctures will enter the $3.2 billion natural pet product market and compete in the ‘wellness pet treat or functional chew’ category. This market segment continues to grow as sophisticated ‘treat’ formulas provide functional health benefits and attract supplement consumers. (http://www.packagedfacts.com/Pet-Supplements-Nutraceutical-7259313/)

Apawthecary Pet’s products will be sold online, in pet stores and will be offered as an anti-inflammatory and anti-anxiety supplement, capturing consumers from the supplement and pet medication market who are seeking more natural - yet effective alternatives to pharmaceutical medicines.

Item 1A. Risk Factors.

As a “smaller reporting company,” as defined in Rule 12b-2 of the Exchange Act, we are not required to provide the information called for by this Item.

Item 1B. Unresolved Staff Comments.

None

Item 2. Properties.

We do not own any real estate or other properties and have not entered into any long-term lease or rental agreements for property.

Item 3. Legal Proceedings.

There are no pending legal proceedings to which the Company is a party or in which any director, officer or affiliate of the Company, any owner of record or beneficially of more than 5% of any class of voting securities of the Company, or stockholder is a party adverse to the Company or has a material interest adverse to the Company.

Item 4. (Removed and Reserved)

PART II

Although our common stock is not listed on a public exchange, we intend to apply for quotation on the Over-the-Counter Bulletin Board (OTCBB). In order to be quoted on the OTCBB, a market maker must file an application on our behalf in order to make a market for our common stock. There can be no assurance that a market maker will agree to file the necessary documents with FINRA, who, generally speaking, must approve the first quotation of a security by a market maker on the OTCBB, nor can there be any assurance that such an application for quotation will be approved.

Item 6. Selected Financial Data

As a “smaller reporting company,” as defined in Rule 12b-2 of the Exchange Act, we are not required to provide the information called for by this Item.

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Management’s Discussion and Analysis

This section of the Registration Statement 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.

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 completed financing the Company.

We need to seek capital from resources such as the sale of ~~registered securities on Form S-1 and~~ 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, early 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 may be required to cease business operations.

As of August 31, ~~2018~~2019, we had $4220,~~594~~256 in cash as compared to $1342,~~380~~594 as of August 31, ~~2017.~~2018 As of the date of this Form 10-K, the current funds available to the Company will not be sufficient to fund the expenses related to maintaining a reporting status. We are in the process of seeking additional equity financing in the form of private placements to fund our ~~operations over the next 12 months and we have filed a registration statement on Form S-1 to raise $3,000,000 to fund our~~ intended business operations.

Management believes that if subsequent private placements are successful or we are successful in raising funds from registered securities, we will generate sales revenue within twelve months thereof. However, additional equity financing may not be available to us on acceptable terms or at all, and thus we could fail to satisfy our future cash requirements.

The Company raised $17,500 during August 31, 2017 for the sale of common stock at $0.10 per common share and issued 175,000 common shares. During the year ended August 31, 2018, the Company issued 850,000 common shares at a price of $0.10 per common share to raise total cash proceeds of $85,000. The Company’s existing cash will not be sufficient to maintaining a reporting status and to implement its planned business. The Company will continue to raise money through private placements of its common stock.

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

At August 31, ~~2018~~2019, the Company was not engaged in continued business and has been primarily involved in early stage activities to date. Due to a lack of funding, we have not implemented our Plan of Operations.

The Company has not yet implemented its business model. We must raise cash to implement our strategy and stay in business. In the event we do not raise any proceeds, the Company’s existing cash will not be sufficient to fund the expenses related to maintaining a reporting status and to implement its planned business. Accordingly, the Company intends to implement a different business plan, a business that will sell 100% all natural hemp infused wellness treats for dogs, cats and horses.

We had $Nil in revenue for the fiscal year ended August 31, ~~2018~~2019 as compared to revenue for the fiscal year ended August 31, ~~2017~~2018 of $Nil.

Total expenses in the fiscal year ended August 31, ~~2018~~2019 were $4836,~~274~~397 as compared to total expenses for the fiscal year ended August 31, ~~2017~~2018 of $3048,~~267~~274 resulting in a net loss for the fiscal year ended August 31, ~~2018~~2019 of $4836,~~274~~397 as compared to a net loss of $3048,~~267~~274 for the fiscal year ended August 31, ~~2017~~2018. The net loss for the fiscal year ended August 31, ~~2018~~2019 is a result of Professional fees of $3526,~~677~~572, comprised primarily of legal and accounting expense, General and administrative expense of $122,~~597,~~625 ~~Management~~and ~~fees~~impairment loss of $~~Nil~~7,200 as compared to the net loss for the fiscal year ended August 31, ~~2017~~2018 of $3048,~~267~~274 which was a result of Professional fees of $1335,~~200~~677, comprised primarily of legal and accounting expense, and General and administrative expense of $712,~~142 Management fees of $9,925 and Rent of $Nil~~597.

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.

Plan of Operations

Over the 12 month period our company must raise capital to introduce its planned products and start its sales. The amount of the offering will likely allow us to operate for at least one year however, due to the fact that there is no minimum on sold shares, you may be investing in a company that will not have the funds necessary to fully develop its Plan of Operations.

We are highly dependent upon the success of the offering described herein. Therefore, the failure thereof would result in 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.

Over the next twelve months, we intend to l (i) open our office in Washington (ii) introduce all of our products described in the Product Overview section on page 33; (iii) launch our website as licensed from Solace Management Group Inc.

The first phase of our planned operations over this period would be to lease office space in Washington and build out the office to meets the Company needs. Immediately thereafter, the Company will launch its website and secure initial inventory.

The Company has budgeted: $11,450 for legal and accounting; $988,550 for general business development, build out of USA sales office lease of equipment for production travel expenses, wages; $300,000 sales commissions as necessary; $100,000 Legal fees; $1,600,000 additional product research and development, working capital, inventory & raw materials.

Apawthecary Pet’s products will be sold online, in pet stores, veterinary clinics, distributers and will be offered as an anti-inflammatory and anti-anxiety supplement, capturing consumers from the supplement and pet medication market who are seeking more natural - yet effective alternatives to pharmaceutical medicines.

In the event the Company sells 25% of the shares offered, the Company will introduce two of its planned products, 1) Tinctures 2) Creams and salves – direct to consumer through online sales and through distributers. We will utilize co-packers to produce our products and fulfillment houses to full fill the orders on a cost plus basis. The Company will minimize its budget by the following: $11,450 for legal and accounting; $651,462 for build out of USA sales office lease of equipment for production travel expenses, wages; $37,500 sales commissions as necessary; $49,588 working capital, inventory & raw materials.

In the event the Company sells 50% of the shares offered, the Company will introduce two of its planned products, 1) Tinctures 2) Creams and salves – Increase markets by going direct to consumer through online sales through distributers and direct to Veterinarians. We will utilize co-packers to produce our products and fulfillment houses to full fill the orders on a cost plus basis. The Company will minimize its budget by the following: budget by the following: $11,450 for legal and accounting; $760,000 for build out of USA sales office lease of equipment for production travel expenses, wages; $75,000 sales commissions as necessary; $50,000 Legal fees; $603,550 additional product research and development, working capital, inventory & raw materials.

In the event the Company sells 75% of the shares offered, the Company will introduce three of its planned products, 1) Tinctures 2) Creams and salves 3) Dog Treats –by going direct to consumer through online sales through distributers and direct to Veterinarians. We will utilize a smaller corporate plant in Washington and co-packers to produce our products and fulfillment houses to full fill the orders on a cost plus basis. The Company will minimize its budget by the following: $11,450 for legal and accounting; $857,503 for build out of USA sales office lease of equipment for production travel expenses, wages; $112,500 sales commissions as necessary; $100,000 Legal fees; $1,168,547 additional product research and development, working capital, inventory & raw materials.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk.

As a “smaller reporting company,” as defined in Rule 12b-2 of the Exchange Act, we are not required to provide the information called for by this Item.

Item 8. Financial Statements and Supplementary Data.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders and Board of Directors of

Apawthecary Pets USA

Opinion on the Financial Statements

We have audited the accompanying balance sheets of Apawthecary Pets USA (the “Company”) as of August 31, ~~2018~~2019 and ~~2017~~2018, and the related statements of operations, changes in stockholders'’ deficit and cash flows for the years then ended, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of August 31, ~~2018~~2019 and ~~2017~~2018, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.

Going Concern Matter

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company has suffered recurring losses from operations and has a net capital deficiency that raises substantial doubt about its ability to continue as a going concern. Management'’s plans in regard to these matters are also described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("“PCAOB"”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company'’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits ~~provides~~provide a reasonable basis for our opinion.

/s/ MaloneBailey, LLP www.malonebailey.com We have served as the Company’s auditor since 2015. Houston, Texas December xx, 2019

~~www.malonebailey.com~~ F-1

WeApawthecary ~~have~~Pets ~~served~~USA asBalance ~~the~~Sheets ~~Company's~~(Expressed ~~auditor~~in ~~since 2015~~U.S. Dollars)

Houston, Texas

August 31,

August 31,

2019

2018

Assets

Current assets

Cash and cash equivalents

$ 20,256

$ 42,594

Inventory (Note 4)

-

7,200

Total current assets

20,256

49,794

Total Assets

$ 20,256

$ 49,794

Liabilities and Stockholders' Deficit

Current liabilities

Accounts payable and accrued liabilities

$ 9,957

$ 5,069

Accounts payable due to related parties (Note 3)

2,522

551

Due to related parties (Note 3)

70,673

70,673

Total current liabilities

83,152

76,293

Total Liabilities

83,152

76,293

Stockholders' deficit

Capital stock (Note 5)

Authorized 75,000,000 of common shares, par value $0.001

Issued and outstanding 24,827,264 common shares issued and outstanding (2018 - 24,827,264), par value $0.001

24,827

24,827

Additional paid in capital

349,223

349,223

Accumulated deficit

(436,946 )

(400,549 )

Total stockholders' deficit

(62,896 )

(26,499 )

Total Liabilities and Stockholders' Deficit

$ 20,256

$ 49,794

~~December 14, 2018~~F-2

9Apawthecary Pets USA Statements of Operations (Expressed in U.S. Dollars)

Apawthecary Pets USA
For the For the
Balance Sheets
year ended year ended
(Expressed in U.S. Dollars)
August 31, August 31,
2018 2017
2019 2018
Assets
Operating Expenses
Current assets
Professional fees $ 26,572 $ 35,677
Cash and cash equivalents $ 42,594 $ 13,380
General and administrative 2,625 12,597
Inventory $ 7,200 $ -
Impairment Loss (Note 4) 7,200 -
Total current assets 49,794 13,380
Total Operating Expenses 36,397 48,274
Total Assets $ 49,794 $ 13,380
Net loss $ (36,397 ) $ (48,274 )
Liabilities and Stockholders' Deficit
Basic and diluted net loss per common share - basic and diluted (0.00 ) (0.00 )
Current liabilities
Weighted average number of common shares - basic and diluted 24,827,264 24,799,935
Accounts payable and accrued liabilities $ 5,069 $ 5,333
Accounts payable due to related parties (Note 3) 551 599
Due to related parties (Note 3) 70,673 70,673
Total current liabilities 76,293 76,605
Total Liabilities 76,293 76,605
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 (2017 - 23,977,264), par value $0.001 24,827 23,977
Additional paid in capital 349,223 265,073
Accumulated deficit (400,549 ) (352,275 )
Total stockholders' deficit (26,499 ) (63,225 )
Total Liabilities and Stockholders' Deficit $ 49,794 $ 13,380

~~The accompanying notes are an integral part of these financial statements.~~F-3

10Apawthecary Pets USA Statements of Changes in Stockholders' Deficit (Expressed in U.S. Dollars) For the years ended August 31, 2019 and August 31, 2018

Apawthecary Pets USA
Number of Additional Accumulated Stockholders'
Statements of Operations
shares issued Capital stock paid in capital deficit deficit
(Expressed in U.S. Dollars)
$ $ $ $
For the For the
Balance at August 31, 2017 23,977,264 23,977 265,073 (352,275 ) (63,225 )
year ended year ended
Common shares sold for cash 850,000 850 84,150 - 85,000
August 31, August 31,
Net loss for the year - - - (48,274 ) (48,274 )
2018 2017
Balance at August 31, 2018 24,827,264 24,827 349,223 (400,549 ) (26,499 )
Operating Expenses
Balance at August 31, 2018 24,827,264 24,827 349,223 (400,549 ) (26,499 )
Professional fees $ 35,677 $ 13,200
Net loss for the year - - - (36,397 ) (36,397 )
General and administrative 12,597 7,142
Balance at August 31, 2019 24,827,264 24,827 349,223 (436,946 ) (62,896 )
Management fees (Note 3) - 9,925
Total operating Expenses 48,274 30,267
Net loss $ (48,274 ) $ (30,267 )
Basic and diluted net loss per common share - basic and diluted (0.00 ) (0.00 )
Weighted average number of common shares - basic and diluted 24,799,935 23,033,065

~~The accompanying notes are an integral part of these financial statements.~~F-4

11Apawthecary Pets USA Statements of Cash Flows (Expressed in U.S. Dollars)

Apawthecary Pets USA
For the For the
Statements of Changes in Stockholders' Deficit
year ended year ended
(Expressed in U.S. Dollars)
August 31, August 31,
For the years ended August 31, 2018 and August 31, 2017
2019 2018
Number of Additional Accumulated Stockholders'
Cash flows from operating activities
shares issued Capital stock paid in capital deficit deficit
Net loss $ (36,397 ) $ (48,274 )
$ $ $ $
Adjustments to reconcile net loss to net cash used in operating activities
Balance at August 31, 2016 22,170,000 22,170 86,180 (322,008 ) (213,658 )
Inventory Impairment 7,200 -
Shares issued for settlement for due to related party 1,632,264 1,632 161,568 - 163,200
Changes in operating asssets and liabilities:
Common shares sold for cash 175,000 175 17,325 17,500
Decrease (increase) in inventory - (7,200 )
Net loss for the year - - - (30,267 ) (30,267 )
Increase (decrease) in accounts payable and accrued liabilities 4,888 (264 )
Balance at August 31, 2017 23,977,264 23,977 265,073 (352,275 ) (63,225 )
Increase (decrease) in accounts payable due to related parties 1,971 (48 )
Balance at August 31, 2017 23,977,264 23,977 265,073 (352,275 ) (63,225 )
Cash flows used in operating activities (22,338 ) (55,786 )
Common shares sold for cash 850,000 850 84,150 - 85,000
Cash flows from financing activities
Net loss for the year - - - (48,274 ) (48,274 )
Proceeds from common shares sold for cash - 85,000
Balance at August 31, 2018 24,827,264 24,827 349,223 (400,549 ) (26,499 )
Cash provided by financing activities - 85,000
Net (decrease) increase in cash (22,338 ) 29,214
Cash and cash equivalents, beginning of year 42,594 13,380
Cash and cash equivalents, end of year $ 20,256 $ 42,594
Supplemental disclosures of cash flow information
Cash paid during the period for:
Interest $ - $ -
Income taxes $ - $ -

~~The accompanying notes are an integral part of these financial statements.~~F-5

Apawthecary Pets USA
Statements of Operations
(Expressed in U.S. Dollars)
	For the			For the
	year ended			year ended
	August 31,			August 31,
	2018			2017
Cash flows from operating activities
Net loss	$	(48,274	)	$	(30,267	)
Changes in operating asssets and liabilities:
Increase (decrease) in inventory		(7,200	)		-
Increase (decrease) in accounts payable and accrued liabilities		(264	)		1,942
Increase (decrease) in accounts payable due to related parties		(48	)		(9,925	)
Cash flows used in operating activities		(55,786	)		(18,400	)
Cash flows from financing activities
Advances from related parties		-			13,300
Proceeds from common shares sold for cash		85,000			17,500
Cash provided by financing activities		85,000			30,800
Net increase in cash		29,214			12,400
Cash and cash equivalents, beginning of year		13,380			980
Cash and cash equivalents, end of year	$	42,594		$	13,380
Supplemental disclosures of cash flow information
Cash paid during the period for:
Interest	$	-		$	-
Income taxes	$	-		$	-
Noncash investing and financing activities:
Shares issued in settlement of due to related parties	$	-		$	163,200

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

Apawthecary Pets USA

Notes to Financial Statements

(Expressed in U.S. Dollars)

1. Nature and Continuance of Operations Apawthecary Pets USA (the “ ”Company”) was incorporated under the laws of the States of Nevada on December 27, 2007. The Company intends to operate in the pet industry. On July 20, 2017, the Company changed its name from Bookedbyus Inc. to Apawthecary Pets USA. On January 9, 2008, the Company affected a thousand (1,000) for one (1) forward stock split of all outstanding common shares and a corresponding forward increase in the Company’s authorized common stock. The ~~effect of the forward split was to increase the number of the~~ Company’s authorized common shares from 75,000 shares par value $0.001 to 75,000,000 shares par value $0.001. At the time of the stock split, the Company had no commons shares issued and outstanding. All references in these financial statements to number of common shares, price per share and weighted average number of common shares have been adjusted to reflect the stock split on a retroactive basis, unless otherwise noted. (Note 4). The Company’s financial statements as at August 31, ~~2018~~2019 and for the year 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 $4836,~~274~~397 for the year ended August 31, ~~2018~~2019 and $3048,~~267~~274 for the year ended August 31, ~~2017~~2018 and has a working capital deficit at August 31, ~~2018~~2019. 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, ~~2019~~2020. 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 of August 31, 2019, 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.

14F-6

Apawthecary Pets USA Notes to Financial Statements (Expressed in U.S. Dollars)

12. ~~Nature~~Significant ~~and~~Account ~~Continuance~~Policies The following is a summary of ~~Operations~~significant ~~(Continued)~~accounting Aspolicies used in the preparation of these financial statements. Definition of fiscal year The Company’s fiscal year end is August ~~31,~~31st. ~~2018,~~Basis of presentation The financial statements of the Company ~~was~~have ~~not~~been ~~engaged~~prepared in ~~continued~~accordance ~~business,~~with accounting principles generally accepted in the United States of America (“U.S.GAAP”). Cash and ~~had~~cash ~~significant~~equivalents ~~expenses~~Cash ~~from~~and ~~early~~cash ~~stage~~equivalents ~~activities~~include highly liquid investments with original maturities of three months or less. ~~Although~~Inventory ~~management~~Write-downs isInventory ~~currently~~will ~~attempting~~be towritten ~~implement~~down if the cost exceeds its ~~business~~net ~~plan~~realizable value, and isthe ~~seeking~~amount ~~additional~~will ~~sources~~be ofrealized ~~financing~~as impairment loss. Financial instruments Accounting Standards Codification (“ASC”) 820, ~~there~~“Fair Value Measurements and Disclosures”, requires disclosing fair value to the extent practicable for financial instruments that are recognized or unrecognized in the balance sheet. Fair value of financial instruments is nothe ~~assurance~~amount at which the ~~activity~~instruments ~~will~~could be ~~successful~~exchanged in a current transaction between willing parties. ~~Accordingly~~The Company considers the carrying amounts of cash, restricted cash, accounts receivable, related party and other receivables, accounts payable, notes payable, related party and other payables, customer deposits, and short-term loans approximate their fair values because of the short period of time between the origination of such instruments and their expected realization. The Company ~~must~~considers ~~rely~~the oncarrying ~~its~~amount ~~president~~of long term bank loans to ~~perform~~approximate ~~essential~~their ~~functions~~fair ~~without~~values ~~compensation~~based ~~until~~on athe ~~business~~interest ~~operation~~rates ~~can~~of bethe ~~commenced~~instruments and the current market rate of interest. Level 1 The ~~financial~~preferred ~~statements~~inputs doto ~~not~~valuation ~~include~~efforts ~~any~~are ~~adjustments~~“quoted ~~that~~prices ~~may~~in ~~result~~active ~~from~~markets for identical assets or liabilities,” with the ~~outcome~~caveat ofthat the reporting entity must have access to that market. Information at this ~~uncertainty~~level is based on direct observations of transactions involving the same assets and liabilities, not assumptions, and thus offers superior reliability. However, relatively few items, especially physical assets, actually trade in active markets.

2. Significant Account Policies The following is a summary of significant accounting policies used in the preparation of these financial statements. Definition of fiscal year The Company’s fiscal year end is August 31st. Basis of presentation The financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S.GAAP”). Cash and cash equivalents Cash and cash equivalents include highly liquid investments with original maturities of three months or less. Inventory The company reviews inventory usage reports or physically examines the inventory to determine which items should be disposed of. We then determine the most likely disposition price of the obsolete items, subtract this projected amount from the book value of the obsolete items, and set aside the difference as a reserve. As the company later disposes of the items, or the estimated amounts to be received from disposition change, adjust the reserve account to reflect these events. Inventories are stated at the lower of cost or market or net realizable value, using the firstF-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 August 31, 2018 is finished goods. Financial instruments Accounting Standards Codification (“ASC”) 820, “Fair Value Measurements and Disclosures”, requires disclosing fair value to the extent practicable for financial instruments that are recognized or unrecognized in the balance sheet. Fair value of financial instruments is the amount at which the instruments could be exchanged in a current transaction between willing parties. The Company considers the carrying amounts of related party loans and accounts payable approximate their fair values because of the short period of time between the origination of such instruments and their expected realization. 7

15Apawthecary Pets USA Notes to Financial Statements (Expressed in U.S. Dollars)

~~Apawthecary~~2. ~~Pets~~Significant ~~USA~~Account ~~Notes~~Policies to(Continued) Financial ~~Statements~~instruments (~~Expressed~~Continued) Level 2 FASB acknowledged that active markets for identical assets and liabilities are relatively uncommon and, even when they do exist, they may be too thin to provide reliable information. To deal with this shortage of direct data, the board provided a second level of inputs that can be applied in three situations. Level 3 If inputs from levels 1 and 2 are not available, FASB acknowledges that fair value measures of many assets and liabilities are less precise. The board describes Level 3 inputs as “unobservable,” and limits their use by saying they “shall be used to measure fair value to the extent that observable inputs are not available.” This category allows “for situations in which there is little, if any, market activity for the asset or liability at the measurement date”. Earlier in the standard, FASB explains that “observable inputs” are gathered from sources other than the reporting company and that they are expected to reflect assumptions made by market participants. As at August 31, 2019, the fair value of cash and cash equivalents, accounts payable and due to related party approximates their carrying value because of their short term maturities. Credit Risk Financial instruments that potentially subject the Company to credit risk consist of cash and cash equivalents. The Company deposits cash and cash equivalents with high credit quality financial institutions as determined by rating agencies. Currency Risk The Company’s assets and liabilities are in U.S. ~~Dollars~~dollars, which is the Company’s functional and presentation currency. The Company has no transactions in currencies other than U.S. dollar. As a result, foreign currency risk is insignificant. Interest Rate Risk The Company has cash balances and no interest-bearing debt. It is management’s opinion that the Company is not exposed to significant interest risk arising from these financial instruments. Liquidity Risk Liquidity risk is the risk that an entity will encounter difficulty in meeting obligations associated with its financial liabilities. The Company is reliant upon equity issuances and advances from related parties as its sole source of cash. The Company has been successful in raising equity financing in the past; however, there is no assurance that it will be able to do so in the future.

2. Significant Account Policies (Continued) Financial instruments Level 1 The preferred inputs to valuation efforts are “quoted prices in active markets for identical assets or liabilities,” with the caveat that the reporting entity must have access to that market. Information at this level is based on direct observations of transactions involving the same assets and liabilities, not assumptions, and thus offers superior reliability. However, relatively few items, especially physical assets, actually trade in active markets. Level 2 FASB acknowledged that active markets for identical assets and liabilities are relatively uncommon and, even when they do exist, they may be too thin to provide reliable information. To deal with this shortage of direct data, the board provided a second level of inputs that can be applied in three situations. Level 3 If inputs from levels 1 and 2 are not available, FASB acknowledges that fair value measures of many assets and liabilities are less precise. The board describes Level 3 inputs as “unobservable,” and limits their use by saying they “shall be used to measure fair value to the extent that observable inputs are not available.” This category allows “for situations in which there is little, if any, market activity for the asset or liability at the measurement date”. Earlier in the standard, FASB explains that “observable inputs” are gathered from sources other than the reporting company and that they are expected to reflect assumptions made by market participants. Credit Risk Financial instruments that potentially subject the Company to credit risk consist of cash and cash equivalents. The Company deposits cash and cash equivalents with high credit quality financial institutions as determined by rating agencies. F-8

~~Currency~~Apawthecary ~~Risk The~~Pets ~~Company’s~~USA ~~assets~~Notes ~~and~~to ~~liabilities~~Financial ~~are~~Statements in(Expressed ~~U.S. dollars, which is the Company’s functional and presentation currency. The Company has no transactions~~ in ~~currencies other than~~ U.S. dollar. As a result, foreign currency risk is insignificant. Interest Rate Risk The Company has cash balances and no interest-bearing debt. It is management’s opinion that the Company is not exposed to significant interest risk arising from these financial instruments.Dollars)

162. Significant Account Policies (Continued) Financial instruments (Continued) Income taxes Deferred income taxes are reported for timing differences between items of income or expense reported in the financial statements and those reported for income tax purposes in accordance with ASC 740, “Income Taxes”, which requires the use of the asset/liability method of accounting for income taxes. Deferred income taxes and tax benefits are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases, and for tax loss and credit carry-forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The Company provides for deferred taxes for the estimated future tax effects attributable to temporary differences and carry-forwards when realization is more likely than not. Basic and diluted net loss per share The Company computes net loss per share in accordance with ASC 260 “Earnings per Share”. ASC 260 requires presentation of both basic and diluted earnings per share (“EPS”) on the face of the income statement. Basic EPS is computed by dividing net loss available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all potentially dilutive common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all potentially dilutive shares if their effect is anti-dilutive. Related parties Accounts payable due to related party represents an obligation to pay for services that were used in the ordinary course of business. The amount is classified as a current liability as payment is due on demand. Comprehensive loss ASC 220, “Comprehensive Income”, establishes standards for the reporting and display of comprehensive loss and its components in the financial statements. As at August 31, 2019, the Company has no items that represent a comprehensive loss and, therefore, has not included a schedule of comprehensive loss in the financial statements.

~~Apawthecary Pets USA Notes to Financial Statements (Expressed in U.S. Dollars~~F-9

2.Apawthecary ~~Significant~~Pets ~~Account~~USA ~~Policies~~Notes ~~(Continued)~~ to Financial ~~instruments~~Statements (~~Continued) Liquidity~~Expressed ~~Risk Liquidity risk is the risk that an entity will encounter difficulty~~ in ~~meeting obligations associated with its financial liabilities~~U. ~~The Company is reliant upon equity issuances and advances from related parties as its sole source of cash~~S. The Company has been successful in raising equity financing in the past; however, there is no assurance that it will be able to do so in the future. Income taxes Deferred income taxes are reported for timing differences between items of income or expense reported in the financial statements and those reported for income tax purposes in accordance with ASC 740, “Income Taxes”, which requires the use of the asset/liability method of accounting for income taxes. Deferred income taxes and tax benefits are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases, and for tax loss and credit carry-forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The Company provides for deferred taxes for the estimated future tax effects attributable to temporary differences and carry-forwards when realization is more likely than not. Basic and diluted net loss per share The Company computes net loss per share in accordance with ASC 260 “Earnings per Share”. ASC 260 requires presentation of both basic and diluted earnings per share (“EPS”Dollars) on the face of the income statement. Basic EPS is computed by dividing net loss available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all potentially dilutive common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all potentially dilutive shares if their effect is anti-dilutive.

~~Related~~2. ~~parties~~Significant ~~Accounts~~Account ~~payable~~Policies ~~due~~(Continued) Financial instruments (Continued) Foreign currency translation The Company’s functional and reporting currency is in U.S. dollars. The financial statements of the Company are translated to ~~related~~U.S. ~~party~~dollars ~~represents~~in anaccordance ~~obligation~~with ASC 830, “Foreign Currency Matters”. Monetary assets and liabilities denominated in foreign currencies are translated using the exchange rate prevailing at the balance sheet date. Gains and losses arising on translation or settlement of foreign currency denominated transactions or balances are included in the determination of income. The Company has not, to ~~pay~~the ~~for~~date ~~services~~of these financial statements, entered into derivative instruments to offset the impact of foreign currency fluctuations. Use of estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that ~~were~~affect ~~used~~the amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenditures during the reporting period. Actual results could differ from these estimates. Recent accounting pronouncements In May 2014, the FASB issued ASU 2014-09, “Revenue from Contracts with Customers (Topic 606)”, which supersedes nearly all existing revenue recognition guidance under accounting principles generally accepted in the ~~ordinary~~United ~~course~~States of ~~business~~America. The ~~amount~~core principle of this ASU is ~~classified~~that asrevenue should be recognized for the amount of consideration expected to be received for promised goods or services transferred to customers. This ASU also requires additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments, and assets recognized for costs incurred to obtain or fulfill a ~~current~~contract. ~~liability~~ASU as2014-09 ~~payment~~was scheduled to be effective for annual reporting periods beginning after December 15, 2016, including interim periods within that reporting period. In August 2015, the FASB issued ASU 2015-14, “Revenue from Contracts with Customers (Topic 606): Deferral of Effective Date,” which deferred the effective date of ASU 2014-09 by one year and allowed entities to early adopt, but no earlier than the original effective date. ASU 2014-09 is ~~due~~now oneffective ~~demand~~for public business entities for the annual reporting period beginning December 15, 2017.

17F-10

Apawthecary Pets USA Notes to Financial Statements (Expressed in U.S. Dollars)

2. Significant Account Policies (Continued) Financial instruments (Continued) ~~Comprehensive~~Recent ~~loss~~Accounting ~~ASC~~Pronouncements ~~220~~(Continued) This update allows for either full retrospective or modified retrospective adoption. In April 2016, the FASB issued ASU 2016-10, “~~Comprehensive~~Revenue ~~Income”~~from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing,” ~~establishes~~which ~~standards~~amends guidance previously issued on these matters in ASU 2014-09. The effective date and transition requirements of ASU 2016-10 are the same as those for ASU 2014-09. In May 2016, the ~~reporting~~FASB issued ASU 2016-12, “Revenue from Contracts with Customers (Topic 606): Narrow Scope Improvements and ~~display~~Practical Expedients,” which clarifies certain aspects of ~~comprehensive~~the ~~loss~~guidance, including assessment of collectability, treatment of sales taxes and ~~its~~contract ~~components~~modifications, inand providing certain technical corrections. The effective date and transition requirements of ASU 2016-12 are the ~~financial~~same ~~statements~~as those forASU 2014-09. AsThe atCompany adopted the new guidance, Accounting Standards Codification ASC - 606, Revenue from Contracts with Customers as of August 31, ~~2018,~~2019. This adoption created no impact to the company’s financial statements since the Company has nonot ~~items~~generated ~~that~~any ~~represent~~revenues. aThe ~~comprehensive~~Company ~~loss~~has considered all recent accounting pronouncements issued and, ~~therefore,~~determined ~~has~~that the adoption of these pronouncements would not ~~included~~have a ~~schedule~~material effect on the financial position, results of ~~comprehensive~~operations ~~loss~~or incash flows of the ~~financial~~Company. ~~statements~~3. ~~Start-up~~Due ~~expenses~~to ~~The~~Related ~~Company~~Parties ~~has~~and ~~adopted~~Related ~~ASC~~Party ~~720-15,~~Transactions ~~“Start-Up~~During ~~Costs”~~the year ended August 31, ~~which~~2019, ~~requires~~the ~~that~~Company ~~costs~~accrued ~~associated~~management ~~with~~fee ~~start~~to Brad Kersch in the amount of $Nil (2018 -up ~~activities~~$Nil). beThe ~~expensed~~outstanding balance of management fees payable is $551 as ~~incurred~~of August 31, 2019 and 2018. ~~Accordingly~~During the year ended August 31, ~~start-up~~2019, ~~costs~~Aerock ~~associated~~Fox, ~~with~~an Officer and Director of the Company's, ~~formation~~paid ~~have~~bills ~~been~~from ~~included~~Discount inEdgar and Vstock Transfer for the Company'’s general ~~and~~expenses ~~administrative~~for ~~expenses.~~the ~~Use~~total of ~~estimates~~$1,971. The ~~preparation~~amount ofremains ~~financial~~outstanding ~~statements~~as inof ~~conformity~~August ~~with~~31, U2019.S. ~~GAAP~~As ~~requires~~of ~~management~~August to31, ~~make~~2019, ~~estimates~~related ~~and~~parties ~~assumptions~~of ~~that~~the ~~affect~~Company ~~the~~have ~~amounts~~provided a series of ~~assets~~loans, ~~and~~totaling ~~liabilities~~$70,673 ~~and~~(2018 ~~disclosures~~- of$70,673) ~~contingent~~in ~~assets~~prior ~~and~~years ~~liabilities~~for atworking ~~the~~capital ~~date~~purposes. ofNo ~~the~~additional ~~financial~~loans ~~statements~~were ~~and~~issued in the ~~reported~~current year. These amounts ofare ~~revenues~~unsecured, interest-free and ~~expenditures~~are ~~during~~due ~~the~~on ~~reporting period~~demand. ~~Actual~~On ~~results~~August ~~could~~24, ~~differ~~2017 ~~from~~Apawthecary ~~these~~Pets ~~estimates~~USA entered into a license agreement with Solace Management Group Inc. a British Columbia corporation. The material terms of such license agreement are:

~~Stock~~F-based compensation ASC 718, “Compensation – Stock Compensation”, which establishes accounting for equity instruments exchanged for employee services. Under the provisions of ASC 718, stock-based compensation cost is measured at the grant date, based on the calculated fair value of the award, and is recognized as an expense over the employees’ requisite service period (generally the vesting period of the equity grant). Adoption of ASC 718 does not change the way the Company accounts for share-based payments to non-employees, with guidance provided by ASC 505-50, “Equity-Based Payments to Non-Employees”.11

18Apawthecary Pets USA Notes to Financial Statements (Expressed in U.S. Dollars)

~~Apawthecary~~3. ~~Pets~~Due ~~USA Notes~~ to ~~Financial~~Related ~~Statements~~Parties ~~(Expressed~~and inRelated ~~U.S.~~Party ~~Dollars~~Transactions (Continued)

2. Significant Account Policies (Continued) Financial instruments (Continued) Recent accounting pronouncements In May 2014, the FASB issued ASU 2014-09, “Revenue from Contracts with Customers (Topic 606)”, which supersedes nearly all existing revenue recognition guidance under accounting principles generally accepted in the United States of America. The core principle of this ASU is that revenue should be recognized for the amount of consideration expected to be received for promised goods or services transferred to customers. This ASU also requires additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments, and assets recognized for costs incurred to obtain or fulfill a contract.ASU 2014-09 was scheduled to be effective for annual reporting periods beginning after December 15, 2016, including interim periods within that reporting period. In August 2015, the FASB issued ASU 2015-14, “Revenue from Contracts with Customers (Topic 606): Deferral of Effective Date,” which deferred the effective date of ASU 2014-09 by one year and allowed entities to early adopt, but no earlier than the original effective date. ASU 2014-09 is now effective for public business entities for the annual reporting period beginning December 15, 2017. This update allows for either full retrospective or modified retrospective adoption. In April 2016, the FASB issued ASU 2016-10, “Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing,” which amends guidance previously issued on these matters in ASU 2014-09. The effective date and transition requirements of ASU 2016-10 are the same as those for ASU 2014-09. In May 2016, the FASB issued ASU 2016-12, “Revenue from Contracts with Customers (Topic 606): Narrow Scope Improvements and Practical Expedients,” which clarifies certain aspects of the guidance, including assessment of collectability, treatment of sales taxes and contract modifications. The Company has considered all recent accounting pronouncements issued and determined that the adoption of these pronouncements would not have a material effect on the financial position, results of operations or cash flows of the Company.

	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 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.

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 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, 2019.

34. ~~Due~~Inventory toAs ~~Related~~of ~~Parties and Related Party Transactions During the year ended~~ August 31, ~~2018~~2019, the Company ~~accrued~~did ~~management~~not ~~fee~~sell inits ~~the~~inventory ~~amount~~purchased ofin ~~$Nil (~~2017 ~~- $9,925)~~. ~~The~~Due ~~outstanding~~to ~~balance~~the nature of ~~management~~the ~~fees~~inventory ~~payable~~items, it is ~~$551~~written ~~and~~off ~~$599~~to asimpairment ~~of August 31, 2018 and 2017, respectively~~loss.

19F-12

Apawthecary Pets USA Notes to Financial Statements (Expressed in U.S. Dollars)

35. ~~Due~~Capital toStock ~~Related~~The ~~Parties~~total ~~and~~authorized ~~Related~~capital ~~Party~~is ~~Transactions~~75,000,000 ~~(Continued)~~common Asshares ofwith ~~August~~a ~~31,~~par ~~2018,~~value ~~related parties~~ of ~~the~~$0.001 ~~Company~~per ~~have~~common ~~provided~~share. aIssued ~~series~~and ofoutstanding ~~loan,~~The ~~totaling~~Company ~~$70,673~~had ~~(2017 - $70~~24,~~673)~~827,264 ~~for~~common ~~working~~shares ~~capital~~issued ~~purposes.~~and ~~During~~outstanding ~~the~~as ~~year~~at August 31, ~~2017,~~2019 ~~the~~and ~~Company~~August ~~borrowed $20~~31,~~473.~~ ~~These amounts are unsecured, interest-free and are due on demand~~2018. During the year ended August 31, ~~2017~~2018, the Company ~~accrued~~issued ~~rent~~850,000 ~~expense~~common inshares ~~the~~at ~~amount~~a price of $~~Nil~~0.10 ~~(2016~~per -common ~~$36,800)~~share to araise ~~company~~total ~~with~~cash anproceeds ~~officer in common. The outstanding balance~~ of ~~rent payable was~~ $~~Nil~~85,000. ~~and~~During ~~$76,800~~the asyear ofended August 31, ~~2017 and 2016~~2019, ~~respectively.~~the ~~Yuying~~Company ~~Liang~~did ~~has~~not ~~contributed~~issue ~~uncompensated~~any ~~financial~~common ~~accounting services to Apawthecary Pets USA~~shares. ~~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:~~

16. ~~Upon~~Income ~~execution~~Taxes The Company accounts for income taxes under FASB Accounting Standard Codification ASC 740 “Income Taxes”. ASC 740 requires use of the ~~Agreement,~~liability ~~the~~method. ~~Apawthecary~~ASC ~~Pets~~740 ~~USA~~provides ~~shall~~that ~~provide~~deferred atax ~~non-refundable~~assets ~~license~~and ~~fee~~liabilities inare recorded based on the ~~amount~~differences between the tax bases of ~~$100,000~~assets ~~(the~~and ~~"License~~liabilities ~~Fee")~~and totheir becarrying ~~held~~amounts infor anfinancial ~~escrow~~reporting ~~account~~purposes, ~~pursuant~~referred to as temporary differences. Deferred tax assets and ~~subject~~liabilities toat the ~~terms~~end of aneach ~~escrow~~period ~~agreement~~are ~~whereby~~determined using the ~~License~~currently ~~Fee~~enacted ~~will~~tax ~~remain~~rates applied to taxable income in the ~~escrow~~periods ~~account~~in ~~until~~which the ~~earlier~~deferred oftax assets and liabilities are expected to be settled or realized. There was a ~~$3,000,000~~change ~~raise~~in bycontrol in the ~~Licensee~~current oryear ~~after~~and as such the ~~Set-up~~total ~~Period.~~amount 2.should ~~Term~~be limited to section 382 of the ~~License~~Internal ~~Agreement~~Revenue isCode 10such ~~years~~a ~~with~~change ain 5control ~~year~~negates ~~renewal~~much ~~term.~~of 3the tax loss carry forward and deferred income tax. ~~The~~As ~~license~~of isAugust an31, ~~exclusive~~2019, ~~non-transferable~~and 2018, ~~non-sub~~the ~~licensable~~Company ~~license~~had tonet ~~manufacture,~~operating ~~sell~~loss carry forwards of $436,946 ~~represent~~and $400,549, ~~market~~respectively, ~~distribute~~that ~~and~~may ~~advertise~~be ~~the~~available ~~Licensed~~to ~~Products~~reduce ~~within~~future ~~the~~years’ ~~Territory~~taxable onincome. ~~the~~Future ~~terms~~tax ~~and~~benefits ~~conditions~~which ~~set~~may ~~forth~~arise inas ~~the~~a ~~License~~result ~~Agreement~~of ~~and~~these ~~shall~~losses ~~include~~have ~~access~~not ~~to,~~been ~~and~~recognized ~~use~~in ofthese financial statements, ~~the~~as ~~Solace~~their ~~Products~~realization ~~within~~is ~~the~~determined ~~Territory~~not onlikely ~~the~~to ~~terms~~occur and ~~conditions~~accordingly, ~~set~~the ~~forth~~Company inhas ~~the~~recorded ~~License~~a ~~Agreement~~valuation ~~and~~allowance ~~shall~~for ~~include~~the ~~access~~deferred tax asset relating to, ~~and~~these ~~use~~tax ~~of,~~loss ~~the~~carryforwards. ~~Solace~~Net ~~Management~~operation ~~Group~~losses ~~Inc~~will begin to expire in 2030.’s ~~Licensed~~The ~~Products~~Company ~~and~~has ~~Services,~~not ~~Marks,~~filed ~~Manuals,~~any ~~brands,~~tax returns and ~~the~~as ~~business~~such ~~format,~~all ~~formulations,~~tax ~~methods,~~years ~~specifications,~~are ~~standards,~~open ~~and~~for ~~operating procedures~~inspection.

	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.

F-13

~~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 Apawthecary Pets USA ~~have~~Notes anto ~~officer~~Financial ~~and~~Statements ~~director~~(Expressed in ~~common, Bradley Kersch~~U. ~~Apawthecary Pets USA has negotiated a licensing and distribution agreement with Solace Management Group Inc~~S. ~~The $100,000 License fee has not been paid as of August 31, 2018.~~Dollars)

206. Income Taxes (Continued) Components of net deferred tax assets, including a valuation allowance, are as follows at August 31, 2019 and 2018:

Apawthecary Pets USA Notes to Financial Statements (Expressed in U.S. Dollars

	2019			2018
Deferred tax assets:
Net operating loss carry forward		91,759			102,855
Less: valuation allowance		(91,759	)		(102,855	)
Net deferred tax assets		-			-

4.On ~~Capital~~December ~~Stock The~~22, ~~total~~2017, ~~authorized~~the ~~capital~~Tax isCuts ~~75,000,000~~and ~~common~~Jobs ~~shares~~Act ~~with~~(the a“Tax ~~par~~Act”), ~~value~~was ofsigned $0into law.~~001~~ ~~per~~The ~~common~~Tax ~~share. On~~Act ~~January~~includes 9,numerous ~~2008,~~changes ~~the~~to ~~Company~~tax ~~affected~~laws aimpacting ~~thousand (1~~business,~~000)~~ ~~for~~the ~~one~~most ~~(1)~~significant ~~forward~~being ~~stock~~a ~~split~~permanent ofreduction ~~all~~in ~~outstanding~~the ~~common~~federal ~~shares~~corporate ~~and~~income atax ~~corresponding~~rate ~~forward~~from ~~increase~~35% into ~~the Company’s authorized common stock~~21%. The ~~effect~~rate ofreduction ~~the~~took ~~forward~~effect ~~split~~on ~~was~~January to1, ~~increase~~2018. ~~the~~As ~~number of~~ the Company’s ~~authorized~~2018 ~~common~~fiscal ~~shares~~year ~~from~~ended ~~75,000~~on ~~shares~~August ~~par~~31, ~~value~~2018, ~~$0.001~~the toCompany’s ~~75,000,000~~federal ~~shares~~blended ~~par~~corporate ~~value~~tax ~~$0.001.~~rate Atfor ~~the~~fiscal ~~time~~year of2018 ~~the~~is ~~stock split~~25.7%, ~~the~~based ~~Company~~on ~~had~~the noapplicable ~~common~~tax ~~shares~~rates ~~issued~~before and ~~outstanding. All~~after ~~references~~the inTax ~~these~~Act ~~financial~~and ~~statements~~the to number of ~~common~~days ~~shares,~~in ~~price~~the ~~per~~fiscal ~~share~~year ~~and~~to ~~weighted~~which ~~average~~the ~~number~~two ofdifferent ~~common~~rates ~~shares~~applied. ~~have~~For ~~been~~fiscal ~~adjusted~~year toended ~~reflect~~August ~~the~~31, ~~stock~~2019, ~~split~~the onfederal acorporate ~~retroactive~~income ~~basis,~~tax ~~unless~~rate ~~otherwise~~is ~~noted~~21%. ~~Issued~~ ~~and outstanding~~ The ~~Company~~valuation ~~had~~allowance 24for deferred tax assets as of August 31,~~827,264~~ ~~and~~2019 23was $91,~~977~~759,~~264~~ ~~common~~as ~~shares~~compared ~~issued~~to ~~and~~$102,855 ~~outstanding~~ as atof August 31, 2018. ~~and~~In ~~August~~assessing ~~31,~~the ~~2017,~~recovery ~~respectively. On~~of ~~February~~the ~~24,~~deferred ~~2017~~tax assets, ~~the~~management ~~Company~~considers ~~issued~~whether ~~1,632,264~~it ~~common~~is ~~shares~~more tolikely ~~officers~~than ofnot ~~the~~that ~~Company~~some ~~for~~portion ~~the~~or ~~settlement~~all of ~~$163,200~~the indeferred ~~related~~tax ~~party~~assets ~~debt~~will not be realized. The ~~Company~~ultimate ~~determined~~realization ~~the~~of ~~fair~~deferred ~~market~~tax ~~value~~assets ofis ~~each~~dependent ~~common~~upon ~~share~~the togeneration beof ~~$0.10~~future ~~per~~taxable ~~share.~~income ~~There~~in ~~was~~the noperiods ~~gain~~in orwhich ~~loss~~those ontemporary ~~settlement~~differences ofbecome ~~related~~deductible. ~~party~~Management ~~debt. During~~considers the ~~year~~scheduled ~~ended~~reversals ~~August~~of ~~31,~~future ~~2017~~deferred tax assets, ~~the~~projected ~~Company~~future ~~issued~~taxable ~~175~~income,~~000~~ ~~common~~and ~~shares~~tax atplanning astrategies ~~price~~in ofmaking $0this assessment.10 ~~per~~As ~~common~~a ~~share~~result, tomanagement ~~raise~~determined ~~total~~it ~~cash~~was ~~proceeds~~more oflikely ~~$17,500. During~~than not the ~~year~~deferred ~~ended~~tax assets would not be realized as of August 31, ~~2018,~~2019. ~~the~~The ~~Company~~provision ~~issued~~for ~~850,000~~income ~~common~~taxes ~~shares~~differs atfrom athe ~~price~~amount ofcomputed ~~$0.10~~by ~~per~~applying ~~common~~the ~~share~~statutory federal income tax rate to ~~raise~~income ~~total~~before ~~cash~~provision ~~proceeds~~for ofincome ~~$85,000~~taxes. The sources and tax effects of the differences are as follows:

5. Income Taxes The Company accounts for income taxes under FASB Accounting Standard Codification ASC 740 "Income Taxes". ASC 740 requires use of the liability method. ASC 740 provides that deferred tax assets and liabilities are recorded based on the differences between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes, referred to as temporary differences. Deferred tax assets and liabilities at the end of each period are determined using the currently enacted tax rates applied to taxable income in the periods in which the deferred tax assets and liabilities are expected to be settled or realized. There was a change in control in the current year and as such the total amount should be limited to section 382 of the Internal Revenue Code such a change in control negates much of the tax loss carry forward and deferred income tax.

Apawthecary Pets USA Notes to Financial Statements (Expressed in U.S. Dollars

5. Income Taxes (Continued) As of August 31, 2018, and 2017, the Company had net operating loss carry forwards of $400,549 and $352,275 that may be available to reduce future years' taxable income. Future tax benefits which may arise as a result of these losses have not been recognized in these financial statements, as their realization is determined not likely to occur and accordingly, the Company has recorded a valuation allowance for the deferred tax asset relating to these tax loss carryforwards. Net operation losses will begin to expire in 2030. The Company has not filed any tax returns and as such all tax years are open for inspection. Components of net deferred tax assets, including a valuation allowance, are as follows at August 31, 2018 and 2017:

	2018			2017
Deferred tax assets:
Net operating loss carry forward		102,855			123,296
Less: valuation allowance		(102,855	)		(123,296	)
Net deferred tax assets		-			-

On December 22, 2017, the Tax Cuts and Jobs Act (the “Tax Act”), was signed into law. The Tax Act includes numerous changes to tax laws impacting business, the most significant being a permanent reduction in the federal corporate income tax rate from 35% to 21%. The rate reduction took effect on January 1, 2018. As the Company’s 2018 fiscal year ended on August 31, 2018, the Company’s federal blended corporate tax rate for fiscal year 2018 is 25.7%, based on the applicable tax rates before and after the Tax Act and the number of days in the fiscal year to which the two different rates applied. The valuation allowance for deferred tax assets as of August 31, 2018 was $102,855, as compared to $123,296 as of August 31, 2017. In assessing the recovery of the deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income in the periods in which those temporary differences become deductible. Management considers the scheduled reversals of future deferred tax assets, projected future taxable income, and tax planning strategies in making this assessment. As a result, management determined it was more likely than not the deferred tax assets would not be realized as of August 31, 2018. The provision for income taxes differs from the amount computed by applying the statutory federal income tax rate to income before provision for income taxes.

Apawthecary Pets USA Notes to Financial Statements (Expressed in U.S. Dollars

5. Income Taxes (Continued) The sources and tax effects of the differences are as follows:

U.S. federal statutory rate		21	%
Valuation reserve	(21		%)
Total		0	%

At August 31, ~~2018~~2019, the Company had unused net operating loss carryover approximating $~~400~~436,~~549~~946 with a full valuation allowance of $~~102~~91,~~855~~759 that is available to offset future taxable income which expires beginning 2030. 6. Contracts Under Commitment The Company has leased an office in Los Angeles California for a period of twelve months commencing January 1, 2014. The office is located at Suite 101, 619 S. Ridgley Los Angeles CA 90036 ($2,000 per month) due on the first calendar day of each month. This twelve-month term automatically renews if no written notice of termination is given 30 days prior to the end on each term. The landlord agrees to accept either cash or shares as settlement for each months' rent. The landlord will defer rent in lieu of common shares at $0.10 a share as per the Registration Statement or cash. As a concession for this deferment, the landlord will charge an additional 20% per month for each month deferred. (ie. $400 or 4,000 shares at $0.10 per share.) The California lease agreement was terminated effective August 31, 2016. The Company settled accounts payable to Digital Pilot a corporation controlled by Aerock Fox an Officer and Director of the company. As of August 31, 2017, the Company has an undetermined amount use of 619 S.Ridgley, Los Angeles CA suite for an indefinite period of time at no cost. On February 24, 2017, the Company issued 768,000 common shares with a fair value of $0.10 per shares to settle accounts of $76,800 in the California lease agreement. The Company has entered into a consulting agreement with Brad Kersch for marketing and business consulting. The term of the agreement is one year beginning January 1, 2014. Consideration for such consulting services is $2,000 per month payable in cash or common shares, at the Company’s election. The Consultant agrees to accept either cash or shares as settlement for each months' pay. The Consultant agrees to defer payments in lieu of shares at $0.10 a share as per the Registration Statement. As a concession for this deferment, the Consultant will charge an additional 20% per month for each month deferred. (ie. $400 or 4,000 shares at $0.10 per share.) The consulting agreement was terminated effective December 31, 2016. On February 24, 2017, the Company issued 864,000 common shares with a fair value of $0.10 per share to settle accounts payable of $86,400 in the consulting agreement with Brad Kersch, who is an officer and director of the company.

23F-14

Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.

None

Item 9A. Controls and Procedures.

Evaluation of 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 annual report, as required by Rule 13a -15d and 15d-15e 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 as of August 31, ~~2017~~2019 our disclosure controls and procedures were not effective due to the existence of material weaknesses in our internal controls over financial reporting.

Management’s Annual Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is defined in Rule 13a-15(f) or 15d-15(f) promulgated under the Securities Exchange Act of 1934 as a process designed by, or under the supervision of, the Company’s Principal Executive and Principal Financial officer and effected by the Company’s board of directors, management and other personnel to provide reasonable assurance regarding the reliability of our financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America and includes those policies and procedures that:

	1.	Pertains to the maintenance of records that in reasonable detail accurately and fairly reflect our transactions and disposition of assets;

	2.	Provide reasonable assurance that transactions are recorded as necessary to permit preparation of our financial statements in accordance with accounting principles generally accepted in the United States of America and receipts and expenditures are being made in accordance with authorizations of management and directors; and

	3.	Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of company assets that could have a material effect on our financial statements.

Management assessed the effectiveness of the Company’s internal control over financial reporting based on the criteria for effective internal control over financial reporting established in SEC guidance on conducting such assessments as of the end of the period covered by this report. Management conducted the assessment based on certain criteria established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission in 2013. As of August 31, ~~2018~~2019, management determined material weaknesses occurred over our internal control over financial reporting as discussed below.

The matters involving internal controls and procedures that the Company’s management considered to be material weaknesses under the standards of the Public Company Accounting Oversight Board were: (1) lack of a functioning audit committee and lack of a majority of outside directors on the Company'’s board of directors, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures; (2) inadequate segregation of duties consistent with control objectives; (3) insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of US GAAP and SEC disclosure requirements; and (4) ineffective controls over period end financial disclosure and reporting processes. Due to these material weaknesses management concluded that our internal control over financial reporting was not effective as of August 31, ~~2018~~2019.

Material Weakness Discussion and Remediation

Management believes that the material weaknesses set forth in items (2), (3) and (4) above did not have an affect on the Company'’s previous reported financial results. However, management believes that the lack of a functioning audit committee and lack of a majority of outside directors on the Company'’s board of directors, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures can result in the Company'’s determination to its financial statements for the future periods.

We are committed to improving our financial organization. As part of this commitment, we will create a position to segregate duties consistent with control objectives and will increase our personnel resources and technical accounting expertise within the accounting function when funds are available to the Company: i) Appointing one or more outside directors to our board of directors who shall be appointed to the audit committee of the Company resulting in a fully functioning audit committee who will undertake the oversight in the establishment and monitoring of required internal controls and procedures; and ii) Preparing and implementing sufficient written policies and checklists which will set forth procedures for accounting and financial reporting with respect to the requirements and application of US GAAP and SEC disclosure requirements.

Management believes that the appointment of one or more outside directors, who shall be appointed to a fully functioning audit committee, will remedy the lack of a functioning audit committee and a lack of a majority of outside directors on the Company'’s Board. In addition, management believes that preparing and implementing sufficient written policies and checklists will remedy the following material weaknesses (i) insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of US GAAP and SEC disclosure requirements; and (ii) ineffective controls over period end financial close and reporting processes. Further, management believes that the hiring of additional personnel who have the technical expertise and knowledge will result proper segregation of duties and provide more checks and balances within the department. Additional personnel will also provide the cross training needed to support the Company if personnel turn over issues within the department occur. This coupled with the appointment of additional outside directors will greatly decrease any control and procedure issues the company may encounter in the future.

We will continue to monitor and evaluate the effectiveness of our internal controls and procedures and our internal controls over financial reporting on an ongoing basis and are committed to taking further action and implementing additional enhancements or improvements, as necessary and as funds allow.

This annual report does not include an attestation report of the company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the company’s registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the Company to provide only management’s report in this annual report.

Changes in Internal Control Over Financial Reporting

There have been no changes in our internal control over financial reporting identified in connection with the evaluation required by paragraph (d) of Rules 13a-15 or 15d-15 under the Exchange Act that occurred during the small business issuer'’s last fiscal year that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Item 9B. Other Information.

None

259

PART III

Item 10. Directors, Executive Officers and Corporate Governance.

Identification of directors and executive officers

Our directors serve until their successor are elected and qualified. Our officers are elected by the Board of Directors to a term of one (1) year and serve until their successor(s) is duly elected and qualified, or until they are removed from office. The Board of Directors has no nominating or compensation committees. The company’s current Audit Committee consists of our officers and directors.

Our directors serve until a successor is elected and qualified. Our officers are elected by the Board of Directors to a term of one (1) year and serves until their successor(s) is duly elected and qualified, or until they are removed from office. The Board of Directors has no nominating or compensation committees. The company’s current Audit Committee consists of our officers and directors.

The name, address, age and position of our present officers and directors is set forth below:

Name	Age	Position(s)
Bradley Kersch4	52	President, Director
Bradley Kersch1	53	President, Director
Aerock Fox5	72	Secretary, Director
Aerock Fox2	73	Secretary, Director
Fred Person1	68	President, Treasurer, Chief Financial Officer and Chairman of the Board of Directors.
Susan Fox2	61	Secretary
David Batrick3	52	President, Secretary, Treasurer, Director

~~__________________~~_________

1 The person named above held ~~his~~this office from ~~October~~February ~~22nd~~24, ~~2009~~2017 and is expected to hold his offices/positions at least until ~~February~~the ~~24,~~next ~~2017~~annual meeting of our stockholders.

2 The person named above ~~has~~ held ~~her~~this office from ~~October~~February ~~22nd~~24, ~~2009~~2017 and is expected to hold his offices/positions at least until ~~February~~the ~~24,~~next ~~2017~~annual meeting of our stockholders.

3 The person named above held his office from December 27, 2007 through October 22nd, 2009.

4 The person named above held this office from February 24, 2017 and is expected to hold his offices/positions at least until the next annual meeting of our stockholders.

5 The person named above held this office from February 24, 2017 and is expected to hold his offices/positions at least until the next annual meeting of our stockholders.

Bradley Kersch

Since June 2014 Bradley is the President and CEO of Solace Management Group Inc. From January 2010 until May 2014, he was the CEO of Blackrock Films and the Executive Producer of Blackrock Media. From May 1995 until January 2010 Bradley was the CEO and Executive Producer at Shoreline Studios Inc. He holds a Bachelor of Commerce degree from the University of British Columbia

Aerock Fox

Since 1981 Aerock has been the President of Fox Productions Inc. He graduated from Bishop’s University with a Bachelor of Arts Degree in 1971 and graduated from University of British Columbia with a Masters of Counselling Psychology in 1979.

Our directors and officers do not hold positions on the board of directors of any other U.S. reporting companies and have no affiliation with any company that has filed for bankruptcy within the last five years. The Company is not aware of any proceedings to which any of the Company’s officers or directors, or any associate of any such officer or director, is a party adverse to the Company or any of the Company’s subsidiaries or has a material interest adverse to it or any of its subsidiaries.

The Company believes that Mr. Kersch’s and Mr. Fox’s business experience and their entrepreneurial success make them well suited to serve as our officers and directors.

Our directors and officers do not hold positions on the board of directors of any other U.S. reporting companies and has no affiliation with any company that has filed for bankruptcy within the last five years. The Company is not aware of any proceedings to which any of the Company’s officers or directors, or any associate of any such officer or director, is a party adverse to the Company.

Significant Employees

The Company does not, at present, have any employees other than the current officer and director. We have not entered into any employment agreements, as we currently do not have any employees other than the current officer and director.

Family Relations

There are no family relationships among the Directors and Officers of Apawthecary Pets USA.

Involvement in Legal Proceedings

No executive Officer or Director of the Company has been convicted in any criminal proceeding or is the subject of a criminal proceeding that is currently pending.

No Executive Officer or Director of the Company is involved in any bankruptcy petition by or against any business in which they are a general partner or executive officer at this time or within two years of any involvement as a general partner, executive officer, or Director of any business.

2610

Item 11. Executive Compensation.

The table below summarizes all compensation awarded to, earned by, or paid to our named executive officers and director for all services rendered in all capacities to us for the period from inception through August 31, ~~2018~~2019.

SUMMARY COMPENSATION TABLE
Name and principal position	Year	Salary ($)		Bonus ($)		Stock Awards ($)		~~Option Awards~~ OptionAwards($)		Non-~~Equity~~EquityIncentive ~~Incentive Plan Compensation~~ PlanCompensation($)		~~Nonqualified Deferred Compensation Earnings~~ NonqualifiedDeferredCompensationEarnings($)		All ~~Other Compensation~~ OtherCompensation($)		Total ($)
Bradley D Kersch	~~2017~~2018		0		0		0		0		0		0		0		0
President/Treasurer	~~2018~~2019		0		0		0		0		0		0		0		0
Aerock	2017		0		0		0		0		0		0		0		0
Aerock Fox	2018		0		0		0		0		0		0		0		0
Fox Secretary	2018		0		0		0		0		0		0		0		0
Secretary	2019		0		0		0		0		0		0		0		0

Outstanding Equity Awards at Fiscal Year-End

The table below summarizes all unexercised options, stock that has not vested, and equity incentive plan awards for each named executive officer as of August 31, ~~2018~~2019.

OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END OPTION AWARDS STOCK AWARDS Name Number ~~of Securities Underlying Unexercised Options~~ ofSecuritiesUnderlyingUnexercisedOptions(#) Exercisable Number ~~of Securities Underlying Unexercised Options~~ ofSecuritiesUnderlyingUnexercisedOptions(#) Unexercisable ~~Equity Incentive Plan Awards~~EquityIncentivePlanAwards: Number ~~of Securities Underlying Unexercised Unearned Options~~ ofSecuritiesUnderlyingUnexercisedUnearnedOptions(#) ~~Option Exercise Price~~ OptionExercisePrice($) ~~Option~~OptionExpirationDate ~~Expiration~~NumberofSharesor ~~Date~~UnitsofStock ~~Number of Shares or Units of Stock That Have Not Vested~~ ThatHaveNotVested(#) ~~Market Value of Shares or Units of Stock That Have Not Vested~~ MarketValueofSharesorUnitsofStockThatHaveNotVested($) ~~Equity Incentive Plan Awards~~EquityIncentivePlanAwards: ~~Number of Unearned Shares~~NumberofUnearnedShares, Units ororOtherRightsThat ~~Other Rights That Have Not Vested~~ HaveNotVested(#) ~~Equity Incentive Plan Awards~~EquityIncentivePlanAwards: Market ororPayoutValue ~~Payout Value of Unearned Shares~~ofUnearnedShares, Units ororOtherRightsThatHave ~~Other Rights That Have Not Vested~~ NotVested(#) ~~Fred~~Bradley ~~Person~~ - - - - - - - - - ~~Susan~~Kersch ~~Fox~~ - - - - - - - - - ~~Bradley~~Aerock ~~Kersch~~ - - - - - - - - - ~~Aerock~~ Fox - - - - - - - - -

There were no grants of stock options since inception to the date of this Form 10-K.

We do not have any long-term incentive plans that provide compensation intended to serve as incentive for performance.

The Board of Directors of the Company has not adopted a stock option plan. The company has no plans to adopt it but may choose to do so in the future. If such a plan is adopted, this plan may be administered by the board or a committee appointed by the board (the “Committee”). The committee would have the power to modify, extend or renew outstanding options and to authorize the grant of new options in substitution therefore, provided that any such action may not impair any rights under any option previously granted. Bookedbyus may develop an incentive based stock option plan for its officers and directors and may reserve up to 10% of its outstanding shares of common stock for that purpose.

Stock Awards Plan

The company has not adopted a Stock Awards Plan, but may do so in the future. The terms of any such plan have not been determined.

2811

Director Compensation

The table below summarizes all compensation awarded to, earned by, or paid to our directors for all services rendered in all capacities to us for the period from inception (December 27, 2007) through August 31, ~~2018~~2019:

DIRECTOR COMPENSATION
Name	~~Fees Earned or Paid in Cash ($)~~	Fees Earned orPaid inCash($)		~~Stock Awards ($)~~	StockAwards($)		~~Option Awards ($)~~	OptionAwards($)		~~Non-Equity Incentive Plan Compensation ($)~~	Non-EquityIncentivePlanCompensation($)		~~Non-Qualified Deferred Compensation Earnings ($)~~	Non-QualifiedDeferredCompensationEarnings($)		~~All Other Compensation ($)~~	AllOtherCompensation($)		~~Total ($)~~	Total($)
1)Fred Person		0			0			0			0			0			0			0
1) Bradley Kersch			0			0			0			0			0			0			0
2)Bradley Kersch		0			0			0			0			0			0			0
2) Aerock Fox			0			0			0			0			0			0			0
3)Aerock Fox		0			0			0			0			0			0			0

~~___________~~_________

[1] Bradley ~~Fred~~Kersch ~~Person~~appointed ~~resigned as~~ President & Director.

[2] Aerock ~~Bradley~~Fox ~~Kersch~~ appointed ~~President~~Secretary & Director

[3] Aerock Fox appointed Secretary & Director

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

The following table sets forth, as of the date of this prospectus, the total number of shares owned beneficially by our sole officer and director, and key employees, individually and as a group, and the present owners of 5% or more of our total outstanding shares. The table also reflects what this ownership will be assuming completion of the sale of all shares in this offering. The stockholder listed below has direct ownership of her shares and possesses sole voting and dispositive power with respect to the shares. The percent of class is based on 2324,~~977~~827,264 shares of common stock issued and outstanding as of August 31, ~~2017~~2019.

		Name and		Amount and
Title of Class	Name andAddressBeneficialOwner [1]		Amount and Nature of Beneficial Owner			Percent ofClass
		Address		Nature of
Common Stock	Susan Fox [2]			4,455,000			17.9
		Beneficial		Beneficial			Percent of
Common Stock	Bradley Kersch			4,164,597			16.7
Title of Class		Owner [1]		Owner			Class
Common Stock	Gabriele Jerousek			3,300,334			13.3
Common Stock	Tammy Kersch	~~Susan Fox~~		3,300,333	~~4,455,000~~		13.3	~~18.6~~
Common Stock	CWB [3]	~~Bradley Kersch~~		1,820,000	~~4,164,597~~		7.3	~~17.4~~
Common Stock	Aerock Fox	~~Gabriele Jerousek~~		994,000	~~3,300,334~~		4.0	~~13.8~~
Common Stock	Digital Pilot [4]	~~Tammy Kersch~~		868,000	~~3,300,333~~		3.5	~~13.8~~
Common Stock	All Officers & Directors as Group (2 persons)	~~CWB~~		6,026,597	~~1,820,000~~		24.2	~~7.6~~
Common Stock		Aerock Fox			994,000			4.1
Common Stock		Digital Pilot			868,000			3.6
Common Stock		All Officers & Directors as Group (2 persons)			6,026,597			25.1

~~______________~~_______________

[1] The person named above may be deemed to be a “parent” and “promoter” of our company, within the meaning of such terms under the Securities Act of 1933, as amended, by virtue of his direct and indirect stock holdings. Mr. Person and Ms. Fox are the only “promoter” of our company.

[2] Beneficial ownership is determined in accordance with the Rule 13d3(d)(1) of the Exchange Act, as amended and generally includes voting or investment power with respect to securities. Pursuant to the rules and regulations of the Securities and Exchange Commission, shares of common stock that an individual or group has a right to acquire within 60 days pursuant to the exercise of options or warrants are deemed to be outstanding for the purposes of computing the percentage ownership of such individual or group and includes shares that could be obtained by the named individual within the next 60 days. The amount of share held by Susan Fox does not include the amounts she beneficially owns as the sole shareholder of CWB Inc.

[3] Susan Fox is the sole shareholder of CWB Inc.

[4] Aerock Fox is the sole shareholder of Digital Pilot Inc.

~~During~~As ~~the~~of ~~year ended~~ August 31, ~~2018~~2019, related parties of the Company ~~accrued~~have ~~management~~provided ~~fee~~a inseries ~~the~~of ~~amount~~loan, oftotaling $~~Nil~~70,673 (~~2017~~2018 - $970,~~925~~673)., ~~The~~for ~~outstanding~~working ~~balance~~capital ofpurposes. ~~management~~These ~~fees~~amounts ~~payable~~are isunsecured, ~~$551~~interest-free and ~~$599~~are asdue ofon ~~August 31, 2018 and 2017, respectively~~demand.

~~During the year ended August 31, 2018, the Company accrued rent expense in the amount of $Nil (2017 - $Nil) to a company with an officer in common.~~ 12

As of August 31, 2018, related parties of the Company have provided a series of loans, totaling $70,673 (2017 - $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 Apawthecary Pets USA.

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 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.

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.

Item 14. Principal Accounting Fees and Services.

During the fiscal year ended August 31, 2019 we incurred approximately $19,000 in fees to our principal independent accountants for professional services rendered in connection with the audit of financial statements for the fiscal year ended August 31, 2019 and reviews of our financial statements for the quarters ended November 30, 2018, February 28, 2019 and May 31, 2019.

During the fiscal year ended August 31, 2018 we incurred approximately $13,505 in fees to our principal independent accountants for professional services rendered in connection with the audit of financial statements for the fiscal year ended August 31, 2018 and reviews of our financial statements for the quarters ended November 30, 2017, February 28, 2018 and May 31, 2018.

During the fiscal ~~year~~years ended August 31, ~~2017~~2019 weand ~~incurred~~2018 ~~approximately~~we ~~$9,635~~did innot ~~fees~~incur toany ~~our~~other ~~principal~~fees ~~independent accountants~~ for professional services rendered inby ~~connection~~our ~~with~~principal ~~the~~independent ~~audit~~accountants ~~of financial statements~~ for ~~the~~all ~~fiscal~~other ~~year~~non-audit ~~ended~~services ~~August~~which 31may include, ~~2017~~but ~~and~~not ~~reviews~~limited ~~of our financial statements for the quarters ended November 30~~to, ~~2016,~~tax ~~February~~related 28services, ~~2017~~actuarial ~~and~~services ~~May~~or ~~31,~~valuation ~~2017~~services.

During the fiscal years ended August 31, 2018 and 2017 we did not incur any other fees for professional services rendered by our principal independent accountants for all other non-audit services which may include, but not limited to, tax related services, actuarial services or valuation services.13

PART IV

Item 15. Exhibits, Financial Statement Schedules.

The following exhibits are incorporated into this Form 10-K Annual Report:

Exhibit No.		Description
3.1		Certificate of Amendment [1]
3.2		By-Laws of Bookedbyus Inc. [2]
10.1		License Agreement [3]
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**

___________

[1] Incorporated by reference from the Company’s S-1 filed with the Commission on September 15, 2017.

[2] Incorporated by reference from the Company’s S-1 filed with the Commission on September 9, 2011.

[3] Incorporated by reference from the Company’s S-1 filed with the Commissin on Sepember 15, 2017.

* Included in Exhibit 31.1

** Included in Exhibit 32.1

3114

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities and 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
Dated: December 14, 2018	By:	/s/ Brad Kersch
By:	/s/ Brad Kersch
		Brad Kersch President and Director Principal Executive Officer Principal Financial Officer
	Brad Kersch
	President and Director
	Principal Executive Officer
	Principal Financial Officer
Dated: December 13, 2019

3215

	August 31,			August 31,
	2019			2018
Assets

Current assets
Cash and cash equivalents	$	20,256		$	42,594
Inventory (Note 4)		-			7,200
Total current assets		20,256			49,794

Total Assets	$	20,256		$	49,794

Liabilities and Stockholders' Deficit

Current liabilities
Accounts payable and accrued liabilities	$	9,957		$	5,069
Accounts payable due to related parties (Note 3)		2,522			551
Due to related parties (Note 3)		70,673			70,673
Total current liabilities		83,152			76,293

Total Liabilities		83,152			76,293

Stockholders' deficit
Capital stock (Note 5)
Authorized 75,000,000 of common shares, par value $0.001
Issued and outstanding 24,827,264 common shares issued and outstanding (2018 - 24,827,264), par value $0.001		24,827			24,827
Additional paid in capital		349,223			349,223
Accumulated deficit		(436,946	)		(400,549	)

Total stockholders' deficit		(62,896	)		(26,499	)

Total Liabilities and Stockholders' Deficit	$	20,256		$	49,794

Apawthecary Pets USA
	Number of						Additional		Accumulated			Stockholders'
Statements of Operations
	shares issued			Capital stock			paid in capital		deficit			deficit
(Expressed in U.S. Dollars)
				$			$		$			$
	For the			For the
Balance at August 31, 2017		23,977,264			23,977			265,073		(352,275	)		(63,225	)
	year ended			year ended
Common shares sold for cash		850,000			850			84,150		-			85,000
	August 31,			August 31,
Net loss for the year		-			-			-		(48,274	)		(48,274	)
	2018			2017
Balance at August 31, 2018		24,827,264			24,827			349,223		(400,549	)		(26,499	)
Operating Expenses
Balance at August 31, 2018		24,827,264			24,827			349,223		(400,549	)		(26,499	)
Professional fees	$	35,677		$	13,200
Net loss for the year		-			-			-		(36,397	)		(36,397	)
General and administrative		12,597			7,142
Balance at August 31, 2019		24,827,264			24,827			349,223		(436,946	)		(62,896	)
Management fees (Note 3)		-			9,925
Total operating Expenses		48,274			30,267
Net loss	$	(48,274	)	$	(30,267	)
Basic and diluted net loss per common share - basic and diluted		(0.00	)		(0.00	)
Weighted average number of common shares - basic and diluted		24,799,935			23,033,065

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