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, ~~2017 or~~2018

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

~~For~~¨ ~~the~~TRANSITION ~~transition~~REPORT ~~period~~PURSUANT ~~from~~TO ~~________________to~~SECTION ~~_________________~~13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ____________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.)
(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)

(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 ¨ 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 ¨ 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

~~Indicate~~If an emerging growth company, indicate by check mark ~~whether~~if the registrant ishas aelected ~~shell~~not ~~company~~to ~~(as~~use ~~defined~~the inextended ~~Rule~~transition ~~12b-2~~period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act). x ~~Yes ¨ No~~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)

AtIndicate ~~February~~the ~~28,~~number ~~2017,~~of ~~the~~shares ~~last~~outstanding ~~business~~of ~~day~~each of the ~~Registrant~~registrant’s ~~most~~classes ~~recently~~of ~~completed~~common ~~second fiscal quarter~~stock, ~~the~~as ~~aggregate market value~~ of the ~~voting~~latest ~~common~~practicable ~~stock~~date. ~~held~~As ~~by non-affiliates~~ of ~~the~~December ~~Registrant~~14, ~~(without~~2018, ~~admitting~~24,827,264 ~~that~~common ~~any person whose~~ shares are ~~not~~Issued ~~included~~and ~~in such calculation is an affiliate) was approximately $426,000~~Outstanding.

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 14, 2017, 24,827,264 common shares are Issued and Outstanding.

PART I

Item 1. Business.

Apawthecary Pets USA was formerly known as Bookedbyus Inc., ana ~~early~~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 ~~did~~has ~~not~~generated ~~generate~~$31,502 ~~revenue~~ in ~~the~~revenue ~~fiscal~~since ~~years~~inception ~~ended~~from ~~August~~consulting ~~31,~~projects ~~2017~~unrelated orto ~~August~~our ~~31,~~planned ~~2016.~~business ~~The~~model ~~Company~~and has incurred losses of $30400,~~267~~549 ~~and~~through ~~$93,867 for the year ended~~ August 31, ~~2017 and 2016; respectively~~2018.

On 1 January 1, 2011, the Company entered into an agreement (the “License 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:

1) Digital Programa Inc. has granted exclusive license to the Company to market and sell certain software systems, as defined in the License Agreement, which 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 ~~(Notes 6 and 8)~~; 3) The Company is required to pay ~~Digital~~Ditgal Programa Inc. a 5% royalty on gross revenues for each month from the sales of the System software; and 4) The License Agreement shall remain in effect for a period of 10 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 charged by Digital Programa Inc. for new licensees.

Digital Programa Inc. (“DP”) is a privately owned and controlled corporation located at Plaza 2000 Building, P.O. Box 0815-01117, 50th Street Panama, Republic of Panama. DP develops digital media management and workflow automation system software for the entertainment business. DP has developed an online digital collaboration management system that corporations who create and distribute rich media (photo, audio and video as well as other digital assets like documents), find, organize, securely share, distribute, store and view such rich media. The DP software solution is a group of web services that permits enterprises to upload, download, search, collaborate, notify, track usage and authenticate users to perform authorized transactions with digital media, all of which are easily logged and reported.

~~The~~We ~~Company~~intended ~~intends~~to market two software applications developed by DP: “eDrive” and “iDrive”. eDrive is a web and email based rich media application that allows clients to ~~discontinue~~push ~~the~~rich ~~license~~media ~~agreement~~marketing material to its customers with ~~Digital~~a ~~Programa~~fully integrated back end including business analytics. eDrive, allows companies to market their message or product directly to their customers.

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 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.

On July 20, 2017 the Company changed its name 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~~Licence Agreement is 10 years with a 5 year renewal term. 3. The license is an exclusive, non-transferable, non-sub licensable license to manufacture, sell, represent, market, distribute and advertise the Licensed Products within the Territory on the terms and conditions set forth in the License Agreement and shall include access to, and use of, the Solace Management Group Inc.’s Licensed Products and Services, Marks, Manuals, brands, and the business format, formulations, methods, specifications, standards, and operating procedures. 4. Apawthecary Pets USA shall pay the Solace Management Group Inc. for all packaging and shipment expenses to the Licensee at the then current market rate plus 20%. 5. Royalties will commence to accrue when the Licensed Products are accepted by the Apawthecary Pets USA. Apawthecary Pets USA shall pay quarterly royalties in addition to the yearly royalty fee, 10% of sales based on the wholesale price of each item.

~~Solace Management Group Inc. owns the brand and intellectual property rights to Apawthecary Pets.~~2

Apawthecary Pets Inc., a Canadian corporation, licensed the brand and distribution rights for Apawthecary Pets for use in Canada from Solace Management Group Inc. Apawthecary Pets Inc. licensed the same brand and products that were licensed by Apawthecary Pets USA however Apawthecary Pets Inc.’s distribution rights are restricted to Canada. Apawthecary Pets Inc. is not affiliated with Apawthecary Pets USA. Apawthecary Pets Inc.’s sole shareholder and sole officer Tami Kersch has a 13% ownership in Apawthecary Pets USA and is married to Bradley Kersch the Company’s President, Director and significant shareholder.

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, 2017.~~

The Company has raised $17102,500 inthrough ~~proceeds~~recent ~~for~~sales ~~common stock sold for cash~~ of ~~$0.10~~its ~~per~~ common ~~share~~stock. ~~during~~In the ~~year~~event ~~August~~we ~~31,~~do ~~2017.~~not ~~The~~raise ~~Company~~any ~~has~~proceeds ~~also~~from ~~raised~~this ~~$85~~offering,~~000~~ ~~between~~the ~~September~~Company’s 1,existing ~~2017~~cash ~~and~~will ~~November~~not 7,be ~~2017,~~sufficient ~~through~~to ~~recent~~maintaining ~~sales~~a ofreporting ~~its~~status ~~common~~and ~~stock~~to atimplement ~~$0.10~~its ~~per~~planned ~~share~~business. The Company ~~intends~~will to continue to raise money through private placements of its common stock. In Addition, the Company filed a registration statement on Form S-1 filed with the SEC on September 15, 2017. Upon the effectiveness of the registration statement, the Company intends to raise an additional $3,000,000.

The Company’s auditors have issued an opinion that the ability of the Company to continue as a going concern is dependent on raising capital to fund its business plan and ultimately to attain profitable operations. Accordingly, these factors raise substantial doubt as to the Company’s ability to continue as a going concern.

Our business office is located at ~~619~~297 ~~S.Ridgeley~~Kingsbury ~~Drive,~~Grade Suite ~~101~~100, ~~Los~~Lake ~~Angeles,~~Tahoe ~~California~~NV ~~90036~~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.

Product Overview

Apawthecary Treats are wellness treats infused with our proprietary blend of plant-based ingredients. AMERICAN made with non-GMO human grade food ingredients. Our products are created to help maintain health and alleviate aches and pains from injury or old age. Apawthecary is committed to researching and developing pet treat products using all natural ingredients. We source organic wherever we can. Our treats are for overall health benefits, from pain to calming. 200g bags, Apawthecary Tinctures - Apawthecary Pet Tinctures higher concentrate of hemp terpenes per 30ml bottles. The concentrates come in Bacon flavour and Seafood flavouring Ingredients: Hemp Terpenes, MCT Oil, Natural flavourings. (no animal by products) For pain and anxiety.

Apawthecary Tinctures - Apawthecary Pet Tinctures higher concentrate of hemp terpenes per 30ml bottles. The concentrates come in Bacon flavour and Seafood flavouring Ingredients: Hemp Terpenes, MCT Oil, Natural flavourings. (no animal by products) For pain and anxiety. Apawthecary’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 with regular dog food. Four Flavours – Pumpkin, Peanut Butter, Bacon, Beef Wrinkles by APAWTHECARY PETS 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 skin. They appear as red, moist, irritated, sometimes oozy skin lesions. Nose Soother by APAWTHECARY PETS 100% all-natural organic salve specially formulated to treat Crusty and damaged noses. 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 / medicine Vet-Line: Our Vet-Line of tinctures have been specially formulated for use by and recommended by Veterinarians. This line of tinctures are higher in Hemp medicine than our regular tinctures and are only sold through Veterinarians. From 120mg to 2000mg dosages.

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 / medicine

Vet-Line: Our Vet-Line of tinctures have been specially formulated for use by and recommended by Veterinarians. This line of tinctures are higher in Hemp medicine than our regular tinctures and are only sold through Veterinarians. From 120mg to 2000mg dosages.

According to the American Pet ProductsAssociation, 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:

1.	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 recalls

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

Competition

Several 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.

_________

Popular competitive products include: Zuke's® ‘Hip-Action’ Hip and Joint Chews, Pet Naturals® ‘Calming’ Soft Moist Chews, Cloud Star® ‘Dynamo Dog’ Hip and Joint Treats, Blue Buffalo® ‘Jolly Joints’ Jerky Treats.

Hemp supplement products: There are four companies that we know of who are currently operating in this category. They are offering products in capsule and baked biscuit formats; Canna-Pet^TM‘Canna-Biscuits’ and capsules, Canna-Companion^TM Hemp capsules, Treatibles^TMbaked CBD dog biscuits and TruLeaf dog chews.

Market Opportunity

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 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, pet tinctures, creams and slaves followed by hemp based supplements for pets in the USA market. This will lay a profitable foundation for the company’s long-term strategy to secure a new animal drug application for a Hemp-based pet medication sold via veterinary prescription in the $13.8 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. (~~https~~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.

~~As of December 6, the Company has unresolved staff comments solely related to disclosures on its Form S-1 filed with the SEC on September 15, 2017~~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, ~~2017~~2018, we had $1342,~~380~~594 in cash as compared to $~~980~~13,380 as of August 31, ~~2016~~2017. 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 ~~has~~ raised $17,500 during August 31, 2017 for the sale of common stock at $0.10 per common share and itissued ~~has also raised $85~~175,000 ~~between~~common ~~September~~shares. 1,During ~~2017~~the ~~and~~year ~~November~~ended 7August 31, ~~2017~~2018, ~~through~~the ~~recent~~Company ~~sales~~issued of850,000 ~~its~~ common ~~stock~~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, ~~2017~~2018, 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, ~~2017~~2018 as compared to revenue for the fiscal year ended August 31, ~~2016~~2017 of $Nil.

Total expenses in the fiscal year ended August 31, 2017 were $30,267 as compared to total expenses for the fiscal year ended August 31, 2016 of $93,867 resulting in a net loss for the fiscal year ended August 31, 2017 of $30,267 as compared to a net loss of $93,867 for the fiscal year ended August 31, 2016. The net loss for the fiscal year ended August 31, 2017 is a result of Professional fees of $13,200 comprised primarily of legal and accounting expense, General and administrative expense of $7,467, Management fees of $9,600, and Rent of $Nil as compared to the net loss for the fiscal year ended August 31, 2016 of $93,867 which was a result of Professional fees of $12,961 comprised primarily of legal and accounting expense, General and administrative expense of $7,306, Management fees of $16,800 and Rent of $36,800.

Total expenses in the fiscal year ended August 31, 2018 were $48,274 as compared to total expenses for the fiscal year ended August 31, 2017 of $30,267 resulting in a net loss for the fiscal year ended August 31, 2018 of $48,274 as compared to a net loss of $30,267 for the fiscal year ended August 31, 2017. The net loss for the fiscal year ended August 31, 2018 is a result of Professional fees of $35,677, comprised primarily of legal and accounting expense, General and administrative expense of $12,597, Management fees of $Nil as compared to the net loss for the fiscal year ended August 31, 2017 of $30,267 which was a result of Professional fees of $13,200, comprised primarily of legal and accounting expense, General and administrative expense of $7,142 Management fees of $9,925 and Rent of $Nil.

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.

It is the Company’s hope that sales will be generated within 30 days following the closing of this offering.

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.

~~Apawthecary~~REPORT ~~Pets~~OF ~~USA~~INDEPENDENT ~~(formerly~~REGISTERED ~~Bookedbyus~~PUBLIC ~~Inc.)~~ACCOUNTING FIRM

~~Financial~~To ~~Statements~~the Shareholders and Board of Directors of

~~(Expressed~~Apawthecary inPets ~~U.S. Dollars)~~USA

~~For~~Opinion on the ~~years~~Financial ~~ended August 31, 2017 and 2016~~Statements

10We have audited the accompanying balance sheets of Apawthecary Pets USA (the “Company”) as of August 31, 2018 and 2017, 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 and 2017, 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.

~~Report~~Going ofConcern ~~Independent Registered Public Accounting Firm~~Matter

~~Board~~The ofaccompanying ~~Directors~~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 ~~Stockholders~~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.

~~Apawthecary~~Basis ~~Pets~~for ~~USA (formerly Bookedbyus Inc.)~~Opinion

WeThese ~~have~~financial ~~audited~~statements are the ~~accompanying~~responsibility ~~balance~~of ~~sheets~~the ofCompany’s ~~Apawthecary~~management. ~~Pets~~Our ~~USA~~responsibility ~~(formerly~~is ~~Bookedbyus~~to ~~Inc.)~~express (an opinion on the “Company”)’s asfinancial ofstatements ~~August~~based ~~31,~~on ~~2017~~our ~~and~~audits. ~~2016,~~We ~~and~~are ~~the~~a ~~related~~public ~~statements~~accounting offirm ~~operations,~~registered ~~changes~~with inthe ~~stockholders’~~Public ~~deficit,~~Company ~~and~~Accounting ~~cash~~Oversight ~~flows~~Board ~~for~~(United ~~the~~States) ~~years~~("PCAOB") ~~ended~~and ~~August~~are ~~31,~~required ~~2017~~to ~~and~~be ~~2016.~~independent ~~These~~with ~~financial~~respect ~~statements~~to ~~are~~ the ~~responsibility~~Company ofin ~~the~~accordance ~~entity’s~~with ~~management~~the U.S. ~~Our~~federal ~~responsibility~~securities islaws toand ~~express~~the anapplicable ~~opinion~~rules onand ~~these~~regulations ~~financial~~of ~~statements~~the ~~based~~Securities onand ~~our~~Exchange ~~audits~~Commission and the PCAOB.

We conducted our audits in accordance with the standards of the ~~Public Company Accounting Oversight Board (United States)~~PCAOB. Those standards require that we plan and perform anthe 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. ~~Our~~As ~~audits~~part ~~included consideration~~ of ~~internal~~our ~~control~~audits ~~over~~we ~~financial~~are ~~reporting~~required asto aobtain ~~basis~~an ~~for~~understanding ~~designing~~of ~~audit~~internal ~~procedures~~control ~~that~~over ~~are~~financial ~~appropriate~~reporting ~~in the circumstances,~~ 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. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

InOur ~~our~~audits ~~opinion,~~included performing procedures to assess the ~~financial~~risks ~~statements~~of ~~referred~~material tomisstatement ~~above~~of ~~present~~the ~~fairly~~financial statements, inwhether ~~all~~due ~~material~~to ~~respects,~~error ~~the~~or ~~financial~~fraud, ~~position~~and ofperforming ~~Apawthecary~~procedures ~~Pets~~that ~~USA~~respond ~~(formerly~~to ~~Bookedbyus~~those ~~Inc~~risks.) asSuch ofprocedures ~~August~~included 31examining, ~~2017~~on ~~and~~a ~~2016~~test basis, ~~and~~evidence regarding the ~~results~~amounts ofand ~~its~~disclosures ~~operations~~in ~~and~~the ~~its~~financial ~~cash~~statements. ~~flows~~Our ~~for~~audits ~~the~~also ~~years~~included ~~ended~~evaluating ~~August~~the ~~31,~~accounting ~~2017~~principles used and ~~2016,~~significant inestimates ~~conformity~~made ~~with~~by ~~accounting~~management, ~~principles~~as ~~generally~~well ~~accepted~~as inevaluating the ~~United~~overall ~~States~~presentation of ~~America~~the financial statements. We believe that our audits provides a reasonable basis for our opinion.

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 incurred net losses and has a working capital deficit, which 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.

/s/ MaloneBailey, LLP

www.malonebailey.com

We have served as the Company's auditor since 2015.

Houston, Texas

December 14, ~~2017~~2018

Apawthecary Pets USA
Balance Sheets
(Expressed in U.S. Dollars)

	August 31,			August 31,
	2018			2017
Assets

Current assets
Cash and cash equivalents	$	42,594		$	13,380
Inventory	$	7,200		$	-
Total current assets		49,794			13,380

Total Assets	$	49,794		$	13,380

Liabilities and Stockholders' Deficit

Current liabilities
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.

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

Operating Expenses
Professional fees	$	35,677		$	13,200
General and administrative		12,597			7,142
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.

Apawthecary Pets USA (formerly Bookedbyus Inc.) Balance Sheets (Expressed in U.S. Dollars)
Apawthecary Pets USA
	August 31, 2017			August 31, 2016
Statements of Changes in Stockholders' Deficit
Assets
(Expressed in U.S. Dollars)
Current assets
For the years ended August 31, 2018 and August 31, 2017
Cash and cash equivalents	$	13,380		$	980
	Number of						Additional		Accumulated			Stockholders'
Total current assets		13,380			980
	shares issued			Capital stock			paid in capital		deficit			deficit
Total Assets	$	13,380		$	980
				$			$		$			$
Liabilities and Stockholders’ Deficit
Balance at August 31, 2016		22,170,000			22,170			86,180		(322,008	)		(213,658	)
Current liabilities
Shares issued for settlement for due to related party		1,632,264			1,632			161,568		-			163,200
Accounts payable and accrued liabilities	$	5,333		$	3,391
Common shares sold for cash		175,000			175			17,325					17,500
Accounts payable due to related parties (Note 3)		599			153,874
Net loss for the year		-			-			-		(30,267	)		(30,267	)
Due to related parties (Note 3)		70,673			57,373
Balance at August 31, 2017		23,977,264			23,977			265,073		(352,275	)		(63,225	)
Total current liabilities		76,605			214,638
Balance at August 31, 2017		23,977,264			23,977			265,073		(352,275	)		(63,225	)
Total Liabilities		76,605			214,638
Common shares sold for cash		850,000			850			84,150		-			85,000
Stockholders’ deficit
Net loss for the year		-			-			-		(48,274	)		(48,274	)
Capital stock (Note 4)
Balance at August 31, 2018		24,827,264			24,827			349,223		(400,549	)		(26,499	)
Authorized
75,000,000 of common shares, par value $0.001
Issued and outstanding
23,977,264 common shares issued and outstanding (2016 – 22,170,000), par value $0.001		23,977			22,170
Additional paid in capital		265,073			86,180
Accumulated deficit		(352,275	)		(322,008	)
Total stockholders’ deficit		(63,225	)		(213,658	)
Total Liabilities and Stockholders’ Deficit	$	13,380		$	980

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

Apawthecary Pets USA (formerly Bookedbyus Inc.) Statements of Operations (Expressed in U.S. Dollars)
Apawthecary Pets USA
	For the year ended August 31, 2017			For the year ended August 31, 2016
Statements of Operations
Operating Expenses
(Expressed in U.S. Dollars)
Professional fees	$	13,200		$	12,961
	For the			For the
General and administrative		7,142			7,306
	year ended			year ended
Management fees (Note 3)		9,925			36,800
	August 31,			August 31,
Rent (Note 3)		-			36,800
	2018			2017
Total operating expenses		30,267			93,867
Cash flows from operating activities
Net loss	$	(3048,~~267~~274	)	$	(9330,~~867~~267	)
Basic and diluted net loss per common share- basic and diluted	$	(0.00	)	$	(0.00	)
Changes in operating asssets and liabilities:
Weighted average number of common shares – basic and diluted		23,033,065			22,170,000
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 (formerly Bookedbyus Inc.) Statements of Changes in Stockholders’ Deficit (Expressed in U.S. Dollars) For the year ended August 31, 2017 and August 31, 2016
	Number of shares issued		Capital stock		Additional paid in capital		Accumulated deficit			Stockholders’ deficit
			$		$		$			$
Balance at August 31, 2015		22,170,000		22,170		86,180		(228,141	)		(119,791	)
Net loss for the year		-		-		-		(93,867	)		(93,867	)
Balance at August 31, 2016		22,170,000		22,170		86,180		(322,008	)		(213,658	)
Balance at August 31, 2016		22,170,000		22,170		86,180		(322,008	)		(213,658	)
Shares issued for settlement for due to related party		1,632,264		1,632		161,568		-			163,200
Common shares sold for cash		175,000		175		17,325		-			17,500
Net loss for the year		-		-		-		(30,267	)		(30,267	)
Balance at August 31, 2017		23,977,264		23,977		265,073		(352,275	)		(63,225	)

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 ~~accompanying~~Company intends to operate in the pet industry. On ~~notes~~July ~~are~~20, an2017, ~~integral~~the ~~part~~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 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 $48,274 for the year ended August 31, 2018 and $30,267 for the year ended August 31, 2017 and has a working capital deficit at August 31, 2018. 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. 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.

Apawthecary Pets USA (formerly Bookedbyus Inc.) Statements of Cash Flows (Expressed in U.S. Dollars)
	For the year ended August 31, 2017			For the year ended August 31, 2016
Cash flows from operating activities
Net loss	$	(30,267	)	$	(93,867	)
Changes in operating assets and liabilities
Increase in accounts payable and accrued liabilities		1,942			259
Increase (decrease) in accounts payable due to related parties		(9,925	)		73,600
Cash flows used in operating activities		(18,400	)		(20,008	)
Cash flows from financing activities
Advances from related parties		13,300			20,473
Proceeds from common shares sold for cash		17,500			-
Cash provided by financing activities		30,800			20,473
Net increase in cash		12,400			465
Cash and cash equivalents, beginning of year		980			515
Cash and cash equivalents, end of year	$	13,380		$	980
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		$	-

Apawthecary Pets USA

Notes to Financial Statements

(Expressed in U.S. Dollars

~~The~~1. ~~accompanying~~Nature ~~notes~~and ~~are~~Continuance anof ~~integral~~Operations ~~part~~(Continued) As of ~~these~~August 31, 2018, the Company was not engaged in continued business, and had significant expenses from early stage activities. Although management is currently attempting to implement its business plan and is seeking additional sources of financing, there is no assurance the activity will be successful. Accordingly, the Company must rely on its president to perform essential functions without compensation until a business operation can be commenced. The financial statements do not include any adjustments that may result from the outcome of this uncertainty.

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 first-in first-out method. Cost includes materials, labor and manufacturing overhead related to the purchase and production of inventories. The Company regularly review inventory quantities on hand, future purchase commitments with supplies, and the estimated utility of inventory. If the review indicates a reduction in utility below carrying value, the Company reduces the inventory to a new cost basis through a charge to cost of goods sold. All inventory as of 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.

Apawthecary Pets USA ~~(formerly Bookedbyus Inc.)~~ Notes to Financial Statements (Expressed in U.S. Dollars)

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. ~~Nature~~Information at this level is based on direct observations of transactions involving the same assets and ~~Continuance~~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 ~~Operations~~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.

~~Apawthecary~~ Currency ~~Pets~~Risk The ~~USA~~Company’s ~~(formerly~~assets ~~Bookedbyus~~and ~~Inc~~liabilities are in U.)S. (dollars, which is the “Company”)’s ~~was~~functional ~~incorporated~~and ~~under~~presentation ~~the~~currency. ~~laws~~The ofCompany ~~the~~has ~~State~~no oftransactions ~~Nevada~~in oncurrencies ~~December~~other 27than U.S. dollar. As a result, ~~2007~~foreign currency risk is insignificant. Interest Rate Risk The Company ~~intends~~has tocash ~~operate~~balances inand no interest-bearing debt. It is management’s opinion that the ~~pet~~Company ~~industry~~is not exposed to significant interest risk arising from these financial instruments.

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

In the opinion of the management, all normal recurring adjustments which are necessary for a fair presentation of financial statements of the results for the year ended August 31, 2017, have been included.

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, 2017 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 $30,267 for the year ended August 31, 2017 and $93,867 for the year ended August 31, 2016 and has a working capital deficit at August 31, 2017. These factors raise substantial doubt about the ability of the Company to continue as a going concern.

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

As at August 31, 2017, 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.

2.Apawthecary ~~Significant~~Pets ~~Accounting~~USA ~~Policies~~Notes to Financial Statements (Expressed in U.S. Dollars

2. Significant Account Policies (Continued) Financial instruments (Continued) Liquidity Risk Liquidity risk is the risk that an entity will encounter difficulty in meeting obligations associated with its financial liabilities. The ~~following~~Company is areliant ~~summary~~upon equity issuances and advances from related parties as its sole source of ~~significant~~cash. ~~accounting~~The ~~policies~~Company ~~used~~has been successful in raising equity financing in the ~~preparation~~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 ~~these~~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.

~~Definition~~Related parties Accounts payable due to related party represents an obligation to pay for services that were used in the ordinary course of ~~fiscal~~business. ~~year~~The amount is classified as a current liability as payment is due on demand.

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.
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 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 considers the carrying amount of long term bank loans to approximate their fair values based on the interest rates of the instruments and the current market rate of interest.
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.

17

2.Apawthecary ~~Significant~~Pets ~~Accounting~~USA ~~Policies~~Notes to Financial Statements (~~Continued)~~Expressed in U.S. Dollars

2. Significant Account Policies (Continued) Financial instruments (Continued) 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, 2018, the Company has no items that represent a comprehensive loss and, therefore, has not included a schedule of comprehensive loss in the financial statements. Start-up expenses The Company has adopted ASC 720-15, “Start-Up Costs”, which requires that costs associated with start-up activities be expensed as incurred. Accordingly, start-up costs associated with the Company's formation have been included in the Company's general and administrative expenses. Use of estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect 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.

~~Level~~Stock-based 3compensation IfASC ~~inputs~~718, ~~from~~“Compensation ~~levels~~– 1Stock ~~and 2 are not available~~Compensation”, ~~FASB~~which ~~acknowledges~~establishes ~~that~~accounting ~~fair~~for ~~value~~equity ~~measures~~instruments ofexchanged ~~many~~for ~~assets~~employee ~~and liabilities are less precise~~services. ~~The~~Under ~~board~~the ~~describes~~provisions ~~Level~~of 3ASC ~~inputs as “unobservable~~718,” ~~and~~stock-based ~~limits~~compensation ~~their~~cost ~~use~~is bymeasured ~~saying~~at ~~they~~the ~~“shall~~grant bedate, ~~used~~based toon ~~measure~~the calculated fair value toof the ~~extent~~award, ~~that~~and ~~observable~~is ~~inputs~~recognized ~~are~~as ~~not~~an ~~available.”~~expense ~~This~~over ~~category~~the ~~allows~~employees’ ~~“for~~requisite ~~situations~~service inperiod ~~which~~(generally ~~there~~the isvesting ~~little,~~period ifof ~~any, market activity for~~ the ~~asset~~equity orgrant). ~~liability~~Adoption atof ~~the~~ASC ~~measurement~~718 ~~date”.~~does ~~Earlier~~not inchange the ~~standard,~~way ~~FASB~~the ~~explains~~Company ~~that~~accounts ~~“observable~~for ~~inputs”~~share-based ~~are~~payments ~~gathered~~to ~~from~~non-employees, ~~sources~~with ~~other~~guidance ~~than~~provided ~~the~~by ~~reporting~~ASC ~~company~~505-50, ~~and~~“Equity-Based ~~that~~Payments ~~they are expected~~ to ~~reflect assumptions made by market participants~~Non-Employees”.

As at August 31, 2017, 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, 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.

18

2.Apawthecary ~~Significant~~Pets ~~Accounting~~USA ~~Policies~~Notes to Financial Statements (~~Continued)~~Expressed in U.S. Dollars

~~Income~~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.

~~Deferred~~3. ~~income~~Due ~~taxes~~to ~~are~~Related ~~reported~~Parties ~~for~~and ~~timing~~Related ~~differences~~Party ~~between~~Transactions ~~items~~During ~~of income or expense reported in~~ the ~~financial~~year ~~statements~~ended ~~and~~August ~~those reported for income tax purposes in accordance with ASC 740~~31, ~~“Income Taxes”~~2018, ~~which requires~~ the ~~use~~Company ofaccrued ~~the~~management ~~asset/liability~~fee ~~method~~in ~~of accounting for income taxes. Deferred income taxes and tax benefits are recognized for~~ the ~~future~~amount ~~tax consequences attributable to differences between the financial statement carrying amounts~~ of ~~existing~~$Nil ~~assets~~(2017 ~~and~~- ~~liabilities and their respective tax bases~~$9, ~~and for tax loss and credit carry-forwards~~925). ~~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~~outstanding ~~provides~~balance ~~for~~of ~~deferred~~management ~~taxes~~fees ~~for~~payable ~~the~~is ~~estimated~~$551 ~~future~~and ~~tax~~$599 ~~effects~~as ~~attributable~~of toAugust ~~temporary~~31, ~~differences~~2018 and ~~carry-forwards~~2017, ~~when realization is more likely than not~~respectively.

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, 2017, the Company has no items that represent a comprehensive loss and, therefore, has not included a schedule of comprehensive loss in the financial statements.

Start-up expenses

The Company has adopted ASC 720-15, “Start-Up Costs”, which requires that costs associated with start-up activities be expensed as incurred. Accordingly, start-up costs associated with the Company's formation have been included in the Company's general and administrative expenses.

2.Apawthecary ~~Significant~~Pets ~~Accounting~~USA ~~Policies~~Notes to Financial Statements (~~Continued)~~Expressed in U.S. Dollars

~~Foreign~~3. ~~currency~~Due ~~translation~~to Related Parties and Related Party Transactions (Continued) As of August 31, 2018, related parties of the Company have provided a series of loan, totaling $70,673 (2017 - $70,673), for working capital purposes. During the year August 31, 2017, the Company borrowed $20,473. These amounts are unsecured, interest-free and are due on demand. During the year ended August 31, 2017, the Company accrued rent expense in the amount of $Nil (2016 - $36,800) to a company with an officer in common. The outstanding balance of rent payable was $Nil and $76,800 as of August 31, 2017 and 2016, respectively. 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:

~~The~~1. ~~Company’s~~Upon ~~functional~~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 ~~reporting~~subject ~~currency~~to isthe terms of an escrow agreement whereby the License Fee will remain in ~~U.S.~~the ~~dollars.~~escrow ~~The~~account ~~financial~~until ~~statements~~the earlier of a $3,000,000 raise by the ~~Company~~Licensee ~~are~~or ~~translated~~after tothe USet-up Period.S 2. ~~dollars~~Term inof ~~accordance~~the License Agreement is 10 years with ~~ASC~~a ~~830,~~5 ~~“Foreign~~year ~~Currency~~renewal ~~Matters”~~term. ~~Monetary~~3. ~~assets~~The ~~and~~license ~~liabilities~~is ~~denominated~~an inexclusive, ~~foreign~~non-transferable, ~~currencies~~non-sub ~~are~~licensable ~~translated~~license ~~using~~to manufacture, sell, represent, market, distribute and advertise the ~~exchange~~Licensed ~~rate~~Products ~~prevailing~~within atthe Territory on the ~~balance~~terms ~~sheet~~and ~~date.~~conditions ~~Gains~~set forth in the License Agreement and ~~losses~~shall ~~arising~~include onaccess ~~translation~~to, orand ~~settlement~~use of, ~~foreign~~the ~~currency~~Solace ~~denominated~~Products ~~transactions~~within orthe ~~balances~~Territory ~~are~~on ~~included~~the terms and conditions set forth in the ~~determination~~License ofAgreement ~~income.~~and ~~The~~shall ~~Company~~include ~~has~~access ~~not~~to, toand use of, the ~~date~~Solace ofManagement ~~these~~Group ~~financial~~Inc.’s ~~statements,~~Licensed ~~entered~~Products ~~into~~and ~~derivative~~Services, ~~instruments~~Marks, toManuals, ~~offset~~brands, and the ~~impact~~business offormat, ~~foreign~~formulations, ~~currency~~methods, ~~fluctuations.~~specifications, standards, and operating procedures.

Use of estimates

	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.

~~The~~Solace ~~preparation~~Management ofGroup ~~financial~~Inc. ~~statements~~owns inthe ~~conformity~~brand ~~with~~and Uintellectual property rights to Apawthecary Pets.S Apawthecary Pets Inc., ~~GAAP~~a ~~requires~~Canadian ~~management~~corporation tolicensed ~~make~~the ~~estimates~~brand and ~~assumptions~~distribution ~~that~~rights ~~affect~~for ~~the~~Apawthecary ~~amounts~~Pets offor ~~assets~~use ~~and~~in ~~liabilities~~Canada ~~and~~from ~~disclosures~~Solace ofManagement ~~contingent~~Group ~~assets~~Inc. ~~and~~Solace ~~liabilities~~Management atGroup ~~the~~Inc. ~~date~~and ofApawthecary ~~the~~Pets ~~financial~~USA ~~statements~~have an officer and ~~the~~director ~~reported~~in ~~amounts~~common, ofBradley ~~revenues~~Kersch. Apawthecary Pets USA has negotiated a licensing and ~~expenditures~~distribution ~~during~~agreement ~~the~~with ~~reporting~~Solace ~~period~~Management Group Inc. ~~Actual~~The ~~results~~$100,000 ~~could~~License ~~differ~~fee ~~from~~has ~~these~~not ~~estimates~~been paid as of August 31, 2018.

Stock-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”.

Recent accounting pronouncements

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

3. Due to Related Parties and Related Party Transactions

During the year ended August 31, 2017, the Company accrued management fees in the amount of $9,925(2016 - $36,800) to a consultant, Brad Kersch, who is under contract until December 31, 2016. The outstanding balance of management fees payable was $599 and $77,074 as of August 31, 2017 and 2016, respectively.

During the year ended August 31, 2017, the Company accrued rent expense in the amount of $Nil (2016 - $36,800) to a company with an officer in common. The outstanding balance of rent payable was $Nil and $76,800 as of August 31, 2017 and 2016, respectively.

On February 24, 2017, the Company settled the accounts payable of $86,400 with Brad Kersch for consulting services, per the Consulting Services Agreement, for 864,264 of Apawthecary Pets USA’s Common Shares at $0.10 per share.

On February 24, 2017, the Company settled an accounts payable of $76,800 to Digital Pilot Inc., a Company with a director in common, for office rental in Los Angeles, per the California Commercial Lease Agreement, for 768,000 of Apawthecary Pets USA’s Common Shares at $0.10 per share. 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.

As of August 31, 2017, related parties of the Company have provided a series of loan, totaling $70,673 (2016 - $57,373), 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 .

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

4. Capital Stock The total authorized capital is 75,000,000 common shares with a par value of $0.001 per common share. 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 common 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. Issued and outstanding The Company had 24,827,264 and 23,977,264 common shares issued and outstanding as at August 31, 2018 and August 31, 2017, respectively. On February 24, 2017, ~~Apawthecary~~the ~~Pets~~Company ~~USA~~issued ~~entered~~1,632,264 ~~into~~common ashares ~~license~~to ~~agreement~~officers ~~with~~of ~~Solace~~the ~~Management~~Company ~~Group~~for ~~Inc~~the settlement of $163,200 in related party debt. The Company determined the fair market value of each common share to be $0.10 per share. There was no gain or loss on settlement of related party debt. During the year ended August 31, 2017, the Company issued 175,000 common shares at a ~~British~~price ~~Columbia~~of ~~corporation~~$0.10 ~~The~~per ~~material~~common ~~terms~~share to raise total cash proceeds of ~~such~~$17,500. During ~~license~~the ~~agreement~~year ~~are:~~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.

15. ~~Upon~~Income ~~execution~~Taxes ofThe ~~the~~Company ~~Agreement,~~accounts ~~the~~for ~~Apawthecary~~income ~~Pets~~taxes ~~USA~~under ~~shall~~FASB ~~provide~~Accounting aStandard ~~non-refundable~~Codification ~~license~~ASC ~~fee~~740 ~~in the amount of $100,000 (the~~ "~~License~~Income ~~Fee~~Taxes"). toASC be740 ~~held~~requires inuse ~~an escrow account pursuant and subject to the terms~~ of ~~an escrow agreement whereby~~ the ~~License~~liability ~~Fee~~method. ~~will~~ASC ~~remain~~740 inprovides ~~the~~that ~~escrow~~deferred ~~account~~tax ~~until~~assets ~~the~~and ~~earlier~~liabilities ofare arecorded ~~$3,000,000~~based ~~raise~~on by the ~~Licensee~~differences orbetween ~~after~~ the ~~Set-up~~tax ~~Period.~~bases ~~2. Term~~ of ~~the~~assets ~~License~~and ~~Agreement~~liabilities isand 10their ~~years~~carrying ~~with~~amounts afor 5financial ~~year~~reporting ~~renewal term. 3. The license is an exclusive~~purposes, ~~non-transferable,~~referred ~~non-sub licensable license~~ to ~~manufacture,~~as ~~sell,~~temporary ~~represent,~~differences. ~~market,~~Deferred ~~distribute~~tax assets and ~~advertise~~liabilities ~~the~~at ~~Licensed Products within~~ the ~~Territory~~end onof ~~the~~each ~~terms~~period ~~and~~are ~~conditions~~determined ~~set~~using ~~forth in~~ the ~~License~~currently ~~Agreement~~enacted ~~and~~tax ~~shall~~rates ~~include~~applied ~~access~~ to, ~~and~~taxable ~~use~~income ~~of,~~in the ~~Solace~~periods ~~Management~~in ~~Group~~which ~~Inc.’s~~the ~~Licensed~~deferred ~~Products~~tax ~~and~~assets ~~Services, Marks, Manuals, brands,~~ and ~~the~~liabilities ~~business~~are ~~format,~~expected ~~formulations,~~to ~~methods,~~be ~~specifications,~~settled ~~standards,~~or ~~and operating procedures~~realized. 4.There ~~Apawthecary~~was ~~Pets~~a ~~USA~~change ~~shall~~in ~~pay~~control in the ~~Solace~~current ~~Management~~year ~~Group Inc. for all packaging~~ and ~~shipment~~as ~~expenses~~such to the ~~Licensee~~total atamount ~~the~~should ~~then~~be ~~current~~limited ~~market rate plus 20%. 5. Royalties will commence~~ to ~~accrue~~section ~~when~~382 ~~the~~of ~~Licensed Products are accepted by~~ the ~~Apawthecary~~Internal ~~Pets~~Revenue ~~USA.~~Code ~~Apawthecary~~such ~~Pets~~a ~~USA~~change ~~shall pay quarterly royalties~~ in ~~addition~~control tonegates ~~the~~much ~~yearly royalty fee, 10%~~ of ~~sales~~the ~~based~~tax onloss ~~the~~carry ~~wholesale~~forward ~~price~~and ofdeferred ~~each~~income ~~item~~tax.

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, 2017.

4. Capital Stock

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

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.

Issued and outstanding

The Company had 23,977,264 and 22,170,000 common shares issued and outstanding as at August 31, 2017 and August 31, 2016, respectively.

On February 24, 2017, the Company issued 1,632,264 common shares to officers of the Company for the settlement of $163,200 in related party debt.

The Company determined the fair market value of each common share to be $0.10 per share.

During the year ended August 31, 2017, the Company issued 175,000 common shares at a price of $0.10 per common share to raise total cash proceeds of $17,500.

5.Apawthecary ~~Income~~Pets ~~Taxes~~USA Notes to Financial Statements (Expressed in U.S. Dollars

~~The~~5. ~~Company~~Income ~~accounts~~Taxes ~~for~~(Continued) ~~income~~As ~~taxes~~of ~~under~~August ~~FASB~~31, ~~Accounting~~2018, ~~Standard~~and ~~Codification~~2017, ~~ASC~~the ~~740~~Company ~~"Income~~had ~~Taxes".~~net ~~ASC~~operating ~~740~~loss ~~requires~~carry ~~use~~forwards of ~~the~~$400,549 ~~liability~~and ~~method.~~$352,275 ~~ASC~~that ~~740~~may ~~provides~~be ~~that~~available ~~deferred~~to ~~tax~~reduce ~~assets~~future ~~and~~years' ~~liabilities~~taxable ~~are~~income. ~~recorded~~Future ~~based~~tax onbenefits ~~the~~which ~~differences~~may ~~between~~arise ~~the~~as ~~tax~~a ~~bases~~result of ~~assets~~these ~~and~~losses ~~liabilities~~have ~~and~~not ~~their~~been ~~carrying~~recognized ~~amounts~~in ~~for~~these financial ~~reporting purposes~~statements, ~~referred~~as totheir asrealization ~~temporary~~is ~~differences.~~determined ~~Deferred~~not ~~tax~~likely ~~assets~~to occur and ~~liabilities~~accordingly, at the ~~end~~Company ofhas ~~each~~recorded ~~period~~a ~~are~~valuation ~~determined~~allowance ~~using~~for the ~~currently~~deferred ~~enacted~~ tax ~~rates~~asset ~~applied~~relating to ~~taxable~~these ~~income~~tax inloss ~~the~~carryforwards. ~~periods~~Net inoperation ~~which~~losses ~~the~~will ~~deferred~~begin ~~tax assets and liabilities are expected~~ to beexpire ~~settled~~in ~~or realized~~2030. ~~There~~The ~~was~~Company ahas ~~change~~not infiled ~~control~~any intax ~~the~~returns ~~current year~~ and as such ~~the~~all ~~total~~tax ~~amount~~years ~~should~~are beopen ~~limited~~for toinspection. ~~section~~Components ~~382~~ of ~~the~~net ~~Internal~~deferred ~~Revenue~~tax ~~Code~~assets, ~~such~~including a ~~change~~valuation inallowance, ~~control~~are ~~negates~~as ~~much~~follows ofat ~~the~~August ~~tax~~31, ~~loss~~2018 ~~carry forward~~ and ~~deferred income tax.~~2017:

As of August 31, 2017, and 2016, the Company had net operating loss carry forwards of $352,275 and $322,008 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 carry-forwards. 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.

	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		-			-

	2017			2016
Deferred tax assets:
Net operating loss carry forward		123,296			112,703
Less: valuation allowance		(123,296	)		(112,703	)
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.

The valuation allowance for deferred tax assets as of August 31, 2017 was $123,296, as compared to $112,703 as of August 31, 2016. 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, 2017.

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. The sources and tax effects of the differences are as follows:

U.S federal statutory rate	(35.0	%)
Valuation reserve	35.0	%
Total	-	%

At August 31, 2017, the Company had unused net operating loss carryover approximating $352,275 with a full valuation allowance of $123,296 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.

6.Apawthecary ~~Contracts~~Pets ~~Under~~USA ~~Commitment~~Notes to Financial Statements (~~Continued)~~Expressed in U.S. Dollars

On 5. ~~February~~Income ~~24,~~Taxes ~~2017,~~(Continued) The ~~the~~sources ~~Company~~and ~~issued~~tax ~~768,000~~effects ~~common shares with a fair value~~ of ~~$0.10 per shares to settle accounts of $76,800 in~~ the ~~California~~differences ~~lease~~are ~~agreement.~~as follows:

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.)

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

At August 31, 2018, the Company had unused net operating loss carryover approximating $400,549 with a full valuation allowance of $102,855 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.

On February 24, 2017, the Company issued 864,000 common shares with a fair value of $0.10 per share to settle accounts of $86,400 in the consulting agreement with Brad Kersch, who is an officer and director of the company.

7. Subsequent Events

Subsequent to August 31, 2017 the Company issued 850,000 common shares for cash proceeds of $85,000.

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 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, 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.

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, 2017, 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, 2017.

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

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	5152	President, Director
Aerock Fox5	7172	Secretary, Director
Fred Person1	6768	President, Treasurer, Chief Financial Officer and Chairman of the Board of Directors.
Susan Fox2	6061	Secretary
David Batrick3	5152	President, Secretary, Treasurer, Director

~~________~~__________________

¹The person named above held his office from October 22^nd, 2009 until February 24, 2017.

²The person named above has held her office from October 22^nd, 2009 until February 24, 2017.

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

⁴The 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.

⁵The 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.

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, ~~2017~~2018.

SUMMARY COMPENSATION TABLE
Name and principal position	Year	Salary ($)		Bonus ($)		Stock Awards ($)		Option Awards ($)		Non-Equity Incentive Plan Compensation ($)		Nonqualified Deferred Compensation Earnings ($)		All Other Compensation ($)		Total ($)
David Batrick	2007		0		0		0		0		0		0		0		0
Bradley D Kersch	2017		0		0		0		0		0		0		0		0
	2008		0		0		0		0		0		0		0		0
President/Treasurer	2018		0		0		0		0		0		0		0		0
	2009		0		0		0		0		0		0		0		0
Aerock	2017		0		0		0		0		0		0		0		0
Fred Person2 President	2009		0		0		0		0		0		0		0		0
Fox Secretary	2018		0		0		0		0		0		0		0		0
	2010		12,000		0		0		0		0		0		0		12,000
	2011		0		0		0		0		0		0		0		0
	2012		0		0		0		0		0		0		0		0
	2013		0		0		0		0		0		0		0		0
	2014		0		0		0		0		0		0		0		0
	2015		0		0		0		0		0		0		0		0
	2016		0		0		0		0		0		0		0		0
Susan Fox3 Secretary	2008		8,000		0		0		0		0		0		0		8,000
	2009		12,000		0		0		0		0		0		0		12,000
	2010		0		0		0		0		0		0		0		0
	2011		0		0		0		0		0		0		0		0
	2012		0		0		0		0		0		0		0		0
	2013		0		0		0		0		0		0		0		0
	2014		0		0		0		0		0		0		0		0
	2015		0		0		0		0		0		0		0		0
	2016		0		0		0		0		0		0		0		0
Bradley D Kersch President/Treasurer	2017		0		0		0		0		0		0		0		0
Aerock Fox Secretary	2017		0		0		0		0		0		0		0		0

During the stages of formation and development, the Company agreed to pay management fees to its executive officers. The Company arbitrarily determined $1,000 per month was reasonable. No written agreement exists. We did not agree to pay nor did we accrue any salaries in 2011, 2012, 2013, 2014 and 2015. We do not anticipate beginning to pay salaries until we have adequate funds to do so. There are no other stock option plans, retirement, pension, or profit sharing plans for the benefit of our officers and directors other than as described herein.

___________

2 As at August 31, 2015, the amounts due to related parties consist of $nil (2014 - $nil) payable to a director of the Company. On March 31, 2011, the Company settled the balance due in the amount of $14,475 by issuing 2,895,000 common shares of the Company valued at $0.005 per common share to this director of the Company (Note 6). This balance is non-interest bearing, unsecured and has no fixed terms of repayment.

3 As at August 31, 2014, the amounts due to related parties consist of $nil (2013 - $nil) payable to a former director of the Company. On March 31, 2011, the Company settled the balance due in the amount of $21,775 by issuing 4,355,000 common shares of the Company valued at $0.005 per common share to this former officer and director of the Company (Note 6). This balance is non-interest bearing, unsecured and has no fixed terms of repayment. As at August 31, 2014, the amounts due to related parties consist of $nil (2013 - $ nil) payable to a company with an officer in common. On March 31, 2011, the Company settled the balance due in the amount of $9,100 by issuing 1,820,000 common shares of the Company valued at $0.005 per common share to this company with an officer in common (Note 6). This balance is non-interest bearing, unsecured and has no fixed terms of repayment.

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, ~~2017~~2018.

OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

OPTION AWARDS

STOCK AWARDS

Name

Number of

Securities

Underlying

Unexercised

Options

(#)

Exercisable

Number of

Securities

Underlying

Unexercised

Options

(#)

Unexercisable

Equity

Incentive

Plan

Awards:

Number of

Securities

Underlying

Unexercised

Unearned

Options

(#)

Option

Exercise

Price

($)

Option

Expiration

Date

Number

Shares

or Units

Stock That

Have

Not

Vested

(#)

Market

Value

Shares

Units

Stock

That

Have

Not

Vested

($)

Equity

Incentive

Plan

Awards:

Number

Unearned

Shares,

Units or

Other

Rights

That Have

Not

Vested

(#)

Equity

Incentive

Plan

Awards:

Market or

Payout

Value of

Unearned

Shares,

Units or

Other

Rights

That

Have Not

Vested

(#)

Fred Person

Susan Fox

Bradley 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.

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, ~~2017~~2018:

DIRECTOR COMPENSATION
Name	Fees Earned or Paid in Cash ($)		Stock Awards ($)		Option Awards ($)		Non-Equity Incentive Plan Compensation ($)		Non-Qualified Deferred Compensation Earnings ($)		All Other Compensation ($)		Total ($)
1)Fred Person		0		0		0		0		0		0		0

2)Bradley Kersch		0		0		0		0		0		0		0

3)Aerock Fox		0		0		0		0		0		0		0

~~________~~ ___________

[1] Fred Person resigned as President & Director.

[2] Bradley Kersch appointed President & 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 23,977,264 shares of common stock issued and outstanding as of August 31, 2017.

Title of Class	Name and Address BeneficialOwner [1]		Amount and Nature of Beneficial Owner			Percent of Class
		Name and		Amount and
Common Stock	Susan Fox			4,455,000			18.6
		Address		Nature of
Common Stock	Bradley Kersch			4,164,597			17.4
		Beneficial		Beneficial			Percent of
Common Stock	Gabriele Jerousek			3,300,334			13.8
Title of Class		Owner [1]		Owner			Class
Common Stock	~~Tammy Kersch~~	Susan Fox		~~3,340,333~~	4,455,000		~~13.9~~	18.6
Common Stock	~~CWB~~	Bradley Kersch		~~1,820,000~~	4,164,597		~~7.6~~	17.4
Common Stock	~~Aerock Fox~~	Gabriele Jerousek		~~994,000~~	3,300,334		~~4.1~~	13.8
Common Stock	~~Digital Pilot~~	Tammy Kersch		~~868,000~~	3,300,333		~~3.6~~	13.8
Common Stock	~~All Officers & Directors as Group (2 persons)~~	CWB		~~6,026,597~~	1,820,000		~~25.1~~	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.

______________

[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 the year ended August 31, ~~2017~~2018, the Company accrued management ~~fees~~fee in the amount of $~~9,925~~Nil (~~2016~~2017 - $369,~~800~~925) ~~to a consultant Bradley Kersch who was under contract until December 31, 2016~~. The outstanding balance of management fees payable ~~was~~is $~~599~~551 and $~~77,074~~599 as of August 31, ~~2017~~2018 and ~~2016~~2017, respectively. ~~This consulting agreement terminated effective December 31, 2016.~~

AsDuring ofthe year ended August 31, ~~2017~~2018, ~~related parties of~~ the Company ~~have~~accrued ~~provided~~rent aexpense ~~series~~in ofthe ~~loans,~~amount ~~totaling~~of $~~70,673~~Nil (~~2016~~2017 - $~~57,373~~Nil), ~~for~~to ~~working~~a ~~capital~~company ~~purposes.~~with ~~These~~an ~~amounts~~officer ~~are~~in ~~unsecured, interest-free and are due on demand~~common.

OnAs ~~February~~of 24August 31, ~~2017~~2018, related parties of the Company ~~settled~~have ~~the~~provided ~~accounts~~a ~~payable~~series of loans, totaling $8670,~~400~~673 ~~with~~(2017 ~~Brad~~- ~~Kersch~~$70,673), for ~~consulting~~working ~~services,~~capital ~~per~~purposes. ~~the~~These ~~Consulting~~amounts ~~Services~~are ~~Agreement~~unsecured, ~~for~~interest-free ~~864,264~~and ofare ~~Apawthecary~~due ~~Pets~~on ~~USA’s Common Shares at $0~~demand.~~10 per share.~~

OnYuying ~~February~~Liang ~~24,~~has ~~2017,~~contributed ~~the~~uncompensated ~~Company~~financial ~~settled~~accounting anservices ~~accounts payable of $76,800~~ to ~~Digital Pilot Inc., with a director in common, for office rental in Los Angeles, per the California Commercial Lease Agreement, for 768,000 of~~ Apawthecary Pets USA~~’s Common Shares at $0~~.~~10 per share. 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~~

~~Yuying~~On ~~Liang~~August ~~has~~24, ~~contributed~~2017 ~~uncompensated~~Apawthecary ~~financial~~Pets ~~accounting~~USA ~~services~~entered tointo ~~Apawthecary~~a ~~Pets~~license ~~USA~~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.

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

Item 14. Principal Accounting Fees and Services.

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 ended August 31, 2017 we incurred approximately $9,635 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, 2017 and reviews of our financial statements for the quarters ended November 30, 2016, February 28, 2017 and May 31, 2017.

During the fiscal ~~year~~years ended August 31, ~~2016~~2018 weand ~~incurred~~2017 ~~approximately~~we ~~$9,500~~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, ~~2016~~but ~~and~~not ~~reviews~~limited ~~of our financial statements for the quarters ended November 30~~to, ~~2015,~~tax ~~February~~related 28services, ~~2016~~actuarial ~~and~~services ~~May~~or ~~31,~~valuation ~~2016~~services.

During the fiscal years ended August 31, 2017 and 2016 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.

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**
101		Interactive data files pursuant to Rule 405 of Regulation S-T

~~_______~~___________

[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

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.

Bookedbyus Inc.
	APAWTHECARY PETS USA.
By:	/s/ Brad Kersch
Dated: December 14, 2018	By:	/s/ Brad Kersch
	Brad Kersch
		Brad Kersch President and Director Principal Executive Officer Principal Financial Officer
	President and Director Principal Executive Officer Principal Financial Officer
Dated: December 14, 2017

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