UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

______________

FORM 8-K

______________

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): ~~February~~March 1824, 2016

AQUARIUS CANNABIS, INC.

(Exact name of registrant as specified in its charter)


Nevada	333-200932	47-1273086
(State or Other Jurisdiction	(Commission	(IRS Employer
of Incorporation)	File Number)	Identification No.)

515 South Flower Street, 36^th Floor

Los Angeles, CA 90071

(Address of Principal Executive Office) (Zip Code)

(888) 317-0460

(Registrant’s telephone number, including area code)

Not applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

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

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

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

Item 1.01 Entry into a Material Definitive Agreement.

On February 18, 2015, Aquarius Cannabis Inc. (“Aquarius”) entered into a binding Memorandum of Understanding (the “Agreement”) with Flying Eagle Advisors, LLC (“Flying Eagle”), a Native American-owned cannabis management consulting and financing company, to be the distribution, branding, and cultivation consulting partner of a series of cannabis cultivation facilities owned by Native American tribes in the United States.

Aquarius will be responsible for coordinating legal distribution, consulting on legal structuring and integrating the facilities into the state systems, developing the branding and marketing for all the products cultivated at the facilities, and ensuring that cultivation processes meet the rigorous brand-standards Aquarius has for its branded marijuana. Aquarius will own all the brands of the marijuana grown and distributed from these facilities.

Aquarius will earn 9.77% of the gross wholesale sales of products grown in the facility, once sold by an Aquarius-licensed distribution partner. Aquarius will earn 5% of gross revenue earned by the vertically integrated cultivation and manufacturing operation, and will receive per pound cultivation consulting fees based on the level of success the clients have growing its brands.

In addition to Flying Eagle, the binding agreement was signed by Grower’s Supply, LLC, a greenhouse design/build firm. Grower’s Supply, LLC will be responsible for the design, build, staffing, and day-to-day operational management of the facilities.

The Agreement is conditioned upon Flying Eagle raising sufficient capital to engage the Native American tribes.

Aquarius has agreed to issue Flying Eagle 100,000 warrants upon execution of this Agreement, and further equity incentives based upon certain milestones.

The foregoing description of the terms of the binding Memorandum of Understanding is qualified in its entirety by reference to the provisions of the Agreement as Exhibit 10.1 to this Current Report on Form 8-K (this “Report”), which is incorporated by reference herein.

Item 8.01 Other Events

On ~~February~~March 24, ~~2016~~2015, ~~the~~Aquarius ~~Company~~PR ~~issued~~LLC, a ~~press~~wholly-owned, ~~release~~Puerto ~~announcing~~Rican ~~the~~subsidiary ~~Binding~~of Aquarius Cannabis Inc. (“Aquarius”) entered into a binding Memorandum of Understanding By(the ~~and~~“MOU”) ~~Between~~with ~~Flying~~the ~~Eagle~~entities ~~Advisors~~which ~~LLC,~~comprise ~~Aquarius~~the ~~Cannabis~~California ~~Inc.,~~medical ~~and~~marijuana ~~Grower’s~~business ~~Supply~~known ~~LLC.~~as SpeedWeed (“SpeedWeed”), a ~~copy~~Los ofAngeles ~~which~~area isbased ~~attached~~retail todelivery ~~this~~service ~~Report~~providing asmedical ~~Exhibit~~marijuana 99access to over 25,000 patients.1.

Pursuant to the MOU, Aquarius will acquire the rights, title and interest in all business assets owned by SpeedWeed and its principals in connection with the SpeedWeed business. This includes the trade name “SpeedWeed,” including any claims to common law trademarks, active, abandoned or denied; all future revenue from the trade name SpeedWeed; SpeedWeed’s proprietary software platform; all data held in that platform; all vendor/supplier relationships of SpeedWeed; as well as all intellectual property, documents, records, domains and hard assets in connection with operating the SpeedWeed delivery service. Aquarius will not assume any liabilities for the SpeedWeed business or its entities prior to closing.

In exchange for the above, SpeedWeed and its owners will receive, at closing, proportionally to their ownership percentage: (i) 16 million shares of common stock in Aquarius; (ii) 3 million warrants to purchase common stock at $0.90 per share, with a 5-year expiration date from the date of closing: and (iii) an additional 3 million warrants, with the same terms, if and when Aquarius closes a deal(s) totaling $10M or more, for the sale of data gathered by the SpeedWeed platform.

Upon closing of the transaction, SpeedWeed co-founder and Chief Executive Officer, , AJ Gentile, will assume the role of Vice Chairman of the Board of Directors and Chief Technology Officer of Aquarius. Jennifer Gentile, SpeedWeed Chief Marketing Officer, will join Aquarius as the Chief Creative Officer, and Eugene Gentile, Co-Founder of SpeedWeed, will become Vice President of Business Development.

Additional terms of the MOU include the intention to (i) establish two additional independent members of the Board of Directors and (ii) cancel Class A and Class B Preferred stock of Aquarius Cannabis, Inc.

Aquarius and SpeedWeed have engaged counsel to draft final, definitive agreements (the “Agreements”) governing the transaction.

The execution of the Agreements will be conditioned upon final due diligence by both companies, including but not limited to receipt by Aquarius of a PCAOB audit of 2014 and 2015 financial statements for SpeedWeed’s three operating entities, and the execution of three (3) year employment agreements between Aquarius and certain principals of SpeedWeed, subject to approval by the Board of Directors of Aquarius. There can be no guarantees that the parties will enter into a definitive agreement or that the conditions to such proposed agreement will be satisfied such that the transaction will close.

The foregoing description of the terms of the binding MOU is qualified in its entirety by reference to the provisions of the MOU as included as an attachment to this Current Report on Form 8-K.

On March 31, 2016, the Company issued a press release announcing the Binding Memorandum of Understanding By and Between Aquarius PR LLC, a wholly-owned, Puerto Rican subsidiary of Aquarius Cannabis Inc., and the California medical marijuana business known as SpeedWeed, a copy of which is attached to this Report as Exhibit 10.1.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.

Exhibit No.		Description
Exhibit 10.1		Binding Memorandum of Understanding By and Between ~~Flying~~Aquarius ~~Eagle~~PR ~~Advisors~~ LLC, a wholly owned, Puerto Rican subsidiary of Aquarius Cannabis, Inc., and ~~Grower’s~~the ~~Supply~~California ~~LLC.~~medical marijuana business known as SpeedWeed, dated ~~February~~March 1824, 2016
Exhibit 99.1		Press Release dated ~~February~~March 2431, 2016

SIGNATURES

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

	AQUARIUS CANNABIS, INC.
Date: February 24, 2016	By:	/s/ Michael Davis Lawyer
Date: March 31, 2016	By:	/s/ Michael Davis Lawyer
		Michael Davis Lawyer
		President, Chief Executive Officer

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