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): ~~March~~April 2413, 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 84.01 ~~Other~~Changes ~~Events~~in Company's Certifying Accountant.

~~On March 24, 2015, Aquarius PR LLC, a wholly-owned, Puerto Rican subsidiary of Aquarius Cannabis Inc.~~ (~~“Aquarius”~~1) ~~entered~~Previous ~~into~~Independent aRegistered ~~binding~~Public ~~Memorandum~~Accounting of Understanding (the “MOU”) with the entities which comprise the California medical marijuana business known as SpeedWeed (“SpeedWeed”), a Los Angeles area based retail delivery service providing medical marijuana access to over 25,000 patients.Firm

~~Pursuant~~(i) toOn ~~the~~April ~~MOU~~13, 2016 Aquarius ~~will~~Cannabis, ~~acquire~~Inc. (the ~~rights~~“Company”) dismissed its independent registered public accounting firm, ~~title~~Pritchett, ~~and~~Siler ~~interest~~& inHardy, ~~all~~P.C. ~~business~~(“Pritchett”). ~~assets~~(ii) ~~owned~~The bydecision ~~SpeedWeed~~to ~~and~~change ~~its~~independent ~~principals~~registered inpublic ~~connection~~accounting ~~with~~firm was recommended and approved by the ~~SpeedWeed~~Board ~~business~~of Directors of the Company. ~~This~~(iii) ~~includes~~During the ~~trade~~Company’s ~~name~~two ~~“SpeedWeed~~most recent fiscal years ended December 31,” ~~including~~2015 and 2014 and any ~~claims~~subsequent tointerim ~~common~~periods ~~law~~through ~~trademarks~~April 13, ~~active~~2016, ~~abandoned~~the date of dismissal, (a) there were no disagreements with Pritchett on any matter of accounting principles or ~~denied;~~practices, ~~all~~financial ~~future~~statement ~~revenue~~disclosure, ~~from~~or auditing scope or procedure, which disagreements, if not resolved to the ~~trade~~satisfaction ~~name~~of ~~SpeedWeed;~~Pritchett, ~~SpeedWeed’s~~would ~~proprietary~~have ~~software~~caused ~~platform;~~it ~~all~~to ~~data~~make ~~held~~reference thereto in ~~that~~its ~~platform;~~reports ~~all~~on ~~vendor/supplier~~the ~~relationships~~financial ofstatements ~~SpeedWeed;~~for assuch ~~well~~years and (b) there were no “reportable events” as ~~all~~described ~~intellectual~~in ~~property,~~Item ~~documents~~304(a)(1)(v) of Regulation S-K. (iv) On April 19, ~~records~~2016, ~~domains~~the Company provided Pritchett with a copy of this Current Report and ~~hard~~has ~~assets~~requested inthat ~~connection~~it furnish the Company with ~~operating~~a ~~the~~letter ~~SpeedWeed~~addressed ~~delivery~~to ~~service~~the U.S. ~~Aquarius~~Securities ~~will~~and ~~not~~Exchange ~~assume~~Commission ~~any~~stating ~~liabilities~~whether ~~for~~it agrees with the ~~SpeedWeed~~above ~~business~~statements. orA ~~its~~copy ~~entities~~of ~~prior~~such toletter ~~closing~~is attached as Exhibit 16.1 to this Current Report on Form 8-K.

In(2) ~~exchange~~New ~~for~~Independent ~~the~~Registered ~~above,~~Public ~~SpeedWeed~~Accounting ~~and~~Firm ~~its~~On ~~owners~~April ~~will receive~~13, ~~at closing~~2016, ~~proportionally~~the toBoard ~~their~~of ~~ownership~~Directors ~~percentage:~~of ~~(i)~~the 16Company ~~million~~engaged ~~shares~~BF ofBorgers ~~common~~CPA, ~~stock~~P.C. ~~in Aquarius;~~ (ii“Borgers”) 3as ~~million~~its ~~warrants~~new toindependent ~~purchase~~registered ~~common~~public ~~stock~~accounting atfirm ~~$0.90~~to ~~per~~audit ~~share,~~and ~~with~~review athe ~~5-year~~Company’s ~~expiration~~financial ~~date~~statements. ~~from~~During the ~~date~~two ofmost ~~closing:~~recent ~~and~~fiscal ~~(iii)~~years anended ~~additional~~December 331, ~~million~~2015 ~~warrants,~~and ~~with~~2014 ~~the~~and ~~same~~any ~~terms,~~subsequent ifinterim ~~and~~periods ~~when~~through ~~Aquarius~~the ~~closes~~date ahereof ~~deal(s)~~prior ~~totaling~~to ~~$10M~~the orengagement ~~more~~of Borgers, ~~for~~neither the ~~sale~~Company, ofnor ~~data~~someone ~~gathered~~on byits ~~the~~behalf, ~~SpeedWeed~~has ~~platform.~~consulted Borgers regarding:

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.


	(i)	either: the application of accounting principles to a specified transaction, either completed or proposed; or the type of audit opinion that might be rendered on the Company’s consolidated financial statements, and either a written report was provided to the Company or oral advice was provided that the new independent registered public accounting firm concluded was an important factor considered by the Company in reaching a decision as to the accounting, auditing or financial reporting issue; or

	(ii)	any matter that was either the subject of a disagreement as defined in paragraph 304(a)(1)(iv) of Regulation S-K or a reportable event as described in paragraph 304(a)(1)(v) of Regulation S-K.

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 Number		Description
Exhibit 10.1		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, dated March 24, 2016
16.1		Letter from Pritchett, Siler & Hardy, P.C.
Exhibit 99.1		Press Release dated March 31, 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: March 31, 2016	By:	/s/ Michael Davis Lawyer
Date: April 28 2016	By:	/s/ Michael Davis Lawyer
		Michael Davis Lawyer
		Name: Michael Davis Lawyer
		President, Chief Executive Officer
		Title: Chief Executive Officer

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