S-1/A

As filed with the Securities and Exchange Commission on February 9, 2015

Registration No. 333-200932

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Amendment No. 1 to

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Aquarius Cannabis Inc.

(Exact Name of Registrant in its Charter)

Nevada	8741	47-1273086
(State or other Jurisdiction	(Primary Standard Industrial	(IRS Employer
of Incorporation)	Classification Code)	Identification No.)

2549 Cowley Drive

Lafayette, CO 80026

(888) 317-0460

(Address and Telephone Number of Registrant's Principal

Executive Offices and Principal Place of Business)

Copies of communications to:

Gregg E. Jaclin, Esq.

Szaferman, Lakind, Blumstein & Blader, PC

101 Grovers Mill Road, Suite 200

Lawrenceville, NJ 08648

Phone: 609-275-0400

Fax: 609-275-4511

Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective. If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ¨

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act of 1933, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act of 1933, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. ¨

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	¨	Accelerated filer	¨
Non-accelerated filer	¨	Smaller reporting company	þ

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities to be Registered	Amount to be Registered			Proposed Maximum Aggregate Offering Price per Share (2)		Proposed Maximum Aggregate Offering Price (2)		Amount of Registration Fee
Common Stock, $0.0001 par value per share		10,063,680	(1)	$	0.0777	$	781,948	$	90.86

———————

(1)

This Registration Statement covers the resale by our selling security holders of up to a total of 10,063,680 shares of Common Stock which consists of: (a) 2,000,000 shares of Common Stock issued to a portion of our selling security holders in a private offering; (b) 3,838,680 shares of Common Stock issued to a portion of our selling security holders in exchange for all of the membership interests in our now wholly-owned subsidiary Aquarius Holdings LLC; (c) 869,565 shares of Common Stock issuable to one selling security holder upon conversion of a convertible promissory note issued by Aquarius Holdings LLC in exchange for services rendered; and (d) 3,355,435 shares of Common Stock issuable to a portion of our selling security holders upon conversion of convertible promissory notes issued by Aquarius Holdings LLC in two private offerings.

(2)

The offering price has been estimated solely for the purpose of computing the amount of the registration fee in accordance with Rule 457(o). Our Common Stock is not traded on any national exchange and in accordance with Rule 457; the offering price was determined by the price of the shares that were sold to a portion of our selling security holders in a private offering. The price of $0.0777 is a fixed price at which the selling security holders may sell their shares until our Common Stock is quoted in the OTCQB marketplace of OTC Link and thereafter at prevailing market prices or privately negotiated prices or in transactions that are not in the public market. There can be no assurance that a market maker will agree to file the necessary documents with the Financial Industry Regulatory Authority, which regulates the OTCQB marketplace of OTC Link, nor can there be any assurance that such an application for quotation will be approved.

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE SECURITIES ACT OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SUCH SECTION 8(a), MAY DETERMINE.

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission becomes effective. This prospectus is not an offer to sell these securities and we are not soliciting offers to buy these securities in any state where the offer or sale is not permitted.

PRELIMINARY PROSPECTUS SUBJECT TO COMPLETION, DATED AS OF FEBRUARY 9, 2015

AQUARIUS CANNABIS INC.

10,063,680 SHARES OF COMMON STOCK

The selling security holders named in this prospectus are offering all of the shares of Common Stock offered through this prospectus. The Common Stock to be sold by the selling security holders as provided in the "Selling Security Holders" section is (a) 2,000,000 shares of Common Stock issued to a portion of our selling security holders in a private offering; (b) 3,838,680 shares of Common Stock issued to a portion of our selling security holders in exchange for all of the membership interests in our now wholly-owned subsidiary Aquarius Holdings LLC; (c) 869,565 shares of Common Stock issuable to one selling security holder upon conversion of a convertible promissory note issued by Aquarius Holdings LLC in exchange for services rendered; and (d) 3,355,435 shares of Common Stock issuable to a portion of our selling security holders upon conversion of convertible promissory notes issued by Aquarius Holdings LLC in private offerings. We will not receive any proceeds from the sale of the Common Stock covered by this prospectus.

Our Common Stock is presently not traded on any market or securities exchange. The selling security holders have not engaged any underwriter in connection with the sale of their shares of Common Stock. Common Stock being registered in this Registration Statement may be sold by selling security holders at a fixed price of $0.0777 per share until our Common Stock is quoted in the OTCQB marketplace of OTC Link and thereafter at prevailing market prices or privately negotiated prices or in transactions that are not in the public market. There can be no assurance that a market maker will agree to file the necessary documents with the Financial Industry Regulatory Authority ("FINRA"), which regulates the OTCQB marketplace of OTC Link, nor can there be any assurance that such an application for quotation will be approved. We have agreed to bear the expenses relating to the registration of the shares of the selling security holders.

We are an emerging growth company as that term is used in the Jumpstart Our Business Startups Act of 2012 (the "JOBS Act") and are subject to reduced public company reporting requirements.

Investing in our Common Stock involves a high degree of risk. See "Risk Factors" beginning on page 6 to read about factors you should consider before buying shares of our Common Stock.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

The Date of This Prospectus is: February ___, 2015

TABLE OF CONTENTS

	PAGE
Prospectus Summary	1
Summary of Financial Information	5
Risk Factors	6
Use of Proceeds	17
Determination of Offering Price	17
Selling Security Holders	18
Plan of Distribution	21
Description of Securities to be Registered	22
Interests of Named Experts and Counsel	23
Description of Business	24
Legal Proceedings	29
Market for Common Equity and Related Stockholder Matters	29
Management Discussion and Analysis of Financial Condition and Financial Results	30
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	36
Directors, Executive Officers, Promoters and Control Persons	37
Executive Compensation	38
Security Ownership of Certain Beneficial Owners and Management	40
Transactions with Related Persons, Promoters and Certain Control Persons	41
Index to Financial Statements	F-1

Please read this prospectus carefully. It describes our business, our financial condition and results of operations. We have prepared this prospectus so that you will have the information necessary to make an informed investment decision.

You should rely only on information contained in this prospectus. We have not authorized any other person to provide you with different information. This prospectus is not an offer to sell, nor is it seeking an offer to buy, these securities in any state where the offer or sale is not permitted. The information in this prospectus is complete and accurate as of the date on the front cover, but the information may have changed since that date.

PROSPECTUS SUMMARY

This summary highlights selected information contained elsewhere in this prospectus. This summary does not contain all the information that you should consider before investing in the Common Stock. You should carefully read the entire prospectus, including "Risk Factors", "Management's Discussion and Analysis of Financial Condition and Results of Operations" and the Financial Statements, before making an investment decision. In this Prospectus, the terms "Aquarius," "Company," "we," "us" and "our" refer to Aquarius Cannabis Inc.

Overview

We were incorporated on July 3, 2014, under the laws of the state of Nevada. We acquired Aquarius Holdings LLC, a Colorado limited liability company ("Aquarius Colorado"), on December 1, 2014, via a share exchange agreement with Aquarius Colorado's members (the "Share Exchange"). In exchange for all of the membership interests of the members of Aquarius Colorado, we gave them shares of Common Stock and Aquarius Colorado became our wholly-owned subsidiary. Aquarius Colorado was formed on October 20, 2011.

We are a U.S.-based branding company in the medical and recreational marijuana industries. We are focused on building long-term consumer loyalty to exceptional, consistent, and pesticide-free marijuana products that we will market and sell under our Aquarius Cannabis brand.

To accomplish this, we contracted a top-tier grower and horticulture specialist to develop the growing methods and environmental designs to systemize the production process as the Aquarius Cannabis brand platform. Our proprietary growing methods and environmental designs outline a specific process with approved materials for all steps of the cultivation process that provide the backbone for consistent marijuana.  We will license our growing methods and environmental designs and hire top-tier experts in marijuana growing and horticultural production to provide producers, who license our Aquarius Cannabis brand, access to on-site consulting to meet the quality and consistency standards we set in their marijuana flowers. Our consultants will advise growers at every step of the way to ensure their success including: site planning, site set-up, and crop scheduling, as well as guidance and troubleshooting during production, harvest, curing, and packaging. We will help producers by lowering growing costs, increasing wholesale revenue, and decreasing the effort put into sales of their products. We also plan to offer AquariusPODs which are fully equipped, turnkey production units available as a mobile version that can be placed outdoors and a version built for indoor facilities. Once a grower signs a branded-production licensing agreement, the AquariusPODs can be operational within thirty days assisting licensed partners by reducing speed-to-market and up-front costs before their first revenue.

At no point in time will we produce, distribute, or own the actual marijuana products that are distributed under our brand names.

Our management team consists of Michael Davis Lawyer, our President, Chief Executive Officer, Chief Financial Officer, and a director and Donald Grede, our Vice President and a director (collectively, "Management"). Mr. Lawyer has significant experience in marijuana retail, wholesale and cultivation and, we believe, a proven track record of success. Mr. Grede earned his MBA from the Massachusetts Institute of Technology and has decades of experience navigating businesses in new industries.

We intend to fill the noticeable void in the medical and recreational marijuana industries of producers and brands to be able to provide consistent products. We believe that we will be the first company with multiple medical marijuana and recreational marijuana brands distributed in multiple states. Because we own the Aquarius Cannabis brand, we are responsible to the end consumer for ensuring that each and every Aquarius Cannabis branded product is produced, packaged, and labeled consistently. Delivering on the brand promises of quality and consistency is how we add value to the end consumer.

The United States federal government regulates drugs through the Controlled Substances Act (21 U.S.C. § 811), which places controlled substances, including cannabis, in a schedule.  Cannabis is classified as a Schedule I drug, which is viewed as highly addictive and having no medical value.  Doctors may not prescribe cannabis for medical use under federal law, however they can recommend its use under the First Amendment.  In 2010, the United States Veterans Affairs Department clarified that veterans using medicinal cannabis will not be denied services or other medications that are denied to those using illegal drugs.

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As of January 20, 2015, 23 states , as well as Washington D.C and Guam have legalized medical marijuana and four states , as well as the District of Columbia, have legalized recreational marijuana use.  The state laws are in conflict with the federal “Controlled Substances Act”, which makes marijuana use and possession illegal on a national level. The Obama administration has effectively stated that it is not an efficient use of resources to direct law federal law enforcement agencies to prosecute those lawfully abiding by state-designated laws allowing the use and distribution of medical marijuana.   However, there is no guarantee that the administration will not change its stated policy regarding the low-priority enforcement of federal laws.  Additionally, any new administration that follows could change this policy and decide to enforce the federal laws strongly.  Any such change in the federal government’s enforcement of current federal laws could cause significant financial damage to us.  While we do not intend to harvest, distribute or sell cannabis, we may be irreparably harmed by a change in enforcement by the Federal or state governments.

In Nevada, marijuana is approved for medical use under Nevada statute NRS 453A.  Patients must possess a medical marijuana registry card. As of this time recreational marijuana use has not been approved.  Approved conditions for the application for a card include aids, cachexia, cancer, glaucoma, PTSD, seizures, severe nausea or pain with other conditions subject to approval. Nevada has also approved a reciprocity law which allows nonresidents the same protections as residents if they have medical marijuana cards from other states.  Medical marijuana cardholders are approved for possession of up to 2.5 ounces of usable marijuana in a 14 day period.  Cardholders are allowed to keep up to 12 plants, irrespective of maturity.  Distribution:  The Nevada State Health Division as of April 2014 has been accepting and reviewing applications for a limited number of licensed medical marijuana dispensaries which will be allowed to distribute medical marijuana to cardholders.

In Colorado, marijuana was approved for both medical and recreational consumption in a limited basis in Colorado with the passing of Amendment 64 to Colorado’s constitution in 2012. Recreational use is now fully enacted as article 18 section 16 of the Colorado constitution and recreational use and legal sales began in January of 2014.  Under medical use terms patients are allowed to possess up to 2 ounces of useable marijuana. Under recreational use terms there is no penalty for possession of up to 1 ounce of useable marijuana.  Cultivation of marijuana for medical use is limited to 6 plants for patients or their designated primary caregivers. Under recreational use terms there is no penalty for cultivation of up to 6 plants with no more than 3 plants being mature plants. Distribution is allowed through state licensed dispensaries.

In Washington, marijuana is approved for both medical and recreational consumption per Initiative 502 (I-502) passed in 2012 which decriminalized limited recreational use. As of June of 2013 recreational use laws have been in effect and recreational sales have begun.  Marijuana possession limits of up to 24 ounces of raw marijuana. Recreationally an adult over 21 years of age can possess up to 1 ounce of raw marijuana, or up to 16 ounces of a marijuana infused product in solid form, or up to 72 ounces in a liquid form.  Medical cultivation of up to 15 plants per patient is allowed. Recreational cultivation for personal consumption is not allowed.  Distribution is limited to dispensaries regulated by individual cities.

In California, marijuana for medical use was legalized in 1996 under Proposition 215 also known as the “Compassionate Use Act”.  As of today, recreational use laws have not been approved.  Legal private medical use with a medical marijuana card for the treatment of cancer, anorexia, AIDS, chronic pain, spasticity, glaucoma, arthritis, migraine, or any other illness for which marijuana provides relief.  Possession is limited to those carrying medical marijuana cards.  Production of 6 mature OR 12 immature plants per patient is allowed.  Distribution is limited to licensed medical marijuana dispensaries.

We anticipate that we will profit from partnering with growers in California and other states and will increase the number of our partnerships resulting in increased revenues. We expect to attempt to form long-standing, mutually beneficial relationships with licensees by providing consistent and reliable products and services resulting in increased profitability for licensees. Once our brands gain traction with their consistent, premium products we believe our easily scalable model can be employed to license additional facilities and grow our brands.

We believe we are an early mover in a developing industry. We believe we have the necessary experience and expertise in our industry, a clear plan to capitalize on current market opportunities, and that we are well positioned to become a market leader in this nascent industry.

Since Aquarius Colorado's inception, our operations have been limited to raising capital resources and developing the contractual models to operate national marijuana branding business in compliance with Federal law, and developing our flagship production process that allows for commercially viable, pesticide-free production of marijuana. Aquarius Colorado is currently in search of medical and recreational growers with the intention of negotiating flagship production partnerships in California, Colorado, and Washington and searching for growers interested in micro-branding.

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On December 28, 2014 we entered into an agreement with a client to provide marketing and sales development services.  Our compensation for services rendered pursuant to this agreement is monthly fees of $5,000, for which we have receive our first payment.  The term of this agreement is for one (1) year.

At the date hereof, we have minimal cash at hand. We require additional capital to implement our business and fund our operations. See "Management's Discussion and Analysis" on page 30.

Where You Can Find Us

Our principal executive office and mailing address is 2549 Cowley Drive, Lafayette, CO 80026. Our telephone number is 888-317-0460.

Our Website

Our internet address is www.aquariuscannabis.com. Information contained on our website is not part of this prospectus.

Implications of Being an Emerging Growth Company

We qualify as an emerging growth company as that term is used in the JOBS Act. An emerging growth company may take advantage of specified reduced reporting and relief from other burdens that are otherwise applicable generally to public companies. These provisions include:

· A requirement to have only two years of audited financial statements and only two years of related MD&A;

· Exemption from the auditor attestation requirement in the assessment of the emerging growth company's internal control over financial reporting under Section 404 of the Sarbanes-Oxley Act of 2002 (the "Sarbanes-Oxley Act");

· Reduced disclosure about the emerging growth company's executive compensation arrangements; and

· Exemption from non-binding advisory votes on executive compensation or golden parachute arrangements.

We have already taken advantage of these reduced reporting burdens in this prospectus, which are also available to us as a smaller reporting company as defined under Rule 12b-2 of the Securities Exchange Act of 1934, as amended (the "Exchange Act").

In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act of 1933, as amended (the "Securities Act") for complying with new or revised accounting standards. We may elect to use the extended transition period provided below and therefore our financial statements may not be comparable to companies that comply with public company effective dates.

We could remain an emerging growth company for up to five years, or until the earliest of (i) the last day of the first fiscal year in which our annual gross revenues exceed $1 billion, (ii) the date that we become a "large accelerated filer" as defined in Rule 12b-2 under the Exchange Act, which would occur if the market value of our Common Stock that is held by non-affiliates exceeds $700 million as of the last business day of our most recently completed second fiscal quarter, or (iii) the date on which we have issued more than $1 billion in non-convertible debt during the preceding three year period.

For more details regarding this exemption, see "Risk Factors."

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The Offering

Common Stock offered by selling security holders	10,063,680 shares of Common Stock. This number represents 41.44% of the Common Stock that will be outstanding upon conversion of all of the convertible promissory notes issued by Aquarius Colorado. (1)
Common Stock outstanding before the offering	20,057,500
Common Stock outstanding after the offering	20,057,500

Terms of the offering	The selling security holders will determine when and how they will sell the Common Stock offered in this prospectus. The selling security holders will sell at a fixed price of $0.0777 per share until our Common Stock is quoted in the OTCQB marketplace of OTC Link, and thereafter at prevailing market prices or privately negotiated prices or in transactions that are not in the public market.
Termination of the offering	The offering will conclude upon the earliest of (i) such time as all of the Common Stock has been sold pursuant to the Registration Statement or (ii) such time as all of the Common Stock becomes eligible for resale without volume limitations pursuant to Rule 144 under the Securities Act, or any other rule of similar effect.
Trading market	There is currently no trading market for our Common Stock. We intend to apply soon for quotation in the OTCQB marketplace of OTC Link. We will require the assistance of a market-maker to apply for quotation and there is no guarantee that a market-maker will agree to assist us.
Use of proceeds	We are not selling any shares of the Common Stock covered by this prospectus. As such, we will not receive any of the offering proceeds from the registration of the shares of Common Stock covered by this prospectus.
Risk factors	The Common Stock offered hereby involves a high degree of risk and should not be purchased by investors who cannot afford the loss of their entire investment. See "Risk Factors" beginning on page 6.

———————

(1) As of December 12, 2014, we have 20,057,500 shares of Common Stock outstanding. Upon conversion of all of the convertible promissory notes issued by Aquarius Colorado, we will have 24,282,500 shares of Common Stock outstanding.

4

SUMMARY OF FINANCIAL INFORMATION

The following summary financial data should be read in conjunction with "Management's Discussion and Analysis," "Plan of Operation" and the financial statements and notes for both us and Aquarius Colorado, included elsewhere in this prospectus. As the Share Exchange did not occur prior to September 30, 2014, we are not yet able to present consolidated financial statements for Aquarius that are inclusive of our now wholly-owned subsidiary Aquarius Colorado.

The statement of operations and balance sheet data for Aquarius from July 3, 2014 (inception) through September 30, 2014 are derived from our audited financial statements. The statement of operations and balance sheet data for Aquarius Colorado for the nine months ended September 30, 2014, and the year ended December 31, 2013, are derived from Aquarius Colorado's unaudited interim financial statements and audited financial statements, respectively. 

Statement of Operations Data for Aquarius:	July 3, 2014 (Inception) through September 30, 2014
Revenue		—
Gross profit	$	—
General and administrative	$	1,100
Net loss	$	(1,100	)
Net loss per share attributable to common stockholders, basic and diluted	$	(0.03	)
Weighted average shares used to compute net loss per share attributable to common stockholders, basic and diluted	$	35,611

Balance Sheet Data for Aquarius:	September 30, 2014
Cash	$	9
Current liabilities	$	954
Stockholders' deficit	$	(945	)

Statement of Operations Data for Aquarius Colorado:	Nine Months Ended September 30, 2014			Year Ended December 31, 2013
	(Unaudited)
Revenue	$	—		$	—
Gross profit	$	—		$	—
Operating expenses	$	925,831		$	204,714
Nonoperating expense	$	33,216		$	204,199
Net loss	$	(959,047	)	$	(408,913	)

Balance Sheet Data for Aquarius Colorado:	September 30, 2014			December 31, 2013
	(Unaudited)
Cash	$	185,918		$	138,542
Total assets	$	227,869		$	138,542
Current liabilities	$	330,989		$	259,190
Total liabilities	$	1,290,989		$	259,190
Members' deficit	$	(1,063,120	)	$	(120,648	)
Total liabilities and members' deficit	$	227,869		$	138,542

5

RISK FACTORS

The shares of our Common Stock being offered for resale by the selling security holders are highly speculative in nature, involve a high degree of risk and should be purchased only by persons who can afford to lose their entire amount invested in the Common Stock. Accordingly, prospective investors should carefully consider, along with other matters referred to herein, the following risk factors in evaluating our business before purchasing any shares. If any of the following risks actually occurs, our business, financial condition or operating results could be materially adversely affected. In such case, you may lose all or part of your investment. You should carefully consider the risks described below and the other information in this process before investing in our Common Stock.

Risks Related to Our Business:

LIMITED OPERATING HISTORY

Aquarius Colorado was formed on October 20, 2011. Prior to that time, we had no operations upon which an evaluation of us and our prospects could be based. Early stage companies such as us are subject to all of the risks inherent in the establishment of any new business. Our financial viability is dependent upon raising funds and successfully executing our business plan. The likelihood of our success must be considered in the light of the challenges, both expected and unexpected, frequently encountered in connection with starting and expanding a new business. Accordingly, we are planning to align our primarily fixed expense levels with our expectation of future revenues. As a result, we may be unable to adjust spending in a timely manner to compensate for unexpected shortfalls in any forthcoming revenue. Any such shortfalls will have an immediate adverse impact on our operating results and financial condition which could cause investors to lose all or a substantial part of their investment.

OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM HAS EXPRESSED SUBSTANTIAL DOUBT AS TO OUR ABILITY TO CONTINUE AS A GOING CONCERN

The audited financial statements included in the Registration Statement have been prepared assuming that we will continue as a going concern and do not include any adjustments that might result if we cease to continue as a going concern. We have incurred losses since our inception.

Based on our financial history since inception, in their report on our financial statements from inception through September 30, 2014, our independent registered public accounting firm has expressed substantial doubt as to our ability to continue as a going concern.

There can be no assurance that we will have adequate capital resources to fund planned operations or that any additional funds will be available to us when needed or at all, or, if available, will be available on favorable terms or in amounts required by us. If we are unable to obtain adequate capital resources to fund operations, we may be required to delay, scale back or eliminate some or all of our operations, which may have a material adverse effect on our business, results of operations and ability to operate as a going concern.

ONCE WE START OUR OPERATIONS, WE WILL NEED SUBSTANTIAL CAPITAL TO FUND OUR OPERATIONS, AND IF WE ARE NOT ABLE TO OBTAIN SUFFICIENT CAPITAL, WE MAY BE FORCED TO LIMIT THE SCOPE OF OUR OPERATIONS

We intend to finance our operations and capital expenditures primarily through our cash flows from operations and public and private equity and debt offerings. New equity or convertible debt securities issued by us to obtain financing could have rights, preferences and privileges senior to the shares being offered for resale by the selling security holders.

Further, if the condition of the credit and capital markets materially declines, we might not be able to obtain financing on terms we consider acceptable, if at all.  The nature of the cannabis industry may also have a material impact as to whether we are able to obtain financing on terms we consider acceptable, if at all. Our capital needs will depend on numerous factors, including (i) our profitability; (ii) the development of similar products and services undertaken by our competition; and (iii) the amount of our capital expenditures. We cannot assure you that we will be able to obtain capital in the future to meet our needs. If we cannot obtain financing, we may be required to limit our expansion and decrease or eliminate operational and capital expenditures. Such reductions could materially adversely affect our business and our ability to compete.

6

In addition, weakness and/or volatility in domestic and global financial markets or economic conditions may increase the interest rates that lenders require us to pay and adversely affect our ability to finance our operations and capital expenditures through equity or debt offerings or other borrowings. A reduction in our cash flows and the corresponding adverse effect on our financial condition and results of operations may also increase the interest rates that lenders require us to pay. In addition, a substantial increase in interest rates would decrease our net cash flows available for operations and reinvestment. Any of these factors could have a material and adverse effect on our business, financial condition and results of operations.

In recent years, the securities markets in the U.S. have experienced a high level of price and volume volatility, and the market price of securities of many companies have experienced wide fluctuations that have not necessarily been related to the operations, performances, underlying asset values or prospects of such companies. For these reasons, our Common Stock can also be expected to be subject to volatility resulting from purely market forces over which we will have no control.

YOU WILL EXPERIENCE DILUTION OF YOUR OWNERSHIP INTEREST BECAUSE OF THE FUTURE ISSUANCE OF ADDITIONAL SHARES OF OUR COMMON STOCK AND OUR PREFERRED STOCK

If we raise additional capital subsequent to this offering through the issuance of equity or convertible debt securities, the percentage ownership of our company held by existing shareholders will be reduced and those shareholders may experience significant dilution. In addition, we may also have to issue securities that may have rights, preferences and privileges senior to our Common Stock. In the event we seek to raise additional capital through the issuance of debt or its equivalents, this will result in increased interest expense.

WE WILL BE DEPENDENT UPON KEY PERSONNEL FOR THE FORESEEABLE FUTURE

Given our early stage of development, we are highly dependent on our executive officers, employees, and contractors. Although we believe that we will be able to identify, engage and motivate qualified personnel, an inability to do so could adversely affect our ability to market, sell, and develop our products and services. Any difficulty to attracting and retaining key people could have an adverse effect on our business.

SIGNIFICANT ADVERSE IMPACT TO OUR CAPITAL RESERVE OF ANY LIABLE UNINSURED CLAIM

We do not have any insurance to cover potential risks and liabilities, including, but not limited to, injuries or economic losses arising out of or relating to our omission or errors in providing our services. Even if we decide to obtain insurance coverage in the future, it is possible that: (1) we may not be able to get enough insurance to meet our needs; (2) we may have to pay very high premiums for the additional coverage; (3) we may not be able to acquire any insurance for certain types of business risk; or (4) we may have gaps in coverage for certain risks. We may be exposed to potential uninsured claims for which we could have to expend significant amounts of capital. Consequently, if we were found liable for a significant uninsured claim in the future, we may be forced to expend a significant amount of our capital to resolve the uninsured claim.

UNCERTAINTY OF PROFITABILITY

Our business strategy may result in increased volatility of revenues and earnings. As we will only develop a limited number of products and services at a time, our overall success will depend on a limited number of products and services, which may cause variability and unsteady profits and losses depending on the products and services offered.

Our revenues and our profitability may be adversely affected by economic conditions and changes in the market for medical and recreational marijuana. Our business is also subject to general economic risks that could adversely impact the results of operations and financial condition.

Because of the anticipated nature of the products and services that we will attempt to develop, it is difficult to accurately forecast revenues and operating results and these items could fluctuate in the future due to a number of factors. These factors may include, among other things, the following:

· Our ability to raise sufficient capital to take advantage of opportunities and generate sufficient revenues to cover expenses.

· Our ability to source strong opportunities with sufficient risk adjusted returns.

· Our ability to manage our capital and liquidity requirements based on changing market conditions generally and changes in the developing legal medical marijuana and recreational marijuana industries.

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· The acceptance of the terms and conditions of our licenses and/or the acceptance of our royalties and fees.

· The amount and timing of operating and other costs and expenses.

· The nature and extent of competition from other companies that may reduce market share and create pressure on pricing and investment return expectations.

· Adverse changes in the national and regional economies in which we will participate, including, but not limited to, changes in our performance, capital availability, and market demand.

· Adverse changes in the projects in which we plan to invest which result from factors beyond our control, including, but not limited to, a change in circumstances, capacity and economic impacts.

· Adverse developments in the efforts to legalize marijuana or increased federal enforcement.

· Changes in laws, regulations, accounting, taxation, and other requirements affecting our operations and business.

· Our operating results may fluctuate from year to year due to the factors listed above and others not listed. At times, these fluctuations may be significant.

MANAGEMENT OF GROWTH

Successful expansion of our business will depend on our ability to effectively attract and manage staff, strategic business relationships, and shareholders. Specifically, we will need to hire skilled management and technical personnel as well as manage partnerships to navigate shifts in the general economic environment. Expansion has the potential to place significant strains on financial, management, and operational resources, yet failure to expand will inhibit our profitability goals.

WE ARE ENTERING A POTENTIALLY HIGHLY COMPETITIVE MARKET

The markets for ancillary businesses in the medical marijuana and recreational marijuana industries are competitive and evolving. In particular, we face strong competition from larger companies that may be in the process of offering similar products and services to ours. Many of our current and potential competitors have longer operating histories, significantly greater financial, marketing and other resources and larger client bases than we have (or may be expected to have).

Given the rapid changes affecting the global, national, and regional economies generally and the medical marijuana and recreational marijuana industries, in particular, we may not be able to create and maintain a competitive advantage in the marketplace. Our success will depend on our ability to keep pace with any changes in its markets, especially with legal and regulatory changes. Our success will depend on our ability to respond to, among other things, changes in the economy, market conditions, and competitive pressures. Any failure by us to anticipate or respond adequately to such changes could have a material adverse effect on our financial condition, operating results, liquidity, cash flow and our operational performance.

CONFLICTS OF INTEREST MAY ARISE FROM OTHER BUSINESS ACTIVITIES OF OUR OFFICERS AND DIRECTORS.

Our officers and directors are engaged in business activities outside of Aquarius Cannabis that may cause conflicts of interest to arise. Our Chief Executive Officer, Chief Financial Officer and Director, Michael Davis Lawyer, is the managing member of “The Aquarius Group LLC” (“TAG”), a consulting service provider.  Presently, he devotes all of his professional time to the company, but we cannot guarantee that conflicts will not arise in the future.

Our President, Donald Grede, is also the President of “The Aspen Alliance” (“TAA”), which is a consulting service provider.  Presently, he devotes all of his professional time to the company, but we cannot guarantee that conflicts will not arise in the future.

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WE ARE AN "EMERGING GROWTH COMPANY," AND ANY DECISION ON OUR PART TO COMPLY ONLY WITH CERTAIN REDUCED DISCLOSURE REQUIREMENTS APPLICABLE TO "EMERGING GROWTH COMPANIES" COULD MAKE OUR COMMON STOCK LESS ATTRACTIVE TO INVESTORS

We are an "emerging growth company," as defined in the JOBS Act, and, for as long as we continue to be an "emerging growth company," we expect and fully intend to take advantage of exemptions from various reporting requirements applicable to other public companies but not to "emerging growth companies," including, but not limited to, not being required to comply with the auditor attestation requirements of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. We could be an "emerging growth company" for up to five years, or until the earliest of (i) the last day of the first fiscal year in which our annual gross revenues exceed $1 billion, (ii) the date that we become a "large accelerated filer" as defined in Rule 12b-2 under the Exchange Act, which would occur if the market value of our Common Stock that is held by non-affiliates exceeds $700 million as of the last business day of our most recently completed second fiscal quarter, or (iii) the date on which we have issued more than $1 billion in non-convertible debt during the preceding three year period.

In addition, Section 107 of the JOBS Act also provides that an "emerging growth company" can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an "emerging growth company" can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We may elect to opt in to the extended transition period for complying with the revised accounting standards. We may elect to rely on these exemptions and reduced disclosure requirements applicable to "emerging growth companies."

THE JOBS ACT ALLOWS US TO DELAY THE ADOPTION OF NEW OR REVISED ACCOUNTING STANDARDS THAT HAVE DIFFERENT EFFECTIVE DATES FOR PUBLIC AND PRIVATE COMPANIES

We may elect to use the extended transition period for complying with new or revised accounting standards under Section 102(b)(1) of the JOBS Act, if so, this election allows us to delay the adoption of new or revised accounting standards that have different effective dates for public and private companies until those standards apply to private companies. As a result of this election, our financial statements may not be comparable to companies that comply with public company effective dates.

OUR ARTICLES OF INCORPORATION PROVIDE FOR INDEMNIFICATION OF OFFICERS AND DIRECTORS AT OUR EXPENSE AND LIMIT THEIR LIABILITY WHICH MAY RESULT IN A MAJOR COST TO US AND HURT THE INTERESTS OF OUR SHAREHOLDERS BECAUSE CORPORATE RESOURCES MAY BE EXPENDED FOR THE BENEFIT OF OFFICERS AND/OR DIRECTORS

Our Certificate of Incorporation and By-Laws include provisions that eliminate the personal liability of our directors for monetary damages to the fullest extent possible under the laws of the State of Nevada or other applicable law. These provisions eliminate the liability of our directors and our shareholders for monetary damages arising out of any violation of a director of his fiduciary duty of due care. Under Nevada law, however, such provisions do not eliminate the personal liability of a director for (i) breach of the director's duty of loyalty, (ii) acts or omissions not in good faith or involving intentional misconduct or knowing violation of law, (iii) payment of dividends or repurchases of stock other than from lawfully available funds, or (iv) any transaction from which the director derived an improper benefit. These provisions do not affect a director's liabilities under the federal securities laws or the recovery of damages by third parties.

REPORTING REQUIREMENTS UNDER THE EXCHANGE ACT AND COMPLIANCE WITH THE SARBANES-OXLEY ACT, INCLUDING ESTABLISHING AND MAINTAINING ACCEPTABLE INTERNAL CONTROLS OVER FINANCIAL REPORTING, ARE COSTLY AND MAY INCREASE SUBSTANTIALLY

The rules and regulations of the Securities and Exchange Commission ("SEC") require a public company to prepare and file periodic reports under the Exchange Act, which will require us to engage legal, accounting, auditing and other professional services. The engagement of such services is costly. Additionally, the Sarbanes-Oxley Act requires, among other things, that we design, implement and maintain adequate internal controls and procedures over financial reporting. The costs of complying with the Sarbanes-Oxley Act and the limited technically qualified personnel we have may make it difficult for us to design, implement and maintain adequate internal controls over financial reporting. In the event that we fail to maintain an effective system of internal controls or discover material weaknesses in our internal controls, we may not be able to produce reliable financial reports or report fraud, which may harm our overall financial condition and result in loss of investor confidence and a decline in our share price.

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As a public company, we will be subject to the reporting requirements of the Exchange Act, the Sarbanes-Oxley Act, the Dodd-Frank Act of 2010 and other applicable securities rules and regulations. Despite recent reforms made possible by the JOBS Act, compliance with these rules and regulations will nonetheless increase our legal and financial compliance costs, make some activities more difficult, time-consuming or costly and increase demand on our systems and resources, particularly after we are no longer an "emerging growth company." The Exchange Act requires, among other things, that we file annual, quarterly, and current reports with respect to our business and operating results.

We are working with our legal, accounting and financial advisors to identify those areas in which changes should be made to our financial and management control systems to manage our growth and our obligations as a public company. These areas include corporate governance, corporate control, disclosure controls and procedures and financial reporting and accounting systems. We have made, and will continue to make, changes in these and other areas. However, we anticipate that the expenses that will be required in order to adequately prepare for being a public company could be material. We estimate that the aggregate cost of increased legal services; accounting and audit functions; personnel, such as a chief financial officer familiar with the obligations of public company reporting; consultants to design and implement internal controls; and financial printing alone will be a few hundred thousand dollars per year and could be several hundred thousand dollars per year. In addition, if and when we retain independent directors and/or additional members of senior management, we may incur additional expenses related to director compensation and/or premiums for directors' and officers' liability insurance, the costs of which we cannot estimate at this time. We may also incur additional expenses associated with investor relations and similar functions, the cost of which we also cannot estimate at this time. However, these additional expenses individually, or in the aggregate, may also be material.

In addition, being a public company could make it more difficult or more costly for us to obtain certain types of insurance, including directors' and officers' liability insurance, and we may be forced to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage. The impact of these events could also make it more difficult for us to attract and retain qualified persons to serve on our Board, our Board committees or as executive officers.

The increased costs associated with operating as a public company may decrease our net income or increase our net loss, and may cause us to reduce costs in other areas of our business or increase the prices of our products or services to offset the effect of such increased costs. Additionally, if these requirements divert our management's attention from other business concerns, they could have a material adverse effect on our business, financial condition and results of operations.

WE MAY BE SUBJECT TO LITIGATION IN THE FUTURE WHICH COULD IMPACT OUR FINANCIAL HEALTH

Currently there are no legal proceedings pending or threatened against us. However, from time to time, we may become involved in various lawsuits and legal proceedings that arise in the ordinary course of business. Litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business.

IF WE FAIL TO PROTECT OUR INTELLECTUAL PROPERTY, OUR BUSINESS COULD BE ADVERSELY AFFECTED

Our viability will depend, in part, on our ability to develop and maintain the proprietary aspects of our technology and brands to distinguish our products and services from our competitors' products and services. We rely on copyrights, trademarks, trade secrets, and confidentiality provisions to establish and protect our intellectual property.

Any infringement or misappropriation of our intellectual property could damage its value and limit our ability to compete. We may have to engage in litigation to protect the rights to our intellectual property, which could result in significant litigation costs and require a significant amount of our time. In addition, our ability to enforce and protect our intellectual property rights may be limited in certain countries outside the U.S., which could make it easier for competitors to capture market position in such countries by utilizing technologies that are similar to those developed or licensed by us.

Competitors may also harm our sales by designing products that mirror the capabilities of our products or technology without infringing on our intellectual property rights. If we do not obtain sufficient protection for our intellectual property, or if we are unable to effectively enforce our intellectual property rights, our competitiveness could be impaired, which would limit our growth and future revenue.

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We may also find it necessary to bring infringement or other actions against third parties to seek to protect our intellectual property rights. Litigation of this nature, even if successful, is often expensive and time-consuming to prosecute and there can be no assurance that we will have the financial or other resources to enforce our rights or be able to enforce our rights or prevent other parties from developing similar technology or designing around our intellectual property.

OUR TRADE SECRETS MAY BE DIFFICULT TO PROTECT

Our success depends upon the skills, knowledge and experience of our scientific and technical personnel, our consultants and advisors, as well as our licensors and contractors. Because we operate in a highly competitive industry, we rely in part on trade secrets to protect our proprietary technology and processes. However, trade secrets are difficult to protect. We enter into confidentiality or non-disclosure agreements with our corporate partners, employees, consultants, outside scientific collaborators, developers and other advisors. These agreements generally require that the receiving party keep confidential and not disclose to third parties confidential information developed by the receiving party or made known to the receiving party by us during the course of the receiving party's relationship with us. These agreements also generally provide that inventions conceived by the receiving party in the course of rendering services to us will be our exclusive property, and we enter into assignment agreements to perfect our rights.

These confidentiality, inventions and assignment agreements may be breached and may not effectively assign intellectual property rights to us. Our trade secrets also could be independently discovered by competitors, in which case we would not be able to prevent the use of such trade secrets by our competitors. The enforcement of a claim alleging that a party illegally obtained and was using our trade secrets could be difficult, expensive and time consuming and the outcome would be unpredictable. In addition, courts outside the U.S. may be less willing to protect trade secrets. The failure to obtain or maintain meaningful trade secret protection could adversely affect our competitive position.

OUR LACK OF PATENT AND/OR COPYRIGHT PROTECTION AND ANY UNAUTHORIZED USE OF OUR PROPRIETARY INFORMATION AND TECHNOLOGY, MAY ADVERSELY AFFECT OUR BUSINESS

We currently rely on a combination of protections by contracts, including confidentiality and nondisclosure agreements, and common law rights, such as trade secrets, to protect our intellectual property. However, we cannot assure you that we will be able to adequately protect our technology or other intellectual property from misappropriation in the U.S. and abroad. This risk may be increased due to the lack of any patent and/or copyright protection. Any patent issued to us could be challenged, invalidated or circumvented or rights granted thereunder may not provide a competitive advantage to us. Furthermore, patent applications that we file may not result in issuance of a patent, or, if a patent is issued, the patent may not be issued in a form that is advantageous to us. Despite our efforts to protect our intellectual property rights, others may independently develop similar products, duplicate our products or design around our patents and other rights. In addition, it is difficult to monitor compliance with, and enforce, our intellectual property rights on a worldwide basis in a cost-effective manner. In jurisdictions where foreign laws provide less intellectual property protection than afforded in the U.S., our technology or other intellectual property may be compromised, and our business could be materially adversely affected. If any of our proprietary rights are misappropriated or we are forced to defend our intellectual property rights, we will have to incur substantial costs. Such litigation could result in substantial costs and diversion of our resources, including diverting the time and effort of our senior management, and could disrupt our business, as well as have a material adverse effect on our business, prospects, financial condition and results of operations. We can provide no assurance that we will have the financial resources to oppose any actual or threatened infringement by any third party. Furthermore, any patent or copyrights that we may be granted may be held by a court to infringe on the intellectual property rights of others and subject us to the payment of damage awards.

WE ARE DEPENDENT ON THE POPULARITY OF CONSUMER ACCEPTANCE OF BRANDS

Our ability to generate revenue and be successful in the implementation of our business plan is dependent on consumer acceptance and demand of brands.

Risks Related to the Cannabis Industry:

RISK OF GOVERNMENT ACTION

While we will use our best efforts to comply with all laws, including federal, state and local laws and regulations, there is a possibility that governmental action to enforce any alleged violations may result in legal fees and damage awards that would adversely affect us.

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MARIJUANA REMAINS ILLEGAL UNDER FEDERAL LAW

Marijuana is a Schedule I controlled substance and is illegal under federal law. Even in states that have legalized the use of marijuana, its sale and use remain violations of federal law. The illegality of marijuana under federal law preempts state laws that legalize its use. Therefore, strict enforcement of federal law regarding marijuana would likely result in our inability to proceed with our business plan.

OUR BUSINESS IS DEPENDENT ON LAWS PERTAINING TO THE MARIJUANA INDUSTRY

Our proposed business is dependent on state laws pertaining to the marijuana industry.   Continued development of the marijuana industry is dependent upon continued legislative authorization of marijuana at the state level. Any number of factors could slow or halt progress in this area. Further, progress, while encouraging, is not assured. While there may be ample public support for legislative action, numerous factors impact the legislative process. Any one of these factors could slow or halt use of marijuana , which would negatively impact our proposed business.

As of January 13, 2015, 23 states, the District of Columbia and Guam allow their residents to use medical marijuana. Voters in the states of Colorado and Washington approved and implemented regulations to legalize cannabis for adult use. The state laws are in conflict with the federal Controlled Substances Act, which makes marijuana use and possession illegal on a national level. The Obama administration has made numerous statements indicating that it is not an efficient use of resources to direct federal law enforcement agencies to prosecute those lawfully abiding by state-designated laws allowing the use and distribution of medical marijuana. However, there is no guarantee that the administration will not change its stated policy regarding the low-priority enforcement of federal laws. Additionally, any new administration that follows could change this policy and decide to stringently enforce the federal laws. Any such change in the federal government’s enforcement of current federal laws could cause significant financial damage to the Company and its stockholders.

LAWS AND REGULATIONS AFFECTING OUR INDUSTRY ARE CONSTANTLY CHANGING

The constant evolution of laws and regulations affecting the marijuana industry could detrimentally affect our operations. Local, state and federal medical marijuana laws and regulations are broad in scope and subject to changing interpretations. These changes may require us to incur substantial costs associated with legal and compliance fees and ultimately require us to alter our business plan. Furthermore, violations of these laws, or alleged violations, could disrupt our business and result in a material adverse effect on our operations. In addition, we cannot predict the nature of any future laws, regulations, interpretations or applications, and it is possible that regulations may be enacted in the future that will be directly applicable to our business.

BECAUSE OUR BUSINESS IS DEPENDENT UPON CONTINUED MARKET ACCEPTANCE BY CONSUMERS, ANY NEGATIVE TRENDS WILL ADVERSELY AFFECT OUR BUSINESS OPERATIONS

We are substantially dependent on continued market acceptance and proliferation of consumers of medical marijuana and recreational marijuana. We believe that as marijuana becomes more accepted the stigma associated with marijuana use will diminish and as a result consumer demand will continue to grow. And while we believe that the market and opportunity in the marijuana space continues to grow, we cannot predict the future growth rate and size of the market. Any negative outlook on the marijuana industry will adversely affect our business operations.

In addition, it is believed by many that large well-funded businesses may have a strong economic opposition to the cannabis industry. We believe that the pharmaceutical industry clearly does not want to cede control of any product that could generate significant revenue. For example, medical marijuana will likely adversely impact the existing market for the current "marijuana pill" Marinol, sold by the mainstream pharmaceutical industry, should marijuana displace other drugs or encroach upon the pharmaceutical industry's products. The pharmaceutical industry is well funded with a strong and experienced lobby that eclipses the funding of the medical marijuana movement. Any inroads the pharmaceutical could make in halting the impending cannabis industry could have a detrimental impact on our business.

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FDA REGULATION OF MARIJUANA AND THE POSSIBLE REGISTRATION OF FACILITIES WHERE MEDICAL MARIJUANA IS GROWN COULD NEGATIVELY AFFECT THE CANNABIS INDUSTRY WHICH WOULD DIRECTLY AFFECT OUR FINANCIAL CONDITION

Should the federal government legalize marijuana for medical use, it is possible that the U.S. Food and Drug Administration ("FDA") would seek to regulate it under the Food, Drug and Cosmetics Act of 1938. Additionally, the FDA may issue rules and regulations including cGMPs (certified good manufacturing practices) related to the growth, cultivation, harvesting and processing of medical marijuana. Clinical trials may be needed to verify efficacy and safety. It is also possible that the FDA would require that facilities where medical marijuana is grown be registered with the FDA and comply with certain federally prescribed regulations. In the event that some or all of these regulations are imposed, we do not know what the impact would be on the medical marijuana industry and what costs, requirements and possible prohibitions may be enforced. If we are unable to comply with the regulations and/or registration as prescribed by the FDA, we may be unable to continue to operate our business.

OUR CLIENTS AND WE MAY HAVE DIFFICULTY ACCESSING THE SERVICE OF BANKS

On February 14, 2014, the U.S. government issued rules allowing banks to legally provide financial services to state-licensed marijuana businesses. A memorandum issued by the Justice Department to federal prosecutors re-iterated guidance previously given, this time to the financial industry that banks can do business with legal marijuana businesses and "may not" be prosecuted. The Treasury Department's Financial Crimes Enforcement Network (FinCEN) issued guidelines to banks that "it is possible to provide financial services"" to state-licensed marijuana businesses and still be in compliance with federal anti-money laundering laws. The guidance falls short of the explicit legal authorization that banking industry officials had pushed the government to provide and to date it is not clear what if any banks have relied on the guidance and taken on legal marijuana companies as clients. The aforementioned policy may be administration dependent and a change in presidential administrations may cause a policy reversal and retraction of current policies, wherein legal marijuana businesses may not have access to the banking industry. Also, the inability of potential clients in our target market to open accounts and otherwise use the service of banks may make it difficult for them to contract with us.

DUE TO OUR INVOLVEMENT IN THE CANNABIS INDUSTRY, WE MAY HAVE A DIFFICULT TIME OBTAINING THE VARIOUS INSURANCES THAT ARE DESIRED TO OPERATE OUR BUSINESS, WHICH MAY EXPOSE US TO ADDITIONAL RISK AND FINANCIAL LIABILITIES

Insurance that is otherwise readily available, such as workers compensation, general liability, and directors and officers insurance, is more difficult for us to find, and more expensive, because we are service providers to companies in the cannabis industry. There are no guarantees that we will be able to find such insurances in the future, or that the cost will be affordable to us. If we are forced to go without such insurances, it may prevent us from entering into certain business sectors, may inhibit our growth, and may expose us to additional risk and financial liabilities.

Risks Related to Our Common Stock:

THERE IS NO ASSURANCE OF A PUBLIC MARKET OR THAT OUR COMMON STOCK WILL EVER TRADE ON A RECOGNIZED EXCHANGE. THEREFORE, YOU MAY BE UNABLE TO LIQUIDATE YOUR INVESTMENT IN OUR STOCK

There is no established public trading market for our Common Stock and there can be no assurance that one will ever develop. Market liquidity will depend on the perception of our operating business and any steps that our management might take to bring us to the awareness of investors. There can be no assurance given that there will be any awareness generated. Consequently, investors may not be able to liquidate their investment or liquidate it at a price that reflects the value of the business. As a result, holders of our securities may not find purchasers for our securities should they to sell securities held by them. Consequently, our securities should be purchased only by investors having no need for liquidity in their investment and who can hold our securities for an indefinite period of time.

WE MAY NEVER PAY ANY DIVIDENDS TO SHAREHOLDERS.

We currently intend to retain any future earnings for use in the operation and expansion of our business. Accordingly, we do not expect to pay any dividends in the foreseeable future, but will review this policy as circumstances dictate.

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THE OFFERING PRICE OF THE COMMON STOCK WAS DETERMINED BASED ON THE PRICE OF OUR PRIVATE OFFERING, AND THEREFORE SHOULD NOT BE USED AS AN INDICATOR OF THE FUTURE MARKET PRICE OF OUR SECURITIES. THEREFORE, THE OFFERING PRICE BEARS NO RELATIONSHIP TO OUR ACTUAL VALUE, AND MAY MAKE OUR SHARES DIFFICULT TO SELL

Since our shares are not listed or quoted on any exchange or quotation system, the offering price of $0.0777 per share for the shares of Common Stock was determined based on the price of our private offering. The facts considered in determining the offering price were our financial condition and prospects, our limited operating history and the general condition of the securities market. The offering price bears no relationship to the book value, assets or earnings of our company or any other recognized criteria of value. The offering price should not be regarded as an indicator of the future market price of the securities.

OUR COMMON STOCK IS CONSIDERED A PENNY STOCK, WHICH MAY BE SUBJECT TO RESTRICTIONS ON MARKETABILITY, SO YOU MAY NOT BE ABLE TO SELL YOUR SHARES.

We may be subject now and in the future to the SEC's "penny stock" rules if our shares of Common Stock sell below $5.00 per share. Penny stocks generally are equity securities with a price of less than $5.00. The penny stock rules require broker-dealers to deliver a standardized risk disclosure document prepared by the SEC which provides information about penny stocks and the nature and level of risks in the penny stock market. The broker-dealer must also provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson, and monthly account statements showing the market value of each penny stock held in the customer's account. The bid and offer quotations, and the broker-dealer and salesperson compensation information must be given to the customer orally or in writing prior to completing the transaction and must be given to the customer in writing before or with the customer's confirmation.

In addition, the penny stock rules require that prior to a transaction, the broker dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's written agreement to the transaction. The penny stock rules are burdensome and may reduce purchases of any offerings and reduce the trading activity for shares of our Common Stock. As long as our shares of Common Stock are subject to the penny stock rules, the holders of such shares of Common Stock may find it more difficult to sell their securities.

OUR SHARES OF COMMON STOCK WILL NOT BE REGISTERED UNDER THE EXCHANGE ACT AND AS A RESULT WE WILL HAVE LIMITED REPORTING DUTIES WHICH COULD MAKE OUR COMMON STOCK LESS ATTRACTIVE TO INVESTORS.

Our shares of Common Stock are not registered under the Exchange Act. As a result, we will not be subject to the federal proxy rules and our directors, executive officers and 10% beneficial holders will not be subject to Section 16 of the Exchange Act. In additional our reporting obligations under Section 15(d) of the Exchange Act may be suspended automatically if we have fewer than 300 shareholders of record on the first day of our fiscal year. Our common shares are not registered under the Exchange Act, and we do not intend to register our shares of Common Stock under the Exchange Act for the foreseeable future, provided that, we will register our shares of Common Stock under the Exchange Act if we have, after the last day of our fiscal year, more than either (i) 2000 persons; or (ii) 500 shareholders of record who are not accredited investors, in accordance with Section 12(g) of the Exchange Act. As a result, although, upon the effectiveness of the Registration Statement of which this prospectus forms a part, we will be required to file annual, quarterly, and current reports pursuant to Section 15(d) of the Exchange Act, as long as our shares of Common Stock are not registered under the Exchange Act, we will not be subject to Section 14 of the Exchange Act, which, among other things, prohibits companies that have securities registered under the Exchange Act from soliciting proxies or consents from shareholders without furnishing to shareholders and filing with the SEC on a proxy statement and form of proxy complying with the proxy rules. In addition, so long as our shares of Common Stock are not registered under the Exchange Act, our directors and executive officers and beneficial holders of 10% or more of our outstanding shares of Common Stock will not be subject to Section 16 of the Exchange Act. Section 16(a) of the Exchange Act requires executive officers and directors, and persons who beneficially own more than 10% of a registered class of equity securities to file with the SEC initial statements of beneficial ownership, reports of changes in ownership and annual reports concerning their ownership of shares of Common Stock and other equity securities, on Forms 3, 4 and 5, respectively. Such information about our directors, executive officers, and beneficial holders will only be available through this (and any subsequent) Registration Statement, and periodic reports we file thereunder. Furthermore, so long as our shares of Common Stock are not registered under the Exchange Act, our obligation to file reports under Section 15(d) of the Exchange Act will be automatically suspended if, on the first day of any fiscal year (other than a fiscal year in which a registration statement under the Securities Act has gone effective), we have fewer than 300 shareholders of record. This suspension is automatic and does not require any filing with the SEC. In such an event, we may cease providing periodic reports and current or periodic information, including operational and financial information, may not be available with respect to our results of operations.

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BECAUSE OUR COMMON STOCK IS NOT REGISTERED UNDER THE EXCHANGE ACT, OUR REPORTING OBLIGATIONS UNDER SECTION 15(D) OF THE EXCHANGE ACT MAY BE SUSPENDED AUTOMATICALLY IF WE HAVE FEWER THAN 300 SHAREHOLDERS OF RECORD ON THE FIRST DAY OF OUR FISCAL YEAR.

Our Common Stock is not registered under the Exchange Act, and we do not intend to register our Common Stock under the Exchange Act for the foreseeable future (provided that, we will register our Common Stock under the Exchange Act if we have, after the last day of our fiscal year, $10,000,000 in total assets and either more than 2,000 shareholders of record or 500 shareholders of record who are not accredited investors (as such term is defined by the SEC), in accordance with Section 12(g) of the Exchange Act). As long as our Common Stock is not registered under the Exchange Act, our obligation to file reports under Section 15(d) of the Exchange Act will be automatically suspended if, on the first day of any fiscal year (other than a fiscal year in which a registration statement under the Securities Act has gone effective), we have fewer than 300 shareholders of record. This suspension is automatic and does not require any filing with the SEC. In such an event, we may cease providing periodic reports and current or periodic information, including operational and financial information, may not be available with respect to our results of operations.

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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

Certain information contained in this Registration Statement includes forward-looking statements. The statements herein which are not historical reflect our current expectations and projections about our future results, performance, liquidity, financial condition, prospects and opportunities and are based upon information currently available to us and our interpretation of what is believed to be significant factors affecting our business, including many assumptions regarding future events. Such forward-looking statements include statements regarding, among other things, (i) our projected sales and profitability; (ii) our growth strategies; (iii) anticipated trends in our industry; (iv) our future financing plans; and (v) our anticipated needs for working capital. Forward-looking statements, which involve assumptions and describe our future plans, strategies, and expectations, are generally identifiable by use of the words "will," "shall," "may," "should," "expect," "anticipate," "estimate," "believe," "intend," "plan," or "project" or the negative of these words or other variations on these words or comparable terminology. Actual results, performance, liquidity, financial condition, prospects and opportunities could differ materially from those expressed in, or implied by, these forward-looking statements as a result of various risks, uncertainties and other factors, including the ability to raise sufficient capital to continue our operations. Actual events or results may differ materially from those discussed in forward-looking statements as a result of various factors, including, without limitation, the risks outlined under "Risk Factors" and matters described in this Registration Statement generally. In light of these risks and uncertainties, there can be no assurance that the forward-looking statements contained in this Registration Statement will in fact occur.

Prospective investors should not place undue reliance on any forward-looking statements. Except as expressly required by the federal securities laws, there is no undertaking to publicly update or revise any forward-looking statements, whether as a result of new information, future events, changed circumstances or any other reason.

The specific discussions herein about us include financial projections and future estimates and expectations about tour business. The projections, estimates and expectations are presented in this Registration Statement only as a guide about future possibilities and do not represent actual amounts or assured events. All the projections and estimates are based exclusively on our own assessment of our business, the industry in which we work and the economy at large and other operational factors, including capital resources and liquidity, financial condition, fulfillment of contracts and opportunities. Our actual results may differ significantly from the projections.

Prospective investors should not make an investment decision based solely on our projections, estimates or expectations.

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USE OF PROCEEDS

We will not receive any proceeds from the sale of Common Stock by the selling security holders. All of the net proceeds from the sale of our Common Stock will go to the selling security holders as described below in the sections entitled "Selling Security Holders" and "Plan of Distribution." We have agreed to bear the expenses relating to the registration of the Common Stock for the selling security holders.

DETERMINATION OF OFFERING PRICE

Since our Common Stock is not listed or quoted on any exchange or quotation system, the offering price of the shares of Common Stock was determined by the price of the Common Stock that was sold to a portion of our selling security holders pursuant to an exemption under Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D promulgated under the Securities Act.

The offering price of the shares of our Common Stock does not necessarily bear any relationship to our book value, assets, past operating results, financial condition or any other established criteria of value. The facts considered in determining the offering price were our financial condition and prospects, our limited operating history and the general condition of the securities market.

Although our Common Stock is not listed on a public exchange, we will be filing to obtain a quotation in the OTCQB marketplace of OTC Link concurrently with the filing of this prospectus. In order to be quoted in the OTCQB marketplace of OTC Link, 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, which regulates the OTCQB marketplace of OTC Link, nor can there be any assurance that such an application for quotation will be approved.

In addition, there is no assurance that our Common Stock will trade at market prices in excess of the initial offering price as prices for the Common Stock in any public market which may develop will be determined in the marketplace and may be influenced by many factors, including the depth and liquidity.

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SELLING SECURITY HOLDERS

The 10,063,680 shares of Common Stock held by no more than 35 unaccredited security holders being offered for resale by the selling security holders consists of: (a) 2,000,000 shares of Common Stock issued to a portion of our selling security holders in a private offering pursuant to Regulation D Rule 506 sold through October 30, 2014 at an offering price of $0.0777 per share (the "Private Offering"); (b) 3,838,680 of 18,000,000 shares of Common Stock issued to a portion of our selling security holders in exchange for all of their membership interests in our now wholly-owned subsidiary Aquarius Colorado; (c) 869,565 shares of Common Stock issuable to one selling security holder upon conversion of a convertible promissory note issued by Aquarius Colorado in exchange for services rendered; and (d) 3,355,435 shares of Common Stock issuable to a portion of our selling security holders upon conversion of convertible promissory notes issued by Aquarius Colorado in two private offerings pursuant to Regulation D Rule 506 and Section 4(a)(2) of the Securities Act. .

The following table sets forth the names of the selling security holders, the number of shares of Common Stock beneficially owned by each of the selling security holders as of December 12, 2014 (assuming the conversion of all of the convertible promissory notes issued by Aquarius Colorado) and the number of shares of Common Stock being offered by the selling security holders. The shares being offered hereby are being registered to permit public secondary trading, and the selling security holders may offer all or part of the shares for resale from time to time. However, the selling security holders are under no obligation to sell all or any portion of such shares nor are the selling security holders obligated to sell any shares immediately upon effectiveness of this prospectus. All information with respect to share ownership has been furnished by the selling security holders.

Name	Shares Beneficially Owned Prior to Offering				Shares to be Offered				Amount Beneficially Owned After Offering		Percent Beneficially Owned After Offering(1)
Denise M. Bevers		160,000				160,000				0		0	%
Blackbridge Capital, LLC (2a)		1,019,565				1,019,565				0		0	%
David Branfman		60,000				60,000				0		0	%
Chet Brown		198,925				198,925				0		0	%
Robert M. Brown		10,000	(4	)		10,000	(4	)		0		0	%
M Brown Holdings, LLC		50,000				50,000				0		0	%
Pavel Chekryzhov		200,000				200,000				0		0	%
Coley Delaney		85,000				85,000				0		0	%
John T. Donaldson		255,000				250,000				5,000		*
Finch Investments Memphis, LLC (2b)		219,813				219,813				0		0	%
Christopher Gonzalez		100,000				100,000				0		0	%
Alyce W. Grady (2c)		10,000				10,000				0		0	%
Richard E. Grady (2c)		110,000				110,000				0		0	%
Nathan W. Grede		110,000				110,000				0		0	%
Robert Grede		160,000				160,000				0		0	%
Terri Rae Grede for Helen E. Grede		10,000				10,000				0		0	%
Terri Rae Grede		12,000	(5	)		10,000	(5	)		2,000		*
Elizabeth Grede Bowling		10,000				10,000				0		0	%
Karen K. Grishaber		110,000				110,000				0		0	%
Dale Hackbart		60,000				60,000				0		0	%
Michael and Janet Hagel		90,000				90,000				0		0	%
Lowell Hinte		35,000				30,000				5,000		*
Inventures Management, LLC		125,000				125,000				0		0	%
William P. Jancosko		60,000				60,000				0		0	%
Rebecca H. Johnston		10,000				10,000				0		0	%
Alan H. Knight		10,000				10,000				0		0	%
Robert J. Knothe		60,000				60,000				0		0	%
Theodore S. Kuczun		366,701	(6	)		366,701	(6	)		0		0	%
Leslie Adrien Lawyer		20,000				20,000				0		0	%
Leigh G. Lawyer and M. Scott Lawyer		100,000				100,000				0		0	%
M. Haden Lawyer		20,000				20,000				0		0	%
Stephen Garry Lawyer		100,000				100,000				0		0	%
Austin Lee		10,000	(7	)		10,000	(7	)		0		0	%

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Name	Shares Beneficially Owned Prior to Offering				Shares to be Offered				Amount Beneficially Owned After Offering		Percent Beneficially Owned After Offering(1)
Lon J. L'Heureux Jr.		135,000				135,000				0		0	%
Marv Investment Management, LLC (2d)		232,813				232,813				0		0	%
Patrick & Marina McCarthy		260,000				260,000				0		0	%
David J. Namdar		232,813				232,813				0		0	%
Scott J. Paquette		60,000				60,000				0		0	%
Tim Peterson		60,000				60,000				0		0	%
Nathan Ramia		30,000				30,000				0		0	%
Jane W. Reed		260,000				260,000				0		0	%
Roxicorp Strategic Marketing Inc. (2e)		190,000				190,000				0		0	%
Schuck Family Trust		335,870				335,870				0		0	%
Edward B. Schuck Jr.		83,850	(8	)		83,850	(8	)		0		0	%
Jenna Renee Schuck		180,000				175,000				5,000		*
Kyle Schuck		21,000				20,000				1,000		*
Steven Sneed		25,000				25,000				0		0	%
Christopher Taylor		25,000				25,000				0		0	%
Robert Tolk		80,000				80,000				0		0	%
Christopher Westrom		78,500				71,000				7,500		*
Jeffrey Westrom		60,000				60,000				0		0	%
Jodie Woodward		7,000				7,000				0		0	%
Yonathan Yehezkel		100,000				100,000				0		0	%
Jeffrey R. Zahn		135,000				135,000				0		0	%
Donald Grede		2,724,346	(9	)		544,669	(9	)		2,179,677		8.98	%
Daniel Hagel		1,361,664				272,333				1,089,331		4.49	%
Michael Davis Lawyer		5,447,656	(10	)		1,089,331	(10	)		4,358,325		17.95	%
Michael Patrick Leigh		1,361,664				272,333				1,089,331		4.49	%
Ernest Rudyak		5,446,656	(11	)		1,089,331	(11	)		4,357,325		17.94	%
The Aquarius Group, LLC		1,361,664	(12	)		272,333	(12	)		1,089,331		4.49	%
TOTAL		24,252,500	(3	)		10,063,680	(3	)		14,188,820		58.43	%

———————

*	Less than 1%
(1)	As of December 12, 2014, we have 20,057,500 shares of Common Stock outstanding. Upon conversion of all of the convertible promissory notes issued by Aquarius Colorado, we will have up to 24,282,500 shares of Common Stock outstanding. The percentages are based on the 24,282,500 number.
(2a)	Alexander Dillon has sole voting and investment control with respect to the shares offered by Blackbridge Capital.
(2b)	Ross Finch has sole voting and investment control with respect to the shares offered by Finch Investments Memphis.
(2c)	Alyce W. Grady and Richard E. Grady are married to each other. Richard E. Grady is the brother of our Vice President and a Director, Donald Grede.
(2d)	Viru Raparthi has sole voting and investment control with respect to the shares offered by Marv Investment Management.
(2e)	Jose de Castro has sole voting and investment control with respect to the shares offered by Roxicorp Strategic Marketing.
(3)	Assuming the conversion of all of the convertible promissory notes issued by Aquarius Colorado.
(4)	Excludes 50,000 shares beneficially owned by Mr. Brown held in the name of M Brown Holdings, LLC.
(5)	Excludes 260,870 shares beneficially owned by Ms. Grede held in the name of Theodore S. Kuczun and 10,000 shares held in the name of Terri Rae Grede for Helen E. Grede. Ms. Grede is the wife of our President and a Director, Donald Grede. Helen E. Grede is the minor daughter of Mr. and Ms. Grede.
(6)	Includes 260,870 shares beneficially owned by Terri Rae Grede, wife of our President and a Director, Donald Grede.
(7)	Excludes 125,000 beneficially owned by Mr. Lee held in the name of Inventures Management, LLC.
(8)	Excludes 335,870 shares beneficially owned by Mr. Schuck in the name of Schuck Family Trust.
(9)	Excludes 282,870 shares beneficially owned prior to the offering and to be offered by Mr. Grede held in the name of Terri Rae Grede for Helen E. Grede, Terri Rae Grede and Theodore S. Kuczun. Terri Rae Grede is the wife of Mr. Grede. Amount beneficially owned after offering excludes 2,000 shares held in the name of Terri Rae Grede.

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(10)	Excludes 476,582 shares beneficially owned prior to the offering, 95,317 shares to be offered and 381, 266 shares beneficially owned after the offering beneficially owned by Mr. Lawyer held in the name of The Aquarius Group, LLC.
(11)	Excludes 885,082 shares beneficially owned prior to the offering, 177,016 shares to be offered and 708,065 shares beneficially owned after the offering beneficially owned by Mr. Rudyak held in the name of The Aquarius Group, LLC.
(12)	The Aquarius Group, LLC shares are beneficially owned 35% by Mr. Lawyer and 65% by Mr. Rudyak.

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PLAN OF DISTRIBUTION

The selling security holders may sell some or all of their shares at a fixed price of $0.0777 per share until our shares are quoted in the OTCQB marketplace of OTC Link and thereafter at prevailing market prices or privately negotiated prices or in transactions that are not in the public market. Prior to being quoted in the OTCQB marketplace of OTC Link, shareholders may sell their shares in private transactions to other individuals. Although our Common Stock is not listed on a public exchange, we will be filing to obtain a quotation in the OTCQB marketplace of OTC Link concurrently with the filing of this prospectus. In order to be quoted in the OTCQB marketplace of OTC Link, 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, which regulates the OTCQB marketplace of OTC Link, nor can there be any assurance that such an application for quotation will be approved. However, sales by selling security holder must be made at the fixed price of $0.0777 until a market develops for the stock.

Once a market has developed for our Common Stock, the shares may be sold or distributed from time to time by the selling security holders, who may be deemed to be underwriters, directly to one or more purchasers or through brokers or dealers who act solely as agents, at market prices prevailing at the time of sale, at prices related to such prevailing market prices, at negotiated prices or at fixed prices, which may be changed. The distribution of the shares may be effected in one or more of the following methods:

· ordinary brokers transactions, which may include long or short sales,

· transactions involving cross or block trades on any securities or market where our Common Stock is trading,

· through direct sales to purchasers or sales effected through agents,

· through transactions in options, swaps or other derivatives (whether exchange listed or otherwise), or

· any combination of the foregoing.

In addition, the selling security holders may enter into hedging transactions with broker-dealers who may engage in short sales, if short sales were permitted, of shares in the course of hedging the positions they assume with the selling security holders. The selling security holders may also enter into option or other transactions with broker-dealers that require the delivery by such broker-dealers of the shares, which shares may be resold thereafter pursuant to this prospectus. None of the selling security holders are broker-dealers or affiliates of broker dealers.

We will advise the selling security holders that the anti-manipulation rules of Regulation M under the Exchange Act may apply to sales of shares in the market and to the activities of the selling security holders and their affiliates. In addition, we will make copies of this prospectus (as it may be supplemented or amended from time to time) available to the selling security holders for the purpose of satisfying the prospectus delivery requirements of the Securities Act. The selling security holders may indemnify any broker-dealer that participates in transactions involving the sale of the shares against certain liabilities, including liabilities arising under the Securities Act.

Brokers, dealers, or agents participating in the distribution of the shares may receive compensation in the form of discounts, concessions or commissions from the selling security holders and/or the purchasers of shares for whom such broker-dealers may act as agent or to whom they may sell as principal, or both (which compensation as to a particular broker-dealer may be in excess of customary commissions). Neither the selling security holders nor we can presently estimate the amount of such compensation. We know of no existing arrangements between the selling security holders and any other shareholder, broker, dealer or agent relating to the sale or distribution of the shares. We will not receive any proceeds from the sale of the shares of the selling security holders pursuant to this prospectus. We have agreed to bear the expenses of the registration of the shares, including legal and accounting fees, and such expenses are estimated to be approximately $58,318.

Notwithstanding anything set forth herein, no FINRA member will charge commissions that exceed 8% of the total proceeds of the offering.

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DESCRIPTION OF SECURITIES TO BE REGISTERED

General

We are authorized to issue an aggregate number of 220,000,000 shares of capital stock, of which 200,000,000 shares are Common Stock, par value of $0.0001 per share, and 20,000,000 shares are preferred stock, par value of $0.0001 per share.

Common Stock

We are authorized to issue 200,000,000 shares of Common Stock, $0.0001 par value per share. Currently we have 20,057,500 shares of Common Stock issued and outstanding.

Each share of Common Stock shall have one (1) vote per share for all purposes. Our Common Stock does not provide preemptive, subscription or conversion rights and there are no redemption or sinking fund provisions or rights. Our Common Stock holders are not entitled to cumulative voting for election of the Board.

Preferred Stock

We are authorized to issue 20,000,000 shares of preferred stock, $0.0001 par value per share. Currently we have 2,000,000 shares of Series A Preferred Stock issued and outstanding. Each share Series A Preferred Stock shall have one hundred (100) votes per share for all purposes. Our Series A Preferred Stock does not provide preemptive, subscription or conversion rights and there are no redemption or sinking fund provisions or rights. Our Series A Preferred Stock holders are not entitled to cumulative voting for election of the Board.

Dividends

We have not paid any cash dividends to our shareholders. The declaration of any future cash dividends is at the discretion of our Board and depends upon our earnings, if any, our capital requirements and financial position, our general economic conditions, and other pertinent conditions. It is our present intention not to pay any cash dividends in the foreseeable future, but rather to reinvest earnings, if any, in our business operations.

Warrants

There are no outstanding warrants to purchase our securities.

Options

There are no outstanding options to purchase our securities.

Transfer Agent and Registrar

The transfer agent and registrar for our Common Stock is Corporate Stock Transfer, Inc. The transfer agent's address is 3200 Cherry Creek South Drive, Suite 430, Denver, CO 80209, and its telephone number is 303-282-4800.

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INTERESTS OF NAMED EXPERTS AND COUNSEL

No expert or counsel named in this prospectus as having prepared or certified any part of this prospectus or having given an opinion upon the validity of the securities being registered or upon other legal matters in connection with the registration or offering of the Common Stock was employed on a contingency basis, or had, or is to receive, in connection with the offering, a substantial interest, direct or indirect, in the registrant or any of its parents or subsidiaries. Nor was any such person connected with the registrant or any of its parents or subsidiaries as a promoter, managing or principal underwriter, voting trustee, director, officer, or employee.

Szaferman, Lakind, Blumstein & Blader, P.C. located at 101 Grovers Mill Road, Suite 200, Lawrenceville, NJ 08648 will pass on the validity of the Common Stock being offered pursuant to this Registration Statement.

As the Share Exchange did not occur prior to September 30, 2014, we are not yet able to present our consolidated financial statements inclusive of our now wholly-owned subsidiary Aquarius Colorado.

Our financial statements for the period July 3, 2014 (inception) through September 30, 2014, and for Aquarius Colorado for the fiscal years ended December 31, 2012 and December 31, 2013, included in this prospectus and the Registration Statement have been audited by Cutler & Co., LLC, an independent registered public accounting firm, to the extent and for the periods set forth in their reports appearing elsewhere herein and in the Registration Statement, and are included in reliance upon such report given upon the authority of said firm as experts in auditing and accounting.

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Information about the Registrant

DESCRIPTION OF BUSINESS

Market Overview:

Medical marijuana in the U.S. is a $2 billion industry that's seen over 16% average annual growth over the last five years (2009-2014). According to The ArcView Group*, an investment group in the marijuana industry, marijuana is expected to become a $10 billion industry over the next five years. Our fast-growing industry is commonly referred to as "the green rush," with many investors and professionals looking to the industry to see how they can get involved.

Medical marijuana is legal in 23 states, as well as Washington D.C. and Guam. Adult personal use (21+) is legal in four states: Colorado, Washington, Oregon, and Alaska, as well as the District of Columbia and Guam. Marijuana regulation and legalization has become a mainstream topic of political debate in the U.S., and was a relevant platform for many political candidates in the November 2014 local- and state- elections. Legalization will continue to be a mainstream political topic at the Federal level, as states continue to approve medical and recreational marijuana policies.

Legal Marijuana Sales in the United States:

2013:	$1.5 billion
2014 (predicted):	$2.3 billion
2018 (predicted):	$10.2 billion*

*The Arc Group, a professional research industry source for investors, research and progress.

An Illustrative Story

Imagine for a minute that you walk into your regular alcohol store to pick up a bottle of your favorite tequila brand.

Yesterday the store was laid out as a large open space with dozens of racks and shelves, but today the store has been transformed. Eighty percent (80%) of the open space is now behind a counter that you are not allowed to go behind. The checkout clerks from before are in deep conversation with other customers, so you take a seat in the new waiting area they have provided.

After about 10 minutes one of the clerks finishes with his customer and calls you up to the counter. He explains that the store-owner has decided to try a new model for the business, and that the products available today are listed on "the board" behind the counter.

Curious, you look for your favorite tequila brand. It is not on the list, but there are three different tequilas listed on the board. None are familiar brands you know.

You ask the clerk about your favorite brand and he explains that the store shifted its layout because the owner decided branded products were too costly, and that he knows enough local producers with good products at great prices.

You stop to think, then ask him to just show you the best tequila they have on hand.

The clerk then reaches down into the counter and pulls out two clear mason jars. One has a hand written label saying "Bob's Dragon Water" and the other has a computer printed label that reads "Sarah's Fire Water." You see these are the most expensive of the options on the list, and hope this means that they are the best quality.

He tells you what other customers say about the quality of these two products. He screws off the lid of one of the big glass jars and offers you to smell the tequila. Confused but intrigued, you accept the invitation. It smells like you would expect tequila to smell.

You look at the clerk and give him a nod. He seals up the big jar and hands it to you. Again confused, you take it and begin to inspect it visually.

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Unlike your normal bottle, there is no extensive labeling with health warnings and marketing information about the brand. The jar is completely clear, except for the hand written label that reads "Bob's Dragon Water."

You ask the clerk what you should be looking to see. He explains how some of his customers find it important to inspect the jar before buying, to make sure they don't see any impurities in the liquid inside. The clerk explains that Bob is a good distiller that they like to work with, but since he's a one-man shop you have to take quality control upon yourself.

At this point, you set down the jar, thank the clerk for his time, and walk out the door.

Market Need:

Though it sounds a little ridiculous, the story above is a very accurate depiction of the current state of legal marijuana in the U.S. Consumers' choices of marijuana products are limited to what products retailers can access at wholesale, which is ultimately limited by what products are available from growers. The issue is that the products growers and distributors have access to can vary in considerably in consistency, so what you had last time could be very different from what you buy this time.

To date, marijuana consumers do not have a reliable way to know if a product they purchased will give them the same experience a previous iteration of that product did.

There is a general misconception that products with the same strain names are consistent across dispensaries, retailers and markets, however, this isn't the case.

Many consumers assume that a particular strain will smell, taste, look and carry the same medicinal and psychoactive effects as another product of the same strain name. Yet, the reality is that no two products will have the same smell, taste, and looks or create the same experience, unless they are produced from the same genetics, in the same environment via the same process. Aquarius Cannabis will build relationships with third party entities that will maintain the genetic bank of mother plants and/or tissue cultures and coordinate access and secure transfer of genetics.

Product inconsistency means marijuana farmers aren't sure that the plant they are farming will yield the same volume of product or chemical consistency. The distributor may have problems pricing around the uncertainty inherent in the current market and is often uncertain of when supply will become available. Caregivers, dispensaries, and retailers do not know which of their suppliers will show up with products, nor how much they will cost, nor the quality of those products.

Ultimately, consumers pay for the inefficiencies across the supply chain, either through increased prices or inability to access product at all. There is little to no consumer trust in marijuana, which impacts the bottom lines of growers, distributors, and sellers alike. Branding marijuana means creating consistency in genetics, environment and process to create a reliable supply chain and dependable consumer product. Branding is the key solution to safe, consistent consumer experience and predictable, profitable business in the marijuana industry.

Our Business and Plan of Operations:

We are a U.S.-based branding company in the medical and recreational marijuana industries. We are focused on building long-term consumer loyalty to exceptional, consistent, and pesticide-free marijuana products that are marketed and sold under the Aquarius Cannabis brand. We do not produce, buy, sell, or transport marijuana.

Because we own the Aquarius Cannabis brand, we are responsible to the end consumer for ensuring that each and every Aquarius Cannabis branded product is produced, packaged, and labeled consistently.

Delivering on the brand promises of quality and consistency is how we add value to the end consumer. Aquarius Cannabis will ensure quality and consistency by providing an equipment list, material list, schedules and environmental requirements for all steps of the cultivation process. Producers will gain access to on-site consulting from top-tier experts that we plan to employ, in marijuana growing and horticultural production to ensure all growers that license our Aquarius Cannabis brand are able to meet the quality and consistency standards we set in their marijuana flowers. Our consultants will advise growers at every step of the way to ensure their success including: site planning, site set-up, and crop scheduling, as well as guidance and troubleshooting during production, harvest, curing, testing, and packaging.

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The way that we will deliver on our promises to the end consumer is by working directly with growers, intermediaries, and retailers to ensure consistency throughout the entire supply chain. To accomplish this, we contracted a top-tier grower and horticulture specialist to develop the growing methods and environmental designs to systemize the production process as the Aquarius Cannabis brand platform. Our proprietary growing methods and environmental designs outline a specific process with approved materials for all steps of the cultivation process that provide the backbone for consistent marijuana. We will help producers by lowering growing costs, increasing wholesale revenue, and decreasing the effort put into sales of their products. We also plan to offer Aquarius Pods which are fully equipped, turnkey production units available as a mobile version that can be placed outdoors and a version built for indoor facilities. Once a grower signs a branded-production licensing agreement, the Aquarius Pods can be operational within thirty days assisting licensed partners by reducing speed-to-market and up-front costs before their first revenue.

We will take responsibility for marketing on behalf of growers at both the wholesale and retail level. All retailers of Aquarius Cannabis branded products will enter into a brand-licensing agreement with us governing the way our brands are marketed in their stores. We will coordinate all necessary legal contracts between these outlets and our growers. We will monitor inventory so consumers know where they can find our products in real time. We plan to communicate inventory needs to growers so they are able to meet those needs before stores run out of supply. Lastly, we will be responsible for driving retail demand from marijuana consumers through our B2C marketing.

Growers are the primary financial beneficiary of all of these efforts because of lower growing costs, increased wholesale revenue, and decreased effort put into sales of their products. We will earn licensing fees, royalties, consulting fees and packaging revenue from the production and distribution of Aquarius Cannabis branded products in exchange for the use of our brands, processes, other intellectual property and consulting services.

Business Model:

We plan to generate revenue through licensing, royalties, packaging and consulting fees paid by marijuana producers licensed under the Aquarius Cannabis brand.

We will generate packaging fees by providing visually appealing and strongly branded materials that medical marijuana and recreational marijuana producers and distributors will use to package medical marijuana and recreational products in our portfolio. The medical marijuana and recreational marijuana products will be packaged both at wholesale scale and for the end-consumer.

We plan to generate revenues through our consulting services to medical and recreational cannabis producers. We will provide varying degrees of assistance to different growers, but services will include helping producers increase the quality and efficiency of their growing process, as well as helping them effectively market and build their brands. These services are vital to ensure that all producers partnering with us maintain the consistent high quality we believe that consumers will come to expect from our Aquarius Cannabis brand.

The common denominator in our sales contracts from state to state is that we will always sell intellectual property licensing and business consulting services. However, the actual form of our fee schedules with a legal marijuana grower depends entirely on the specific laws and regulations governing production in that state. We believe that our model can be adapted to any current state model, based on over 100 of hours of legal advice from multiple business and criminal lawyers across multiple states.

Marketing Plan:

We anticipate that marketing will be a significant part of our overall business strategy, since marketing is needed to build awareness of our products and services. Marketing Aquarius Cannabis includes enrolling growers and dispensaries into brand-licensing agreements, and building and strengthening consumer loyalty to our family of marijuana product brands.

Our sales and business development teams will lead campaigns to enroll growers and dispensaries in legal marijuana markets. Currently we are focused on California, Colorado, and Washington.

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Our consumer marketing campaigns will be spearheaded by a former Altria Group executive and Marlboro brand manager. We plan to contract a marketing and advertising services firm to assist with these efforts. Marketing efforts for Aquarius Cannabis branded marijuana products will include: high quality consumer packaging, in-store displays and advertising, promotions, and digital and experiential marketing.

Competition:

Although it is federally illegal to invest in the production, transportation, and sale of medical or recreational marijuana, there are a number of "ancillary businesses" emerging in these industries. "Ancillary businesses" is a catch-all term for any business that is indirectly involved in the production, transportation, and sale of medical or recreational marijuana. The term covers a wide range of businesses including: doctors, lawyers, consultants, glass blowers, real estate agents, nutrient producers, insurance agents, and lighting manufactures. We plan to generate revenue through licensing, royalties, packaging and consulting fees paid by marijuana producers licensed under the Aquarius Cannabis brand. The common denominator in our sales contracts from state to state is that we will always sell intellectual property licensing and business consulting services. We are not licensed to grow, distribute or sell cannabis, so the company does not risk the forfeiture to the Federal Government of any assets due to operating an illegal enterprise.

Many of the competitors in the list that follows are only tangentially competitive to our business and are participating in a different segment of the newly emerging medical marijuana and recreational marijuana industries. We believe there are a void, and thus an opportunity, in medical marijuana and recreational marijuana branding, specifically regarding flowers.

While there are several well-known brands selling marijuana "edibles," and another company branding concentrates around "experience," we are unaware of any competitors that are attempting to develop a portfolio of multiple medical marijuana and recreational marijuana brands distributed in multiple states in the same manner as us.

Our core business is collecting packaging, licensing and consulting fees from producers who produce products that are marketed and sold under our brand. Currently we are aware of one active brand-licensing company, Privateer Holdings with a similar model in the marijuana flower product category.

Some of the tangentially competitive companies are as listed, along with their business:

·	Branded Concentrates Based on Experience
	Ø Ebbu
·	Branded Non-Flower Products
	Ø Dixie Elixir
	Ø EdiPure
·	Leasing Grow Facilities
	Ø Advanced Cannabis Solutions, Inc. (CANN)
·	Equipment Supply
	Ø Growlife, Inc. (PHOT)
·	Neutraceuticals containing Hemp and/or Cannabidiol
	Ø Cannavest, Inc.
	Ø Nuvilex, Inc.
	Ø Medical Marijuana, Inc.
	Ø Cannabis Science Inc (CBIS)
	Ø GW Pharmaceuticals Plc (GWPH)

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·	Turn-Key Grow Systems
	Ø United Cannabis (CNAB)
	Ø Growblox Sciences, Inc. (GBLX)
·	Branded Production Consulting
	Ø Verde Sciences Inc. (VRCI)
	Ø American Green Inc (ERBB)
	Ø Chuma Holdings (CHUM)
	Ø Medican Enterprise Inc (MDCN)

Additionally, one proven way of increasing consistency in many industries that could reasonably be considered as “competitive” to our branding programs is when State or Federal authorities create minimum good manufacturing practice (GMP) regulations. We believe that government enforced GMP regulations are likely to lead to greater safety and consistency in product quality across the marijuana industry.

Intellectual Property:

Our growing methods and environmental designs are proprietary because we have developed a system of marijuana production that implements a specific combination of genetics, materials, process, and environment. We will protect our proprietary property by requiring the producer to sign a licensing and non-disclosure agreements.

Legal limitations include the fact that intellectual property, specifically federal trademarks, for cannabis are not granted at this time, as cannabis is a Schedule 1 drug. Federal courts are unlikely to hear IP litigation cases, which poses limitations on our ability to protect our IP.

We have applied for trademarks including the brand name Aquarius.

Employees:

As of the date of this Registration Statement we have no employees. We have six full-time contractors and several part-time contractors providing us operational and support services. Because ACI managers were unsure of the number of hours each person associated with the company would be required to work, we hired contractors at an hourly / month fee.  Mr. Lawyer and Ms. Shuck invoice their time to ACI via their company, The Aquarius Group. Grede worked through his sole-owned consulting firm, The Aspen Alliance. As the business expands the consulting base will be converted to full time employees.

To date, we have relied solely on investor funding. The continuation of the business based on available capital has been a going concern of the business since it was initially created as AH LLC, and particularly in 2014. Based on this we did not believe it was appropriate to hire “employees” for any position (including executive). All of our contractors, including our executive officers, continue to seek and perform work outside of Aquarius Cannabis Inc. Therefore, it is in their best interest to remain independent contractors. They all retain the freedom to handle their work for Aquarius Cannabis.

We anticipate all core team members will remain independent contractors until such time ACI is stable enough to offer 12 month employment contracts.  Additionally, we consider our executive officers not to be employees under Nevada law since the contractors agreements are with Aquarius Holdings LLC, a wholly owned subsidiary of Aquarius Cannabis Inc. Aquarius Cannabis intends to employ full time executive officers and employees.

Properties:

Our principal executive office is 2549 Cowley Drive, Lafayette, CO 80026. This office is part of a home owned by one of our executive officers.

Our operational offices are located at 22144 Clarendon Street, Suite 230, Woodland Hills, CA 91364. We have a one year lease on this 1,500 square foot office space expiring in October 2015.

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LEGAL PROCEEDINGS

From time to time, we may become involved in various lawsuits and legal proceedings, which arise, in the ordinary course of business. However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business. We are currently not aware of any such legal proceedings or claims that we believe will have a material adverse effect on our business, financial condition or operating results.

MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

There is presently no public market for our shares of Common Stock. We anticipate applying for quoting of our Common Stock in the OTCQB marketplace of OTC Link upon the effectiveness of the Registration Statement of which this prospectus forms a part. However, we can provide no assurance that our shares of Common Stock will be quoted in the OTCQB marketplace of OTC Link or, if quoted, that a public market will materialize.

Holders of Capital Stock:

As of the date of this Registration Statement, we have 66 holders of our Common Stock.

Rule 144 Shares

As of the date of this Registration Statement, we do not have any shares of our Common Stock that are currently available for sale to the public in accordance with the volume and trading limitations of Rule 144.

Stock Option Grants

We do not have a stock option plan in place and have not granted any stock options at this time.

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MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS

The following discussion provides information which we believe is relevant to an assessment and understanding of our results of operations and financial condition. The discussion should be read along with our financial statements and the financial statements of Aquarius Colorado and notes thereto. This section 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.

Overview:

We were incorporated on July 3, 2014, under the laws of the state of Nevada. We acquired Aquarius Colorado on December 1, 2014, via a Share Exchange with Aquarius Colorado's members. In exchange for the membership interests of the members of Aquarius Colorado, we gave them 18,000,000 shares of Common Stock and 2,000,000 shares of Series A Preferred Stock and Aquarius Colorado became our wholly owned subsidiary. Aquarius Colorado was formed on October 20, 2011.

Our principal mission is to fill the current gap in the consistency of quality, price and availability of consumer products in the medical marijuana and recreational marijuana industries. From there, we will embark on the more aggressive goal of developing premier brands in the medical marijuana and recreational marijuana industries and becoming one of the first companies with multiple medical marijuana and recreational marijuana brands distributed in multiple states.

To accomplish this, we will certify production and distribution processes in California, Washington and other states. We will grant certifications to medical cannabis producers, and as applicable, recreational cannabis producers, when they meet specific and difficult standards (including using zero pesticides in the growing process). By partnering with us, producers will gain access to a variety of services, such as consulting, marketing, and brand-licensed legal distribution outlets under what we believe will be a recognized brand name. We will help producers simplify their sales process by taking responsibility for marketing on behalf of growers at both the wholesale and retail level. All retailers of Aquarius Cannabis branded products will enter into a brand-licensing agreement with us governing the way our brands are marketed in their stores. We will coordinate all necessary legal contracts between these outlets and our growers. We will monitor inventory so consumers know where they can find our branded products in real time. We plan to communicate inventory needs to growers so they are able to meet those needs before stores run out of supply. Lastly, we will be responsible for driving retail demand from marijuana consumers through our B2C marketing ..

At no point in time will we produce, distribute, or own the actual marijuana products that are distributed under our brand names.

Plan of Operation

Since Aquarius Colorado's inception, our operations have been limited to raising capital resources and developing our flagship production process that allows for commercially viable, pesticide-free production of marijuana. Aquarius Colorado is currently in search of medical and recreational growers with the intention of negotiating flagship production partnerships in California, Colorado, and Washington and searching for growers interested in micro-branding.

Liquidity and Capital Resources

At the date hereof, we have minimal cash at hand. We estimate that we will require approximately $600,000 in direct investment into the company to fund operations until we reach self sustaining revenue.  This estimate assumes we complete contracts with farmers with flagship grows in Q1 2015. For each month that we do not have flagship grows online, we require approximately $100,000 in additional capital invested into Aquarius. We are currently in discussions and negotiations with a number of potential investors, and expect to raise the majority of the $600,000 in the first quarter of 2015, with the remainder coming in quarters two and three.

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Additional funding may not be available on favorable terms, if at all. We intend to continue to fund our business by way of equity or debt financing and advances from related parties. In the event we seek to raise additional capital through the issuance of debt or its equivalents, this will result in increased interest expense. If we raise additional capital through the issuance of equity or convertible debt securities, the percentage ownership of Aquarius held by existing shareholders will be reduced and those shareholders may experience significant dilution. In addition, new securities may contain certain rights, preferences or privileges that are senior to those of our Common Stock. We cannot assure you that we will be able to raise working capital as needed in the future on terms acceptable to us, if at all.

If we are unable to raise capital as needed, we may be required to reduce the scope of our business development activities, which could harm our business plans, financial condition and operating results, or cease our operations entirely, in which case, you will lose all of your investment.

Off Balance Sheet Transactions:

We do not have any off-balance sheet transactions.

Critical Accounting Policies and Estimates:

Basis of Presentation

Our financial statements are stated in United States dollars and have been prepared in accordance with accounting principles generally accepted in the United States ("U.S. GAAP").

Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires us to make estimates, assumptions and judgments that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of expenses during the period presented.

We make our estimate of the ultimate outcome for these items based on historical trends and other information available when the financial statements are prepared. Changes in estimates are recognized in accordance with the accounting rules for the estimate, which is typically in the period when new information becomes available. We believe that our significant estimates, assumptions and judgments are reasonable, based upon information available at the time they were made. Actual results could differ from these estimates, making it possible that a change in these estimates could occur in the near term.

Fair Value of Financial Instruments

We value our financial assets and liabilities using fair value measurements. Fair value is based on the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The carrying amount of cash and cash equivalents, note receivable, prepaid expenses and deposits, accounts payable, amounts due to related parties, note payable and note payable, related party approximates fair value because of the short-term nature of these financial instruments. The carrying amount of Aquarius Colorado's convertible notes payable at September 30, 2014, approximates its fair value based on our incremental borrowing rates.

Assets and Liabilities Measured at Fair Value

We record our financial assets and liabilities at fair value based upon a fair value hierarchy established by U.S. GAAP, which prioritizes the inputs used to measure fair value into the following levels:

Level 1 -	Quoted market prices in active markets for identical assets or liabilities at the measurement date.
Level 2 -	Quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, or other inputs that are observable and can be corroborated by observable market data.
Level 3 -	Inputs reflect management's best estimates and assumptions of what market participants would use in pricing the asset or liability at the measurement date. The inputs are unobservable in the market and significant to the valuation of the instruments.

A financial instrument's categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement.

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Cash and Cash Equivalents

We consider all amounts on deposit with financial institutions and highly liquid investments with an original maturity of three months or less to be cash equivalents.

Fixed Assets

Fixed assets represent equipment stated at cost and are depreciated using the straight-line method over the estimated useful life of the assets, ranging from three to ten years.

Impairment of Long-Lived Assets

When applicable, we continually monitor events and changes in circumstances that could indicate carrying amounts of long-lived assets may not be recoverable. When such events or changes in circumstances are present, we assess the recoverability of long-lived assets by determining whether the carrying value of such assets will be recovered through undiscounted expected future cash flows. If the total of the future cash flows is less than the carrying amount of those assets, we recognize an impairment loss based on the excess of the carrying amount over the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or the fair value less costs to sell.

Revenue Recognition

We will recognize revenue in accordance with Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") 605, "Revenue Recognition" which requires that four basic criteria must be met before revenue can be recognized: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred; (3) the selling price is fixed and determinable; and (4) collectability is reasonably assured. Determination of criteria (3) and (4) are based on management's judgments regarding the fixed nature of the selling prices of the products and services delivered and the collectability of those amounts. Provisions for discounts and rebates to customers, estimated returns and allowances, and other adjustments will be provided for in the same period the related sales are recorded. We will defer any revenue for which the product or service has not been delivered or is subject to refund until such time that we and the customer jointly determine that the product or service has been delivered or no refund will be required.

Share-based Compensation

We periodically issue common shares to non-employees in non-capital raising transactions for services. We account for common shares issued to non-employees in accordance with ASC 505, "Equity", whereas the value of the equity-based compensation is based upon the measurement date as determined at either (a) the date at which a performance commitment is reached, or (b) at the date at which the necessary performance to earn the equity instruments is complete. Common shares issued to non-employees are valued at their respective measurement dates based on the fair value of whichever is more reliably determinable: (a) the services received; or (b) the common shares issued.

Income Taxes

Income taxes are recorded using the asset and liability method. Under the asset and liability method, tax assets and liabilities are recognized for the tax consequences attributable to differences between financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Future tax assets and liabilities are measured using the enacted tax rates expected to apply when the asset is realized or the liability settled. The effect on future tax assets and liabilities of a change in tax rates is recognized in income in the period that enactment occurs. To the extent that we do not consider it more likely than not that a future tax asset will be recovered, we will provide a valuation allowance against the excess.

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We follow the provisions of ASC 740, "Income Taxes". As a result of ASC 740, we make a comprehensive review of our portfolio of tax positions in accordance with recognition standards established by ASC 740. When tax returns are filed, it is highly certain that some positions taken would be sustained upon examination by the taxing authorities, while others are subject to uncertainty about the merits of the position taken or the amount of the position that would be ultimately sustained. The benefit of a tax position is recognized in the financial statements in the period during which, based on all available evidence, we believe it is more likely than not that the position will be sustained upon examination, including the resolution of appeals or litigation processes, if any. Tax positions taken are not offset or aggregated with other positions. Tax positions that meet the more-likely-than-not recognition threshold are measured as the largest amount of tax benefit that is more than 50 percent likely of being realized upon settlement with the applicable taxing authority. The portion of the benefits associated with tax positions taken that exceeds the amount measured as described above is reflected as a liability for unrecognized tax benefits in the accompanying balance sheets along with any associated interest and penalties that would be payable to the taxing authorities upon examination.

Interest associated with unrecognized tax benefits are classified as interest expense and penalties are classified in selling, general and administrative expenses in the statements of income.

Net Income (Loss) Per Share

We compute net income (loss) per share in accordance with ASC 260, "Earnings per Share". Under the provisions of ASC 260, basic net income (loss) per share includes no dilution and is computed by dividing the net income (loss) available to common stockholders for the period by the weighted average number of shares of common stock outstanding during the period. Diluted income (loss) per share takes into consideration shares of common stock outstanding (computed under basic net income (loss) per share) and potentially dilutive securities that are not anti-dilutive.

Related Party Transactions

A related party is generally defined as (i) any person that holds 10% or more of our common shares including such person's immediate families, (ii) our management, (iii) someone that directly or indirectly controls, is controlled by or is under common control with Aquarius, or (iv) anyone who can significantly influence the financial and operating decisions of Aquarius. A transaction is considered to be a related party transaction when there is a transfer of resources or obligations between related parties.

Aquarius Results of Operations:

Results of Operations for the period July 3, 2014 (inception) through September 30, 2014.

During the period from July 3, 2014 (inception), through September 30, 2014, we did not generate any revenue or gross profits and incurred $1,100 of general and administrative costs comprised of state filing fees, bank service charges and share-based compensation expense to our founders.

At September 30, 2014, we were just starting our 2014 plan to acquire Aquarius Colorado and file our S-1 Registration Statement. During the period July 3, 2014 (inception), through September 30, 2014, we sold 313,000 of our 2,000,000 common share private placement offering generating $24,321 of stock subscriptions but received no cash from these sales prior to September 30, 2014. The private placement closed on November 3, 2014, and at that time we received the full $155,400 from the sale of 2,000,000 shares at $0.0777 each (including the $24,321 mentioned above). During the period July 3, 2014 (inception), through September 30, 2014, we sold 111,125 common shares to Aquarius Colorado at $0.0777 per share under stock subscriptions totaling $8,634 for share awards to Aquarius Colorado's independent contractors, but received no cash from these sales prior to September 30, 2014.

Aquarius acquired Aquarius Colorado on December 1, 2014, through the Share Exchange by issuing 18,000,000 common shares and 2,000,000 Series A Preferred Shares to the 12 members of Aquarius Colorado for 100% of the membership interest in Aquarius Colorado.

Liquidity and Capital Resources for the period July 3, 2014 (inception) through September 30, 2014.

Our cash flows, $11 used in operating activities and $20 generated from financing activities were nominal during the period July 3, 2014 (inception) through September 30, 2014.

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We require additional capital to implement our business and fund our operations.

Additional funding may not be available on favorable terms, if at all. We intend to continue to fund our business by way of equity or debt financing and advances from related parties. In the event we seek to raise additional capital through the issuance of debt or its equivalents, this will result in increased interest expense. If we raise additional capital through the issuance of equity or convertible debt securities, the percentage ownership of Aquarius held by existing shareholders will be reduced and those shareholders may experience significant dilution. In addition, new securities may contain certain rights, preferences or privileges that are senior to those of our Common Stock. We cannot assure you that we will be able to raise working capital as needed in the future on terms acceptable to us, if at all.

Aquarius Colorado Results of Operations:

Results of Operations for the year ended December 31, 2013 compared to the year ended December 31, 2012:

During the year ended December 31, 2013 and 2012, Aquarius Colorado did not generate any revenue or gross profits as they had only began their operations and were primarily raising capital and conducting research and development activities and preliminary marking activities to develop and license proprietary production processes and new marijuana brands.

Aquarius Colorado's net loss for the year ended December 31, 2013 and 2012 was $408,913 and $61,043, respectively. The increase in net loss was due to an increase in start-up activities in 2013 as compared to 2012.

Aquarius Colorado's operating loss for the year ended December 31, 2013 and 2012 was $204,714 and $10,516, respectively. The increase in operating loss was due to an increase in start-up activities in 2013 as compared to 2012.

During 2013, Aquarius Colorado incurred $13,892 of sales and marketing expense, primarily website development costs, as compared to no sales and marketing costs in 2012. During 2013, Aquarius Colorado incurred $77,073 of research and development expense, comprised of $26,706 of professional fees, $49,985 of equity-based compensation expense and $382 of materials and supply expense in the development of their brands and proprietary processes as compared to no research and development costs in 2012. Finally, during 2013, Aquarius Colorado incurred $113,749 of general and administrative ("G&A") expense, comprised of $57,291 of labor costs and professional fees, $50,100 of equity-based compensation expense and $6,358 of other G&A expense as compared to $10,516 of G&A expenses in 2012 comprised of $8,846 of labor costs and professional fees, and $1,670 of other G&A expense.

Aquarius Colorado's nonoperating expense for the year ended December 31, 2013 and 2012 was $204,199 and $50,527, respectively. The increase in nonoperating expense was primarily due to an increase in amortization of debt discount applicable to related party debt. During 2013 and 2012, Aquarius Colorado borrowed $200,000 and $50,000, respectively, from related parties to fund its operations. During 2013 and 2012, Aquarius Colorado issued membership interests of 33.33% and 14.69%, respectively, to the lenders and as a result, Aquarius Cannabis recognized debt discount amortization expense of $200,000 in 2013 and $50,000 in 2012. Aquarius Colorado's other nonoperating expense totaled $4,199 during 2013 and $527 during 2012, and was comprised primarily of interest expense and interest expense to related parties.

Liquidity and Capital Resources for the year ended December 31, 2013 compared to the year ended December 31, 2012:

Aquarius Colorado's cash balance at December 31, 2013, increased to $138,542 as compared to $38,060 at December 31, 2012, primarily as a result of increased borrowing activity.

Aquarius Colorado's net cash used in operating activities for the year ended December 31, 2013 and 2012 was $99,518 and $11,940, respectively. This increase was primarily due to the expenses incurred in connection with increased start-up activities.

Aquarius Colorado did not have cash flows from investing activities during 2013 and 2012.

Net cash provided by financing activities for the year ended December 31, 2013 and 2012 was $200,000 and $50,000, respectively, representing borrowings from related parties during each of those two years.

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Results of Operations for the three months ended September 30, 2014 compared to the three months ended September 30, 2013:

During the three months ended September 30, 2014 and 2013, Aquarius Colorado did not generate any revenue or gross profits as they had only began their operations and were primarily raising capital and conducting research and development activities and preliminary marking activities to develop and license proprietary production processes and new cannabis brands.

Aquarius Colorado's net loss for the three months ended September 30, 2014 and 2013 was $512,657 and $68,727, respectively. The increase in net loss was due to an increase in start-up activities in 2014 as compared to 2013.

Aquarius Colorado's operating loss for the three months ended September 30, 2014 and 2013 was $491,015 and $67,483, respectively. The increase in operating loss was due to an increase in start-up activities in 2014 as compared to 2013.

During the three months ended September 30, 2014, Aquarius Colorado incurred $87,445 of sales and marketing expense, comprised of $69,325 of professional fees and $18,120 of other marketing costs as compared to $9,300 of sales and marketing website development costs during the three months ended September 30, 2013. The increase was mainly due to engaging the services of additional third party marketing consultants in 2014.

During the three months ended September 30, 2014, Aquarius Colorado incurred $7,039 of research and development ("R&D") expense, comprised of $5,500 of professional fees, $583 of equity-based compensation expense and $956 of materials and supply expense in the development of their brands and proprietary processes as compared to $28,846 of R&D costs in the same period in 2013 comprised of $3,500 of professional fees, $24,993 of equity-based compensation expense and $353 of materials and supply expense. The decrease was due to a reduction in R&D initiatives in the third quarter of 2014 as compared to the third quarter of 2013.

During the three months ended September 30, 2014, Aquarius Colorado incurred $309,708 of G&A expense, comprised of $270,109 of labor costs and professional fees, $6,109 of equity-based compensation expense and $33,490 of other G&A expense as compared to G&A totaling $4,637 during the same period in 2013 comprised of $1,715 of professional fees, and $2,922 of other G&A expense. The significant increase was due to the increased number of contractors during the third quarter of 2014 as compared to the same period in 2013.

Finally, during the three months ended September 30, 2014, Aquarius Colorado incurred $86,823 of G&A expense to related parties, comprised of $84,881 of related party labor cost and $1,942 of equity-based compensation expense as compared to a total of $24,700 of G&A expense to related parties during the same period in 2013 comprised of $8,000 of related party labor costs and $16,700 of related party equity-based compensation expense This increase resulted from increased services provided by Mr. Grede, Mr. Lawyer and the Aquarius Group "TAG" during the third quarter of 2014 as compared to the same period in 2013.

Aquarius Colorado's nonoperating expense for the three months ended September 30, 2014 and 2013 was $21,642 and $1,244, respectively. Nonoperating expense was comprised almost entirely of interest expense during these two periods. The increase was attributable to our convertible promissory notes issued during May through October 2014.

Results of Operations for the nine months ended September 30, 2014 compared to the nine months ended September 30, 2013:

During the nine months ended September 30, 2014 and 2013, Aquarius Colorado did not generate any revenue or gross profits as they had only began their operations and were primarily raising capital and conducting research and development activities and preliminary marking activities to develop and license proprietary production processes and new cannabis brands.

Aquarius Colorado's net loss for the nine months ended September 30, 2014 and 2013 was $959,047 and $363,012, respectively. The increase in net loss was due to an increase in start-up activities in 2014 as compared to 2013.

Aquarius Colorado's operating loss for the nine months ended September 30, 2014 and 2013 was $925,831 and $160,057, respectively. The increase in operating loss was due to an increase in start-up activities in 2014 as compared to 2012.

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During the nine months ended September 30, 2014, Aquarius Colorado incurred $115,637 of sales and marketing expense, comprised of $79,125 of professional fees and $36,512 of other marketing costs as compared to $9,448 of sales and marketing costs, primarily website development, during the nine months ended September 30, 2013. The increase was mainly due to engaging the services of additional third party marketing consultants in 2014.

During the nine months ended September 30, 2014, Aquarius Colorado incurred $21,622 of R&D expense, comprised of $18,000 of professional fees, $583 of equity-based compensation expense and $3,039 of materials and supply expense in the development of their brands and proprietary processes as compared to $70,838 of research and development costs during the same period in 2013 comprised of $20,500 of professional fees, $49,985 of equity-based compensation expense and $353 of materials and supply expense. The decrease was due to a reduction in R&D initiatives during the first nine months of 2014 as compared to the same period in 2013.

During the nine months ended September 30, 2014, Aquarius Colorado incurred $626,147 of G&A expense, comprised of $518,618 of labor costs and professional fees, $22,684 of equity-based compensation expense and $84,845 of other G&A expense (mainly travel-related expense). This compares to a total of $12,671 of G&A expense during the same period in 2013 comprised of $8,937 of professional fees, and $3,734 of other G&A expense. The significant increase was due to the addition of several contractors during the first three quarters of 2014 as compared to the same period in 2013.

Finally, during the nine months ended September 30, 2014, Aquarius Colorado incurred $162,425 of G&A expense to related parties, comprised of $160,483 of related party labor cost, $1,942 of equity-based compensation expense as compared to $67,100 during the nine months ended September 30, 2013, comprised of $17,000 of related party labor costs and $50,100 of related party equity-based compensation expense. This increase resulted from increased services provided by Mr. Grede, Mr. Lawyer and TAG during the first nine months of 2014 as compared to the same period in 2013.

Liquidity and Capital Resources for the nine months ended September 30, 2014 compared to the nine months ended September 30, 2013:

Aquarius Colorado's cash balance at September 30, 2014, increased to $185,918 as compared to $138,542 at December 31, 2013, primarily as a result of increased borrowing activity, offset by an increase in operating cash outflows.

Aquarius Colorado's net cash used in operating activities for the nine months ended September 30, 2014 and 2013 were $652,273 and $58,734, respectively. This increase was primarily due to the expenses incurred in connection with increased start-up activities.

Aquarius Colorado's cash used in investing activities was $10,351, as result of purchasing grow lights for research and development of the AquariusPODs, during the nine months ended September 30, 2014 as compared to zero during the same period in 2013.

Net cash provided by financing activities for the nine months ended September 30, 2014 and 2013 was $710,000 from the sale of convertible promissory notes and $200,000 from borrowings from related parties, respectively.

Aquarius Colorado will require additional capital to implement its business and fund its operations.

Additional funding may not be available on favorable terms, if at all. Aquarius Colorado intends to continue to fund its business by way of equity or debt financing and advances from related parties. In the event Aquarius Colorado seeks to raise additional capital through the issuance of debt or its equivalents, this will result in increased interest expense. We cannot assure you that Aquarius Colorado will be able to raise working capital as needed in the future on terms that are acceptable, if at all.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

There have been no changes in or disagreements with accountants on accounting or financial disclosure matters.

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DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS

The following table sets forth the names and ages of our officers and directors as of December 12, 2014. Our executive officers are elected annually by our Board. Our executive officers hold their offices until they resign, are removed by the Board, or their successors are elected and qualified.

Name	Age	Position
Michael Davis Lawyer	28	Chief Executive Officer, President, Chief Financial Officer, and Director
Donald Grede	66	Vice President and Director

Set forth below is a brief description of the background and business experience of our executive officers and directors for the past five years.

Michael Davis Lawyer is a co-founder of Aquarius and Aquarius Colorado. Mr. Lawyer is a hands-on leader who is intimately familiar with the details of every aspect of the marijuana industry. He believes that cannabis is the single most valuable renewable resource on the planet, and he is dedicated to the full commercialization of both medical and recreational cannabis.

Mr. Lawyer has served as Managing Member of The Aquarius Group, LLC ("TAG") since its inception in October 2012. TAG provides business consulting, coaching, marketing services and management services to small businesses including Aquarius. Mr. Lawyer also served as manager of Higher Living L.A., A Cooperative Corporation from October 2009 to May 2012.

Mr. Lawyer is a lifetime entrepreneur who created medical marijuana retail, wholesale, and cultivation businesses in California from 2009-2012. In that time, Mr. Lawyer developed the vision for branding marijuana and gained the knowledge he needed to bring that vision to life.

After recognizing the likelihood of Colorado's legalization of recreational marijuana during 2011, Mr. Lawyer founded Aquarius Colorado in Colorado with Donald Grede.

Mr. Lawyer has an undergraduate degree from the University of Southern California.

Mr. Lawyer's qualifications to serve on our Board include his creation of medical marijuana businesses over the last five years.

Mr. Lawyer pled guilty on October 5, 2009, to a DUI in Los Angeles. Mr. Lawyer has completed his sentence in connection with this matter and his driver's license has been reinstated. Mr. Lawyer pled guilty in August 2011 to the misdemeanor crime of possession of more than one ounce of cannabis. In April 2014, Mr. Lawyer pled guilty to the charge of misdemeanor possession of more than one gram of concentrated cannabis.

Donald Grede is a co-founder of Aquarius and Aquarius Colorado. Mr. Grede has a long history as a start-up executive and extensive experience in business-to-business sales. Mr. Grede has served as the President of Portable Air of Colorado, Inc., a private HVAC company, since its inception in July 2010. Mr. Grede has served as the General Manager of Ingenera USA Incorporated, a private company that markets environmentally friendly construction products, since its inception in February 2013. He is responsible for business administration and the development and implementation of our business in Colorado.

Mr. Grede got into the medical marijuana business after medical marijuana growers in Colorado began ordering large HVAC systems from one of his businesses. After observing the inconsistent nature of the industry, Mr. Grede recognized a major opportunity to bring professional business practices into this new market. He is on a mission to raise standards across the industry through consistency in all aspects of the business.

Mr. Grede has a MBA from the MIT Sloan School of Business.

Mr. Grede's qualifications to serve on our Board include his experience as a start-up executive and in business-to-business sales.

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Code of Ethics

We have not adopted a Code of Ethics, but we expect to adopt a Code of Ethics in fiscal 2015 and will post such code to our website.

Term of Office

Our directors are appointed for a one-year term to hold office until the next annual general meeting of our shareholders or until removed from office in accordance with our bylaws.

EXECUTIVE COMPENSATION

Summary Compensation Table

As a smaller reporting company, we are required to disclose the executive compensation of our "Named Executive Officers", which consist of the following individuals: (i) any individual serving as our principal executive officer or acting in a similar capacity (the "CEO"); (ii) the two other most highly compensated executive officers of Aquarius serving as executive officers at the most recently completed fiscal year; and (iii) any additional individuals for whom disclosure would have been provided but for the fact the individual was not serving as an executive officer at the end of the most recently completed fiscal year.

The following Summary Compensation Table sets forth for fiscal twelve months 2013 and nine months of 2014 of the compensation, awarded to, paid to, or earned by our named executive officers in their capacities as executive officers of Aquarius Colorado.

										Non-Equity
										Incentive		Nonqualified
						Stock		Option		Plan		Deferred		All Other
Name and Principal Position	Year	Salary ($)		Bonus ($)		Awards ($)		Awards ($)		Compensation ($)		Compensation ($)		Compensation ($)		Total ($)
Michael Davis Lawyer (1)	2013		0		0		0		0		0		0		63,600		63,600
	2014		0		0		0		0		0		0		98,454		98,454
Donald V. Grede (2)	2013		0		0		0		0		0		0		29,000		29,000
	2014		0		0		0		0		0		0		63,971		63,971

———————

(1)	Appointed President, Chief Executive Officer, CFO, Secretary and a director of Aquarius on July 3, 2014. Includes $50,100 of equity-based compensation paid to TAG, an entity where Mr. Lawyer is Managing Member.
(2)	Appointed President as of September 1, 2014 and a director of Aquarius on July 3, 2014.

Narrative Disclosure to Summary Compensation Table

During 2014 and 2013, Messrs. Grede and Lawyer received management fees as independent contractors for Aquarius Colorado.  Mr. Grede was paid management fees through his professional consulting services firm, TAA.  Mr. Lawyer was paid his consulting fees through his professional consulting services firm, TAG.  

Outstanding Equity Awards

We had no outstanding equity awards as of the fiscal year ended September 30, 2014.

38

Employment Contracts, Termination of Employment, Change-in-Control Arrangements

Under independent contractor arrangements with Aquarius Colorado, effective December 1, 2014 and for a period of nine (9) months, Mr. Grede receives compensation of $4,000 per month from December 1, 2014 through March 31, 2015, the receive $7,500 per month from April 1, 2015 through August 31, 2015.  In addition, he will receive 75,000 shares of common stock for services rendered from September 1, 2014 through December 31, 2014, 112,500 shares of common stock for services rendered January 1, 2015 through March 31, 2015, 60,000 shares of common stock for services rendered April 1, 2015 through June 30, 2015, and 40,000 shares of common stock for services rendered July 1, 2015 through September 30, 2015. Mr. Lawyer receives compensation of $12,500 per month from December 1, 2014 and 60,000 shares of common stock for services rendered from September 1, 2014 through December 31, 2014, 60,000 shares of common stock for services rendered January 1, 2015 through March 31, 2015, 60,000 shares for services rendered April 1, 2015 through June 30, 2015 and 40,000 shares for services rendered July 1, 2015 through August 31, 2015. TAG, an entity controlled by Mr. Lawyer, will receive certain payments for company use of Mr. Lawyer’s home.

Director Compensation

The following table sets forth director compensation for the year ended December 31, 2013:

Fees

Non-Equity

Nonqualified

Earned

Incentive

Deferred

Paid in

Stock

Option

Plan

Compensation

All Other

Name

Cash ($)

Awards ($)

Awards ($)

Compensation ($)

Earnings ($)

Compensation ($)

Total ($)

Michael Davis Lawyer (1)

0

0

0

0

0

0

0

Donald V. Grede (2)

0

0

0

0

0

0

0

———————

(1)	Appointed President, Chief Executive Officer, CFO and a director of Aquarius on July 3, 2014.
(2)	Appointed President as of September 1, 2014 and a director of Aquarius on July 3, 2014.

Narrative to Director Compensation Table

We do not compensate directors for their services in their capacity as directors. Directors are not paid for meetings attended. All travel and lodging expenses associated with corporate matters are reimbursed by us, if and when incurred.

Risk Assessment in Compensation Programs

Due to the size and scope of our business, and the amount of compensation, we do not have any employee compensation policies and programs to review to determine whether its policies and programs create risks that are reasonably likely to have a material adverse effect on our business.

At a later time, depending on our cash flow and profitability, we may offer employee benefits and other perquisites.

No retirement, pension, profit sharing, insurance programs, long-term incentive plans or other similar programs have been adopted by us for the benefit of our employees.

39

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information as of December 12, 2014 with respect to the holdings of: (1) each person known to us to be the beneficial owner of more than 5% of any class of our securities; (2) each of our directors, nominees for director and named executive officers; and (3) all directors and executive officers as a group. To the best of our knowledge, each of the persons named in the table below as beneficially owning the shares set forth therein has sole voting power and sole investment power with respect to such shares, unless otherwise indicated. Unless otherwise specified, the address of each of the persons set forth below is in care of us, at the address of: Aquarius Cannabis Inc., 2549 Cowley Drive, Lafayette, CO 80026.

Name of Beneficial Owner and Address 5% Security Holders	Amount and Nature of Beneficial Ownership of Common Stock		Percent of Common Stock (1)			Amount and Nature of Beneficial Ownership of Preferred Stock		Percent of Preferred Stock (2)
Ernest Rudyak		6,331,738		26.08	%		703,526		35.18	%
Daniel Hagel		1,361,664		5.61	%		151,296		7.57	%
Michael Patrick Leigh		1,361,664		5.61	%		151,296		7.57	%
The Aquarius Group, LLC		1,361,664		5.61	%		151,296		7.57	%
Directors and Executive Officers
Michael Davis Lawyer, Chief Executive Officer, Chief Financial Officer, and Director		5,923,238		24.39	%		658,138		32.91	%
Donald Grede, President and Director		3,006,216		12.38	%		302,594		15.13	%
All directors and officers as a group (2 people)		8,929,454		36.77	%		960,372		48.02	%

———————

(1)	As of December 12, 2014, we have 20,057,500 shares of Common Stock outstanding. Upon conversion, if any depending on circumstances and conditions disclosed in Note 6 on page F-37, of all of the convertible promissory notes issued by Aquarius Colorado, we will have up to 24,282,500 shares of Common Stock outstanding. The percentages are based on the 24,282,500 number.
(2)	As of December 12, 2014, we have 2,000,000 shares of Series A Preferred Stock issued and outstanding. Each share of Series A Preferred Stock has voting rights of 100 votes per share. The total aggregate number of votes for the Series A Preferred Stock is 200,000,000.

40

TRANSACTIONS WITH RELATED PERSONS, PROMOTERS AND CERTAIN CONTROL PERSONS AND DIRECTOR INDEPENDENCE

Related Party Transactions

Except as described below, during the past two fiscal years, there have been no transactions, whether directly or indirectly, between us and any of our respective officers, directors, beneficial owners of more than 5% of our outstanding Common Stock or their family members, that exceeded the lesser of $120,000 or 1% of the average of our total assets at year end for the last two completed fiscal years.

Aquarius:

On July 3, 2014, we issued 1,000 shares of our Common Stock to each of Mr. Lawyer and Mr. Grede, our executive officers and directors, for services. Each set of 1,000 shares had a fair value of $78 ($0.07777 fair value per share).

Aquarius Colorado:

Management Fees – Related Parties

Aquarius Colorado incurred management fees for services partly or wholly provided personally by Mr. Lawyer and Mr. Grede to two entities; (a) The Aspen Alliance ("TAA"), an entity controlled by Mr. Grede, and (b) TAG as follows:

	Years Ended December 31,
	2013		2014
Management fees - TAA	$	29,000	$	63,971
Management fees - TAG	$	63,600	$	98,454

Under independent contractor arrangements with Aquarius Colorado, effective December 1, 2014 and for a period of nine (9) months through August 31, 2015, Mr. Grede will receive compensation of $4,000 per month for the first four (4) months, than $7,500 for the remaining five (5) months.  In addition, he will receive 75,000 shares of commons stock for services rendered from September 1, 2014 through December 31, 2014, 112,500 shares of common stock for services rendered January 1, 2015 through March 31, 2015, 60,000shares of common stock for services rendered April 1, 2015 through June 30, 2015, and 40,000 shares of common stock for services rendered July 1, 2015 through September 30, 2015.  Mr. Lawyer will receive compensation of $12,500 per month, and will receive 57,500 shares of common stock for services rendered from September 1, 2014 through December 31, 2014, 60,000 shares of common stock for services rendered January 1, 2015 through March 31, 2015, 60,000 shares of common stock for services rendered April 1, 2015 through June 30, 2015, and 40,000 shares of common stock for services rendered from July 1, 2015 through August 31, 2015.  TAG, an entity controlled by Mr. Lawyer, will receive certain payments for company use of Mr. Lawyer’s home.

Due to Related Parties

Accounts payable and accrued interest payable owed to related parties are as follows:

	December 31,
	2013		2012
Accounts payable – Mr. Grede	$	553	$	—
Accrued interest payable – Mr. Hagel	$	—	$	527
Accrued interest payable – Mr. Rudyak	$	3,219	$	—

41

Notes Payable – Related Parties

Effective June 21, 2012, Aquarius Colorado issued a $50,000 unsecured demand promissory note to Daniel Hagel, one of its members. The promissory note bears interest at 2% per annum, to be paid annually, beginning on June 21, 2015. As further consideration for making this loan, Aquarius Colorado issued membership interests totaling 14.69% to Mr. Hagel. The promissory note was recorded in Aquarius Colorado's financial statements at its face value of $50,000. The $50,000 cash proceeds received from Mr. Hagel were allocated between the membership interests and the promissory note based on relative fair values, as determined by our Managers, as of the date of the note (June 21, 2012). The fair value of the membership interests and promissory note were determined to be $50,000 and $0, respectively. Accordingly, the $50,000 cash proceeds were allocated in their entirety to the membership interests and a corresponding $50,000 debt discount was recognized. Since the promissory note is due upon demand, the entire $50,000 debt discount was immediately amortized to interest expense as an additional cost of this borrowing.

As at December 31, 2013 and 2012, Aquarius Colorado owed $50,000 in principal under this note and accrued interest payable of $527 and $1,527, respectively.

Effective March 11, 2013, Aquarius Colorado issued a $200,000 unsecured demand promissory note to Ernest Rudyak, one of its principal members. The promissory note bears interest at 2% per annum, to be paid annually. As further consideration for making this loan, Aquarius Colorado issued membership interests totaling 33.33% to Mr. Rudyak. The promissory note was recorded in our financial statements at its face value of $200,000. The $50,000 cash proceeds received from Mr. Ryudak were allocated between the membership interests and the promissory note based on relative fair values, as determined by Aquarius Colorado's Managers, as of the date of the note (March 11, 2013). The fair value of the membership interests and promissory note were determined to be $200,000 and $0, respectively. Accordingly, the $200,000 cash proceeds were allocated in their entirety to the membership interests and a corresponding $200,000 debt discount was recognized. Since the promissory note is due upon demand, the entire $200,000 debt discount was immediately amortized to interest expense as an additional cost of this borrowing.

As at December 31, 2013, Aquarius Colorado owed $200,000 in principal under this note and accrued interest payable of $3,219.

Membership Interests – Related Parties

On June 21, 2012, Aquarius Colorado's members issued a membership interest totaling 14.29%, on a pro rata basis, to Mr. Hagel, a new principal member as partial consideration for a $50,000 loan.

On March 1, 2013, Aquarius Colorado's members issued a membership interest totaling 33.33%, on a pro rata basis, to Mr. Rudyak, a new principal member, as partial consideration for a $200,000 loan.

On March 1, 2013, Aquarius Colorado's members issued a membership interest, totaling 8.35%, on a pro rata basis, to a new member, The Aquarius Group ("TAG"), an entity controlled by Mr. Lawyer and Mr. Rudyak, in exchange for management services valued at $50,100 based on our Managers' estimate of the fair value of our total membership interests as of that date.

On August 19, 2013, Aquarius Colorado's members issued a membership interest totaling 7.69%, on a pro rata basis, to Mr. Leigh, a new member in exchange for research and development services valued at $49,985 based on our Managers' estimate of the fair value of our total membership interests as of that date.

Director Independence and Committees

Neither Mr. Lawyer nor Mr. Grede is considered independent because they are both executive officers of Aquarius. We do not currently have a separately designated audit, nominating or compensation committee.

42

DISCLOSURE OF SEC POSITION ON INDEMNIFICATION OF SECURITIES ACT LIABILITIES

Our directors and officers are indemnified as provided by the Nevada corporate law and our Bylaws. We have agreed to indemnify each of our directors and certain officers against certain liabilities, including liabilities under the Securities Act. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers and controlling persons pursuant to the provisions described above, or otherwise, we have been informed that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than our payment of expenses incurred or paid by our director, officer or controlling person in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, we will, unless in the opinion of our counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

43

INDEX TO FINANCIAL STATEMENTS

AQUARIUS CANNABIS INC.

Report of Independent Registered Public Accounting Firm	F-1
Balance Sheet as of September 30, 2014	F-3
Statement of Operations for the period from inception (July 3, 2014) through September 30, 2014	F-4
Statement of Changes in Stockholders' Deficit for the period from inception (July 3, 2014) through September 30, 2014	F-5
Statement of Cash Flows for the period from inception (July 3, 2014) through September 30, 2014	F-6
Notes to the Audited Financial Statements	F-7

AQUARIUS HOLDINGS LLC

Report of Independent Registered Public Accounting Firm	F-1
Balance Sheets as of December 31, 2013 and 2012	F-16
Statements of Operations for the twelve months ended December 31, 2013 and 2012	F-1
Statement of Changes in Members' Deficit for the twelve months ended December 31, 2013 and 2012	F-18
Statements of Cash Flows for the twelve months ended December 31, 2013 and 2012	F-19
Notes to the Audited Financial Statements	F-20
Report of Independent Registered Public Accounting Firm	F-1
Condensed Balance Sheets as of September 30, 2014 (Unaudited) and December 31, 2013	F-30
Condensed Unaudited Statements of Operations for the three and nine months ended September 30, 2014 and 2013	F-31
Condensed Unaudited Statements of Cash Flows for the three and nine months ended September 30, 2014 and 2013	F-32
Notes to the Condensed Unaudited Financial Statements	F-33

F-1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Board of Directors

Aquarius Cannabis Inc.

Lafayette, Colorado, 80026

We have audited the accompanying balance sheet of Aquarius Cannabis Inc. as of September 30, 2014, and the related statement of operations, changes in stockholders' deficit and cash flows for the for the period from inception (July 3, 2014) through September 30, 2014. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes 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.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Aquarius Cannabis Inc. as of September 30, 2014, and the related statement of operations and cash flows for the period from inception (July 3, 2014) through September 30, 2014 in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements the Company has suffered losses from operations and currently does not have sufficient available funding to fully implement its business plan. These factors raise substantial doubt about its ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Arvada, Colorado

December 12, 2014

F-2

AQUARIUS CANNABIS INC.

BALANCE SHEET

	September 30, 2014
ASSETS
Current assets:
Cash and cash equivalents	$	9
Total assets	$	9
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities:
Accounts payable	$	20
Loan from contractor		20
Due to related party		914
Total liabilities		954
Commitments and contingencies
Stockholders' deficit:
Preferred stock; par value $0.0001; authorized shares 20,000,000; no shares issued or outstanding		—
Common stock; par value $0.0001; authorized shares 200,000,000; issued and outstanding shares 41,500		4
Common stock not yet issued 384,625 shares		39
Additional paid-in capital		33,067
Less: stock subscriptions receivable		(24,321	)
Less: stock subscriptions receivable, related party		(8,634	)
Accumulated deficit		(1,100	)
Total stockholders' deficit		(945	)
Total liabilities and stockholders' deficit	$	9

See Accompanying Notes to Financial Statements

F-3

AQUARIUS CANNABIS INC.

STATEMENT OF OPERATIONS

	July 3, 2014 (Inception) through September 30, 2014
Revenue	$	—
Operating expenses:
General and administrative		1,100
Total operating expenses		1,100
Loss from operations		(1,100	)
Net loss	$	(1,100	)
Net income (loss) per common share:
Basic and diluted	$	(0.03	)
Basic and diluted weighted-average common shares outstanding:		35,611

See Accompanying Notes to Financial Statements

F-4

AQUARIUS CANNABIS INC.

STATEMENT OF CHANGES IN STOCKHOLDERS' DEFICIT

For the period from July 3, 2014 (Date of Inception) through September 30, 2014

					Additional		Stock
	Common Stock				Paid-in		Subscriptions			Accumulated			Stockholders'
	Shares		Amount		Capital		Receivable			Deficit			Deficit
Balance, July 3, 2014		—	$	—	$	—	$	—		$	—		$	—
Shares issued to founders for services		2,000		—		155		—			—			155
Shares issued under stock subscriptions		313,000		32		24,289		(24,321	)		—			—
Shares issued under stock subscriptions, related party		111,125		11		8,623		(8,634	)		—			—
Net loss for the period		—		—		—		—			(1,100	)		(1,100	)
Balance, September 30, 2014		426,125	$	43	$	33,067	$	(32,955	)	$	(1,100	)	$	(945	)

See Accompanying Notes to Financial Statements

F-5

AQUARIUS CANNABIS INC.

STATEMENTS OF CASH FLOWS

	July 3, 2014 (Inception) through September 30, 2014
Operating activities:
Net loss	$	(1,100	)
Adjustments to reconcile net loss to net cash used in operating activities:
Share-based compensation expense, related parties		155
Changes in operating assets and liabilities:
Accounts payable		20
Due to related party		914
Net cash used in operating activities		(11	)
Investing activities:
Net cash used in investing activities		—
Financing activities:
Loan from contractor		20
Net cash provided by financing activities		20
Net increase in cash		9
Cash and cash equivalents, beginning of period		—
Cash and cash equivalents, end of period	$	9
Supplemental schedule of cash flow information:
Cash paid for interest	$	—
Cash paid for income taxes	$	—

See Accompanying Notes to Financial Statements

F-6

AQUARIUS CANNABIS INC.

NOTES TO AUDITED FINANCIAL STATEMENTS

For the period from July 3, 2014 (Date of Inception) through September 30, 2014

Note 1 – Nature and Continuance of Operations

Nature of Operations

Aquarius Cannabis Inc. ("we", "our", "us" or "Aquarius") was formed on July 3, 2014, under the laws of the State of Nevada for the purpose of acquiring Aquarius Holdings LLC ("Aquarius Colorado"), a Colorado limited liability company under common control, through an exchange of our common shares for 100% of the membership interests in Aquarius Colorado and subsequently filing a Form S-1 Registration Statement with the Securities and Exchange Commission and listing our common shares on the OTC Bulletin Board ("OTC BB") interdealer quotation system. The exchange of our common shares for 100% of the membership interests in Aquarius Colorado was completed on December 1, 2014.

Aquarius Colorado's planned principal business is the development, marketing and licensing of cannabis brands and to provide a variety of ancillary services, including production processes, components and consulting services to the cannabis industry. Aquarius Colorado is currently conducting research and development activities and preliminary marking activities to develop and license proprietary production processes and new cannabis brands.

We have only recently begun operations and we rely upon borrowings and the issuance of our common shares for cash to fund our operations as we have not yet generated any revenue. Our business is subject to significant risks and uncertainties, including failure to secure additional funding necessary to complete the development of our products and services and to bring our products and services to market.

We do not grow, harvest, distribute or sell cannabis or any substances that violate United States law or the Controlled Substances Act.

Note 2 – Going Concern

Our financial statements have been prepared on a going concern basis which assumes that we will be able to meet our obligations and continue our operations during the next fiscal year. Asset realization values may be significantly different from carrying values as shown in our financial statements and do not give effect to adjustments that would be necessary to the carrying values of assets and liabilities should we be unable to continue as a going concern. During the period from July 3, 2014 (our inception) through September 30, 2014, we incurred losses and we expect to incur further losses in the development of our business, all of which casts substantial doubt about our ability to continue as a going concern.

Our ability to continue as a going concern depends on our ability to generate future profits and/or to obtain the necessary financing to meet our obligations arising from normal business operations when they come due. We anticipate that additional funding will be in the form of loans and equity financing from the sale of our common stock. We may also seek to obtain loans from our current investors. Currently, there are no arrangements in place for equity funding or new loans.

Note 3 – Summary of Significant Accounting Policies

Revisions of Previously Issued Financial Statements

In the previously issued financial statements incorporated in the Form S-1 registration statement filed on December 12, 2014, certain errors were identified in the classification of a loan from a contractor and related cash inflow of $20. The $20 was advanced to us by one of our contractors to open our bank account. In the previously issued financial statements, this balance payable was classified as an accounts payable and also this transaction was mistakenly excluded from the statement of cash flows. The balance payable should have been reflected as a loan from contractor in the balance sheet and as cash provided by financing activities in the statement of cash flows.

F-7

AQUARIUS CANNABIS INC.

NOTES TO AUDITED FINANCIAL STATEMENTS

For the period from July 3, 2014 (Date of Inception) through September 30, 2014

Note 3 – Summary of Significant Accounting Policies - continued

We assessed the materiality of these errors under the guidance in ASC 250-10 relating to SEC’s Staff Accounting Bulletin (“SAB”) No. 99,  Materiality, and concluded that the previously issued financial statements for the period from July 3, 2014 through September 30, 2014 were not materially misstated. We also evaluated the impact of correcting the error through an adjustment to our financial statements and concluded, based on the guidance within ASC 250-10 relating to SAB No. 108,  Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements, that we should revise our previously issued financial statements to reflect the impact of the correction of these errors. Accordingly, the balance sheet as at September 30, 2014 and the statement of cash flows for the period from July 3, 2014 through September 30, 2014 presented in the accompanying financial statements has been corrected.

The effect of the revisions on the line items within the balance sheet and statement of cash flows are as follows:

	As Reported		Adjustments			As Revised
Balance Sheet
Accounts payable	$	40	$	(20	)	$	20
Loan from contractor	$	—	$	20		$	20
Statement of Cash Flows
Financing Activities:
Loan from contractor	$	—	$	20		$	20

The revision had no impact on our statement of operations or statement of changes in stockholders’ deficit.

Basis of Presentation

Our financial statements are stated in United States dollars and have been prepared in accordance with accounting principles generally accepted in the United States ("U.S. GAAP").

Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires us to make estimates, assumptions and judgments that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of expenses during the period presented.

We make our estimate of the ultimate outcome for these items based on historical trends and other information available when the financial statements are prepared. Changes in estimates are recognized in accordance with the accounting rules for the estimate, which is typically in the period when new information becomes available. We believe that our significant estimates, assumptions and judgments are reasonable, based upon information available at the time they were made. Actual results could differ from these estimates, making it possible that a change in these estimates could occur in the near term.

Development Stage Company

We are a development stage company as defined under the then current Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") 915, "Development-Stage Entities". Additional disclosures required as a development stage company are that our financial statements be identified as those of a development stage company, and that the statements of operations, changes in members' deficit and cash flows disclosed activity since the date of our Inception (October 11, 2011). Effective June 10, 2014, the FASB changed its regulations with respect to development stage entities and these additional disclosures are no longer required for annual reporting periods beginning after December 15, 2015, with the option for entities to early adopt these new provisions. We have elected to early adopt these provisions and consequently these additional disclosures are not included in our financial statements.

F-8

AQUARIUS CANNABIS INC.

NOTES TO AUDITED FINANCIAL STATEMENTS

For the period from July 3, 2014 (Date of Inception) through September 30, 2014

Note 3 – Summary of Significant Accounting Policies - continued

Fair Value of Financial Instruments

We value our financial assets and liabilities using fair value measurements. Fair value is based on the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The carrying amount of cash and cash equivalents, accounts payable and amounts due to related parties approximates fair value because of the short-term nature of these financial instruments.

Assets and Liabilities Measured at Fair Value

We record our financial assets and liabilities at fair value based upon a fair value hierarchy established by U.S. GAAP, which prioritizes the inputs used to measure fair value into the following levels:

Level 1 -	Quoted market prices in active markets for identical assets or liabilities at the measurement date.
Level 2 -	Quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, or other inputs that are observable and can be corroborated by observable market data.
Level 3 -	Inputs reflect management's best estimates and assumptions of what market participants would use in pricing the asset or liability at the measurement date. The inputs are unobservable in the market and significant to the valuation of the instruments.

A financial instrument's categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement.

Concentrations of Credit Risk

Our financial instruments which potentially subject us to credit risk are our cash and cash equivalents. We maintain our cash and cash equivalents at reputable financial institutions and currently, we are not exposed to significant credit risk.

Cash and Cash Equivalents

We consider all amounts on deposit with financial institutions and highly liquid investments with an original maturity of three months or less to be cash equivalents.

Impairment of Long-Lived Assets

When applicable, we continually monitor events and changes in circumstances that could indicate carrying amounts of long-lived assets may not be recoverable. When such events or changes in circumstances are present, we assess the recoverability of long-lived assets by determining whether the carrying value of such assets will be recovered through undiscounted expected future cash flows. If the total of the future cash flows is less than the carrying amount of those assets, we recognize an impairment loss based on the excess of the carrying amount over the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or the fair value less costs to sell.

F-9

AQUARIUS CANNABIS INC.

NOTES TO AUDITED FINANCIAL STATEMENTS

For the period from July 3, 2014 (Date of Inception) through September 30, 2014

Note 3 – Summary of Significant Accounting Policies - continued

Revenue Recognition

We will recognize revenue in accordance with ASC 605, "Revenue Recognition" which requires that four basic criteria must be met before revenue can be recognized: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred; (3) the selling price is fixed and determinable; and (4) collectability is reasonably assured. Determination of criteria (3) and (4) are based on management's judgments regarding the fixed nature of the selling prices of the products and services delivered and the collectability of those amounts. Provisions for discounts and rebates to customers, estimated returns and allowances, and other adjustments will be provided for in the same period the related sales are recorded. We will defer any revenue for which the product or service has not been delivered or is subject to refund until such time that we and the customer jointly determine that the product or service has been delivered or no refund will be required.

Advertising Expense

Advertising is expensed as incurred. We did not incur advertising expense during the period July 3, 2014 (date of inception) through September 30, 2014.

Research and Development Expense

Research and development ("R&D") costs are charged to expense as incurred. Our R&D costs include, but are not limited to, consulting service fees and materials and supplies used in the development of our proprietary brands and processes. We did not incur R&D expense during the period July 3, 2014 (date of inception) through September 30, 2014.

Share-based Compensation

We periodically issue common shares to non-employees in non-capital raising transactions for services. We account for common shares issued to non-employees in accordance with ASC 505, "Equity", whereas the value of the equity-based compensation is based upon the measurement date as determined at either (a) the date at which a performance commitment is reached, or (b) at the date at which the necessary performance to earn the equity instruments is complete. Common shares issued to non-employees are valued at their respective measurement dates based on the fair value of whichever is more reliably determinable: (a) the services received; or (b) the common shares issued.

Income Taxes

Income taxes are recorded using the asset and liability method. Under the asset and liability method, tax assets and liabilities are recognized for the tax consequences attributable to differences between financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Future tax assets and liabilities are measured using the enacted tax rates expected to apply when the asset is realized or the liability settled. The effect on future tax assets and liabilities of a change in tax rates is recognized in income in the period that enactment occurs. To the extent that we do not consider it more likely than not that a future tax asset will be recovered, we will provide a valuation allowance against the excess.

F-10

AQUARIUS CANNABIS INC.

NOTES TO AUDITED FINANCIAL STATEMENTS

For the period from July 3, 2014 (Date of Inception) through September 30, 2014

Note 3 – Summary of Significant Accounting Policies - continued

We follow the provisions of ASC 740, "Income Taxes". As a result of ASC 740, we make a comprehensive review of our portfolio of tax positions in accordance with recognition standards established by ASC 740. When tax returns are filed, it is highly certain that some positions taken would be sustained upon examination by the taxing authorities, while others are subject to uncertainty about the merits of the position taken or the amount of the position that would be ultimately sustained. The benefit of a tax position is recognized in the financial statements in the period during which, based on all available evidence, we believe it is more likely than not that the position will be sustained upon examination, including the resolution of appeals or litigation processes, if any. Tax positions taken are not offset or aggregated with other positions. Tax positions that meet the more-likely-than-not recognition threshold are measured as the largest amount of tax benefit that is more than 50 percent likely of being realized upon settlement with the applicable taxing authority. The portion of the benefits associated with tax positions taken that exceeds the amount measured as described above is reflected as a liability for unrecognized tax benefits in the accompanying balance sheets along with any associated interest and penalties that would be payable to the taxing authorities upon examination.

Interest associated with unrecognized tax benefits are classified as interest expense and penalties are classified in selling, general and administrative expenses in the statements of income.

Net Income (Loss) Per Share

 We compute net income (loss) per share in accordance with ASC 260, "Earnings per Share." Under the provisions of ASC 260, basic net income (loss) per share includes no dilution and is computed by dividing the net income (loss) available to common stockholders for the period by the weighted average number of shares of common stock outstanding during the period. Diluted income (loss) per share takes into consideration shares of common stock outstanding (computed under basic net income (loss) per share) and potentially dilutive securities that are not anti-dilutive.

Related Party Transactions

A related party is generally defined as (i) any person that holds 10% or more of our common shares including such person's immediate families, (ii) our management, (iii) someone that directly or indirectly controls, is controlled by or is under common control with Aquarius, or (iv) anyone who can significantly influence the financial and operating decisions of Aquarius. A transaction is considered to be a related party transaction when there is a transfer of resources or obligations between related parties.

New Accounting Standards

From time to time, the FASB or other standards setting bodies issue new accounting pronouncements. Updates to the FASB ASCs are communicated through issuance of an Accounting Standards Update ("ASU"). Unless otherwise discussed, we believe that the impact of recently issued guidance, whether adopted or to be adopted in the future, is not expected to have a material impact on our financial statements upon adoption.

F-11

AQUARIUS CANNABIS INC.

NOTES TO AUDITED FINANCIAL STATEMENTS

For the period from July 3, 2014 (Date of Inception) through September 30, 2014

Note 4 – Commitments and Contingencies

Contractual Obligations and Commercial Commitments

Aquarius Colorado has independent contractor agreements which expire at various times through November 2015. Such agreements, which have been revised from time to time, provide for minimum salary levels, share-based compensation and commissions as well as for incentive bonuses that are payable if specified management goals are attained. The Aquarius Colorado share-based compensation is payable in our common shares. The aggregate commitment for future share-based compensation payable in our common shares at September 30, 2014, excluding bonuses and commissions was approximately 998,500 shares. Aquarius Colorado's commission agreements include a commitment to pay one of our independent contractors a 60% commission, payable in our common shares, on all California portfolio brand revenue generated during the first year of California sales.

Legal Proceedings

We were not subject to any legal proceedings during the period July 3, 2014 (date of inception) through September 30, 2014, and, to the best of our knowledge, no legal proceedings are pending or threatened.

Note 5 – Stockholders' Deficit

Preferred Stock

We are authorized to issue 20,000,000 share of preferred stock with a par value of $0.0001 per share.

No shares of preferred stock were issued or outstanding during the period from July 3, 2014 (date of inception) to September 30, 2014.

Common Stock

We are authorized to issue 200,000,000 share of preferred stock with a par value of $0.0001 per share.

Each share of common stock shall have one (1) vote per share for all purposes. Our common stock does not provide preemptive, subscription or conversion rights and there are no redemption or sinking fund provisions or rights. Our common stockholders are not entitled to cumulative voting for election of our Board.

Common Stock Issued and Outstanding

On July 3, 2014, we issued 1,000 common shares each, valued by our directors at $0.0777 per share, to our two founders in exchange for services rendered.

During the period July 3, 2014 through August 25, 2014, we issued 39,500 common shares, valued by our directors at $0.0777 per share, to Aquarius Colorado contractors in exchange for a stock subscription receivable from Aquarius Colorado in the amount of $3,069. This amount is included in stock subscriptions receivable, related party on our balance sheet.

As at September 30, 2014, there were a total of 41,500 shares of common stock issued and outstanding.

F-12

AQUARIUS CANNABIS INC.

NOTES TO AUDITED FINANCIAL STATEMENTS

For the period from July 3, 2014 (Date of Inception) through September 30, 2014

Note 5 – Stockholders' Deficit- continued

Common Stock Not Yet Issued

During the period August 25, 2014 through September 30, 2014, we sold 46,625 common shares valued by our directors at $0.0777 per share, to Aquarius Colorado in exchange for stock subscription receivables from Aquarius Colorado in the amount of $3,623. This amount is included in stock subscriptions receivable, related party on our balance sheet. The 46,625 common shares are included in common stock not yet issued on our balance sheet. These common shares have not yet been issued.

During the period August 25, 2014 through September 30, 2014, we also sold 25,000 common shares valued by our directors at $0.0777 per share, to Aquarius Colorado in exchange for stock subscriptions receivable from Aquarius Colorado in the amount of $1,942. This amount is included in stock subscriptions receivable, related party on our balance sheet. The 25,000 common shares are included in common stock not yet issued on our balance sheet. These common shares have not yet been issued.

During the period September 12, 2014 through September 30, 2014, we sold 313,000 common shares at $0.0777 per share, to nine investors in exchange for stock subscription receivables in the amount of $24,321. This amount is included in stock subscriptions receivable on our balance sheet. The 313,000 common shares are included in common stock not yet issued on our balance sheet. These shares were issued on November 3, 2014 in exchange for $24,321 cash.

As at September 30, 2014, there were a total of 384,625 shares of common stock not yet issued.

Note 6 - Related Party Transactions

Michael Davis Lawyer, our CEO and a director, and Donald V. Grede, our Vice President and a director, founded Aquarius on July 3, 2014. Mr. Davis and Mr. Lawyer received 1,000 common shares each, valued by our directors at $0.0777 per share, for services rendered during our formation.

Aquarius Colorado

Mr. Lawyer and Mr. Grede are the Managers and executive officers of Aquarius Colorado. Together, Mr. Lawyer and Mr. Grede own a 48% membership interest in Aquarius Colorado and provide management services to Aquarius Colorado under contractual agreements expiring in 2015. Under these agreements, Mr. Lawyer and Mr. Grede each earn 12,500 Aquarius common shares per month beginning September 2014 for a period of twelve months. The total 25,000 common shares earned by Mr. Lawyer and Mr. Grede during September 2014 were purchased by Aquarius Colorado for $0.0777 per share, or $1,942 under stock subscription agreements and this amount is included in stock subscriptions receivable on our balance sheet.

Due to Related Parties

At September 30, 2014, $914 of accounts payable owed to Aquarius Colorado are included in due to related party on our balance sheet.

Note 7 – Share-based Compensation

Share-based Compensation Expense

During the period July 3, 2014 (date of inception) through September 30, 2014, we recognized $155 of share-based compensation expense to related parties and this amount is included in general and administrative expense in our statement of operations.

F-13

AQUARIUS CANNABIS INC.

NOTES TO AUDITED FINANCIAL STATEMENTS

For the period from July 3, 2014 (Date of Inception) through September 30, 2014

Note 8 - Subsequent Events

On October 6, 2014, we issued 16,000 common shares, valued by our directors at $0.0777 per share, to an Aquarius Colorado contractor in exchange for a stock subscription receivable from Aquarius Colorado in the amount of $1,243.

During the period October 1, 2014 through October 31, 2014, we sold 1,687,000 common shares at $0.0777 per share, to 45 investors in exchange for stock subscription receivables in the amount of $131,080. These shares were issued on November 3, 2014 in exchange for $131,079 cash.

During the period October 1, 2014 through November 30, 2014, we sold 229,100 common shares valued by our directors at $0.0777 per share, to Aquarius Colorado in exchange for a stock subscription receivable from Aquarius Colorado in the amount of $17,801. This amount included a total of 50,000 common shares valued at $3,885 to Mr. Lawyer and Mr. Grede. These common shares have not been issued.

On November 20, 2014, our shareholders approved an amendment to our articles of incorporation to allow our board of directors to create new series of preferred stock from our authorized preferred shares and to designate the preferences, voting powers, conversion rights and other terms and conditions applicable to each series of preferred stock so created.

On December 1, 2014, our board of directors designated 2,000,000 shares of our authorized but unissued $0.0001 par value, preferred stock to be Series A Preferred Stock with 100 votes per share and to exchange these Series A Preferred shares and 18,000,000 common shares, valued by our directors at $0.0777 per share, for all of the membership interests in Aquarius Colorado held by the 12 members. On December 1, 2014, we completed the exchange transaction with the members of Aquarius Colorado and Aquarius Colorado became a wholly owned subsidiary as of this date.

As at December 1 2014, our issued and outstanding common shares totaled 20,057,500 as follows:

	Shares
Issued and outstanding as of September 30, 2014		41,500
Common shares issued on October 6, 2014		16,000
Common shares issued on November 3, 2014 – private placement offering		2,000,000
Common shares issued on December 1, 2014 – Exchange Agreement		18,000,000
Issued and outstanding as of December 1, 2014		20,057,500

As at December 1 2014, our common shares not yet issued totaled 300,725 as follows:

	Shares
Common shares not yet issued as of September 30, 2014		384,625
Common shares subscribed for during October 2014 - private placement offering		1,687,000
Common shares subscribed for during October and November 2014 by Aquarius Colorado		229,100
Less: common shares issued on November 3, 2014 – private placement offering		(2,000,000	)
Common shares not yet issued as of December 1, 2014		300,725

No additional common shares were subscribed for or issued during the period from December 1, 2014 to the date of this report.

We have evaluated all events that occurred after the balance sheet date through the date when our financial statements were issued on December 12, 2014, to determine if they must be reported. Our management has determined that other than as disclosed above, there were no reportable subsequent events to be disclosed.

F-14

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Board of Directors

Aquarius Holdings LLC

Lafayette, Colorado, 80026

We have audited the accompanying balance sheets of Aquarius Holdings LLC as of December 31, 2013 and 2012 the related statement of operations, changes in members' deficit and cash flows for the years then ended. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate 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 audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Aquarius Holdings LLC as of December 31, 2013 and 2012, 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.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements the Company has suffered losses from operations since Inception (October 20, 2011) and currently does not have sufficient available funding to fully implement its business plan. These factors raise substantial doubt about its ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Arvada, Colorado
July 18, 2014	Cutler & Co., LLC

F-15

AQUARIUS HOLDINGS LLC

BALANCE SHEETS

	December 31,
	2013			2012
ASSETS
Current assets:
Cash and cash equivalents	$	138,542		$	38,060
Prepaid expenses		—			647
Total current assets		138,542			38,707
Total assets	$	138,542		$	38,707
LIABILITIES AND MEMBERS' DEFICIT
Current liabilities:
Accounts payable	$	5,418		$	—
Due to related parties		3,772			527
Notes payable		50,000			—
Notes payable – related parties		200,000			50,000
Total current liabilities		259,190			50,527
Total liabilities		259,190			50,527
Commitments and contingencies
Members' deficit:
Contributed capital		350,085			50,000
Accumulated deficit		(470,733	)		(61,820	)
Total members' deficit		(120,648	)		(11,820	)
Total liabilities and members' deficit	$	138,542		$	38,707

See Accompanying Notes to Financial Statements

F-16

AQUARIUS HOLDINGS LLC

STATEMENTS OF OPERATIONS

	Years Ended December 31,
	2013			2012
Revenues	$	—		$	—
Operating expenses:
Sales and marketing		13,892			—
Research and development		77,073			—
General and administrative		113,749			10,516
Total operating expenses		204,714			10,516
Operating loss		(204,714	)		(10,516	)
Other income (expense):
Interest income		20			—
Interest expense		(1,000	)		—
Interest expense – related parties		(3,219	)		(527	)
Amortization of debt discount – related parties		(200,000	)		(50,000	)
Total other income (expense)		(204,199	)		(50,527	)
Net loss	$	(408,913	)	$	(61,043	)

See Accompanying Notes to Financial Statements

F-17

AQUARIUS HOLDINGS LLC

STATEMENT OF CHANGES IN MEMBERS' DEFICIT

	Contributed Capital		Accumulated Deficit			Total Members' Deficit
Balance, December 31, 2011	$	—	$	(777	)	$	(777	)
Issuance of 14.29% membership interest in conjunction with notes payable for cash		50,000		—			50,000
Net loss for the year		—		(61,043	)		(61,043	)
Balance, December 31, 2012	$	50,000	$	(61,820	)	$	(11,820	)
Issuance of 33.33% membership interest in conjunction with notes payable for cash		200,000		—			200,000
Issuance of 8.35% membership interest for services		50,100		—			50,100
Issuance of 7.69% membership interest for services		49,985		—			49,985
Net loss for the year		—		(408,913	)		(408,913	)
Balance, December 31, 2013	$	350,085	$	(470,733	)	$	(120,648	)

See Accompanying Notes to Financial Statements

F-18

AQUARIUS HOLDINGS LLC

STATEMENTS OF CASH FLOWS

	Years Ended December 31,
	2013			2012
Operating activities:
Net loss	$	(408,913	)	$	(61,043	)
Adjustments to reconcile net loss to net cash used in operating activities:
Amortization of debt discount – related parties		200,000			50,000
Equity-based compensation expense		100,085			—
Changes in operating assets and liabilities:
Prepaid expenses		647			(647	)
Accounts payable		5,418			(777	)
Due to related parties		3,245			527
Net cash used in operating activities		(99,518	)		(11,940	)
Investing activities:
Net cash provided by investing activities		—			—
Financing activities:
Proceeds from contributed capital and issuance of notes payable – related party		200,000			50,000
Net cash provided by financing activities		200,000			50,000
Net increase in cash		100,482			38,060
Cash and cash equivalents, beginning of period		38,060			—
Cash and cash equivalents, end of period	$	138,542		$	38,060
Supplemental schedule of cash flow information:
Cash paid for interest	$	—		$	—
Supplemental disclosure of non-cash financing activities:
Membership interests issued for services	$	100,085		$	—

See Accompanying Notes to Financial Statements

F-19

AQUARIUS HOLDINGS LLC

NOTES TO AUDITED FINANCIAL STATEMENTS

FOR THE TWELVE MONTHS ENDED

DECEMBER 31, 2013 AND 2012

Note 1 – Nature and Continuance of Operations

Nature of Operations

Aquarius Holdings LLC ("we", "our", "us" or "Aquarius") is a limited liability company organized on October 20, 2011 ("Inception"), under the laws of the State of Colorado. We are governed by an operating agreement dated October 20, 2011 (as amended and restated on March 1, 2013, April 1, 2014 and June 4, 2014), the "LLC Agreement". Our planned principal business is the development, marketing and licensing of cannabis brands and to provide a variety of ancillary services, including production processes, components and consulting services to the cannabis industry. We are currently conducting research and development activities and preliminary marking activities to develop and license proprietary production processes and new cannabis brands.

We have only recently begun operations and we rely upon borrowings and the issuance of our membership interests for cash to fund our operations as we have not yet generated any revenue. Our business is subject to significant risks and uncertainties, including failure to secure additional funding necessary to complete the development of our products and services to bring our products and services to market.

Our founding members are Michael Davis Lawyer and Donald V. Grede whose initial membership interests were 66.67% and 33.33%, respectively. Mr. Lawyer, our chief executive officer, and Mr. Grede, our president and secretary, serve as the Managers of Aquarius and have exclusive authority to manage our business in accordance with the LLC Agreement.

We do not grow, harvest, distribute or sell cannabis or any substances that violate United States law or the Controlled Substances Act, nor do we intend to do so in the future.

Note 2 – Going Concern

Our financial statements have been prepared on a going concern basis which assumes that we will be able to meet our obligations and continue our operations during the next fiscal year. Asset realization values may be significantly different from carrying values as shown in our financial statements and do not give effect to adjustments that would be necessary to the carrying values of assets and liabilities should we be unable to continue as a going concern. At December 31, 2013, we had not yet generated any revenues or achieved profitable operations and we have accumulated losses of $470,733 since our Inception. We expect to incur further losses in the development of our business, all of which casts substantial doubt about our ability to continue as a going concern.

Our ability to continue as a going concern depends on our ability to generate future profits and/or to obtain the necessary financing to meet our obligations arising from normal business operations when they come due. We anticipate that additional funding will be in the form of loans and equity financing from the sale of our membership interests. We may also seek to obtain loans from our current members. There are no current arrangements in place for equity funding or new loans.

Note 3 – Summary of Significant Accounting Policies

Basis of Presentation

Our financial statements are stated in United States dollars and have been prepared in accordance with accounting principles generally accepted in the United States ("U.S. GAAP").

Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires us to make estimates, assumptions and judgments that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of expenses during the period presented.

F-20

AQUARIUS HOLDINGS LLC

NOTES TO AUDITED FINANCIAL STATEMENTS

FOR THE TWELVE MONTHS ENDED

DECEMBER 31, 2013 AND 2012

Note 3 – Summary of Significant Accounting Policies - Continued

We make our estimate of the ultimate outcome for these items based on historical trends and other information available when the financial statements are prepared. Changes in estimates are recognized in accordance with the accounting rules for the estimate, which is typically in the period when new information becomes available. We believe that our significant estimates, assumptions and judgments are reasonable, based upon information available at the time they were made. Actual results could differ from these estimates, making it possible that a change in these estimates could occur in the near term.

Development Stage Company

We are a development stage company as defined under the then current Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") 915, "Development-Stage Entities". Additional disclosures required as a development stage company are that our financial statements be identified as those of a development stage company, and that the statements of operations, changes in members' deficit and cash flows disclosed activity since the date of our Inception (October 11, 2011). Effective June 10, 2014, the FASB changed its regulations with respect to development stage entities and these additional disclosures are no longer required for annual reporting periods beginning after December 15, 2015, with the option for entities to early adopt these new provisions. We have elected to early adopt these provisions and consequently these additional disclosures are not included in our financial statements.

Fair Value of Financial Instruments

We have adopted the guidance of ASC 820, "Fair Value Measurement" which clarifies the definition of fair value, prescribes methods for measuring fair value, and establishes a fair value hierarchy to classify the inputs used in measuring fair value as follows:

Level 1-Inputs are unadjusted quoted prices in active markets for identical assets or liabilities available at the measurement date.

Level 2-Inputs are unadjusted quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, inputs other than quoted prices that are observable, and inputs derived from or corroborated by observable market data.

Level 3-Inputs are unobservable inputs which reflect the reporting entity's own assumptions on what assumptions the market participants would use in pricing the asset or liability based on the best available information.

ASC 825, "Financial Instruments", allows entities to voluntarily choose to measure certain financial assets and liabilities at fair value (fair value option). The fair value option may be elected on an instrument-by-instrument basis and is irrevocable, unless a new election date occurs. If the fair value option is elected for an instrument, unrealized gains and losses for that instrument should be reported in earnings at each subsequent reporting date. We have not elected to apply the fair value option to any outstanding instruments.

Our financial instruments primarily consist of cash and cash equivalents, prepaid expenses accounts payable, amounts due to related parties, notes payable and notes payable to related parties. Fair value is based on the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The carrying amount of cash and cash equivalents, prepaid expenses, accounts payable, amounts due to related parties, notes payable and notes payable to related parties approximates fair value because of the short-term nature of these financial instruments.

F-21

AQUARIUS HOLDINGS LLC

NOTES TO AUDITED FINANCIAL STATEMENTS

FOR THE TWELVE MONTHS ENDED

DECEMBER 31, 2013 AND 2012

Note 3 – Summary of Significant Accounting Policies - Continued

Concentrations of Credit Risk

Our financial instruments which potentially subject us to credit risk are our cash and cash equivalents. We maintain our cash and cash equivalents at a reputable financial institution and currently, we are not exposed to significant credit risk.

Cash and Cash Equivalents

We consider all amounts on deposit with financial institutions and highly liquid investments with an original maturity of three months or less to be cash equivalents.

Impairment of Long-Lived Assets

When applicable, we continually monitor events and changes in circumstances that could indicate carrying amounts of long-lived assets may not be recoverable. When such events or changes in circumstances are present, we assess the recoverability of long-lived assets by determining whether the carrying value of such assets will be recovered through undiscounted expected future cash flows. If the total of the future cash flows is less than the carrying amount of those assets, we recognize an impairment loss based on the excess of the carrying amount over the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or the fair value less costs to sell.

Revenue Recognition

We will recognize revenue in accordance with ASC 605, "Revenue Recognition" which requires that four basic criteria must be met before revenue can be recognized: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred; (3) the selling price is fixed and determinable; and (4) collectability is reasonably assured. Determination of criteria (3) and (4) are based on management's judgments regarding the fixed nature of the selling prices of the products and services delivered and the collectability of those amounts. Provisions for discounts and rebates to customers, estimated returns and allowances, and other adjustments are provided for in the same period the related sales are recorded. We will defer any revenue for which the product or service has not been delivered or is subject to refund until such time that we and the customer jointly determine that the product or service has been delivered or no refund will be required.

Advertising Expense

Advertising is expensed as. We did not incur advertising expense during the twelve months ended December 31, 2013 and 2012.

Research and Development Expense

Research and development ("R&D") costs are charged to expense as incurred. Our R&D costs include, but are not limited to, consulting service fees and materials and supplies used in the development of our proprietary brands and processes.

Equity-based Compensation

We periodically issue membership interests to non-employees in non-capital raising transactions for services. We account for membership interests issued to non-employees in accordance with ASC Topic 505, "Equity", whereas the value of the equity-based compensation is based upon the measurement date as determined at either (a) the date at which a performance commitment is reached, or (b) at the date at which the necessary performance to earn the equity instruments is complete. Membership interests issued to non-employees are valued at their respective measurement dates based on the fair value of whichever is more reliably determinable: (a) the services received; or (b) the membership interest issued.

F-22

AQUARIUS HOLDINGS LLC

NOTES TO AUDITED FINANCIAL STATEMENTS

FOR THE TWELVE MONTHS ENDED

DECEMBER 31, 2013 AND 2012

Note 3 – Summary of Significant Accounting Policies - Continued

Income Taxes

We are a limited liability company treated as a partnership for federal and state income tax purposes and all our income tax liabilities and/or benefits are passed through to our members. As such, we have not recognized federal or state income taxes in the accompanying financial statements. Any uncertain tax position taken by our members does not result in an uncertain tax position of Aquarius.

In accordance with the LLC Agreement, to the extent possible without impairing our ability to continue to conduct our business and activities, and in order to permit our members to pay taxes on the taxable income of Aquarius, we are required to make distributions to our members in amounts equal to the estimated tax liability of the members computed as if the members paid income tax at the highest marginal federal and state rate applicable to an individual resident of Colorado, in the event that taxable income is generated for the members. There was no taxable income and therefore no distributions in 2013 or 2012.

Related Party Transactions

A related party is generally defined as (i) any person that holds 10% or more of our membership interests including such person's immediate families, (ii) our management, (iii) someone that directly or indirectly controls, is controlled by or is under common control with Aquarius, or (iv) anyone who can significantly influence the financial and operating decisions of Aquarius. A transaction is considered to be a related party transaction when there is a transfer of resources or obligations between related parties.

Recent Accounting Pronouncements

Accounting standards that have been issued or proposed by FASB that do not require adoption until a future date are not expected to have a material impact on these financial statements upon adoption other than in respect of the early adoption of the new regulations relating to Development Stage Entities as discussed above.

Note 4 – Debt

At December 31, 2013 and December 31, 2012, our debt was all short-term and consisted of the following:

	December 31,
	2013		2012
Notes payable	$	50,000	$	—
Notes payable – related parties		200,000		50,000
Total debt	$	250,000	$	50,000

F-23

AQUARIUS HOLDINGS LLC

NOTES TO AUDITED FINANCIAL STATEMENTS

FOR THE TWELVE MONTHS ENDED

DECEMBER 31, 2013 AND 2012

Note 4 – Debt - Continued

Notes Payable

Effective June 21, 2012, we issued a $50,000 unsecured demand promissory note to Daniel Hagel, one of our members. The promissory note bears interest at 2% per annum, to be paid annually, beginning on June 21, 2015. As further consideration for making this loan, we issued membership interests totaling 14.69% to Mr. Hagel. The promissory note was recorded in our financial statements at its face value of $50,000. The $50,000 cash proceeds received from Mr. Hagel were allocated between the membership interests and the promissory note based on relative fair values, as determined by our Managers, as of the date of the note (June 21, 2012). The fair value of the membership interests and promissory note were determined to be $50,000 and $0, respectively. Accordingly, the $50,000 cash proceeds were allocated in their entirety to the membership interests and a corresponding $50,000 debt discount was recognized. Since the promissory note is due upon demand, the entire $50,000 debt discount was immediately amortized to interest expense as an additional cost of this borrowing.

On March 1, 2013, Mr. Hagel issued 5.96% of his 14.29% membership interests to new members and consequently, as a member holding less than 10% membership interest, Mr. Hagel was no longer considered to be a related party for financial reporting purposes. Accordingly, the $50,000 note payable was reclassified from notes payable - related parties to notes payable as of that date.

As at December 31, 2013 and 2012, we owed $50,000 in principal under this note and accrued interest payable of $1,527 included in accounts payable and $527 included in due to related parties, respectively.

Notes Payable – Related Parties:

Effective March 11, 2013, we issued a $200,000 unsecured demand promissory note to Ernest Rudyak, one of our principal members. The promissory note bears interest at 2% per annum, to be paid annually. As further consideration for making this loan, we issued membership interests totaling 33.33% to Mr. Rudyak. The promissory note was recorded in our financial statements at its face value of $200,000. The $50,000 cash proceeds received from Mr. Ryudak were allocated between the membership interests and the promissory note based on relative fair values, as determined by our Managers, as of the date of the note (March 11, 2013). The fair value of the membership interests and promissory note were determined to be $200,000 and $0, respectively. Accordingly, the $200,000 cash proceeds were allocated in their entirety to the membership interests and a corresponding $200,000 debt discount was recognized. Since the promissory note is due upon demand, the entire $200,000 debt discount was immediately amortized to interest expense as an additional cost of this borrowing. As at December 31, 2013, we owed $200,000 in principal under this note and accrued interest payable of $3,219.

Interest Expense

During the twelve months ended December 31, 2013 and 2012, we incurred total interest expense on the above notes payable of $4,219 and $527, respectively.

Amortization of Debt Discount - Related Parties

During the twelve months ended December 31, 2013 and 2012, we incurred amortization of debt discount expense on the above notes payable of $200,000 and $50,000, respectively.

F-24

AQUARIUS HOLDINGS LLC

NOTES TO AUDITED FINANCIAL STATEMENTS

FOR THE TWELVE MONTHS ENDED

DECEMBER 31, 2013 AND 2012

Note 5 – Commitments and Contingencies

Contractual Obligations and Commercial Commitments

We had not entered into any contractual obligations or commercial commitments as at December 31, 2013 (2012 - $0).

Legal Proceedings

We were not subject to any legal proceedings during the twelve months ended December 31, 2013 or 2012 and, to the best of our knowledge, no legal proceedings are pending or threatened.

Note 6 – Members' Deficit

On June 21, 2012, our members issued a membership interest totaling 14.29%, on a pro rata basis, to Mr. Hagel, a new principal member as partial consideration for a $50,000 loan. The cash proceeds from the loan were allocated to contributed capital and debt based on relative fair values, as determined by our Managers, as of that date. The fair value of the loan was determined to be $0, the $50,000 cash proceeds were allocated to contributed capital and a $50,000 debt discount was recognized.

On March 1, 2013, our members issued a membership interest totaling 33.33%, on a pro rata basis, to Mr. Rudyak, a new principal member, as partial consideration for a $200,000 loan. On March 11, 2013, the cash proceeds from the loan were received and allocated to contributed capital and debt based on relative fair values, as determined by our Managers, as of that date. The fair value of the loan was determined to be $0, the $200,000 cash proceeds were allocated to contributed capital and a $200,000 debt discount was recognized.

On March 1, 2013, our members issued a membership interest, totaling 8.35%, on a pro rata basis, to a new member, The Aquarius Group ("TAG"), an entity controlled by Mr. Lawyer, in exchange for management services valued at $50,100 based on our Managers' estimate of the fair value of our total membership interests as of that date.

On August 19, 2013, our members issued a membership interest totaling 7.69%, on a pro rata basis, to a new member in exchange for research and development services valued at $49,985 based on our Managers' estimate of the fair value of our total membership interests as of that date.

Note 7 - Related Party Transactions

Management Fees – Related Parties

In addition to the related party transactions described in Notes 4 and 6 above; we incurred management fees, included in general and administrative expense, to two entities; (a) The Aspen Alliance ("TAA"), an entity controlled by Mr. Grede, and (b) TAG as follows:

	Years Ended December 31,
	2013		2012
Management fees - TAA	$	29,000	$	6,200
Management fees - TAG		63,600		—
	$	92,600	$	6,200

F-25

AQUARIUS HOLDINGS LLC

NOTES TO AUDITED FINANCIAL STATEMENTS

FOR THE TWELVE MONTHS ENDED

DECEMBER 31, 2013 AND 2012

Note 7 - Related Party Transactions - Continued

Due to Related Parties

Accounts payable and accrued interest payable owed to related parties are included in due to related parties in our balance sheets as follows:

	December 31,
	2013		2012
Accounts payable – Mr. Grede	$	553	$	—
Accrued interest payable – Mr. Hagel		—		527
Accrued interest payable – Mr. Rudyak		3,219		—
	$	3,772	$	527

Notes Payable – Related Parties

Notes payable to related parties are as follows:

	December 31,
	2013		2012
Note payable – Mr. Hagel	$	—	$	50,000
Note payable – Mr. Rudyak		200,000		—
	$	200,000	$	50,000

During the year ended December 31, 2013, we borrowed and repaid notes payable from/ to related parties as follows:

	Year Ended December 31,  2013
	Borrowings		Repayments
Notes payable – Mr. Rudyak	$	200,000	$	—

Notes Payable – Related Parties - Continued

During the year ended December 31, 2012, we borrowed and repaid notes payable from/ to related parties as follows:

	Year Ended December 31, 2012
	Borrowings		Repayments
Note payable – Mr. Hagel	$	50,000	$	—

F-26

AQUARIUS HOLDINGS LLC

NOTES TO AUDITED FINANCIAL STATEMENTS

FOR THE TWELVE MONTHS ENDED

DECEMBER 31, 2013 AND 2012

Note 7 - Related Party Transactions – Continued

Interest Expense and Interest Payments – Related Parties

During 2013 and 2012, we incurred interest expense to related parties in the following amounts:

	Years Ended December 31,
	2013		2012
Interest expense – Mr. Hagel	$	—	$	527
Interest expense – Mr. Rudyak		3,219		—
	$	3,219	$	527

During the twelve months ended December 31, 2013 and 2012, we did not make any interest payments to related parties.

Note 8 – Equity-based Compensation

Equity-based Compensation Expense

Equity-based compensation expense is included in our statements of operations for the years ended December 31, 2013 and 2012 as follows:

	Years Ended December 31,
	2013		2012
Research and development expense		49,985		—
General and administrative expense		50,100		—
	$	100,085	$	—

Note 9 - Subsequent Events

On May 1, 2014, we entered into a consulting agreement with Blackbridge Capital, LLC, to provide business advisory services, including introductions to prospective transaction parties in exchange for a two-year unsecured convertible promissory note (the "Note") dated May 1, 2014, accruing interest at 12% per annum due upon maturity of the note. The convertible promissory note is convertible by the holder into our common stock, if and when issued, at a conversion price equal to 50% of the average of the three lowest daily trading prices for our common stock during the 60 day trading period ending on the last trading day prior to the conversion date. We have not assigned any value to the Note's conversion feature as our common stock has not yet been issued and is not publically quoted and therefore the Note is not currently convertible. We will record the estimated value of such conversion feature if and when our common stock becomes publically quoted.

On May 28, 2014, we entered into a service agreement with Tiber Creek Corporation to effect transactions intended to combine Aquarius with a United States reporting company and for related matters in exchange for $85,000 cash consideration and approximately 2.5% of the issued and outstanding common shares of the United States reporting company.

F-27

AQUARIUS HOLDINGS LLC

NOTES TO AUDITED FINANCIAL STATEMENTS

FOR THE TWELVE MONTHS ENDED

DECEMBER 31, 2013 AND 2012

Note 9 - Subsequent Events – continued

On June 4, 2014, our members issued membership interests, totaling 1.6575%, on a pro rata basis, to six new members, as partial consideration for purchasing convertible promissory notes (the "Notes") totaling $325,000. The Notes are unsecured and bear interest at 12% per annum, mature two years from the date of issuance (May 15, 2014 through June 2, 2014) and are convertible by the holders into our common stock, if and when issued, at a conversion price equal to 50% of the average of the three lowest daily trading prices for the common stock during the 60 day trading period ending on the last trading day prior to the conversion date. We have not assigned any value to the Notes' conversion feature as our common stock has not yet been issued and is not publically quoted and therefore the Notes are not currently convertible. We will record the estimated value of such conversion feature if and when our common stock becomes publically quoted. The cash proceeds from the Notes were allocated to contributed capital and debt based on relative fair values, as determined by our Managers, as of that date.

We have evaluated all events that occurred after the balance sheet date through the date when the financial statements were issued on July 18, 2014, to determine if they must be reported. Our management has determined that other than as disclosed above, there were no reportable subsequent events to be disclosed.

F-28

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Members of

Aquarius Holdings LLC

Lafayette, Colorado

We have reviewed the accompanying balance sheet of Aquarius Holdings LLC ("the Company") as of September 30, 2014, and the related statements of operations and cash flows for the three and nine months ended September 30, 2014 and 2013.These financial statements are the responsibility of the management of Aquarius Holdings LLC.

We have conducted our review in accordance with standards established by the Public Company Accounting Oversight Board (United States). A review of interim financial information consists principally of applying analytical procedures to financial data and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with generally accepted auditing standards, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.

Based on our review, we are not aware of any material modifications that should be made to the accompanying financial statements for them to be in conformity with generally accepted accounting principles.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. Because of the Company has incurred losses since formation and has limited operations there is substantial doubt about its ability to continue as a going concern. Management's plans in regard to its current status are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Cutler & Co. LLC

Arvada, Colorado

December 11, 2014

F-29

AQUARIUS HOLDINGS LLC

CONDENSED BALANCE SHEETS

	September 30, 2014			December 31, 2013
	(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	185,918		$	138,542
Note receivable		6,000			—
Prepaid expenses and deposits		31,600			—
Total current assets		223,518			138,542
Fixed assets		4,351			—
Total assets	$	227,869		$	138,542
LIABILITIES AND MEMBERS' DEFICIT
Current liabilities:
Accounts payable	$	34,638		$	3,891
Accrued liabilities		31,769			1,527
Due to related parties		14,582			3,772
Note payable		50,000			50,000
Note payable, related party		200,000			200,000
Total current liabilities		330,989			259,190
Long term liabilities:
Convertible notes payable		960,000			—
Total liabilities		1,290,989			259,190
Commitments and contingencies
Members' deficit:
Contributed capital		366,660			350,085
Accumulated deficit		(1,429,780	)		(470,733	)
Total members' deficit		(1,063,120	)		(120,648	)
Total liabilities and members' deficit	$	227,869		$	138,542

See Accompanying Notes to Condensed Unaudited Financial Statements

F-30

AQUARIUS HOLDINGS LLC

CONDENSED STATEMENTS OF OPERATIONS

(Unaudited)

	Three Months Ended September 30,						Nine Months Ended September 30,
	2014			2013			2014			2013
Revenue	$	—		$	—		$	—		$	—
Operating expenses:
Sales and marketing		87,445			9,300			115,637			9,448
Research and development		7,039			28,846			21,622			70,838
General and administrative		309,708			4,637			626,147			12,671
General and administrative, related parties		86,823			24,700			162,425			67,100
Total operating expenses		491,015			67,483			925,831			160,057
Loss from operations		(491,015	)		(67,483	)		(925,831	)		(160,057	)
Other income (expense):
Interest income		9			6			26			14
Interest expense		(20,651	)		(250	)		(30,242	)		(750	)
Interest expense, related party		(1,000	)		(1,000	)		(3,000	)		(2,219	)
Amortization of debt discount, related party		—			—			—			(200,000	)
Total other income (expense)		(21,642	)		(1,244	)		(33,216	)		(202,955	)
Net loss	$	(512,657	)	$	(68,727	)	$	(959,047	)	$	(363,012	)

See Accompanying Notes to Condensed Unaudited Financial Statements

F-31

AQUARIUS HOLDINGS LLC

CONDENSED STATEMENTS OF CASH FLOWS

(Unaudited)

	Nine Months Ended September 30,
	2014			2013
Operating activities:
Net loss	$	(959,047	)	$	(363,012	)
Adjustments to reconcile net loss to net cash used in operating activities:
Amortization of debt discount, related party		—			200,000
Equity-based compensation expense		16,575			100,085
Convertible note payable issued for services		250,000			—
Changes in operating assets and liabilities:
Prepaid expenses and deposits		(31,600	)		647
Accounts payable		30,747			577
Accrued liabilities		30,242			1,277
Due to related parties		10,810			1,692
Net cash used in operating activities		(652,273	)		(58,734	)
Investing activities:
Issuance of note receivable		(6,000	)		—
Purchase of fixed assets		(4,351	)		—
Net cash used in investing activities		(10,351	)		—
Financing activities:
Proceeds from contributed capital and issuance of note payable, related party		—			200,000
Proceeds from issuance of convertible notes payable		710,000			—
Net cash provided by financing activities		710,000			200,000
Net increase in cash		47,376			141,266
Cash and cash equivalents, beginning of period		138,542			38,060
Cash and cash equivalents, end of period	$	185,918		$	179,326
Supplemental schedule of cash flow information:
Cash paid for interest	$	—		$	—
Supplemental disclosure of non-cash financing activities:
Convertible note payable issued for services	$	250,000		$	—
Membership interests issued for services	$	16,575		$	100,085

See Accompanying Notes to Condensed Unaudited Financial Statements

F-32

AQUARIUS HOLDINGS LLC

NOTES TO THE CONDENSED UNAUDITED FINANCIAL STATEMENTS

Note 1 – Nature and Continuance of Operations

Nature of Operations

Aquarius Holdings LLC ("we", "our", "us" or "Aquarius") is a limited liability company organized on October 20, 2011, under the laws of the State of Colorado. We are governed by an operating agreement dated October 20, 2011 (as amended and restated on March 1, 2013, April 1, 2014 and June 4, 2014), the "LLC Agreement." Our planned principal business is the development, marketing and licensing of cannabis brands and to provide a variety of ancillary services, including production processes, components and consulting services to the cannabis industry. We are currently conducting research and development activities and preliminary marking activities to develop and license proprietary production processes and new cannabis brands.

We have only recently begun operations and we rely upon borrowings and the issuance of our membership interests for cash to fund our operations as we have not yet generated any revenue. Our business is subject to significant risks and uncertainties, including failure to secure additional funding necessary to complete the development of our products and services and to bring our products and services to market.

Our founding members are Michael Davis Lawyer and Donald V. Grede whose initial membership interests were 66.67% and 33.33%, respectively. Mr. Lawyer, our chief executive officer, and Mr. Grede, our president and secretary, serve as the Managers of Aquarius and have exclusive authority to manage our business in accordance with the LLC Agreement.

On July 3, 2014, Mr. Lawyer and Mr. Grede formed Aquarius Cannabis Inc. ("ACI"), a Nevada corporation, for the purpose of acquiring Aquarius through an exchange of ACI common shares for 100% of the membership interests in Aquarius and subsequently filing a Form S-1 Registration Statement with the Securities and Exchange Commission and listing ACI common shares on the OTC Bulletin Board ("OTC BB") interdealer quotation system. The exchange of ACI common shares for 100% of the membership interest in ACI was completed on December 1, 2014. The S-1 Registration Statement is expected to be filed in December 2014.

We do not grow, harvest, distribute or sell cannabis or any substances that violate United States law or the Controlled Substances Act.

Note 2 – Going Concern

Our financial statements have been prepared on a going concern basis which assumes that we will be able to meet our obligations and continue our operations during the next fiscal year. Asset realization values may be significantly different from carrying values as shown in our financial statements and do not give effect to adjustments that would be necessary to the carrying values of assets and liabilities should we be unable to continue as a going concern. During the nine months ended September 30, 2014, we incurred losses of $959,047 and used cash of $652,273 in our operating activities. As at September 30, 2014, we had a working capital deficit of $107,471 and an accumulated deficit of $1,429,780. We expect to incur further losses in the development of our business, all of which casts substantial doubt about our ability to continue as a going concern.

Our ability to continue as a going concern depends on our ability to generate future profits and/or to obtain the necessary financing to meet our obligations arising from normal business operations when they come due. We anticipate that additional funding will be in the form of loans and equity financing from the sale of our membership interests. We may also seek to obtain loans from our current members. Currently, there are no arrangements in place for equity funding or new loans.

F-33

AQUARIUS HOLDINGS LLC

NOTES TO THE CONDENSED UNAUDITED FINANCIAL STATEMENTS

Note 3 – Summary of Significant Accounting Policies

Basis of Presentation

Our financial statements are stated in United States dollars and have been prepared in accordance with accounting principles generally accepted in the United States ("U.S. GAAP"). The accompanying unaudited interim condensed financial statements have been prepared in accordance with GAAP for interim financial information. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In our opinion, all adjustments (consisting of normal recurring accruals) considered necessary for fair presentation have been included. Operating results for the three and nine month periods ended September 30, 2014 and 2013, are not necessarily indicative of the results for the full year. While we believe that the disclosures presented herein are adequate and not misleading, these interim condensed financial statements should be read in conjunction with the audited financial statements and the footnotes thereto contained in our annual report for the years ended December 31, 2013 and 2014.

Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires us to make estimates, assumptions and judgments that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of expenses during the period presented.

We make our estimate of the ultimate outcome for these items based on historical trends and other information available when the financial statements are prepared. Changes in estimates are recognized in accordance with the accounting rules for the estimate, which is typically in the period when new information becomes available. We believe that our significant estimates, assumptions and judgments are reasonable, based upon information available at the time they were made. Actual results could differ from these estimates, making it possible that a change in these estimates could occur in the near term.

Development Stage Company

We are a development stage company as defined under the then current Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") 915, "Development-Stage Entities". Additional disclosures required as a development stage company are that our financial statements be identified as those of a development stage company, and that the statements of operations, changes in members' deficit and cash flows disclosed activity since the date of our Inception (October 11, 2011). Effective June 10, 2014, the FASB changed its regulations with respect to development stage entities and these additional disclosures are no longer required for annual reporting periods beginning after December 15, 2015, with the option for entities to early adopt these new provisions. We have elected to early adopt these provisions and consequently these additional disclosures are not included in our financial statements.

Fair Value of Financial Instruments

We value our financial assets and liabilities using fair value measurements. Fair value is based on the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The carrying amount of cash and cash equivalents, note receivable, prepaid expenses and deposits, accounts payable, amounts due to related parties, note payable and note payable, related party approximates fair value because of the short-term nature of these financial instruments. The carrying amount of our convertible notes payable at September 30, 2014, approximates its fair value based on our incremental borrowing rates.

F-34

AQUARIUS HOLDINGS LLC

NOTES TO THE CONDENSED UNAUDITED FINANCIAL STATEMENTS

Note 3 – Summary of Significant Accounting Policies – continued

Assets and Liabilities Measured at Fair Value

We record our financial assets and liabilities at fair value based upon a fair value hierarchy established by U.S. GAAP, which prioritizes the inputs used to measure fair value into the following levels:

Level 1 -	Quoted market prices in active markets for identical assets or liabilities at the measurement date.
Level 2 -	Quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, or other inputs that are observable and can be corroborated by observable market data.
Level 3 -	Inputs reflect management's best estimates and assumptions of what market participants would use in pricing the asset or liability at the measurement date. The inputs are unobservable in the market and significant to the valuation of the instruments.

A financial instrument's categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement.

Concentrations of Credit Risk

Our financial instruments which potentially subject us to credit risk are our cash and cash equivalents. We maintain our cash and cash equivalents at reputable financial institutions and currently, we are not exposed to significant credit risk.

Cash and Cash Equivalents

We consider all amounts on deposit with financial institutions and highly liquid investments with an original maturity of three months or less to be cash equivalents.

Fixed Assets

Our fixed assets represents equipment stated at cost and are depreciated using the straight-line method over the estimated useful life of the assets, ranging from three to ten years. We did not incur depreciation expense during the three and nine months ended September 30, 2014 and 2013.

Impairment of Long-Lived Assets

When applicable, we continually monitor events and changes in circumstances that could indicate carrying amounts of long-lived assets may not be recoverable. When such events or changes in circumstances are present, we assess the recoverability of long-lived assets by determining whether the carrying value of such assets will be recovered through undiscounted expected future cash flows. If the total of the future cash flows is less than the carrying amount of those assets, we recognize an impairment loss based on the excess of the carrying amount over the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or the fair value less costs to sell.

Revenue Recognition

We will recognize revenue in accordance with ASC 605, "Revenue Recognition" which requires that four basic criteria must be met before revenue can be recognized: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred; (3) the selling price is fixed and determinable; and (4) collectability is reasonably assured. Determination of criteria (3) and (4) are based on management's judgments regarding the fixed nature of the selling prices of the products and services delivered and the collectability of those amounts. Provisions for discounts and rebates to customers, estimated returns and allowances, and other adjustments will be provided for in the same period the related sales are recorded. We will defer any revenue for which the product or service has not been delivered or is subject to refund until such time that we and the customer jointly determine that the product or service has been delivered or no refund will be required.

F-35

AQUARIUS HOLDINGS LLC

NOTES TO THE CONDENSED UNAUDITED FINANCIAL STATEMENTS

Note 3 – Summary of Significant Accounting Policies – continued

Advertising Expense

Advertising is expensed as incurred. We did not incur advertising expense during the three and nine months ended September 30, 2014 and 2013.

Research and Development Expense

Research and development ("R&D") costs are charged to expense as incurred. Our R&D costs include, but are not limited to, consulting service fees and materials and supplies used in the development of our proprietary brands and processes.

Equity-based Compensation

We periodically issue membership interests to non-employees in non-capital raising transactions for services. We account for membership interests issued to non-employees in accordance with ASC 505, "Equity", whereas the value of the equity-based compensation is based upon the measurement date as determined at either (a) the date at which a performance commitment is reached, or (b) at the date at which the necessary performance to earn the equity instruments is complete. Membership interests issued to non-employees are valued at their respective measurement dates based on the fair value of whichever is more reliably determinable: (a) the services received; or (b) the membership interest issued.

Income Taxes

We are a limited liability company treated as a partnership for federal and state income tax purposes and all our income tax liabilities and/or benefits are passed through to our members. As such, we have not recognized federal or state income taxes in the accompanying financial statements. Any uncertain tax position taken by our members does not result in an uncertain tax position of Aquarius.

In accordance with the LLC Agreement, to the extent possible without impairing our ability to continue to conduct our business and activities, and in order to permit our members to pay taxes on the taxable income of Aquarius, we are required to make distributions to our members in amounts equal to the estimated tax liability of the members computed as if the members paid income tax at the highest marginal federal and state rate applicable to an individual resident of Colorado, in the event that taxable income is generated for the members. There was no taxable income and therefore no distributions during the three and nine months ended September 30, 2014 and 2013.

Related Party Transactions

A related party is generally defined as (i) any person that holds 10% or more of our membership interests including such person's immediate families, (ii) our management, (iii) someone that directly or indirectly controls, is controlled by or is under common control with Aquarius, or (iv) anyone who can significantly influence the financial and operating decisions of Aquarius. A transaction is considered to be a related party transaction when there is a transfer of resources or obligations between related parties.

New Accounting Standards

From time to time, the FASB or other standards setting bodies issue new accounting pronouncements. Updates to the ASC are communicated through issuance of an Accounting Standards Update ("ASU"). Unless otherwise discussed, we believe that the impact of recently issued guidance, whether adopted or to be adopted in the future, is not expected to have a material impact on our financial statements upon adoption.

F-36

AQUARIUS HOLDINGS LLC

NOTES TO THE CONDENSED UNAUDITED FINANCIAL STATEMENTS

Note 4 – Note Receivable

On February 27, 2014, we received a non-interest bearing, unsecured, one-year promissory note in the amount of $6,000 in exchange for a cash loan to one of our members in the same amount.

Note 5 – Notes Payable

Our notes payable consists of the following:

	September 30, 2014		December 31, 2013
Note payable	$	50,000	$	50,000
Note payable, related party	$	200,000	$	200,000

Note Payable

Effective June 21, 2012, we issued a $50,000 unsecured demand promissory note to Daniel Hagel, one of our members. The promissory note bears interest at 2% per annum, to be paid annually, beginning on June 21, 2015. As further consideration for making this loan, on June 21, 2012, we issued membership interests totaling 14.69%, as of that date, to Mr. Hagel. The promissory note was recorded in our financial statements at its face value of $50,000. The $50,000 cash proceeds received from Mr. Hagel were allocated between the membership interests and the promissory note based on relative fair values, as determined by our Managers, as of the date of the note (June 21, 2012). The fair value of the membership interests and promissory note were determined to be $50,000 and $0, respectively. Accordingly, the $50,000 cash proceeds were allocated in their entirety to the membership interests and a corresponding $50,000 debt discount was recognized. Since the promissory note is due upon demand, the entire $50,000 debt discount was immediately amortized to interest expense in 2012 as an additional cost of this borrowing.

On March 1, 2013, Mr. Hagel issued 5.96% of his 14.29% membership interests, as of that date, to new members and consequently, as a member holding less than 10% membership interest, as of that date, Mr. Hagel was no longer considered to be a related party for financial reporting purposes. Accordingly, the $50,000 note payable was reclassified from note payable, related party to note payable as of that date.

During each of the three and nine months ended September 30, 2014 and 2013, we incurred interest expense on the above note payable of $250 and $750, respectively.

As at September 30, 2014 and December 31, 2013, accrued interest payable on the above note payable of $2,277 and $1,527, respectively, are included in accrued liabilities on our balance sheets.

Note Payable, Related Party

Effective March 11, 2013, we issued a $200,000 unsecured demand promissory note to Ernest Rudyak, one of our principal members. The promissory note bears interest at 2% per annum, to be paid annually. As further consideration for making this loan, on March 1, 2013, we issued membership interests totaling 33.33%, as of that date, to Mr. Rudyak. The promissory note was recorded in our financial statements at its face value of $200,000. The $200,000 cash proceeds received from Mr. Ryudak were allocated between the membership interests and the promissory note based on relative fair values, as determined by our Managers, as of the date of the note (March 11, 2013). The fair value of the membership interests and promissory note were determined to be $200,000 and $0, respectively. Accordingly, the $200,000 cash proceeds were allocated

In their entirety to the membership interests and a corresponding $200,000 debt discount was recognized. Since the promissory note is due upon demand, the entire $200,000 debt discount was immediately amortized to interest expense in 2013 as an additional cost of this borrowing.

F-37

AQUARIUS HOLDINGS LLC

NOTES TO THE CONDENSED UNAUDITED FINANCIAL STATEMENTS

Note 5 – Notes Payable – continued

During the three and nine months ended September 30, 2014, we incurred interest expense on the above note payable of $1,000 and $3,000, respectively. During the three and nine months ended September 30, 2013, we incurred interest expense on the above note payable of $1,000 and $2,219, respectively.

As at September 30, 2014 and December 31, 2013, accrued interest payable of on the above note payable $6,219 and $3,219, respectively, are included in due to related parties on our balance sheets.

Amortization of Debt Discount, Related Party

During the three and nine months ended September 30, 2013, we incurred amortization of debt discount expense, related party on the above note payable, related party of $0 and $200,000, respectively. We did not incur any amortization of debt discount expense during the three and nine months ended September 30, 2014.

Note 6 – Convertible Notes Payable

Our convertible notes payable consist of the following:

	September 30, 2014		December 31, 2013
Convertible note payable - Blackbridge	$	250,000	$	—
Convertible notes payable – 12% Notes		325,000		—
Convertible notes payable – 8% Notes		385,000		—
Convertible notes payable - total	$	960,000	$	—

On May 1, 2014, we entered into a consulting agreement with Blackbridge Capital, LLC, ("Blackbridge") to provide business advisory services, including introductions to prospective transaction parties in exchange for a $250,000 two-year unsecured convertible promissory note (the "Blackbridge Note") dated May 1, 2014, accruing interest at 12% per annum due upon maturity of the note. The Blackbridge Note is convertible by the holder into ACI common stock, if and when issued and listed on the OTC BB, at a conversion price equal to 50% of the average of the three lowest daily trading prices for ACI common stock during the 60 day trading period ending on the last trading day prior to the conversion date. We have not assigned any value to the Blackbridge Note's conversion feature as ACI common stock has not yet been issued and is not publically quoted and therefore the Note is not currently convertible. We will record the estimated value of such conversion feature if and when ACI common stock becomes publically quoted.

During the period from May 15, 2014, through June 2, 2014, we sold six convertible two-year convertible promissory notes (the "12% Notes") for total proceeds of $325,000. The 12% Notes are unsecured and accrue interest at 12% and interest is due upon maturity of the note. The 12% Notes are convertible by the holder into ACI common stock, if and when issued and listed on the OTC BB, at a conversion price equal to 50% of the average of the three lowest daily trading prices for ACI common stock during the 60 day trading period ending on the last trading day prior to the conversion date. We have not assigned any value to the 12% Notes' conversion feature as ACI common stock has not yet been issued and is not publically quoted and therefore the 12% Notes are not currently convertible. We will record the estimated value of such conversion feature if and when ACI common stock becomes publically quoted.

F-38

AQUARIUS HOLDINGS LLC

NOTES TO THE CONDENSED UNAUDITED FINANCIAL STATEMENTS

Note 6 – Convertible Notes Payable-continued

During the period from July 23, 2014, through September 23, 2014, we sold 18 two-year convertible promissory notes (the "8% Notes") for total proceeds of $385,000. The 8% Notes are unsecured and accrue interest at 8% and interest is due upon maturity of the note. The 8% Notes are convertible by the holder into shares ACI common stock, if and when issued and quoted on the OTC BB, beginning on the 40^th trading day after the shares are listed, at a conversion price equal to the higher of (a) $0.20 per share, or (b) 60% of the average of the five lowest daily closing prices for ACI common stock during the 20 day trading period ending on the last trading day prior to the conversion date. The 8% Notes can be redeemed by Aquarius at anytime by paying the principal amount owed plus a 35% premium. We have not assigned any value to the 8% Notes' conversion feature as ACI common stock has not yet been issued and is not publically quoted and therefore the 8% Notes are not currently convertible. We will record the estimated value of such conversion feature if and when ACI common stock becomes publically quoted.

During the three and nine months ended September 30, 2014, we incurred interest expense applicable to our convertible notes payable of $20,401 and $29,492, respectively. As at September 30, 2014, accrued interest payable was $29,492 and this amount is included in accrued liabilities on our balance sheets. During 2013, we did not have any convertible notes payable issued or outstanding.

Note 7 – Commitments and Contingencies

Contractual Obligations and Commercial Commitments

We have independent contractor agreements which expire at various times through November 2015. Such agreements, which have been revised from time to time, provide for minimum salary levels and commissions as well as for incentive bonuses that are payable if specified management goals are attained. The aggregate commitment for future salaries at September 30, 2014, excluding bonuses and commissions was approximately $288,000. Our commission agreements include a commitment to pay one of our independent contractors a 60% commission, payable in common shares of ACI on all California portfolio brand revenue generated during the first year of California sales.

Legal Proceedings

We were not subject to any legal proceedings during the nine months ended September 30, 2014, and, to the best of our knowledge, no legal proceedings are pending or threatened.

Note 8 – Members' Deficit

On October 20, 2011, the date of our formation, our founders, Mr. Lawyer and Mr. Grede, received initial membership interests of 66.67% and 33.33%, respectively.

On June 21, 2012, our founding members issued a membership interest totaling 14.29%, on a pro rata basis, to Mr. Hagel, a new principal member, as partial consideration for a $50,000 loan. The cash proceeds from the loan were allocated to contributed capital and debt based on relative fair values, as determined by our Managers, as of that date. The fair value of the loan was determined to be $0, the $50,000 cash proceeds were allocated to contributed capital and a $50,000 debt discount was recognized.

On March 1, 2013, our members issued a membership interest totaling 33.33%, on a pro rata basis, to Mr. Rudyak, a new principal member, as partial consideration for a $200,000 loan. On March 11, 2013, the cash proceeds from the loan were received and allocated to contributed capital and debt based on relative fair values, as determined by our Managers, as of that date. The fair value of the loan was determined to be $0, the $200,000 cash proceeds were allocated to contributed capital and a $200,000 debt discount was recognized.

F-39

AQUARIUS HOLDINGS LLC

NOTES TO THE CONDENSED UNAUDITED FINANCIAL STATEMENTS

Note 8 – Members' Deficit - continued

On March 1, 2013, our members issued a membership interest, totaling 8.35%, as of that date, on a pro rata basis, to a new member, The Aquarius Group ("TAG"), an entity controlled by Mr. Lawyer and Mr. Rudyak, in exchange for management services valued at $50,100 based on our Managers' estimate of the fair value of our total membership interests as of that date.

On August 19, 2013, our members issued a membership interest totaling 7.69%, on a pro rata basis, to a new member in exchange for research and development services valued at $49,985 based on our Managers' estimate of the fair value of our total membership interests as of that date.

On June 4, 2014, our members issued membership interests, totaling 1.6575%, on a pro rata basis, to six new members, as equity-based compensation for purchasing convertible promissory notes totaling $325,000.

Note 9 - Related Party Transactions

Management Fees – Related Parties

In addition to the related party transactions described in Notes 5 and 8 above; we incurred management fees and equity-based compensation expense (see also Note 10 below), included in general and administrative expense, to (a) Mr. Grede and an entity controlled by Mr. Grede, The Aspen Alliance ("TAA"), and (b) Mr. Lawyer and TAG as follows:

	Three Months Ended September 30,				Nine Months Ended September 30,
	2014		2013		2014		2013
Management fees – Mr. Grede and TAA	$	29,971	$	8,000	$	63,971	$	17,000
Management fees – Mr. Lawyer and TAG		56,852		—		98,454		—
Equity-based compensation - TAG		—		16,700		—		50,100
	$	86,823	$	24,700	$	162,425	$	67,100

Interest Expense and Interest Payments – Related Parties

As described in Note 5 above, our interest expense to related parties consists of:

	Three Months Ended September 30,				Nine Months Ended September 30,
	2014		2013		2014		2013
Interest expense – Mr. Rudyak	$	1,000	$	1,000	$	3,000	$	2,219

During the three and nine months ended September 30, 2014 and 2013, we did not make any interest payments to related parties.

F-40

AQUARIUS HOLDINGS LLC

NOTES TO THE CONDENSED UNAUDITED FINANCIAL STATEMENTS

Note 9 - Related Party Transactions - continued

Due to Related Parties

Accounts payable and accrued interest payable owed to related parties are included in due to related parties in our balance sheets as follows:

	September 30, 2014		December 31, 2013
Accounts payable – Mr. Grede	$	343	$	553
Accounts payable – Mr. Lawyer and TAG		299		—
Accounts payable - ACI		7,721		—
Accrued interest payable - Mr. Rudyak		6,219		3,219
Due to related parties - total	$	14,582	$	3,772

Notes Payable – Related Parties

As described in Note 5 above, on March 11, 2013, we borrowed $200,000 from Mr. Rudyak and our note payable, related party balance was $200,000 on each of September 30, 2014 and December 31, 2013. There were no other borrowings or repayments to related parties during these periods.

Note 10 – Equity-based Compensation

Equity-based Compensation Expense

Equity-based compensation expense is included in our statements of operations for the years ended December 31, 2013 and 2012 as follows:

	Three Months Ended September 30,				Nine Months Ended September 30,
	2014		2013		2014		2013
Research and development expense	$	—	$	24,993	$	—	$	49,985
General and administrative expense		—		16,700		16,575		50,100
	$	—	$	41,693	$	16,575	$	100,085

Note 11 - Subsequent Events

During the period October 1, 2014 through December 8, 2014, we issued five 8% Notes for total proceeds of $60,000.

On December 1, 2014, our 12 members exchanged their 100% membership interest in Aquarius for 18,000,000 shares of ACI common stock representing a 90% ownership interest in ACI as of that date.

We have evaluated all events that occurred after the balance sheet date through the date when our financial statements were issued on December 11, 2014, to determine if they must be reported. Our management has determined that other than as disclosed above, there were no reportable subsequent events to be disclosed.

F-41

AQUARIUS CANNABIS INC.

10,063,680 SHARES OF COMMON STOCK

PROSPECTUS

YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED IN THIS DOCUMENT OR THAT WE HAVE REFERRED YOU TO. WE HAVE NOT AUTHORIZED ANYONE TO PROVIDE YOU WITH INFORMATION THAT IS DIFFERENT. THIS PROSPECTUS IS NOT AN OFFER TO SELL COMMON STOCK AND IS NOT SOLICITING AN OFFER TO BUY COMMON STOCK IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.

Until _____________, all dealers that effect transactions in these securities whether or not participating in this offering may be required to deliver a prospectus. This is in addition to the dealer's obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.

The Date of This Prospectus is February ___ __, 2015

PART II

INFORMATION NOT REQUIRED IN THE PROSPECTUS

ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

SEC registration fee	$	91
Federal Taxes	$	0
State Taxes and Fees	$	0
Transfer Agent Fees	$	3,000
Accounting fees and expenses	$	15,000
Legal fees and expense	$	35,000
Blue Sky fees and expenses	$	5,227
Miscellaneous	$	0
Total	$	58,318

All amounts are estimates other than the SEC's registration fee. We are paying all expenses of the offering listed above. No portion of these expenses will be borne by the selling security holders. The selling security holders, however, will pay any other expenses incurred in selling their Common Stock, including any brokerage commissions or costs of sale.

ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS

To the fullest extent permitted by the laws of the State of Nevada, our Articles of Incorporation and Bylaws, we may indemnify an officer or director who is made a party to any proceeding, including a lawsuit, because of his/her position, if he/she acted in good faith and in a manner he/she reasonably believed to be in our best interest. We may advance expenses incurred in defending a proceeding. To the extent that the officer or director is successful on the merits in a proceeding as to which he/she is to be indemnified, we must indemnify him/her against all expenses incurred, including attorney's fees. With respect to a derivative action, indemnity may be made only for expenses actually and reasonably incurred in defending the proceeding, and if the officer or director is judged liable, only by a court order.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling us pursuant to the foregoing provisions, we have been informed that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is theretofore unenforceable.

ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES

During the period May 15, 2014 to June 2, 2014 Aquarius Colorado issued convertible promissory notes in exchange for cash and services rendered totaling $575,000. These notes are convertible into 2,000,000 shares of our Common Stock. These notes were issued in reliance on the exemption under Section 4(a)(2) of the Securities Act and were issued as founders notes. These notes qualified for exemption under Section 4(a)(2) of the Securities Act since the issuance of notes by us did not involve a public offering. The offering was not a "public offering" as defined in Section 4(a)(2) due to the insubstantial number of persons involved in the deal, size of the offering, manner of the offering and number of notes offered. We did not undertake an offering in which we sold a high number of notes to a high number of investors. In addition, the investors had the necessary investment intent as required by Section 4(a)(2) since they agreed to and received notes bearing a legend stating that such notes and shares underlying the notes are restricted pursuant to Rule 144 of the Securities Act. This restriction ensures that these notes and shares underlying the notes would not be immediately redistributed into the market and therefore not be part of a "public offering." Based on an analysis of the above factors, we have met the requirements to qualify for exemption under Section 4(a)(2) of the Securities Act for these transactions.

We were incorporated in the State of Nevada on July 3, 2014. In connection with incorporation, we issued a total of 2,000 shares of Common Stock to our founders for services with a total fair value of $155. The shares were issued pursuant to the exemption from registration set forth in Section 4(a)(2) of the Securities Act.

On July 3, 2014, we issued 39,500 shares of Common Stock to independent contractors for services rendered with a fair value of $3,069. The shares were issued pursuant to the exemption from registration set forth in Section 4(a)(2) of the Securities Act.

II-1

On October 6, 2014, we issued 16,000 shares of Common Stock to an independent contractor for services rendered with a fair value of $1,243. The shares were issued pursuant to the exemption from registration set forth in Section 4(a)(2) of the Securities Act.

During the period July 23, 2014 to October 24, 2014, Aquarius Colorado sold through a Regulation D Rule 506 offering convertible promissory notes to no more than 35 unaccredited investors for an aggregate offering price of $445,000. These notes are convertible into 2,225,000 shares of our Common Stock. The notes were issued in transactions not involving public offerings in reliance upon an exemption from registration provided by Rule 506 of Regulation D of the Securities Act. Please note that pursuant to Rule 506, all notes and shares underlying the notes purchased in the Regulation D Rule 506 offerings were restricted in accordance with Rule 144 of the Securities Act. In addition, each of these note holders were either accredited as defined in Rule 501(a) of Regulation D promulgated under the Securities Act or sophisticated as defined in Rule 506(b)(2)(ii) of Regulation D promulgated under the Securities Act.

On November 3, 2014, we sold through a Regulation D Rule 506 offering a total 2,000,000 shares of Common Stock to no more than 35 unaccredited investors, at a price per share of $0.0777 for an aggregate offering price of $155,400. We offered and sold the shares, pursuant to the exemptions for registration afforded by Rule 506 of Regulation D, promulgated under the Securities Act.

On December 1, 2014, we issued an aggregate of 18,000,000 shares of our Common Stock to the former members of Aquarius Colorado in connection with the Exchange Agreement. On December 1, 2014, also in connection with the Exchange Agreement, we issued an aggregate of 2,000,000 shares of Series A Preferred Stock to the former members of Aquarius Colorado. The aggregate amount of consideration received by us in exchange for the issuance of the Common Stock and Series A Preferred Stock was $1,398,600. The shares were issued pursuant to the exemption from registration set forth in Section 4(a)(2) of the Securities Act.

During the period August 25, 2014 to November 30, 2014, Aquarius Colorado purchased 300,725 shares of our Common Stock under stock subscriptions with a fair value of $23,366 for issuance to independent contractors, including 37,500 shares each to Mr. Lawyer and Mr. Grede. These shares will be issued in January 2015. The shares will be issued pursuant to the exemption from registration set forth in Section 4(a)(2) of the Securities Act.

On January 2, 2015, we issued an aggregate of 20,522,025 shares of our common stock with a fair value of $40,561.34 to independent contractors for services rendered, including 57,500 shares to Michael Davis Lawyer and 75,000 to Donald Grede.  The shares were issued pursuant to the exemption from registration set forth in Section 4(a)(2) of the Securities Act.  

We have never utilized an underwriter for an offering of our securities. Other than the securities mentioned above, we have not issued or sold any securities.

ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

EXHIBIT NUMBER	DESCRIPTION
3.1(a)	Articles of Incorporation, as amended and restated December 1, 2014*
3.1(b)	Certificate of Designation for Series A Preferred Stock*
3.2	By-Laws*
4.1	Demand Promissory Note for Dan Hagel, dated June 21, 2012***
4.2	Demand Promissory Note for Ernest Rudyak, dated February 8, 2013***
5.1	Opinion of Szaferman, Lakind, Blumstein & Blader, P.C.**
10.1	Share Exchange Agreement, dated December 1, 2014*
10.2	Form of Independent Contractor Agreement*
10.3	Independent Contractor Agreement with Donald Grede, dated September 1, 2014*
10.4	Independent Contractor Agreement with Michael Davis Lawyer, dated September 1, 2014*
10.5	Independent Contractor Agreement with The Aquarius Group, LLC, dated September 1, 2014*
10.6	Service Agreement with The Aquarius Group, LLC , dated July 4, 2014*
10.7	Amendment to Independent Contractor Agreement with Donald Grede, dated December 31, 2014***
10.8	Amendment to Independent Contractor Agreement with Michael Davis Lawyer, dated December 31, 2014***
10.9	Amendment to Independent Contractor Agreement with The Aquarius Group, dated December 31, 2014 ***

II-2

10.10	Marketing and Brand Development Services Agreement with Sysco Pancho, LLC, dated December 28, 2014***
23.1	Consent of Cutler & Co., LLC ***
23.2	Consent of Counsel (included in Exhibit 5.1, hereto)**

———————

*	Previously Filed
**	To Be Filed By Amendment
***	Filed Herewith

II-3

ITEM 17. UNDERTAKINGS

(A)

The undersigned Registrant hereby undertakes:

(1)

To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

i.

To include any prospectus required by section 10(a)(3) of the Securities Act;

ii.

To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement.

iii.

To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

(2)

That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3)

To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(4)

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

(5)

Each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

II-4

SIGNATURES

Pursuant to the requirement of the Securities Act of 1933, the registrant has duly caused this amended statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Woodland Hills, State of California, on February 9, 2015.

AQUARIUS CANNABIS INC.
By:	/s/ Michael Davis Lawyer
	Michael Davis Lawyer
	Chief Executive Officer, President, and Chief Financial Officer

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Michael Davis Lawyer	Chief Executive Officer, President, Chief Financial Officer, and Director (Principal Executive Officer, Principal Financial Officer, and Principal Accounting Officer)	February 9, 2015
Michael Davis Lawyer
/s/ Donald V. Grede	President and Director	February 9, 2015
Donald V. Grede

II-5

EX-4.1

EXHIBIT 4.1

DEMAND PROMISSORY NOTE

$50,000.00	Lafayette, CO
	June 21, 2012

FOR VALUE RECEIVED, Aquarius Holdings, LLC, a Colorado limited liability company, with an address for notification purposes at 2549 Cowley Drive, Lafayette, CO (the "Maker"), hereby promises to pay to Dan Hagel, an individual with an address for notification purposes at c/o 1321 Maria Ignacia Lane, Santa Barbara, CA 93111 ("Holder"), or order, ON DEMAND, the sum of Fifty Thousand Dollars ($50,000.00), together with interest thereon at a rate per annum which is the greater of (i) Two Percent (2%) or (ii) the Short Term Applicable Federal Rate (Annual Compounding) promulgated by the Internal Revenue Service, adjusted at the beginning of each calendar month; provided, however, that accrued interest shall be paid annually, beginning on the third anniversary hereof, and that such annual rate shall increase to the Wall Street Journal prime rate plus three percent (3%) during the occurrence and continuance of any Event of Default (as defined below).  Payment of amounts due hereunder shall be made by check in United States Dollars in immediately available funds to Holder at the address listed above or such other address provided by the Holder from time to time or, if requested by the Holder, by wire transfer to an account designated by the Holder.  Payments shall first be applied to accrued and unpaid interest and then to principal.

The following is a statement of the rights of the Holder and the conditions to which this Promissory Note (this "Note") is subject:

1.

Certain Definitions.  As used in this Note, "Maker" includes Aquarius Holdings, LLC and its successors or assigns, and "Holder," when the context refers to a holder of this Note, shall mean any person who shall at the time be the holder of this Note.

2.

Events of Default.  If any of the events specified in this Section 2 shall occur (herein individually referred to as an "Event of Default"), the Holder may, so long as such condition exists, declare the entire principal and unpaid accrued interest thereon immediately due and payable by notice in writing to the Maker:

(i)

The failure by Maker to make any payment due hereunder when due;

(ii)

The institution by the Maker of proceedings to be adjudicated as bankrupt or insolvent, or the consent by it to institution of bankruptcy or insolvency proceedings against it  or the filing by it of a petition or answer or consent seeking reorganization or release under the federal Bankruptcy Act, or any other applicable federal or state law, or the consent by it to the filing of any such petition or the appointment of a receiver, liquidator, assignee, or trustee, or of any substantial part of its property, or the making by it of an assignment for the benefit of creditors; or

1

(iii)

If, within sixty (60) calendar days after the commencement of an action against the Maker (and service of process in connection therewith on the Maker) seeking any bankruptcy, insolvency, reorganization, liquidation, dissolution or similar relief under any present or future statute, law or regulation, such action shall not have been resolved in favor of the Maker or all orders or proceedings thereunder stayed, or if the stay of any such order or proceeding shall thereafter be set aside, or if, within sixty (60) calendar days after the appointment without the consent or acquiescence of the Maker of any trustee, receiver or liquidator, such appointment shall not have been vacated.

3.

Prepayment.  This Note is given as consideration for a business loan, and may be prepaid by the Maker at any time, without penalty.

4.

Use of Proceeds.  The Maker must use the proceeds of the loan evidenced by this Note solely to pay Maker's operating expenses.

5.

Assignment.  The Maker may not transfer this Note without the prior written consent of the Holder.  Subject to the foregoing, the rights and obligations of the Maker and the Holder of this Note shall be binding upon and benefit the successors, assigns, heirs, administrators and transferees of the parties.  

6.

Amendment and Waiver.  Any provision of this Note may be amended, waived or modified only upon the written consent of the Maker and the Holder.  A waiver on any one occasion will not be construed as a bar to or waiver of any right or remedy on any future occasion.

7.

Notices.  All notices, requests, consents and other communications hereunder to any party pursuant to this Note will be deemed to be sufficient if contained in a written instrument delivered in person, including delivery by recognized express courier, fees prepaid, addressed as set forth in the first paragraph of this Note, or to such other address as may hereinafter be designated in writing by the recipient to the sender pursuant to this Section 8.  All such notices, requests, consents and other communications will be deemed to have been received in the case of personal delivery, including delivery by express courier, on the date of such delivery.

8.

Governing Law.  This Agreement shall be governed by and construed in accordance with the laws of the State of Colorado.  

9.

Heading; References.  All headings used herein are used for convenience only and shall not be used to construe or interpret this Note.  Except where otherwise indicated, all references herein to Sections refer to Sections hereof.

10.

Waiver.  The Maker hereby waives diligence, presentment, demand, protest and notice of dishonor.

11.

Delay.  No delay on the part of the Holder or the exercise of any power or right under this Note shall operate as a waiver of such power or right to preclude other or further exercise thereof or the exercise of any other power or right.  

2

12.

Time.  Time is of the essence for each and every obligation under this Note.

13.

Attorneys' Fees.  In the event of any litigation or other action to collect or enforce this Note, Holder shall be entitled to, in addition to any other damages assessed, his reasonable attorneys' fees, and all other costs and expenses incurred in connection with such litigation or action.  The attorneys' fees which Holder is entitled to recover shall include fees for prosecuting or defending any appeal and shall be awarded for any supplemental proceedings until the final judgment is satisfied in full.  In addition to the foregoing award of attorneys' fees to Holder, Holder shall be entitled to its reasonable attorneys' fees, costs, and expenses incurred in any post judgment proceedings to collect or enforce the judgment.  This attorneys' fees provision is separate and several and shall survive the merger of this Note into any judgment.

14.

Usury Law.  Notwithstanding any other provision contained in this Note, the rate of interest payable under this Note shall not at any time exceed a rate which, when combined with any and all other charges provided for in this Note or any other document executed in connection with this Note (to the extent such other charges would constitute interest for the purpose of any applicable law limiting interest which may be charged hereunder), exceeds the maximum interest rate permitted by law with respect to the transactions contemplated hereby.

IN WITNESS WHEREOF, the Maker has caused this Note to be issued to Holder as of the date first written above.

AQUARIUS HOLDINGS, LLC
By:
	Michael Davis Lawyer, Manager
DAN HAGEL
By:
	Dan Hagel

3

EX-4.2

EXHIBIT 4.2

DEMAND PROMISSORY NOTE

$200,000.00	Lafayette, CO
	February 8, 2013

FOR VALUE RECEIVED, Aquarius Holdings, LLC, a Colorado limited liability company, with an address for notification purposes at 2549 Cowley Drive, Lafayette, CO (the "Maker"), hereby promises to pay to Ernest Rudyak, an individual with an address for notification purposes at c/o Michael Ozen, RBZ, LLP, 11755 Wilshire Blvd., 9th Floor, Los Angeles, California 90025 ("Holder"), or order, ON DEMAND, the sum of Two Hundred Thousand Dollars ($200,000.00), together with interest thereon at a rate per annum which is the greater of (i) Two Percent (2%) or (ii) the Short Term Applicable Federal Rate (Annual Compounding) promulgated by the Internal Revenue Service, adjusted at the beginning of each calendar month; provided, however, that accrued interest shall be paid annually on the anniversary date hereof, and that such annual rate shall increase to the Wall Street Journal prime rate plus three percent (3%) during the occurrence and continuance of any Event of Default (as defined below).  Payment of amounts due hereunder shall be made by check in United States Dollars in immediately available funds to Holder at the address listed above or such other address provided by the Holder from time to time or, if requested by the Holder, by wire transfer to an account designated by the Holder.  Payments shall first be applied to accrued and unpaid interest and then to principal.

The following is a statement of the rights of the Holder and the conditions to which this Promissory Note (this "Note") is subject:

1.

Certain Definitions.  As used in this Note, "Maker" includes Aquarius Holdings, LLC and its successors or assigns, and "Holder," when the context refers to a holder of this Note, shall mean any person who shall at the time be the holder of this Note.

2.

Events of Default.  If any of the events specified in this Section 2 shall occur (herein individually referred to as an "Event of Default"), the Holder may, so long as such condition exists, declare the entire principal and unpaid accrued interest thereon immediately due and payable by notice in writing to the Maker:

(i)

The failure by Maker to make any payment due hereunder when due;

(ii)

The institution by the Maker of proceedings to be adjudicated as bankrupt or insolvent, or the consent by it to institution of bankruptcy or insolvency proceedings against it  or the filing by it of a petition or answer or consent seeking reorganization or release under the federal Bankruptcy Act, or any other applicable federal or state law, or the consent by it to the filing of any such petition or the appointment of a receiver, liquidator, assignee, or trustee, or of any substantial part of its property, or the making by it of an assignment for the benefit of creditors; or

1

(iii)

If, within sixty (60) calendar days after the commencement of an action against the Maker (and service of process in connection therewith on the Maker) seeking any bankruptcy, insolvency, reorganization, liquidation, dissolution or similar relief under any present or future statute, law or regulation, such action shall not have been resolved in favor of the Maker or all orders or proceedings thereunder stayed, or if the stay of any such order or proceeding shall thereafter be set aside, or if, within sixty (60) calendar days after the appointment without the consent or acquiescence of the Maker of any trustee, receiver or liquidator, such appointment shall not have been vacated.

3.

Prepayment.  This Note is given as consideration for a business loan, and may be prepaid by the Maker at any time, without penalty.

4.

Use of Proceeds.  The Maker must use the proceeds of the loan evidenced by this Note solely to pay Maker's operating expenses.

5.

Assignment.  The Maker may not transfer this Note without the prior written consent of the Holder.  Subject to the foregoing, the rights and obligations of the Maker and the Holder of this Note shall be binding upon and benefit the successors, assigns, heirs, administrators and transferees of the parties.  

6.

Amendment and Waiver.  Any provision of this Note may be amended, waived or modified only upon the written consent of the Maker and the Holder.  A waiver on any one occasion will not be construed as a bar to or waiver of any right or remedy on any future occasion.

7.

Notices.  All notices, requests, consents and other communications hereunder to any party pursuant to this Note will be deemed to be sufficient if contained in a written instrument delivered in person, including delivery by recognized express courier, fees prepaid, addressed as set forth in the first paragraph of this Note, or to such other address as may hereinafter be designated in writing by the recipient to the sender pursuant to this Section 8.  All such notices, requests, consents and other communications will be deemed to have been received in the case of personal delivery, including delivery by express courier, on the date of such delivery.

8.

Governing Law.  This Agreement shall be governed by and construed in accordance with the laws of the State of Colorado.  

9.

Heading; References.  All headings used herein are used for convenience only and shall not be used to construe or interpret this Note.  Except where otherwise indicated, all references herein to Sections refer to Sections hereof.

10.

Waiver.  The Maker hereby waives diligence, presentment, demand, protest and notice of dishonor.

11.

Delay.  No delay on the part of the Holder or the exercise of any power or right under this Note shall operate as a waiver of such power or right to preclude other or further exercise thereof or the exercise of any other power or right.  

2

12.

Time.  Time is of the essence for each and every obligation under this Note.

13.

Attorneys' Fees.  In the event of any litigation or other action to collect or enforce this Note, Holder shall be entitled to, in addition to any other damages assessed, his reasonable attorneys' fees, and all other costs and expenses incurred in connection with such litigation or action.  The attorneys' fees which Holder is entitled to recover shall include fees for prosecuting or defending any appeal and shall be awarded for any supplemental proceedings until the final judgment is satisfied in full.  In addition to the foregoing award of attorneys' fees to Holder, Holder shall be entitled to its reasonable attorneys' fees, costs, and expenses incurred in any post judgment proceedings to collect or enforce the judgment.  This attorneys' fees provision is separate and several and shall survive the merger of this Note into any judgment.

14.

Usury Law.  Notwithstanding any other provision contained in this Note, the rate of interest payable under this Note shall not at any time exceed a rate which, when combined with any and all other charges provided for in this Note or any other document executed in connection with this Note (to the extent such other charges would constitute interest for the purpose of any applicable law limiting interest which may be charged hereunder), exceeds the maximum interest rate permitted by law with respect to the transactions contemplated hereby.

IN WITNESS WHEREOF, the Maker has caused this Note to be issued to Holder as of the date first written above.

AQUARIUS HOLDINGS, LLC
By:
	Michael Davis Lawyer, Manager

3

EX-10.7

EXHIBIT 10.7

INDEPENDENT CONTRACTOR AGREEMENT

Amendment to Independent Contractor Agreement

1.

This amendment (the "Amendment") dated December 31, 2014, is made by Aquarius Holdings LLC and Don Grede parties to the agreement dated September 1, 2014 (the "Agreement").

2.

The agreement is amended as follows:

Section four has been replaced in its entirety by the following:

Compensation.  As compensation for the services rendered pursuant to this Agreement, the Company shall issue to Contractor shares of common stock in the Issuing Company (the “Shares”) as described below.  The Shares shall be issued within a reasonable time after earned, and the Shares may be subject to certain restrictions, some of which are contained herein, and some of which shall be set forth in the documents annexed thereto at the time of the issuance.

a.

Cash. As compensation for the services rendered pursuant to this Agreement, the Company shall pay the Contractor the sum of Eighty Thousand Five Hundred ($80,500.00) Dollars payable as follows:

i.

9/1/14 – 11/30/14: $9,000 per month, in arrears.

ii.

12/1/14 – 3/31/15: $4,000 per month, in arrears

iii.

4/1/15 – 8/31/15: $7,500 per month, in arrears

iv.

In the event the Company cannot pay in arrears, contractor can settle out in shares or a note. Terms to be negotiated between Company and Contractor.

v.

Contractor shall submit a monthly invoice to accounting@aquariuscannabis.comwithin five business days of the end of the month, payable Net 10 days from date of invoice receipt.

b.

Shares. Company agrees to issue to Contractor Two Hundred and Eighty Seven Thousand Five Hundred (287,500) Shares, which Shares shall be issued within a reasonable time after conclusion of the Services performed hereunder, and which Shares may be subject to certain restrictions, some of which are contained herein, and some of which shall be set forth in the documents annexed thereto at the time of the issuance.

i.

It is currently anticipated that the Shares will be issued on a quarterly basis on the first day following the previous fiscal quarter end, beginning January 1, 2015 as follows:

1.

75,000 Shares will be issued on January 1, 2015 for Services rendered during the period September 1, 2014, through December 31, 2014.

2.

112,500 Shares will be issued on April 1, 2015 for Services rendered during the period January 1, 2015, through March 31, 2015.

3.

60,000 Shares will be issued on July 1, 2015 for Services rendered during the period April 1, 2015, through June 30, 2015.

4.

40,000 Shares will be issued on October 1, 2015 for Services rendered

1

INDEPENDENT CONTRACTOR AGREEMENT

during the period July 1, 2015, through August 31, 2015.

ii.

Upon issuance to the Contractor, the Shares will have a per Share cost basis based on the previous trading day’s closing market price of the Shares (if listed on a nationally recognized stock exchange) otherwise, as reasonably determined by the Managers of the Company.

c.

Commissions - Cash.

i.

Perpetual 10% cash commission on “Residual Net Revenue” (to be defined later) applicable to all new revenue generating contracts whereby Contractor coordinates all parties (including operator and financier) necessary to close the Contract.

ii.

Perpetual 0% to 10% (amount to be agreed upon later) cash commission on “Residual Net Revenue” (to be defined later) applicable to all new revenue generating contracts whereby Contractor coordinates some parties necessary to close the Contract.

iii.

Perpetual or term-based cash commissions (amounts and terms to be defined later) if Contractor creates and/ or maintains accounts with dispensaries to carry or that carry Aquarius products.

1.

Commissions are to be paid within 30 days after the month in which the information becomes available to compute the commission.

2.

The parties can substitute a mutually agreed upon lump-sum amount in lieu of the perpetual commissions if agreed to in writing.

3.

Cash commissions owed can be settled in Company stock, if agreed upon in writing by the parties.

iv.

Perpetual, term-based, or one time cash commissions for any deals that generate new business contracts for Aquarius but are not covered by an explicit commission structure will be determined in writing by Company and Contractor.

d.

Commissions- Shares

i.

A one-time share commission of 5% of the shares issued to an investor for direct investment in the Company when the investor was found and closed by Contractor.

ii.

Perpetual, term-based, or one time share commissions for any deals that generate new business contracts for Aquarius but are not covered by an explicit commission structure will be determined in writing by Company and Contractor.

2

INDEPENDENT CONTRACTOR AGREEMENT

e.

Commission Agreements. Company and Contractor agree to enter into one or more Commission Agreements specifying the commission amounts and terms of the commissions upon closing the Contracts and transactions in Section 4.c. and 4.d. above.

Section twelve has been replaced in its entirety by the following:

Termination. The Company may terminate this Agreement at any time by 30 working days’ written notice to the Contractor. In addition, if the Contractor is convicted of any crime or offense, fails or refuses to comply with the written policies or reasonable directive of the Company, is guilty of serious misconduct in connection with performance hereunder, or materially breaches provisions of this Agreement, the Company at any time may terminate the engagement of the Contractor immediately and without prior written notice to the Contractor.

Contractor acknowledges there is a reason for concern that Company may not have the cash to cover billed services. In the event of non payment, the Contractor may terminate this agreement immediately.

3.

Except as set forth in this Amendment, the Agreement is unaffected and shall continue in full force and effect in accordance with its terms. If there is conflict between this amendment and the Agreement or any earlier amendment, the terms of this amendment will prevail.

Aquarius Holdings LLC	Contractor: Don Grede
By:	By:
Davis Lawyer		Don Grede
Its: Manager

3

INDEPENDENT CONTRACTOR AGREEMENT

4

EX-10.8

EXHIBIT 10.8

INDEPENDENT CONTRACTOR AGREEMENT

Amendment to Independent Contractor Agreement

1.

This amendment (the "Amendment") dated December 31, 2014, is made by Aquarius Holdings LLC and Michael Davis Lawyer parties to the agreement dated September 1, 2014 (the "Agreement").

2.

The agreement is amended as follows:

Section four has been replaced in its entirety by the following:

Compensation.  As compensation for the services rendered pursuant to this Agreement, the Company shall issue to Contractor shares of common stock in the Issuing Company (the “Shares”) as described below.  The Shares shall be issued within a reasonable time after earned, and the Shares may be subject to certain restrictions, some of which are contained herein, and some of which shall be set forth in the documents annexed thereto at the time of the issuance.

a.

Shares. Company agrees to issue to Contractor Two Hundred and Seventeen Thousand Five Hundred (217,500) Shares, which Shares shall be issued within a reasonable time after conclusion of the Services performed hereunder, and which Shares may be subject to certain restrictions, some of which are contained herein, and some of which shall be set forth in the documents annexed thereto at the time of the issuance.

i.

It is currently anticipated that the Shares will be issued on a quarterly basis on the first day following the previous fiscal quarter end, beginning January 1, 2015 as follows:

1.

57,500 Shares will be issued on January 1, 2015 for Services rendered during the period September 1, 2014, through December 31, 2014.

2.

60,000 Shares will be issued on April 1, 2015 for Services rendered during the period January 1, 2015, through March 31, 2015.

3.

60,000 Shares will be issued on July 1, 2015 for Services rendered during the period April 1, 2015, through June 30, 2015.

4.

40,000 Shares will be issued on October 1, 2015 for Services rendered during the period July 1, 2015, through August 31, 2015.

ii.

Upon issuance to the Contractor, the Shares will have a per Share cost basis based on the previous trading day’s closing market price of the Shares (if listed on a nationally recognized stock exchange) otherwise, as reasonably determined by the Managers of the Company.

b.

Commissions - Cash.

i.

Perpetual 10% cash commission on “Residual Net Revenue” (to be defined later) applicable to all new revenue generating contracts whereby Contractor

1

INDEPENDENT CONTRACTOR AGREEMENT

coordinates all parties (including operator and financier) necessary to close the Contract.

ii.

Perpetual 0% to 10% (amount to be agreed upon later) cash commission on “Residual Net Revenue” (to be defined later) applicable to all new revenue generating contracts whereby Contractor coordinates some parties necessary to close the Contract.

iii.

Perpetual or term-based cash commissions (amounts and terms to be defined later) if Contractor creates and/ or maintains accounts with dispensaries to carry or that carry Aquarius products.

1.

Commissions are to be paid within 30 days after the month in which the information becomes available to compute the commission.

2.

The parties can substitute a mutually agreed upon lump-sum amount in lieu of the perpetual commissions if agreed to in writing.

3.

Cash commissions owed can be settled in Company stock, if agreed upon in writing by the parties.

iv.

Perpetual, term-based, or one time cash commissions for any deals that generate new business contracts for Aquarius but are not covered by an explicit commission structure will be determined in writing by Company and Contractor.

c.

Commissions- Shares

i.

A one-time share commission of 5% of the shares issued to an investor for direct investment in the Company when the investor was found and closed by Contractor.

ii.

Perpetual, term-based, or one time share commissions for any deals that generate new business contracts for Aquarius but are not covered by an explicit commission structure will be determined in writing by Company and Contractor.

d.

Commission Agreements. Company and Contractor agree to enter into one or more Commission Agreements specifying the commission amounts and terms of the commissions upon closing the Contracts and transactions in Section 4.b. and 4.c. above.

Section twelve has been replaced in its entirety by the following:

Termination. The Company may terminate this Agreement at any time by 30 working days’ written notice to the Contractor. In addition, if the Contractor is convicted of any

2

INDEPENDENT CONTRACTOR AGREEMENT

crime or offense, fails or refuses to comply with the written policies or reasonable directive of the Company, is guilty of serious misconduct in connection with performance hereunder, or materially breaches provisions of this Agreement, the Company at any time may terminate the engagement of the Contractor immediately and without prior written notice to the Contractor.

Contractor acknowledges there is a reason for concern that Company may not have the cash to cover billed services. In the event of non payment, the Contractor may terminate this agreement immediately.

3.

Except as set forth in this Amendment, the Agreement is unaffected and shall continue in full force and effect in accordance with its terms. If there is conflict between this amendment and the Agreement or any earlier amendment, the terms of this amendment will prevail.

Aquarius Holdings LLC	Contractor: Michael Davis Lawyer
By:	By:
Don Grede		Michael Davis Lawyer
Its: Manager

3

INDEPENDENT CONTRACTOR AGREEMENT

4

EX-10.9

EXHIBIT 10.9

INDEPENDENT CONTRACTOR AGREEMENT

Amendment to Independent Contractor Agreement

1.

This amendment (the "Amendment") dated December 31, 2014, is made by Aquarius Holdings LLC and The Aquarius Group parties to the agreement dated September 1, 2014 (the "Agreement").

2.

The agreement is amended as follows:

Section four has been replaced in its entirety by the following:

Compensation.  As compensation for the services rendered pursuant to this Agreement, the Company shall issue to Contractor shares of common stock in the Issuing Company (the “Shares”) as described below.  The Shares shall be issued within a reasonable time after earned, and the Shares may be subject to certain restrictions, some of which are contained herein, and some of which shall be set forth in the documents annexed thereto at the time of the issuance.

a.

Cash. As compensation for the services rendered pursuant to this Agreement, the Company shall pay the Contractor the sum of One Hundred Fifty Seven Thousand Five Hundred ($157,500.00) Dollars payable as follows:

i.

9/1/14 – 11/30/14: $6,000 per month, for Director of Communication Services

ii.

9/1/14 – 11/30/14: $9,000 per month, for CEO Services

iii.

12/1/14 – 8/31/15: $5,000 per month, for Director of Communication Services

iv.

12/1/14 – 8/31/15: $7,500 per month, for CEO Services

v.

In the event the Company cannot pay in arrears, contractor can settle out in shares or a note. Terms to be negotiated between Company and Contractor.

vi.

Contractor shall submit a monthly invoice to accounting@aquariuscannabis.comwithin five business days of the end of the month, payable Net 10 days from date of invoice receipt.

b.

Auto Allowance. The Company shall reimburse Contractor for reasonable and actual monthly costs associated with the rental of one automobile.

Section twelve has been replaced in its entirety by the following:

Termination. The Company may terminate this Agreement at any time by 30 working days’ written notice to the Contractor. In addition, if the Contractor is convicted of any crime or offense, fails or refuses to comply with the written policies or reasonable directive of the Company, is guilty of serious misconduct in connection with performance hereunder, or materially breaches provisions of this Agreement, the Company at any time may terminate the engagement of the Contractor immediately and without prior written notice to the Contractor.

1

INDEPENDENT CONTRACTOR AGREEMENT

Contractor acknowledges there is a reason for concern that Company may not have the cash to cover billed services. In the event of non payment, the Contractor may terminate this agreement immediately.

3.

Except as set forth in this Amendment, the Agreement is unaffected and shall continue in full force and effect in accordance with its terms. If there is conflict between this amendment and the Agreement or any earlier amendment, the terms of this amendment will prevail.

Aquarius Holdings LLC	Contractor: Lowell Hinte
By:	By:
Don Grede		Davis Lawyer
Its: Manager		Its: Managing Manager

2

INDEPENDENT CONTRACTOR AGREEMENT

3

EX-10.10

EXHIBIT 10.10

AGREEMENT FOR MARKETING AND BRAND DEVELOPMENT SERVICES

This AGREEMENT FOR MARKETING AND BRAND DEVELOPMENT SERVICES (“Agreement”), effective as of December 28, 2014 (“Effective Date”), is by and between Aquarius Cannabis Inc, a Nevada C-Corporation, with offices located at 2214 Clarendon Street, Suite 230, Woodland Hills, CA 91367 (“Aquarius”), and Sysco Pancho LLC, a Washington limited liability company, with offices located at 6262 cambell rd peshastin wa 98847 (“Client”).

1.

Marketing and Brand Development Services. Aquarius will perform services for Client in connection with the planning, provision, creation and/or placing of branding, research, advertising, marketing, consulting, creative and/or digital services for Client, during the Term, as provided in the attached (Attachment A) Statement of Work (“SOW”), incorporated herein by reference (such services are collectively referred to as “Services”). During the term of this agreement, Client may wish to assign additional projects, products, or services to Aquarius beyond the Services outlined in the SOW (“Out-of-Scope Assignments”). Aquarius agrees to accept such Out-of-Scope Assignments only upon a separate written agreement with Client regarding additional compensation to be paid to Aquarius and other relevant terms and conditions. Nothing in this Agreement will be deemed to require Aquarius to undertake any act or perform any services which in its good faith judgment would be misleading, false, libelous, unlawful, in breach of a contract, or otherwise prejudicial to Client’s or Aquarius’s interests.

2.

Subcontractors. Client acknowledges that Aquarius may, in the rendition of the Services hereunder, engage third party suppliers and other vendors and subcontractors (“Subcontractors”) from time to time to provide certain services. Aquarius shall supervise such services and endeavor to guard against any loss to Client as the result of the failure of Subcontractors to properly execute their commitments, but Aquarius shall not be responsible for their failure, acts or omissions, except where such failure, acts or omissions are due to Aquarius’s negligence or willful misconduct. If Client enters into arrangements with third party vendors, subcontractors or suppliers regarding the provision of materials or services (“Preferred Suppliers”) and requests that Aquarius utilize such Preferred Suppliers in the discharge of Aquarius’s obligations hereunder, Client remains solely responsible for such Preferred Suppliers.

3.

Client Approval of Materials. Aquarius shall submit to Client for its approval all elements of any materials to be produced or placed hereunder, including, but not limited to, all copy, layouts, slogans, websites artworks, graphic materials, and photography (collectively, “Materials”). Submission for prior approval of Materials will not be required to the extent that they are preliminary only.

4.

Services to Client’s Designees. Should Client request Aquarius to make purchases for or render services to any parent, subsidiary, or affiliate of Client (“Client Affiliate”), Client and such Client Affiliate shall be jointly and severally liable to Aquarius even though Aquarius may render invoices to, or in the name of, such Client Affiliate.

5.

Fees, Payments, and Expenses.

(a)

Flat Fee.  As compensation for the Services rendered pursuant to this Agreement, Client agrees to pay Aquarius a flat monthly fee of $5,000.00.

Agreement for Marketing and Brand Development Services - 1

(b)

Expenses. Client shall reimburse Aquarius for reasonable out-of-pocket travel expenses, including transportation, lodging, mileage, and meals incurred in rendering Aquarius’ professional services, as well as all necessary incidental expenses (collectively, “Expenses”) Incidental expenses include all expenses incurred for Client’s account in connection with Aquarius’s rendition of services and performance of duties hereunder, including but not limited to the cost of packaging material for shipment, postage, messenger, shipping charges, copyright or trademark charges, website hosting, and any advertisement buys associated with radio, print, or other media and online sources. Aquarius shall obtain Client's prior written authorization before incurring any individual Expense or cost in excess of $50.00. All Expenses not paid directly by Client shall be paid within fifteen (15) days of receipt of Aquarius’ invoice. All Expense reimbursements shall be made at Aquarius’ direct out-of-pocket costs, without any markup for overhead, administrative costs, or otherwise.

(c)

Taxes. Client shall pay, reimburse, and/or hold Aquarius harmless for all sales, use, transfer, privilege, tariffs, excise, and all other taxes and all duties, whether international, national, state, or local, however designated except income taxes, which are levied or imposed by reason of the performance of the professional services under this Agreement, except income taxes.

(d)

Other Fees. Unless otherwise provided in this Agreement, all other services, including Out-of-Scope Assignments, rendered by Aquarius shall be subject to additional compensation under a separate agreement between Aquarius and Client.

(e)

Payment Of Invoices. All invoices shall be paid by Client within fifteen (15) days of receipt. Payments not made within such time period shall be subject to late charges equal to the lesser of (i) one and one-half percent (1.5%) per month of the overdue amount or (ii) the maximum amount permitted under applicable law.  Aquarius may suspend all services on seven

(7) days written notice until the amounts outstanding are paid in full.

6.

Trademarks. Aquarius may create or develop trademarks for Client, in the form of taglines, slogans, logos, designs, or product and brand names (collectively, the “Marks”). Client shall ultimately be responsible for confirming availability and registering such Marks, even though, pursuant to the SOW, Aquarius may assist in coordinating the effort associated with clearing and registering the Marks.

7.

Third Party Licenses. In addition to any other fees set forth in this Agreement, Client shall be required to purchase any applicable third party licenses for any third party products that are necessary for Aquarius to design and develop Client marketing websites. Such third party products may include, but are not limited to: server-side applications, clip art, "back-end" applications, music, stock images, or any other copyrighted work which Aquarius deems necessary to purchase on behalf of Client. In the event any such third party product exceeds

$50.00 per product, Aquarius shall obtain Client's prior written consent before incorporating such third party product.

8.

Marketing. Client hereby grants Aquarius the right to use the name and service marks of Client in its marketing materials or other oral, electronic, or written promotions, which shall include naming Client as a client of Aquarius and a brief scope of services provided. In addition,

Agreement for Marketing and Brand Development Services - 2

Client hereby grants Aquarius the right to display its logo (or other identifying information) and a hyperlink to Aquarius’ website on the home page of Client’ website. Any use of Aquarius’ logos or links on Clients website must be approved in writing by Aquarius. Either party may elect to issue a press release related to this Agreement. In doing so, any release shall be approved by the other party and such approval shall not be unreasonably withheld.

9.

Term and Termination.

(a)

Term. This Agreement will commence on the Effective Date and shall continue and will continue in full force and effect for one (1) year.

(b)

Termination. Either party may terminate this Agreement earlier than the one (1) year term discussed above by giving 48 hours written notice to the other party upon the occurrence of any of the following events:

(i)

Either party wishes to terminate the Agreement, for any reason, and such decision, and respective 48 hours written termination notice to the other party, occurs within ninety (90) days of the Effective Date.

(ii)

The commission by the other party of a material breach of this Agreement, which breach is not cured within thirty (30) days of the other party’s receipt of written notice of such breach; or

(iii)

The other party has or may be commencing a voluntary or involuntary bankruptcy, receivership or similar proceeding with respect to such other party.

(c)

Effect of Termination. Client shall pay Aquarius for all services rendered and work performed up to the effective date of termination. Accordingly, Aquarius will send to Client a final bill for the last month of service prorated by the number of days of service for the respective month prior to termination. Client shall pay the invoice within ten (10) days of receipt.

(d)

Return of Proprietary or Confidential Information. Within ten (10) days after the termination or expiration of this Agreement, each party shall return to the other all Proprietary or Confidential Information (defined below) of the other party (and any copies thereof) in the party's possession or, with the approval of the party, destroy all such Proprietary or Confidential Information.

10.

Confidentiality. The parties agree to hold each other's Proprietary or Confidential Information in strict confidence. “Proprietary or Confidential Information” shall include, but is not limited to, written or oral contracts, trade secrets, know-how, business methods, business policies, memoranda, reports, records, computer retained information, notes, or financial information. Proprietary or Confidential Information shall not include any information which: (i) is or becomes generally known to the public by any means other than a breach of the obligations of the receiving party; (ii) was previously known to the receiving party or rightly received by the receiving party from a third party; (iii) is independently developed by the receiving party; or (iv) is subject to disclosure under court order or other lawful process. The parties agree not to make each other's Proprietary or Confidential Information available in any

Agreement for Marketing and Brand Development Services - 3

form to any third party or to use each other's Proprietary or Confidential Information for any purpose other than as specified in this Agreement. Each party's Proprietary or Confidential Information shall remain the sole and exclusive property of that party. The parties agree that in the event of use or disclosure by the other party other than as specifically provided for in this Agreement, the non-disclosing party may be entitled to equitable relief. Notwithstanding termination or expiration of this Agreement, Aquarius and Client acknowledge and agree that their obligations of confidentiality with respect to Proprietary or Confidential Information shall continue in effect for a total period of three (3) years from the Effective Date.

11.

Responsibilities; Representations and Warranties.

(a)

Aquarius represents and warrants that (i) the Services provided hereunder will be performed in a professional manner, and (ii) any software, hardware, websites, web-based or technology-related Services (collective “Electronic Services”) will be free of material bugs or defects for thirty (30) days after delivery. Such warranty does not extend to any modification of Services by anyone other than Aquarius or its Subcontractors at the time of such modification, any abuse or misuse of Services by Client, or use of Services in an operating environment that differs materially from the specifications agreed to by the parties.

(b)

DISCLAIMER OF WARRANTIES. EXCEPT AS SET FORTH IN THIS AGREEMENT, ELECTRONIC SERVICES ARE PROVIDED on an “AS IS” and “AS AVAILABLE” basis, AND AQUARIUS EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS AND IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

(c)

THIRD PARTY DISCLAIMER. AQUARIUS MAKES NO WARRANTY OF ANY KIND, WHETHER EXPRESS OR IMPLIED, WITH REGARD TO ANY THIRD PARTY PRODUCTS, THIRD PARTY CONTENT OR ANY SOFTWARE, EQUIPMENT, OR HARDWARE OBTAINED FROM THIRD PARTIES.

12.

Indemnities.

(a)

Client Indemnity. Client shall indemnify, defend, and hold harmless Aquarius, its parents, subsidiaries, and affiliated companies, and its and their respective employees, officers, directors, shareholders, and agents (each an “Aquarius Indemnitee”) from and against any and all Loss incurred by an Aquarius Indemnitee based upon or arising out of any third-party claim, allegation, demand, suit, or proceeding (each, a “Claim”) made or brought against any Aquarius Indemnitee with respect to any advertising, branding, research or other products or services which Aquarius prepared or performed for Client hereunder to the extent that such Claim relates, in whole or substantial part, to: (i) the inaccuracy of any information supplied by Client or its agents to Aquarius including, without limitation, information concerning Client’s products and services, the products or services of Client’s competitors or Client’s product or service category; (ii) the use of any marketing, branding, research, advertising, packaging, trademark, software, hardware or other materials, or components thereof, furnished by Client or its agents to Aquarius to be included in any Materials or media placements; (iii) the use of any materials or data provided or created by Aquarius and changed by Client or its agents or used in a manner

Agreement for Marketing and Brand Development Services - 4

different from that agreed by the parties; (iv) risks or restrictions known by Client where Client nonetheless elected to proceed; (v) death, personal injury, or product liability (including health and safety) claims or actions arising from the use of Client’s products and services; (vi) the unauthorized or improper use of Materials or the Marks by Client, Client’s designees, licensees, distributors, franchisees or Client Affiliates; (vii) claims brought by Client’s employees for employment discrimination, other employment or labor disputes, breach of contract, personal injury or other civil law matters, or claims brought by those parties with whom Client has a contractual or supplier relationship; (viii) allegations of patent, trademark or trade dress infringement or any other violation of a patent, trademark or trade dress right; (ix) any material breach of the terms of this Agreement by, or any act of omission of, Client or its agents or employees relating to media commitments made by Aquarius pursuant to Client’s approval as provided for herein; and (x) the negligence, gross negligence, bad faith, or intentional or willful misconduct of Client or its employees, agents or Client Affiliates.

(b)

Aquarius Indemnity. Excluding claims covered by Section 11(a), Aquarius shall indemnify, defend, and hold harmless Client, the Client Affiliates, and their respective employees, members, managers, officers, directors, shareholders, and agents (each a “Client Indemnitee”) from and against any and all Loss incurred by a Client Indemnitee based upon or arising out of any Claim made or brought against Client arising out of the production or dissemination of materials produced hereunder that involve (i) libel, slander, defamation, copyright infringement, right of publicity and/or invasion of right of privacy arising out of work created by Aquarius and in final form (i.e., ready to be disseminated to the public); or (ii) damage to or destruction of personal property, injury to or death of any person directly attributable to or arising out of Aquarius’s negligence or willful misconduct in connection with the performance of the Services hereunder.

(c)

Third Party Investigations of Client. In addition, Client shall reimburse Aquarius for all costs and expenses (including reasonable attorneys’ fees and costs) incurred by Aquarius resulting from any third-party investigation of the acts or practices of Client including, without limitation, any costs or expenses related to compliance with any third party subpoena or other discovery request. Should Aquarius be served with a third party subpoena in connection with Services it performed for Client, Aquarius shall promptly advise Client and consult with Client regarding Aquarius’s response to the subpoena to the extent the subpoena seeks Client data, documents, or information pertaining to Client so that Client may have an opportunity to seek appropriate relief.

(d)

Notification of Claims. A party entitled to be indemnified pursuant to this Section 12 (the “Indemnified Party”) shall provide prompt written notice to the party liable for such indemnification (the “Indemnifying Party”) of any claim or demand which the Indemnified Party has determined has given or could give rise to a right of indemnification under this Agreement. The Indemnifying Party shall promptly undertake to discharge its obligations hereunder. Additionally, the Indemnifying Party shall employ counsel reasonably acceptable to the Indemnified Party to defend any such claim or demand asserted against the Indemnified Party. The Indemnified Party shall have the right to participate in the defense of any such claim or demand at its own expense. The Indemnified Party shall cooperate with the Indemnifying Party in any such defense. In addition, the Indemnified Party shall at all times have the right to fully participate in any settlement which it reasonably believes would have an adverse effect on

Agreement for Marketing and Brand Development Services - 5

its business, but the Indemnified Party shall not make any settlement of any Claims that might give rise to liability of the Indemnifying Party without the prior written consent of the Indemnifying Party. The Indemnified Party shall make available to the Indemnifying Party or its agents all records and other materials in the Indemnified Party’s possession reasonably required by it for its use in contesting any third party claim or demand.

(e)

LIMITATION OF LIABILITY. EXCLUDING INDEMNIFICATION OBLIGATIONS OR DAMAGES ARISING FROM BREACH OF A PARTY’S CONFIDENTIALITY OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE TO THE OTHER, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT OR OTHERWISE, FOR ANY LOST PROFITS (excluding direct damages for Aquarius’s anticipated fees), BUSINESS INTERRUPTION, OR FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LIABILITY, NOR SHALL AQUARIUS’S AGGREGATE LIABILITY FOR ANY OTHER DAMAGES ARISING OUT OF THIS AGREEMENT EXCEED THE REVENUE PAID BY CLIENT TO AQUARIUS IN ACCORDANCE WITH THE APPLICABLE SOW.

13.

Ownership.

(a)

Work Product. All Materials developed or prepared by Aquarius or its employees or Subcontractors for Client hereunder that are subject to copyright, trademark, patent, or similar protection shall become the property of Client and deemed “Work Product” provided that (i) the Materials are produced in final form (i.e., ready to be disseminated to the public) by Aquarius for Client within six (6) months of being proposed by Aquarius and (ii) Client has paid to Aquarius all fees and costs associated with creating and, where applicable, producing the Materials. All title and interest to Work Product shall vest in Client as “works made for hire” within the meaning of the United States Copyright Act. To the extent that the title to any such Work Product may not, by operation of law or otherwise, vest in Client as a work made for hire or any such Work Product may not be considered a work made for hire, all right, title and interest therein is hereby irrevocably assigned by Aquarius to Client. In order to assure that its employees and Subcontractors do not possess proprietary rights in the Work Product that are inconsistent with Client’s possession of such rights, Aquarius will, as necessary, obtain the assignment and conveyance to Client, or to Aquarius for the benefit of Client, of any proprietary rights that such persons or entities may then have or may have in the future to such Work Product.

(b)

Third Party Licenses. Notwithstanding the provisions of Section 11(a) above, it is understood that Aquarius often licenses materials from third parties for inclusion in Work Product. In such circumstances, ownership of such licensed materials remains with the licensor, and Client agrees that it remains bound by the terms of such licenses and that it does not obtain proprietary rights in such third party materials beyond the terms and conditions contained in the pertinent license. Aquarius will keep Client informed of any such limitations.

Agreement for Marketing and Brand Development Services - 6

(c)

Aquarius Materials. Notwithstanding any other provision of this Agreement, Aquarius shall retain all right, title and interest in and to, including any intellectual property rights with respect to, any data, designs, processes, specifications, software, applications, source code, object code, utilities, methodologies, know-how, materials, information and skills (and any derivative works, modifications and enhancements thereto) owned, acquired or developed by Aquarius or its licensors, and regardless of whether incorporated in any Work Product, (i) prior to the Effective Date; (ii) independently of, or not in connection with the performance of, the Services; (iii) in the general conduct of its business or to serve general functions that are not specific to Client’s unique requirements; or (iv) if generally applicable, non-site specific and unrelated to the “look and feel” of the Materials or other deliverable, in connection with the Services (or partially in connection with the Services) (collectively, “Aquarius Materials”). Subject to fulfillment of Client’s payment obligations hereunder, Aquarius hereby grants Client a worldwide, perpetual, irrevocable, royalty-free, nonexclusive license, with right to sublicense (but only for the benefit of Client or its permitted successors or assigns), to use Aquarius Materials actually incorporated into Work Product pursuant to this Agreement as necessary for or in connection with the use, management and maintenance of such Work Product, provided that Client shall not have the right to publish or distribute any Aquarius Materials other than as part of such Work Product or to create derivative works of Aquarius Materials.

14.

Governing Law, Jurisdiction, and Venue. This Agreement and the rights of the parties hereunder shall be governed by and interpreted in accordance with the internal laws of the State of Washington, without regard to its conflict of laws rules or choice of law principles.  Exclusive jurisdiction and venue for any claims made by either party against the other shall be within the state and federal courts located in the State of Washington.

15.

Notices. Notices under this Agreement are sufficient if given by nationally recognized overnight courier service, certified mail (return receipt requested), or personal delivery to the other party at the address below:

If to Aquarius:	Attn: Davis Lawyer
	Aquarius Cannabis Inc
	22144 Clarendon Street
	Suite 230
	Woodland Hills, CA 91367
If to Client:	Attn: Marco Colella
	Sysco Pancho LLC
	6262 campbell rd peshastin wa 98847

Notice is effective: (i) when delivered personally, (ii) three (3) business days after sent by certified mail, or (iii) on the business day after sent by a nationally recognized courier service for next day delivery. A party may change its notice address by giving notice in accordance with this paragraph.

Agreement for Marketing and Brand Development Services - 7

16.

Waiver. The failure of any party to seek redress for violation of or to insist upon the strict performance of any agreement, covenant or condition of this Agreement shall not constitute a waiver with respect thereto or with respect to any subsequent act.

17.

No Third Party Beneficiaries. This Agreement is made solely and specifically among and for the benefit of the parties hereto, and their respective successors and assigns and no other person will have any rights, interest, or claims hereunder or be entitled to any benefits under or on account of this Agreement as a third party beneficiary or otherwise

18.

Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their permitted successors and assigns.

19.

Assignment. Except as may be necessary in the rendition of the Services as provided herein, neither Aquarius nor Client may assign any part or all of this Agreement, or subcontract or delegate any of their respective rights or obligations under this Agreement, without the other party’s prior written consent. Any attempt to assign, subcontract, or delegate in violation of this paragraph is void in each instance.

20.

Paragraph Headings and Captions. Paragraph headings and captions contained in this Agreement are inserted only as a matter of convenience and in no way define, limit or extend the scope or intent of this Agreement or any provision thereof.

21.

Severability. Wherever possible each provision of this Agreement shall be interpreted in such a manner as to be effective and valid under applicable law, but if any provision of this Agreement shall be prohibited by or invalid under any such law, such provision shall be limited to the minimum extent necessary to render the same valid or shall be excised from this Agreement, as the circumstances require, and this Agreement shall be construed as if said provision had been incorporated herein as so limited or as if said provision had not been included herein, as the case may be, and enforced to the maximum extent permitted by law, and the parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in order that the transactions contemplated by this Agreement can be consummated as contemplated.

22.

Force Majeure. Neither Client nor Aquarius shall be liable to the other for any failure, inability, or delay in performing hereunder if caused by any cause beyond the reasonable control of the party so failing, including, without limitation, an Act of God, war, strike, or fire; but due diligence shall be used in curing such cause and in resuming performance.

23.

Independent Contractors; No Partnership or Joint Venture. Client and Aquarius agree that Aquarius shall perform its duties under this Agreement as an independent contractor. Furthermore, Aquarius is not a true party of interest of Client, and therefore, limited in its control over Client’s business pursuant to Washington Administrative Code 314-55-035.

24.

Survival. Provisions of this Agreement, the performance of which by either or both parties, or by their sense and context, are intended to survive, will survive the completion, expiration, termination or cancellation of this Agreement.

Agreement for Marketing and Brand Development Services - 8

25.

Entire Agreement. This Agreement and the Schedules attached hereto constitute the entire agreement between Aquarius and Client relating to the subject matter hereof and supersedes any prior agreement or understandings between them. This Agreement may not be modified or amended unless such modification or amendment is agreed to by both Aquarius and Client in writing.

IN WITNESS WHEREOF, Aquarius and Client have executed this Agreement on the day and date as first appears.

By:
Name:	Marco Colella
Title:	mbn gm

Aquarius Cannabis Inc
By:
Name:	Michael Davis Lawyer
Title:	CEO

Agreement for Marketing and Brand Development Services - 9

Attachment A

STATEMENT OF WORK (SOW)

Aquarius Cannabis LLC (“Aquarius”), in performance of the foregoing Agreement for Marketing and Brand Development Services will perform the following services to Sysco Pancho LLC (“Client”).

·

Plan and provide a retail level product branding strategy for Client.

·

Coordinate, with independent legal counsel hired by Client, all applicable trademark filings for Client.

·

Develop upgraded label designs for the current packaging of Clients branded products.

·

Refine Client’s packaging to increase margins and brand recognition.

·

Create a basic, branded “coming soon” website for Client, including information for retailers selling Client’s products.

·

Coordinate, with independent legal counsel hired by Client, execution of all brand licensing agreements and any other agreements between Client and its producers.

·

Monitor and forecast Client’s production volume and timing.

·

Monitor and forecast production volume and timing for other licensed producers selling marijuana to Client.

·

Prepare and report go-to-market schedules to Client and marijuana retailers.

·

Draft and implement best practices to measure and reduce the cost of processing the products Client sells.

·

Assist Client in developing profitable terms for the wholesale purchase of marijuana from other licensed producers, as well as profitable terms for the distribution and sale of marijuana by Client to licensed retailers.

·

Create, standardize, and coordinate the retailer enrollment process.

·

Coordinate, with independent legal counsel hired by Client, brand licensing agreements for use between Client, and licensed retailers.

·

Assist Client in choosing ongoing strategies for establishing long-term consumer loyalty to Client’s brands, including but not limited to:

o

Ongoing IP development

o

Design and development of online brand

o

Direct consumer marketing

o

Broader retailer enrollment

EX-23.1

EXHIBIT 23.1

To Whom It May Concern:

We hereby consent to the use in the Registration Statement of Aquarius Cannabis Inc. on Amendment No. 1 to Form S-1 of our Report of Independent Registered Public Accounting Firm, dated December 12, 2014, on the balance sheet of Aquarius Cannabis Inc. as of September 30, 2014 and the related statements of operations, changes in shareholders’ deficit and cash flows for the period from Inception (July 3, 2014) to September 30, 2014, our Report of Independent Registered Public Accounting Firm, dated July 18, 2014, on the balance sheets of Aquarius Holdings LLC as of December 31, 2014 and 2013 and the related statements of operations, changes in members’ deficit and cash flows for the years then endedand of our review report dated December 11, 2014, with respect to the unaudited interim financial statements on the balance sheet of Aquarius Holdings LLC. as of September 30, 2014 and the related statements of operations and cash flows for the three and nine month periods ended September 30, 2014 which appear in such Registration Statement.

We also consent to the references to us under the headings “Experts” in such Registration Statement.

Wheat Ridge, (formerly Arvada), Colorado
February 6, 2015	Cutler & Co. LLC

9605 West 49^th Ave. Suite 200 Wheat Ridge, Colorado 80033  ~ Phone 303-968-3281  ~  Fax 303-456-7488  ~  www.cutlercpas.com

CORRESP

Aquarius Cannabis, Inc.

2549 Cowley Drive

Lafayette, CO 80026

February 9, 2015

VIA EDGAR

Division of Corporation Finance

Securities and Exchange Commission

100 F Street N.E.

Washington, D.C. 20549

Attn: Jeffrey P. Riedler

Re:

Aquarius Cannabis, Inc.

Registration Statement on Form S-1

Filed December 12, 2014

File No. 333-200932

Dear Mr. Riedler:

We are in receipt of your comment letter dated January 8, 2015 regarding the above referenced filing.  As requested in your letter, we have provided responses to the questions raised by the Staff.  For your convenience, the matters are listed below, followed by the Company’s responses:

General

1.

We note the following press releases and written communications which allude to a proposed public offering of your securities:

·

the press release labeled “Aquarius Cannabis Files S-1 with the SEC” published by PR Newswire and dated December 17, 2014 (see http://www.prnewswire.com/news- releases/aquarius-cannabis-files-s-1-with-the-sec-300010942.html);

·

the news article labeled “The Green Rush Is On: What Our Investors Know That You Don’t (Yet)” by Patrick Eckstrom and dated December 12, 2014 (see http://aquariuscannabis.com/green-rush-investors-know-dont-yet); and

·

your website, including the statement “the time to invest is now” (see http://aquariuscannabis.com/why-aquarius).

Please supplementally advise us of the activities involving management leading to the generation and public distribution of the three news articles, including the posting of two of the articles on your website, and provide us with your legal analysis as to why these communications are permissible in light of the requirements of the Securities Act of 1933 regarding written

Michael Davis Lawyer

Aquarius Cannabis Inc.

February 9, 2015

communications. Alternatively, advise us of any steps that you have taken to prevent the further distribution or publication of similar communications going forward.  For guidance, please also refer to SEC Release No. 33-8591.

RESPONSE:  We respectfully submit to the Staff that the press release labeled “Aquarius Cannabis Files with the SEC” dated December 17, 2014 was issued by our public relations firm at the direction of our management team.  The sole purpose of this communication was “for informational purposes only” and was not intended to be an “offer” as defined under Section 5 of the Securities Act of 1933 (“the Act”)..  We would also like to note that this press release specifically states that “[T]hese securities may not be sold nor may any offers to buy be accepted prior to the time the registration statement becomes effective.  This press release shall not constitute an offer to sell or the solicitation of an offer to buy……prior to the registration or qualification under the securities laws of any such state or jurisdiction”.

The news article labeled “The Green Rush Is On: What our Investors Know That You Don’t (Yet)” dated December 12, 2014, was created by a social media firm at the direction of our management and subsequently downloaded to our company website.  This article was deemed to be “for informational purposes only”, as is noted in the article. In addition, it did not reference the specific registration of these shares.  The article no longer appears on our website.

Finally, the language ‘the time to invest is now” on our website was referencing the marijuana industry in general, and was not specifically relating to Aquarius, and more definitely was not a solicitation or an offer to invest in our company.  This information was first added to the website when we launched it in August 2014, and did not specifically reference the registration of the shares in this registration statement.  This language has also been removed from our website.

We respectfully submit to the Staff that we have informed all of our consultants that during this “post filing” period and thru the “post effective” period, we will not mention our registration of these shares in any outside communication.  Please also note that this registration statement is for existing selling shareholders, and that we did not receive any proceeds from this offering.

2.

If true, please expand your disclosure to explain that Aquarius Cannabis Inc., a Delaware company, is the predecessor to the registrant. Provide the corporate history for the registrant as required by Item 101 of Regulation S-K, including;

·

how the managers of the registrant became shareholders of Storm Run Acquisition Corp., and

·

how the registrant became the successor to the Delaware company.

If the Nevada company is not the successor to the Delaware company, please advise us as to why this is not the case and expand your disclosure to discuss;

Michael Davis Lawyer

Aquarius Cannabis Inc.

February 9, 2015

·

the prior operations of Storm Run Acquisition and Aquarius Cannabis, the Delaware company, and

·

any affiliation and intended cooperation between the registrant and Aquarius Cannabis, the Delaware company.

RESPONSE:  We respectfully submit to the Staff that the Nevada company is not a successor to the Delaware company.  In early 2014, we initially were going to become public through a reverse merger with “Storm Run Acquisition”, a Form 10 shell company.  We also were initially incorporated in Delaware under the “Aquarius Cannabis” name.  Subsequently, we decided to incorporate in the state of Nevada and pursue an S-1 registration instead of through the reverse merger acquisition.

We never performed the reverse merger with Storm Run Acquisitions and there were never any business operations conducted by or from the Aquarius Cannabis, Delaware corporation.  In addition, we have no intentions of conducting any business operations by or from the Aquarius Cannabis, Delaware corporation in the future.  

3.

You state that your business plan is unique.  However, there are other companies, including Privateer Holdings, which plan to offer branded marijuana products.  Please provide additional disclosure supporting this characterization or alternatively eliminate such statements throughout the prospectus.

RESPONSE:  We respectfully submit to the Staff that we have eliminated such statements from our disclosure.

4.

You characterize the sale of marijuana as legal throughout your prospectus.  For example, on page 1, you state that “[w]e believe our projected revenue stream will be rapid and will grow as legalized marijuana in the U.S. expands.”  Since the use, sale, and possession of marijuana is illegal under federal law, please clarify these statements to distinguish between the legal status of marijuana under state vs. federal law.

RESPONSE:  We respectfully submit to the Staff that we have updated our disclosure to remove that statement “[we] believe our projected revenue stream will be rapid and will grow as legalized marijuana in the U.S. expands.”  In addition, we have revised our disclosure to include language which distinguishes the legal status of marijuana use between state and federal law.

5.

Please disclose why you believe that you “will be the first company with multiple medical marijuana and recreational marijuana brands distributed in multiple states.” Unless you have a reasonable basis to support this assertion, please eliminate this statement throughout the prospectus.

Michael Davis Lawyer

Aquarius Cannabis Inc.

February 9, 2015

RESPONSE:  We respectfully submit to the Staff that we have updated our disclosure to eliminate these statements throughout the prospectus.

6.

You state in the prospectus that your business does not involve the possession of marijuana. Where appropriate, please disclose how you developed your proprietary growing methods and environmental designs without possessing marijuana. If you acquired these assets, please disclose the material terms of the acquisition in the Business section and file the agreement as an exhibit to the registration statement.

RESPONSE:  We respectfully submit to the Staff that we have updated our disclosure to indicate that we contracted with an experienced grower to develop the growing methods and a horticulture specialist to develop the environmental designs to systemize the production process as the “Aquarius Cannabis” brand platform.

Prospectus Summary, page 1

7.

At this time, you must make your choice whether to opt out of the extended transition period for complying with new or revised accounting standards pursuant to Section 107(b) of the Jobs Act. Please revise your disclosure on pages 2, 7, and 8 to disclose your election under Section 107(b) of the Jobs Act:

·

If you have elected to opt out of the extended transition period for complying with new or revised accounting standards pursuant to Section 107(b) of the Jobs Act, include a statement that the election is irrevocable; or

·

If you have elected to use the extended transition period for complying with new or revised accounting standards under Section 102(b) of the Jobs Act, provide a risk factor explaining that this election allows you to delay the adoption of new or revised accounting standards that have different effective dates for public and private companies until those standards apply to private companies. Please revise your disclosure on page 7 under the label “We are an ‘Emerging Growth Company,’ . . .” to state in your risk factor that, as a result of this election, your financial statements may not be comparable to companies that comply with public company effective dates  Include a similar statement in your critical accounting policy disclosures in MD&A.  In addition, consider describing the extent to which any of the disclosure requirement exemptions available to you as an emerging growth company are also available to you as a Smaller Reporting Company.

RESPONSE:  We respectfully submit to the Staff that we revised our disclosure to indicate that we elect to utilize the extended transition period and have updated our disclosure in accordance with the provisions set forth above in this comment.

Michael Davis Lawyer

Aquarius Cannabis Inc.

February 9, 2015

8.

Please briefly describe your proprietary growing methods and environmental designs.

RESPONSE:  We respectfully submit to the Staff that we have updated our disclosure which describes our proprietary growing methods and environmental designs.

9.

Please discuss the products that you plan to offer such as your AquariusPODS.

RESPONSE:  We respectfully submit to the Staff that we have updated our disclosure to discuss the AquariusPODS Product that the Company plans to offer.  At the present time, we are not planning on offering any other products.

10.

Please clarify that the FDA has not approved the sale of marijuana for any medical application.  

RESPONSE:  We respectfully submit to the Staff that we have revised our disclosure to clarify that the FDA has not approved the sale of marijuana for any medical application.

11.

Please discuss the legal status of marijuana under federal law and in Nevada, California, Oregon, and Washington.  Your discussion should include disclosure relating to the legality, separately, of possession, use, distribution, and production.

RESPONSE:  We respectfully submit to the Staff that we have revised our disclosure based upon the above, however, we have not included the analysis for the state of Oregon as we do not plan on conducting business in that state.

12. You state that producers partnering with you will gain access to top-tier experts and consultants. Please identify these top-tier experts and consultants or alternatively clarify that you hope to employ top-tier experts and consultants.

RESPONSE:  We respectfully submit to the Staff that we have revised our disclosure to indicate that we presently do not employ experts and/or consultants but we plan to hire such experts/consultants in the near future.

13.

We note on page 2 that you are planning “to operate a national marijuana branding business in compliance with Federal law.”  Please reconcile this statement with your disclosure on page 10 that you “could be deemed to be participating in marijuana cultivation, which remains illegal.”

RESPONSE:  We respectfully submit to the Staff that we have revised our disclosure and have omitted the language “could be deemed to be participating in marijuana cultivation, which remains illegal” from our disclosure.

Michael Davis Lawyer

Aquarius Cannabis Inc.

February 9, 2015

14.

Please discuss Aquarius Colorado’s current and planned business operations.

RESPONSE:  We respectfully submit to the Staff that we have updated our disclosure to discuss Acquarius Colorodo’s current and planned business operations.

Risk Factors

Once We Start Our Operations  We  Will  Need  Substantial  Capital………….,  page  5

15.

Please discuss the risk that you may not be able to secure financing on favorable terms, if at all, due to the nature of your business.

RESPONSE:  We respectfully submit to the Staff that we have revised our disclosure to incorporate the above language into the referenced “Risk Factor” listed above.

Uncertainty of Profitability, page 6

16.

We note that you do not have any revenue at this time. Please revise your disclosure throughout the prospectus to remove any inference that you currently generate revenue.

RESPONSE:  We respectfully submit to the Staff that we have revised our disclosure to advise that we have entered into a “Marketing and Brand Development Services” agreement with a company effective December 28, 2014, which terms call for a monthly payment of $5,000 for twelve (12) months.  We received our first payment of $5,000 on December 31, 2014 and have included this in our disclosure.  We are also filing the agreement as an “Exhibit” in this filing.

Conflicts of Interest, page 7

17.

Please expand your disclosure to describe any potential or current conflicts of interest of which you are aware. In this regard, please identify any companies that operate or plan to operate in the marijuana industry, including companies that are consulting and service providers, which are owned or managed by any of your officers, directors, or employees.

RESPONSE:  We respectfully submit to the Staff that we have revised our disclosure to address the issues raised in this comment.

Michael Davis Lawyer

Aquarius Cannabis Inc.

February 9, 2015

Our Business is Dependent on Laws Pertaining to the Marijuana Industry, page 10

18.

We note that you “are potentially exposed to criminal liability and property seizure.” Please disclose the potential liabilities, if any, for your company, employees, affiliates, and investors.

RESPONSE:  We respectfully submit to the Staff that we revised our disclosure and the language “are potentially exposed to criminal liability and property seizure” has been omitted.

Because our Business is Dependent Upon Continued Market Acceptance by Consumers………….,  page  11

19.

Please identify the “marijuana pill” sold by pharmaceutical companies you refer to in this risk factor.

RESPONSE:  We respectfully submit to the Staff that the name of the “marijuana pill, is “Marinol”, and we have revised our disclosure to indicate such.

Description of Securities to be Registered, page 20

20.

Please discuss the dividend rights of both your common stock and preferred stock.

RESPONSE:  We respectfully submit to the Staff that we have revised our disclosure to include our dividend policy on our common stock and preferred stock.

Description of Business, 22

21.

Please remove the URLs for news websites from your prospectus.

RESPONSE:  We respectfully submit to the Staff that we have removed the URLs for news websites from our prospectus.

22.

A number of states have minimum good manufacturing practices.  Please disclose if and why you believe that these state-mandated good manufacturing practices create a more consistent product.

RESPONSE:  We respectfully submit to the Staff that we have revised our disclosure to describe why we believe that state-mandated good manufacturing practices create a more consistent product.

Michael Davis Lawyer

Aquarius Cannabis Inc.

February 9, 2015

23.

Please discuss other products such as drugs approved by the FDA that contain a synthetic version of a substance that is present in the marijuana plant.

RESPONSE:  We respectfully submit to the Staff that we have revised our disclosure to include products that contain a synthetic version of a substance that is present in the marijuana plant.

24.

Please discuss the terms of your management service agreements with TAA and TAG. Please include all of the material terms agreed to by the parties. This includes, but is not limited to:

·

the material services provided;

·

payment terms;

·

the duration of the agreement; and

·

the material termination provisions.

RESPONSE:  We respectfully submit to the Staff that we have revised our disclosure to address the issues raised in the above comment.

25.

You provide forward-looking information regarding future sales of marijuana in the U.S. and in Colorado on page 22.  If the disclosure is based on your belief, please provide additional disclosure supporting your belief and discuss the assumptions that form the basis of the forward-looking information.  Alternatively, please disclose any other basis for the disclosure.

RESPONSE:  We respectfully submit to the Staff that we have revised our disclosure to state that the source of information regarding future sales of marijuana in the United States and Colorado was provided by “The ArcView Group”, a professional industry resource for investors, research and progress.

Market Need, page 23

26.

If true, please explain how you plan to create genetic consistency for the marijuana products under your brand name.

RESPONSE:  We respectfully submit to the Staff that we have revised our disclosure that explains how we plan to create genetic consistency for the marijuana products under our brand name.

Michael Davis Lawyer

Aquarius Cannabis Inc.

February 9, 2015

Our Business and Plan of Operation, page 24

27.

Please discuss how you will ensure quality and consistency of marijuana sold under your brand name.

RESPONSE:  We respectfully submit to the Staff that we have revised our disclosure to discuss the quality and consistency of marijuana sold under our brand name.

Business Model, page 24

28.

You state that you will be setting up partnerships with your customers during the next few months.  Please clarify if you are currently in conversations with customers. Alternatively, please revise your disclosure to remove the inference that you are.

RESPONSE:  We respectfully submit to the Staff that we have removed this statement from our disclosure.

Competition, page 25

29.

You explain that you are an ancillary business similar to a real estate agent or a lighting manufacturer.  Please explain how your potential liability differs from a service provider that is not knowingly providing a service related to the cultivation and sale of marijuana.

RESPONSE:  We respectfully submit to the Staff that we have revised our disclosure to address the above issue listed in this comment.

30.

Please identify the competitors such as pharmaceutical companies and individual producers that plan to offer a branded product.

Response:  We respectfully submit to the Staff that we have revised our disclosure to identify the competitors that plan to offer a branded product.  We are unaware of any individual producers that plan to offer a branded product.

Intellectual Property, page 26

31.

Explain why growing methods and environmental designs are proprietary and how you protect them.

RESPONSE:  We respectfully submit to the Staff that we have revised our disclosure to explain why our growing methods and environmental designs are proprietary and how we protect them.

Michael Davis Lawyer

Aquarius Cannabis Inc.

February 9, 2015

32.

If applicable, please discuss any legal limitations on your ability to enforce the protection of your intellectual property due to federal and state laws prohibiting the production and sale of marijuana.

RESPONSE:  We respectfully submit to the Staff that we have revised our disclosure to discuss the legal limitations on our ability to enforce protection of our intellectual property.

Employees, page 26

33.

We note that you have no employees.  We also note that you have two executive officers who are hired as “independent contractors.”  Please expand your disclosure to explain why you have not hired any employees.  Additionally, please supplementally provide us with an analysis as to why these two contractors are not employees under Nevada law.

Response:  We respectfully submit to the Staff that we have updated our disclosure to explain why we have not hired any employees.  Additionally, we submit that we consider our executive officers not to be employees since the contractor agreements of our executive officers are through Aquarius Holdings LLC, a wholly owned subsidiary of Aquarius Cannabis Inc,

Management ’s Discussion and Analysis of Financial Condition and Results of Operations, page 27

34.

Please explain how you will ensure that producers have a “strong, stable market for their medical and recreational marijuana.”

RESPONSE:  We respectfully submit to the Staff that we have revised our disclosure to omit the language “strong, stable market for their medical and recreational marijuana” and have supplemented our disclosure with additional information.

Liquidity and Capital Resources, page 27

35.

Please disclose how long you expect your business operations to continue with your current amount of cash and cash equivalents. If you expect that your business operations cannot continue for twelve months given your current cash and cash equivalents, please disclose the amount of additional financing necessary to continue operations for twelve months.

RESPONSE:  We respectfully submit to the Staff that we have revised our disclosure to address the above listed issues in this comment.

Michael Davis Lawyer

Aquarius Cannabis Inc.

February 9, 2015

Liquidity and Capital Resources for the nine months………….,  page 33

36.

Please explain why Aquarius Colorado purchased grow lights and any plans that you have for these grow lights.

RESPONSE:  We respectfully submit to the Staff that we have revised our disclosure to state that the purchase of glow lights was for research and development purposes.

Executive Compensation, page 35

37.

Please update your executive and director compensation disclosure to include the registrant’s last completed fiscal year. You should continue to provide 2013 executive compensation information in your Summary Compensation Table.

RESPONSE:  We respectfully submit to the Staff that we have revised our disclosure to include executive and director compensation for the nine months ended September 30, 2014 along with 2013 executive and director compensation information.

Security Ownership of Certain Beneficial Owners and Management, page 37

38.

Please identify the natural person or persons who exercise the voting and/or dispositive powers with respect to the shares beneficially owned by the Aquarius Group, LLC.

RESPONSE:  We respectfully submit to the Staff that we have updated our disclosure to address the issue raised in this comment.

Transactions with Related Persons, Promoters and Certain Control Persons and Director

Independence, page 38

39.

We note that TAA and TAG provide management services to you.  Please expand your disclosure to provide the information required by Item 404(a) of Regulation S-K.  In this regard, please specifically address whether Mr. Lawyer or Mr. Grede personally provide services to you through either of these companies.

RESPONSE:  We respectfully submit to the Staff that we have revised our disclosure to address the issue listed in this comment letter.

Index to Financial Statements, page F-1

40.

Provide pro forma financial information specified by Rule 8-05 of Regulation S-X for the December 1, 2014 share exchange with Aquarius Colorado or tell us why you believe such information is not required.

Michael Davis Lawyer

Aquarius Cannabis Inc.

February 9, 2015

RESPONSE:  We respectfully submit to the Staff that included on page 6 under Summary of Financial Information we disclose the following:

“As the Share Exchange did not occur prior to September 30, 2014, we are not yet able to present consolidated financial statements for Aquarius that are inclusive of our now wholly-owned subsidiary Aquarius Colorado.”

We will work diligently to submit consolidated financial statements as of December 31, 2014, in our future amended S-1 filings.

Statements of Cash Flows, page F-6

41.

Explain to us how your operating activities provided cash when you report a net loss and no revenues or revise the statement as necessary.  Also, the amounts presented do not total to the amount shown.  Please revise as necessary.

RESPONSE:  We respectfully submit to the Staff that we have revised our “Statement of Cash Flows” accordingly for the footing error of not including a $20 loan from employee and correspondingly reclassified this amount in the balance sheet and provided necessary footnote disclosure explaining these revisions.  All other expenses leading to the $1,100 loss was paid on our behalf by Aquarius Colorado and properly disclosed in Due to Related Party activity in the operating section.

Note 1 Nature of Operations, page F-7

42.

Provide us the ownership of Aquarius Cannabis Inc. and Aquarius Holdings LLC just prior to the December 1, 2014 exchange transaction which demonstrates that the December 1, 2014 exchange was a common control transaction pursuant to ASC 805-50, if true.

RESPONSE:  We respectfully submit to the Staff that Aquarius Cannabis, Inc. was under common control at the time of formation. The owners sold or gave away most of their controlling interest prior to the exchange transaction so the exemption from ASC 805-50 does not apply.

Report of Independent Registered Public Accounting Firm, page F-14

43.

The financial statements are labeled as those of Aquarius Holdings LLC.  The report opines on the financial statements of Aquarius Holding LLC.  Please revise the disclosure as necessary to address this inconsistency.

RESPONSE:  We respectfully submit to the Staff that our auditor has revised his report to address this inconsistency.

Michael Davis Lawyer

Aquarius Cannabis Inc.

February 9, 2015

Note 6 Convertible Notes Payable, page F-37

44.

You state on page 17 “Upon conversion of all of the convertible promissory notes issued by Aquarius Colorado, we will have up to 24,282,500 shares of Common Stock outstanding.”  However, in this note you indicate the notes are not currently convertible and won’t be convertible until if and when your common stock is listed on the OTC BB. Please reconcile these two statements and revise the disclosure as necessary.

RESPONSE:  We respectfully submit to the Staff that we have revised our disclosure on page 20 under Selling Security Holders to align with the footnote to the financial statements.

Exhibits

45.

Please file the TAA and TAG agreements as exhibits pursuant to Item 601(b)(10) of Regulation S-K. Alternatively, please provide us with an analysis supporting your determination that the agreement is not material to the company.

RESPONSE:  We respectfully submit to the r Staff that the “TAA” and the “TAG” agreements were submitted in our disclosure as Exhibits 10.3 and 10.4, respectfully.

46.

Please file the convertible promissory notes issued by Aquarius, the promissory note issued to Mr. Hagel, and the promissory note issued to Mr. Rudyak as exhibits.

RESPONSE:  We respectfully submit to the Staff that we are filing the promissory notes issued to Mr. Hagel and Mr. Rudyak as “Exhibits” to this registration statement.

Other Comments

47.

Please file all exhibits as soon as practicable. We may have further comments upon examination of these exhibits.

RESPONSE:  We respectfully submit to the Staff that all relevant exhibits have now been filed.

48.

Please supplementally provide us with copies of all written communications, as defined in Rule 405 under the Securities Act, that you, or anyone authorized to do so on your behalf, present to potential investors in reliance on Section 5(d) of the Securities Act, whether or not they retain copies of the communications.

RESPONSE:  We respectfully submit to the Staff that there are no written communications, as defined in Rule 405 under the Securities Act, that were presented to potential investors in reliance on Section 5(d) of the Securities Act.  

Michael Davis Lawyer

Aquarius Cannabis Inc.

February 9, 2015

The Company acknowledges that:

· should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

· the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

· the company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Sincerely,

AQUARIUS CANNABIS, INC.

By:	/s/ Michael Davis Lawyer
Name: Michael Davis Lawyer
Title: Chief Executive Officer