SecProbe.io

March 23 , 2015

Via E -Mail
Itamar Borochov
Chief Executive Officer
Cannabics Pharmaceuticals Inc.
#3 Bethesda Metro Center
Suite 700
Bethesda, MD 20814

Re: Cannabics  Pharmaceuticals Inc.
 Form 10-K for the Fiscal Year  Ended August 31 , 2014
Filed December 15, 2014
File No. 000-52403

Dear Mr. Borochov :

We have reviewed your filing s and have the following  comment s.  In our comment s, we
may ask you to provide us with information so we may better understand your disclosure.

Please respond to these comments  within ten business days by prov iding the requested
information  or advise us when you will provide the requested response.   If you do not believe our
comment s apply to your facts and circumstances, please tell us why in your response.

After reviewing your response to these comments, we may have additional comments.

Form 10 -K for the Fiscal Year Ended August 31, 2014

Item 1. Description of Business , page 1
Regulation s, page 7

1. Please reconcile the disclosure in this section that you license your proprietary
technology with the disclosure on page 6 that you are preparing to launch your line of
Cannabics SR products in eligible states in the U.S.   In addition, please  provide a more
detailed discussion of the U.S. regulation of your proposed product and discuss the risks
to the company.   Clarify whether your proposed product would require U.S. Food and
Drug Administration  approval.   If so, discuss the process for approval.

Itamar Borochov
Cannabics Pharmaceuticals Inc.
March  23, 2015
Page 2

 Item 8. Financial Statements and Supplementary Data, page F -1
Notes to Consolidated Financial Statements, page F -7
Note 5 – Intangible Assets, page F -12

2. We note that Cannabics , Inc. acquired a majority of your outstanding stock resulting in a
change in control on April 25, 2014.  Pursuant to a Collaboration & Exclusivity
Agreement executed on July 24, 2014, you issued 18,239,594 shares of your common
stock, valued at $0.25 per share, to Cannabics, Inc. in exchange for its institutional
knowledge.  You recorded intangible assets of $4,409,899 which was calculated by
reducing the total value of the shares of $4,559,899 by $150,000 cash received.  Please
address the following:

 explain to us how you accounted for the transactions and tell us what guidance
you used to record the intangible assets;

 tell us why you did not consider the combined transactions as either a reverse
recapitalization of Cannabics , Inc. or as the simultane ous acquisition of a parent’s
assets and succession to the parent’s business, both of which would requ ire
historical cost accounting; and

 tell us why you have not filed a Form 8 -K that included information that would
have been filed in a Form 10 as if Cannabics , Inc. were the registrant or a Form 8 -
K (Items 2.01 and 9.01) to file audited financial statements for a company whose
business you have succeeded as a result of acquiring its assets.

Item 11.   Executive Compensation, page 18

3. Please include the summary compensation table and/or directors’ compensation table as
required by Item 402 of Regulation S -K.  In addition, please add a narrative discussing
the compensation paid to the one director and clarify the capacity in which the
compensation was paid, i.e. as an officer or director.

Item 12.   Security Ownership of Certain Beneficial Owners and Management, page 18

4. We note that your officers and directors are all directors of Cannabics, Inc., which owns
88.3% of your common stock.   Please advise whether these individuals are the control
persons for Cannabics, Inc.   If so, please provide clear disclosure in the table and revise
the amount held by officers and directors as a group.   If not, please clearly disclose the
control person( s).  Please provide us with draft disclosure.

Item 15. Exhibits, page 20

5. With the exception of the certifications required by Item 601(b)(31) and (32), you have
not filed the exhibits required by Item 601 of Regulation S -K, including your articles of

Itamar Borochov
Cannabics Pharmaceuticals Inc.
March  23, 2015
Page 3

 incorporation, bylaws, subsidiaries, and material contracts.   Please file all the required
exhibits, or as applicable incorporate them by reference.   For guidance we direct your
attention to Question 146.02 of the Compliance and Disclosure Interpretations:
Regulation S -K at http://www.sec.gov/divisions/corpfin/guidance/regs -kinterp.htm .

Signatures, page 21

6. Please revise to include the signatures of your principal accountin g officer or controller
and at least a majority of the board of directors.   Refer to General Instruction D(2)(a) for
guidance.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing s to be certain that the fi lings include the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.  Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

 In responding to our comment s, please provide a written statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the
filing;

 staff comments or changes to disclosure in response to staff comments do not
foreclose the Commission from taking any action with respect to the filing; and

 the company may not assert staff comments as a defense in any proceeding initiated
by the Commission or any person under the federal securities laws of the United
States.

You may contact Julie Marlowe at (202) 551 -5395 or me at (202) 551 -3871 if you have
questions regarding comments on the financial statements and related matters.  Please contact
Hillary Daniels  at (202) 551 -3959 or Pamela Howell  at (202) 551 -3357 with any other questions.

Sincerely,

 /s/Tia L. Jenkins

Tia L. Jenkins
Senior Assistant Chief Accountant
Office of Beverages, Apparel, and
Mining