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#3 BETHESDA METRO CENTRE

SUITE 700

BETHESDA, MD 20814

---------

Tel (877) 424-2429

Cannabics.com

August 14th, 2015

U.S. Securities & Exchange Commission

Corporate Finance Division

Washington, DC 20549

Attn: Ms. Julie Marlowe

Re: Cannabics Pharmaceuticals Inc.

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

Filed December 15, 2014

File No. 000-52403

Dear Ms. Marlowe,

We are in receipt of your
letter dated June 22nd, 2015 regarding Cannabics Pharmaceuticals Inc. and the aforementioned filing. Below please find
our respective responses:

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

Item 1. Description of Business, page 1

Regulations, page 7

 1. We note your response to comment 1 and the proposed revision. Please also confirm whether you will
revise the references in the 10-K to your line of Cannabics SR products.

RESPONSE:
Yes, we intend to revise as drafted in our last Response pertaining to use of the term “our
line” of products. Such can be seen in our Draft 10-K/A attached
hereto.

 2. We note your response to comment 2 regarding the company’s medical claims about its products
and your explanation regarding FDA approval and we reissue the comment. We continue to note the references to your product Cannabics
SR as “long-acting medical cannabis capsule … indicated initially as a palliative therapy for cancer patients”
on page 2. We even note the reference to this as a “medical product” on page 9 of the Form 10-Q for the fiscal quarter
ended February 28, 2015. Please reconcile and provide a more detailed discussion of the U.S. regulation of your proposed product
in your amended Form 10-K. Please provide us with any proposed revisions.

U.S. Securities & Exchange Commission

Page 2

RESPONSE:
- The premise of your Comment (in fact it is explicitly written) states “your proposed product”. We do not
propose to create any product. The unclarity clearly derives from our previous filings wherein it would appear the Issuer
is producing a product, which is not the case. Again, the company merely licenses its IP to a licensed manufacturer.
What regulatory schema that manufacturer must follow is neither specifically known nor a legal or regulatory issue for the issuer.
What we verify before licensing our IP is that the manufacturer holds a current valid Medical Marijuana Infused Products Manufacturer’s
License (§12-43.3-404 CRS). To date we have engaged only one
manufacturer (Mountain High). We provide the manufacturer with the proprietary knowledge of how to create a time released capsule,
nothing more. The Issuer is not on site, has no agents present, and has no part whatsoever in the manufacturing, creating,
packaging, holding, delivering or selling of any product whatsoever; the Issuer is and remains in Israel in their laboratories.
The legal privity between the Issuer & the manufacturer ends upon the manufacturer’s creation of the capsule, which is
theirs’ alone, and solely bears their name. There is no “Cannabics capsule” or “Cannabics
Product”. As such, the company is not under any US regulatory scheme for simply providing knowledge of a slow
release capsule. Any regulations which may apply, be they state or Federal, fall entirely upon the licensed manufacturer. As previously
proffered, the Issuer does not manufacture, distribute, dispense, or possess any controlled substance, including Cannabis.

Again, as proffered in
our last response, the company is not under the Aegis of the FDA for their abstract knowledge (IP); because, as previously
stated, the Issuer simply licenses IP, nothing more. As such by definition needs no specific FDA approval as it is not manufacturing
anything. The FDA is an issue for a manufacturer of a product.

The apparent incongruity
here is within the previous description (as you have noted) wherein it appears that the Issuer is manufacturing a product, which
is not the case. The Company proposes to revise the 10-K (as well as website) to more accurately convey that it is only the holder
of IP, and not that it “produces a medical product”, which is counter-factual.

 3. We note your response to comment 3, including your assertions regarding the distinction between
the licensing of your technology and products containing cannabis, and we partially reissue the comment. The filing and your website
continue to represent that the company’s “Cannabics SR” products contain medical cannabis and may be intended
for sale in the U.S. (e.g., your website states that the company has filed a patent application with the U.S. Patent & Trademark
Office for the medical cannabis capsule product). Please reconcile or further advise. Please also revise your disclosure to alert
investors that your operations could be deemed to facilitate the selling or distribution of marijuana in violation of the federal
Controlled Substances Act, or to constitute aiding or abetting, or being an accessory to, a violation of that Act as previously
requested.

U.S. Securities & Exchange Commission

Page 3

RESPONSE –Your Comment is premised
on the phrase “Cannabics SR” products contain medical cannabis and may be intended for sale in the U.S.” Part
of this response was encapsulated in #2 supra, wherein we propose to clarify & reword the use of “The Company’s
SR Products” (we have no products). Moreover, I would point out that the simple filing of a Patent at the USPTO does
not, by itself bring such technology “into the US market”. Approximately 70% of the filings at the USPTO are foreign
filers, which does not as a matter of law bring them under US jurisdiction (See International
Shoe Co. v. Washington, 326 U.S. 310). The issue (which was admittedly blurred in our previous filings) is that the Issuer
does not “do” anything within the US (or anyplace else), rather grants a licensing IP for a manufacturer to create
a capsule. It is that manufacturer who well may be under the various auspices you had mentioned, but not the Issuer, who
takes no part in their undertakings.

I would note that Corporate Finance’s
first Comment relating to this matter stated “please provide a more detailed discussion of the U.S. regulation of
your proposed product and discuss the risks to the company” Again, this was premised upon the mistaken belief
that the Issuer produces a product. While I believed there is no requirement to provide Risk Factors, I voluntarily proffered several
as it related to the general discussion. I had proffered six separate proposed standard Risk Factors. To this you
then suddenly added the surprise request in your 3rd Comment letter requesting the Issuer to “alert investors
that your operations could be deemed to facilitate the selling or distribution of marijuana in violation of the federal Controlled
Substances Act, or to constitute aiding or abetting, or being an accessory to, a violation of that Act”. I sent two ½
pages of explicit and annotated Federal Case law clearly pointing out that this Issuer could not meet the minimum requirements
for charges of “facilitating or aiding/abetting” under the CSA (or any criminal code). These are scientist who
devise IP on another continent, nothing more. I also pointed out that this is in effect, corporate suicide as we have been warned
quite clearly this week by our PCAOB Auditor that should said sentence enter into the 10-K/A, that they would have no choice but
to immediately resign & file an 8-K to that effect as they cannot be seen as giving counsel to one who may be in active
violation of Federal laws. Beyond this, it will clearly be deemed violate of the underlying requirements of the company’s
licensing under the Israeli Health Ministry. In essence, you are proposing a Risk Factor which is not only a legal factual impossibility,
but would additionally render the Issuer without a PCAOB Auditor & likely have their Israeli license revoked, essentially destroying
the public company – all under a mistaken fact pattern.

Given the better
clarity on the Issuer’s activities (which was previously lacking) it objectively appears that such a claim is simply not
necessary. Moreover, it is the position of the Issuer that no Risk Factors need be provided as we are a “Smaller
Reporting Company” under Item 503(c) of Regulation S-K (§229.503(c), and our 10-K/A shall remain as previously filed
with regard to Risk Factors. However we propose to submit the following language:

U.S. Securities & Exchange Commission

Page 4

“Cannabics Pharmaceuticals Inc. is
purely a Bio-Technology Pharmaceutical company which licenses use of its Intellectual Property, it does not produce or provide
any product in any location. We are duly licensed by the Israeli Health Ministry for our research in Israel. Beyond the Israeli
Health Ministry (by whom we are licensed), we are not under the aegis of any Federal or State regulatory scheme. It is assumed
that any licensee of ours would be under certain state or federal regulations, which must be scrupulously adhered to. We therefore
can only license our products to licensed and certified governmentally approved manufacturers.

As is well known, US Federal regulations
continue to consider Cannabis a schedule 1 drug, meaning that it has no known medicinal properties, and thus illegal under Federal
US laws. It is imperative for the reader of this report to recognize that the company itself does not manufacture, distribute,
or dispense any controlled substances, Rather it develops proprietary technologies that are then licensed for use by certified
and governmentally approved manufacturers. . However, this factor should not be discounted when assessing potential exposure in
investing with our company.”

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

 4. It appears that you acquired the intangibles for a particular research and development project.
Since you did not acquire these intangibles as part of a business combination, you must demonstrate that the intangibles have future
uses other than the particular research and development project in order to treat them as assets, see FASB ASC 350-30- 25-5. If
you cannot demonstrate that the intangibles have alternate future uses (in other research and development projects or otherwise),
the cost of the intangibles must be charged to expense in accordance with FASB ASC 730. Further, you stated Cannabics Inc. acquired
control of Cannabics Pharmaceuticals Inc. on April 25, 2014 through a purchase of 20.5 million shares of your restricted stocks.
Hence, Cannabics Inc. and Cannabics Pharmaceuticals Inc. are under common control and the transaction occurred in August 2014 could
not have been accounted as fair value. Please advise or revise the financial statements as necessary.

RESPONSE -Upon further review of the
guidance under ASC 845-10-15-4(b), the Company has determined that Fair Value is not an allowable measurement in this situation
where there are entities under common control and cost should be used based on the carrying book value of the seller’s intangible.
In this instance, the seller had previously expensed all costs associated with the intangible, and therefore, the book value was
zero. During the original transaction, the only other asset the Company received in exchange for the common stock was $150,000
in cash. The transaction value will be limited to the $150,000. Therefore, the Company’s expectations is to file amended
financial statements to correct the error as attached in the draft 10-K/A attached hereto.

U.S. Securities & Exchange Commission

Page 5

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

 5. We note your response to comment 6 and we reissue the comment. Please clearly disclose the control
person(s) of Cannabics Inc. in the filing.

RESPONSE: In our first Response of April
20th, 2014 we provided a full table showing name, and percentage ownership of all members of Cannabics, Inc. This table
is included within our 10-K/A for your review.

Signatures, page 21

 6. We reissue comment 7. Please revise the filing to include the signature of your principal accounting
officer or controller. Refer to General Instruction D(2)(a).

RESPONSE: We have revised the filing
to include the signature of the principal accounting officer as requested.

In conclusion, the Company
acknowledges that the Company is responsible for the adequacy and accuracy of the disclosure in the filing, the 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 does 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.

Should you have any questions
or comments, please do contact me at any time. Thank you for your assistance in this matter.

    Sincerely yours,

    David E. Price, Esq.

    Corp Secretary & Counsel

DEP/mc

Cc: Board of Dirs.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

_______________

 FORM 10-K/A

_______________

    T
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended August 31, 2014

or

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

For the transition period from ______
to ______.

Commission File Number: 333-192759

___________________________________________________

CANNABICS PHARMACEUTICALS INC.

(Exact name of
registrant as specified in its charter)

___________________________________________________

    Nevada

    20-3373669

        (State or other jurisdiction of

        incorporation or organization)

    (IRS Employer Identification No.)

        #3 Bethesda Metro Center, Suite
        700

        Bethesda, MD

    20814

    (Address of principal executive offices)

    (Zip Code)

Registrant's telephone number, including
area code: 877 424-2429

___________________________________________________

Securities registered under Section 12(b)
of the Act:

None

Securities registered under Section 12(g)
of the Act:

Common Stock, $.0001 Par Value

(Title of class)

___________________________________________________

Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. o
 Yes  x  No

Indicate
by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. o
 Yes  x  No

Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the issuer was required to file such reports), and
(2) has been subject to such filing requirements for the past 90 days. x
 Yes  o  No

Indicate
by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive
Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the
preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). x
 Yes  o  No

 Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not
contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K/A or any amendment to this Form 10-K/A.  x

Indicate by check mark whether the registrant is a large accelerated
filer, an accelerated filer, a non-accelerated filer or a smaller reporting company filer. See the definitions of "large accelerated
filer", "accelerated filer" and "smaller reporting company" i