APPCOIN INNOVATIONS INC.
|
(Name of Issuer)
|
Common Stock, $0.001 Par Value
|
(Title of Class of Securities)
|
03780Q102
|
(CUSIP Number)
|
copy to:
AppCoin Innovations Inc.
3250 Oakland Hills Court, Fairfield, CA 94534 James Geiskopf 702.208.6368 |
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
|
August 21, 2017
|
(Date of Event which Requires Filing of this Statement)
|
CUSIP No.
|
03780Q102
|
1
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
|||
James Geiskopf
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
|||
(a) [ ]
(b) [ ]
|
||||
3
|
SEC USE ONLY
|
|||
|
||||
4
|
SOURCE OF FUNDS (See Instructions)
|
|||
PF
|
||||
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
|
|||
[ ]
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|||
United States
|
||||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
|
||
1,000,000
|
||||
8
|
SHARED VOTING POWER
|
|||
Nil
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|||
1,000,000
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|||
Nil
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|||
1,000,000 shares of common stock
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
|
|||
[ ]
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|||
16.67% based on 6,000,000 issued and outstanding as of August 21, 2017.
|
||||
14
|
TYPE OF REPORTING PERSON (See Instructions)
|
|||
IN
|
(a) |
Name: James Geiskopf.
|
(b) |
Residence or business address: 3250 Oakland Hills Court, Fairfield, CA 94534.
|
(c) |
During the last five years, Mr. Geiskopf has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanours).
|
(d) |
During the last five years, Mr. Geiskopf was not a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
|
•
|
the acquisition by any person of additional securities of the issuer, or the disposition of securities of the Issuer;
|
|
•
|
an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries;
|
|
•
|
a sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries, although Mr. Geiskopf has disclosed that he is investigating other business opportunities for the Issuer;
|
|
•
|
any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board;
|
|
•
|
any material change in the present capitalization or dividend policy of the Issuer;
|
|
•
|
any other material change in the issuer's business or corporate structure, including but not limited to, if the Issuer is a registered closed-end investment company, any plans or proposals to make any changes in its investment policy for which a vote is required by Section 13 of the Investment Company Act of 1940;
|
|
•
|
changes in the Issuer's charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the issuer by any person;
|
|
•
|
causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association;
|
|
•
|
a class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act; or
|
|
•
|
any action similar to any of those enumerated above.
|
10.1 |
Transfer Agreement (incorporated by reference from our Current Report on Form 8-K filed with the Securities and Exchange Commission on August 23, 2017).
|
Dated: August 28, 2017
|
/s/ James Geiskopf
Signature |
James Geiskopf
|
1.
|
Option to Purchase
|
2.
|
Closing of Purchase of Shares
|
(a)
|
the Seller will deliver to the Purchaser, the following documents:
|
(i)
|
share certificates representing the Shares registered in the name of the Purchaser, and
|
(ii)
|
all other documents and instruments as the Purchaser may reasonably require; and
|
(b)
|
the Purchaser will deliver to the Seller a cheque for the Purchase Price.
|
3.
|
Representations and Warranties
|
(a)
|
the Seller is the beneficial and registered owner of the Shares free and clear of all liens, charges and encumbrances of any kind whatsoever;
|
(b)
|
there are no written instruments, buy-sell agreements, registration rights or agreements, voting agreements or other agreements by and between or among the Seller or any other person, imposing any restrictions upon the transfer, prohibiting the transfer of or otherwise pertaining to the Shares or the ownership thereof;
|
(c)
|
the Seller has the power and capacity and good and sufficient right and authority to enter into this Agreement on the terms and conditions set forth in this Agreement and to transfer the legal and beneficial title and ownership of the Shares to the Purchaser;
|
(d)
|
no person, firm, corporation or entity of any kind has or will have any agreement or option or any right capable at any time of becoming an agreement to:
|
(i)
|
purchase or otherwise acquire the Shares; or
|
(ii)
|
require the Seller to sell, transfer, assign, pledge, charge, mortgage or in any other way dispose of or encumber any of the Shares other than under this Agreement;
|
(e)
|
this Agreement and all other documents required to be executed and delivered by the Seller have been duly, or will when executed and delivered be duly, executed and delivered by the Seller, and constitute the legal, valid and binding obligations of the Seller, enforceable against the Seller in accordance with their terms, subject to laws of general application relating to bankruptcy, insolvency, the relief of debtors, specific performance, injunctive relief and other equitable remedies;
|
(f)
|
the Seller has not taken any action which would impose any obligation or liability to any person for finder’s fees, agent’s commissions or like payments in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby;
|
(g)
|
the Seller acquired the Shares in a transaction exempt from the registration requirements of the U.S. Securities Act of 1933 (the “1933 Act”) either (i) pursuant to Section 4(a)(1) of the 1933 Act, or (ii) pursuant to Section 4(a)(2) of the 1933 Act in the event that the Seller is deemed an underwriter; and
|
(h)
|
the Seller is not an "underwriter" (as such term is defined in Section 2(11) of the 1933 Act) of any securities of the Company.
|
(a)
|
the Purchaser has the power and capacity and good and sufficient right and authority to enter into this Agreement on the terms and conditions set forth in this Agreement;
|
(b)
|
this Agreement and all other documents required to be executed and delivered by the Purchaser have been duly, or will when executed and delivered be duly, executed and delivered by the Purchaser, and constitute the legal, valid and binding obligations of the Purchaser, enforceable against the Purchaser in accordance with their terms, subject to laws of general application relating to bankruptcy, insolvency, the relief of debtors, specific performance, injunctive relief and other equitable remedies;
|
(c)
|
the Purchaser has not taken any action which would impose any obligation or liability to any person for finder’s fees, agent’s commissions or like payments in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby;
|
(d)
|
the sale of the Shares to the Purchaser as contemplated in this Agreement complies with or is exempt from the applicable securities legislation of the jurisdiction of residence of the Purchaser;
|
(e)
|
the Purchaser has had access to all of the books and records of the Company and accordingly agrees that it is familiar with and has access to information regarding the Company similar to information that would be available in a registration statement filed by the Company under the 1933 Act;
|
(f)
|
(g)
|
the Purchaser (i) has adequate net worth and means of providing for the Purchaser’s current financial needs and possible personal contingencies, (ii) has no need for liquidity in this investment, and (iii) is able to bear the economic risks of an investment in the Shares for an indefinite period of time;
|
(h)
|
the Purchaser understands and agrees that the Shares are being offered only in a transaction not involving any public offering within the meaning of the 1933 Act; and
|
(i)
|
the Purchaser is not acquiring the Shares as a result of any form of general solicitation or general advertising including advertisements, articles, notices or other communications published in any newspaper, magazine or similar media or broadcast over radio, or television, or any seminar or meeting whose attendees have been invited by general solicitation or general advertising.
|
(a)
|
a fully completed and executed Investor Questionnaire in the form attached as Exhibit 1 hereto; and
|
(b)
|
such other supporting documentation that the Seller or its legal counsel may request to establish the Purchaser’s qualification as a qualified purchaser.
|
4.
|
Legending and Registration of Subject Shares
|
5.
|
Entire Agreement
|
6.
|
Expenses
|
7.
|
Proper Law
|
8.
|
Further Assurances
|
9.
|
Notices
|
10.
|
Electronic Means
|
11.
|
Counterparts
|
EXECUTED by JAMES GEISKOPF in the presence of:
___________________________________________ Signature
___________________________________________ Print Name
___________________________________________ Address
___________________________________________ Occupation
|
)
) ) ) ) ) ) ) ) ) ) ) ) |
/s/ James Geiskopf JAMES GEISKOPF |
EXECUTED by ABEIR HADDAD in the presence of:
___________________________________________ Signature
___________________________________________ Print Name
___________________________________________ Address
___________________________________________ Occupation |
)
) ) ) ) ) ) ) ) ) ) ) ) |
/s/ Abeir Haddad ABEIR HADDAD |
1. |
the Purchaser has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of the transactions detailed in the Transfer Agreement and the Purchaser is able to bear the economic risk of loss arising from such transactions;
|
(A)
|
a director, officer, employee, founder or control person of the Company or a director, officer or employee of an affiliate of the Company
|
|
(B)
|
a spouse, parent, grandparent, brother, sister, child or grandchild of a director, executive officer, founder or control person of the Company
|
|
(C)
|
a parent, grandparent, brother, sister, child or grandchild of the spouse of a director, executive officer, founder or control person of the Company
|
|
(D)
|
a close personal friend of a director, executive officer, founder or control person of the Company
|
|
(E)
|
a close business associate of a director, executive officer, founder or control person of the Company
|
|
(F)
|
a spouse, parent, grandparent, brother, sister, child or grandchild of the selling security holder or the selling security holder’s spouse
|
|
(G)
|
an accredited investor
|
|
(H)
|
a company, partnership or other entity of which a majority of the voting securities are beneficially owned by, or a majority of the directors are, persons described in paragraphs A to G
|
|
(I)
|
a trust or estate of which all of the beneficiaries or a majority of the trustees or executors are persons described in paragraphs A to G
|
3. |
if the Purchaser has checked box B, C, D, E, H or I in paragraph 2 above, the director, executive officer, founder or control person of the Company with whom the undersigned has the relationship is:
|
4. |
if the Purchaser has ticked box G in Section 2 above, the Purchaser satisfies one or more of the categories of "accredited investor" (as that term is defined in National Instrument 45-106) indicated below (please check the appropriate box):
|
☐ |
(a) an individual who beneficially owns financial assets (as defined in National Instrument 45-106) having an aggregate realizable value that, before taxes but net of any related liabilities (as defined in National Instrument 45-106), exceeds CDN$5,000,000;
|
☐ |
(b) an individual who, either alone or with a spouse, beneficially owns financial assets (as defined in National Instrument 45-106) having an aggregate realizable value that, before taxes but net of any related liabilities (as defined in National Instrument 45-106), exceeds CDN$1,000,000;
|
☐ |
(c) an individual whose net income before taxes exceeded CDN$200,000 in each of the two more recent calendar years or whose net income before taxes combined with that of a spouse exceeded $300,000 in each of those years and who, in either case, reasonably expects to exceed that net income level in the current calendar year;
|
☐ |
(d) an individual who, either alone or with a spouse, has net assets of at least CDN $5,000,000; or
|
☐ |
(e) a person, other than an individual or investment fund, that had net assets of at least CDN$5,000,000 as reflected on its most recently prepared financial statements.
|
1.
|
Option to Purchase
|
2.
|
Closing of Purchase of Shares
|
(a)
|
the Seller will deliver to the Purchaser, the following documents:
|
(i)
|
share certificates representing the Shares registered in the name of the Purchaser, and
|
(ii)
|
all other documents and instruments as the Purchaser may reasonably require; and
|
(b)
|
the Purchaser will deliver to the Seller a cheque for the Purchase Price.
|
3.
|
Representations and Warranties
|
(a)
|
the Seller is the beneficial and registered owner of the Shares free and clear of all liens, charges and encumbrances of any kind whatsoever;
|
(b)
|
there are no written instruments, buy-sell agreements, registration rights or agreements, voting agreements or other agreements by and between or among the Seller or any other person, imposing any restrictions upon the transfer, prohibiting the transfer of or otherwise pertaining to the Shares or the ownership thereof;
|
(c)
|
the Seller has the power and capacity and good and sufficient right and authority to enter into this Agreement on the terms and conditions set forth in this Agreement and to transfer the legal and beneficial title and ownership of the Shares to the Purchaser;
|
(d)
|
no person, firm, corporation or entity of any kind has or will have any agreement or option or any right capable at any time of becoming an agreement to:
|
(i)
|
purchase or otherwise acquire the Shares; or
|
(ii)
|
require the Seller to sell, transfer, assign, pledge, charge, mortgage or in any other way dispose of or encumber any of the Shares other than under this Agreement;
|
(e)
|
this Agreement and all other documents required to be executed and delivered by the Seller have been duly, or will when executed and delivered be duly, executed and delivered by the Seller, and constitute the legal, valid and binding obligations of the Seller, enforceable against the Seller in accordance with their terms, subject to laws of general application relating to bankruptcy, insolvency, the relief of debtors, specific performance, injunctive relief and other equitable remedies;
|
(f)
|
the Seller has not taken any action which would impose any obligation or liability to any person for finder’s fees, agent’s commissions or like payments in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby;
|
(g)
|
the Seller acquired the Shares in a transaction exempt from the registration requirements of the U.S. Securities Act of 1933 (the “1933 Act”) either (i) pursuant to Section 4(a)(1) of the 1933 Act, or (ii) pursuant to Section 4(a)(2) of the 1933 Act in the event that the Seller is deemed an underwriter; and
|
(h)
|
the Seller is not an "underwriter" (as such term is defined in Section 2(11) of the 1933 Act) of any securities of the Company.
|
(a)
|
the Purchaser has the power and capacity and good and sufficient right and authority to enter into this Agreement on the terms and conditions set forth in this Agreement;
|
(b)
|
this Agreement and all other documents required to be executed and delivered by the Purchaser have been duly, or will when executed and delivered be duly, executed and delivered by the Purchaser, and constitute the legal, valid and binding obligations of the Purchaser, enforceable against the Purchaser in accordance with their terms, subject to laws of general application relating to bankruptcy, insolvency, the relief of debtors, specific performance, injunctive relief and other equitable remedies;
|
(c)
|
the Purchaser has not taken any action which would impose any obligation or liability to any person for finder’s fees, agent’s commissions or like payments in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby;
|
(d)
|
the sale of the Shares to the Purchaser as contemplated in this Agreement complies with or is exempt from the applicable securities legislation of the jurisdiction of residence of the Purchaser;
|
(e)
|
the Purchaser has had access to all of the books and records of the Company and accordingly agrees that it is familiar with and has access to information regarding the Company similar to information that would be available in a registration statement filed by the Company under the 1933 Act;
|
(f)
|
(g)
|
the Purchaser (i) has adequate net worth and means of providing for the Purchaser’s current financial needs and possible personal contingencies, (ii) has no need for liquidity in this investment, and (iii) is able to bear the economic risks of an investment in the Shares for an indefinite period of time;
|
(h)
|
the Purchaser understands and agrees that the Shares are being offered only in a transaction not involving any public offering within the meaning of the 1933 Act; and
|
(i)
|
the Purchaser is not acquiring the Shares as a result of any form of general solicitation or general advertising including advertisements, articles, notices or other communications published in any newspaper, magazine or similar media or broadcast over radio, or television, or any seminar or meeting whose attendees have been invited by general solicitation or general advertising.
|
(a)
|
a fully completed and executed Investor Questionnaire in the form attached as Exhibit 1 hereto; and
|
(b)
|
such other supporting documentation that the Seller or its legal counsel may request to establish the Purchaser’s qualification as a qualified purchaser.
|
4.
|
Legending and Registration of Subject Shares
|
5.
|
Entire Agreement
|
6.
|
Expenses
|
7.
|
Proper Law
|
8.
|
Further Assurances
|
9.
|
Notices
|
10.
|
Electronic Means
|
11.
|
Counterparts
|
EXECUTED by JAMES GEISKOPF in the presence of:
_______________________________________ Signature
_______________________________________ Print Name
_______________________________________ Address
_______________________________________ Occupation |
)
) ) ) ) ) ) ) ) ) ) ) ) |
/s/ James Geiskopf JAMES GEISKOPF |
EXECUTED by GREG BURNETT in the presence of:
_______________________________________ Signature
_______________________________________ Print Name
_______________________________________ Address
_______________________________________ Occupation
|
)
) ) ) ) ) ) ) ) ) ) ) ) |
/s/ Greg Burnett GREG BURNETT |
1. |
the Purchaser has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of the transactions detailed in the Transfer Agreement and the Purchaser is able to bear the economic risk of loss arising from such transactions;
|
(A)
|
a director, officer, employee, founder or control person of the Company or a director, officer or employee of an affiliate of the Company
|
|
(B)
|
a spouse, parent, grandparent, brother, sister, child or grandchild of a director, executive officer, founder or control person of the Company
|
|
(C)
|
a parent, grandparent, brother, sister, child or grandchild of the spouse of a director, executive officer, founder or control person of the Company
|
|
(D)
|
a close personal friend of a director, executive officer, founder or control person of the Company
|
|
(E)
|
a close business associate of a director, executive officer, founder or control person of the Company
|
|
(F)
|
a spouse, parent, grandparent, brother, sister, child or grandchild of the selling security holder or the selling security holder’s spouse
|
|
(G)
|
an accredited investor
|
|
(H)
|
a company, partnership or other entity of which a majority of the voting securities are beneficially owned by, or a majority of the directors are, persons described in paragraphs A to G
|
|
(I)
|
a trust or estate of which all of the beneficiaries or a majority of the trustees or executors are persons described in paragraphs A to G
|
3. |
if the Purchaser has checked box B, C, D, E, H or I in paragraph 2 above, the director, executive officer, founder or control person of the Company with whom the undersigned has the relationship is:
|
4. |
if the Purchaser has ticked box G in Section 2 above, the Purchaser satisfies one or more of the categories of "accredited investor" (as that term is defined in National Instrument 45-106) indicated below (please check the appropriate box):
|
☐ |
(a) an individual who beneficially owns financial assets (as defined in National Instrument 45-106) having an aggregate realizable value that, before taxes but net of any related liabilities (as defined in National Instrument 45-106), exceeds CDN$5,000,000;
|
☐ |
(b) an individual who, either alone or with a spouse, beneficially owns financial assets (as defined in National Instrument 45-106) having an aggregate realizable value that, before taxes but net of any related liabilities (as defined in National Instrument 45-106), exceeds CDN$1,000,000;
|
☐ |
(c) an individual whose net income before taxes exceeded CDN$200,000 in each of the two more recent calendar years or whose net income before taxes combined with that of a spouse exceeded $300,000 in each of those years and who, in either case, reasonably expects to exceed that net income level in the current calendar year;
|
☐ |
(d) an individual who, either alone or with a spouse, has net assets of at least CDN $5,000,000; or
|
☐ |
(e) a person, other than an individual or investment fund, that had net assets of at least CDN$5,000,000 as reflected on its most recently prepared financial statements.
|