APPCOIN INNOVATIONS INC.
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(Name of Issuer)
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Common Stock, $0.001 Par Value
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(Title of Class of Securities)
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03780Q102
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(CUSIP Number)
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copy to:
AppCoin Innovations Inc.
561 Indiana Court, Venice Beach, CA 90291 Bruce Elliott 310.658.4413 |
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
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October 15, 2017
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(Date of Event which Requires Filing of this Statement)
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CUSIP No.
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03780Q102
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1
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
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Cameron Chell
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
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(a) [ X ]
(b) [ ]
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (See Instructions)
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PF
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5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
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[ ]
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Canadian
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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7
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SOLE VOTING POWER
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2,400,000(1)
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||||
8
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SHARED VOTING POWER
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Nil
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9
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SOLE DISPOSITIVE POWER
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|||
2,400,000(1)
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||||
10
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SHARED DISPOSITIVE POWER
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|||
Nil
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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2,400,000 shares of common stock
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
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[ ]
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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39.13%(2)
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14
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TYPE OF REPORTING PERSON (See Instructions)
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IN
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(1) |
Consists of 2,000,000 held indirectly through Blockchain Fund GP Inc. and 400,000 stock option held directly, exercisable at a price of $0.10 per share until October 15, 2027. Cameron Chell has the sole power to vote or direct the vote, and to dispose or direct the disposition, of these shares.
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(2) |
Calculated based on the aggregate of 6,133,333 shares, which consists of 6,000,000 shares outstanding as of October 15, 2017, and 133,333 shares that may be acquired on exercise of stock options exercisable within sixty days, pursuant to Rule 13d-3 of the Act.
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CUSIP No.
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03780Q102
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1
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
|||
Blockchain Fund GP Inc.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
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|||
(a) [ X]
(b) [ ]
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||||
3
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SEC USE ONLY
|
|||
|
||||
4
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SOURCE OF FUNDS (See Instructions)
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|||
WC
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5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
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|||
[ ]
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Alberta, Canada
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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7
|
SOLE VOTING POWER
|
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Nil
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||||
8
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SHARED VOTING POWER
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|||
2,000,000(1)
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||||
9
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SOLE DISPOSITIVE POWER
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Nil
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10
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SHARED DISPOSITIVE POWER
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2,000,000(1)
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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2,000,000 shares of common stock
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
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[ ]
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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33.33% based on 6,000,000 issued and outstanding as of October 15, 2017.
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14
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TYPE OF REPORTING PERSON (See Instructions)
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IN
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(1) |
Cameron Chell has the sole power to vote or direct the vote, and to dispose or direct the disposition, of these shares.
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•
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the acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer;
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•
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an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries;
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•
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a sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries;
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•
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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;
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•
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any material change in the present capitalization or dividend policy of the Issuer;
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•
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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;
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•
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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;
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•
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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;
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•
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a class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act; or
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•
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any action similar to any of those enumerated above.
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Reporting Person |
Aggregate Number of Shares
Beneficially Owned |
Percentage of Outstanding
Common Shares |
Chell
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2,400,000(1)
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39.13%(2)
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Blockchain
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2,000,000
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33.33%(2)
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(1) |
Consists of 2,000,000 held indirectly through Blockchain Fund GP Inc. and 400,000 stock option held directly, exercisable at a price of $0.10 per share until October 15, 2027. Pursuant to Rule 13d-3 under the Act, by reason of his relationship with Blockchain as described in Item 2, Chell may be deemed the beneficial owner of all of the Shares beneficially owned by Blockchain.
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(2) |
Calculated based on the aggregate of 6,133,333 shares, which consists of 6,000,000 shares outstanding as of October 15, 2017, and 133,333 shares that may be acquired on exercise of stock options exercisable within sixty days, pursuant to Rule 13d-3 of the Act.
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10.1 |
Joint Filing Agreement.
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Dated: October 23, 2017
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/s/ Cameron Chell
Signature |
Cameron Chell Name |
Dated: October 23, 2017
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BLOCKCHAIN FUND GP INC.
/s/ Cameron Chell
Signature |
Cameron Chell, Director, President, Corporate Secretary Name/Title |
Dated: October 23, 2017
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/s/ Cameron Chell
Signature |
Cameron Chell Name |
Dated: October 23, 2017
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BLOCKCHAIN FUND GP INC.
/s/ Cameron Chell
Signature |
Cameron Chell, Director, President, Corporate Secretary Name/Title |
Name/Position
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Business Address
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Principal Occupation
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Citizenship
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Cameron Chell
President, Corporate Secretary and Director |
L120, 2303 – 4 Street SW
Calgary, AB T2S 2S7 |
Chief Executive Officer of Business Instincts Group
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Canadian
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