SCHEDULE 13D/A

(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.

(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.

(1)	Cameron Chell has the sole power to vote or direct the vote, and to dispose or direct the disposition, of these shares.

This Schedule 13D/A is being filed on behalf of Cameron Chell (“Chell”) and Blockchain Fund GP Inc. (“Blockchain” and, together with Chell, collectively, the “Reporting Persons”) relating to the shares of common stock of AppCoin Innovations Inc., a corporation existing under the laws of the State of Nevada (the “Issuer”).

Item 1.  Security and Issuer

This Statement relates to the shares of common stock (the “Shares”) of the Issuer.  The principal executive offices of the Issuer are located at 561 Indiana Court, Venice Beach, CA 90291.

Item 2.  Identity and Background

This Statement is filed by the Reporting Persons.

Chell, the non-executive chairman and a director of the Issuer has a resident address at 561 Brooks Avenue, Venice Beach, CA  90291.

Blockchain, a corporation existing under the laws of Alberta, Canada, is a company that provides services for blockchain initial coin offerings.  Blockchain’s business address is L120, 2303 – 4 Street SW, Calgary, AB  T2S 2S7.

None of the Reporting Persons nor any of their directors or executive officers has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

None of the Reporting Persons nor any of their directors or executive officers has, during the last five years, been 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.

Pursuant to Rule 13d-3 under the Act, by reason of his relationship with Blockchain, Chell may be deemed the beneficial owner of all of the Shares beneficially owned by Chell.  Chell and Blockchain may be regarded as a group for purposes of Rule 13d-5 under the Act.

For information with respect to each executive officer and director of Blockchain see Appendix A attached hereto which is specifically incorporated herein by reference in its entirety.

Item 3.  Source and Amount of Funds or Other Considerations

On October 15, 2017, the Issuer granted Chell a stock option to acquire an additional 400,000 Shares exercisable at a price of $0.10 per Share until October 15, 2027.  The stock options vest as to: (i) 1/3 on the date of grant, (ii) 1/3 on the first anniversary of date of grant and (iii) 1/3 on the second anniversary of date of grant.  

Item 4.  Purpose of Transaction

Chell acquired the securities for investment purposes, but may transfer or sell such Shares as necessary and in accordance with applicable securities laws.

As of the date hereof, except as described in this Schedule 13D/A, the Reporting Persons do not have any plans or proposals which relate to or would result in:

 

Item 5.  Interest in Securities of the Issuer

As of the date hereof, the Reporting Persons beneficially own the aggregate number and percentage of outstanding Shares set forth below:

(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.

(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.

Pursuant to the regulations promulgated under Section 13(d) of the Exchange Act, Chell has sole power to vote or direct the vote and sole power to dispose or to direct the disposition of 2,400,000 Shares owned by Blockchain.

Blockchain has shared power to vote or direct the vote and shares power to dispose or to direct the disposition of the Shares.

During the last 60 days, pursuant to a transfer agreement dated for reference August 21, 2017, Blockchain acquired 2,000,000 Shares from James P. Geiskopf for total consideration of $5,000. 

Item 6.  Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Except as set forth above or set forth in the exhibits and this Schedule 13D/A, there are no contracts, arrangements, understandings or relationships between reporting persons and any other person with respect to any securities of the Issuer.

Item 7.  Material to Be Filed as Exhibits

10.1	Joint Filing Agreement.

Signature

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative.  If the statement is signed on behalf of a person by his authorized representative (other than an executive officer or general partner of this filing person), evidence of the representative’s authority to sign on behalf of such person shall be filed with the statement, provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference.  The name and any title of each person who signs the statement shall be typed or printed beneath his signature.

Attention:  Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001).

EXHIBIT A

JOINT FILING AGREEMENT

This confirms the agreement by and between the undersigned that the Statement on Schedule 13D/A (the “Statement”) filed on or about this date with respect to the beneficial ownership by the undersigned of the shares of common stock, par value $0.001, of AppCoin Innovations Inc., is being filed on behalf of each of the undersigned.

Each of the undersigned hereby acknowledges that pursuant to Rule 13d-1(k) promulgated under the Securities and Exchange Act of 1934, as amended, each person on whose behalf the Statement is filed is individually eligible to use the schedule on which the information is filed, each person on whose behalf the Statement is filed is responsible for the timely filing of such Statement and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; and that such person is not responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate.

Each of the undersigned agrees that Blockchain shall be authorized to receive notices and communications on behalf of the undersigned relating to the Statement.

This Agreement may be executed in two or more counterparts by each of the undersigned, each of which, taken together, shall constitute one and the same instrument.

APPENDIX A

DIRECTORS AND EXECUTIVE OFFICERS

The following table sets forth the information required by Instruction C to Schedule 13D/Awith respect to Blockchain Fund GP Inc.

BLOCKCHAIN FUND GP INC.