icox innovations inc

UNITED STATESSECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-1/A AMENDMENT NO. 2 TO

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

ICOX INNOVATIONS INC.(Exact name of registrant as specified in its charter)

Nevada

(State or other jurisdiction of incorporation or organization)

8742

(Primary Standard Industrial Classification Code Number)

27-3098487

(I.R.S. Employer Identification Number)

4101 Redwood Ave., Building F

Los Angeles, CA 90066 Telephone: (424) 570-9446

(Address, including zip code, and telephone number,

including area code, of registrant’s principal executive offices)

GKL Registered Agents of NV, Inc. 3064 Silver Sage Drive, Suite 150

Carson City, NV 89701 Telephone: (775) 841-0644

(Name, address, including zip code, and telephone number,

including area code, of agent for service)

Copy of Communications To: Clark Wilson LLP

Suite 900 - 885 West Georgia Street Vancouver, British Columbia V6C 3H1, Canada

Telephone: (604) 687-5700 Attention: Mr. Virgil Z. Hlus

From time to time after the effective date of this registration statement.

(Approximate date of commencement of proposed sale to the public)

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 checkthe following box: [X] If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list theSecurities Act registration statement number of the earlier effective registration statement for the same offering. [ ] If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registrationstatement number of the earlier effective registration statement for the same offering. [ ] If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registrationstatement number of the earlier effective registration statement for the same offering. [ ] Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerginggrowth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2of the Exchange Act.

Large accelerated filer [ ] Accelerated filer [ ]Non-accelerated filer [ ] Smaller reporting company [X](Do not check if a smaller reporting company) Emerging growth company [ ] If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new orrevised financial accounting standards provided to Section 7(a)(2)(B) of the Securities Act. [ ]

Calculation of Registration Fee

Title of Each Class of Securities to be

Registered Amount to be Registered (1)

Proposed Maximum Offering Price Per Share

Proposed Maximum Aggregate Offering

Price Amount of

Registration Fee Common stock to be offered for resale byselling stockholders 5,901,823(2) $ 0.60(3),(4) $ 3,541,093.80(3),(4) $ 440.87(5) (1) Pursuant to Rule 416 under the Securities Act of 1933, there is also being registered hereby such indeterminate number of additional shares of common stock

of ICOX Innovations Inc. as may be issued or issuable because of stock splits, stock dividends, stock distributions, and similar transactions. (2) Consists of (i) up to 1,020,000 shares of common stock, (ii) up to 325,000 shares of common stock that may be issued upon conversion of convertible notes

and (iii) up to 4,556,823 shares of common stock issued upon conversion of subscription receipts. (3) Estimated in accordance with Rule 457(c) under the Securities Act of 1933 solely for the purpose of computing the amount of the registration fee based on a

bona fide estimate of the maximum offering price. (4) Based on the last sale price ($0.60) on March 19, 2018 of ICOX Innovations Inc.’s subscription receipts, each of which is convertible into one share of

common stock.

(5) Previously paid. The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall filea further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of theSecurities Act of 1933 or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuantto said Section 8(a), may determine.

The information in this prospectus is not complete and may be changed. The selling stockholders may not sell these securities until the registration statementfiled with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buythese securities in any state where the offer or sale is not permitted.

Subject to Completion, Dated July 17 , 2018

Prospectus5,901,823 Shares

ICOX Innovations Inc.

Common Stock _________________________________

The selling stockholders identified in this prospectus may offer and sell up to 1,020,000 shares of our common stock, up to 325,000 shares of our common stockthat may be issued upon conversion of convertible notes and up to 4,556,823 shares of our common stock issued upon conversion of subscription receipts. Theshares of our common stock, convertible notes and subscription receipts were acquired by the selling stockholders directly from us in private placements that wereexempt from the registration requirements of the Securities Act of 1933. The selling stockholders may sell all or a portion of the shares being offered pursuant to this prospectus at a fixed price of $0.60 per share until shares of ourcommon stock are quoted on the OTC Markets Group’s OTCQB or OTCQX or listed on a Canadian stock exchange or any other stock exchange, and thereafter atprevailing market prices at the time of sale, at varying prices or at negotiated prices. Our common stock is quoted on the OTC Markets Group’s OTC Pink under the symbol “ICOX”, but there have not been any trades for our common stock on theOTC Pink operated by the OTC Markets Group. We will not receive any proceeds from the sale of the shares of our common stock by the selling stockholders. We will pay for expenses of this offering, exceptthat the selling stockholders will pay any broker discounts or commissions or equivalent expenses and expenses of their legal counsels applicable to the sale oftheir shares. Investing in our common stock involves risks. See “Risk Factors” beginning on page 4. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined ifthis prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus is __________________, 2018.

Table of Contents

Page Number About This Prospectus 3Prospectus Summary 3Risk Factors 4General Cryptocurrency Risks 4Risks Related to Our Business 8Risks Related to Our Common Stock 11

Forward-Looking Statements 12Use of Proceeds 13Private Placements 13Selling Stockholders 14Plan of Distribution 40Description of Securities 41Experts and Counsel 44Interest of Named Experts and Counsel 44Information with respect to Our Company 44Description of Business 47Description of Property 53Legal Proceedings 53Market Price of and Dividends on Our Common Equity and Related Stockholder Matters 53Financial Statements F-1Management’s Discussion and Analysis of Financial Condition and Results of Operations 55Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 60Directors and Executive Officers 61Executive Compensation 64Security Ownership of Certain Beneficial Owners and Management 68Transactions with Related Persons, Promoters and Certain Control Persons and Corporate Governance 69Where You Can Find More Information 70

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About This Prospectus

You should rely only on the information that we have provided in this prospectus and any applicable prospectus supplement. We have not authorized anyone toprovide you with different information. No dealer, salesperson or other person is authorized to give any information or to represent anything not contained in thisprospectus and any applicable prospectus supplement. You must not rely on any unauthorized information or representation. This prospectus is an offer to sell onlythe securities offered hereby, but only under circumstances and in jurisdictions where it is lawful to do so. You should assume that the information in thisprospectus and any applicable prospectus supplement is accurate only as of the date on the front of the document, regardless of the time of delivery of thisprospectus, any applicable prospectus supplement, or any sale of a security. As used in this prospectus, the terms “we”, “us” “our” and “ICOX” mean ICOX Innovations Inc. and its wholly-owned subsidiary, AppCoin Innovations (USA)Inc., unless otherwise specified. Unless otherwise stated, “$” refers to United States dollars.

Prospectus SummaryOur Business Our new business is a services and development business that provides a turnkey set of services for companies to develop and integrate blockchain andcryptocurrency technologies into their business operations. A blockchain is a distributed ledger technology which has the potential to bring significant efficiencies to many applications in a diversity of fields ranging fromglobal supply chains to financial services and beyond. One of the key promises of blockchains is reduced transaction and networking costs by removing the needfor traditional third party intermediaries, such as banks, lawyers, escrow agents, etc. Blockchain is considered a foundational technology. A cryptocurrency is a digital asset – often referred to as a coin or token – that is used as a medium of exchange using cryptography and decentralized control via ablockchain to secure the transaction and to control the creation of additional units of the currency. Not all digital assets qualify as a currency and may be securitiesor other types of assets. Current and future legislations and regulations, including interpretations released by a regulatory authority, may impact the manner inwhich cryptocurrency is viewed or treated for classification and clearing purposes. In particular, cryptocurrency may be deemed securities under federal securitieslaws. We anticipate that we will enable companies to focus on their core competencies while providing the necessary resources and expertise to execute a strategy thatwill enable companies to integrate new blockchain plus cryptocurrency technologies into their business operations. Our plan is to be compensated on a fee-for-services model. We may also accept tokens, coins or equity in payment for our services, including tokens and coins issued by our clients and customers in initialcoin offerings, to the extent permitted under applicable law. Our services include strategic planning, project planning and program management, structure development and administration, business plan modelling, customerdevelopment, including customer discovery and scoping as well as product commercialization and support, technology development and support, whitepaperpreparation, due diligence reporting, governance planning and management. We currently have one client, WENN Digital Inc., a related party to our company, which has engaged us to build out its business model, technology strategy,market entry strategy and capital structure, which includes a blockchain platform launch. While we have several potential clients in our sales pipeline, there can beno assurance that we will engage additional clients. If our sole client, a related party to our company, discontinues its business with us, or if our client modifies theterms of its business with us on less favorable terms, the effect on our business, operating results and financial condition may become adverse. We have not yet established a source of revenues sufficient to cover our operating costs and to allow us to continue as a going concern. We have incurred lossessince inception resulting in an accumulated deficit of $693,008 as at December 31, 2017 (December 31, 2016: $225,950). Our ability to operate as a going concernis dependent on obtaining adequate capital to fund operating losses until we become profitable. Our principal offices are located at 4101 Redwood Ave., Building F, Los Angeles, CA 90066. Our telephone number is (424) 570-9446.

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Number of Shares Being Offered This prospectus covers the resale by the selling stockholders named in this prospectus of up to 1,020,000 shares of our common stock, up to 325,000 shares of ourcommon stock that may be issued upon conversion of convertible notes and up to 4,556,823 shares of our common stock issued upon conversion of subscriptionreceipts. Number of Shares Outstanding There were 20,874,524 shares of our common stock issued and outstanding as at July 17 , 2018. Use of Proceeds We will not receive any proceeds from the sale of the shares of our common stock by the selling stockholders. We will pay for expenses of this offering, exceptthat the selling stockholders will pay any broker discounts or commissions or equivalent expenses and expenses of their legal counsels applicable to the sale oftheir shares. Summary of Financial Data The following information represents selected audited financial information for our company for the years ended December 31, 2017 and 2016 and selectedunaudited financial information for our company for the three months ended March 31, 2018 and March 31, 2017. The summarized financial information presentedbelow is derived from and should be read in conjunction with our audited and unaudited financial statements, as applicable, including the notes to those financialstatements which are included elsewhere in this prospectus along with the section entitled “Management’s Discussion and Analysis of Financial Condition andResults of Operations” beginning on page 55 of this prospectus.

Statements of Operations Data Three Months Ended

March 31, 2018 Three Months Ended

March 31, 2017 Year Ended

December 31, 2017 Year Ended

December 31, 2016 Revenue $ - $ - $ 500,000 $ - Total Operating Expenses $ 1,006,197 $ 29,241 $ 932,843 $ 74,183 Net Loss $ (1,022,518) $ (36,556) $ (467,058) $ (88,196)

Balance Sheets Data As of

March 31, 2018 As of

December 31, 2017 As of

December 31, 2016 Cash and Cash Equivalents $ 28,448 $ 214,993 $ 56,050 Working Capital $ 5,203,837 $ 697,847 $ 7,037 Total Assets $ 5,798,632 $ 880,803 $ 56,050 Total Liabilities $ 1,163,827 $ 736,193 $ 212,283 Accumulated Deficit $ (1,715,526) $ (693,008) $ (225,950)Total Stockholders’ Equity (Deficit) $ (833,390) $ (144,610) $ (156,233)

Risk Factors

An investment in our common stock involves a number of very significant risks. You should carefully consider the following risks and uncertainties in addition toother information in this prospectus in evaluating our company and our business before purchasing our securities. Our business, operating results and financialcondition could be seriously harmed as a result of the occurrence of any of the following risks. You could lose all or part of your investment due to any of theserisks. You should invest in our common stock only if you can afford to lose your entire investment. General Cryptocurrency Risks Cryptocurrency exchanges and other trading venues are relatively new and, in most cases, largely unregulated and may therefore be subject to fraud andfailures. When cryptocurrency exchanges or other trading venues are involved in fraud or experience security failures or other operational issues, such events could result ina reduction in cryptocurrency prices or confidence and impact our success and have a material adverse effect on our ability to continue as a going concern or topursue this segment at all, which would have a material adverse effect on our business, prospects and operations.

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Cryptocurrency market prices depend, directly or indirectly, on the prices set on exchanges and other trading venues, which are new and, in most cases, largelyunregulated as compared to established, regulated exchanges for securities, commodities or currencies. For example, during the past three years, a number ofbitcoin exchanges have closed due to fraud, business failure or security breaches. In many of these instances, the customers of the closed exchanges were notcompensated or made whole for partial or complete losses of their account balances. While smaller exchanges are less likely to have the infrastructure andcapitalization that may provide larger exchanges with some stability, larger exchanges may be more likely to be appealing targets for hackers and “malware” (i.e.,software used or programmed by attackers to disrupt computer operation, gather sensitive information or gain access to private computer systems) and may bemore likely to be targets of regulatory enforcement action. We do not maintain any insurance to protect from such risks, and do not expect any insurance forcustomer accounts to be available (such as federal deposit insurance) at any time in the future, putting customer accounts at risk from such events. In the event weface fraud, security failures, operational issues or similar events such factors would have a material adverse effect on our ability of to continue as a going concernor to pursue this segment at all, which would have a material adverse effect on our business, prospects and operations. Regulatory changes or actions may alter the nature of an investment in us or restrict the use of cryptocurrencies in a manner that adversely affects ourbusiness, prospects or operations. As cryptocurrencies have grown in both popularity and market size, governments around the world have reacted differently to cryptocurrencies, with certaingovernments deeming them illegal while others have allowed their use and trade. Governments may in the future curtail or outlaw the acquisition, use or redemption of cryptocurrencies. Ownership of, holding or trading in cryptocurrencies maythen be considered illegal and subject to sanction. Governments may also take regulatory action that may increase the cost and/or subject cryptocurrencycompanies to additional regulation. The effect of any future regulatory change on our business or any cryptocurrency that may impact our business is impossible topredict, but such change could be substantial and would have a material adverse effect on our business, prospects and operations. To date, the Securities and Exchange Commission (the “SEC” ) has released statements that state that the United States would, in some circumstances, considerthe offer and sale of blockchain tokens pursuant to an initial coin offering (an “ICO” ) subject to federal securities laws. China has released statements and takensimilar actions. Canada has also released a notice which indicated that the Canadian Securities Administrators would, in some circumstances, consider the offerand sale of blockchain tokens pursuant to an ICO subject to Canadian securities laws. Although we do not participate in ICOs, our clients and customers mayparticipate in ICOs, and we may receive a portion of the tokens or coins issued by our clients and customers in ICOs as payment for our services, and these actionsmay be a prelude to further action which chills widespread acceptance of blockchain and cryptocurrency adoption and have a material adverse effect on our abilityto continue as a going concern or to pursue this segment at all, which would have a material adverse effect on our business, prospects or operations. Governments may in the future take regulatory actions that prohibit or severely restrict the right to acquire, own, hold, sell, use or trade cryptocurrencies or toexchange cryptocurrencies for fiat currency. Similar actions by governments or regulatory bodies could result in restriction of the acquisition, ownership, holding,selling, use or trading in our securities. Such a restriction could have a material adverse effect on our ability to continue as a going concern or to pursue thissegment at all, raise new capital which would have a material adverse effect on our business, prospects or operations and harm investors in our securities. On-going and future regulatory actions and regulatory change related to our business or cryptocurrencies, may impact our ability to continue to operate and suchactions could affect our ability to continue as a going concern or to pursue this segment at all, which would have a material adverse effect on our business,prospects or operations.

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The development and acceptance of cryptographic and algorithmic protocols governing the issuance of and transactions in cryptocurrencies is subject to avariety of factors that are difficult to evaluate. The use of cryptocurrencies to, among other things, buy and sell goods and services and complete transactions, is part of a new and rapidly evolving industry thatemploys digital assets based upon a computer-generated mathematical and/or cryptographic protocol. The growth of this industry in general, and the use ofcryptocurrencies in particular, is subject to a high degree of uncertainty, and the slowing or stopping of the development or acceptance of developing protocols mayoccur and is unpredictable. The factors include, but are not limited to: ● Continued worldwide growth in the adoption and use of cryptocurrencies; ● Governmental and quasi-governmental regulation of cryptocurrencies and their use, or restrictions on or regulation of access to and operation of the

network or similar cryptocurrency systems; ● Changes in consumer demographics and public tastes and preferences; ● The maintenance and development of the open-source software protocol of the network; ● The availability and popularity of other forms or methods of buying and selling goods and services, including new means of using fiat currencies; ● General economic conditions and the regulatory environment relating to digital assets; and ● Negative consumer sentiment and perception of bitcoin specifically and cryptocurrencies generally. Such events would have a material adverse effect on our ability to continue as a going concern or to pursue this segment at all, which would have a materialadverse effect on our business, prospects or operations and potentially the value of any cryptocurrencies we hold or expect to acquire for our own account andharm investors in our securities. Banks and financial institutions may not provide banking services , or may cut off services , to businesses that provide cryptocurrency-related services or thataccept cryptocurrencies as payment, including financial institutions of investors in our securities. A number of companies that provide bitcoin and/or other cryptocurrency-related services have been unable to find banks or financial institutions that are willing toprovide them with bank accounts and other services . Similarly, a number of companies and individuals or businesses associated with cryptocurrencies may havehad and may continue to have their existing bank accounts closed or services discontinued with financial institutions. We also may be unable to obtain or maintainthese services for our business. The difficulty that many businesses that provide bitcoin and/or other cryptocurrency-related services have and may continue tohave in finding banks and financial institutions willing to provide them services may be decreasing the usefulness of cryptocurrencies as a payment system andharming public perception of cryptocurrencies and could decrease its usefulness and harm its public perception in the future. Similarly, the usefulness ofcryptocurrencies as a payment system and the public perception of cryptocurrencies could be damaged if banks or financial institutions were to close the accountsof businesses providing bitcoin and/or other cryptocurrency-related services . This could occur as a result of compliance risk, cost, government regulation or publicpressure. The risk applies to securities firms, clearance and settlement firms, national stock and commodities exchanges, the over the counter market and theDepository Trust Company, which, if any of such entities adopts or implements similar policies, rules or regulations, could result in the inability of our investors toopen or maintain stock or commodities accounts, including the ability to deposit, maintain or trade our securities. Such factors would have a material adverse effecton our ability to continue as a going concern or to pursue this segment at all, which would have a material adverse effect on our business, prospects or operationsand harm investors.

The impact of geopolitical events on the supply and demand for cryptocurrencies is uncertain. Crises may motivate large-scale purchases of cryptocurrencies which could increase the price of cryptocurrencies rapidly. This may increase the likelihood of asubsequent price decrease as crisis-driven purchasing behavior wanes, adversely affecting the value of any cryptocurrencies we hold or expect to acquire for ourown account. Such risks are similar to the risks of purchasing commodities in general uncertain times, such as the risk of purchasing, holding or selling gold.

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As an alternative to gold or fiat currencies that are backed by central governments, cryptocurrencies, which are relatively new, are subject to supply and demandforces. How such supply and demand will be impacted by geopolitical events is uncertain but could be harmful to us and investors in our securities. Nevertheless,political or economic crises may motivate large-scale acquisitions or sales of cryptocurrencies either globally or locally. Such events would have a material adverseeffect on our ability to continue as a going concern or to pursue this segment at all, which would have a material adverse effect on our business, prospects oroperations and potentially the value of any cryptocurrencies we hold or expect to acquire for our own account. Acceptance and/or widespread use of cryptocurrency is uncertain. Currently, there is a relatively small use of bitcoins and/or other cryptocurrencies in the retail and commercial marketplace for goods or services . In comparisonthere is relatively large use by speculators contributing to price volatility. The relative lack of acceptance of cryptocurrencies in the retail and commercial marketplace limits the ability of end-users to use them to pay for goods andservices . Such lack of acceptance or decline in acceptances would have a material adverse effect on our ability to continue as a going concern or to pursue thissegment at all, which would have a material adverse effect on our business, prospects or operations and potentially the value of any cryptocurrencies we hold orexpect to acquire for our own account.

Political or economic crises may motivate large-scale sales of Bitcoins and Ethereum, or other cryptocurrencies, which could result in a reduction in value andadversely affect us. As an alternative to fiat currencies that are backed by central governments, digital assets such as bitcoins and Ethereum, which are relatively new, are subject tosupply and demand forces based upon the desirability of an alternative, decentralized means of buying and selling goods and services, and it is unclear how suchsupply and demand will be impacted by geopolitical events. Nevertheless, political or economic crises may motivate large-scale acquisitions or sales of bitcoinsand Ethereum and other cryptocurrencies either globally or locally. Large-scale sales of bitcoins and Ethereum or other cryptocurrencies would result in areduction in their value and could adversely affect us. Such circumstances would have a material adverse effect on our ability to continue as a going concern or topursue this segment at all, which would have a material adverse effect on our business, prospects or operations and potentially the value of any cryptocurrencies wehold or expect to acquire for our own account and harm investors. It may be illegal now, or in the future, to acquire, own, hold, sell or use bitcoins, Ethereum, or other cryptocurrencies, participate in the blockchain or utilizesimilar digital assets in one or more countries, the ruling of which would adversely affect us. One or more countries such as China and Russia may take regulatory actions in the future that could severely restrict the right to acquire, own, hold, sell or usecryptocurrencies or the blockchain or digital assets or to exchange these digital assets for fiat currency. Such restrictions may adversely affect us. Suchcircumstances would have a material adverse effect on our ability to continue as a going concern or to pursue this segment at all, which would have a materialadverse effect on our business, prospects or operations and potentially the value of any cryptocurrencies we hold or expect to acquire for our own account andharm investors.

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If regulatory changes or interpretations require the regulation of bitcoins or other digital assets under the securities laws of the United States or elsewhere,including the Securities Act of 1933, the Securities Exchange Act of 1934 and the Investment Company Act of 1940 or similar laws of other jurisdictions andinterpretations by the SEC, CFTC, IRS, Department of Treasury or other agencies or authorities, we may be required to register and comply with suchregulations, including at a state or local level. To the extent that we decide to continue operations, the required registrations and regulatory compliance stepsmay result in extraordinary expense or burdens to us. We may also decide to cease certain operations. Any disruption of our operations in response to thechanged regulatory circumstances may be at a time that is disadvantageous to us. Current and future legislation and SEC rulemaking and other regulatory developments, including interpretations released by a regulatory authority, may impact themanner in which bitcoins or other cryptocurrency is viewed or treated for classification and clearing purposes. In particular, bitcoins and other cryptocurrency maynot be excluded from the definition of “security” by SEC rulemaking or interpretation requiring registration of all transactions, unless another exemption isavailable, including transacting in bitcoin or cryptocurrency amongst owners and require registration of trading platforms as “exchanges” such as Coinsquare. Wecannot be certain as to how future regulatory developments will impact the treatment of bitcoins and other cryptocurrencies under the law. If we determine not tocomply with such additional regulatory and registration requirements, we may seek to cease certain of our operations or be subjected to fines, penalties and othergovernmental action. Any such action may adversely affect an investment in us. Such circumstances would have a material adverse effect on our ability to continueas a going concern or to pursue this segment at all, which would have a material adverse effect on our business, prospects or operations and potentially the value ofany cryptocurrencies we hold or expect to acquire for our own account and harm investors.

Lack of liquid markets, and possible manipulation of blockchain/cryptocurrency based assets may adversely affect us. Digital assets that are represented and trade on a ledger-based platform may not necessarily benefit from viable trading markets. Stock exchanges have listingrequirements and vet issuers, requiring them to be subjected to rigorous listing standards and rules and monitoring investors transacting on such platform for fraudand other improprieties. These conditions may not necessarily be replicated on a distributed ledger platform, depending on the platform’s controls and otherpolicies. The more lax a distributed ledger platform is about vetting issuers of digital assets or users that transact on the platform, the higher the potential risk forfraud or the manipulation of digital assets. These factors may decrease liquidity or volume, or increase volatility of digital securities or other assets trading on aledger-based system, which may adversely affect us. Such circumstances would have a material adverse effect on our ability to continue as a going concern or topursue this segment at all, which would have a material adverse effect on our business, prospects or operations and potentially the value of any cryptocurrencies wehold or expect to acquire for our own account and harm investors. Risks Related to Our Business We have an evolving business model. As digital assets and blockchain technologies become more widely available, we expect the services and products associated with them to evolve. As a result, tostay current with the industry, our business model may need to evolve as well. From time to time, we may modify aspects of our business model relating to ourproduct mix and service offerings. We cannot offer any assurance that these or any other modifications will be successful or will not result in harm to the business.We may not be able to manage growth effectively, which could damage our reputation, limit our growth and negatively affect our operating results. In addition, weintend to spend between $500,000 and $1,000,000 on various expenses to assist client companies to develop and integrate blockchain and cryptocurrencytechnologies into their business operations. These expenses that we incur are risk capital and can only be recovered by us if the applicable clients can successfullylaunch their businesses. Therefore, we risk losing substantial amounts of capital in the event any of our clients do not successfully launch their businesses. Suchcircumstances would have a material adverse effect on our ability to continue as a going concern or to pursue this segment at all, which would have a materialadverse effect on our business, prospects or operations and potentially the value of any cryptocurrencies we hold or expect to acquire for our own account andharm investors.

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The loss or potential loss of our exclusion from regulation pursuant to the Securities Exchange Act of 1934, the Investment Company Act of 1940, theInvestment Advisors Act of 1940 or any related state exemptions, could require us to restructure our operations. The SEC heavily regulates the manner in which “investment companies,” “investment advisors,” and “broker-dealers” are permitted to conduct their businessactivities. We believe we will conduct our business in a manner that does not result in us being characterized as an investment company, an investment advisor or abroker-dealer, as we do not believe that we will engage in any of the activities that require registration under the Securities Exchange Act of 1934, the InvestmentCompany Act of 1940, the Investment Advisors Act of 1940 or any similar provisions under state law. We intend to continue to conduct our business in suchmanner. If, however, we are deemed to be an investment company, an investment advisor, or a broker-dealer, we may be required to institute burdensomecompliance requirements and our activities may be restricted, which would affect our business to a material degree. The loss or potential loss of our exclusion fromregulation pursuant to the Securities Exchange Act of 1934, the Investment Company Act of 1940, the Investment Advisors Act of 1940 or any related stateexemptions, could require us to restructure our operations, which could have an adverse effect on our financial condition and results of operations. In addition, weare determined to have engaged in activities that require any such registration, without obtaining such registration, we could be subject to civil and/or criminalliability, which could have an adverse effect on our financial condition and results of operations. Cryptocurrency inventory, including that maintained by or for us, may be exposed to cybersecurity threats and hacks. As with any computer code generally, flaws in cryptocurrency codes may be exposed by malicious actors. Several errors and defects have been found previously,including those that disabled some functionality for users and exposed users’ information. Flaws in and exploitations of the source code allow malicious actors totake or create money have previously occurred. To date, several hackings have become public knowledge whereby hackers have exploited security vulnerabilitiesin computer code used by cryptocurrency exchanges, digital wallets and companies that hold cryptocurrency to steal the equivalent of hundreds of millions ofdollars based on current exchange rates. Such events would have a material adverse effect on our ability to continue as a going concern or to pursue this segment atall, which would have a material adverse effect on our business, prospects or operations and potentially the value of any cryptocurrencies we hold or expect toacquire for our own account. Competing blockchain platforms and technologies may adversely affect our business. The development and acceptance of competing blockchain platforms or technologies may cause consumers to use alternative distributed ledgers or an alternative todistributed ledgers altogether. This may adversely affect us and our exposure to various blockchain technologies. Such circumstances would have a materialadverse effect on our ability to continue as a going concern or to pursue this segment at all, which would have a material adverse effect on our business, prospectsor operations and potentially the value of any cryptocurrencies we hold or expect to acquire for our own account and harm investors. Competition in our market could harm our business. Many of our current and potential competitors may have greater brand recognition, longer operating histories, larger customer bases and significantly greaterfinancial, marketing and other resources than we do. Accordingly, these competitors may be able to spend greater amounts on product development, marketing anddistribution. This advantage could enable our competitors to acquire larger market share and develop and offer more competitive products and services. Suchcompetition could adversely impact our ability to attain the financing necessary for us to develop our business plan. In the face of competition, we may not besuccessful in sufficient market share to make our business profitable. The cryptocurrency assets we hold may be subject to loss, theft or restriction on access. There is a risk that some or all of the cryptocurrency assets we hold from time to time could be lost or stolen. Access to the cryptocurrency assets we hold fromtime to time could also be restricted by cybercrime (such as a denial of service attack) against a service at which we maintain a hosted online wallet. Any of theseevents may adversely affect our operations and, consequently, our investments and profitability. The loss or destruction of a private key required to access ourdigital wallets may be irreversible and we may be denied access for all time to our cryptocurrency holdings. Our loss of access to our private keys or ourexperience of a data loss relating to our digital wallets could adversely affect our investments and assets.

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Cryptocurrencies are controllable only by the possessor of both the unique public and private keys relating to the local or online digital wallet in which they areheld, which wallet’s public key or address is reflected in the network’s public blockchain. We will publish the public key relating to digital wallets in use when weverify the receipt of transfers and disseminate such information into the network, but we will need to safeguard the private keys relating to such digital wallets. Tothe extent such private keys are lost, destroyed or otherwise compromised, we will be unable to access the cryptocurrency assets we hold from time to time andsuch private keys will not be capable of being restored by any network. Any loss of private keys relating to digital wallets used to store the cryptocurrency assetswe hold from time to time would have a material adverse effect on our ability to continue as a going concern or to pursue this segment at all, which would have amaterial adverse effect on our business, prospects or operations and potentially the value of any cryptocurrencies we hold or expect to acquire for our own account. Incorrect or fraudulent coin transactions may be irreversible. Cryptocurrency transactions are irrevocable and stolen or incorrectly transferred coins may be irretrievable. As a result, any incorrectly executed or fraudulent cointransactions could adversely affect our investments and assets. Coin transactions are not, from an administrative perspective, reversible without the consent and active participation of the recipient of the transaction. In theory,cryptocurrency transactions may be reversible with the control or consent of a majority of processing power on the network. Once a transaction has been verifiedand recorded in a block that is added to the blockchain, an incorrect transfer of a coin or a theft of coin generally will not be reversible and we may not be capableof seeking compensation for any such transfer or theft. It is possible that, through computer or human error, or through theft or criminal action, our coins could betransferred in incorrect amounts or to unauthorized third parties, or to uncontrolled accounts. Such events would have a material adverse effect on our ability tocontinue as a going concern or to pursue this segment at all, which would have a material adverse effect on our business, prospects or operations and potentially thevalue of any cryptocurrencies we hold or expect to acquire for our own account. Since there has been limited precedence set for financial accounting of bitcoin, Ethereum, and other digital assets, it is unclear how we will be required toaccount for digital assets transactions in the future. Since there has been limited precedence set for the financial accounting of digital assets, it is unclear how we will be required to account for digital assettransactions or assets. Furthermore, a change in regulatory or financial accounting standards could result in the necessity to restate our financial statements. Such arestatement could negatively impact our business, prospects, financial condition and results of operation. Such circumstances would have a material adverse effecton our ability to continue as a going concern or to pursue this segment at all, which would have a material adverse effect on our business, prospects or operationsand potentially the value of any cryptocurrencies we hold or expect to acquire for our own account and harm investors. The current state of capital markets, particularly for small companies, is expected to reduce our ability to obtain the financing necessary to continue ourbusiness. If we cannot raise the funds that we need to operate and expand our new business, we may go out of business and investors may lose their entireinvestment in us. Like other smaller companies, we face difficulties in raising capital for our continued operations and to operate and expand our new business. We may not be ableto raise money through the sale of our equity securities or through borrowing funds on terms we find acceptable. We have had negative cash flows from operations and if we are not able to obtain further financing, our business operations may fail. We had cash and cash equivalents in the amount of $28,448 and working capital of $5,203,837 as of March 31, 2018. We anticipate that we will require additionalfinancing while we operate and expand our new business. Further, we anticipate that we will not have sufficient capital to fund our ongoing operations for the nexttwelve months. We would likely secure any additional financing necessary through a private placement of our common stock through a debt financing. There canbe no assurance that any financing will be available to us, or, even if it is, if it will be offered on terms and conditions acceptable to us. Our inability to obtainadditional financing in a sufficient amount when needed and upon terms and conditions acceptable to us, could have a material adverse effect upon us. If additionalfunds are raised by issuing equity securities, dilution to existing or future stockholders will result. If adequate funds are not available on acceptable terms whenneeded, we may be required to delay, scale back or eliminate the expansion of our new business. We are currently dependent on one client which is a related party to our company. We currently have one client, WENN Digital Inc., a related party to our company, which has engaged us to build out its business model, technology strategy,market entry strategy and capital structure, which includes a blockchain platform launch. While we have several potential clients in our sales pipeline, there can beno assurance that we will engage additional clients. If our sole client, a related party to our company, discontinues its business with us, or if our client modifies theterms of its business with us on less favorable terms, the effect on our business, operating results and financial condition may become adverse.

10

Our board of directors is composed of an equal number of independent directors and non-independent directors and our board composition may afford lessprotection to our stockholders than if our board of directors were composed of a majority of independent directors. Our board of directors is comprised of six directors, three of whom are not independent. As a result, there may be a low level of board oversight on ourmanagement and our board of directors may be influenced by the concerns, issues or objectives of management, including the compensation and governanceissues, to a greater extent than would occur with a majority of independent directors. In addition, non-independent directors may make a decision on a merger,change of control or other transactions or actions affecting our company without the consent of an independent director, which may lead to a conflict with theinterest of our stockholders. As a result, our board composition may afford less protection to our stockholders than if our board of directors were composed of amajority of independent directors. Our chief financial officer devotes approximately 50% of his working time to our company. Michael Blum, our chief financial officer, secretary and treasurer, devotes approximately 50% of his working time, or approximately 20 hours per week, to ourcompany. Because Mr. Blum works only part-time, instances may occur where he may not be immediately available to provide solutions to problems or addressconcerns that arise in the course of us conducting our business and thus adversely affect our business. In addition, Mr. Blum can become subject to conflicts ofinterest because he devotes part of his working time to other business endeavors, including consulting relationships with other entities, and have responsibilities tothese other entities. Such conflicts include deciding how much time to devote to our affairs, as well as what business opportunities should be presented to us.Because of these relationships, Mr. Blum could be subject to conflicts of interest. The directors and officers of our company, including Mr. Blum, are aware of the existence of laws governing the accountability of directors and officers forcorporate opportunity and requiring disclosures by the directors and officers of conflicts of interest, and we will rely upon such laws in respect of any directors’and officers’ conflicts of interest or in respect of any breaches of duty by any of our directors and officers. All such conflicts are to be disclosed by such directorsor officers in accordance with applicable laws and the directors and officers are to govern themselves in respect thereof to the best of their ability in accordancewith the obligations imposed upon them by law. Risks Related to Our Common Stock Because our directors and officers control a large percentage of our voting stock, they have the ability to influence matters affecting our stockholders. Our directors and officers control approximately 20.34% of our voting stock. As a result, they have the ability to influence matters affecting our stockholders,including the election of our directors, the acquisition of assets, and the issuance of securities. Because they control a significant portion of votes, it would be verydifficult for investors to replace our management if the investors disagree with the way our business is being operated. Because the influence by our directors andofficers could result in management making decisions that are in their best interest and not in the best interest of the investors, you may lose some or all of thevalue of your investment in our common stock. Because we can issue additional shares of common stock, our stockholders may experience dilution in the future. We are authorized to issue up to 75,000,000 shares of common stock, of which 20,874,524 shares of common stock were issued and outstanding as of July 17 ,2018. Our board of directors has the authority to cause us to issue additional shares of common stock without consent of our stockholders. Consequently,stockholders may experience dilution in their ownership of our stock in the future. If the outstanding stock options or convertible notes are exercised or converted, then we would be required to issue additional shares of our common stock, whichwill result in dilution to our stockholders’ ownership of our stock. There is currently no established public trading market for our common stock, which makes it difficult for our stockholders to resell their shares. There is currently no established public trading market for our common stock. There is a limited public market for our common stock through our quotation on theOTC Pink operated by the OTC Markets Group. Trading in stocks quoted on the OTC Pink is often thin and is characterized by wide fluctuations in trading pricesdue to many factors that may be unrelated or have little to do with a company’s operations or business prospects. Moreover, the OTC Pink is not a stock exchange,and trading of securities on the OTC Pink is often more sporadic than the trading of securities listed on a national securities exchange like the NASDAQ or theNYSE. Accordingly, stockholders may have difficulty reselling any of our shares. We cannot assure you that there will be a market for our common stock in thefuture.

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Because we do not intend to pay any cash dividends on our common stock in the near future, our stockholders will not be able to receive a return on theirshares unless they sell them. We do not anticipate paying any cash dividends on our common stock in the near future. The declaration, payment and amount of any future dividends will bemade at the discretion of the board of directors, and will depend upon, among other things, our results of operations, cash flows and financial condition, operatingand capital requirements, and other factors the board considers relevant. We may never pay any dividends. Unless we pay dividends, our stockholders will not beable to receive a return on their shares unless they sell them. Our stock is a penny stock. Trading of our stock is restricted by the SEC’s penny stock regulations, which may limit a stockholder’s ability to buy and sell ourstock. Our stock is a penny stock. The SEC has adopted Rule 15g-9 which generally defines “penny stock” to be any equity security that has a market price (as defined inRule 15g-9) less than $5.00 per share or an exercise price of less than $5.00 per share, subject to certain exceptions. Our securities are covered by the penny stockrules, which impose additional sales practice requirements on broker-dealers who sell to persons other than established customers and “accredited investors”. Theterm “accredited investor” refers generally to institutions with assets in excess of $5,000,000 or individuals with a net worth in excess of $1,000,000 or annualincome exceeding $200,000 or $300,000 jointly with their spouse. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock nototherwise exempt from the rules, to deliver a standardized risk disclosure document in a form prepared by the SEC, which provides information about penny stocksand the nature and level of risks in the penny stock market. The broker-dealer also must provide the customer with current bid and offer quotations for the pennystock, the compensation of the broker-dealer and its salesperson in the transaction and monthly account statements showing the market value of each penny stockheld in the customer’s account. The bid and offer quotations, and the broker-dealer and salesperson compensation information, must be given to the customerorally or in writing prior to effecting the transaction and must be given to the customer in writing before or with the customer’s confirmation. In addition, thepenny stock rules require that prior to a transaction in a penny stock not otherwise exempt from these rules; the broker-dealer must make a special writtendetermination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written agreement to the transaction. These disclosurerequirements may have the effect of reducing the level of trading activity in the secondary market for the stock that is subject to these penny stock rules.Consequently, these penny stock rules may affect the ability of broker-dealers to trade our securities. We believe that the penny stock rules discourage investorinterest in and limit the marketability of our common stock. The Financial Industry Regulatory Authority sales practice requirements may also limit a stockholder’s ability to buy and sell our stock. In addition to the “penny stock” rules promulgated by the SEC, the Financial Industry Regulatory Authority ( “FINRA” ) has adopted rules that require that inrecommending an investment to a customer, a broker-dealer must have reasonable grounds for believing that the investment is suitable for that customer. Prior torecommending speculative low priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about thecustomer’s financial status, tax status, investment objectives and other information. Under interpretations of these rules, FINRA believes that there is a highprobability that speculative low priced securities will not be suitable for at least some customers. FINRA requirements make it more difficult for broker-dealers torecommend that their customers buy our common stock, which may limit your ability to buy and sell our stock.

Forward-Looking Statements

This prospectus contains forward-looking statements. Forward-looking statements are projections in respect of future events or our future financial performance. Insome cases, you can identify forward-looking statements by terminology such as “may”, “should”, “intend”, “expect”, “plan”, “anticipate”, “believe”, “estimate”,“predict”, “potential”, or “continue” or the negative of these terms or other comparable terminology. These statements are only predictions and involve known andunknown risks, including the risks in the section entitled “Risk Factors”, uncertainties and other factors, which may cause our company’s or our industry’s actualresults, levels of activity or performance to be materially different from any future results, levels of activity or performance expressed or implied by these forward-looking statements. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levelsof activity or performance. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.

12

Use of Proceeds

We will not receive any proceeds from the sale of the shares of our common stock by the selling stockholders. We will pay for expenses of this offering, except that the selling stockholders will pay any broker discounts or commissions or equivalent expenses and expensesof their legal counsels applicable to the sale of their shares.

Private Placements

The selling stockholders identified in this prospectus may offer and sell up to 1,020,000 shares of our common stock, up to 325,000 shares of our common stockthat may be issued upon conversion of convertible notes and up to 4,556,823 shares of our common stock issued upon conversion of subscription receipts. Theshares of our common stock, convertible notes and subscription receipts were acquired by the selling stockholders directly from us in private placements that wereexempt from the registration requirements of the Securities Act of 1933. October 30, 2017 Private Placement On October 30, 2017, we entered into private placement subscription agreements, whereby we issued unsecured convertible notes to two subscribers in theaggregate principal amount of $325,000 and agreed to pay interest on the balance of the principal amount at the rate of 10.0% per annum. The principal amount ofthe convertible notes and the interest is payable in full on October 30, 2020. The principal amount, plus any interest accrued thereon, may be converted into sharesof our common stock at a conversion price of $0.10 per share. We issued the convertible notes to two non-U.S. persons (as that term is defined in Regulation S ofthe Securities Act of 1933 , as amended) in an offshore transaction in which we relied on the exemptions from the registration requirements provided for inRegulation S and/or Section 4(a)(2) of the Securities Act of 1933 , as amended. 325,000 of the shares issuable upon conversion of these convertible notes are being offered pursuant to this prospectus by these two subscribers. On October 30, 2017, we issued an aggregate of 5,600,000 shares of common stock to 35 subscribers for total consideration of $560,000. Of the 5,600,000 sharesof our common stock we issued: (i) 1,150,000 shares pursuant to the exemption from registration under the Securities Act of 1933 , as amended provided bySection 4(a)(2), Section 4(a)(6) and/or Rule 506 of Regulation D promulgated under the Securities Act of 1933 , as amended to 5 investors who were “accreditedinvestors” within the respective meanings ascribed to that term in Regulation D promulgated under the Securities Act of 1933 , as amended; and (ii) 4,450,000shares to 30 non-U.S. persons (as that term is defined in Regulation S of the Securities Act of 1933 , as amended) in an offshore transaction relying on Regulation Sand/or Section 4(a)(2) of the Securities Act of 1933 , as amended. 1,020,000 of these 5,600,000 shares are being offered pursuant to this prospectus by 34 of these 35 subscribers. March 2018 Private Placements On March 12 and 19, 2018, we completed private placements of an aggregate of 9,113,659 subscription receipts at a price of $0.60 per subscription receipt foraggregate gross proceeds of $5,468,195.40. On May 31, 2018, upon the occurrence of the escrow release condition (as defined below), each subscription receiptwas automatically converted into one share of our common stock, for no additional consideration. The subscription amounts were held by an escrow agent until theescrow release condition. The escrow release condition was the receipt by our company of conditional approval for the listing of the shares of our common stockon a Canadian stock exchange. On May 29, 2018, the TSX Venture Exchange in Canada conditionally approved the listing of the shares of our common stocksubject to our company fulfilling all requirements of the TSX Venture Exchange, including the conditions described below. Because the escrow release conditionwas satisfied prior to 5:00 p.m. (Vancouver time) on May 31, 2018, we delivered a notice to the escrow agent confirming that the escrow release condition hadbeen satisfied. Upon receipt of the notice, the escrow agent released the subscription amounts to our company and each subscription receipt automaticallyconverted into one share of our common stock without payment of any additional consideration. In connection with the closing of the private placements, we paidcash finder’s fees in the aggregate amount of $29,399.97 and we issued 160,865 shares of our common stock at a deemed price of $0.60 per share as the finder’sfee.

13

Of the 9,113,659 shares of our common stock we issued upon conversion of the subscription receipts: (i) 358,333 shares were issued pursuant to the exemptionfrom registration under the Securities Act of 1933 , as amended provided by Section 4(a)(2) and/or Rule 506 of Regulation D promulgated under the Securities Actof 1933 , as amended to 11 investors who were “accredited investors” within the respective meanings ascribed to that term in Regulation D promulgated under theSecurities Act of 1933 , as amended; and (ii) 8,755,326 shares were issued to 207 non-U.S. persons (as that term is defined in Regulation S of the Securities Act of1933 , as amended) in offshore transactions relying on Regulation S and/or Section 4(a)(2) of the Securities Act of 1933 , as amended. In connection with these private placements, we agreed with each selling stockholder who purchased these subscription receipts to prepare and file a registrationstatement with respect to 50% of the shares of our common stock issued upon conversion of the subscription receipts with the Securities and ExchangeCommission within 90 days following the closing of the private placement and agreed to use commercially reasonable efforts to have the registration statementdeclared effective by the Securities and Exchange Commission as soon as possible after filing. The conversion of the subscription receipts was the result of our company satisfying the escrow release condition, which was the receipt by our company ofconditional approval for the listing of the shares of our common stock on a Canadian stock exchange. On May 29, 2018, the TSX Venture Exchange in Canadaconditionally approved the listing of the shares of our common stock subject to our company fulfilling all requirements of the TSX Venture Exchange, includingthe following conditions:

● the execution of a definitive business services agreement by our company with one of its arm’s length potential clients; ● the engagement of a sponsor who will provide a comprehensive sponsor report to the satisfaction of the TSX Venture Exchange; ● satisfactory receipt of Form 2A Personal Information Forms from, and the completion of satisfactory background checks relating to, all

members/representatives of Business Instincts Group Inc. who have been previously disclosed to the TSX Venture Exchange to be performing services onbehalf of our company;

● the appointment of a director with strong public company experience (to the satisfaction of the TSX Venture Exchange) to our board of directors; ● the appointment of a chief financial officer with a certified designation and strong auditing background (to the satisfaction of the TSX Venture

Exchange); ● satisfactory evidence/confirmation that the independent directors of our company have reviewed and approved all non-arm’s length/related party

agreements; ● satisfactory evidence that all related party agreements have been amended to ensure that the termination provisions do not allow for “golden parachute”

provisions; and ● receipt of a satisfactory legal opinion respecting (a) the regulatory framework under which we engage in our business; and (b) affirming that the business

being conducted is legal in the relevant jurisdictions. There can be no assurance that the shares of our common stock will be listed on the TSX Venture Exchange.

Selling Stockholders

The selling stockholders may offer and sell, from time to time, any or all of shares of our common stock that are issued and outstanding, shares of our commonstock that may be issued upon conversion of convertible notes and shares of our common stock issued upon conversion of subscription receipts. The following table sets forth certain information regarding the beneficial ownership of shares of common stock by the selling stockholders as of July 17 , 2018and the number of shares of our common stock being offered pursuant to this prospectus. Except as otherwise described below, we believe that the sellingstockholders have sole voting and investment powers over their shares. Because the selling stockholders may offer and sell all or only some portion of the 5,901,823 shares of our common stock being offered pursuant to this prospectus,the numbers in the table below representing the amount and percentage of these shares of our common stock that will be held by the selling stockholders upontermination of the offering are only estimates based on the assumption that each selling stockholder will sell all of its shares of our common stock being offered inthe offering. Except as disclosed below, to our knowledge, none of the selling stockholders had or have any position or office, or other material relationship with us or any ofour affiliates over the past three years. Except as disclosed below, to our knowledge, none of the selling stockholders is a broker-dealer or an affiliate of a broker-dealer. We may require the sellingstockholders to suspend the sales of the shares of our common stock being offered pursuant to this prospectus upon the occurrence of any event that makes anystatement in this prospectus or the related registration statement untrue in any material respect or that requires the changing of statements in those documents inorder to make statements in those documents not misleading.

Number of Shares to Be Owned by SellingStockholder After the

Offering and Percent of Total Issued and Outstanding Shares (1)

Name of SellingStockholder

Shares Owned by the SellingStockholder before the

Offering (1)

Total SharesOffered in theOffering

# of Shares (2)

% of Class (2),(3)

Oggy Talic 100,000(4) 20,000(5) 80,000 * Sohrab Mehregani 183,333(6) 61,666(7) 121,667 *%Anthony Kook 50,000(8) 10,000(9) 40,000 *

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Name of Selling Stockholder

Shares Owned by theSelling Stockholder before

the Offering (1) Total Shares Offered in

the Offering # of

Shares (2) % of

Class (2),(3)

SS Investment Group Inc. (10) 150,000(11) 45,000(12) 105,000 * Robert Shewchuk 420,000(13) 90,000(14) 330,000 1.58%Ryan Larkin 50,000(15) 10,000(16) 40,000 * Serafino Paul Mantini (17) 141,666(18) 40,833(19) 100,833 * Red to Black Inc. (20) 50,000(21) 10,000(22) 40,000 * Paul Readwin 100,000(23) 20,000(24) 80,000 * Michael A. Blum (25) 250,000(26) 50,000(27) 200,000 *The Futura Corporation (28) 100,000(29) 20,000(30) 80,000 * Michael Mansfield 170,000(31) 55,000(32) 115,000 * 727 Capital (33) 500,000(34) 100,000(35) 400,000 1.92%Anthony Jackson 250,000(36) 50,000(37) 200,000 *Aussie Jiwani 25,000(38) 5,000(39) 20,000 * D. Ross McDonald 100,000(40) 20,000(41) 80,000 * Amin Somani 160,000(42) 35,000(43) 125,000 *Corry Glass 100,000(44) 20,000(45) 80,000 * Voyager Holdings (46) 250,000(47) 50,000(48) 200,000 *Cedarpoint Capital Inc. (49) 150,000(50) 30,000(51) 120,000 *Adam Ross 100,000(52) 20,000(53) 80,000 * George Haddad 250,000(54) 50,000(55) 200,000 *Copper Lion Capital (KRW Inc.) (56) 250,000(57) 50,000(58) 200,000 *Kerry Moller 50,000(59) 10,000(60) 40,000 * Mark Marcello 100,000(61) 20,000(62) 80,000 * John Crawford 60,000(63) 15,000(64) 45,000 * Matthew Johansen 165,000(65) 52,500(66) 112,500 *

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Number of Shares to Be Owned bySelling Stockholder After the Offering and Percent of Total

Issued and Outstanding Shares (1)


Shares Owned by theSelling Stockholder

before the Offering (1) Total Shares Offered

in the Offering # of

Shares (2) % of

Class (2),(3) Brian Paes-Braga 500,000(67) 100,000(68) 400,000 1.92%Todd Eymann 120,000(69) 30,000(70) 90,000 * Scott Townsend 116,666(71) 28,333(72) 88,333 * 0896323 B.C. Ltd. (73) 150,000(74) 30,000(75) 120,000 *Pouya Joudaki 25,000(76) 5,000(77) 20,000 * Aaron Chan (78) 250,000(79)(80) 50,000(79)(81) 200,000 *Hagen Ho (82) 50,000(83)(84) 10,000(83)(85) 40,000 * Oceanside Strategies Inc. (86) 1,359,476(87) 250,000(88) 1,109,476 4.99%Hospitality Investors Special Situation GroupPvt. Ltd. (89) 1,334,000(90)(91) 367,000(90)(92) 967,000 4.47%Justin Sleiman 16,666(93) 8,333(94) 8,333 * Anthony Ricci 16,666(95) 8,333(96) 8,333 * David DesLauriers 833,333(97) 416,666(98) 416,667 2.00%Michael DesLauriers 833,333(99) 416,666(100) 416,667 2.00%Pamela DesLauriers 833,333(101) 416,666(102) 416,667 2.00%Paul DesLauriers 833,333(103) 416,666(104) 416,667 2.00%

Brett Whalen 41,667(105)(106) 20,833(105)(107) 20,834 *

James Crawford 30,000(108) 15,000(109) 15,000 * Corey Shewchuk 20,000(110) 10,000(111) 10,000 * Muhammed Fatih Uran 20,000(112) 10,000(113) 10,000 * Michelle Shewchuk 20,000(114) 10,000(115) 10,000 * Ryan Lailey 20,000(116) 10,000(117) 10,000 * Ryder L. Holdings Ltd. (118) 20,000(119) 10,000(120) 10,000 * Shafik Hirani 20,000(121) 10,000(122) 10,000 * Neil Shanks 20,000(123) 10,000(124) 10,000 *

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the Offering # of

Shares (2) % of

Class (2),(3)

Palletcore Limited (125) 41,667(126) 20,833(127) 20,834 * Vanhart Capital Corporation (128) 20,000(129) 10,000(130) 10,000 * Daryl G. Jones 83,333(131) 41,666(132) 41,667 * Blackstone Capital Partners Inc. (133) 16,666(134) 8,333(135) 8,333 *

Infinity Edge Consultants (136) 16,666(137)(138) 8,333(137)(139) 8,333 *

Fortuna Investment Corp. (140) 16,666(141) 8,333(142) 8,333 *

Justus Parmar 16,666(137)(143) 8,333(137)(144) 8,333 *

Patriot Capital Corporation (145) 20,000(146) 10,000(147) 10,000 * Taylor MacDonald 80,000(148) 40,000(149) 40,000 * Ryan Bozajian 16,666(150) 8,333(151) 8,333 * Fraser Atkinson 20,000(152) 10,000(153) 10,000 * Countryman Investments Limited (154) 36,666(155) 18,333(156) 18,333 * Kyle de Jong 20,000(157) 10,000(158) 10,000 * Paul Roupinian 50,000(159) 25,000(160) 25,000 * Steven H. Bozajian 16,667(161) 8,333(162) 8,334 * AltEnergy, LLC (163) 41,667(164) 20,833(165) 20,834 *

Ivano Veschini 25,000(166)(167) 12,500(166)(168) 12,500 *

Roberto Chu 10,000(166)(169) 5,000(166)(170) 5,000 *

Tyler Ross 10,000(166)(171) 5,000(166)(172) 5,000 *

Prit Sidhu 10,000(166)(173) 5,000(166)(174) 5,000 *

CSM Consulting Inc. (175) 10,000(166)(176) 5,000(166)(177) 5,000 *

Chris Jackson 10,000(166)(178) 5,000(166)(179) 5,000 *

Vibraslim Sales Inc. (180) 10,000(166)(181) 5,000(166)(182) 5,000 *

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the Offering (1) Total Shares Offered


Shares (2) % of

Class (2),(3) Brady Middleditch 10,000(166)(183) 5,000(166)(184) 5,000 * Marco Pontillo Prec (185) 10,000(166)(186) 5,000(166)(187) 5,000 * Jennifer Pink 10,000(166)(188) 5,000(166)(189) 5,000 * Pink Holdings Inc. (190) 10,000(166)(191) 5,000(166)(192) 5,000 * Contact Financial Corporation (193) 10,000(166)(194) 5,000(166)(195) 5,000 * Kirk Gamley 10,000(166)(196) 5,000(166)(197) 5,000 * Andrea Bernicki 10,000(166)(198) 5,000(166)(199) 5,000 * Hatchette Holdings Ltd. (200) 10,000(166)(201) 5,000(166)(202) 5,000 * Nevin Sangha 10,000(166)(203) 5,000(166)(204) 5,000 * Edward D. Ford 10,000(166)(205) 5,000(166)(206) 5,000 * Dockside Capital Group Inc. (207) 10,000(166)(208) 5,000(166)(209) 5,000 * Adam Nothstein 10,000(166)(210) 5,000(166)(211) 5,000 * 1022698 B.C. Ltd. (212) 33,333(213) 16,666(214) 16,667 * Michael Marosits 50,000(137)(215) 25,000(137)(216) 25,000 * Denny Hop 25,000(217) 12,500(218) 12,500 * Colleen Hop 25,000(219) 12,500(220) 12,500 * Al De Lucrezia 35,000(137)(221) 17,500(137)(222) 17,500 * Maurizio Grande 25,000(137)(223) 12,500(137)(224) 12,500 * Thomas O’Neill 25,000(137)(225) 12,500(137)(226) 12,500 * Steven Bone 10,000(137)(227) 5,000(137)(228) 5,000 * Bret Jones 10,000(137)(229) 5,000(137)(230) 5,000 * Pouya Joudaki 20,000(137)(231) 10,000(137)(232) 10,000 * Justin Kates 10,000(137)(233) 5,000(137)(234) 5,000 * Andrzej Kowalski 20,000(137)(235) 10,000(137)(236) 10,000 *

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the Offering (1) Total Shares Offered


Shares (2) % of

Class (2),(3)

Criterion Capital Corp. (237) 20,000(137)(238) 10,000(137)(239) 10,000 *

Theresa H. Sheehan 20,000(137)(240) 10,000(137)(241) 10,000 *

Jesse Levesque 20,000(137)(242) 10,000(137)(243) 10,000 *

Brent Bonney 10,000(137)(244) 5,000(137)(245) 5,000 *

Capital Event Management Ltd. (246) 20,000(137)(247) 10,000(137)(248) 10,000 *

Melvyn Ackerman 10,000(137)(249) 5,000(137)(250) 5,000 *

William T. Ellis 20,000(137)(251) 10,000(137)(252) 10,000 *

Daniel Balter 25,000(137)(253) 12,500(137)(254) 12,500 *

Pamela Parmar 16,666(255) 8,333(256) 8,333 * Millennium Trust Co., LLC Custodian FBOPaul E. Roupinian ROTH IRA (257) 18,334(258)(259) 9,167

(258)(260) 9,167 *

Timothy LeDoux 15,000(261) 7,500(262) 7,500 * Angelique G. Brunner Living Trust (263) 20,000(264) 10,000(265) 10,000 * Michael Ho 41,667(266) 20,833(267) 20,834 * Shawn Perger 16,700(268) 8,350(269) 8,350 *

Bryan Henry 30,000(137)(270) 15,000(137)(271) 15,000 *

Minicucci Financial Freedom Corp. (272) 20,000(137)(273) 10,000(137)(274) 10,000 *

Calvin Everett 20,000(137)(275) 10,000(137)(276) 10,000 *

MM Ventures BV (277) 41,667(278) 20,833(279) 20,834 * Nicholas Watters 20,000(280) 10,000(281) 10,000 * David Berg 25,000(282) 12,500(283) 12,500 * Charlene Berg 25,000(284) 12,500(285) 12,500 * Dino Minicucci 30,000(286) 15,000(287) 15,000 * Erminia Minicucci 30,000(288) 15,000(289) 15,000 *

19




Shares Owned by theSelling Stockholderbefore the Offering (1)

Total Shares Offered inthe Offering

# of Shares (2)

% of Class (2),(3)

Jonathan C. Farber 41,666(290) 20,833(291) 20,833 * Christopher LeDoux 15,000(292) 7,500(293) 7,500 * Bill Robinson 20,000(294) 10,000(295) 10,000 * Water Street Assets Inc. (296) 40,000(297) 20,000(298) 20,000 * Mani Chopra 30,000(299) 15,000(300) 15,000 * David Kiess 16,000(301) 8,000(302) 8,000 * Dave Kerr 10,000(303) 5,000(304) 5,000 * Seth Shapiro 40,000(305) 20,000(306) 20,000 *

Dragon Capital Corp. (307) 50,000(166)(308) 25,000(166)(309) 25,000 *

Trevor T. Isfeld and/or Lori Gunson 30,000(166)(310) 15,000(166)(311) 15,000 *

Suk Mei Grace Lau 20,000(166)(312) 10,000(166)(313) 10,000 *

Wayne You 15,000(166)(314) 7,500(166)(315) 7,500 *

Jacky Y. Y. Chan 30,000(166)(316) 15,000(166)(317) 15,000 *

Man Yin Chin 20,000(166)(318) 10,000(166)(319) 10,000 *

Rosaire Bondy 15,000(166)(320) 7,500(166)(321) 7,500 *

444175 BC Ltd. (322) 15,000(166)(323) 7,500(166)(324) 7,500 *

Moyen Holdings Ltd. (325) 15,000(166)(326) 7,500(166)(327) 7,500 *

Clifford E. Horwood Inc. (328) 15,000(166)(329) 7,500(166)(330) 7,500 *

Richard T. Tuckey Inc. (331) 15,000(166)(332) 7,500(166)(333) 7,500 *

Andy An Ti Tso 10,000(166)(334) 5,000(166)(335) 5,000 *

Stacy Westphal-Larsen 83,300(90)(336) 41,650(90)(337) 41,650 * 496001 Alberta Ltd. (338) 24,000(90)(339) 12,000(90)(340) 12,000 * Leung Seto and/or Kit Seto 6,300(90)(341) 3,150(90)(342) 3,150 *

20






the Offering # of

Shares (2) % of

Class (2),(3) Shameer Dada and/or Selina Dada 12,500(90)(343) 6,250(90)(344) 6,250 * Kelvin Luk 9,100(90)(345) 4,550(90)(346) 4,550 * Paul G. Daly 28,500(90)(347) 14,250(90)(348) 14,250 * Capitalize Consulting Corp. (349) 10,000(90)(350) 5,000(90)(351) 5,000 * B.D. Corporate Services Inc. (352) 10,000(90)(353) 5,000(90)(354) 5,000 * Brad Docherty 10,000(90)(355) 5,000(90)(356) 5,000 * Jacob Plotsky 12,500(90)(357) 6,250(90)(358) 6,250 * Brad Makowecki 17,000(90)(359) 8,500(90)(360) 8,500 * Joshua Herman 34,000(90)(361) 17,000(90)(362) 17,000 * Janice Yu 17,000(90)(363) 8,500(90)(364) 8,500 * Raul Ikonen 8,300(90)(365) 4,150(90)(366) 4,150 * Darren Cardno 25,000(90)(367) 12,500(90)(368) 12,500 * Tracy Yang Hui Qin 25,000(90)(369) 12,500(90)(370) 12,500 * Chung Raymond Yuen 17,000(90)(371) 8,500(90)(372) 8,500 * Anju Fan 17,000(90)(373) 8,500(90)(374) 8,500 * Ryan Wong 12,500(90)(375) 6,250(90)(376) 6,250 * 1883159 Alberta Ltd. (377) 17,000(90)(378) 8,500(90)(379) 8,500 * Felix Seto 4,100(90)(380) 2,050(90)(381) 2,050 * Karim Mohamedani 40,000(90)(382) 20,000(90)(383) 20,000 * Devin Itterman 12,500(90)(384) 6,250(90)(385) 6,250 * Craig Lees 31,600(90)(386) 15,800(90)(387) 15,800 * Donald Eilers 18,500(90)(388) 9,250(90)(389) 9,250 * Sami Hirji 20,000(90)(390) 10,000(90)(391) 10,000 * Eli Abergel 10,000(90)(392) 5,000(90)(393) 5,000 *

21




Shares Owned by the Selling Stockholder

before the Offering (1) Total Shares Offered


Shares (2) % of

Class (2),(3) Clarke Pilkington 40,000(90)(394) 20,000(90)(395) 20,000 * Hui Wen Zhou 17,000(90)(396) 8,500(90)(397) 8,500 * Thurman So 17,000(90)(398) 8,500(90)(399) 8,500 * Yuxing Zhou 26,000(90)(400) 13,000(90)(401) 13,000 * Tero Kosonen 12,500(90)(402) 6,250(90)(403) 6,250 * Naizer Kabani 20,000(90)(404) 10,000(90)(405) 10,000 * Mason Kent 12,500(90)(406) 6,250(90)(407) 6,250 * Rania Botts 12,000(166)(408) 6,000(166)(409) 6,000 * Greencastle Resources Ltd. (410) 2,000(90)(411) 1,000(90)(412) 1,000 * Paul Dipasquale 2,000(90)(413) 1,000(90)(414) 1,000 * Lorne Warner 2,000(90)(415) 1,000(90)(416) 1,000 * Carla Bodor 2,000(90)(417) 1,000(90)(418) 1,000 * Lori Quinn 2,000(90)(419) 1,000(90)(420) 1,000 * Burton Egger 6,000(90)(421) 3,000(90)(422) 3,000 * Rex Obermann 2,000(90)(423) 1,000(90)(424) 1,000 * Brian Tingle 2,000(90)(425) 1,000(90)(426) 1,000 * Terry Sklavenitis 2,000(90)(427) 1,000(90)(428) 1,000 * Sandina Sklavenitis 2,000(90)(429) 1,000(90)(430) 1,000 * Michael Blady 2,000(90)(431) 1,000(90)(432) 1,000 * Guy Elliott 2,000(90)(433) 1,000(90)(434) 1,000 * Ronald Bourgeois 2,000(90)(435) 1,000(90)(436) 1,000 * James Gibson 2,000(90)(437) 1,000(90)(438) 1,000 * Tamara Gibson 2,000(90)(439) 1,000(90)(440) 1,000 * Michael J. Thompson 2,000(90)(441) 1,000(90)(442) 1,000 * Kelly Dhaliwal 2,000(90)(443) 1,000(90)(444) 1,000 * Farshad Shirvani 2,000(90)(445) 1,000(90)(446) 1,000 *

22




SharesOwned by the SellingStockholder beforethe Offering (1)

Total Shares Offered inthe Offering

# of Shares (2)

% of Class (2),(3)

Yazan Al Homsi 2,000(90)(447) 1,000(90)(448) 1,000 * Darryl Glenn 2,000(90)(449) 1,000(90)(450) 1,000 * Sharilyn Glenn 2,000(90)(451) 1,000(90)(452) 1,000 * 799462 Alberta Ltd. (453) 60,000(90)(454) 30,000(90)(455) 30,000 * Harvey Lawson 2,000(90)(456) 1,000(90)(457) 1,000 * Ron Stefanucci 2,000(90)(458) 1,000(90)(459) 1,000 * Jennifer Auton 2,000(90)(460) 1,000(90)(461) 1,000 * Ying (Annie) Liu 50,000(90)(462) 25,000(90)(463) 25,000 * Fujian (James) Conh 14,000(90)(464) 7,000(90)(465) 7,000 * Ellen Chew 2,000(90)(466) 1,000(90)(467) 1,000 * Harry Chew 2,000(90)(468) 1,000(90)(469) 1,000 * Galloway Financial Services (470) 2,000(90)(471) 1,000(90)(472) 1,000 * Birchpoint Holdings Inc. (473) 2,000(90)(474) 1,000(90)(475) 1,000 * Cristin Johansen 65,000(90)(476) 32,500(90)(477) 32,500 * Hugh Harlingten 20,000(90)(478) 10,000(90)(479) 10,000 * Lorill Harlingten 7,000(90)(480) 3,500(90)(481) 3,500 * Seann Harlingten 7,000(90)(482) 3,500(90)(483) 3,500 * Daniel Whittaker 2,000(90)(484) 1,000(90)(485) 1,000 * Brenda Kops 2,000(90)(486) 1,000(90)(487) 1,000 * Peter Espig 100,000(90)(488) 50,000(90)(489) 50,000 * Song Chen 20,000(90)(490) 10,000(90)(491) 10,000 * Lorena E. Brammer 6,000(90)(492) 3,000(90)(493) 3,000 * Parvaneh Shirvani 2,000(90)(494) 1,000(90)(495) 1,000 * Gordon Holmes 100,000(90)(496) 50,000(90)(497) 50,000 * 11285 Holdings Ltd. (498) 335,000(90)(499) 167,500(90)(500) 167,500 *

23






the Offering # of

Shares (2) % of

Class (2),(3) Yuan Zhang and/or Haihua Wu 50,000(90)(501) 25,000(90)(502) 25,000 * John Welsh 100,000(90)(503) 50,000(90)(504) 50,000 * Lu Liu 50,000(90)(505) 25,000(90)(506) 25,000 * Xiao Wei 20,000(90)(507) 10,000(90)(508) 10,000 * Gu Kai Xiang 20,000(90)(509) 10,000(90)(510) 10,000 * Gu Li Hua 25,000(90)(511) 12,500(90)(512) 12,500 * Shuqin Zhao 50,000(90)(513) 25,000(90)(514) 25,000 * D. Baker Capital Inc. (515) 10,000(90)(516) 5,000(90)(517) 5,000 * David Baker 10,000(90)(518) 5,000(90)(519) 5,000 * 0702232 BC Ltd. (520) 10,000(90)(521) 5,000(90)(522) 5,000 * Camille Turner 10,000(90)(523) 5,000(90)(524) 5,000 * Patrick Chan 80,000(90)(525) 40,000(90)(526) 40,000 * Gladys Chan 80,000(90)(527) 40,000(90)(528) 40,000 * Fan Zhang 20,000(90)(529) 10,000(90)(530) 10,000 * Ka Khoon Tan 41,600(90)(531) 20,800(90)(532) 20,800 * Jason White 2,000(90)(533) 1,000(90)(534) 1,000 * Melissa McKenzie 2,000(90)(535) 1,000(90)(536) 1,000 * Bill Fox 100,000(90)(537) 50,000(90)(538) 50,000 * Emma Panenka 70,000(90)(539) 35,000(90)(540) 35,000 * Fab Carella 50,000(90)(541) 25,000(90)(542) 25,000 * Munir M. Ali 100,000(90)(543) 50,000(90)(544) 50,000 * William Panenka 70,000(90)(545) 35,000(90)(546) 35,000 * Dr. William Panenka (547) 70,000(90)(548) 35,000(90)(549) 35,000 * Totals 16,323,135 5,901,823 10,421,312

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Notes * Less than 1%.

(1) Beneficial ownership is determined in accordance with Securities and Exchange Commission rules and generally includes voting or investment

power with respect to shares of common stock. Shares of common stock subject to options, warrants and convertible notes currently exercisable orconvertible, or exercisable or convertible within 60 days, are counted as outstanding for computing the percentage of the person holding such options,warrants or convertible notes but are not counted as outstanding for computing the percentage of any other person.

(2) We have assumed that the selling stockholders will sell all of the shares being offered in this offering. (3) Based on 20,874,524 shares of our common stock issued and outstanding as of July 17, 2018. (4) Consists of 100,000 shares of our common stock. (5) Consists of 20,000 shares of our common stock. (6) Consists of 100,000 shares of our common stock and 83,333 shares of our common stock issued upon conversion of subscription receipts. (7) Consists of 20,000 shares of our common stock and 41,666 shares of our common stock issued upon conversion of subscription receipts. (8) Consists of 50,000 shares of our common stock. (9) Consists of 10,000 shares of our common stock. (10) Stavros Stefanopoulos exercises voting and dispositive power with respect to the shares of our common stock that are beneficially owned by SS

Investment Group Inc. (11) Consists of 100,000 shares of our common stock and 50,000 shares of our common stock issued upon conversion of subscription receipts. (12) Consists of 20,000 shares of our common stock and 25,000 shares of our common stock issued upon conversion of subscription receipts. (13) Consists of 400,000 shares of our common stock and 20,000 shares of our common stock issued upon conversion of subscription receipts. (14) Consists of 80,000 shares of our common stock and 10,000 shares of our common stock issued upon conversion of subscription receipts. (15) Consists of 50,000 shares of our common stock. (16) Consists of 10,000 shares of our common stock. (17) Serafino Paul Mantini is a business partner of Cameron Chell, a director of our company, via Business Instincts Group Inc., a company of which Mr.

Chell is a director, officer and an indirect shareholder. (18) Consists of 100,000 shares of our common stock and 41,666 shares of our common stock issued upon conversion of subscription receipts. (19) Consists of 20,000 shares of our common stock and 20,833 shares of our common stock issued upon conversion of subscription receipts. (20) Swapan Kakumanu exercises voting and dispositive power with respect to the shares of our common stock that are beneficially owned by Red to

Black Inc. Swapan Kakumanu is the controller of our company. (21) Consists of 50,000 shares of our common stock. (22) Consists of 10,000 shares of our common stock. (23) Consists of 100,000 shares of our common stock. (24) Consists of 20,000 shares of our common stock. (25) Michael A. Blum has been the chief financial officer, secretary, treasurer and a director of our company since October 9, 2017.

25

(26) Consists of 250,000 shares of our common stock. (27) Consists of 50,000 shares of our common stock. (28) To our knowledge, Amar Doman exercises voting and dispositive power with respect to the shares of our common stock that are beneficially owned

by The Futura Corporation. (29) Consists of 100,000 shares of our common stock. (30) Consists of 20,000 shares of our common stock. (31) Consists of 100,000 shares of our common stock and 70,000 shares of our common stock issued upon conversion of subscription receipts. (32) Consists of 20,000 shares of our common stock and 35,000 shares of our common stock issued upon conversion of subscription receipts. (33) To our knowledge, David Duggan exercises voting and dispositive power with respect to the shares of our common stock that are beneficially owned

by 727 Capital. (34) Consists of 500,000 shares of our common stock. (35) Consists of 100,000 shares of our common stock. (36) Consists of 250,000 shares of our common stock. (37) Consists of 50,000 shares of our common stock. (38) Consists of 25,000 shares of our common stock. (39) Consists of 5,000 shares of our common stock. (40) Consists of 100,000 shares of our common stock. (41) Consists of 20,000 shares of our common stock. (42) Consists of 150,000 shares of our common stock held in the name of Amin Somani and 10,000 shares of our common stock issued upon conversion

of subscription receipts held in the name of Haywood Securities Inc. (43) Consists of 30,000 shares of our common stock held in the name of Amin Somani and 5,000 shares of our common stock issued upon conversion of

subscription receipts held in the name of Haywood Securities Inc. (44) Consists of 100,000 shares of our common stock. (45) Consists of 20,000 shares of our common stock. (46) To our knowledge, Dirk Blum exercises voting and dispositive power with respect to the shares of our common stock that are beneficially owned by

Voyager Holdings. (47) Consists of 250,000 shares of our common stock. (48) Consists of 50,000 shares of our common stock. (49) To our knowledge, Tarik Elsaghir exercises voting and dispositive power with respect to the shares of our common stock that are beneficially owned

by Cedarpoint Capital Inc. (50) Consists of 150,000 shares of our common stock. (51) Consists of 30,000 shares of our common stock. (52) Consists of 100,000 shares of our common stock. (53) Consists of 20,000 shares of our common stock. (54) Consists of 250,000 shares of our common stock. (55) Consists of 50,000 shares of our common stock. (56) To our knowledge, Kyle Washington exercises voting and dispositive power with respect to the shares of our common stock that are beneficially

owned by Copper Lion Capital (KRW Inc.). (57) Consists of 250,000 shares of our common stock. (58) Consists of 50,000 shares of our common stock. (59) Consists of 50,000 shares of our common stock.

26

(60) Consists of 10,000 shares of our common stock. (61) Consists of 100,000 shares of our common stock. (62) Consists of 20,000 shares of our common stock. (63) Consists of 50,000 shares of our common stock held in the name of John Crawford and Consists of 10,000 shares of our common stock issued upon

conversion of subscription receipts held in the name of John (Ted) Crawford. (64) Consists of 10,000 shares of our common stock held in the name of John Crawford and Consists of 5,000 shares of our common stock issued upon

conversion of subscription receipts held in the name of John (Ted) Crawford. (65) Consists of 100,000 shares of our common stock held in the name of Haywood Securities Inc. and 65,000 shares of our common stock issued upon

conversion of subscription receipts held in the name of Canaccord Genuity Corp. (66) Consists of 20,000 shares of our common stock and 32,500 shares of our common stock issued upon conversion of subscription receipts held in the

name of Canaccord Genuity Corp. (67) Consists of 500,000 shares of our common stock. (68) Consists of 100,000 shares of our common stock. (69) Consists of 100,000 shares of our common stock held in the name of PI Financial Corp. ITF Todd Eymann and 20,000 shares of our common stock

issued upon conversion of subscription receipts held in the name of PI Financial Corp. (70) Consists of 20,000 shares of our common stock held in the name of PI Financial Corp. ITF Todd Eymann and 10,000 shares of our common stock

issued upon conversion of subscription receipts held in the name of PI Financial Corp. (71) Consists of 100,000 shares of our common stock and 16,666 shares of our common stock issued upon conversion of subscription receipts. (72) Consists of 20,000 shares of our common stock and 8,333 shares of our common stock issued upon conversion of subscription receipts. (73) To our knowledge, Dan Kriznic exercises voting and dispositive power with respect to the shares of our common stock that are beneficially owned by

0896323 B.C. Ltd. (74) Consists of 150,000 shares of our common stock. (75) Consists of 30,000 shares of our common stock. (76) Consists of 25,000 shares of our common stock. (77) Consists of 5,000 shares of our common stock. (78) Aaron Chan is registered as a dealing representative (investment dealer) under the laws of the Canadian provinces of Alberta, British Columbia,

Manitoba, Nova Scotia, Ontario, Prince Edward Island and Saskatchewan. To our knowledge, Mr. Chan is not a broker-dealer registered under theSecurities Exchange Act of 1934 and is not engaged in an activity that would require him to be so registered.

(79) Held in the name of Canaccord Genuity Corp. ITF Aaron Chan. (80) Consists of 250,000 shares of our common stock. (81) Consists of 50,000 shares of our common stock. (82) Hagen Ho is registered as a dealing representative (investment dealer) under the laws of the Canadian provinces of Alberta, British Columbia,

Manitoba and Ontario. To our knowledge, Mr. Ho is not a broker-dealer registered under the Securities Exchange Act of 1934 and is not engaged inan activity that would require him to be so registered.

(83) Held in the name of Canaccord Genuity Corp. ITF Hagen Ho. (84) Consists of 50,000 shares of our common stock. (85) Consists of 10,000 shares of our common stock.

27

(86) To our knowledge, Dain Currie exercises voting and dispositive power with respect to the shares of our common stock that are beneficially owned byOceanside Strategies Inc.

(87) Consists of 1,359,476 shares of our common stock issuable upon conversion of the aggregate principal amounts of the convertible notes. The

convertible notes are not convertible into shares of our common stock to the extent that, after giving effect to such conversion, the holder or any of itsaffiliates would beneficially own in excess of 4.99% of the issued and outstanding shares of our common stock after such conversion.

(88) Consists of 250,000 shares of our common stock issuable upon conversion of the convertible note. (89) Fereed Mangalji exercises voting and dispositive power with respect to the shares of our common stock that are beneficially owned by Hospitality

Investors Special Situation Group Pvt. Ltd. (90) Held in the name of Canaccord Genuity Corp. (91) Consists of 750,000 shares of our common stock issuable upon conversion of the principal amount of the convertible note and 584,000 shares of our

common stock issued upon conversion of subscription receipts. (92) Consists of 75,000 shares of our common stock issuable upon conversion of the convertible note and 292,000 shares of our common stock issued

upon conversion of subscription receipts. (93) Consists of 16,666 shares of our common stock issued upon conversion of subscription receipts. (94) Consists of 8,333 shares of our common stock issued upon conversion of subscription receipts. (95) Consists of 16,666 shares of our common stock issued upon conversion of subscription receipts. (96) Consists of 8,333 shares of our common stock issued upon conversion of subscription receipts. (97) Consists of 833,333 shares of our common stock issued upon conversion of subscription receipts. (98) Consists of 416,666 shares of our common stock issued upon conversion of subscription receipts. (99) Consists of 833,333 shares of our common stock issued upon conversion of subscription receipts. (100) Consists of 416,666 shares of our common stock issued upon conversion of subscription receipts. (101) Consists of 833,333 shares of our common stock issued upon conversion of subscription receipts. (102) Consists of 416,666 shares of our common stock issued upon conversion of subscription receipts. (103) Consists of 833,333 shares of our common stock issued upon conversion of subscription receipts. (104) Consists of 416,666 shares of our common stock issued upon conversion of subscription receipts. (105) Held in the name of Fidelity Clearing Canada ULC ITF Brett Whalen. (106) Consists of 41,667 shares of our common stock issued upon conversion of subscription receipts. (107) Consists of 20,833 shares of our common stock issued upon conversion of subscription receipts. (108) Consists of 30,000 shares of our common stock issued upon conversion of subscription receipts. (109) Consists of 15,000 shares of our common stock issued upon conversion of subscription receipts. (110) Consists of 20,000 shares of our common stock issued upon conversion of subscription receipts. (111) Consists of 10,000 shares of our common stock issued upon conversion of subscription receipts. (112) Consists of 20,000 shares of our common stock issued upon conversion of subscription receipts. (113) Consists of 10,000 shares of our common stock issued upon conversion of subscription receipts. (114) Consists of 20,000 shares of our common stock issued upon conversion of subscription receipts. (115) Consists of 10,000 shares of our common stock issued upon conversion of subscription receipts. (116) Consists of 20,000 shares of our common stock issued upon conversion of subscription receipts.

(117) Consists of 10,000 shares of our common stock issued upon conversion of subscription receipts. (118) To our knowledge, Levi Snow exercises voting and dispositive power with respect to the shares of our common stock that are beneficially owned by

Ryder L. Holdings Ltd.

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(119) Consists of 20,000 shares of our common stock issued upon conversion of subscription receipts. (120) Consists of 10,000 shares of our common stock issued upon conversion of subscription receipts. (121) Consists of 20,000 shares of our common stock issued upon conversion of subscription receipts. (122) Consists of 10,000 shares of our common stock issued upon conversion of subscription receipts. (123) Consists of 20,000 shares of our common stock issued upon conversion of subscription receipts. (124) Consists of 10,000 shares of our common stock issued upon conversion of subscription receipts. (125) Justin Wall exercises voting and dispositive power with respect to the shares of our common stock that are beneficially owned by Palletcore Limited. (126) Consists of 41,667 shares of our common stock issued upon conversion of subscription receipts. (127) Consists of 20,833 shares of our common stock issued upon conversion of subscription receipts. (128) Paul Reinhart and Theresa Reinhart exercise voting and dispositive power with respect to the shares of our common stock that are beneficially owned

by Vanhart Capital Corporation. (129) Consists of 20,000 shares of our common stock issued upon conversion of subscription receipts. (130) Consists of 10,000 shares of our common stock issued upon conversion of subscription receipts. (131) Consists of 83,333 shares of our common stock issued upon conversion of subscription receipts. (132) Consists of 41,666 shares of our common stock issued upon conversion of subscription receipts. (133) Mike Veldhuis exercises voting and dispositive power with respect to the shares of our common stock that are beneficially owned by Blackstone

Capital Partners Inc. (134) Consists of 16,666 shares of our common stock issued upon conversion of subscription receipts. (135) Consists of 8,333 shares of our common stock issued upon conversion of subscription receipts. (136) Paul Parmar exercises voting and dispositive power with respect to the shares of our common stock that are beneficially owned by Infinity Edge

Consultants. (137) Held in the name of PI Financial Corp. (138) Consists of 16,666 shares of our common stock issued upon conversion of subscription receipts. (139) Consists of 8,333 shares of our common stock issued upon conversion of subscription receipts. (140) Justus Parmar exercises voting and dispositive power with respect to the shares of our common stock that are beneficially owned by Fortuna

Investment Corp. (141) Consists of 16,666 shares of our common stock issued upon conversion of subscription receipts. (142) Consists of 8,333 shares of our common stock issued upon conversion of subscription receipts. (143) Consists of 16,666 shares of our common stock issued upon conversion of subscription receipts. (144) Consists of 8,333 shares of our common stock issued upon conversion of subscription receipts. (145) Morgan Good exercises voting and dispositive power with respect to the shares of our common stock that are beneficially owned by Patriot Capital

Corporation. (146) Consists of 20,000 shares of our common stock issued upon conversion of subscription receipts. (147) Consists of 10,000 shares of our common stock issued upon conversion of subscription receipts. (148) Consists of 80,000 shares of our common stock issued upon conversion of subscription receipts. (149) Consists of 40,000 shares of our common stock issued upon conversion of subscription receipts. (150) Consists of 16,666 shares of our common stock issued upon conversion of subscription receipts.

(151) Consists of 8,333 shares of our common stock issued upon conversion of subscription receipts. (152) Consists of 20,000 shares of our common stock issued upon conversion of subscription receipts. (153) Consists of 10,000 shares of our common stock issued upon conversion of subscription receipts.

29

(154) G. David Richardson exercises voting and dispositive power with respect to the shares of our common stock that are beneficially owned byCountryman Investments Limited.

(155) Consists of 36,666 shares of our common stock issued upon conversion of subscription receipts. (156) Consists of 18,333 shares of our common stock issued upon conversion of subscription receipts. (157) Consists of 20,000 shares of our common stock issued upon conversion of subscription receipts. (158) Consists of 10,000 shares of our common stock issued upon conversion of subscription receipts. (159) Consists of 50,000 shares of our common stock issued upon conversion of subscription receipts. (160) Consists of 25,000 shares of our common stock issued upon conversion of subscription receipts. (161) Consists of 16,667 shares of our common stock issued upon conversion of subscription receipts. (162) Consists of 8,333 shares of our common stock issued upon conversion of subscription receipts. (163) Russell Stidolph exercises voting and dispositive power with respect to the shares of our common stock that are beneficially owned by AltEnergy,

LLC. (164) Consists of 41,667 shares of our common stock issued upon conversion of subscription receipts. (165) Consists of 20,833 shares of our common stock issued upon conversion of subscription receipts. (166) Held in the name of Haywood Securities Inc. (167) Consists of 25,000 shares of our common stock issued upon conversion of subscription receipts. (168) Consists of 12,500 shares of our common stock issued upon conversion of subscription receipts. (169) Consists of 10,000 shares of our common stock issued upon conversion of subscription receipts. (170) Consists of 5,000 shares of our common stock issued upon conversion of subscription receipts. (171) Consists of 10,000 shares of our common stock issued upon conversion of subscription receipts. (172) Consists of 5,000 shares of our common stock issued upon conversion of subscription receipts. (173) Consists of 10,000 shares of our common stock issued upon conversion of subscription receipts. (174) Consists of 5,000 shares of our common stock issued upon conversion of subscription receipts. (175) To our knowledge, Jason Gigliotti exercises voting and dispositive power with respect to the shares of our common stock that are beneficially owned

by CSM Consulting Inc. (176) Consists of 10,000 shares of our common stock issued upon conversion of subscription receipts. (177) Consists of 5,000 shares of our common stock issued upon conversion of subscription receipts. (178) Consists of 10,000 shares of our common stock issued upon conversion of subscription receipts. (179) Consists of 5,000 shares of our common stock issued upon conversion of subscription receipts. (180) To our knowledge, Chris Jackson exercises voting and dispositive power with respect to the shares of our common stock that are beneficially owned

by Vibraslim Sales Inc. (181) Consists of 10,000 shares of our common stock issued upon conversion of subscription receipts. (182) Consists of 5,000 shares of our common stock issued upon conversion of subscription receipts. (183) Consists of 10,000 shares of our common stock issued upon conversion of subscription receipts. (184) Consists of 5,000 shares of our common stock issued upon conversion of subscription receipts. (185) To our knowledge, Marco Pontillo exercises voting and dispositive power with respect to the shares of our common stock that are beneficially owned

by Marco Pontillo Prec.

(186) Consists of 10,000 shares of our common stock issued upon conversion of subscription receipts. (187) Consists of 5,000 shares of our common stock issued upon conversion of subscription receipts. (188) Consists of 10,000 shares of our common stock issued upon conversion of subscription receipts. (189) Consists of 5,000 shares of our common stock issued upon conversion of subscription receipts.

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(190) To our knowledge, Derek Pink exercises voting and dispositive power with respect to the shares of our common stock that are beneficially owned byPink Holdings Inc.

(191) Consists of 10,000 shares of our common stock issued upon conversion of subscription receipts. (192) Consists of 5,000 shares of our common stock issued upon conversion of subscription receipts. (193) To our knowledge, Kirk Gamley exercises voting and dispositive power with respect to the shares of our common stock that are beneficially owned

by Contact Financial Corporation. (194) Consists of 10,000 shares of our common stock issued upon conversion of subscription receipts. (195) Consists of 5,000 shares of our common stock issued upon conversion of subscription receipts. (196) Consists of 10,000 shares of our common stock issued upon conversion of subscription receipts. (197) Consists of 5,000 shares of our common stock issued upon conversion of subscription receipts. (198) Consists of 10,000 shares of our common stock issued upon conversion of subscription receipts. (199) Consists of 5,000 shares of our common stock issued upon conversion of subscription receipts. . (200) To our knowledge, Robin Gamley exercises voting and dispositive power with respect to the shares of our common stock that are beneficially owned

by Hatchette Holdings Ltd. (201) Consists of 10,000 shares of our common stock issued upon conversion of subscription receipts. (202) Consists of 5,000 shares of our common stock issued upon conversion of subscription receipts. (203) Consists of 10,000 shares of our common stock issued upon conversion of subscription receipts. (204) Consists of 5,000 shares of our common stock issued upon conversion of subscription receipts. (205) Consists of 10,000 shares of our common stock issued upon conversion of subscription receipts. (206) Consists of 5,000 shares of our common stock issued upon conversion of subscription receipts. (207) Douglas Ford exercises voting and dispositive power with respect to the shares of our common stock that are beneficially owned by Dockside Capital

Group Inc. (208) Consists of 10,000 shares of our common stock issued upon conversion of subscription receipts. (209) Consists of 5,000 shares of our common stock issued upon conversion of subscription receipts. (210) Consists of 10,000 shares of our common stock issued upon conversion of subscription receipts. (211) Consists of 5,000 shares of our common stock issued upon conversion of subscription receipts. (212) Robert Abenante exercises voting and dispositive power with respect to the shares of our common stock that are beneficially owned by 1022698 B.C.

Ltd. (213) Consists of 33,333 shares of our common stock issued upon conversion of subscription receipts. (214) Consists of 16,666 shares of our common stock issued upon conversion of subscription receipts. (215) Consists of 50,000 shares of our common stock issued upon conversion of subscription receipts. (216) Consists of 25,000 shares of our common stock issued upon conversion of subscription receipts. (217) Consists of 25,000 shares of our common stock issued upon conversion of subscription receipts. (218) Consists of 12,500 shares of our common stock issued upon conversion of subscription receipts. (219) Consists of 25,000 shares of our common stock issued upon conversion of subscription receipts. (220) Consists of 12,500 shares of our common stock issued upon conversion of subscription receipts. (221) Consists of 35,000 shares of our common stock issued upon conversion of subscription receipts.


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(226) Consists of 12,500 shares of our common stock issued upon conversion of subscription receipts. (227) Consists of 10,000 shares of our common stock issued upon conversion of subscription receipts. (228) Consists of 5,000 shares of our common stock issued upon conversion of subscription receipts. (229) Consists of 10,000 shares of our common stock issued upon conversion of subscription receipts. (230) Consists of 5,000 shares of our common stock issued upon conversion of subscription receipts. (231) Consists of 20,000 shares of our common stock issued upon conversion of subscription receipts. (232) Consists of 10,000 shares of our common stock issued upon conversion of subscription receipts. (233) Consists of 10,000 shares of our common stock issued upon conversion of subscription receipts. (234) Consists of 5,000 shares of our common stock issued upon conversion of subscription receipts. (235) Consists of 20,000 shares of our common stock issued upon conversion of subscription receipts. (236) Consists of 10,000 shares of our common stock issued upon conversion of subscription receipts. (237) Douglas Mason exercises voting and dispositive power with respect to the shares of our common stock that are beneficially owned by Criterion

Capital Corp. (238) Consists of 20,000 shares of our common stock issued upon conversion of subscription receipts. (239) Consists of 10,000 shares of our common stock issued upon conversion of subscription receipts. (240) Consists of 20,000 shares of our common stock issued upon conversion of subscription receipts. (241) Consists of 10,000 shares of our common stock issued upon conversion of subscription receipts. (242) Consists of 20,000 shares of our common stock issued upon conversion of subscription receipts. (243) Consists of 10,000 shares of our common stock issued upon conversion of subscription receipts. (244) Consists of 10,000 shares of our common stock issued upon conversion of subscription receipts. (245) Consists of 5,000 shares of our common stock issued upon conversion of subscription receipts. (246) Neil Currie exercises voting and dispositive power with respect to the shares of our common stock that are beneficially owned by Capital Event

Management Ltd. (247) Consists of 20,000 shares of our common stock issued upon conversion of subscription receipts. (248) Consists of 10,000 shares of our common stock issued upon conversion of subscription receipts. (249) Consists of 10,000 shares of our common stock issued upon conversion of subscription receipts. (250) Consists of 5,000 shares of our common stock issued upon conversion of subscription receipts. (251) Consists of 20,000 shares of our common stock issued upon conversion of subscription receipts. (252) Consists of 10,000 shares of our common stock issued upon conversion of subscription receipts. (253) Consists of 25,000 shares of our common stock issued upon conversion of subscription receipts. (254) Consists of 12,500 shares of our common stock issued upon conversion of subscription receipts. (255) Consists of 16,666 shares of our common stock issued upon conversion of subscription receipts. (256) Consists of 8,333 shares of our common stock issued upon conversion of subscription receipts. (257) Paul E. Roupinian exercises voting and dispositive power with respect to the shares of our common stock that are beneficially owned by Millennium

Trust Co., LLC Custodian FBO Paul E. Roupinian ROTH IRA. (258) Held in the name of Millennium Trust Co., LLC Custodian FBO Paul E. Roupinian ROTH IRA.


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(263) To our knowledge, Angelique G. Brunner exercises voting and dispositive power with respect to the shares of our common stock that are beneficiallyowned by Angelique G. Brunner Living Trust.

(264) Consists of 20,000 shares of our common stock issued upon conversion of subscription receipts. (265) Consists of 10,000 shares of our common stock issued upon conversion of subscription receipts. (266) Consists of 41,667 shares of our common stock issued upon conversion of subscription receipts. (267) Consists of 20,833 shares of our common stock issued upon conversion of subscription receipts. (268) Consists of 16,700 shares of our common stock issued upon conversion of subscription receipts. (269) Consists of 8,350 shares of our common stock issued upon conversion of subscription receipts. (270) Consists of 30,000 shares of our common stock issued upon conversion of subscription receipts. (271) Consists of 15,000 shares of our common stock issued upon conversion of subscription receipts. (272) Erminia Minicucci exercises voting and dispositive power with respect to the shares of our common stock that are beneficially owned by Minicucci

Financial Freedom Corp. (273) Consists of 20,000 shares of our common stock issued upon conversion of subscription receipts. (274) Consists of 10,000 shares of our common stock issued upon conversion of subscription receipts. (275) Consists of 20,000 shares of our common stock issued upon conversion of subscription receipts. (276) Consists of 10,000 shares of our common stock issued upon conversion of subscription receipts. (277) Maarten Elshove exercises voting and dispositive power with respect to the shares of our common stock that are beneficially owned by MM Ventures

BV. (278) Consists of 41,667 shares of our common stock issued upon conversion of subscription receipts. (279) Consists of 20,833 shares of our common stock issued upon conversion of subscription receipts. (280) Consists of 20,000 shares of our common stock issued upon conversion of subscription receipts. (281) Consists of 10,000 shares of our common stock issued upon conversion of subscription receipts. (282) Consists of 25,000 shares of our common stock issued upon conversion of subscription receipts. (283) Consists of 12,500 shares of our common stock issued upon conversion of subscription receipts. (284) Consists of 25,000 shares of our common stock issued upon conversion of subscription receipts. (285) Consists of 12,500 shares of our common stock issued upon conversion of subscription receipts. (286) Consists of 30,000 shares of our common stock issued upon conversion of subscription receipts. (287) Consists of 15,000 shares of our common stock issued upon conversion of subscription receipts. (288) Consists of 30,000 shares of our common stock issued upon conversion of subscription receipts. (289) Consists of 15,000 shares of our common stock issued upon conversion of subscription receipts. (290) Consists of 41,666 shares of our common stock issued upon conversion of subscription receipts. (291) Consists of 20,833 shares of our common stock issued upon conversion of subscription receipts. (292) Consists of 15,000 shares of our common stock issued upon conversion of subscription receipts. (293) Consists of 7,500 shares of our common stock issued upon conversion of subscription receipts. (294) Consists of 20,000 shares of our common stock issued upon conversion of subscription receipts. (295) Consists of 10,000 shares of our common stock issued upon conversion of subscription receipts.

(296) Greg Hall exercises voting and dispositive power with respect to the shares of our common stock that are beneficially owned by Water Street Assets

Inc. (297) Consists of 40,000 shares of our common stock issued upon conversion of subscription receipts. (298) Consists of 20,000 shares of our common stock issued upon conversion of subscription receipts. (299) Consists of 30,000 shares of our common stock issued upon conversion of subscription receipts.

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(300) Consists of 15,000 shares of our common stock issued upon conversion of subscription receipts. (301) Consists of 16,000 shares of our common stock issued upon conversion of subscription receipts. (302) Consists of 8,000 shares of our common stock issued upon conversion of subscription receipts. (303) Consists of 10,000 shares of our common stock issued upon conversion of subscription receipts. (304) Consists of 5,000 shares of our common stock issued upon conversion of subscription receipts. (305) Consists of 40,000 shares of our common stock issued upon conversion of subscription receipts. (306) Consists of 20,000 shares of our common stock issued upon conversion of subscription receipts. (307) Mohammad Shaygan exercises voting and dispositive power with respect to the shares of our common stock that are beneficially owned by Dragon

Capital Corp. (308) Consists of 50,000 shares of our common stock issued upon conversion of subscription receipts. (309) Consists of 25,000 shares of our common stock issued upon conversion of subscription receipts. (310) Consists of 30,000 shares of our common stock issued upon conversion of subscription receipts. (311) Consists of 15,000 shares of our common stock issued upon conversion of subscription receipts. (312) Consists of 20,000 shares of our common stock issued upon conversion of subscription receipts. (313) Consists of 10,000 shares of our common stock issued upon conversion of subscription receipts. (314) Consists of 15,000 shares of our common stock issued upon conversion of subscription receipts. (315) Consists of 7,500 shares of our common stock issued upon conversion of subscription receipts. (316) Consists of 30,000 shares of our common stock issued upon conversion of subscription receipts. (317) Consists of 15,000 shares of our common stock issued upon conversion of subscription receipts. (318) Consists of 20,000 shares of our common stock issued upon conversion of subscription receipts. (319) Consists of 10,000 shares of our common stock issued upon conversion of subscription receipts. (320) Consists of 15,000 shares of our common stock issued upon conversion of subscription receipts. (321) Consists of 7,500 shares of our common stock issued upon conversion of subscription receipts. (322) Ralph Street exercises voting and dispositive power with respect to the shares of our common stock that are beneficially owned by 444175 BC Ltd. (323) Consists of 15,000 shares of our common stock issued upon conversion of subscription receipts. (324) Consists of 7,500 shares of our common stock issued upon conversion of subscription receipts. (325) Archie Campbell exercises voting and dispositive power with respect to the shares of our common stock that are beneficially owned by Moyen

Holdings Ltd. (326) Consists of 15,000 shares of our common stock issued upon conversion of subscription receipts. (327) Consists of 7,500 shares of our common stock issued upon conversion of subscription receipts. (328) Clifford Horwood exercises voting and dispositive power with respect to the shares of our common stock that are beneficially owned by Clifford E.

Horwood Inc. (329) Consists of 15,000 shares of our common stock issued upon conversion of subscription receipts. (330) Consists of 7,500 shares of our common stock issued upon conversion of subscription receipts. (331) Richard Tuckey exercises voting and dispositive power with respect to the shares of our common stock that are beneficially owned by Richard T.

Tuckey Inc.


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(336) Consists of 83,300 shares of our common stock issued upon conversion of subscription receipts. (337) Consists of 41,650 shares of our common stock issued upon conversion of subscription receipts. (338) Adrian Makowecki and Janice Makowecki exercise voting and dispositive power with respect to the shares of our common stock that are beneficially

owned by 496001 Alberta Ltd. (339) Consists of 24,000 shares of our common stock issued upon conversion of subscription receipts. (340) Consists of 12,000 shares of our common stock issued upon conversion of subscription receipts. (341) Consists of 6,300 shares of our common stock issued upon conversion of subscription receipts. (342) Consists of 3,150 shares of our common stock issued upon conversion of subscription receipts. (343) Consists of 12,500 shares of our common stock issued upon conversion of subscription receipts. (344) Consists of 6,250 shares of our common stock issued upon conversion of subscription receipts. (345) Consists of 9,100 shares of our common stock issued upon conversion of subscription receipts. (346) Consists of 4,550 shares of our common stock issued upon conversion of subscription receipts. (347) Consists of 28,500 shares of our common stock issued upon conversion of subscription receipts. (348) Consists of 14,250 shares of our common stock issued upon conversion of subscription receipts. (349) Brad Docherty and Eli David Abergel exercise voting and dispositive power with respect to the shares of our common stock that are beneficially

owned by Capitalize Consulting Corp. (350) Consists of 10,000 shares of our common stock issued upon conversion of subscription receipts. (351) Consists of 5,000 shares of our common stock issued upon conversion of subscription receipts. (352) Brad Docherty exercises voting and dispositive power with respect to the shares of our common stock that are beneficially owned by B.D. Corporate

Services Inc. (353) Consists of 10,000 shares of our common stock issued upon conversion of subscription receipts. (354) Consists of 5,000 shares of our common stock issued upon conversion of subscription receipts. (355) Consists of 10,000 shares of our common stock issued upon conversion of subscription receipts. (356) Consists of 5,000 shares of our common stock issued upon conversion of subscription receipts. (357) Consists of 12,500 shares of our common stock issued upon conversion of subscription receipts. (358) Consists of 6,250 shares of our common stock issued upon conversion of subscription receipts. (359) Consists of 17,000 shares of our common stock issued upon conversion of subscription receipts. (360) Consists of 8,500 shares of our common stock issued upon conversion of subscription receipts. (361) Consists of 34,000 shares of our common stock issued upon conversion of subscription receipts. (362) Consists of 17,000 shares of our common stock issued upon conversion of subscription receipts. (363) Consists of 17,000 shares of our common stock issued upon conversion of subscription receipts. (364) Consists of 8,500 shares of our common stock issued upon conversion of subscription receipts. (365) Consists of 8,300 shares of our common stock issued upon conversion of subscription receipts. (366) Consists of 4,150 shares of our common stock issued upon conversion of subscription receipts. (367) Consists of 25,000 shares of our common stock issued upon conversion of subscription receipts. (368) Consists of 12,500 shares of our common stock issued upon conversion of subscription receipts.

(369) Consists of 25,000 shares of our common stock issued upon conversion of subscription receipts. (370) Consists of 12,500 shares of our common stock issued upon conversion of subscription receipts. (371) Consists of 17,000 shares of our common stock issued upon conversion of subscription receipts. (372) Consists of 8,500 shares of our common stock issued upon conversion of subscription receipts. (373) Consists of 17,000 shares of our common stock issued upon conversion of subscription receipts.

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(374) Consists of 8,500 shares of our common stock issued upon conversion of subscription receipts. (375) Consists of 12,500 shares of our common stock issued upon conversion of subscription receipts. (376) Consists of 6,250 shares of our common stock issued upon conversion of subscription receipts. (377) Stephen Herman exercises voting and dispositive power with respect to the shares of our common stock that are beneficially owned by 1883159

Alberta Ltd. (378) Consists of 17,000 shares of our common stock issued upon conversion of subscription receipts. (379) Consists of 8,500 shares of our common stock issued upon conversion of subscription receipts. (380) Consists of 4,100 shares of our common stock issued upon conversion of subscription receipts. (381) Consists of 2,050 shares of our common stock issued upon conversion of subscription receipts. (382) Consists of 40,000 shares of our common stock issued upon conversion of subscription receipts. (383) Consists of 20,000 shares of our common stock issued upon conversion of subscription receipts. (384) Consists of 12,500 shares of our common stock issued upon conversion of subscription receipts. (385) Consists of 6,250 shares of our common stock issued upon conversion of subscription receipts. (386) Consists of 31,600 shares of our common stock issued upon conversion of subscription receipts. (387) Consists of 15,800 shares of our common stock issued upon conversion of subscription receipts. (388) Consists of 18,500 shares of our common stock issued upon conversion of subscription receipts. (389) Consists of 9,250 shares of our common stock issued upon conversion of subscription receipts. (390) Consists of 20,000 shares of our common stock issued upon conversion of subscription receipts. (391) Consists of 10,000 shares of our common stock issued upon conversion of subscription receipts. (392) Consists of 10,000 shares of our common stock issued upon conversion of subscription receipts. (393) Consists of 5,000 shares of our common stock issued upon conversion of subscription receipts. (394) Consists of 40,000 shares of our common stock issued upon conversion of subscription receipts. (395) Consists of 20,000 shares of our common stock issued upon conversion of subscription receipts. (396) Consists of 17,000 shares of our common stock issued upon conversion of subscription receipts. (397) Consists of 8,500 shares of our common stock issued upon conversion of subscription receipts. (398) Consists of 17,000 shares of our common stock issued upon conversion of subscription receipts. (399) Consists of 8,500 shares of our common stock issued upon conversion of subscription receipts. (400) Consists of 26,000 shares of our common stock issued upon conversion of subscription receipts. (401) Consists of 13,000 shares of our common stock issued upon conversion of subscription receipts. (402) Consists of 12,500 shares of our common stock issued upon conversion of subscription receipts. (403) Consists of 6,250 shares of our common stock issued upon conversion of subscription receipts. (404) Consists of 20,000 shares of our common stock issued upon conversion of subscription receipts. (405) Consists of 10,000 shares of our common stock issued upon conversion of subscription receipts. (406) Consists of 12,500 shares of our common stock issued upon conversion of subscription receipts. (407) Consists of 6,250 shares of our common stock issued upon conversion of subscription receipts.

(408) Consists of 12,000 shares of our common stock issued upon conversion of subscription receipts. (409) Consists of 6,000 shares of our common stock issued upon conversion of subscription receipts. (410) Anthony Roodenburg and James Pirie exercise voting and dispositive power with respect to the shares of our common stock that are beneficially

owned by Greencastle Resources Ltd. (411) Consists of 2,000 shares of our common stock issued upon conversion of subscription receipts.

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(412) Consists of 1,000 shares of our common stock issued upon conversion of subscription receipts. (413) Consists of 2,000 shares of our common stock issued upon conversion of subscription receipts. (414) Consists of 1,000 shares of our common stock issued upon conversion of subscription receipts. (415) Consists of 2,000 shares of our common stock issued upon conversion of subscription receipts. (416) Consists of 1,000 shares of our common stock issued upon conversion of subscription receipts. (417) Consists of 2,000 shares of our common stock issued upon conversion of subscription receipts. (418) Consists of 1,000 shares of our common stock issued upon conversion of subscription receipts. (419) Consists of 2,000 shares of our common stock issued upon conversion of subscription receipts. (420) Consists of 1,000 shares of our common stock issued upon conversion of subscription receipts. (421) Consists of 6,000 shares of our common stock issued upon conversion of subscription receipts. (422) Consists of 3,000 shares of our common stock issued upon conversion of subscription receipts. (423) Consists of 2,000 shares of our common stock issued upon conversion of subscription receipts. (424) Consists of 1,000 shares of our common stock issued upon conversion of subscription receipts. (425) Consists of 2,000 shares of our common stock issued upon conversion of subscription receipts. (426) Consists of 1,000 shares of our common stock issued upon conversion of subscription receipts. (427) Consists of 2,000 shares of our common stock issued upon conversion of subscription receipts. (428) Consists of 1,000 shares of our common stock issued upon conversion of subscription receipts. (429) Consists of 2,000 shares of our common stock issued upon conversion of subscription receipts. (430) Consists of 1,000 shares of our common stock issued upon conversion of subscription receipts. (431) Consists of 2,000 shares of our common stock issued upon conversion of subscription receipts. (432) Consists of 1,000 shares of our common stock issued upon conversion of subscription receipts. (433) Consists of 2,000 shares of our common stock issued upon conversion of subscription receipts. (434) Consists of 1,000 shares of our common stock issued upon conversion of subscription receipts. (435) Consists of 2,000 shares of our common stock issued upon conversion of subscription receipts. (436) Consists of 1,000 shares of our common stock issued upon conversion of subscription receipts. (437) Consists of 2,000 shares of our common stock issued upon conversion of subscription receipts. (438) Consists of 1,000 shares of our common stock issued upon conversion of subscription receipts. (439) Consists of 2,000 shares of our common stock issued upon conversion of subscription receipts. (440) Consists of 1,000 shares of our common stock issued upon conversion of subscription receipts. (441) Consists of 2,000 shares of our common stock issued upon conversion of subscription receipts. (442) Consists of 1,000 shares of our common stock issued upon conversion of subscription receipts. (443) Consists of 2,000 shares of our common stock issued upon conversion of subscription receipts. (444) Consists of 1,000 shares of our common stock issued upon conversion of subscription receipts. (445) Consists of 2,000 shares of our common stock issued upon conversion of subscription receipts.

(446) Consists of 1,000 shares of our common stock issued upon conversion of subscription receipts. (447) Consists of 2,000 shares of our common stock issued upon conversion of subscription receipts. (448) Consists of 1,000 shares of our common stock issued upon conversion of subscription receipts. (449) Consists of 2,000 shares of our common stock issued upon conversion of subscription receipts. (450) Consists of 1,000 shares of our common stock issued upon conversion of subscription receipts. (451) Consists of 2,000 shares of our common stock issued upon conversion of subscription receipts.

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(452) Consists of 1,000 shares of our common stock issued upon conversion of subscription receipts. (453) Tim Bergen and Leah Bergen exercise voting and dispositive power with respect to the shares of our common stock that are beneficially owned by

799462 Alberta Ltd. (454) Consists of 60,000 shares of our common stock issued upon conversion of subscription receipts. (455) Consists of 30,000 shares of our common stock issued upon conversion of subscription receipts. (456) Consists of 2,000 shares of our common stock issued upon conversion of subscription receipts. (457) Consists of 1,000 shares of our common stock issued upon conversion of subscription receipts. (458) Consists of 2,000 shares of our common stock issued upon conversion of subscription receipts. (459) Consists of 1,000 shares of our common stock issued upon conversion of subscription receipts. (460) Consists of 2,000 shares of our common stock issued upon conversion of subscription receipts. (461) Consists of 1,000 shares of our common stock issued upon conversion of subscription receipts. (462) Consists of 50,000 shares of our common stock issued upon conversion of subscription receipts. (463) Consists of 25,000 shares of our common stock issued upon conversion of subscription receipts. (464) Consists of 14,000 shares of our common stock issued upon conversion of subscription receipts. (465) Consists of 7,000 shares of our common stock issued upon conversion of subscription receipts. (466) Consists of 2,000 shares of our common stock issued upon conversion of subscription receipts. (467) Consists of 1,000 shares of our common stock issued upon conversion of subscription receipts. (468) Consists of 2,000 shares of our common stock issued upon conversion of subscription receipts. (469) Consists of 1,000 shares of our common stock issued upon conversion of subscription receipts. (470) Wayne Tisdale exercises voting and dispositive power with respect to the shares of our common stock that are beneficially owned by Galloway

Financial Services. (471) Consists of 2,000 shares of our common stock issued upon conversion of subscription receipts. (472) Consists of 1,000 shares of our common stock issued upon conversion of subscription receipts. (473) Dan Whittaker and Brenda Kops exercise voting and dispositive power with respect to the shares of our common stock that are beneficially owned by

Birchpoint Holdings Inc. (474) Consists of 2,000 shares of our common stock issued upon conversion of subscription receipts. (475) Consists of 1,000 shares of our common stock issued upon conversion of subscription receipts. (476) Consists of 65,000 shares of our common stock issued upon conversion of subscription receipts. (477) Consists of 32,500 shares of our common stock issued upon conversion of subscription receipts. (478) Consists of 20,000 shares of our common stock issued upon conversion of subscription receipts. (479) Consists of 10,000 shares of our common stock issued upon conversion of subscription receipts. (480) Consists of 7,000 shares of our common stock issued upon conversion of subscription receipts. (481) Consists of 3,500 shares of our common stock issued upon conversion of subscription receipts. (482) Consists of 7,000 shares of our common stock issued upon conversion of subscription receipts. (483) Consists of 3,500 shares of our common stock issued upon conversion of subscription receipts. (484) Consists of 2,000 shares of our common stock issued upon conversion of subscription receipts.


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(490) Consists of 20,000 shares of our common stock issued upon conversion of subscription receipts. (491) Consists of 10,000 shares of our common stock issued upon conversion of subscription receipts. (492) Consists of 6,000 shares of our common stock issued upon conversion of subscription receipts. (493) Consists of 3,000 shares of our common stock issued upon conversion of subscription receipts. (494) Consists of 2,000 shares of our common stock issued upon conversion of subscription receipts. (495) Consists of 1,000 shares of our common stock issued upon conversion of subscription receipts. (496) Consists of 100,000 shares of our common stock issued upon conversion of subscription receipts. (497) Consists of 50,000 shares of our common stock issued upon conversion of subscription receipts. (498) Morris Chen exercises voting and dispositive power with respect to the shares of our common stock that are beneficially owned by 11285 Holdings

Ltd. (499) Consists of 335,000 shares of our common stock issued upon conversion of subscription receipts. (500) Consists of 167,500 shares of our common stock issued upon conversion of subscription receipts. (501) Consists of 50,000 shares of our common stock issued upon conversion of subscription receipts. (502) Consists of 25,000 shares of our common stock issued upon conversion of subscription receipts. (503) Consists of 100,000 shares of our common stock issued upon conversion of subscription receipts. (504) Consists of 50,000 shares of our common stock issued upon conversion of subscription receipts. (505) Consists of 50,000 shares of our common stock issued upon conversion of subscription receipts. (506) Consists of 25,000 shares of our common stock issued upon conversion of subscription receipts. (507) Consists of 20,000 shares of our common stock issued upon conversion of subscription receipts. (508) Consists of 10,000 shares of our common stock issued upon conversion of subscription receipts. (509) Consists of 20,000 shares of our common stock issued upon conversion of subscription receipts. (510) Consists of 10,000 shares of our common stock issued upon conversion of subscription receipts. (511) Consists of 25,000 shares of our common stock issued upon conversion of subscription receipts. (512) Consists of 12,500 shares of our common stock issued upon conversion of subscription receipts. (513) Consists of 50,000 shares of our common stock issued upon conversion of subscription receipts. (514) Consists of 25,000 shares of our common stock issued upon conversion of subscription receipts. (515) David Baker exercises voting and dispositive power with respect to the shares of our common stock that are beneficially owned by D. Baker Capital

Inc. (516) Consists of 10,000 shares of our common stock issued upon conversion of subscription receipts. (517) Consists of 5,000 shares of our common stock issued upon conversion of subscription receipts. (518) Consists of 10,000 shares of our common stock issued upon conversion of subscription receipts. (519) Consists of 5,000 shares of our common stock issued upon conversion of subscription receipts. (520) Camille Turner exercises voting and dispositive power with respect to the shares of our common stock that are beneficially owned by 0702232 BC

Ltd. (521) Consists of 10,000 shares of our common stock issued upon conversion of subscription receipts. (522) Consists of 5,000 shares of our common stock issued upon conversion of subscription receipts.


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(528) Consists of 40,000 shares of our common stock issued upon conversion of subscription receipts. (529) Consists of 20,000 shares of our common stock issued upon conversion of subscription receipts. (530) Consists of 10,000 shares of our common stock issued upon conversion of subscription receipts. (531) Consists of 41,600 shares of our common stock issued upon conversion of subscription receipts. (532) Consists of 20,800 shares of our common stock issued upon conversion of subscription receipts. (533) Consists of 2,000 shares of our common stock issued upon conversion of subscription receipts. (534) Consists of 1,000 shares of our common stock issued upon conversion of subscription receipts. (535) Consists of 2,000 shares of our common stock issued upon conversion of subscription receipts. (536) Consists of 1,000 shares of our common stock issued upon conversion of subscription receipts. (537) Consists of 100,000 shares of our common stock issued upon conversion of subscription receipts. (538) Consists of 50,000 shares of our common stock issued upon conversion of subscription receipts. (539) Consists of 70,000 shares of our common stock issued upon conversion of subscription receipts. (540) Consists of 35,000 shares of our common stock issued upon conversion of subscription receipts. (541) Consists of 50,000 shares of our common stock issued upon conversion of subscription receipts. (542) Consists of 25,000 shares of our common stock issued upon conversion of subscription receipts. (543) Consists of 100,000 shares of our common stock issued upon conversion of subscription receipts. (544) Consists of 50,000 shares of our common stock issued upon conversion of subscription receipts. (545) Consists of 70,000 shares of our common stock issued upon conversion of subscription receipts. (546) Consists of 35,000 shares of our common stock issued upon conversion of subscription receipts. (547) William Panenka exercises voting and dispositive power with respect to the shares of our common stock that are beneficially owned by Dr. William

Panenka. (548) Consists of 70,000 shares of our common stock issued upon conversion of subscription receipts. (549) Consists of 35,000 shares of our common stock issued upon conversion of subscription receipts.

Plan of Distribution

Each of the selling stockholders named above and any of their pledgees, assignees and successors-in-interest may, from time to time, sell any or all of his, her or itsshares of our common stock covered hereby on the OTC Markets Group’s OTC Pink or any other stock exchange, market or trading facility on which the shares ofour common stock are traded or in private transactions. A selling stockholder may sell all or a portion of the shares being offered pursuant to this prospectus at afixed price of $0.60 per share until shares of our common stock are quoted on the OTC Markets Group’s OTCQB or OTCQX or listed on a Canadian stockexchange or any other stock exchange, and thereafter at prevailing market prices at the time of sale, at varying prices or at negotiated prices. A selling stockholdermay use any one or more of the following methods when selling securities: ● ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers; ● block trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate

the transaction; ● purchases by a broker-dealer as principal and resale by the broker-dealer for its account; ● an exchange distribution in accordance with the rules of the applicable exchange; ● privately negotiated transactions; ● in transactions through broker-dealers that agree with the selling stockholders to sell a specified number of such shares at a stipulated price per share;

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● through the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise; ● a combination of any such methods of sale; or ● any other method permitted pursuant to applicable law.

The selling stockholders may also sell shares under Rule 144 under the Securities Act of 1933, if available, rather than under this prospectus. Broker-dealers engaged by the selling stockholders may arrange for other broker-dealers to participate in sales. If the selling stockholders effect such transactionsby selling shares of common stock to or through underwriters, broker-dealers or agents, such underwriters, broker-dealers or agents may receive commissions inthe form of discounts, concessions or commissions from the selling stockholders or commissions from purchasers of the shares of common stock for whom theymay act as agent or to whom they may sell as principal. Such commissions will be in amounts to be negotiated, but, except as set forth in a supplement to thisprospectus, will not be in excess of a customary brokerage commission in compliance with FINRA Rule 2121 and Supplementary Material .01 and SupplementaryMaterial .02 thereto in the case of an agency transaction. The selling stockholders and any broker-dealers or agents that are involved in selling the shares may be deemed to be “underwriters” within the meaning of theSecurities Act of 1933 in connection with such sales. In such event, any commissions received by such broker-dealers or agents and any profit on the resale of theshares purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act of 1933. To our knowledge, each sellingstockholder does not have any written or oral agreement, arrangement or understanding, directly or indirectly, with any person to distribute the shares of ourcommon stock. Because selling stockholders may be deemed to be “underwriters” within the meaning of the Securities Act of 1933, they will be subject to the prospectus deliveryrequirements of the Securities Act of 1933 including Rule 172 thereunder. In addition, any securities covered by this prospectus which qualify for sale pursuant toRule 144 under the Securities Act of 1933 may be sold under Rule 144 rather than under this prospectus. The selling stockholders have advised us that there is nounderwriter or coordinating broker acting in connection with the proposed sale of the shares of our common stock by the selling stockholders. Under the securities laws of some states, the shares of our common stock may be sold in such states only through registered or licensed brokers or dealers. Inaddition, in some states, the shares of our common stock may not be sold unless they have been registered or qualified for sale in such state or an exemption fromthe registration or qualification requirement is available and is complied with. Under applicable rules and regulations under the Securities Exchange Act of 1934, any person engaged in the distribution of the shares of our common stock maynot simultaneously engage in market making activities with respect to the common stock for the applicable restricted period, as defined in Regulation M, prior tothe commencement of the distribution. In addition, the selling stockholders will be subject to applicable provisions of the Securities Exchange Act of 1934 and therules and regulations thereunder, including Regulation M, which may limit the timing of purchases and sales of shares of the common stock by the sellingstockholders or any other person.

Description of Securities

General Our authorized capital stock consists of 75,000,000 shares of common stock, with a par value of $0.001 per share. We are not authorized to issue any shares ofpreferred stock. As of July 17, 2018, there were 20,874,524 shares of our common stock issued and outstanding.

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Voting Rights Our common stock is entitled to one vote per share on all matters submitted to a vote of our stockholders, including the election of directors. Except as otherwiserequired by law, the holders of our common stock possess all voting power. A majority of our outstanding shares entitled to vote, represented in person or byproxy, constitute a quorum at a meeting of our stockholders. If a quorum exists, a majority vote of those shares present and voting at a duly organized meeting willsuffice to defeat or enact any proposal unless the statutes of the State of Nevada, our articles of incorporation or bylaws require a greater-than-majority vote, inwhich event the higher vote will be required for the action to constitute the action of our company. Unless otherwise provided in our articles of incorporation,directors are elected by a plurality of the votes cast by the shares entitled to vote in the election at a meeting of our stockholders at which a quorum is present. Any action required or permitted to be taken at a meeting of our stockholders may be taken without a meeting if one or more written consents, setting forth theaction so taken, is signed by our stockholders holding a majority of the shares entitled to vote with respect to the subject matter thereof, unless a supermajority voteis required by our bylaws in which case a “supermajority” vote will be required. Our board of directors has the power to amend our bylaws unless our stockholders, in adopting, amending or repealing a particular bylaw, provide expressly thatour board of directors may not amend or repeal that bylaw or our bylaw either establishes, amends or deletes a supermajority stockholder quorum or votingrequirement. As a result, our board of directors may be able to change the quorum and voting requirements at a meeting of our stockholders, subject to theapplicable laws and our articles of incorporation and bylaws. Other Rights Upon our liquidation, dissolution or winding up, the holders of our common stock are entitled to share ratably in all net assets available for distribution to ourstockholders after payment to creditors. The holders of our common stock are entitled to receive the dividends as may be declared by our board of directors out of funds legally available for dividends.Our board of directors is not obligated to declare a dividend. Any future dividends will be subject to the discretion of our board of directors and will depend upon,among other things, our future earnings, operating and financial condition, capital requirements, general business conditions and other pertinent factors. It is notanticipated that dividends will be paid in the foreseeable future. Our common stock is not convertible or redeemable and has no pre-emptive, subscription or conversion rights. There are no conversions, redemption, sinking fundor similar provisions regarding our common stock. Anti-Takeover Provisions Some features of the Nevada Revised Statutes, which are further described below, may have the effect of deterring third parties from making takeover bids forcontrol of our company or may be used to hinder or delay a takeover bid. This would decrease the chance that our stockholders would realize a premium overmarket price for their shares of common stock as a result of a takeover bid. Acquisition of Controlling Interest The Nevada Revised Statutes contain provisions governing the acquisition of a controlling interest of certain Nevada corporations. These provisions providegenerally that any person or entity that acquires in excess of a specified percentage of the outstanding voting shares of a Nevada corporation may be denied votingrights with respect to the acquired shares, unless the holders of a majority of the voting power of the corporation, excluding shares as to which any of suchacquiring person or entity, an officer or a director of the corporation, and an employee of the corporation exercises voting rights, elect to restore such voting rightsin whole or in part. These provisions apply whenever a person or entity acquires shares that, but for the operation of these provisions, would bring voting power ofsuch person or entity in the election of directors within any of the following three ranges: ● 20% or more but less than 33 1/3%; ● 33 1/3% or more but less than or equal to 50%; or ● more than 50%.

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The stockholders or board of directors of a corporation may elect to exempt the stock of the corporation from these provisions through adoption of a provision tothat effect in the articles of incorporation or bylaws of the corporation. Our articles of incorporation and bylaws do not exempt our common stock from theseprovisions. These provisions are applicable only to a Nevada corporation, which: ● has 200 or more stockholders of record, at least 100 of whom have addresses in Nevada appearing on the stock ledger of the corporation; and ● does business in Nevada directly or through an affiliated corporation.

At this time, we do not have 100 stockholders of record who have addresses in Nevada appearing on our stock ledger nor do we conduct any business in Nevada,either directly or through an affiliated corporation. Therefore, we believe that these provisions do not apply to acquisitions of our shares and will not until suchtime as these requirements have been met. At such time as they may apply to us, these provisions may discourage companies or persons interested in acquiring asignificant interest in or control of our company, regardless of whether such acquisition may be in the interest of our stockholders. Combination with Interested Stockholder The Nevada Revised Statutes contain provisions governing the combination of any Nevada corporation that has 200 or more stockholders of record with aninterested stockholder. As of July 17, 2018, we had approximately 111 stockholders of record. Therefore, we believe that these provisions do not apply to us andwill not until such time as these requirements have been met. At such time as they may apply to us, these provisions may also have effect of delaying or making itmore difficult to effect a change in control of our company. A corporation affected by these provisions may not engage in a combination within three years after the interested stockholder acquires his, her or its shares unlessthe combination or purchase is approved by the board of directors before the interested stockholder acquired such shares. Generally, if approval is not obtained,then after the expiration of the three-year period, the business combination may be consummated with the approval of the board of directors before the personbecame an interested stockholder or a majority of the voting power held by disinterested stockholders, or if the consideration to be received per share bydisinterested stockholders is at least equal to the highest of: ● the highest price per share paid by the interested stockholder within the three years immediately preceding the date of the announcement of the

combination or within three years immediately before, or in, the transaction in which he, she or it became an interested stockholder, whichever is higher; ● the market value per share on the date of announcement of the combination or the date the person became an interested stockholder, whichever is higher;

or ● if higher for the holders of preferred stock, the highest liquidation value of the preferred stock, if any.

Generally, these provisions define an interested stockholder as a person who is the beneficial owner, directly or indirectly of 10% or more of the voting power ofthe outstanding voting shares of a corporation. Generally, these provisions define combination to include any merger or consolidation with an interestedstockholder, or any sale, lease, exchange, mortgage, pledge, transfer or other disposition, in one transaction or a series of transactions with an interestedstockholder of assets of the corporation having: ● an aggregate market value equal to 5% or more of the aggregate market value of the assets of the corporation; ● an aggregate market value equal to 5% or more of the aggregate market value of all outstanding shares of the corporation; or ● representing 10% or more of the earning power or net income of the corporation.

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Articles of Incorporation and Bylaws There are no provisions in our articles of incorporation or our bylaws that would delay, defer or prevent a change in control of our company and that would operateonly with respect to an extraordinary corporate transaction involving our company or any of our subsidiaries, such as merger, reorganization, tender offer, sale ortransfer of substantially all of its assets, or liquidation.

Experts and Counsel

The financial statements of our company included in this prospectus have been audited by Haynie & Company to the extent and for the period set forth in its report(which contains an explanatory paragraph regarding our ability to continue as a going concern) appearing elsewhere in the prospectus, and are included in relianceupon such report given upon the authority of said firm as experts in auditing and accounting. Clark Wilson LLP has provided an opinion on the validity of the shares of our common stock being offered pursuant to this prospectus.

Interest of Named Experts and Counsel

No expert named in the registration statement of which this prospectus forms a part as having prepared or certified any part thereof (or is named as having preparedor certified a report or valuation for use in connection with such registration statement) or counsel named in this prospectus as having given an opinion upon thevalidity of the securities being offered pursuant to this prospectus or upon other legal matters in connection with the registration or offering such securities wasemployed for such purpose on a contingency basis. Also at the time of such preparation, certification or opinion or at any time thereafter, through the date ofeffectiveness of such registration statement or that part of such registration statement to which such preparation, certification or opinion relates, no such personhad, or is to receive, in connection with the offering, a substantial interest, direct or indirect, in our company or any of its parents or subsidiaries. Nor was any suchperson connected with our company or any of its parents or subsidiaries as a promoter, managing or principal underwriter, voting trustee, director, officer oremployee.

Information with respect to Our CompanyDescription of Business

Corporate Overview We were incorporated under the laws of the State of Nevada on July 20, 2010 under the name “Redstone Literary Agents, Inc.”. Following incorporation, wecommenced the business of representing authors to publishers. Upon the resignation of Mary Wolf as an officer of our company on August 28, 2014, we ceased pursuing the business of representing authors to publishers andsought new business opportunities. In July 2017, we decided to operate a new business of providing services for blockchain and cryptocurrency technologies and incorporated a Nevada subsidiary,AppCoin Innovations (USA) Inc. on August 1, 2017. Effective August 17, 2017, we completed a merger with our wholly-owned subsidiary, AppCoin Innovations Inc., a Nevada corporation, which was incorporatedsolely to effect a change in our name. As a result, we changed our name from “Redstone Literary Agents, Inc.” to “AppCoin Innovations Inc.”. Effective February 14, 2018, we completed a merger with our wholly-owned subsidiary, ICOX Innovations Inc., a Nevada corporation, which was incorporatedsolely to effect a change in our name. As a result, we have changed our name from “AppCoin Innovations Inc.” to “ICOX Innovations Inc.”. Our principal offices are located at 4101 Redwood Ave., Building F, Los Angeles, CA 90066. Our telephone number is (424) 570-9446.

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Recent Developments On October 18, 2017, we entered into a business services agreement with Business Instincts Group Inc. ( “BIG” ), whereby we retained the services of BIG toprovide certain services, including creating, designing and project managing the launching of initial coin offerings for our clients, in consideration for a monthlyfee of $35,000 and a signing bonus of $100,000 payable as follows: (i) $50,000 upon closing of up to $750,000 of equity financing and (ii) $50,000 payable onsigning of the first client agreement. The agreement continues for a two-year term which will automatically be renewed unless: (i) mutually agreed to by BIG andus, or (ii) written notice of non-renewal is provided by the non-renewing party to the other at least 90 days prior to the end of the term. The agreement may beterminated by either party, without cause, at any time upon the provision of 90 days written notice to the other party. Our chairman, Cameron Chell, is a director,officer and an indirect shareholder of BIG. On June 25, 2018, we entered into an amendment agreement to amend the business services agreement with BIG.Pursuant to the amendment agreement, BIG and our company agreed to increase the base fee for BIG’s provision of strategic leadership, analysis, projectmanagement and administrative management to $105,000 per month from $35,000 per month, effective as of June 1, 2018. We also agreed to pay BIG a bonus inthe amount of $280,000 payable on or before June 30, 2018. All other terms of the business services agreement are unaffected and continue in full force and effect. On November 20, 2017, we entered into a loan agreement with WENN Digital Inc. ( “WENN” ) whereby we provided to WENN a loan in the principal amount of$100,000, which was to be loaned to Ryde GmbH (“ Ryde ”) by WENN. The principal amount of the loan bears interest at an annual rate of 7% and matures onNovember 20, 2018. As partial consideration for us agreeing to provide the loan to WENN, WENN agreed to issue to us such number of shares such that we willown 7.5% of the issued and outstanding common stock of WENN after the issuance of WENN’s common stock to founding shareholders of WENN. On January 3,2018, WENN fully repaid us the principal amount of the loan with accrued interest, being $100,843.83. On December 29, 2017, we entered into a business services agreement with WENN, on March 19, 2018, we entered into the amendment no. 1 to business servicesagreement dated as of March 15, 2018 with WENN, and, on July 9, 2018, we entered into the amendment no. 2 to business services agreement dated as of July 9,2018 with WENN. Pursuant to the business services agreement, we agreed to provide WENN with the services in connection with WENN’s development of animage rights management and protection platform (the “Platform” ) using blockchain technology, including (i) the business development and technical services,(ii) the business launch services and (iii) the post-business launch support services. WENN was created by combining two substantial, existing businesses, Ryde and The WENN Media Group Limited (“ WENN Media ”). To our knowledge, Rydeand WENN Media have deep big data, blockchain development, copyright legal experience, proven AI-enabled image recognition and a post-licensing platform.We understand that WENN plans to build a sustainable community on the blockchain of the world’s photographers, offering them, among other things: (i) anefficient and cost-effective means to manage, protect and monetize their creative work; (ii) fast and free copyright protection registration; (iii) efficient and fullytransparent accounting reporting; (iv) instant payments; and (v) innovative new revenue streams. The stockholders of WENN currently include us, BlockchainMerchant Group, Inc., Business Instincts Group Inc., Ryde, and WENN Media and, upon the closing of its acquisitions of Ryde and WENN Media, are expected toinclude certain shareholders of those entities. We do not intend to find or make referrals to, or otherwise solicit, or assist in any way in the solicitation of, investors for investment in WENN’s coin offerings, actas a placement agent for the sale of WENN’s coins, or otherwise engage in any activity that would require us to register under Section 15(b) of the SecuritiesExchange Act of 1934, or similar provisions under state law. The business services agreement with WENN provides that the fees for the services provided in connection with the development and launch of the Platform (thebusiness development and technical services and business launch services) were deemed earned on the date of execution of the business services agreement. Wehave waived WENN’s requirement to pay the $250,000 fixed fee in connection with the business development and technical services as a concession. We haverecognized the business development and technical services fee of $500,000 during the year ended December 31, 2017, which WENN paid in January 2018 uponthe completion of its first round of pre-ICO fundraising. The fees for the post-business launch support services (the “Monthly Services” ) are $35,000 per month and they will be due at the beginning of each month inwhich the Monthly Services are performed. With respect to the Monthly Services, we have agreed to provide the Monthly Services for one year commencing onthe date of the Platform Launch (as defined below), after which the business services agreement and the provision of the Monthly Services will automaticallyrenew for a one year period and can be terminated by either our company or WENN with 30 days’ written notice. “Platform Launch” means the publicized productlaunch of the Platform to the general public, including the ability of the general public to use Tokens as the primary means of exchange for transactions on thePlatform.

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In addition, the business services agreement with WENN provides that the work fee in the amount of $4,175,000 is deemed earned on March 15, 2018 and thework fee is subject to a Renegotiation Obligation (as defined below). The business services agreement with WENN also provides that the additional fee of rights toreceive an aggregate of 20,000,000 Platform tokens or coins (the “Tokens” ) pursuant to a Simple Agreement for Future Tokens is also deemed earned on the dateof execution of the business services agreement and the additional fee is subject to a Renegotiation Obligation. However, for financial reporting purposes, the workfee and additional fee are deemed earned on the date of the launch of the Platform. If WENN does not raise more than $40 million in connection with its offer andsale for cash of (i) one or more Simple Agreements for Future Tokens ( “SAFTs” ), which SAFTs will entitle the holders thereof to receive Tokens under certaincircumstances, and/or, (ii) Tokens, in the event that WENN determines to offer and sell Tokens in lieu of or in addition to SAFTs in connection with its fundraisingefforts (collectively, the “WENN Offering” ), prior to May 31, 2018, we will be required to return the work fees and additional fee to WENN and WENN and ourcompany will be required to negotiate in good faith the amount of each of such fee (such requirement to negotiate is referred to herein as the “RenegotiationObligation” ). The business services agreement will continue for a period of one year unless earlier terminated by either our company or WENN. Either we or WENN may terminate the business services agreement upon the provision of 30 days’ written notice to the other party. If we provide such notice,WENN may immediately terminate the business services agreement and we will be entitled to no further compensation except for any fees earned prior to the dateof the termination. If WENN provides such notice, we may immediately terminate the business services agreement and will be entitled to no further compensation,except for the following lump sum payments: (i) any fees earned to the effective date of termination; and (ii) a lump sum payment of $105,000. For the purpose of determining our fees earned to the date of the termination in the event that either party terminates the business services agreement, all fees forservices in connection with the development and launch of the Platform (the business development and technical services and business launch services) and theadditional fee of rights to receive an aggregate of 20,000,000 Tokens are deemed earned on the date of execution of the business services agreement and the workfee is deemed earned as of March 15, 2018. However, the work fees and additional fee are subject to the Renegotiation Obligation. As such, our work fee andadditional fee are not determinable or deemed collectible for the financial reporting purposes until the WENN Offering is completed or, if applicable, those fees arerenegotiated pursuant to the Renegotiation Obligation. Our chairman and director, Cameron Chell, is a director, officer and an indirect shareholder of Business Instincts Group Inc. which owns 10% of the commonstock of WENN and he is also a director, officer and indirect shareholder of Blockchain Merchant Group, Inc. which owns 2.5% of the common stock of WENNand we own 7.5% of the common stock of WENN. Mr. Chell is also a director, chairman and secretary of WENN. Our president, Bruce Elliott, is a former chiefmarketing officer of WENN. Our first client, WENN, has entered into a licensing partnership agreement with Eastman Kodak Company, which announced the launch of the KODAKOneblockchain platform and KODAKCoin ICO. We are providing the services relating to the KODAKOne blockchain platform and the KODAKCoin ICO pursuant toa business services agreement dated December 29, 2017, as amended as of March 15, 2018 and July 9 , 2018 with WENN. On July 9, 2018, we entered into a loan agreement with WENN whereby we provided to WENN a loan in the principal amount of $750,000. The principal amountof the loan bears interest at the rate of 2% per annum, provided, however, any amounts not paid when due will immediately commence accruing interest at thedefault rate of 10% per annum. The principal amount of the loan, any accrued and unpaid interest thereon, and any other amounts owning under the loan matureson the earlier of (i) March 9, 2019 and (ii) the closing by WENN of a minimum of $3,000,000 in financings, in the aggregate, whether through the sale ofKodakCoins, equity or otherwise. WENN can prepay all outstanding amounts on 10 days’ notice to our company. As a condition for entering into the loanagreement, Ryde provided a corporate guaranty dated July 9, 2018 to our company, pursuant to which Ryde unconditionally guaranteed and promised to pay ourcompany on demand all amounts that become due from WENN under the loan agreement with WENN and any other amounts that we may in the future loan oradvance to WENN. Also, as a condition for entering into the loan agreement, WENN entered into the amendment no. 2, dated as of July 9, 2018, to the businessservices agreement dated December 29, 2017, as amended as of March 15, 2018, with our company. Pursuant to the amendment no. 2, our company and WENNagreed that each party will be responsible for its respective expenses and agreed not to charge any out of pocket expenses to the other party unless expresslyapproved by the other party in advance in writing.

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Description of Business Overview Our new business is a services and development business that provides a turnkey set of services for companies to develop and integrate blockchain andcryptocurrency technologies into their business operations. A blockchain is a distributed ledger technology which has the potential to bring significant efficiencies to many applications in a diversity of fields ranging fromglobal supply chains to financial services and beyond. One of the key promises of blockchains is reduced transaction and networking costs by removing the needfor traditional third party intermediaries, such as banks, lawyers, escrow agents, etc. Blockchain is considered a foundational technology. A cryptocurrency is a digital asset – often referred to as a coin or token – that is used as a medium of exchange using cryptography and decentralized control via ablockchain to secure the transaction and to control the creation of additional units of the currency. We anticipate that we will enable companies to focus on their core competencies while providing the necessary resources and expertise to execute a strategy thatwill enable companies to integrate new blockchain plus cryptocurrency technologies into their business operations. Our plan is to be compensated on a fee-for-services model. We may also accept tokens, coins or equity in payment for our services, to the extent permitted under applicable law. Our services include strategic planning, project planning and program management, structure development and administration, business plan modelling, customerdevelopment, including customer discovery and scoping as well as product commercialization and support, technology development and support, whitepaperpreparation, due diligence reporting, governance planning and management. Our services are provided by a combination of our management, Business InstinctsGroup Inc. and other external consultants. Most of the services provided by Business Instincts Group Inc. relate to the technical process and execution portion ofour services. Business Objectives and Milestones We plan to continue to provide the services in connection with the development and launch of the Platform (with a targeted launch prior to May 31, 2018) pursuantto the business services agreement dated December 29, 2017, as amended as of March 15, 2018 and July 9 , 2018 with WENN. We spent approximately $667,000and expect to spend additional $200,000 to $300,000 in connection with the development and launch of the Platform and post-launch support. For the next 12 months, we plan to enter into one or two additional business services agreements with other clients on terms similar to the business servicesagreement dated December 29, 2017, as amended as of March 15, 2017 and July 9, 2018 with WENN. We intend to spend between $500,000 and $1,000,000 onvarious expenses to assist client companies to develop and integrate blockchain and cryptocurrency technologies into their business operations. Our estimated operating expenses for the next 12 months are $2,015,000 and are comprised of blockchain platform launch related expenses such as projectmanagement and consulting, legal fees, support agents and monitoring expenses, and blockchain and software expenses, all of which are included in the amountsbetween $500,000 and $1,000,000 we intend to spend on various expenses to assist client companies to develop and integrate blockchain and cryptocurrencytechnologies into their business operations. Our estimated general and administrative expenses for the next 12 months are $3,350,000 and are comprised of: $2,250,000 for consulting fees, of whichapproximately $1,260,000 is allocated to Business Instincts Group Inc., $192,000 is allocated to our president, Bruce Elliott, $120,000 is allocated to our chieffinancial officer, Michael Blum, $120,000 is allocated to our lead director, James P. Geiskopf, $120,000 is allocated for accounting services, $60,000 is allocatedfor financial services, $200,000 is allocated to our board of directors and our advisory board, $110,000 is allocated to our marketing and development consultants,and $68,000 is allocated to our public relations and marketing consultants; $250,000 for legal and professional fees (including auditing fees); $180,000 formarketing and advertising expenses; $102,000 for trade shows; $250,000 for travel expenses; $198,000 for office rent and $120,000 for miscellaneous and officeexpenses. Blockchain Technology Blockchain is a continuously growing list of records called blocks, which are linked and secured using cryptography. Each block contains typically a hash pointeras a link to a previous block, a timestamp and transaction data. By design, blockchains are inherently resistant to modification of the data. Functionally, ablockchain can serve as an open, distributed ledger that can record transactions between two parties efficiently and in a verifiable and permanent way. For use as adistributed ledger, a blockchain is typically managed by a peer-to-peer network collectively adhering to a protocol for validating new blocks. Once recorded, thedata in any given block cannot be altered retroactively without the alteration of all subsequent blocks and a collusion of the network majority. Blockchains are secure by design and are an example of a distributed computing system and decentralization can be achieved with a blockchain. This makesblockchains potentially suitable for the recording of events, medical records and other records management activities, such as identity management, documentingprovenance, digital asset registration and transaction processing.

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Initial Coin Offerings and Cryptocurrency Initial coin offerings are an important new business tool that facilitates the distribution of a cryptocurrency enabling companies to develop communities in supportof their business plans or projects. The community can financially participate in the initial coin offering without the company issuing equity because thecommunity is participating in cryptocurrency via an initial coin offering. By having a structured stake in the company or project, the investors are incentivized toincrease the project’s overall value thereby driving the value of the cryptocurrency issued in the initial coin offering. A cryptocurrency is a digital asset – oftenreferred to as a coin or token – that is used as a medium of exchange using cryptography and decentralized control via a blockchain to secure the transaction and tocontrol the creation of additional units of the currency. We may receive fees from initial coin offering proceeds, in a combination of cash and tokens, coins or equity, to the extent permitted under applicable law. Weintend to hold cryptocurrencies on our balance sheet and to sell them from time to time via regulated trading exchanges, to the extent permitted under applicablelaw. We are not involved in the issuance of cryptocurrencies or mining or other related technical cryptocurrency production. Principal Services We plan to generate revenue through the following services: 1. Business Development and Technical Services

● Business modeling and scoping and development; ● Advisory services surrounding token models, and token incentivisation; ● Advisory services surrounding cryptoeconomics creating networks, and utility of tokens; ● Assistance & sourcing of technical guidance surrounding creation of working model from conceptual framework; and ● Assistance & sourcing of guidance surrounding creation of company application for token usage, storage and transferring.

2. Blockchain and Technology Program Management

● Product vision and road-mapping; ● Program development and project management; ● Product development and testing.

3. Customer Development

● Customer discovery and scoping (not including any distribution or marketing related services, or assistance regarding the offer or sale of any

tokens or coins); and ● Product commercialization and support.

4. Business Launch Services

● Public relations & business development plans and strategies maximizing physical and digital outreach (not including any distribution or

marketing related services, or assistance regarding the offer or sale of any tokens or coins); ● Initial community development & management strategy; ● Establish digital/social media presence (not including any distribution or marketing related services, or assistance regarding the offer or sale of

any tokens or coins); ● Whitepaper preparation and continued iterative reviews; ● Due diligence report; ● White labeled investor web wallet;

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● Website infographics and design and ● Smart contract creation, sourcing, conceptualization and high-level specifications; ● Provide sourcing, guidance and assistance where required to engineering team surrounding the development of token wallet; and ● Specifications of platform website, and database backend built to collect user information.

5. Post-Business Launch Support Services

● Public relations to support (not including any distribution or marketing related services, or assistance regarding the offer or sale of any tokens or

coins); ● Community development and management; and ● General support.

We do not intend to find or make referrals to, or otherwise solicit, or assist in any way in the solicitation of, investors for investment in our clients’ coin offerings,act as a placement agent for the sale of our clients’ coins, or otherwise engage in any activity that would require us to register under Section 15(b) of the SecuritiesExchange Act of 1934, or similar provisions under state law. Sales and Marketing We intend to implement our sales and marketing plan to attract new clients to our blockchain consulting business as follows: ● Maintain an online presence through our website and social media channels by utilizing video, written content and social implementations to create

awareness; ● Sponsorship of cryptocurrency, blockchain and/or ICO related events; ● Speaking engagements at industry conferences; ● Direct sales channel management programs including both inbound and outbound programs and client referrals; and ● Public relations campaigns.

Dependence on Few Customers As of July 17 , 2018, we have one client which has engaged us to build out its business model, technology strategy, market entry strategy and capital structure,which includes a blockchain platform launch. However, we have several potential customers in our sales pipeline.

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Competition We are in a novel business of providing services for companies to develop and integrate blockchain and cryptocurrency technologies into their business operations.We compete with the following competitors: ● The Argon Group

The Argon Group (“ Argon ”) is an investment bank with a focus on digital finance and cryptocurrency and token-based capital markets. Argon providesfinancial advisory, placement, and technology services to companies seeking to raise equity, debt, and non-dilutive capital. Argon develops technicalplacement solutions, including digital tokens powered by advanced smart contracts, which Argon operates through a digital asset placement platform calledTokenHub.com.

● CoinLaunch CoinLaunch recently announced the first end-to-end initial coin offering platform that allows anyone to build, deploy and monetize compliant ICOs through aweb-based service. The platform focuses on three groups of cryptocurrency users: ICO creators, funders and promoters. The company provides a Coin Creatorthat enables users to create their own Ethereum-based ICO. CoinLaunch’s integrated cryptocurrency funding system enables backers to fund variouscampaigns using a built-in crypto-payment gateway. It also includes an affiliate and referral system that tracks and manages all aspects of the promotion ofICO campaigns. The platform facilitates the payment of referrals using a CoinLaunch Token, which then can be used to purchase ICOs offered on the platformor redeemed for other cryptocurrencies. The platform includes an integrated compliance system that allows for any vetted ICOs to comply with various localregulations, including know-your-client and anti-money laundering regulations.

● CoinList

CoinList uses screens and selects blockchain companies. In August 2017, CoinList facilitated the token sale for blockchain-based data storage networkFilecoin. CoinList also offers as part of its service a white-labeled compliance infrastructure stack. Purpose-built for token sales, ComplyAPI providescompanies with SEC Rule 506 investor accreditation and know-your-client and anti-money laundering compliance due diligence through a simple integrationand API.

● ConsenSys

ConsenSys is a venture production studio building decentralized applications and various developer and end-user tools for blockchain ecosystems, primarilyfocused on Ethereum. The ConsenSys “hub” coordinates, incubates, accelerates and spawns “spoke” ventures through development, resource sharing,acquisitions, investments and the formation of joint ventures. These spokes benefit from foundational components built by ConsenSys that enable newservices and business models to be built on the blockchain. In addition to the development of internal projects and consulting work, ConsenSys is engaged inthe identification, development and acquisition of talent and projects on an ongoing basis.

● SaftLaunch

SaftLaunch.com offers a service for companies seeking to issue an ICO or raise funds through a SAFT agreement, including a proprietary know-your-clientand anti-money laundering compliance solution that positions it to co-invest into early stage projects in the pre-ICO phase.

● Science

Science is launching a bitcoin-related incubation program and claims to be the first ICO incubator to enter the market. ● Token Funder

Token Funder has created a “smart token asset management platform” or STAMP to facilitate blockchain based securities being crowdfunded. STAMPintends to, among other things, provide token and coin management and governance services for issuers and, subject to any regulatory approvals and/orexemptive relief required, provide for certain transferability of tokens and coins to ensure that a particular token or coin can achieve the access or use functionfor which it has been principally created.

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● TokenMarket

TokenMarket is a full service ICO provider. Its service offerings include:

o ICO Launchpad, a service for organizing a “crowdsale” with a high quality blockchain industry network, expertise and tools with tradeable digital tokens; o A token and cryptocurrency database to aid investment decisions with extensive insight whereby its clients can follow ICO calendar and individual assets

to be alerted about market opportunities ahead of time, and o Storage and management of a client’s digital assets in a TokenMarket wallet, which is secured with two-factor authentication. ● Polymath

Polymath simplifies the legal process of creating and selling security tokens. It makes a new token standard, the ST20, and enforces government compliance.Only a “list of authorized investors and their Ethereum wallet addresses” can hold ST20 tokens. In order to launch a legally compliant token, Polymathplatform brings together issuers, legal delegates, smart contract developers, know-your-client verification, and a decentralized exchange. All transactions onthe Polymath platform take place using the native POLY token.

Many of our current and potential competitors may have greater brand recognition, longer operating histories, larger customer bases and significantly greaterfinancial, marketing and other resources than we do. Accordingly, these competitors may be able to spend greater amounts on product development, marketing anddistribution. This advantage could enable our competitors to acquire larger market share and develop and offer more competitive products and services. Suchcompetition could adversely impact our ability to attain the financing necessary for us to develop our business plan. In the face of competition, we may not besuccessful in sufficient market share to make our business profitable. Intellectual Property and Technology We do not currently own any intellectual property. We intend to aggressively assert our rights under trade secret, patents, trademark and copyright laws to protectany intellectual property that we create, including product design, product research and concepts and recognized trademarks. These rights may be protected throughthe acquisition of patents and trademark registrations, the maintenance of trade secrets, the development of trade dress, and, where appropriate, litigation againstthose who are, in our opinion, infringing these rights. We may initiate claims or litigation against third parties for infringement of our proprietary rights or to establish the validity of our proprietary rights. In addition,while we are not aware that our services or proprietary rights infringe the proprietary rights of third parties, we may receive notices from third parties asserting thatwe have infringed their patents, trademarks, copyrights or other intellectual property rights. Any such claims could be time-consuming, result in costly litigation,cause service stoppages or lead us to enter into royalty or licensing agreements rather than disputing the merits of such claims. An adverse outcome in litigation orsimilar proceedings could subject us to significant liabilities to third parties, require expenditure of significant resources to develop non-infringing technology,require disputed rights to be licensed from others, or require us to cease operating our business, any of which could have a material adverse effect on our business,operating results and financial condition. As we have just begun our new business, we have devoted no substantial efforts to research and development within the last two fiscal years.

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Government Regulation Current and future legislation and rulemaking and other regulatory developments, including interpretations released by a regulatory authority, may impact themanner in which bitcoins or other cryptocurrency is viewed or treated for classification and clearing purposes. In particular, bitcoins and other cryptocurrency maynot be excluded from the definition of “security” by regulatory rulemaking or interpretation requiring registration of all transactions, unless an exemption isavailable, including transacting in bitcoin or cryptocurrency amongst owners, and require registration of trading platforms as “exchanges” such as Coinsquare. Wecannot be certain as to how future regulatory developments will impact the treatment of bitcoins and other cryptocurrencies under the law. If we determine not tocomply with such additional regulatory and registration requirements, we may seek to cease certain of our operations or be subjected to fines, penalties and othergovernmental action. Any such action may adversely affect an investment in us. Such circumstances would have a material adverse effect on our ability to continueas a going concern or to pursue this segment at all, which would have a material adverse effect on our business, prospects or operations and potentially the value ofany cryptocurrencies we hold or expect to acquire for our own account and harm investors. We intend to comply with any applicable anti-money laundering or know your customer rules relating to tokens imposed by the SEC and Canadian securitiesregulators. Investment Company Act of 1940 Considerations We intend to conduct our operations so that we do not fall within, or are excluded from the definition of an “investment company” under the Investment CompanyAct of 1940. Under Section 3(a)(1)(A) of the Investment Company Act of 1940, a company is deemed to be an “investment company” if it is, or holds itself out as being,engaged primarily, or proposes to engage primarily, in the business of investing, reinvesting or trading in securities. We believe that we will not be considered aninvestment company under Section 3(a)(1)(A) of the Investment Company Act of 1940 because we will not engage primarily or hold ourselves out as beingengaged primarily in the business of investing, reinvesting or trading in securities. Rather, our new business is a services and development business that provides aturnkey set of services for companies to develop and integrate blockchain and cryptocurrency technologies into their business operations. Under Section 3(a)(1)(C) of the Investment Company Act of 1940, a company is deemed to be an “investment company” if it is engaged, or proposes to engage, inthe business of investing, reinvesting, owning, holding or trading in securities and owns or proposes to acquire “investment securities” having a value exceeding40% of the value of our company’s total assets (exclusive of U.S. Government securities and cash items) on an unconsolidated basis, which we refer to as the “40%test.” We intend to monitor our holdings and conduct operations so that on an unconsolidated basis we will comply with the 40% test. Nevertheless, because wemay accept tokens, coins or equity in payment for our services, to the extent permitted under applicable law, we may acquire “investment securities” having avalue exceeding 40% of the value of our company’s total assets (exclusive of U.S. government securities and cash items) on an unconsolidated basis. In that case,we intend to rely on a safe harbor exemption from the Investment Company Act of 1940 for so-called “transient investment companies.” Consistent with the “transient investment company” safe harbor, we will have to reduce our holdings of “investment securities to not more than 40% of our totalassets as soon as is reasonably possible and in any event within one year from the earlier of (i) the date on which we own securities and/or cash having a valueexceeding 50% of the value of our company’s total assets on either a consolidated or unconsolidated basis or (ii) the date on which we own or propose to acquire“investment securities” having a value exceeding 40% of the value of our company’s total assets (exclusive of U.S. government securities and cash items) on anunconsolidated basis. This reduction could be attempted in a number of ways, including the disposition of securities and the acquisition of other assets that wouldnot constitute investment securities for purposes of the Investment Company Act of 1940. If we are required to sell securities, we may sell them sooner than weotherwise would, the sales may be at depressed prices, and we may never realize anticipated benefits from, or may incur losses on, those investments. We may notbe able to sell some investments due to contractual or legal restrictions or the inability to locate a suitable buyer. We may also incur tax liabilities when we sell ourassets. If we decide to try to acquire additional assets that would not constitute investment securities, we may not be able to identify and acquire suitable assets. Ifthese steps do not achieve a sufficient reduction in our holdings of investment securities within the prescribed period, we will be forced to liquidate some of oursecurities holdings and invest the proceeds in U.S. government securities and cash items, with a potential loss.

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Because we can rely on the “transient investment company” safe harbor only once during any three-year period, we may not accept tokens, coins or equity inpayment for our services during the period that this safe harbor is not available. If we become obligated to register our company as an investment company, we would have to comply with a variety of substantive requirements under theInvestment Company Act of 1940 imposing, among other things: ● limitations on capital structure; ● restrictions on specified investments; ● prohibitions on transactions with affiliates; and ● compliance with reporting, record keeping, voting, proxy disclosure and other rules and regulations that would significantly change our operations. If we were required to register our company as an investment company but failed to do so, we would be prohibited from engaging in our business, and criminal andcivil actions could be brought against us. In addition, our contracts would be unenforceable unless a court required enforcement, and a court could appoint areceiver to take control of us and liquidate our business, all of which would have a material adverse effect on us. Employees As at July 17 , 2018, we have two executive officers, Bruce Elliott, who is our president, and Michael Blum, who is our chief financial officer, secretary, andtreasurer, and no employees. Our management oversees all responsibilities in the areas of corporate administration, business development, and research. We alsoemploy consultants on an as-needed-basis to provide specific expertise in areas of product design and development and other business functions includingmarketing and accounting. We intend to expand our current management to retain skilled directors, officers, and employees with experience relevant to ourbusiness focus.

Description of Property

We do not own any property. Our principal offices are located at 4101 Redwood Ave, Building F. Los Angeles, California 90066. Effective May 1, 2018, weentered into a facility services agreement with Business Instincts Group Inc., a company of which Cameron Chell is a director, officer and indirect shareholder,whereby we agreed to pay Business Instincts Group Inc. a basic monthly rent of $16,500 for the complete occupancy term commencing May 1, 2018 untilFebruary 28, 2020 to use our office premises for general office purposes. We believe that our office premises are suitable and adequate for our present needs.

Legal Proceedings

We know of no material pending legal proceedings to which our company or subsidiary is a party or of which any of our properties, or the properties of oursubsidiary, is the subject. In addition, we do not know of any such proceedings contemplated by any governmental authorities. We know of no material proceedings in which any of our directors, officers or affiliates, or any registered or beneficial stockholder is a party adverse to ourcompany or subsidiary or has a material interest adverse to our company or subsidiary.

Market Price of and Dividends on Our Common Equityand Related Stockholder Matters

Market Information There is currently no established public trading market for our common stock. Our common stock is not traded on any exchange. There is a limited public marketfor our common stock. Our common stock has been quoted on the OTC Pink operated by the OTC Markets Group under the trading symbol “ICOX” sinceNovember 28, 2017. From August 17, 2017 to November 27, 2017, our common stock was quoted on the OTC Pink under the trading symbol “APCN”. Prior tothat, our common stock was quoted on the OTC Pink under the trading symbol “RDLA”. There have not been any trades for our common stock on the OTC Pinkoperated by the OTC Markets Group.

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Trading in stocks quoted on the OTC Pink is often thin and is characterized by wide fluctuations in trading prices due to many factors that may be unrelated orhave little to do with a company’s operations or business prospects. We cannot assure you that there will be a market for our common stock in the future. Set forth below are the range of high and low bid quotations for the periods indicated as reported by the OTC Pink. The market quotations reflect inter-dealerprices, without retail mark-up, mark-down or commissions and may not necessarily represent actual transactions.

Quarter Ended High Bid Low Bid March 31, 2018 $ 29.70* $ 23.75*

December 31, 2017 $ 2.60* $ 1.25*September 30, 2017 $ 1.25* $ 0.05*

June 30, 2017 Nil Nil March 31, 2017 Nil Nil

December 31, 2016 Nil Nil September 30, 2016 Nil Nil

June 30, 2016 Nil Nil March 31, 2016 Nil Nil

*The above quotations represent prices between dealers on OTC Link ATS and do not include retailmarkup, markdown or commission. They do not represent actual transactions.

Outstanding Options, Warrants or Convertible Securities As of July 17 , 2018, we had 3,350,000 stock options and no warrants outstanding. As of July 17 , 2018, we had (i) convertible notes in the aggregate principalamount of $175,325 outstanding, which bear interest at the rate of 18% per annum and are convertible into shares of our common stock at a conversion price of$0.03 per share, and (ii) convertible notes in the aggregate principal amount of $325,000 outstanding, which bear interest at the rate of 10% per annum and areconvertible into shares of our common stock at a conversion price of $0.10 per share. Rule 144 None of our issued and outstanding common stock is eligible for sale pursuant to Rule 144 under the Securities Act of 1933 , as amended. Public Offering Other than the shares of our common stock being offered under this prospectus, there are no shares of common stock or other securities of our company that arebeing, or have been publicly proposed to be, publicly offered by us, the offering of which could have a material effect on the market price of our common stock orother securities. Number of Holders As of July 17, 2018, the 20,874,524 issued and outstanding shares of our common stock were held by a total of 111 stockholders of record. Dividends We have not declared any dividends since incorporation and do not anticipate that we will do so in the foreseeable future. Our intention is to retain future earnings,if any, for use in our operations and the expansion of our business. There are no restrictions in our articles of incorporation or bylaws that prevent us from declaring dividends. The Nevada Revised Statutes, however, do prohibit usfrom declaring dividends where, after giving effect to the distribution of the dividend: 1. We would not be able to pay our debts as they become due in the usual course of business; or 2. Our total assets would be less than the sum of our total liabilities plus the amount that would be needed to satisfy the rights of stockholders who have

preferential rights superior to those receiving the distribution.

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Financial Statements

Financial Statements For the Years Ended December 31, 2017 and 2016 Page Report of Independent Registered Public Accounting firm F-2 Consolidated Balance Sheets F-4 Consolidated Statements of Operations F-5 Consolidated Statements of Cash Flows F-6 Consolidated Statements of Changes in Stockholders’ Deficit F-7 Notes to Consolidated Financial Statements F-8 Unaudited Financial Statements For the Three Months Ended March 31, 2018 and 2017 Condensed Consolidated Balance Sheet F-23 Condensed Consolidated Statement of Operations F-24 Condensed Consolidated Statements of Cash Flows F-25 Notes to Unaudited Condensed Consolidated Financial Statements F-26

F- 1

ICOX Innovations Inc.(formerly AppCoin Innovations Inc.)

Consolidated Balance Sheets December 31, 2017 December 31, 2016 Assets Current Assets Cash and cash equivalents $ 214,993 $ 56,050 Accounts receivable, related party 500,000 - Prepaid expenses 30,000 - Prepaid expenses, related party 35,000 - Deferred service costs 21 - Related party loans receivable and related accrued interest 100,752 -

Total Current Assets 880,766 56,050 Investment, related party 37 -

Total Assets $ 880,803 $ 56,050 Liabilities and Stockholders’ Deficit Current Liabilities Accounts payable and accrued expenses $ 131,303 $ 49,013 Accounts payable and accrued expenses, related party 51,616 -

Total Current Liabilities 182,919 49,013 Convertible notes payable 500,325 145,325 Accrued interest on convertible notes 52,949 17,945

Total Liabilities 736,193 212,283 Commitments and Contingencies - - Stockholders’ Equity (Deficit) Common stock, $0.001 par value, 75,000,000 shares authorized; 11,600,000 and 6,000,000shares issued and outstanding as at December 31, 2017 and 2016, respectively 11,600 6,000 Additional paid-in-capital 826,018 63,717 Accumulated deficit (693,008) (225,950)

Total Stockholders’ Equity (Deficit) 144,610 (156,233) Total Liabilities and Stockholders’ Equity (Deficit) $ 880,803 $ 56,050

The accompanying notes are an integral part of these consolidated financial statements.

F- 4

ICOX Innovations Inc.(formerly AppCoin Innovations Inc.)Consolidated Statement of Operations

Year Ended


December 31, 2016 Revenues Service revenue $ 500,000 $ - Total revenues 500,000 - Operating expenses General and administrative expense 452,923 74,183 Consulting fees, related party 280,000 - Service costs 199,920 - Total operating expenses 932,843 74,183 Net loss from operations (432,843) (74,183) Other income (expense) Interest income, related party 789 - Note interest expense (35,004) (14,013)Total other income (expense) (34,215) (14,013) Provision for taxes - - Net loss $ (467,058) $ (88,196) Loss per common share – Basic and diluted $ (0.07) $ (0.01) Weighted average number of common shares outstanding, basic and diluted 6,934,795 6,000,000


F- 5

ICOX Innovations Inc.(formerly AppCoin Innovations Inc.)Consolidated Statements of Cash Flows

Year Ended


December 31, 2016 Operating activities Net loss for the year $ (467,058) $ (88,196)Adjustments to reconcile net loss to net cash used in operating activities

Stock-based compensation 188,934 - Stock-based compensation, related party 22,500 -

Changes in operating assets and liabilities Accounts receivable, related party (500,000) - Prepaid expense (30,000) - Prepaid expense, related party (35,000) - Accrued interest receivable, related party (789) - Deferred service costs (21) - Accrued interest payable 35,004 15,513 Accounts payable and accrued expenses 82,290 44,863 Accounts payable and accrued expenses, related party 51,616 -

Net cash (used in) operating activities (652,524) (27,820) Investing activities

Loan issued to related party (99,963) - Investment in related party (37) -

Net cash (used in) investing activities (100,000) - Financing activities

Proceeds from issuance of convertible notes payable 355,000 70,000 Proceeds from share issuance 560,000 - Share issue costs (3,533)

Net cash provided by financing activities 911,467 70,000 Net changes in cash and equivalents 158,943 42,180 Cash and equivalents at beginning of the year 56,050 13,870 Cash and equivalents at end of the year $ 214,993 $ 56,050 SUPPLEMENTAL CASH FLOW INFORMATION Cash paid in interest $ - $ - Cash paid for income taxes $ - $ -

SUPPLEMENTAL DISCLOSURE OF NON-CASH OPERATING ACTIVITIES Stock-based compensation $ 188,934 $ - Stock-based compensation, related party $ 22,500 $ -


F- 6

ICOX Innovations Inc.(formerly AppCoin Innovations Inc.)

Consolidated Statements of Changes in Stockholders’ Equity (Deficit)

Common Stock Additional Total

Number of Shares Amount

Paid-inCapital

AccumulatedDeficit

Stockholders’ Equity(Deficit)

Balance, December 31, 2015 6,000,000 $ 6,000 $ 63,717 $ (137,754) $ (68,037)Net loss for the year - - - (88,196) (88,196)Balance, December 31, 2016 6,000,000 6,000 63,717 (225,950) (156,233)Share issuance, net of offering costs of $3,533 5,600,000 5,600 550,867 - 556,467 Stock-based compensation - - 188,934 - 188,934 Stock-based compensation, related party - - 22,500 - 22,500 Net loss for the year - - - (467,058) (467,058)Balance, December 31, 2017 11,600,000 $ 11,600 $ 826,018 $ (693,008) $ 144,610


F- 7

ICOX Innovations Inc. (formerly AppCoin Innovations Inc.)

Notes to Consolidated Financial Statements December 31, 2017 and 2016

1. NATURE AND CONTINUANCE OF OPERATIONS ICOX Innovations Inc. (formerly AppCoin Innovations Inc., formerly RedStone Literary Agents, Inc.) (the “Company”) was incorporated under the laws of Stateof Nevada, U.S. on July 20, 2010, with an authorized capital of 75,000,000 common shares, having a par value of $0.001 per share. During the period endedDecember 31, 2010, the Company commenced operations by issuing shares and developing its publishing service business, focused on representing authors topublishers. On August 1, 2017, the Company incorporated a Nevada subsidiary, AppCoin Innovations (USA) Inc., which will be used to operate the Company’s new businessof providing blockchain consulting services. On August 17, 2017, the Company changed its name from “RedStone Literary Agents, Inc.” to “AppCoin Innovations Inc.” On February 14, 2018, the Company changed its name from “AppCoin Innovations Inc.” to “ICOX Innovations Inc.” The Company’s new business model provides a turnkey set of services for companies to develop and integrate blockchain and cryptocurrency technologies intotheir business operations. The Company will enable its customers to focus on their core competencies while providing the necessary resources and expertise toexecute a strategy that will enable companies to integrate new blockchain plus cryptocurrency technologies into their business operations. The Company will becompensated on a fee-for-services model. The Company may also accept tokens or coins in payment for its services, to the extent permitted under applicable law. The Company’s services will include strategic planning, project planning, structure development and administration, business plan modelling, technologydevelopment support, whitepaper preparation, due diligence reporting, governance planning and management. Going Concern These consolidated financial statements have been prepared on a going concern basis which assumes the Company will be able to realize its assets and dischargeits liabilities in the normal course of business for the foreseeable future. The Company has incurred losses since inception resulting in an accumulated deficit of$693,008 as of December 31, 2017 and further losses are anticipated in the pursuit of the Company’s new service business opportunity, raising substantial doubtabout the Company’s ability to continue as a going concern. The ability to continue as a going concern is dependent upon the Company generating profitableoperations in the future and/or obtaining the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when theycome due. Management intends to finance operating costs over the next twelve months with existing cash on hand, loans from directors and/or the privateplacement of common stock. In order to address the above factors, subsequent to year end, the Company completed private placements of an aggregate of 9,113,659 subscription receipts at aprice of $0.60 per subscription receipt for aggregate gross proceeds of $5,468,195.40. The financial statements do not include any adjustments relating to the recoverability and classification of assets or the amounts and classifications of liabilitiesthat might be necessary should the Company be unable to continue as a going concern.

F- 8



2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The consolidated financial statements of the Company have been prepared in accordance with generally accepted accounting principles (“ GAAP ”) in the UnitedStates of America. Basis of Consolidation The consolidated financial statements include the accounts of the Company and its subsidiary. All intercompany transactions and balances have been eliminated. Use of Estimates The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reportedamounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts ofrevenues and expenses during the reporting period. Actual results could differ from these estimates and these differences could be material. Cash and Cash Equivalents Cash and cash equivalents include short-term, highly liquid investments, such as certificates of deposit or money market funds that are readily convertible toknown amounts of cash and have original maturities of three months or less. All cash balances are held by major banking institutions. The carrying amounts of cash and cash equivalents, prepaid expenses, short-term loans receivable, trade payables and convertible notes payable approximate theirfair value due to the short-term maturity of such instruments. Contingent Liabilities: The Company accounts for its contingent liabilities in accordance with ASC No. 450 “Contingencies”. A provision is recorded when it is both probable that aliability has been incurred and the amount of the loss can be reasonably estimated. With respect to legal matters, provisions are reviewed and adjusted to reflect the impact of negotiations, estimated settlements, legal rulings, advice of legalcounsel and other information and events pertaining to a particular matter. As of December 31, 2017 and 2016, the Company was not a party to any litigation thatcould have a material adverse effect on the Company’s business, financial position, results of operations or cash flows. Income Taxes The Company follows the liability method of accounting for income taxes. Under this method, deferred income tax assets and liabilities are recognized for theestimated tax consequences attributable to differences between the financial statement carrying values and their respective income tax basis (temporarydifferences). The effect on deferred income tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

F- 9



2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT’D) FASB Accounting Standards Codification Topic 740, Income Taxes (“ASC 740”), clarifies the accounting for uncertainty in income taxes recognized in thefinancial statements. ASC 740 provides that a tax benefit from an uncertain tax position may be recognized when it is more likely than not that the position will besustained upon examination, including resolutions of any related appeals or litigation processes, based on the technical merits of the position. Income tax positionsmust meet a more-likely-than-not recognition threshold to be recognized. ASC 740 also provides guidance on measurement, derecognition, classification, interestand penalties, accounting in interim periods, disclosure and transition. We have determined that the Company does not have uncertain tax positions on its taxreturns for the years 2017 and prior. Based on evaluation of the 2017 transactions and events, the Company does not have any material uncertain tax positions thatrequire measurement. Our policy is to recognize interest and/or penalties related to income tax matters in income tax expense. We had no accrual for interest or penalties on ourconsolidated balance sheets at December 31, 2017 or 2016, and have not recognized interest and/or penalties in the consolidated statement of operations for theyears ended December 31, 2017 or 2016. We are subject to taxation in the U.S. and the state of California. All of our tax years are subject to examination by the U.S. and California tax authorities due to thecarry-forward of unutilized net operating losses. Collectability of Accounts Receivable In considering the collectability of accounts receivable, the Company takes into account the legal obligation for payment by the customer, as well as the financialcapacity of the customer to fund its obligation to the Company. Earnings per Share The Company computes earnings (loss) per share in accordance with ASC 105, “Earnings per Share” which requires presentation of both basic and dilutedearnings per share on the face of the statement of operations. Basic earnings (loss) per share is computed by dividing net loss available to common stockholders bythe weighted average number of outstanding common shares during the period. Diluted earnings (loss) per share gives effect to all dilutive potential commonshares outstanding during the period. Common shares from the conversion of debt (10,730,310 shares) (Note 3) and exercise of stock options (733,331 shares)(Note 7) have been excluded as their effect is anti-dilutive. Stock-Based Compensation The Company has adopted FASB guidance on stock-based compensation. Under FASB ASC 718-10-30-2, all share-based payments to employees, includinggrants of employee stock options, are recognized in the income statement based on their fair values. The fair value of the options is calculated based upon theBlack Scholes valuation model. (Note 7) The Company has issued stock options to employees and non-employees. Stock options granted to non-employees for services or performance not yet renderedwould be expensed over the service period or until the goals had been reached. The fair value calculation is recalculated at the end of every reporting period untilthe goal had been reached, when the expense has been wholly recognized. The stock options granted to non-employees during the year ended December 31, 2017were for services already rendered in lieu of cash compensation and, as such, the service period has already passed and the entirety of the expense was recognizedin the year.

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2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT’D) Digital Currency Valuation Digital currencies consist of cryptocurrency denominated assets and are included in current assets. Digital currencies are carried at their fair market valuedetermined by an average spot rate of the most liquid digital currency exchanges. On an interim basis, we recognize decreases in the value of the assets caused bymarket declines. Subsequent increases in the value of these assets through market price recoveries during the same fiscal year are recognized in the later interimperiod, but may not exceed the total previously recognized decreases in value during the same year. Such unrealized gains or losses resulting from changes thevalue of the digital currency are recorded in Other Income, net in the consolidated statements of operations. Gains and losses realized upon sale of digitalcurrencies are also recorded in Other Income, net in the consolidated statement of operations. Fair market value is determined by taking the average spot rate from the most liquid digital currency exchanges. Digital currencies are measured using level onefair values, determined by taking the rate from market currency exchanges. Digital currency prices are affected by various forces including global supply anddemand, interest rates, exchange rates, inflation or deflation and the global political and economic conditions. The Company may not be able to liquidate itsinventory of digital currency at its desired price if required. A decline in the market prices for digital currencies could negatively impact the Company’s futureoperations. The digital currency market is still a new market and is highly volatile; historical prices are not necessarily indicative of future value; a significantchange in the market prices for digital currencies would have a significant impact on the Company’s earnings and financial position. The Company did not hold any digital currency at December 31, 2017 and December 31, 2016. Revenue Recognition Revenue is recognized in accordance with FASB ASC Topic 606, Revenue Recognition. The Company recognizes revenue when persuasive evidence of anarrangement exists, the related services are rendered or delivery has occurred, the price is fixed or determinable and collectability is reasonably assured. TheCompany has early adopted this policy. The Company primarily generates revenues from professional services consulting agreements. These arrangements are generally entered into on a contingent feebasis. There is no prepayment or retainer required prior to performing services and the entire fees is earned on a contingent basis. The Company also providesmonthly post-business launch support services. The recurring monthly post-business launch support services are recognized as revenue each month that thesubscription is maintained. The Company generally enters into arrangements for which revenues are contingent upon achieving a pre-determined deliverable or future outcome. Anycontingent revenue for these arrangements is not recognized until the contingency is resolved and collectability is reasonably assured. Differences between the timing of billings and the recognition of revenue are recognized as either unbilled revenue (a component of accounts receivable) ordeferred revenue on the consolidated balance sheet. Revenues recognized for services performed but not yet billed to clients are recorded as unbilled revenue. Reimbursable expenses, including those relating to travel, other out-of-pocket expenses and any third-party costs, are included as a component of revenues.Typically, an equivalent amount of reimbursable expenses are included in total direct client service costs. Taxes collected from customers and remitted togovernmental authorities are presented in the statement of operations on a net basis.

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2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT’D) Service costs The Company’s policy is to defer direct service costs that relate to the earning of contingent fee revenue. These deferred costs are expensed when the contingentfee revenue is recognized or when the earning the contingent fee revenue is in doubt. Reclassification Certain reclassifications have been made to the 2016 financial statements in order for them to conform to the 2017 presentation. Such reclassifications have noimpact on the Company’s financial position or results or operations. Recently Adopted Accounting Pronouncements Statement of Cash Flows (ASU 2016-15) This update provides specific guidance to clarify how entities should classify certain cash receipts and cash payments on the statement of cash flows. The updatealso clarifies the application of the predominance principle when cash receipts and cash payments have aspects of more than one class of cash flows. We will berequired to adopt this standard effective January 1, 2018. We do not expect the adoption of this update to have a material effect on our financial statements. Financial Instruments – Recognition and Measurement (ASU 2016-01) This update retains the current accounting for classifying and measuring investments in debt securities and loans, but requires equity investments to be measured atfair value with subsequent changes recognized in net income, except for those accounted for under the equity method or requiring consolidation. We will berequired to adopt this standard effective January 1, 2018. We do not expect the adoption of this update to have a material effect on our financial statements. 3. ACCOUNTS RECEIVABLE As at December 31, 2017, the Company had outstanding accounts receivable of $500,000 (2016 - $0). The entire amount was received subsequent to year end. 4. NOTES PAYABLE On September 14, 2015, the Company entered into a private placement subscription agreement and issued an unsecured convertible note (the “ First Note ”) in theprincipal amount of $73,825 to one subscriber. The First Note, and accrued interest, will mature five (5) years from the date of issuance and will bear interest at therate of 18% interest per annum, compounded annually. The principal amount of the First Note, plus any interest accrued thereon, may be converted into shares ofcommon stock of the Company at a conversion price of $0.03 per share. As at December 31, 2017, the First Note had a balance outstanding of $104,334 (2016 -$91,734), comprised of a principal amount of $73,825 and accrued interest of $30,509 (2016 - $17,909). The Company has determined that no beneficialconversion feature exists due to the share value on the date of issuance.

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4. NOTES PAYABLE (CONT’D) On December 31, 2016, the Company entered into a private placement subscription agreement and issued an unsecured convertible note (the “ Second Note ”) inthe principal amount of $50,000 to one subscriber. The Second Note, and accrued interest, will mature five (5) years from the date of issuance and will bear interestat the rate of 18% interest per annum, compounded annually. The principal amount of the Second Note, plus any interest accrued thereon, may be converted intoshares of common stock of the Company at a conversion price of $0.03 per share. As at December 31, 2017, the Second Note had a balance outstanding of $59,025(2016 - $50,025), comprised of a principal amount of $50,000 and accrued interest of $9,025 (2016 - $25). The Company has determined that no beneficialconversion feature exists due to the share value on the date of issuance. On December 31, 2016, the Company entered into a private placement subscription agreement and issued an unsecured convertible note (the “ Third Note ”) in theprincipal amount of $21,500 to one subscriber. The Third Note included repayment of the principal amount of $20,000 for an unsecured note issued on June 6,2016 plus a $1,500 restructuring fee. The Third Note, and accrued interest, will mature five (5) years from the date of issuance and will bear interest at the rate of18% interest per annum, compounded annually. The principal amount of the Third Note, plus any interest accrued thereon, may be converted into shares ofcommon stock of the Company at a conversion price of $0.03 per share. As at December 31, 2017, the Third Note had a balance outstanding of $25,380 (2016 -$21,511), comprised of a principal amount of $21,500 and accrued interest of $3,880 (2016 - $11). The Company has determined that no beneficial conversionfeature exists due to the share value on the date of issuance. On March 2, 2017, the Company entered into a private placement subscription agreement and issued an unsecured convertible note (the “ Fourth Note ”) in theprincipal amount of $20,000 to one subscriber. The Fourth Note, and accrued interest, will mature five (5) years from the date of issuance and will bear interest atthe rate of 18% interest per annum, compounded annually. The principal amount of the Fourth Note, plus any interest accrued thereon, may be converted intoshares of common stock of the Company at a conversion price of $0.03 per share. As at December 31, 2017, the Fourth Note had a balance outstanding of $22,998(2016 - $0), comprised of a principal amount of $20,000 and accrued interest of $2,998 (2016 - $0). The Company has determined that no beneficial conversionfeature exists due to the share value on the date of issuance. On June 8, 2017, the Company entered into a private placement subscription agreement and issued an unsecured convertible note (the “ Fifth Note ”) in theprincipal amount of $10,000 to one subscriber. The Fifth Note, and accrued interest, will mature five (5) years from the date of issuance and will bear interest at therate of 18% interest per annum, compounded annually. The principal amount of the Fifth Note, plus any interest accrued thereon, may be converted into shares ofcommon stock of the Company at a conversion price of $0.03 per share. As at December 31, 2017, the Fifth Note had a balance outstanding of $11,016 (2016 -$0), comprised of a principal amount of $10,000 and accrued interest of $1,016 (2016 - $0). The Company has determined that no beneficial conversion featureexists due to the share value on the date of issuance. On September 7, 2017, the Company received a $250,000 loan from a less than 5% shareholder. The loan is unsecured, repayable on demand and is non-interestbearing. On October 30, 2017, this loan was used to subscribe to an unsecured convertible debenture (the “ Sixth Note ”) in the principal amount of $250,000 toone subscriber. The Sixth Note, and accrued interest, will mature three (3) years from the date of issuance and will bear interest at the rate of 10% interest perannum, compounded annually. The principal amount of the Sixth Note, plus any interest accrued thereon, may be converted into shares of common stock of theCompany at a conversion price of $0.10 per share. As at December 31, 2017, the Sixth Note had a balance outstanding of $254,247 (2016 - $0), comprised of aprincipal amount of $250,000 and accrued interest of $4,247 (2016 - $0). The Company has determined that no beneficial conversion feature exists due to the sharevalue on the date of issuance.

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4. NOTES PAYABLE (CONT’D) On October 30, 2017, the Company entered into a private placement subscription agreement and issued an unsecured convertible note (the “ Seventh Note ”) in theprincipal amount of $75,000 to one subscriber. The Seventh Note, and accrued interest, will mature three (3) years from the date of issuance and will bear interestat the rate of 10% interest per annum, compounded annually. The principal amount of the Seventh Note, plus any interest accrued thereon, may be converted intoshares of common stock of the Company at a conversion price of $0.10 per share. As at December 31, 2017, the Seventh Note had a balance outstanding of$76,274 (2016 - $0), comprised of a principal amount of $75,000 and accrued interest of $1,274 (2016 - $0). The Company has determined that no beneficialconversion feature exists due to the share value on the date of issuance. Based upon the balances as of December 31, 2017, the convertible notes and the related interest will come due in the following years:

Principal Interest Total 2018 $ - $ - $ - 2019 - - - 2020 398,825 36,030 434,855 2021 71,500 12,905 84,405 2022 30,000 4,014 34,014 Total $ 500,325 $ 52,949 $ 553,274 5. NOTES RECEIVABLE – RELATED PARTY On November 20, 2017, the Company made a $99,963 loan to WENN Digital Inc., a customer of the Company. This loan is unsecured, will mature one (1) yearfrom the date of issuance and will bear interest at the rate of 7% interest per annum. As of December 31, 2017, interest of $789 has been accrued. The Companyalso received a 7.5% stake in the WENN Digital Inc. for making the loan. 6. RELATED PARTY TRANSACTIONS In support of the Company’s efforts and cash requirements, it may rely on advances from stockholders until such time as the Company can support its operationsthrough revenue generation or attain adequate financing through sales of its equity or traditional debt financing. There is no formal written commitment forcontinued support by stockholders. Amounts represent advances or amounts paid in satisfaction of liabilities. The Company’s office premises were provided to it at no cost by one of its directors. The Company’s director did not take any fees for serving as director duringthe year ended December 31, 2017. In October 2017, the Company signed an agreement with a company in which the Company’s Chairman is a director, officer, and 30.5% shareholder, to providestrategic management services. The agreement is for a two-year term that will automatically be renewed unless: (i) mutually agreed to by BIG and us, or (ii)written notice of non-renewal is provided by the non-renewing party to the other at least 90 days prior to the end of the term. This agreement committed theCompany to pay $35,000 a month and a signing bonus of $100,000 payable as follows: (i) $50,000 upon closing of up to $750,000 of equity financing and (ii)$50,000 payable on signing of the first client agreement. As of December 31, 2017, the Company had trade and other payables owing to this related party of$51,616.

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6. RELATED PARTY TRANSACTIONS (CONT’D) Future minimum payments per the agreement are: 2018 $ 470,000 2019 350,000 Total $ 820,000 On December 29, 2017, the Company signed a master service agreement with WENN Digital Inc. (“WENN”), a company in which there is a common director.The agreement was amended on March 15, 2018, pursuant to which the Company changed the scope of services to provide WENN with the services in connectionwith WENN’s development of an image rights management and protection platform (the “Platform”) using blockchain technology, including (i) the businessdevelopment and technical services, (ii) the business launch services and (iii) the post-business launch support services. The business services agreement with WENN provides that the fees for the services provided in connection with the development and launch of the Platform (thebusiness development and technical services and business launch services) were deemed earned on the date of execution of the business services agreement. TheCompany has waived WENN’s requirement to pay the $250,000 fixed fee in connection with the business development and technical services as a concession. TheCompany has recognized the business development and technical services fee of $500,000 during the year ended December 31, 2017, which WENN paid inJanuary 2018 upon the completion of its first round of pre-ICO fundraising. The fees for the post-business launch support services (the “Monthly Services” ) are $35,000 per month and they will be due at the beginning of each month inwhich the Monthly Services are performed. With respect to the Monthly Services, the Company has agreed to provide the Monthly Services for one yearcommencing on the date of the Platform Launch (as defined below), after which the business services agreement and the provision of the Monthly Services willautomatically renew for a one year period and can be terminated by either our company or WENN with 30 days’ written notice. “Platform Launch” means thepublicized product launch of the Platform to the general public, including the ability of the general public to use Tokens as the primary means of exchange fortransactions on the Platform. In addition, the business services agreement with WENN provides that the work fee in the amount of $4,175,000 is deemed earned on March 15, 2018 and thework fee is subject to a Renegotiation Obligation (as defined below). The business services agreement with WENN also provides that the additional fee of rights toreceive an aggregate of 20,000,000 Platform tokens or coins (the “Tokens” ) pursuant to a Simple Agreement for Future Tokens is also deemed earned on the dateof execution of the business services agreement and the additional fee is subject to a Renegotiation Obligation. However, for financial reporting purposes, the workfee and additional fee are deemed earned on the date of the launch of the Platform. If WENN does not raise more than $40 million in connection with its offer andsale for cash of (i) one or more Simple Agreements for Future Tokens ( “SAFTs” ), which SAFTs will entitle the holders thereof to receive Tokens under certaincircumstances, and/or, (ii) Tokens, in the event that WENN determines to offer and sell Tokens in lieu of or in addition to SAFTs in connection with its fundraisingefforts (collectively, the “WENN Offering” ), prior to May 31, 2018, the Company will be required to return the work fees and additional fee to WENN andWENN and our company will be required to negotiate in good faith the amount of each of such fee (such requirement to negotiate is referred to herein as the“Renegotiation Obligation” ).

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6. RELATED PARTY TRANSACTIONS (CONT’D) The Company has agreed that WENN will not be responsible for any out-of-pocket expenses incurred by our company in connection with our performance of theservices. In addition, the Company has agreed to pay, and otherwise be financially responsible for (including through the reimbursement of disbursements made byWENN and its affiliates), (i) all legal costs and expenses incurred by WENN, our company and any of their affiliates in connection with the WENN Offering; (ii)all business and travel expenses incurred by WENN, our company and any of their affiliates in connection the WENN Offering; and (iii) all fees and expensesincurred by WENN in connection with its conversion of cryptocurrencies into US dollars in connection with the WENN Offering, including bank, exchange andother similar fees and expenses. WENN will have the right to deduct any such amounts from the fees otherwise payable by it to our company and apply suchdeducted amounts to the payments to our company. The business services agreement will continue for a period of one year unless earlier terminated by either our company or WENN. Either the Company or WENN may terminate the business services agreement upon the provision of 30 days’ written notice to the other party. If the Companyprovides such notice, WENN may immediately terminate the business services agreement and the Company will be entitled to no further compensation except forany fees earned prior to the date of the termination. If WENN provides such notice, the Company may immediately terminate the business services agreement andwill be entitled to no further compensation, except for the following lump sum payments: (i) any fees earned to the effective date of termination; and (ii) a lumpsum payment of $105,000. For the purpose of determining our fees earned to the date of the termination in the event that either party terminates the business services agreement, all fees forservices in connection with the development and launch of the Platform (the business development and technical services and business launch services) and theadditional fee of rights to receive an aggregate of 20,000,000 Tokens are deemed earned on the date of execution of the business services agreement and the workfee is deemed earned as of March 15, 2018. However, the work fees and additional fee are subject to the Renegotiation Obligation. As such, our work fee andadditional fee are not determinable or deemed collectible for the financial reporting purposes until the WENN Offering is completed or, if applicable, those fees arerenegotiated pursuant to the Renegotiation Obligation. The Company’s chairman and one of its directors, Cameron Chell, is a director, officer and an indirect shareholder of Business Instincts Group Inc. which owns10% of the common stock of WENN and he is also a director, officer and indirect shareholder of Blockchain Merchant Group, Inc. which owns 2.5% of thecommon stock of WENN and the Company owns 7.5% of the common stock of WENN. Mr. Chell is also a director, chairman, and officer of WENN. Mr. Elliott isa former officer of WENN. 7. SHARE CAPITAL The Company’s common stock is issued at a $0.001 par value. 75,000,000 shares have been authorized. As at December 31, 2017, 11,600,000 shares were issuedand outstanding (2016 – 6,000,000). On October 30, 2017, the Company entered into a private placement subscription agreement with 35 subscribers, pursuant to which it issued an aggregate of5,600,000 shares of common stock of the Company at a price of $0.10 per share for aggregate gross proceeds of $560,000.

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8. STOCK-BASED COMPENSATION The Company has adopted the 2017 Equity Incentive Plan (“the Plan”) under which non-transferable options to purchase common shares of the Company may begranted to directors, officers, employees, or consultants of the Company. The terms of the Plan provide that the Board of Directors have the right to grant optionsto acquire common shares of the Company at not less than the closing market price of the shares on the day preceding the grant at terms of up to ten years. Noamounts are paid or payable by the recipient on receipt of the options. The maximum number of options available for grant is 3,000,000. On January 22, 2018, themaximum number of options available for grant was increased to 3,900,000. As of December 31, 2017, there are 2,900,000 stock options issued (2016 – nil) and100,000 stock options unissued (2016 – nil). On October 15, 2017, the Company granted a total of 1,400,000 stock options to its directors and officers. The stock options are exercisable at the exercise price of$0.10 per share for a period of ten years from the date of grant. The stock options are exercisable as follows: (i) 1/3 upon the date of grant; (ii) 1/3 on the first anniversary date; and (iii) 1/3 on the second anniversary date.

On October 15, 2017, the Company granted a total of 1,325,000 stock options to its consultants. These stock options were granted to consultants who haveprovided their services for cash compensation below cost, with the stock options providing additional compensation in lieu of cash. The stock options areexercisable at the exercise price of $0.10 per share for a period of ten years from the date of grant. Of the stock options granted, 800,000 are exercisable as follows: (i) 1/3 upon the date of grant; (ii) 1/3 on the first anniversary date; and (iii) 1/3 on the second anniversary date.

The remaining 525,000 stock options are exercisable as follows: (i) 1/3 on the first anniversary date; (ii) 1/3 on the second anniversary date; and (iii) 1/3 on the third anniversary date.

On November 10, 2017, the Company granted a total of 175,000 stock options to its consultants. The stock options are exercisable at the exercise price of $0.10 pershare for a period of ten years from the date of grant. The stock options are exercisable as follows: (i) 1/3 on the first anniversary date; (ii) 1/3 on the second anniversary date; and (iii) 1/3 on the third anniversary date.

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8. STOCK-BASED COMPENSATION (CONT’D) Stock options granted are valued at the fair value calculation based off the Black-Scholes valuation model. The weighted average assumptions used in thecalculation are as follows: For the years ended December 31, 2017 2016 Share price $ 0.10 N/A Exercise price $ 0.10 N/A Time to maturity (years) 10 N/A Risk-free interest rate 2.28%-2.40% N/A Expected volatility 191.12%-191.75% N/A Dividend per share $ 0.00 N/A Forfeiture rate Nil N/A

Number of Options

Weighted AverageGrant-Date Fair

Value ($) Weighted AverageExercise Price ($)

Weighted AverageRemaining Life

(Yrs) Options outstanding, December 31, 2015 - - - - Granted - - - - Exercised - - - - Forfeited - - - -

Options outstanding, December 31, 2016 - - - - Granted 2,900,000 0.10 0.10 9.8 Exercised - - - - Forfeited - - - -

Options outstanding, December 31, 2017 2,900,000 0.10 0.10 9.8 Options exercisable, December 31, 2017 733,331 0.10 0.10 9.8 9. INCOME TAXES For the fiscal years 2017 and 2016, there was no provision for income taxes and deferred tax assets have been entirely offset by valuation allowances. As of December 31, 2017 and 2016, the Company had net operating loss carry forwards of approximately $693,008 and $225,850, respectively. The carry forwardsexpire through the year 2037. The Company’s net operating loss carry forwards may be subject to annual limitations, which could reduce or defer the utilization ofthe losses as a result of an ownership change as defined in Section 382 of the Internal Revenue Code.

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9. INCOME TAXES (CONT’D) The Tax Cuts and Jobs Act was enacted on December 22, 2017 which reduced the U.S. corporate statutory tax rate from 35% to 21% beginning on January 1,2018. The Company’s tax expense differs from the “expected” tax expense for Federal income tax purposes (computed by applying the United States Federal taxrate of 21% to loss before taxes (2016 – 21%)), as follows:

For the years ended

December 31, 2017 2016 Net operating loss before taxes (467,058) (88,196)Federal income tax rate 21% 21%Tax expense (benefit) at the statutory rate (98,082) (18,521)Non-deductible items Tax effect of stock-based compensation (non-qualifying options) 44,401 -

Change in valuation allowance 53,681 18,521 Total - - The tax effects of the temporary differences between reportable financial statement income and taxable income are recognized as deferred tax assets and liabilities.The tax effect of significant components of the Company’s deferred tax assets at December 31, 2017 and 2016, respectively, are as follows: 2017 2016 Deferred tax asset: Net operating loss carry forwards 101,110 47,429 Total gross deferred tax assets 101,110 47,429 Less: Deferred tax asset valuation allowance (101,110) (47,429)Total net deferred tax assets - - In assessing the ability to realize the deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assetswill not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which thosetemporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and taxplanning strategies in making this assessment. The returns filed from the year 2014 going-forward are subject to examination by the IRS.

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10. FINANCIAL INSTRUMENTS Fair value is an exit price representing the amount that would be received to sell an asset or aid to transfer a liability in an orderly transaction between marketparticipants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing anasset or a liability. A three-tier fair value hierarchy is established as a base for considering such assumptions and for inputs used in the valuation methodologies in measuring fairvalue: ● Level 1: Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets. ● Level 2: Observable inputs that reflect quoted prices for identical assets or liabilities in markets that are not active; quoted prices for similar assets or

liabilities in active markets; inputs other than quoted prices that are observable for the assets or liabilities; or inputs that are derived principally from orcorroborated by observable market data by correlation or other means.

● Level 3: unobservable inputs reflecting our own assumptions incorporated in valuation techniques used to determine fair value. These assumptions arerequired to be consistent with market participants assumptions that are reasonably available.

○ Investment in related party

As of December 31, 2017 2016 Investment in related party 37 - The fair value hierarchy also requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. 11. SUBSEQUENT EVENTS On January 3, 2018, WENN Digital Inc. repaid the outstanding $100,000 loan plus accrued interest of $950. As Lead Director, Mr. Geiskopf will be receiving $120,000 in annual compensation. On January 22, 2018, we amended our 2017 Equity Incentive Plan to increase the number of shares of our common stock available for the grant of awards underthe plan from 3,000,000 shares to 3,900,000 shares. On February 9, 2018, we appointed Edmund C. Moy as a director of the Company. We granted 100,000 stock options to Mr. Moy at an exercise price of $0.60 pershare. Mr. Moy will be receiving $50,000 in annual compensation. On February 14, 2018, we changed our name from “AppCoin Innovations Inc.” to “ICOX Innovations Inc.”. The name change became effective with the OTCPink operated by the OTC Markets Group at opening for trading on February 14, 2018 under the stock symbol “ICOX”. On February 16, 2018, we appointed Steve Beauregard as Member of the Advisory Board of the Company. We granted 25,000 stock options at an exercise price of$0.60 per share. Mr. Beauregard will be receiving $25,000 in annual compensation. On February 16, 2018, we appointed Russell Stidolph as Member of the Advisory Board of the Company. We granted 50,000 stock options at an exercise price of$0.60 per share.

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11. SUBSEQUENT EVENTS (CONT’D) On March 13, 2018, we entered into a loan agreement with Michael Blum whereby Mr. Blum advanced $100,000 to us. The principal amount of $100,000 isrepayable on demand (but no longer than a term of six month) and bears simple interest at a rate of 12% per annum, which is payable upon repayment of theprincipal amount of $100,000. We are entitled to prepay the whole or any portion of the principal amount of $100,000, plus accrued interest on the portion of theprincipal amount of $100,000 being prepaid, at any time. The loan agreement provides that we must, within five days of the release of funds to us from our privateplacement of subscription receipts that closed in March 2018, repay the principal amount of $100,000 plus accrued interest in full. The loan agreement alsoprovides that if we obtain any indebtedness on terms that are superior to the terms set forth in the loan agreement, then the terms under the loan agreement will bedeemed to be amended, as of March 13, 2018, to match such superior terms in a manner and on terms as nearly equivalent as practicable to such superior terms. On March 12 and 19, 2018, we completed private placements of an aggregate of 9,113,659 subscription receipts at a price of $0.60 per subscription receipt foraggregate gross proceeds of $5,468,195.40. In the event of the occurrence of the escrow release condition (as defined below), each subscription receipt willautomatically convert into one share of our common stock, for no additional consideration. The subscription amounts will be held by an escrow agent until theescrow release condition. The escrow release condition is the receipt by our company of conditional approval for the listing of the shares of our common stock on aCanadian stock exchange. In the event that the escrow release condition is satisfied prior to 5:00 p.m. (Vancouver time) on May 31, 2018, we will deliver a noticeto the escrow agent confirming the escrow release condition has been satisfied. Upon receipt of the notice, the escrow agent will, as soon as practicable thereafter,release the subscription amounts to our company and each subscription receipt will automatically convert into one share of our common stock without payment ofany additional consideration. If the escrow release condition is not satisfied by 5:00 p.m. (Vancouver time) on May 31, 2018 or if we deliver a written defaultnotice to the escrow agent that the escrow release condition will not be satisfied by that time, the subscription receipts will expire and be of no further force andeffect, effective as of the earlier of (i) 5:00 p.m. (Vancouver time) on May 31, 2018 and (ii) the date of the receipt of the default notice, and the subscribers will beentitled to receive from the escrow agent a refund of the subscription amounts held in escrow, without interest and less applicable expenses. In connection with theclosing of the private placements, we paid cash finder’s fees in the aggregate amount of $29,399.97 and we agreed to issue 160,865 shares of our common stock ata deemed price of $0.60 per share as the finder’s fee, which will be issued only if the subscription receipts are converted into shares of our common stock. In connection with this private placement, the Company agreed with each subscriber who purchased these Subscription Receipts to prepare and file a registrationstatement with respect to 50% of the Shares issuable upon conversion of the Subscription Receipts with the United States Securities and Exchange Commissionwithin 90 days following the closing of the private placement and agreed to use commercially reasonable efforts to have the registration statement declaredeffective by the United States Securities and Exchange Commission as soon as possible after filing. None of the securities issued in the private placement have been registered under the United States Securities Act of 1933, as amended (the “1933 Act”), and noneof them may be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the 1933 Act.

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11. SUBSEQUENT EVENTS (CONT’D) On March 27, 2018, we entered into a loan agreement with Greg Burnett whereby Mr. Burnett advanced $100,000 to us. The principal amount of $100,000 isrepayable on demand (but no longer than a term of six month) and bears simple interest at a rate of 12% per annum, which is payable upon repayment of theprincipal amount of $100,000. We are entitled to prepay the whole or any portion of the principal amount of $100,000, plus accrued interest on the portion of theprincipal amount of $100,000 being prepaid, at any time. The loan agreement provides that we must, within five days of the release of funds to us from our privateplacement of subscription receipts that closed in March 2018, repay the principal amount of $100,000 plus accrued interest in full. The loan agreement alsoprovides that if we obtain any indebtedness on terms that are superior to the terms set forth in the loan agreement, then the terms under the loan agreement will bedeemed to be amended, as of March 27, 2018, to match such superior terms in a manner and on terms as nearly equivalent as practicable to such superior terms.

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ICOX Innovations Inc.Condensed Consolidated Balance Sheets

March 31, 2018 December 31, 2017 (unaudited)

Assets Current Assets Cash and cash equivalents $ 28,448 $ 214,993 Accounts receivable, related party - 500,000 Prepaid expenses 84,166 30,000 Prepaid expenses, related party 35,000 35,000 Deferred service costs 61,228 21 Deferred offering costs 121,558 - Related party loans receivable and related accrued interest - 100,752 Subscription receipts in escrow 5,468,195 -

Total Current Assets 5,798,595 880,766 Investment, related party 37 37

Total Assets $ 5,798,632 $ 880,803 Liabilities and Stockholders’ Deficit Current Liabilities Accounts payable and accrued expenses $ 363,504 $ 131,303 Accounts payable and accrued expenses, related party 30,531 51,616 Loans payable, related party 200,000 - Accrued interest on loans payable, related party 723 -

Total Current Liabilities 594,758 182,919 Convertible notes payable 500,325 500,325 Accrued interest on convertible notes 68,744 52,949

Total Liabilities 1,163,827 736,193 Commitments and Contingencies - - Mezzanine Equity Subscription receipts 5,468,195 -

Total Mezzanine Equity 5,468,195 - Stockholders’ Equity (Deficit) Common stock, $0.001 par value, 75,000,000 shares authorized; 11,600,000 shares issued andoutstanding as at March 31, 2018 and December 31, 2017, respectively 11,600 11,600 Additional paid-in-capital 870,536 826,018 Accumulated deficit (1,715,526) (693,008)

Total Stockholders’ Equity (Deficit) (833,390) 144,610 Total Liabilities and Stockholders’ Equity (Deficit) $ 5,798,632 $ 880,803

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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ICOX Innovations Inc.Condensed Consolidated Statement of Operations

(Unaudited)

Three Months Ended


March 31, 2017 Revenues Service revenue $ - $ - Total revenues - - Operating expenses General and administrative expense 514,117 29,241 Consulting fees, related party 105,000 - Service costs 387,080 - Total operating expenses 1,006,197 29,241 Net loss from operations (1,006,197) (29,241) Other income (expense) Interest income, related party 198 - Note interest expense (16,519) (7,315)Total other income (expense) (16,321) (7,315) Provision for taxes - - Net loss $ (1,022,518) $ (36,556) Loss per common share – Basic and diluted $ (0.09) $ (0.01) Weighted average number of common shares outstanding, basic and diluted 11,600,000 6,000,000


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ICOX Innovations Inc.Condensed Consolidated Statements of Cash Flows

(Unaudited)

Three Months Ended


March 31, 2017 Operating activities Net loss for the period $ (1,022,518) $ (36,556)Adjustments to reconcile net loss to net cash used in operating activities Stock-based compensation 3,229 - Stock-based compensation, related party 41,289 -

Changes in operating assets and liabilities Accounts receivable, related party 500,000 - Prepaid expense (54,166) - Deferred service costs (61,207) - Deferred offering costs (121,558) - Accrued interest receivable, related party 752 - Accounts payable and accrued expenses 232,201 - Accounts payable and accrued expenses, related party (21,085) 7,315 Accrued interest on loans payable, related party 723 (43,893)Accrued interest on notes payable 15,795 -

Net cash (used in) operating activities (486,545) (73,134) Investing activities

Repayment of loan issued to related party 100,000 - Net cash provided by investing activities 100,000 - Financing activities

Proceeds from issuance of loans payable, related party 200,000 - Proceeds from issuance of convertible notes payable - 20,000

Net cash provided by financing activities 200,000 20,000 Net changes in cash and equivalents (186,545) (53,134) Cash and equivalents at beginning of the period 214,993 56,050 Cash and equivalents at end of the period $ 28,448 $ 2,916 SUPPLEMENTAL CASH FLOW INFORMATION Cash paid in interest $ - $ - Cash paid for income taxes $ - $ -

SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCINGACTIVITIES Stock-based compensation $ 3,229 $ - Stock-based compensation, related party $ 41,289 $ - Subscription receipts - escrow $ 5,468,195


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ICOX Innovations Inc.Notes to Unaudited Condensed Consolidated Financial Statements

As of March 31, 2018 and for the three months ended March 31, 2018 and 2017

1. NATURE AND CONTINUANCE OF OPERATIONS ICOX Innovations Inc. (formerly AppCoin Innovations Inc., formerly RedStone Literary Agents, Inc.) (the “Company”) was incorporated under the laws of Stateof Nevada on July 20, 2010, with an authorized capital of 75,000,000 common shares, having a par value of $0.001 per share. During the period ended December31, 2010, the Company commenced operations by issuing shares and developing its publishing service business, focused on representing authors to publishers. On February 14, 2018, the Company changed its name from “AppCoin Innovations Inc.” to “ICOX Innovations Inc.” The Company’s new business model provides a turnkey set of services for companies to develop and integrate blockchain and cryptocurrency technologies intotheir business operations. The Company will enable its customers to focus on their core competencies while providing the necessary resources and expertise toexecute a strategy that will enable companies to integrate new blockchain plus cryptocurrency technologies into their business operations. The Company will becompensated on a fee-for-services model. The Company may also accept tokens or coins in payment for its services, to the extent permitted under applicable law. The Company’s services will include strategic planning, project planning, structure development and administration, business plan modeling, technologydevelopment support, whitepaper preparation, due diligence reporting, governance planning and management. Going Concern These consolidated financial statements have been prepared on a going concern basis which assumes the Company will be able to realize its assets and dischargeits liabilities in the normal course of business for the foreseeable future. The Company has incurred losses since inception resulting in an accumulated deficit of$1,715,526 as of March 31, 2018 and further losses are anticipated in the pursuit of the Company’s new service business opportunity, raising substantial doubtabout the Company’s ability to continue as a going concern. The ability to continue as a going concern is dependent upon the Company generating profitableoperations in the future and/or obtaining the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when theycome due. Management intends to finance operating costs over the next twelve months with existing cash on hand, loans from directors and/or the privateplacement of common stock. In order to address the above factors, subsequent to year end, the Company completed private placements of an aggregate of 9,113,659 subscription receipts at aprice of $0.60 per subscription receipt for aggregate gross proceeds of $5,468,195. The financial statements do not include any adjustments relating to the recoverability and classification of assets or the amounts and classifications of liabilitiesthat might be necessary should the Company be unable to continue as a going concern.

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2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The interim condensed consolidated financial statements of the Company have been prepared in accordance with generally accepted accounting principles (“GAAP ”) in the United States of America. Basis of Consolidation The interim condensed consolidated financial statements include the accounts of the Company and its subsidiary. All intercompany transactions and balances havebeen eliminated. Unaudited Interim Financial Information The accompanying unaudited interim condensed consolidated financial statements and related notes have been prepared in accordance with U.S. GAAP for interimfinancial information, and with the rules and regulations of the United States Securities and Exchange Commission (the “SEC”) to Form 10-Q and Article 8 ofRegulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. The unauditedinterim condensed consolidated financial statements furnished reflect all adjustments (consisting of normal recurring accruals) which are, in the opinion ofmanagement, necessary to a fair statement of the results for the interim periods presented. Unaudited interim results are not necessarily indicative of the results forthe full fiscal year. These unaudited interim condensed consolidated financial statements should be read in conjunction with the financial statements of theCompany for the year ended December 31, 2017 and notes thereto contained in the information as part of the Company’s Annual Report on Form 10-K, which wasfiled with the SEC on April 2, 2018. Use of Estimates The preparation of interim condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions thataffect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and thereported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates and these differences could be material. Deferred Offering Costs Costs that the Company incurred in relation to the private placement that has not yet closed has been recorded as deferred offering costs on the Condensed BalanceSheet. Once the private placement is closed then these deferred offering costs will be charged to equity as share issue costs. If the private placement does not close,then these costs will be written off during that period. Mezzanine Equity Subscription receipts that have been received by the Company in relation to the private placement that has not yet closed has been recorded as Mezzanine Equityon the Condensed Balance Sheet. These funds are being recorded separately from shareholders’ equity. Reclassification Certain reclassifications have been made to the 2017 financial statements in order for them to conform to the 2018 presentation. Such reclassifications have noimpact on the Company’s financial position or results or operations.

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2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT’D) Recently Adopted Accounting Pronouncements Statement of Cash Flows (ASU 2016-15) This update provides specific guidance to clarify how entities should classify certain cash receipts and cash payments on the statement of cash flows. The updatealso clarifies the application of the predominance principle when cash receipts and cash payments have aspects of more than one class of cash flows. The Companyadopted this standard effective January 1, 2018. The adoption of this update had no material effect on our financial statements. Financial Instruments – Recognition and Measurement (ASU 2016-01) This update retains the current accounting for classifying and measuring investments in debt securities and loans, but requires equity investments to be measured atfair value with subsequent changes recognized in net income, except for those accounted for under the equity method or requiring consolidation. The Companyadopted this standard effective January 1, 2018. The adoption of this update had no material effect on our financial statements. 3. NOTES PAYABLE On September 14, 2015, the Company entered into a private placement subscription agreement and issued an unsecured convertible note (the “ First Note ”) in theprincipal amount of $73,825 to one subscriber. The First Note, and accrued interest, will mature five (5) years from the date of issuance and will bear interest at therate of 18% interest per annum, compounded annually. The principal amount of the First Note, plus any interest accrued thereon, may be converted into shares ofcommon stock of the Company at a conversion price of $0.03 per share. As at March 31, 2018, the First Note had a balance outstanding of $107,611 (December31, 2017 - $104,334), comprised of a principal amount of $73,825 and accrued interest of $33,786 (December 31, 2017 - $30,509). The Company has determinedthat no beneficial conversion feature exists due to the share value on the date of issuance. On December 31, 2016, the Company entered into a private placement subscription agreement and issued an unsecured convertible note (the “ Second Note ”) inthe principal amount of $50,000 to one subscriber. The Second Note, and accrued interest, will mature five (5) years from the date of issuance and will bear interestat the rate of 18% interest per annum, compounded annually. The principal amount of the Second Note, plus any interest accrued thereon, may be converted intoshares of common stock of the Company at a conversion price of $0.03 per share. As at March 31, 2018, the Second Note had a balance outstanding of $61,243(December 31, 2017 - $59,025), comprised of a principal amount of $50,000 and accrued interest of $11,243 (December 31, 2017 - $9,025). The Company hasdetermined that no beneficial conversion feature exists due to the share value on the date of issuance. On December 31, 2016, the Company entered into a private placement subscription agreement and issued an unsecured convertible note (the “ Third Note ”) in theprincipal amount of $21,500 to one subscriber. The Third Note included repayment of the principal amount of $20,000 for an unsecured note issued on June 6,2016 plus a $1,500 restructuring fee. The Third Note, and accrued interest, will mature five (5) years from the date of issuance and will bear interest at the rate of18% interest per annum, compounded annually. The principal amount of the Third Note, plus any interest accrued thereon, may be converted into shares ofcommon stock of the Company at a conversion price of $0.03 per share. As at March 31, 2018, the Third Note had a balance outstanding of $26,335 (December 31,2017 - $25,380), comprised of a principal amount of $21,500 and accrued interest of $4,835 (December 31, 2017 - $3,880). The Company has determined that nobeneficial conversion feature exists due to the share value on the date of issuance.

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3. NOTES PAYABLE (CONT’D) On March 2, 2017, the Company entered into a private placement subscription agreement and issued an unsecured convertible note (the “ Fourth Note ”) in theprincipal amount of $20,000 to one subscriber. The Fourth Note, and accrued interest, will mature five (5) years from the date of issuance and will bear interest atthe rate of 18% interest per annum, compounded annually. The principal amount of the Fourth Note, plus any interest accrued thereon, may be converted intoshares of common stock of the Company at a conversion price of $0.03 per share. As at March 31, 2018, the Fourth Note had a balance outstanding of $23,886(December 31, 2017 - $22,998), comprised of a principal amount of $20,000 and accrued interest of $3,886 (December 31, 2017 - $2,998). The Company hasdetermined that no beneficial conversion feature exists due to the share value on the date of issuance. On June 8, 2017, the Company entered into a private placement subscription agreement and issued an unsecured convertible note (the “ Fifth Note ”) in theprincipal amount of $10,000 to one subscriber. The Fifth Note, and accrued interest, will mature five (5) years from the date of issuance and will bear interest at therate of 18% interest per annum, compounded annually. The principal amount of the Fifth Note, plus any interest accrued thereon, may be converted into shares ofcommon stock of the Company at a conversion price of $0.03 per share. As at March 31, 2018, the Fifth Note had a balance outstanding of $11,460 (December 31,2017 - $11,016), comprised of a principal amount of $10,000 and accrued interest of $1,460 (December 31, 2017 - $1,016). The Company has determined that nobeneficial conversion feature exists due to the share value on the date of issuance. On September 7, 2017, the Company received a $250,000 loan from a less than 5% shareholder. The loan is unsecured, repayable on demand and is non-interestbearing. On October 30, 2017, this loan was used to subscribe to an unsecured convertible debenture (the “ Sixth Note ”) in the principal amount of $250,000 toone subscriber. The Sixth Note, and accrued interest, will mature three (3) years from the date of issuance and will bear interest at the rate of 10% interest perannum, compounded annually. The principal amount of the Sixth Note, plus any interest accrued thereon, may be converted into shares of common stock of theCompany at a conversion price of $0.10 per share. As at March 31, 2018, the Sixth Note had a balance outstanding of $260,411 (December 31, 2017 - $254,247),comprised of a principal amount of $250,000 and accrued interest of $10,411 (December 31, 2017 - $4,247). The Company has determined that no beneficialconversion feature exists due to the share value on the date of issuance. On October 30, 2017, the Company entered into a private placement subscription agreement and issued an unsecured convertible note (the “ Seventh Note ”) in theprincipal amount of $75,000 to one subscriber. The Seventh Note, and accrued interest, will mature three (3) years from the date of issuance and will bear interestat the rate of 10% interest per annum, compounded annually. The principal amount of the Seventh Note, plus any interest accrued thereon, may be converted intoshares of common stock of the Company at a conversion price of $0.10 per share. As at March 31, 2018, the Seventh Note had a balance outstanding of $78,123(December 31, 2017 - $76,274), comprised of a principal amount of $75,000 and accrued interest of $3,123 (December 31, 2017 - $1,274). The Company hasdetermined that no beneficial conversion feature exists due to the share value on the date of issuance. Based upon the balances as of March 31, 2018, the convertible notes and the related interest will come due in the following years:

Principal Interest Total 2018 $ - $ - $ - 2019 - - - 2020 398,825 47,320 446,145 2021 71,500 16,078 87,578 2022 30,000 5,346 35,346 Total $ 500,325 $ 68,744 $ 569,069

F- 29

4. LOANS PAYABLE – RELATED PARTY On March 13, 2018, we entered into a loan agreement with Michael Blum, our Chief Financial Officer, whereby Mr. Blum advanced $100,000 to us. The principalamount of $100,000 is repayable on demand (but no longer than a term of six month) and bears simple interest at a rate of 12% per annum, which is payable uponrepayment of the principal amount of $100,000. We are entitled to repay the whole or any portion of the principal amount of $100,000, plus accrued interest on theportion of the principal amount of $100,000 being repaid, at any time. The loan agreement provides that we must, within five days of the release of funds to usfrom our private placement of subscription receipts that closed in March 2018, repay the principal amount of $100,000 plus accrued interest in full. The loanagreement also provides that if we obtain any indebtedness on terms that are superior to the terms set forth in the loan agreement, then the terms under the loanagreement will be deemed to be amended, as of March 13, 2018, to match such superior terms in a manner and on terms as nearly equivalent as practicable to suchsuperior terms. As at March 31, 2018, interest accrued is $592. On March 27, 2018, we entered into a loan agreement with Greg Burnett, a member of our Advisory Board, whereby Mr. Burnett advanced $100,000 to us. Theprincipal amount of $100,000 is repayable on demand (but no longer than a term of six month) and bears simple interest at a rate of 12% per annum, which ispayable upon repayment of the principal amount of $100,000. We are entitled to repay the whole or any portion of the principal amount of $100,000, plus accruedinterest on the portion of the principal amount of $100,000 being repaid, at any time. The loan agreement provides that we must, within five days of the release offunds to us from our private placement of subscription receipts that closed in March 2018, repay the principal amount of $100,000 plus accrued interest in full. Theloan agreement also provides that if we obtain any indebtedness on terms that are superior to the terms set forth in the loan agreement, then the terms under theloan agreement will be deemed to be amended, as of March 27, 2018, to match such superior terms in a manner and on terms as nearly equivalent as practicable tosuch superior terms. As at March 31, 2018, interest accrued is $131. Based upon the balances as of March 31, 2018, the loans payable and the related interest will come due in the following years: Principal Interest Total 2018 $ 200,000 $ 723 $ 200,723 Total $ 200,000 $ 723 $ 200,723 5. RELATED PARTY TRANSACTIONS In support of the Company’s efforts and cash requirements, it may rely on advances from stockholders until such time as the Company can support its operationsthrough revenue generation or attain adequate financing through sales of its equity or traditional debt financing. There is no formal written commitment forcontinued support by stockholders. Amounts represent advances or amounts paid in satisfaction of liabilities. The Company’s office premises were provided to it at no cost by one of its directors. This director did not take any fees for serving as director during the periodended March 31, 2018. In October 2017, the Company signed an agreement with a company in which the Company’s Chairman is a director, officer, and 30.5% shareholder, to providestrategic management services. The agreement is for a two-year term that will automatically be renewed unless: (i) mutually agreed to by BIG and us, or (ii)written notice of non-renewal is provided by the non-renewing party to the other at least 90 days prior to the end of the term. This agreement committed theCompany to pay $35,000 a month and a signing bonus of $100,000 payable as follows: (i) $50,000 upon closing of up to $750,000 of equity financing and (ii)$50,000 payable on signing of the first client agreement. As of March 31, 2018, the Company had trade and other payables owing to this related party of $30,531.

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5. RELATED PARTY TRANSACTIONS (CONT’D) Future minimum payments per the agreement are: 2018 $ 315,000 2019 350,000 Total $ 665,000 On December 29, 2017, the Company signed a master service agreement with WENN Digital Inc. (“WENN”), a company in which there is a common director.The agreement was amended on March 15, 2018, pursuant to which the Company changed the scope of services to provide WENN with the services in connectionwith WENN’s development of an image rights management and protection platform (the “Platform”) using blockchain technology, including (i) the businessdevelopment and technical services, (ii) the business launch services and (iii) the post-business launch support services. The business services agreement with WENN provides that the fees for the services provided in connection with the development and launch of the Platform (thebusiness development and technical services and business launch services) were deemed earned on the date of execution of the business services agreement. TheCompany has waived WENN’s requirement to pay the $250,000 fixed fee in connection with the business development and technical services as a concession. TheCompany has recognized the business development and technical service fee of $500,000 during the year end December 31, 2017, paid in January by WENN uponthe completion of its first round of pre-ICO fundraising. The fees for the post-business launch support services (the “Monthly Services” ) are $35,000 per month and they will be due at the beginning of each month inwhich the Monthly Services are performed. With respect to the Monthly Services, the Company has agreed to provide the Monthly Services for one yearcommencing on the date of the Platform Launch (as defined below), after which the business services agreement and the provision of the Monthly Services willautomatically renew for a one year period and can be terminated by either our company or WENN with 30 days’ written notice. “Platform Launch” means thepublicized product launch of the Platform to the general public, including the ability of the general public to use Tokens as the primary means of exchange fortransactions on the Platform. In addition, the business services agreement with WENN provides that the work fee in the amount of $4,175,000 is deemed earned on March 15, 2018 and thework fee is subject to a Renegotiation Obligation (as defined below). The business services agreement with WENN also provides that the additional fee of rights toreceive an aggregate of 20,000,000 Platform tokens or coins (the “Tokens” ) pursuant to a Simple Agreement for Future Tokens is also deemed earned on the dateof execution of the business services agreement and the additional fee is subject to a Renegotiation Obligation. However, for financial reporting purposes, the workfee and additional fee are deemed earned on the date of the launch of the Platform. If WENN does not raise more than $40 million in connection with its offer andsale for cash of (i) one or more Simple Agreements for Future Tokens ( “SAFTs” ), which SAFTs will entitle the holders thereof to receive Tokens under certaincircumstances, and/or, (ii) Tokens, in the event that WENN determines to offer and sell Tokens in lieu of or in addition to SAFTs in connection with its fundraisingefforts (collectively, the “WENN Offering” ), prior to May 31, 2018, the Company will be required to return the work fees and additional fee to WENN andWENN and our company will be required to negotiate in good faith the amount of each of such fee (such requirement to negotiate is referred to herein as the“Renegotiation Obligation” ).

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5. RELATED PARTY TRANSACTIONS (CONT’D) The Company has agreed that WENN will not be responsible for any out-of-pocket expenses incurred by our company in connection with our performance of theservices. In addition, the Company has agreed to pay, and otherwise be financially responsible for (including through the reimbursement of disbursements made byWENN and its affiliates), (i) all legal costs and expenses incurred by WENN, our company and any of their affiliates in connection with the WENN Offering; (ii)all business and travel expenses incurred by WENN, our company and any of their affiliates in connection the WENN Offering; and (iii) all fees and expensesincurred by WENN in connection with its conversion of cryptocurrencies into US dollars in connection with the WENN Offering, including bank, exchange andother similar fees and expenses. WENN will have the right to deduct any such amounts from the fees otherwise payable by it to our company and apply suchdeducted amounts to the payments to our company. The business services agreement will continue for a period of one year unless earlier terminated by either our company or WENN. Either the Company or WENN may terminate the business services agreement upon the provision of 30 days’ written notice to the other party. If the Companyprovides such notice, WENN may immediately terminate the business services agreement and the Company will be entitled to no further compensation except forany fees earned prior to the date of the termination. If WENN provides such notice, the Company may immediately terminate the business services agreement andwill be entitled to no further compensation, except for the following lump sum payments: (i) any fees earned to the effective date of termination; and (ii) a lumpsum payment of $105,000. For the purpose of determining our fees earned to the date of the termination in the event that either party terminates the business services agreement, all fees forservices in connection with the development and launch of the Platform (the business development and technical services and business launch services) and theadditional fee of rights to receive an aggregate of 20,000,000 Tokens are deemed earned on the date of execution of the business services agreement and the workfee is deemed earned as of March 15, 2018. However, the work fees and additional fee are subject to the Renegotiation Obligation. As such, our work fee andadditional fee are not determinable or deemed collectible for the financial reporting purposes until the WENN Offering is completed or, if applicable, those fees arerenegotiated pursuant to the Renegotiation Obligation. The Company’s chairman and one of its directors, Cameron Chell, is a director, officer and an indirect shareholder of Business Instincts Group Inc. which owns10% of the common stock of WENN and he is also a director, officer and indirect shareholder of Blockchain Merchant Group, Inc. which owns 2.5% of thecommon stock of WENN and the Company owns 7.5% of the common stock of WENN. Mr. Chell is also a director, chairman, and officer of WENN. Mr. Elliott isa former officer of WENN.

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6. SHARE CAPITAL The Company’s common stock is issued at a $0.001 par value. 75,000,000 shares have been authorized. As at March 31, 2018, 11,600,000 shares were issued andoutstanding (December 31, 2017 – 11,600,000). On March 12 and 19, 2018, we completed private placements of an aggregate of 9,113,659 subscription receipts at a price of $0.60 per subscription receipt foraggregate gross proceeds of $5,468,195. In the event of the occurrence of the escrow release condition (as defined below), each subscription receipt willautomatically convert into one share of our common stock, for no additional consideration. The subscription amounts will be held by an escrow agent until theescrow release condition. The escrow release condition is the receipt by our company of conditional approval for the listing of the shares of our common stock on aCanadian stock exchange. In the event that the escrow release condition is satisfied prior to 5:00 p.m. (Vancouver time) on May 31, 2018, we will deliver a noticeto the escrow agent confirming the escrow release condition has been satisfied. Upon receipt of the notice, the escrow agent will, as soon as practicable thereafter,release the subscription amounts to our company and each subscription receipt will automatically convert into one share of our common stock without payment ofany additional consideration. If the escrow release condition is not satisfied by 5:00 p.m. (Vancouver time) on May 31, 2018 or if we deliver a written defaultnotice to the escrow agent that the escrow release condition will not be satisfied by that time, the subscription receipts will expire and be of no further force andeffect, effective as of the earlier of (i) 5:00 p.m. (Vancouver time) on May 31, 2018 and (ii) the date of the receipt of the default notice, and the subscribers will beentitled to receive from the escrow agent a refund of the subscription amounts held in escrow, without interest and less applicable expenses. In connection with theclosing of the private placements, we paid cash finder’s fees in the aggregate amount of $29,400 and we agreed to issue 160,865 shares of our common stock at adeemed price of $0.60 per share as the finder’s fee, which will be issued only if the subscription receipts are converted into shares of our common stock. In connection with this private placement, the Company agreed with each subscriber who purchased these Subscription Receipts to prepare and file a registrationstatement with respect to 50% of the Shares issuable upon conversion of the Subscription Receipts with the United States Securities and Exchange Commissionwithin 90 days following the closing of the private placement and agreed to use commercially reasonable efforts to have the registration statement declaredeffective by the United States Securities and Exchange Commission as soon as possible after filing. None of the securities issued in the private placement have been registered under the United States Securities Act of 1933, as amended (the “1933 Act”), and noneof them may be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the 1933 Act. 7. STOCK-BASED COMPENSATION The Company has adopted the 2017 Equity Incentive Plan (“the Plan”) under which non-transferable options to purchase common shares of the Company may begranted to directors, officers, employees, or consultants of the Company. The terms of the Plan provide that the Board of Directors have the right to grant optionsto acquire common shares of the Company at not less than the closing market price of the shares on the day preceding the grant at terms of up to ten years. Noamounts are paid or payable by the recipient on receipt of the options. As of December 31, 2017, the maximum number of options available for grant was3,000,000 shares. On January 22, 2018, the maximum number of options available for grant was increased to 3,900,000 shares. As of March 31, 2018, there are3,075,000 stock options issued (December 31, 2017 – 2,900,000) and 825,000 stock options unissued (December 31, 2017 – 100,000).

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7. STOCK-BASED COMPENSATION (CONT’D) On February 9, 2018, the Company granted a total of 100,000 stock options to a director. The stock options are exercisable at the exercise price of $0.60 per sharefor a period of ten years from the date of grant. The stock options are exercisable as follows: (i) 1/3 upon the date of grant; (ii) 1/3 on the first anniversary date; and (iii) 1/3 on the second anniversary date. On February 16, 2018, the Company granted a total of 75,000 stock options to two consultants. The stock options are exercisable at the exercise price of $0.60 pershare for a period of ten years from the date of grant. The stock options are exercisable as follows: (i) 1/3 on the first anniversary date; (ii) 1/3 on the second anniversary date; and (iii) 1/3 on the third anniversary date. Stock options granted are valued at the fair value calculation based off the Black-Scholes valuation model. The weighted average assumptions used in thecalculation are as follows: Three Months Ended March 31, 2018 2017 Share price $ 0.60 N/A Exercise price $ 0.60 N/A Time to maturity (years) 10 N/A Risk-free interest rate 2.83%-2.87% N/A Expected volatility 187.27%-187.29% N/A Dividend per share $ 0.00 N/A Forfeiture rate Nil N/A

Number of Options

Weighted Average

Grant-Date Fair Value ($)

Weighted Average Exercise Price ($)

Weighted Average Remaining Life (Yrs)

Options outstanding, December 31, 2017 2,900,000 0.10 0.10 9.5 Granted 175,000 0.60 0.60 9.9 Exercised - - - - Forfeited - - - -

Options outstanding, March 31, 2018 3,075,000 0.12 0.13 9.5 Options exercisable, March 31, 2018 766,664 0.12 0.12 9.5 8. SUBSEQUENT EVENTS On April 13, 2018, we entered into a loan agreement with a subscriber whereby the subscriber advanced $200,000 to us. The principal amount of $200,000 isrepayable on demand (but no longer than a term of six month) and bears simple interest at a rate of 12% per annum, which is payable upon repayment of theprincipal amount of $200,000. We are entitled to repay the whole or any portion of the principal amount of $200,000, plus accrued interest on the portion of theprincipal amount of $200,000 being repaid, at any time.

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Management’s Discussion and Analysis of Financial Condition and Results of Operations

Our management’s discussion and analysis provides a narrative about our financial performance and condition that should be read in conjunction with the auditedand unaudited consolidated financial statements and related notes thereto included in this prospectus. This discussion contains forward looking statementsreflecting our current expectations and estimates and assumptions about events and trends that may affect our future operating results or financial position. Ouractual results and the timing of certain events could differ materially from those discussed in these forward-looking statements due to a number of factors,including, but not limited to, those set forth in the sections of this prospectus titled “Risk Factors” beginning at page 5 above and “Forward-Looking Statements”beginning at page 13 above. Overview We were incorporated under the laws of the State of Nevada on July 20, 2010. Following incorporation, we commenced the business of representing authors topublishers. Upon the resignation of Mary Wolf as an officer of our company on August 28, 2014, we ceased pursuing the business of representing authors topublishers and sought new business opportunities. In July 2017, we decided to operate a new business of providing services for blockchain and cryptocurrency technologies. Our new business is a services and development business that provides a turnkey set of services for companies to develop and integrate blockchain andcryptocurrency technologies into their business operations. We anticipate that we will enable companies to focus on their core competencies while providing thenecessary resources and expertise to execute a strategy that will enable companies to integrate new blockchain plus cryptocurrency technologies into their businessoperations. Our plan is to be compensated on a fee-for-services model. We may also accept tokens, coins or equity in payment for our services, to the extentpermitted under applicable law. On December 29, 2017, we entered into a business services agreement with WENN, on March 19, 2018, we entered into the amendment no. 1 to business servicesagreement dated as of March 15, 2018 with WENN, and, on July 9, 2018, we entered into the amendment no. 2 to business services agreement dated as of July 9,2018 with WENN. Pursuant to the business services agreement, we agreed to provide WENN with the services in connection with WENN’s development of thePlatform using blockchain technology, including (i) the business development and technical services, (ii) the business launch services and (iii) the post-businesslaunch support services. WENN has entered into a licensing partnership agreement with Eastman Kodak Company, which announced the launch of the KODAKOne blockchain platformand KODAKCoin ICO. We are providing the services relating to the KODAKOne blockchain platform and the KODAKCoin ICO pursuant to a business servicesagreement dated December 29, 2017, as amended as of March 15, 2018 and July 9 , 2018 with WENN. Year Ended December 31, 2017 and December 31, 2016 Results of Operations Revenue We had revenues of $500,000 for the year ended December 31, 2017 compared to $0 in 2016. The business services agreement dated December 29, 2017, as amended as of March 15, 2018 and July 9, 2018 with WENN provides that the fees for the servicesprovided in connection with the development and launch of the Platform (the business development and technical services and business launch services) weredeemed earned on the date of execution of the business services agreement. We have waived WENN’s requirement to pay the $250,000 fixed fee in connectionwith the business development and technical services as a concession. We have recognized the business development and technical services fee of $500,000 duringthe year ended December 31, 2017, which WENN paid in January 2018 upon the completion of its first round of pre-ICO fundraising.

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Operating Expenses We incurred operating expenses of $932,843 and $74,183 for the years ended December 31, 2017 and 2016, respectively, representing an increase of $858,660between the two periods. These expenses consisted primarily of consulting fees, service costs, professional fees, stock-based compensation, interest and bankcharges, and other general and administrative expenses. The increase in operating expenses between the two periods related to an increase in consulting fees from$9,000 in 2016 to $547,542 in 2017 due to our company entering into a consulting agreement with Business Instincts Group and other individuals to providestrategic and project management services, an increase in service costs from $0 in 2016 to $199,920 in 2017 due to services provided to our customer, an increasein professional fees from $58,625 in 2016 to $87,014 in 2017 due to additional legal and accounting costs incurred due to the change in business, an increase ininterest and bank charges from $1,500 in 2016 to $1,896 as bank fees has increased to higher level of activities in 2017, and an increase in other general andadministrative expenses from $5,058 in 2016 to $96,471 in 2017 as travel costs and advertising expenses have risen as we met with investors, potential clients, andsought to brand our company, and includes the stock-based compensation issued to our directors in 2017. Other Income (Expense) Other income includes $789 interest earned on a loan receivable form a related party compared to $0 for the same period last year. Other expenses include, interestexpense on convertible notes payable of $35,004 for the year ended December 31, 2017 compared to $14,013 for the same period last year Net Loss from Operations We incurred net losses from operations of $432,843 and $74,183 for the years ended December 31, 2017 and 2016, respectively, representing a decrease of$358,660, primarily attributable to the factors discussed above under the heading “Operating Expenses”. Liquidity and Capital Resources Working Capital

As at

December 31, 2017 As at

December 31, 2016 Current Assets $ 880,766 $ 56,050 Current Liabilities $ 182,919 $ 49,013 Working Capital $ 697,847 $ 7,037 Current Assets Current assets of $880,766 as at December 31, 2017 and $56,050 as at December 31, 2016 were comprised of only cash and cash equivalents, accounts receivable,prepaid expenses, and an outstanding loan receivable. The increase in current assets as at December 31, 2017 was due to our company receiving $325,000 inconnection with the purchase of convertible notes, $560,000 for a private placement in exchange for shares and $500,000 in revenue. Current Liabilities Current liabilities as at December 31, 2017 were attributable to $131,303 in accounts payable and accrued expenses and $51,616 in accounts payable, related partycompared to $49,013 in accounts payable and accrued expenses as at December 31, 2016.

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Cash Flow Our cash flows for the year ended December 31, 2017 and December 31, 2016 are as follows:

Year ended

December 31, 2017 Year ended

December 31, 2016 Net cash (used in) operating activities $ (652,524) $ (27,820)Net cash (used in) investing activities (100,000) - Net cash provided by financing activities 911,467 70,000 Net changes in cash and cash equivalents $ 158,943 $ 42,180 Operating Activities Net cash used in operating activities was $652,524 for the year ended December 31, 2017, as compared to $27,820 for the year ended December 31, 2016, anincrease of $624,704. The increase in net cash used in operating activities was primarily due to the payment of prepaid expenses, the increase in accountsreceivable outstanding, and an increase in operating expenses as a result of an increase in the commencement of new business operations. Investing Activities Net cash used in investing activities was $100,000 for the year ended December 31, 2017 was due to the outstanding loan to a related party and the investment in arelated party, as compared to $0 for the year ended December 31, 2016. Financing Activities Financing activities provided cash of $911,467 for the year ended December 31, 2017 and $70,000 for the year ended December 31, 2016. On March 2, 2017, weissued an unsecured convertible note in the principal amount of $20,000. On June 8, 2017, we issued an unsecured convertible note in the principal amount of$10,000. On October 30, 2017, we issued two unsecured convertible notes with a combined principal amount of $325,000. On October 30, 2017, we issued anaggregate of 5,600,000 shares of common stock to 35 subscribers for total consideration of $560,000 and paid offering costs of $3,533. Three Months Ended March 31, 2018 and March 31, 2017 Results of Operations Revenue We had no revenue for the three months ended March 31, 2018 and 2017. Operating Expenses We incurred general and administrative expenses of $514,117 and $29,241 for the three months ended March 31, 2018 and 2017, respectively, representing anincrease of $484,876 between the two periods. These expenses consisted primarily of consulting fees, professional fees, bank charges, and other general andadministrative costs. The increase in consulting fees between the two periods from $20,800 in 2017 to $297,188 in 2018 was due to the entering into of aconsulting agreement with Business Instincts Group to provide strategic and project management services as well as consulting agreements with our senior andexecutive staff. Business Instincts Group is a related party as Cameron Chell is a common director of the companies. Professional fees increased from $7,201 in2017 to $108,198 in 2018 and the increase was primarily due to an increase in legal services related to the evaluation of potential business opportunities andregulatory compliance. The increase in bank charges from $nil in 2017 to $451 in 2018 was due to the increased bank activity. The increase in other general andadministrative costs increased from $1,240 in 2017 to $213,282 in 2018 due to increased travel costs, advertising and marketing costs, compliance fees, and stock-based compensation. Service costs increased from $nil in 2017 to $387,080 in 2018 is a result of services rendered for our client in our new business or operations. Consulting fees of $297,188 in the first quarter of 2018 relate in part to $105,000 paid to Business Instincts Group Inc., $36,995 to our directors, $34,000 paid toour president, Bruce Elliott, for management services, $30,000 paid to our chief financial officer, Michael Blum, for management services, $26,846 paid fordevelopment services, $24,000 paid for accounting services, $15,000 paid for financial services, $12,500 paid for recruiting services, $9,122 paid to our AdvisoryBoard members, and $3,228 in stock-based compensation. Service fees of $387,080 in 2017 relate to $187,610 for public relation and marketing services, $113,291 for legal services, $50,000 for website fees and logodesign, $27,254 for business travel, $5,116 for due diligence, $1,908 to establish a social media presence, and $1,051 for office supplies. Other Income (Expense) Other income includes $198 of interest earned on a loan receivable from a related party compared to $0 for the same period last year. Other expenses includeinterest expense on convertible notes payable of $16,519 for the three months ended March 31, 2018 compared to $7,315 for the same period last year. Net Loss from Operations We incurred net losses from operations of $1,006,197 and $29,241 for the three months ended March 31, 2018 and 2017, respectively, representing an increase of$976,956, primarily attributable to the factors discussed above under the heading “Operating Expenses”.

Liquidity and Capital Resources Working Capital

As at

March 31, 2018 As at

December 31, 2017 Current Assets $ 5,798,595 $ 880,766 Current Liabilities $ 1,163,827 $ 182,919 Working Capital $ 5,203,837 $ 697,847 Current Assets Current assets were $5,798,595 as at March 31, 2018 and $880,766 as at December 31, 2017. The increase in current assets as at March 31, 2018 was duerecording the funds held in escrow relating to the private placement, deferred service costs held until certain milestones are reached and deferred offering costsheld until the closing of the private placement partially offset by the payment of business expenses. Current Liabilities Current liabilities as at March 31, 2018 were attributable to $394,035 in accounts payable and accrued expenses, and current loans payable of $200,723 comparedto $182,919 in accounts payable and accrued expenses as at December 31, 2017. Cash Flow Our cash flows for the three months ended March 31, 2018 and March 31, 2017 are as follows:

Three months ended

March 31, 2018 Three months ended

March 31, 2017 Net cash (used in) operating activities $ (486,545) $ (73,134)Net cash provided by investing activities 100,000 - Net cash provided by financing activities 200,000 20,000 Net changes in cash and cash equivalents $ (186,545) $ (53,134) Operating Activities Net cash used in operating activities was $486,545 for the three-month period ended March 31, 2018, as compared to $73,134 for the three-month period endedMarch 31, 2018, an increase of $413,411. The increase in net cash used in operating activities was primarily due an increase in operating expenses, deferred servicecosts, and deferred offering costs partially offset by receipts of accounts receivable, and an increase in the accounts payable outstanding. Investing Activities Investing activities provided cash of $100,000 for the three-month period ended March 31, 2018 as compared to $0 for the three-month period ended March 31,2017. The cash received was from the repayment of the loan made to WENN Digital Inc. Financing Activities Financing activities provided cash of $200,000 for the three months ended March 31, 2018 and $20,000 for the three months ended March 31, 2017. To help fundour operating activities until our private placement closes, we received a $100,000 loan from Michael Blum, the chief financial officer of our company, and a$100,000 loan from Greg Burnett, a member of our advisory board. Recent Financing Activities On March 12 and 19, 2018, we completed private placements of an aggregate of 9,113,659 subscription receipts at a price of $0.60 per subscription receipt foraggregate gross proceeds of $5,468,195.40. On May 31, 2018, upon the occurrence of the escrow release condition (as defined below), each subscription receiptwas automatically converted into one share of our common stock, for no additional consideration. The subscription amounts were held by an escrow agent until theescrow release condition. The escrow release condition was the receipt by our company of conditional approval for the listing of the shares of our common stockon a Canadian stock exchange. On May 29, 2018, the TSX Venture Exchange in Canada conditionally approved the listing of the shares of our common stocksubject to our company fulfilling all requirements of the TSX Venture Exchange. Upon the escrow release condition being satisfied prior to 5:00 p.m. (Vancouvertime) on May 31, 2018, we delivered a notice to the escrow agent confirming that the escrow release condition had been satisfied. Upon receipt of the notice, theescrow agent released the subscription amounts to our company and each subscription receipt automatically converted into one share of our common stock withoutpayment of any additional consideration. In connection with the closing of the private placements, we paid cash finder’s fees in the aggregate amount of$29,399.97 and we issued 160,865 shares of our common stock at a deemed price of $0.60 per share as the finder’s fee.

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On April 13, 2018, we entered into a loan agreement with Oceanside Strategies Inc., whereby Oceanside Strategies Inc. advanced $200,000 to us. The principalamount of $200,000 is repayable on demand (but no longer than a term of six month) and bears simple interest at a rate of 12% per annum, which is payable uponrepayment of the principal amount of $200,000. We are entitled to prepay the whole or any portion of the principal amount of $200,000, plus accrued interest onthe portion of the principal amount of $200,000 being prepaid, at any time. The loan agreement provides that we must, within five days of the release of funds to usfrom our private placement of subscription receipts that closed in March 2018, repay the principal amount of $200,000 plus accrued interest in full. The loanagreement also provides that if we obtain any indebtedness on terms that are superior to the terms set forth in the loan agreement, then the terms under the loanagreement will be deemed to be amended, as of April 13, 2018, to match such superior terms in a manner and on terms as nearly equivalent as practicable to suchsuperior terms. Cash Requirements We expect that we will require $5.515 million, including our current working capital, to fund our operating expenditures for the next twelve months. Projectedworking capital requirements for the next twelve months are as follows:

Estimated Working Capital Expenditures During the Next Twelve Months

Operating expenses $ 2,015,000 General and administrative expenses 3,350,000 Estimated costs of the listing on a Canadian stock exchange and related expenses 150,000 Total $ 5,515,000 Estimated operating expenses for the next 12 months are comprised of blockchain platform launch related expenses such as project management and consulting,legal fees, support agents and monitoring expenses, and blockchain and software expenses. We intend to spend between $0.5 million and $1 million on variousexpenses to assist companies to develop and integrate blockchain and cryptocurrency technologies into their business operations. Estimated general and administrative expenses for the next 12 months comprised of: $2,250,000 for consulting fees; $250,000 for legal and professional fees;$180,000 for marketing and advertising expenses; $102,000 for trade shows; $250,000 for travel expenses; $198,000 for office rent; and $120,000 formiscellaneous and office expenses. Professional fees are expected to include fees related to complying with public reporting requirements, maintaining ourquotation on the OTC Pink, conducting capital raises and expenses in connection with our new business. Pursuant to a business services agreement dated December 29, 2017, as amended as of March 15, 2018 and July 9, 2018, with our first client, WENN, WENN paidus $500,000 in fees in connection with the services relating to the business launch. See Business – Recent Developments for additional information. We will require additional cash resources, including from the sale of subscription receipts completed in March 2018 to meet our planned capital expenditures andworking capital requirements for the next 12 months. We expect to derive such cash through the sale of subscription receipts completed in March 2018 and, ifadditional cash resources are necessary, through the sale of other equity or debt securities or by obtaining a credit facility. The sale of additional equity securitieswill result in dilution to our stockholders. The incurrence of indebtedness will result in debt service obligations, could cause additional dilution to our stockholders,and could require us to agree to financial covenants that could restrict our operations or modify our plans to source a new business opportunity. Financing may notbe available in amounts or on terms acceptable to us, if at all. Failure to raise additional funds could cause our company to fail.

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Going Concern Our consolidated financial statements are prepared using generally accepted accounting principles in the United States of America applicable to a going concern,which contemplates the realization of assets and liquidation of liabilities in the normal course of business. We have not yet established a source of revenuessufficient to cover our operating costs and to allow us to continue as a going concern. We have incurred losses since inception resulting in an accumulated deficitof $1,715,526 as at March 31, 2018 (December 31, 2017: $693,008). Our ability to operate as a going concern is dependent on obtaining adequate capital to fundoperating losses until we become profitable. In its report on our financial statements for the years ended December 31, 2017 and 2016, our independent registered public accounting firm included anexplanatory paragraph regarding substantial doubt about our ability to continue as a going concern. Our consolidated financial statements do not include anyadjustments that might result from the outcome of this uncertainty. Off-Balance Sheet Arrangements We have no off-balance sheet arrangements that have, or are reasonably likely to have, a current or future effect on our financial condition, changes in financialcondition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

On January 16, 2018, Pritchett, Siler & Hardy P.C. resigned as the independent registered public accounting firm for our company, following the acquisition ofPritchett, Siler & Hardy P.C. by Haynie & Company, CPA. On January 22, 2018, we engaged Haynie & Company, Salt Lake City, Utah, as our new independentregistered public accounting firm. The change of our independent registered public accounting firm from Pritchett, Siler & Hardy P.C. to Haynie & Company wasapproved by our board of directors. The report of Pritchett, Siler & Hardy P.C. on our financial statements for the fiscal years ended December 31, 2016 and 2015 did not contain an adverse ordisclaimer of opinion and were not qualified or modified as to uncertainty, audit scope, or accounting principles, except that such report on our financial statementscontained an explanatory paragraph in respect to the substantial doubt about our ability to continue as a going concern. During the two most recent fiscal years ended December 31, 2017 and 2016 and in the subsequent interim period through the date of resignation, there were (i) nodisagreements between our company and Pritchett, Siler & Hardy P.C. on any matter of accounting principles or practices, financial statement disclosure, orauditing scope or procedures, which disagreement, if not resolved to the satisfaction of Pritchett, Siler & Hardy P.C., would have caused Pritchett, Siler & HardyP.C. to make reference thereto in its reports on the consolidated financial statements for such years, and (ii) no “reportable events” as that term is defined in Item304(a)(1)(v) of Regulation S-K, except as disclosed below. In connection of the audit of our financial statements as of and for the year ended December 31, 2016 and 2015 and the review of our financial statements as of andfor the subsequent interim period through the date of resignation, Pritchett, Siler & Hardy P.C. advised us that it had identified following deficiencies that existedin the design or operation of our internal control over financial reporting to be material weaknesses: (1) lack of a functioning audit committee; (2) the fact that weonly had a single director and officer, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures; (3)inadequate segregation of duties consistent with control objectives; and (4) management dominated by a single individual without adequate compensating controls.We agreed with Pritchett, Siler & Hardy P.C. on these matters.

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During our two most recent fiscal years ended December 31, 2017 and 2016 and in the subsequent interim period through the date of resignation, we have notconsulted with Haynie & Company regarding either (i) the application of accounting principles to a specified transaction, either completed or proposed, or the typeof audit opinion that might be rendered on our consolidated financial statements, and neither a written report nor oral advice was provided to our company thatHaynie & Company concluded was an important factor considered by our company in reaching a decision as to the accounting, auditing or financial reportingissue; or (ii) any matter that was either the subject of a disagreement (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) or areportable event (as described in Item 304(a)(1)(v) of Regulation S-K).

Directors and Executive Officers

Directors and Executive Officers The following individuals serve as our directors and executive officers. All of our directors hold office until the next annual meeting of our stockholders or untiltheir successors have been elected and qualified, or until their death, resignation or removal. Our executive officers are appointed by our board of directors andhold office until their death, resignation or removal from office.

Name

Position

Age Date First Elected

or AppointedBruce Elliott President 54 October 15, 2017Michael Blum Chief Financial Officer, Secretary, Treasurer and

Director 41 October 9, 2017

Cameron Chell Chairman and Director 49 August 21, 2017James P. Geiskopf Lead Director 58 August 28, 2014Edmund C. Moy Director 60 February 9, 2018James Carter Director 72 May 17, 2018Alphonso Jackson Director 72 June 22, 2018 Business Experience The following is a brief account of the education and business experience during at least the past five years of each director and executive officer, indicating theperson’s principal occupation during that period, and the name and principal business of the organization in which such occupation and employment were carriedout. Bruce Elliott On October 15, 2017, Bruce Elliott was appointed as the president of our company. From April 2012 to October 2017, Mr. Elliott served as director of BostonLimited, Isle of Man, a regulated fiduciary and corporate service provider. From January 2013 to October 2017, Mr. Elliott served as director of Boston VenturesLimited, Isle of Man. From December 2017 to February 2018, Mr. Elliott served as the chief marketing officer of WENN. Mr. Elliott is a 25-year eCommerce veteran having held senior leadership roles in privately held and listed companies in online payments, gaming, venture capitaland trust and corporate service sectors in North America and Europe. Mr. Elliott is a recognized international conference speaker on entrepreneurship, venturecapital and emerging technology trends and has also led venture capital investments into clean tech, gaming, blockchain and fintech companies. Career highlightsinclude Executive Vice President Marketing and Sales of AIM listed Neteller plc, Director of Boston Group Limited and Managing Director of Boston VenturesLimited.

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Michael Blum On October 9, 2017, Michael Blum was appointed as the chief financial officer, secretary, treasurer and a director of our company. Mr. Blum started his career in Silicon Valley where he eventually joined PayPal as country manager, Germany and later ran the payments business for eBay inSouth East Asia and the Pacific. In 2005, he moved into the world of finance, co-founding a hedge fund, Falconhenge Partners which then became part ofMagnetar Capital. Since January 2008, Mr. Blum has been a co-founder and the President at Hedgeye Risk Management, a leading online financial media companyand he is a director at Hedgeye Cares, the company’s employee driven charity. Since August 2016, he has also served as president of Seven7, LLC, a sports andentertainment focused venture fund. Since July 2013, he has served as managing director at Asia Leisure Capital SA, a hotel and casino management andinvestment firm. He was previously co-founder and chief financial officer of Firefly Systems Inc. from January 2014 to February 2017. Mr. Blum graduated fromYale University with a Bachelor of Arts in Economics and International studies in 1998. We believe that Mr. Blum is qualified to serve on our board of directors because of his extensive business management and financial expertise derived from hispast occupation. Cameron Chell On August 21, 2017, Cameron Chell was appointed as the president and chief executive officer and a director of our company. On October 15, 2017, Mr. Chellresigned as our president and chief executive officer in order to accommodate the appointment of Bruce Elliott as our president. On the same day, Mr. Chell wasappointed as the non-executive chairman. Mr. Chell has been the CEO of Business Instincts Group since November 2009. Business Instincts Group is a venture creation accelerator and services firm whosefocus is building high-tech startups. The companies that Business Instincts Group has helped build include Draganfly, RaptorRig, ColdBore, UrtheCast, the firstcommercial video platform on the International Space Station and Slyce, the visual purchasing engine. As well, Mr. Chell has founded several startups includingFuturelink, the original cloud computing company. Mr. Chell is currently involved with creating and sourcing new projects, and overseeing corporate developmentfor Business Instincts Group. Business Instincts Group’s venture creation process involves management services that integrate a proprietary strategic planningprocess (The RIPKIT) into organizations fostering strategic growth, valuation appreciation, liquidity, and management accountability. In this regard Mr Chell’sprimary responsibility is to provide project and strategic management facilitation while working with his co-founders, executives, and investors to determine whatis most important and specifically how to get it done. Mr. Chell has also been a director and secretary of WENN from December 2017 and chairman of WENNfrom February 2018. We believe that Mr. Chell is qualified to serve on our board of directors because of his extensive business experience derived from his current and past occupation. James P. Geiskopf Effective August 28, 2014, Mr. Geiskopf was appointed as president, secretary, treasury and director of our company. On August 21, 2017, Mr. Geiskopf resignedas our president. On October 9, 2017, Mr. Geiskopf resigned as our secretary and treasurer. Mr. Geiskopf has been our lead director since August 21, 2017. Mr. Geiskopf currently serves on the board of directors of nFusz, Inc., formerly bBooth, Inc. (since May 7, 2014), a company having shares of common stockregistered under the Securities Exchange Act of 1934. He served as a director of Electronic Cigarettes International Group, Ltd. from June 2013 to March 2017. Hewas the president, secretary, treasurer and a director of Searchbyheadlines.com (now Naked Brand Group Inc.) from December 22, 2011 to July 30, 2012, and thepresident and director of The Resource Group from 2007 to 2009. From 1986 to 2007, he served as the president and chief executive officer of Budget Rent-a-Carof Fairfield, California. Mr. Geiskopf also served on the board of directors of Suisun Valley Bank from 1986 to 1993 and on the board of directors of Napa ValleyBancorp. from 1991 to 1993. We believe that Mr. Geiskopf is qualified to serve on our board of directors because of his extensive business management and financial expertise derived from hispast occupation and his past and current board participation.

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Edmund C. Moy On February 9, 2018, we appointed Edmund C. Moy as a director of our company. Mr. Moy has been self-employed since July 2013. He has provided autographs for Numismatic Guarantee Corporation since December 2015 and to ProfessionCoin Grading Services, a division of Collectors Universe (CLCT: NASDAQ) from November 2013 to November 2015. Mr. Moy has also been an author withWhitman Publishing since December 2013, and was a provider of endorsement to Fortress Gold Group from August 2014 to July 2017 and to Morgan Gold fromNovember 2011 to July 2014. As a consultant since August 2013, he has advised the U.S. Department of Labor and the U.S. Department of Transportation duringmost of 2017 and worked on projects to develop the first Bitcoin IRA and the first state gold bullion depository in America. He has also been a professionalspeaker since August 2013. He was the vice president for corporate infrastructure of L&L Energy, Inc. from January 2011 to July 2013 and a director of L&LEnergy, Inc. from January 2012 to September 2012. From September 2006 to January 2011, Mr. Moy served as Director of the United States Mint, the world’slargest manufacturer of coins and medals. He was appointed by President George W. Bush and unanimously confirmed by the U.S. Senate. He currently serves on the advisory board or board of directors of several privately-held companies: AID:Tech (a blockchain company that fights global corruptionin foreign aid and relief with digital identification), OmniSparx (develops healthy decentralized token ecosystems), and Valaurum (which sells the smallestverifiable unit of gold in the world). He is also a member of the Executive Advisory Board for the School of Business & Economics of Seattle Pacific University,the Board of Regents for Trinity International University, and the National Council for C3 Leaders. Mr. Moy has served on public, private and non-profit boards and advisory boards, including coin.co, Axon Connected, LLC, L&L Energy, Inc. (NASDAQ:LLEN), Xactimed, Emerald Health Network, Christianity Today International, and Tau Kappa Epsilon International Fraternity. We believe that Mr. Moy is qualified to serve on our board of directors because of his extensive business experience derived from his current and past occupation. James Carter On May 17, 2018, we appointed James Carter as a director of our company. Mr. Carter is a Chartered Professional Accountant with over 45 years’ experience in both the private and public business sectors, and was Vice President of MFCBancorp Ltd., an NYSE listed company focused on merchant banking activities from January 1998 to February 2017. He specialized in conducting corporateevaluations, due diligence reviews, analysis and related negotiations for corporate acquisitions, as well as designing, negotiating, managing and implementingcorporate and debt restructurings and risk management programs. He was based in Europe from 1998 to 2005, and has extensive domestic and international experience encompassing both North American and European capitalmarkets with particular expertise gained in emerging markets and the natural resources sector. Mr. Carter currently serves on the board of directors of Aloro Mining Corp. (since April 2, 2018). During his career, he has served as an officer and Director of anumber of private and publicly traded companies in various industries in both North America and Europe. We believe that Mr. Carter is qualified to serve on our board of directors because of his extensive business management and financial expertise derived from hispast occupation and his past and current board participation. Alphonso Jackson On June 22, 2018, we appointed Alphonso Jackson as a director of our company. Mr. Jackson has been a member of our advisory board since June 7, 2018. Mr. Jackson is the chief executive officer of A.R. Jackson Advisors, LLC since June 2017. Mr. Jackson has decades of experience in housing and communitydevelopment. His expertise includes development of affordable and market rate housing, handling complex urban development issues and housing finance. Mr. Jackson worked for First Data Corporation as its Senior Advisor from January 2015 to June 2017. Based out of the Washington, DC office, his primary focuswas to strengthen First Data Corporation’s relationships with government entities, public policy initiatives, and maximizing business opportunities in the sector. Inaddition, Mr. Jackson helped expand and support First Data Corporation’s many diversity efforts. From May 2012 to July 2014, Mr. Jackson served as Vice Chairman of Consumer & Community Banking at JP Morgan Chase in New York City. From August2008 to May 2012, he served as the distinguished university professor and Director of the Center for Public Policy and Leadership at Hampton University inHampton, Virginia. Mr. Jackson was appointed the 13th Secretary of the US Department of Housing and Urban Development in March 2004. Nominated by President George W.Bush, he was unanimously confirmed by the United States Senate. Mr. Jackson served as the Secretary until April 2008. Mr. Jackson holds a Bachelor of Arts degree in political science and a Master’s in education administration from Truman State University. He also received a JurisDoctor degree from Washington University School of Law in St. Louis, Missouri. We believe that Mr. Jackson is qualified to serve on our board of directors because of his extensive business experience derived from his current and pastoccupation. Family Relationships There are no family relationships among our directors or officers.

Involvement in Certain Legal Proceedings Except as disclosed below, none of our directors or executive officers have been involved in any of the following events during the past ten years: (a) any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the

bankruptcy or within two years prior to that time; (b) any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offences); (c) being subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or

temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities; (d) being found by a court of competent jurisdiction (in a civil action), the Securities and Exchange Commission or the Commodity Futures Trading

Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated;

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(e) being the subject of, or a party to, any federal or state judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended

or vacated, relating to an alleged violation of: (i) any federal or state securities or commodities law or regulation; or (ii) any law or regulation respectingfinancial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civilmoney penalty or temporary or permanent cease- and-desist order, or removal or prohibition order; or (iii) any law or regulation prohibiting mail or wirefraud or fraud in connection with any business entity; or

(f) being the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined

in Section 3(a)(26) of the Securities Exchange Act of 1934), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act), or anyequivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

Michael Blum was a co-founder of Firefly Systems Inc. (“ Firefly ”) and acted as the chief financial officer of Firefly from January 2014 to February 2017. Fireflywas a start-up in the space launch industry. Firefly grew from nothing in January 2014 to a company with 185 employees in the summer of 2016 with NASA as itsflagship customer. When a major European investor backed out of a $32 million funding commitment at the last minute due to the Brexit vote, Firefly’s majorstockholder was unwilling to pick-up the pieces and Firefly failed to close its last round of funding by early 2017. As a result, on April 3, 2017, Firefly filed abankruptcy petition under Chapter 7 in the United States Bankruptcy Court for the Western District of Texas. Michael Blum was elected to the board of directors of XCOR Aerospace, Inc. (“ XCOR ”) in late April 2017. XCOR lost its only customer one or two weeks afterhis election and the board of directors of XCOR asked Mr. Blum to fill the role of acting chief executive officer and Mr. Blum took over as acting chief executiveofficer on June 27, 2017. Mr. Blum was unable to save XCOR and, on November 8, 2017, XCOR filed a bankruptcy petition under Chapter 7 in the United StatesBankruptcy Court for the Eastern District of California.

Executive Compensation

Summary Compensation The particulars of compensation paid to the following persons: (a) all individuals serving as our principal executive officer during the year ended December 31, 2017; (b) each of two most highly compensated executive officers other than our principal executive officer who were serving as executive officers at December 31,

2017; and (c) up to two additional individuals for whom disclosure would have been provided under (b) but for the fact that the individual was not serving as our

executive officer at December 31, 2017,

who we will collectively refer to as the named executive officers, for all services rendered in all capacities to our company for the years ended December 31, 2017and 2016 are set out in the following summary compensation table:

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Summary Compensation Table – Years Ended December 31, 2017 and 2016

Name and PrincipalPosition Year

Salary ($)

Bonus ($)

StockAwards

($)

OptionAwards

($)

Non-Equity Incentive PlanCompensation

($)

NonqualifiedDeferred

CompensationEarnings

($)

All OtherCompensation

($) Total ($)

Bruce Elliott 2017 27,500 7,500 - 8,776(6) - - - 43,776 President (1) 2016 N/A N/A N/A N/A N/A N/A N/A N/A Michael 2017 27,500 25,000 - 17,553(6) - - - 70,052 Blum Chief Financial Officer,Secretary, Treasurer andDirector (2)

2016 N/A N/A N/A N/A N/A N/A N/A N/A

Cameron 2017 - - - 17,553(6) - - - 17,553(4)Chell Director and Chairman andFormer President and ChiefExecutive Officer (3)

2016 N/A N/A N/A N/A N/A N/A N/A N/A

James P. 2017 - - - 17,553(6) - - - 17,553 GeiskopfLead Director and FormerPresident, Secretary andTreasurer (5)

2016 - - - - - - - -

Notes: (1) On October 15, 2017, Mr. Elliott was appointed as the president of our company. (2) On October 9, 2017, Mr. Blum was appointed as the chief financial officer, secretary, treasurer and a director of our company. (3) On August 21, 2017, Mr. Chell was appointed as the president and chief executive officer and a director of our company. On October 15, 2017, Mr. Chell

resigned as our president and chief executive officer in order to accommodate the appointment of Bruce Elliott as our president. On the same day, Mr. Chellwas appointed as the non-executive chairman.

(4) Does not include the fees and stock options received by Business Instincts Group Inc. On October 18, 2017, we entered into a business services agreement

with Business Instincts Group Inc., a company of which Mr. Chell is a director, officer and indirect shareholder. The fees and stock options received byBusiness Instincts Group Inc. are compensation for the services provided by that company as a whole and we did not compensate Mr. Chell separately forthese services. See Business – Recent Developments for additional information.

(5) Effective August 28, 2014, Mr. Geiskopf was appointed as president, secretary, treasury and director of our company. On August 21, 2017, Mr. Geiskopf

resigned as our president. On October 9, 2017, Mr. Geiskopf resigned as our secretary and treasurer. (6) Reflects the grant date fair value computed in accordance with FASB ASC Topic 718. See Note 7 of our annual financial statements for the years ended

December 31, 2017 and 2016 for a description of the assumptions made in the valuation of these stock options.

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Narrative Disclosure to Summary Compensation Table In connection with the appointment of Bruce Elliott as president, we have entered into an independent consultant agreement dated October 15, 2017 with BruceElliott whereby we agreed to pay Mr. Elliott a signing bonus of $7,500, payable within 30 days, and a consulting fee in the amount of $10,000 per month, whichwas increased to $12,000 per month commencing on February 1, 2018 with the approval of our board of directors. Subject to compliance with all applicablesecurities laws, we also agreed to grant to Mr. Elliott 200,000 stock options within 60 days at a price of $0.10 per share, which stock options become exercisable asfollows: (i) 1/3 upon the date of grant; (ii) 1/3 on the first anniversary date and (iii) 1/3 on the second anniversary date. The agreement continues for twelve monthsterms which will automatically be renewed unless we provide 90 days prior written notice of our intention to not renew the agreement. The agreement may beterminated by (i) Mr. Elliott by providing at least 90 days advance notice in writing, (ii) us by giving at least 90 days advance notice in writing, or (iii) us withoutnotice in the event that Mr. Elliott: (a) breaches any term of the agreement, (b) neglects the services or any other duty to be performed under the agreement, (c)engages in any conduct which is dishonest, or damages our reputation or standing, (d) is convicted of any criminal act, (e) engages in any act of moral turpitude, (f)files a voluntary petition in bankruptcy, or (g) is adjudicated as bankrupt or insolvent. Mr. Elliott has also agreed for the term of the agreement not to compete withus in the business of providing services for blockchain initial coin offerings. During the term of the agreement and for a period of one year immediately followingthe termination or expiration of the agreement, Mr. Elliott has agreed not to solicit or induce any customer, prospective customer, supplier, sales personnel,employee or independent contractor involved with us to terminate or breach any employment, contractual or other relationship with us, or to otherwise discontinueor alter such third party’s relationship with us. In connection with the appointment of Michael Blum as chief financial officer, we have entered into an independent consultant agreement dated October 9, 2017with Michael Blum whereby we agreed to pay Mr. Blum a signing bonus of $25,000, payable within 30 days, and a consulting fee in the amount of $10,000 permonth. Subject to compliance with all applicable securities laws, we also agreed to grant to Mr. Blum stock options in an amount to be determined by our board ofdirectors. The agreement continues for twelve months terms which will automatically be renewed unless we provide 30 days prior written notice of our intention tonot renew the agreement. The agreement may be terminated by (i) Mr. Blum by providing at least 30 days advance notice in writing, (ii) us by giving at least 30days advance notice in writing, or (iii) us without notice in the event that Mr. Blum: (a) breaches any term of the agreement, (b) neglects the services or any otherduty to be performed under the agreement, (c) engages in any conduct which is dishonest, or damages our reputation or standing, (d) is convicted of any criminalact, (e) engages in any act of moral turpitude, (f) files a voluntary petition in bankruptcy, or (g) is adjudicated as bankrupt or insolvent. Mr. Blum has also agreedfor the term of the agreement not to compete with us in the business of providing services for blockchain initial coin offerings. During the term of the agreementand for a period of one year immediately following the termination or expiration of the agreement, Mr. Blum has agreed not to solicit or induce any customer,prospective customer, supplier, sales personnel, employee or independent contractor involved with us to terminate or breach any employment, contractual or otherrelationship with us, or to otherwise discontinue or alter such third party’s relationship with us. On October 15, 2017, as amended on January 22, 2018, our board of directors adopted and approved the 2017 Equity Incentive Plan. The purpose of the plan is to(a) enable us and any of our affiliates to attract and retain the types of employees, consultants and directors who will contribute to our long range success; (b)provide incentives that align the interests of employees, consultants and directors with those of our stockholders; and (c) promote the success of our business. Theplan enables us to grant awards of a maximum of 3,900,000 shares of our stock and awards that may be granted under the plan includes incentive stock options,non-qualified stock options, stock appreciation rights, restricted awards and performance compensation awards. Effective October 15, 2017, we granted a total of 1,400,000 stock options to our directors and officers (200,000 stock options to Bruce Elliott, 400,000 stockoptions to Michael Blum, 400,000 stock options to Cameron Chell and 400,000 stock options to James P. Geiskopf). The stock options are exercisable at theexercise price of $0.10 per share for a period of ten years from the date of grant. The stock options become exercisable as follows: (i) 1/3 upon the date of grant;(ii) 1/3 on the first anniversary date and (iii) 1/3 on the second anniversary date.

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Retirement or Similar Benefit Plans There are no arrangements or plans in which we provide retirement or similar benefits for our directors or executive officers. Resignation, Retirement, Other Termination, or Change in Control Arrangements We have no contract, agreement, plan or arrangement, whether written or unwritten, that provides for payments to our directors or executive officers at, following,or in connection with the resignation, retirement or other termination of its directors or executive officers, or a change in control of our company or a change in ourdirectors’ or executive officers’ responsibilities following a change in control. Outstanding Equity Awards at Fiscal Year-End The following table sets forth for each named executive officer certain information concerning the outstanding equity awards as of December 31, 2017:

Option awards Stock awards

Name

Number of

securities underlying unexercised options (#)

exercisable

Number of

securities underlying unexercised options (#)

unexercisable

Equity incentive plan

awards: Number

of securities underlying unexercised unearned options (#)

Option exercise price ($)

Option expiration

date

Number of

shares or units of stock that have not

vested (#)

Market value of

shares of

units of stock that have not

vested ($)


awards: Number

of unearned shares, units or other rights

that have not

vested (#)


awards: Market or

payout value of unearned shares, units

or other rights that

have not vested ($)

Bruce Elliott 66,666(1) 133,334(1) - 0.10 October 15,

2027 - - - -

Michael Blum 133,333(1) 266,667(1) - 0.10 October 15,

2027 - - - - CameronChell 133,333(1) 266,667(1) - 0.10

October 15,2027 - - - -

James P.Geiskopf 133,333(1) 266,667(1) - 0.10

October 15,2027 - - - -

Notes: (1) The stock options become exercisable as follows: (i) 1/3 upon the date of grant (October 15, 2017); (ii) 1/3 on the first anniversary date and (iii) 1/3 on the

second anniversary date.

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Compensation of Directors During the year ended December 31, 2017, we had no directors who were not the named executive officers. Except for James P. Geiskopf, Edmund C. Moy, James Carter and Alphonso Jackson, we have no formal plan for compensating our directors for their services asdirectors. Our directors are entitled to reimbursement for reasonable travel and other out-of-pocket expenses incurred in connection with attendance at meetings ofour board of directors. In addition, our directors are entitled to reimbursement for reasonable expenses that they incur in connection with the performance of theirduties as directors of our company. On January 22, 2018, we entered into an offer letter with James P. Geiskopf, pursuant to which, among other things, we agreed to pay Mr. Geiskopf $120,000 inannual cash compensation commencing on January 1, 2018. In connection with the appointment of Edmund C. Moy as a director on February 9, 2018, we entered into an offer letter dated February 9, 2018 with Mr. Moy,pursuant to which, among other things, we agreed to pay Mr. Moy $50,000 in annual cash compensation and grant 100,000 stock options. Effective February 9,2018, we granted to Mr. Moy 100,000 stock options, which are exercisable at an exercise price of $0.60 per share until February 9, 2028. The stock optionsbecome exercisable as follows: (i) 1/3 on the grant date, (ii) 1/3 on the first anniversary of the grant date and (iii) 1/3 on the second anniversary of the grant date. In connection with the appointment of James Carter as a director on May 17, 2018, we entered into an offer letter dated May 17, 2018 with Mr. Carter, pursuant towhich, among other things, we agreed to pay Mr. Carter $50,000 in annual cash compensation and grant 100,000 stock options. Effective May 17, 2018, wegranted to Mr. Carter 100,000 stock options, which are exercisable at an exercise price of $0.60 per share until May 17, 2028. The stock options becomeexercisable monthly over 36 months as follows: 1/36 of the stock options vesting each month commencing on May 17, 2018. In connection with the appointment of Alphonso Jackson as a director on June 22, 2018, we entered into an offer letter dated June 22, 2018 with Mr. Jackson,pursuant to which, among other things, we agreed to pay Mr. Jackson $50,000 in annual cash compensation and grant 100,000 stock options, which stock optionswere previously granted on June 7, 2018 in connection with his appointment as a member of our advisory board. The stock options are exercisable at the exerciseprice of $0.60 per share until June 7, 2028. The stock options become exercisable as follows: (i) 1/3 on the grant date, (ii) 1/3 on the first anniversary of the grantdate and (iii) 1/3 on the second anniversary of the grant date.

Security Ownership of Certain Beneficial Owners and Management

The following table sets forth, as of July 17 , 2018, certain information with respect to the beneficial ownership of our common stock by each stockholder knownby us to be the beneficial owner of more than 5% of any class of our voting securities and by each of our directors, our named executive officers and by ourexecutive officers and directors as a group.

Name and Address of Beneficial Owner Title of Class Amount and Nature ofBeneficial Ownership (1) Percentage of Class (1)(2)

Bruce Elliott 6 Kermode Road, Crosby, Isle of Man 1M4 4BZ Common Stock 66,666(3) * Michael Blum 2212 Glenbrook Way, Las Vegas, NV 89117 Common Stock 383,333(4) 1.82%Cameron Chell 561 Indiana Court, Venice Beach, CA 90291 Common Stock 2,208,333(5) 10.47%James P. Geiskopf 3250 Oakland Hills Court, Fairfield, CA 94534 Common Stock 1,633,333(6) 7.77%Edmund C. Moy 4251 Campbell Avenue, Suite 313, Arlington, VA 22206 Common Stock 33,333(7) * James Carter 12532 23rd Avenue, Surrey, BC V4A 2C4, Canada Common Stock 13,888(8) * Alphonso Jackson 1411 Key Blvd, Unit 601, Arlington, VA 22209 Common Stock 33,333(9) * All executive officers and directors as a group (7 persons) Common Stock 4,372,219 20.34% Notes * Less than 1%. (1) Except as otherwise indicated, we believe that the beneficial owners of the common stock listed above, based on information furnished by such owners, havesole investment and voting power with respect to such shares, subject to community property laws where applicable. Beneficial ownership is determined inaccordance with the rules of the SEC and generally includes voting or investment power with respect to securities. Common stock subject to options or warrantscurrently exercisable or exercisable within 60 days, are deemed outstanding for purposes of computing the percentage ownership of the person holding such optionor warrants, but are not deemed outstanding for purposes of computing the percentage ownership of any other person.

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(2) Percentage of ownership is based on 20,874,524 shares of our common stock issued and outstanding as of July 17 , 2018. (3) Comprised of 66,666 options to purchase shares of our common stock exercisable within 60 days. (4) Includes 133,333 options to purchase shares of our common stock exercisable within 60 days. (5) Comprised of 2,000,000 shares of our common stock held indirectly through Blockchain Fund GP Inc., 133,333 options to purchase shares of our commonstock exercisable within 60 days, held by Mr. Chell and 75,000 options to purchase shares of our common stock exercisable within 60 days, held by BusinessInstincts Group Inc. Mr. Chell is the president, corporate secretary and director of Blockchain Fund GP Inc. and has the sole power to vote or direct the vote, and todispose or direct the disposition of the shares of our common stock held by Blockchain Fund GP Inc. Mr. Chell is the director, officer and indirect shareholder ofBusiness Instincts Group Inc. and has the sole power to vote or direct the vote, and to dispose or direct the disposition of the shares of our common stock held byBusiness Instincts Group Inc. (6) Includes 133,333 options to purchase shares of our common stock exercisable within 60 days. (7) Comprised of 33,333 options to purchase shares of our common stock exercisable within 60 days. (8) Comprised of 13,888 options to purchase shares of our common stock exercisable within 60 days. (9) Comprised of 33,333 options to purchase shares of our common stock exercisable within 60 days. Changes in Control We are unaware of any arrangement the operation of which may at a subsequent date result in a change of control of our company.

Transactions with Related Persons, Promoters and Certain Control Persons and Corporate Governance

Other than as disclosed below, there has been no transaction, since January 1, 2015, or currently proposed transaction, in which we were or are to be a participantand the amount involved exceeds $4,684.27, being the lesser of $120,000 or one percent of the average of its total assets at year end for the last two completedfiscal years, and in which any of the following persons had or will have a direct or indirect material interest: (i) any director or executive officer of our company; (ii) any person who beneficially owns, directly or indirectly, shares carrying more than 5% of any class of our voting securities; (iii) any promoter of our company;

(iv) any person who acquired control of our company when it was a shell company or any person that is part of a group, consisting of two or more

persons that agreed to act together for the purpose of acquiring, holding, voting or disposing of our common stock, that acquired control of ourcompany when it was a shell company; and

(v) any member of the immediate family (including spouse, parents, children, siblings and in- laws) of any of the foregoing persons. Mary Wolf, who served as our chief executive officer, president, secretary, chief financial officer, treasurer and a director of our company from our inception toAugust 28, 2014 and a former stockholder who owned 50% of our outstanding shares of common stock, was the promoter of our company. On July 20, 2010, weissued a total of 3,000,000 shares of our common stock to Ms. Wolf for cash at $0.005 per share for a total of $15,000. As of December 31, 2013, we had a loanoutstanding with Ms. Wolf in the amount of $9,527, bearing interest at the rate of 4% per annum. Ms. Wolf advanced us a further $190 during the year endedDecember 31, 2014, increasing the balance due and payable to her to $9,717. Effective August 28, 2014, Ms. Wolf forgave the balance of $9,717 due and payableto her by us.

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On October 30, 2017, we issued 250,000 shares of our common stock to Michael Blum at a price of $0.10 per share for gross proceeds of $25,000. On October 18, 2017, as amended on June 25, 2018 , we entered into a business services agreement with Business Instincts Group Inc., on November 20, 2017, weentered into a loan agreement with WENN Digital Inc., on December 29, 2017, as amended as of March 15, 2018 and July 9, 2018, we entered into a businessservices agreement with WENN Digital Inc. and on July 9, 2018, we entered into a loan agreement with WENN Digital Inc. Our chairman and director, CameronChell, is a director, officer and an indirect shareholder of Business Instincts Group Inc. which owns 10% of the common stock of WENN Digital Inc. and he is alsoa director, officer and indirect shareholder of Blockchain Merchant Group, Inc. which owns 2.5% of the common stock of WENN Digital Inc. Mr. Chell has alsobeen a director and secretary of WENN Digital Inc. from December 2017 and chairman of WENN Digital Inc. from February 2018. From December 2017 toFebruary 2018, our president, Bruce Elliott, served as the chief marketing officer of WENN Digital Inc. See Business – Recent Developments for additionalinformation. Effective October 15, 2017, we granted 225,000 stock options to Business Instincts Group Inc., a company of which Cameron Chell is a director, officer andindirect shareholder. The stock options are exercisable at the exercise price of $0.10 per share for a period of ten years from the date of grant. The stock optionsbecome exercisable as follows: (i) 1/3 upon the date of grant; (ii) 1/3 on the first anniversary date and (iii) 1/3 on the second anniversary date. On March 13, 2018, we entered into a loan agreement with Michael Blum whereby Mr. Blum advanced $100,000 to us. See Management’s Discussion andAnalysis of Financial Condition and Results of Operations – Recent Financing Activities for additional information. Effective May 1, 2018, we entered into a facility services agreement with Business Instincts Group Inc., a company of which Cameron Chell is a director, officerand indirect shareholder, whereby we agreed to pay Business Instincts Group Inc. a basic monthly rent of $16,500 for the complete occupancy term commencingMay 1, 2018 until February 28, 2020 to use the premises located at 4101 Redwood Ave, Building F. Los Angeles, California 90066 for general office purposes. Compensation for Executive Officers and Directors For information regarding compensation for our executive officers and directors, see “Executive Compensation”. Director Independence We currently act with six directors consisting of Michael Blum, Cameron Chell, James P. Geiskopf, Edmund C. Moy, James Carter and Alphonso Jackson . Ourcommon stock is quoted on the OTC Pink operated by the OTC Markets Group, which does not impose any director independence requirements. Under NASDAQrule 5605(a)(2), a director is not independent if he or she is also an executive officer or employee of the corporation or was, at any time during the past three years,employed by the corporation. Using this definition of independent director, we have three independent directors , Edmund C. Moy, James Carter and AlphonsoJackson.

Where You Can Find More Information

We are not required to deliver an annual report to our stockholders unless our directors are elected at a meeting of our stockholders or by written consents of ourstockholders. If our directors are not elected in such manner, we are not required to deliver an annual report to our stockholders and will not voluntarily send anannual report. We file annual, quarterly and current reports, proxy statements and other information with the Securities and Exchange Commission. Such filings are available tothe public over the Internet at the Securities and Exchange Commission’s website at http://www.sec.gov. We have filed with the Securities and Exchange Commission a registration statement on Form S-1 under the Securities Act of 1933 with respect to the securitiesoffered under this prospectus. This prospectus, which forms a part of that registration statement, does not contain all information included in the registrationstatement. Certain information is omitted and you should refer to the registration statement and its exhibits. You may review a copy of the registration statement at the Securities and Exchange Commission’s public reference room at 100 F Street, N.E. Washington, D.C.20549 on official business days during the hours of 10 a.m. to 3 p.m. You may obtain information on the operation of the public reference room by calling theSecurities and Exchange Commission at 1-800-SEC-0330. You may also read and copy any materials we file with the Securities and Exchange Commission at theSecurities and Exchange Commission’s public reference room. Our filings and the registration statement can also be reviewed by accessing the Securities andExchange Commission’s website at http://www.sec.gov.

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5,901,823 Shares

ICOX Innovations Inc.

Common Stock

Prospectus

_____________, 2018

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Information Not Required in Prospectus

Other Expenses of Issuance and Distribution

The following table sets forth the costs and expenses payable by us in connection with the issuance and distribution of the securities being registered hereunder.The selling stockholders will bear no expenses associated with this offering except for any broker discounts and commissions or equivalent expenses and expensesof the selling stockholders’ legal counsels applicable to the sale of their shares. All of the amounts shown are estimates, except for the Securities and ExchangeCommission registration fees. Securities and Exchange Commission registration fees $ 440.87 Accounting fees and expenses $ 50,000 Legal fees and expenses $ 75,000 Miscellaneous fees and expenses $ 24,559.13 Total $ 150,000

Indemnification of Directors and Officers

The Nevada Revised Statutes provide that: ● a corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or

proceeding, whether civil, criminal, administrative or investigative, except an action by or in the right of the corporation, by reason of the fact that he is orwas a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agentof another corporation, partnership, joint venture, trust or other enterprise, against expenses, including attorneys’ fees, judgments, fines and amounts paidin settlement actually and reasonably incurred by him in connection with the action, suit or proceeding if he or she acted in good faith and in a mannerwhich he or she reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding,had no reasonable cause to believe his or her conduct was unlawful;

● a corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit

by or in the right of the corporation to procure a judgment in its favor by reason of the fact that he or she is or was a director, officer, employee or agent ofthe corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, jointventure, trust or other enterprise against expenses, including amounts paid in settlement and attorneys’ fees actually and reasonably incurred by him or herin connection with the defense or settlement of the action or suit if he or she acted in good faith and in a manner which he or she reasonably believed to bein or not opposed to the best interests of the corporation. Indemnification may not be made for any claim, issue or matter as to which such a person hasbeen adjudged by a court of competent jurisdiction, after exhaustion of all appeals therefrom, to be liable to the corporation or for amounts paid insettlement to the corporation, unless and only to the extent that the court in which the action or suit was brought or other court of competent jurisdictiondetermines upon application that in view of all the circumstances of the case, the person is fairly and reasonably entitled to indemnity for such expenses asthe court deems proper; and

● to the extent that a director, officer, employee or agent of a corporation has been successful on the merits or otherwise in defense of any action, suit or

proceeding, or in defense of any claim, issue or matter therein, the corporation must indemnify him or her against expenses, including attorneys’ fees,actually and reasonably incurred by him or her in connection with the defense.

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The Nevada Revised Statutes provide that we may make any discretionary indemnification only as authorized in the specific case upon a determination thatindemnification of the director, officer, employee or agent is proper in the circumstances. The determination must be made: ● by our stockholders; ● by our board of directors by majority vote of a quorum consisting of directors who were not parties to the action, suit or proceeding; ● if a majority vote of a quorum consisting of directors who were not parties to the action, suit or proceeding so orders, by independent legal counsel in a

written opinion; ● if a quorum consisting of directors who were not parties to the action, suit or proceeding cannot be obtained, by independent legal counsel in a written

opinion; or ● by court order.

Our bylaws provide for the mandatory indemnification of any individual made a party to a proceeding because he is or was an officer, director, employee or agentof our company against liability incurred in the proceeding, all pursuant to and consistent with the provisions of NRS 78.751, as amended from time to time. Ourbylaws provide that the indemnification permitted by our bylaws is intended to be to the fullest extent permissible under the laws of the State of Nevada, and anyamendments thereto. Our bylaws provide that the expenses of officers and directors incurred in defending a civil or criminal action, suit or proceeding must be paidby us as they are incurred and in advance of the final deposition of the action, suit or proceeding, but only after receipt by us of an undertaking by or on behalf ofthe officer or director on terms set by our board of directors, to repay the expenses advanced if it is ultimately determined by a court of competent jurisdiction thathe is not entitled to be indemnified by us. On December 20, 2017, each of our directors and officers, Bruce Elliott, Michael Blum, Cameron Chell and James P. Geiskopf, entered into an indemnificationagreement with our company. On February 9, 2018, Edmund C. Moy, a director of our company, entered into an indemnification agreement with our company. OnMay 17, 2018, James Carter, a director of our company, entered into an indemnification agreement with our company. On June 22, 2018, Alphonso Jackson, adirector of our company, entered into an indemnification agreement with our company . Pursuant to the indemnification agreement, we agreed to indemnify eachindemnitee, subject to certain exclusions, to the fullest extent permitted by the laws of the State of Nevada, or as such laws may from time to time hereafter beamended to increase the scope of such permitted indemnification, against any and all losses if he was or is or becomes a party to or participant in, or is threatenedto be made a party to or participant in, any claim by reason of or arising in part out of an Indemnifiable Event (as defined below), including, without limitation,claims brought by or in the right of our company, claims brought by third parties, and claims in which he is solely a witness. The term “Indemnifiable Event”means any event or occurrence, whether occurring before, on or after the date of the indemnification agreement, related to the fact that the indemnitee is or was adirector, officer, employee or agent of our company or any subsidiary of our company, or is or was serving at the request of our company as a director, officer,employee, member, manager, trustee or agent of any other corporation, limited liability company, partnership, joint venture, trust or other entity or enterprise or byreason of an action or inaction by him in any such capacity (whether or not serving in such capacity at the time any loss is incurred for which indemnification canbe provided under the indemnification agreement. The indemnification agreement provides that the indemnitee has the right to advancement by our company, priorto the final disposition of any claim by final adjudication to which there are no further rights of appeal, of any and all expenses actually and reasonably paid orincurred by the indemnitee in connection with any claim arising out of an Indemnifiable Event. In addition, for the duration of the indemnitee’s service as adirector and/or officer of our company, and thereafter for so long as the indemnitee is subject to any pending claim relating to an Indemnifiable Event, we agreed touse commercially reasonable efforts to continue to maintain in effect policies of directors’ and officers’ liability insurance providing coverage that is at leastsubstantially comparable in scope and amount to that provided by our current pol icies of directors’ and officers’ liability insurance.

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On January 22, 2018, February 9, 2018, May 17, 2018 and June 22, 2018, we entered into an offer letter with each of James P. Geiskopf, Edmund C. Moy, JamesCarter and Alphonso Jackson , respectively, pursuant to which we agreed that each of Mr. Geiskopf, Mr. Moy, Mr. Carter and Mr. Jackson will receiveindemnification as a director of our company to the maximum extent extended to our directors generally, as set forth in our articles of incorporation and bylaws.We agreed that, if Mr. Geiskopf, Mr. Moy, Mr. Carter or Mr. Jackson is made a party, or is threatened to be made a party, to any action, suite or proceeding, byreason of the fact that he is or was serving at the request of our company as a director, he will be defended, indemnified and held harmless by our company to thefullest extent legally permitted. In addition, we agreed to include him as an insured under our directors and officers insurance policy during his term as a memberof our board of directors.

Recent Sales of Unregistered Securities

On September 14, 2015, we entered into a private placement subscription agreement with, and issued an unsecured convertible note in the principal amount of$73,825 to, one subscriber. Prior to issuance of the note, we were indebted to the subscriber with respect to: (i) a loan in the principal amount of $10,000 made tous by the subscriber pursuant to the terms of a loan agreement dated August 28, 2014, and accrued interest thereon of $1,956, for a total amount outstanding of$11,956, and (ii) a loan in the principal amount of $20,000 made to us by the subscriber pursuant to the terms of a loan agreement dated February 26, 2015, andaccrued interest thereon of $1,869, for a total amount outstanding of $21,869, for total indebtedness in the amount of $33,825. The purchase price of theconvertible note was paid by (i) settlement of the outstanding debt, and (ii) the payment of an additional $40,000 to us by the subscriber. The convertible note willmature five years from the date of issuance and will bear interest at the rate of 18% interest per annum, compounded annually. The principal amount, plus anyinterest accrued thereon, may be converted into shares of our common stock at a conversion price of $0.03 per share. We issued the convertible note to one non-U.S. person (as that term is defined in Regulation S of the Securities Act of 1933 , as amended) in an offshore transaction in which we relied on the exemptionsfrom the registration requirements provided for in Regulation S and/or Section 4(a)(2) of the Securities Act of 1933 , as amended. On December 30, 2016, we entered into a private placement subscription agreement, whereby we issued a convertible note to Oceanside Strategies Inc. in theprincipal amount of $50,000 and agreed to pay interest on the balance of the principal amount at the rate of 18.0% per annum. The principal amount of theconvertible note and the interest is payable in full on December 30, 2021. The principal amount, plus any interest accrued thereon, may be converted into shares ofour common stock at a conversion price of $0.03 per share. We issued the convertible to one non-U.S. person (as that term is defined in Regulation S of theSecurities Act of 1933 , as amended) in an offshore transaction in which we relied on the exemptions from the registration requirements provided for in RegulationS and/or Section 4(a)(2) of the Securities Act of 1933 , as amended. On December 30, 2016, we entered into a private placement subscription agreement, whereby we issued a convertible note to Oceanside Strategies Inc. in theprincipal amount of $21,500 and agreed to pay interest on the balance of the principal amount at the rate of 18.0% per annum. The principal amount of theconvertible note and the interest is payable in full on December 31, 2021. The principal amount, plus any interest accrued thereon, may be converted into shares ofour common stock at a conversion price of $0.03 per share. The purchase price of the convertible note was paid by settlement of (i) the outstanding debt in theamount of $20,000 and (ii) a restructuring fee in the amount of $1,500 for restructuring the outstanding debt. We issued the convertible to one non-U.S. person (asthat term is defined in Regulation S of the Securities Act of 1933 , as amended) in an offshore transaction in which we relied on the exemptions from theregistration requirements provided for in Regulation S and/or Section 4(a)(2) of the Securities Act of 1933 , as amended. On March 2, 2017, we entered into a private placement subscription agreement, whereby we issued a convertible note to Oceanside Strategies Inc. in the principalamount of $20,000 and agreed to pay interest on the balance of the principal amount at the rate of 18.0% per annum. The principal amount of the convertible noteand the interest is payable in full on March 2, 2022. The principal amount, plus any interest accrued thereon, may be converted into shares of our common stock ata conversion price of $0.03 per share. We issued the convertible note to one non-U.S. person (as that term is defined in Regulation S of the Securities Act of 1933 ,as amended) in an offshore transaction in which we relied on the exemptions from the registration requirements provided for in Regulation S and/or Section 4(a)(2)of the Securities Act of 1933 , as amended. On June 8, 2017, we entered into a private placement subscription agreement, whereby we issued a convertible note to Oceanside Strategies Inc. in the principalamount of $10,000 and agreed to pay interest on the balance of the principal amount at the rate of 18.0% per annum. The principal amount of the convertible noteand the interest is payable in full on June 8, 2022. The principal amount, plus any interest accrued thereon, may be converted into shares of our common stock at aconversion price of $0.03 per share. We issued the convertible note to one non-U.S. person (as that term is defined in Regulation S of the Securities Act of 1933 , asamended) in an offshore transaction in which we relied on the exemptions from the registration requirements provided for in Regulation S and/or Section 4(a)(2) ofthe Securities Act of 1933 , as amended.

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Effective October 15, 2017, we granted a total of 2,725,000 stock options to our directors and executive officers and certain consultants. The stock options areexercisable at the exercise price of $0.10 per share for a period of ten years from the date of grant. 2,200,000 of the stock options become exercisable as follows: (i)1/3 upon the date of grant; (ii) 1/3 on the first anniversary date and (iii) 1/3 on the second anniversary date. 525,000 of the stock options become exercisable asfollows: (i) 1/3 upon the first anniversary of the date of grant; (ii) 1/3 on the second anniversary date and (iii) 1/3 on the third anniversary date. We granted thestock options to three U.S. persons (as that term is defined in Regulation S of the Securities Act of 1933 , as amended) and in issuing securities we relied on theregistration exemption provided for in Section 4(a)(2) of the Securities Act of 1933 , as amended. We granted the stock options to six non-U.S . persons and inissuing securities we relied on the registration exemption provided for in Regulation S and/or Section 4(a)(2) of the Securities Act of 1933 , as amended. On October 30, 2017, we entered into private placement subscription agreements, whereby we issued unsecured convertible notes to two subscribers in theaggregate principal amount of $325,000 and agreed to pay interest on the balance of the principal amount at the rate of 10.0% per annum. The principal amount ofthe convertible notes and the interest is payable in full on October 30, 2020. The principal amount, plus any interest accrued thereon, may be converted into sharesof our common stock at a conversion price of $0.10 per share. We issued the convertible notes to two non-U.S. persons (as that term is defined in Regulation S ofthe Securities Act of 1933 , as amended) in an offshore transaction in which we relied on the exemptions from the registration requirements provided for inRegulation S and/or Section 4(a)(2) of the Securities Act of 1933 , as amended. On October 30, 2017, we issued an aggregate of 5,600,000 shares of common stock to 35 subscribers for total consideration of $560,000. Of the 5,600,000 sharesof our common stock we issued: (i) 1,150,000 shares pursuant to the exemption from registration under the Securities Act of 1933 , as amended provided bySection 4(a)(2), Section 4(a)(6) and/or Rule 506 of Regulation D promulgated under the Securities Act of 1933 , as amended to 5 investors who were “accreditedinvestors” within the respective meanings ascribed to that term in Regulation D promulgated under the Securities Act of 1933 , as amended; and (ii) 4,450,000shares to 30 non-U.S. persons (as that term is defined in Regulation S of the Securities Act of 1933 , as amended) in an offshore transaction relying on Regulation Sand/or Section 4(a)(2) of the Securities Act of 1933 , as amended. Effective November 10, 2017, we granted a total of 175,000 stock options to certain consultants. The stock options are exercisable at the exercise price of $0.10per share for a period of ten years from the date of grant. The stock options become exercisable as follows: (i) 1/3 upon the first anniversary of the date of grant;(ii) 1/3 on the second anniversary date and (iii) 1/3 on the third anniversary date. We granted the stock options to three U.S. persons (as that term is defined inRegulation S of the Securities Act of 1933 , as amended) and in issuing securities we relied on the registration exemption provided for in Section 4(a)(2) of theSecurities Act of 1933 , as amended. Effective February 9, 2018, we granted 100,000 stock options to Edmund C. Moy, one of our directors. The stock options are exercisable at the exercise price of$0.60 per share until February 9, 2028. The stock options become exercisable as follows: (i) 1/3 on the grant date, (ii) 1/3 on the first anniversary of the grant dateand (iii) 1/3 on the second anniversary of the grant date. We granted the stock options to one U.S. Person (as that term is defined in Regulation S of the SecuritiesAct of 1933) and in issuing securities we relied on the registration exemption provided for in Section 4(a)(2) of the Securities Act of 1933 , as amended. Effective February 16, 2018, we granted a total of 75,000 stock options to two consultants . The stock options are exercisable at the exercise price of $0.60 pershare for a period of ten years from the date of grant. The stock options become exercisable as follows: (i) 1/3 on the first anniversary of the grant date; (ii) 1/3 onthe second anniversary of the grant date and (iii) 1/3 on the third anniversary of the grant date. We granted the stock options to two U.S. persons (as that term isdefined in Regulation S of the Securities Act of 1933 , as amended) and in issuing securities we relied on the registration exemption provided for in Section 4(a)(2)of the Securities Act of 1933 , as amended.

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On March 12, 2018, we completed a private placement of an aggregate of 5,896,359 subscription receipts at a price of $0.60 per subscription receipt for aggregategross proceeds of $3,537,815.40. In the event of the occurrence of the escrow release condition (as defined below), each subscription receipt will automaticallyconvert into one share of our common stock, for no additional consideration. The subscription amounts will be held by an escrow agent until the escrow releasecondition. The escrow release condition is the receipt by our company of conditional approval for the listing of the shares of our common stock on a Canadianstock exchange. In the event that the escrow release condition is satisfied prior to 5:00 p.m. (Vancouver time) on May 31, 2018, we will deliver a notice to theescrow agent confirming the escrow release condition has been satisfied. Upon receipt of the notice, the escrow agent will, as soon as practicable thereafter, releasethe subscription amounts to our company and each subscription receipt will automatically convert into one share of our common stock without payment of anyadditional consideration. If the escrow release condition is not satisfied by 5:00 p.m. (Vancouver time) on May 31, 2018 or if we deliver a written default notice tothe escrow agent that the escrow release condition will not be satisfied by that time, the subscription receipts will expire and be of no further force and effect,effective as of the earlier of (i) 5:00 p.m. (Vancouver time) on May 31, 2018 and (ii) the date of the receipt of the default notice, and the subscribers will be entitledto receive from the escrow agent a refund of the subscription amounts held in escrow, without interest and less applicable expenses. In connection with the closingof the private placement, we paid cash finder’s fees in the aggregate amount of $29,399.97. In connection with this private placement, we agreed with eachsubscriber who purchased these subscription receipts to prepare and file a registration statement with respect to 50% of the shares of our common stock issuableupon conversion of the subscription receipts with the Securities and Exchange Commission within 90 days following the closing of the private placement andagreed to use commercially reasonable efforts to have the registration statement declared effective by the Securities and Exchange Commission as soon as possibleafter filing. Of the 5,896,359 subscription receipts we issued: (i) 358,333 subscription receipts were issued pursuant to the exemption from registration under theSecurities Act of 1933 , as amended provided by Section 4(a)(2) and/or Rule 506 of Regulation D promulgated under the Securities Act of 1933 , as amended to 11investors who were “accredited investors” within the respective meanings ascribed to that term in Regulation D promulgated under the Securities Act of 1933 , asamended; and (ii) 5,538,026 subscription receipts were issued to 105 non-U.S. persons (as that term is defined in Regulation S of the Securities Act of 1933 , asamended) in an offshore transaction relying on Regulation S and/or Section 4(a)(2) of the Securities Act of 1933 , as amended. On March 19, 2018, we completed a private placement of an aggregate of 3,217,300 subscription receipts at a price of $0.60 per subscription receipt for aggregategross proceeds of $1,930,380. In the event of the occurrence of the escrow release condition (as defined below), each subscription receipt will automaticallyconvert into one share of our common stock, for no additional consideration. The subscription amounts will be held by an escrow agent until the escrow releasecondition. The escrow release condition is the receipt by our company of conditional approval for the listing of the shares of our common stock on a Canadianstock exchange. In the event that the escrow release condition is satisfied prior to 5:00 p.m. (Vancouver time) on May 31, 2018, we will deliver a notice to theescrow agent confirming the escrow release condition has been satisfied. Upon receipt of the notice, the escrow agent will, as soon as practicable thereafter, releasethe subscription amounts to our company and each subscription receipt will automatically convert into one share of our common stock without payment of anyadditional consideration. If the escrow release condition is not satisfied by 5:00 p.m. (Vancouver time) on May 31, 2018 or if we deliver a written default notice tothe escrow agent that the escrow release condition will not be satisfied by that time, the subscription receipts will expire and be of no further force and effect,effective as of the earlier of (i) 5:00 p.m. (Vancouver time) on May 31, 2018 and (ii) the date of the receipt of the default notice, and the subscribers will be entitledto receive from the escrow agent a refund of the subscription amounts held in escrow, without interest and less applicable expenses. In connection with the closingof the private placement, we agreed to issue 160,865 shares of our common stock at a deemed price of $0.60 per share as the finder’s fee, which will be issued onlyif the subscription receipts are converted into shares of our common stock. In connection with this private placement, we agreed with each subscriber whopurchased these subscription receipts to prepare and file a registration statement with respect to 50% of the shares of our common stock issuable upon conversionof the subscription receipts with the Securities and Exchange Commission within 90 days following the closing of the private placement and agreed to usecommercially reasonable efforts to have the registration statement declared effective by the Securities and Exchange Commission as soon as possible after filing.The subscription receipts were issued to 102 non-U.S. persons (as that term is defined in Regulation S of the Securities Act of 1933 , as amended) in an offshoretransaction relying on Regulation S and/or Section 4(a)(2) of the Securities Act of 1933 , as amended. We intend to issue the shares of our common stock as thefinder’s fee to one non-U.S. person in an offshore transaction relying on Regulation S and/or Section 4(a)(2) of the Securities Act of 1933 , as amended. Effective May 17, 2018, we granted 100,000 stock options to James Carter, one of our directors. The stock options are exercisable at the exercise price of $0.60 pershare until May 17, 2028. The stock options become exercisable monthly over 36 months as follows: 1/36 of the stock options vesting each month commencing onMay 17, 2018. We granted the stock options to one non-U.S. person and in issuing securities we relied on the registration exemption provided for in Regulation Sand/or Section 4(a)(2) of the Securities Act of 1933 , as amended. Effective June 7, 2018, we granted 100,000 stock options to Alphonso Jackson, one of our directors, in connection with his appointment as a member of ouradvisory board. The stock options are exercisable at the exercise price of $0.60 per share until June 7, 2028. The stock options become exercisable as follows: (i)1/3 on the grant date, (ii) 1/3 on the first anniversary of the grant date and (iii) 1/3 on the second anniversary of the grant date. We granted the stock options to oneU.S. Person (as that term is defined in Regulation S of the Securities Act of 1933) and in issuing securities we relied on the registration exemption provided for inSection 4(a)(2) of the Securities Act of 1933 , as amended. Effective June 8, 2018, we granted 75,000 stock options to one consultant. The stock options are exercisable at the exercise price of $0.60 per share for a period often years from the date of grant. The stock options become exercisable as follows: (i) 1/3 on the first anniversary of the grant date; (ii) 1/3 on the secondanniversary of the grant date and (iii) 1/3 on the third anniversary of the grant date. We granted the stock options to one non-U.S. person and in issuing securitieswe relied on the registration exemption provided for in Regulation S and/or Section 4(a)(2) of the Securities Act of 1933 , as amended. On May 31, 2018, we issued 9,113,659 shares of our common stock upon conversion of the subscription receipts issued on March 12 and 19, 2018, Accordingly,aggregate gross proceeds of US$5,468,195.40, previously held in escrow, were released to our company. In connection with the conversion of the subscriptionreceipts, on May 31, 2018, we issued 160,865 shares of our common stock at a deemed price of US$0.60 per share as a finder’s fee. Of the 9,113,659 shares of ourcommon stock we issued upon conversion of the subscription receipts: (i) 358,333 shares were issued pursuant to the exemption from registration under the Securities Act of 1933 , as amended provided by Section 4(a)(2) and/or Rule 506 of Regulation D promulgated under the Securities Act of 1933 , as amended to 11investors who were “accredited investors” within the respective meanings ascribed to that term in Regulation D promulgated under the Securities Act of 1933 , asamended; and (ii) 8,755,326 shares were issued to 207 non-U.S. persons (as that term is defined in Regulation S of the Securities Act of 1933 , as amended) inoffshore transactions relying on Regulation S and/or Section 4(a)(2) of the Securities Act of 1933 , as amended. We issued the shares of our common stock as thefinder’s fee to one non-U.S. person in an offshore transaction relying on Regulation S and/or Section 4(a)(2) of the Securities Act of 1933 , as amended.

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Exhibits

Exhibit Number

Description

(3) Articles of Incorporation and Bylaws3.1 Articles of Incorporation (incorporated by reference from our Current Report on Form S-1, filed on March 30, 2011)3.2 Bylaws (incorporated by reference from our Current Report on Form S-1, filed on March 30, 2011)3.3 Articles of Merger (incorporated by reference from our Current Report on Form 8-K filed on August 23, 2017)3.4 Articles of Merger (incorporated by reference from our Current Report on Form 8-K filed on February 15, 2018)(5) Opinion regarding Legality5.1* Opinion of Clark Wilson LLP regarding the legality of the securities being registered(10) Material Contracts10.1 Private Placement Subscription Agreement with Oceanside Strategies Inc. dated September 14, 2015 (incorporated by reference from our Current

Report on Form 8-K, filed on September 15, 2015)10.2 18% Unsecured Convertible Note with Oceanside Strategies Inc. dated September 14, 2015 (incorporated by reference from our Current Report on

Form 8-K, filed on September 15, 2015)10.3 Private Placement Subscription Agreement with Oceanside Strategies Inc. dated December 30, 2016 (incorporated by reference from our Current

Report on Form 8-K, filed on January 5, 2017)10.4 18% Unsecured Convertible Note with Oceanside Strategies Inc. dated December 30, 2016 (incorporated by reference from our Current Report on

Form 8-K, filed on January 5, 2017)10.5 Private Placement Subscription Agreement with Oceanside Strategies Inc. dated December 30, 2016 (incorporated by reference from our Current

Report on Form 8-K, filed on January 2, 2018)10.6 18% Unsecured Convertible Note with Oceanside Strategies Inc. dated December 30, 2016 (incorporated by reference from our Current Report on

Form 8-K, filed on January 2, 2018)10.7 Private Placement Subscription Agreement with Oceanside Strategies Inc. dated March 2, 2017 (incorporated by reference from our Current Report

on Form 8-K, filed on March 15, 2017)10.8 18% Unsecured Convertible Note with Oceanside Strategies Inc. dated March 2, 2017 (incorporated by reference from our Current Report on Form

8-K, filed on March 15, 2017)10.9 Private Placement Subscription Agreement with Oceanside Strategies Inc. dated June 8, 2017 (incorporated by reference from our Current Report on

Form 8-K, filed on January 2, 2018)10.10 18% Unsecured Convertible Note with Oceanside Strategies Inc. dated June 8, 2017 (incorporated by reference from our Current Report on Form 8-

K, filed on January 2, 2018)10.11 Transfer Agreement dated August 21, 2017 with Blockchain Fund GP Inc. (incorporated by reference from our Current Report on Form 8-K filed on

August 23, 2017)10.12 Business Services Agreement with Business Instincts Group Inc. dated October 18, 2017. (incorporated by reference from our Current Report on

Form 8-K filed on October 19, 2017)10.13 Private Placement Subscription Agreement with Oceanside Strategies Inc. dated October 30, 2017 (incorporated by reference from our Annual

Report on Form 10-K filed on April 2, 2017)10.14 10% Unsecured Convertible Note dated October 30, 2017 issued in connection with Private Placement Subscription Agreement with Oceanside

Strategies Inc. dated October 30, 2017 (incorporated by reference from our Annual Report on Form 10-K filed on April 2, 2017)10.15 Private Placement Subscription Agreement with Hospitality Investors Special Situation Group Pvt. Ltd. dated October 30, 2017 (incorporated by

reference from our Annual Report on Form 10-K filed on April 2, 2017)

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10.16 10% Unsecured Convertible Note dated October 30, 2017 issued in connection with Private Placement Subscription Agreement with Hospitality

Investors Special Situation Group Pvt. Ltd. dated October 30, 2017 (incorporated by reference from our Annual Report on Form 10-K filed on April2, 2017)

10.17 Form of Private Placement Subscription Agreement for Common Stock Offering (incorporated by reference from our Current Report on Form 8-Kfiled on October 31, 2017)

10.18 Loan Agreement dated November 20, 2017 with WENN Digital Inc. (incorporated by reference from our Current Report on Form 8-K filed onNovember 27, 2017)

10.19 Independent Consultant Agreement dated effective October 9, 2017 with Bruce Elliott (incorporated by reference from our Current Report on Form8-K, filed on January 2, 2018)

10.20 Independent Consultant Agreement dated effective October 9, 2017 with Michael Blum (incorporated by reference from our Current Report on Form8-K, filed on January 2, 2018)

10.21 Business Services Agreement dated effective December 29, 2017 with WENN Digital Inc. (incorporated by reference from our Current Report onForm 8-K, filed on January 2, 2018)

10.22 Form of Subscription Agreement (incorporated by reference from our Current Report on Form 8-K, filed on March 14, 2018)10.23 Amendment No. 1 to Business Services Agreement dated as of March 15, 2018 with WENN Digital Inc. (incorporated by reference from our

Current Report on Form 8-K, filed on March 20, 2018)10.24 Offer Letter dated January 22, 2018 with James P. Geiskopf (incorporated by reference from our Annual Report on Form 10-K filed on April 2,

2017)10.25 Offer Letter dated February 9, 2018 with Edmund C. Moy (incorporated by reference from our Annual Report on Form 10-K filed on April 2, 2017)10.26 2017 Equity Incentive Plan (incorporated by reference from our Annual Report on Form 10-K filed on April 2, 2017)10.27 Stock Option Agreement dated October 15, 2017 with James P. Geiskopf (incorporated by reference from our Annual Report on Form 10-K filed on

April 2, 2017)10.28 Stock Option Agreement dated October 15, 2017 with Cameron Chell (incorporated by reference from our Annual Report on Form 10-K filed on

April 2, 2017)10.29 Stock Option Agreement dated October 15, 2017 with Michael Blum (incorporated by reference from our Annual Report on Form 10-K filed on

April 2, 2017)10.30 Stock Option Agreement dated October 15, 2017 with Bruce Elliott (incorporated by reference from our Annual Report on Form 10-K filed on April

2, 2017)10.31 Stock Option Agreement dated October 15, 2017 with Business Instincts Group Inc. (incorporated by reference from our Annual Report on Form

10-K filed on April 2, 2017)10.32 Stock Option Agreement dated February 9, 2018 with Edmund C. Moy (incorporated by reference from our Annual Report on Form 10-K filed on

April 2, 2017)10.33 Indemnification Agreement dated December 20, 2017 with James P. Geiskopf (incorporated by reference from our Annual Report on Form 10-K

filed on April 2, 2017)10.34 Indemnification Agreement dated December 20, 2017 with Cameron Chell (incorporated by reference from our Annual Report on Form 10-K filed

on April 2, 2017)10.35 Indemnification Agreement dated December 20, 2017 with Michael Blum (incorporated by reference from our Annual Report on Form 10-K filed

on April 2, 2017)10.36 Indemnification Agreement dated December 20, 2017 with Bruce Elliott (incorporated by reference from our Annual Report on Form 10-K filed on

April 2, 2017)10.37 Indemnification Agreement dated February 9, 2018 with Edmund C. Moy (incorporated by reference from our Annual Report on Form 10-K filed on

April 2, 2017)

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10.38* Offer Letter dated May 17, 2018 with James Carter10.39* Stock Option Agreement dated May 17, 2018 with James Carter10.40* Indemnification Agreement dated May 17, 2018 with James Carter10.41* Offer Letter dated June 22, 2018 with Alphonso Jackson10.42* Stock Option Agreement dated June 7, 2018 with Alphonso Jackson10.43* Indemnification Agreement June 22, 2018 with Alphonso Jackson10.44 Amendment Agreement dated effective as of June 25, 2018 to Business Services Agreement dated October 18, 2017 with Business Instincts Group

Inc. (incorporated by reference from our Current Report on Form 8-K, filed on June 29, 2018)10.45 Loan Agreement dated July 9, 2018 with WENN Digital Inc. (incorporated by reference from our Current Report on Form 8-K, filed on July 11,

2018)10.46 Corporate Guaranty dated July 9, 2018 by Ryde GmbH (incorporated by reference from our Current Report on Form 8-K, filed on July 11, 2018)10.47 Amendment No. 2 to Business Services Agreement dated as of July 9, 2018 with WENN Digital Inc. (incorporated by reference from our Current

Report on Form 8-K, filed on July 11, 2018)(16) Letter re Change in Certifying Accountant16.1 Letter from Pritchett, Siler & Hardy P.C. dated January 22, 2018 (incorporated by reference from our Current Report on Form 8-K, filed on January

22, 2018)(21) Subsidiaries21.1 Subsidiaries of ICOX Innovations Inc. AppCoin Innovations (USA) Inc., Nevada corporation(23) Consents of Experts and Counsel23.1* Consent of Haynie & Company23.2* Consent of Clark Wilson LLP (included in Exhibit 5.1)(101) Interactive Data File101.INS* XBRL Instance Document101.SCH* XBRL Taxonomy Extension Schema101.CAL* XBRL Taxonomy Extension Calculation Linkbase101.DEF* XBRL Taxonomy Extension Definition Linkbase101.LAB* XBRL Taxonomy Extension Label Linkbase101.PRE* XBRL Taxonomy Extension Presentation Linkbase *Filed herewith.

Undertakings

The undersigned registrant hereby undertakes:

1. To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

i. To include any prospectus required by section 10(a)(3) of the Securities Act of 1933;

ii. To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effectiveamendment thereof) which, individually or in the aggregate, represent a fundamental change in the information in the registration statement.Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would notexceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the formof prospectus filed with the Securities and Exchange Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and pricerepresent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effectiveregistration statement; and

iii. To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any materialchange to such information in the registration statement;

2. That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a newregistration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fideoffering thereof; 3. To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of theoffering; and 4. That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser, each prospectus filed pursuant to Rule 424(b) as part of aregistration statement relating to an offering, other than registration statements relying on 430B or other than prospectuses filed in reliance on Rule 430A, shallbe deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made ina registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into theregistration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use,supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any suchdocument immediately prior to such date of first use.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrantpursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such

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indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnificationagainst such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in thesuccessful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, theregistrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the questionwhether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.

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Signatures

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned,thereunto duly authorized in the City of Los Angeles, State of California, on July 17 , 2018. ICOX Innovations Inc. By: /s/ Bruce Elliott Bruce Elliott President (Principal Executive Officer) Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the datesindicated. /s/ Bruce Elliott Bruce Elliott President (Principal Executive Officer) Date: July 17 , 2018 /s/ Michael Blum Michael Blum Chief Financial Officer, Secretary, Treasurer and Director (Principal Financial Officer and Principal Accounting Officer) Date: July 17 , 2018 /s/ Cameron Chell Cameron Chell Director Date: July 17 , 2018 /s/ James P. Geiskopf James P. Geiskopf Director Date: July 17 , 2018 /s/ Edmund C. Moy Edmund C. Moy Director Date: July 17 , 2018 /s/ James Carter James Carter Director Date: July 17, 2018 /s/ Alphonso Jackson Alphonso Jackson Director Date: July 17, 2018

July 17, 2018 ICOX Innovations Inc.4101 Redwood Ave., Building FLos Angeles, CA 90066U.S.A. Dear Sirs: Re: ICOX Innovations Inc. - Registration Statement

on Form S-1/A

We have acted as counsel to ICOX Innovations Inc. (the “Company” ), a Nevada corporation, in connection with the filing of a registration statement on

Form S-1/A (File No. 333-224161) (the “Registration Statement” ) under the Securities Act of 1933 , as amended, with respect to the resale of (i) up to 1,020,000shares of common stock of the Company that are issued and outstanding (the “Issued Shares” ), (ii) up to 325,000 shares of common stock of the Company thatmay be issued upon conversion of convertible notes (the “Convertible Note Shares” ) and (iii) up to 4,556,823 shares of common stock of the Company issuedupon conversion of subscription receipts (the “Subscription Receipt Shares” ), as further described in the Registration Statement.

In connection with this opinion, we have examined the following documents: (a) the articles of incorporation of the Company, as amended; (b) the bylaws of the Company, as amended; (c) the resolutions adopted by the board of directors of the Company pertaining to the Issued Shares, the Convertible Note Shares and the

Subscription Receipt Shares; (d) the Registration Statement; and (f) the prospectus constituting a part of the Registration Statement.

In addition, we have examined such other documents as we have deemed necessary or appropriate as a basis for the opinions hereinafter

expressed.

We have assumed that the signatures on all documents examined by us are genuine, that all documents submitted to us as originals are authenticand that all documents submitted to us as copies or as facsimiles of copies or originals, conform with the originals, which assumptions we have not independentlyverified.

- 2 -

Based upon the foregoing and the examination of such legal authorities as we have deemed relevant, and subject to the qualifications and furtherassumptions set forth below, we are of the opinion that: ● the Issued Shares have been duly and validly authorized and issued as fully paid and non-assessable shares of common stock in the capital of the

Company; ● the Convertible Note Shares have been duly and validly authorized, and will, if and when issued in accordance with the terms of the convertible notes, be

issued as fully paid and non-assessable shares of common stock in the capital of the Company; and ● the Subscription Receipt Shares have been duly and validly authorized and issued as fully paid and non-assessable shares of common stock in the capital

of the Company.

This opinion letter is opining upon and is limited to the current federal laws of the United States and the laws of the State of Nevada, includingthe statutory provisions, all applicable provisions of the Nevada constitution and reported judicial decisions interpreting those laws, as such laws presently existand to the facts as they presently exist. We express no opinion with respect to the effect or applicability of the laws of any other jurisdiction. We assume noobligation to revise or supplement this opinion letter should the laws of such jurisdiction be changed after the date hereof by legislative action, judicial decision orotherwise.

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. In giving this consent, we do not admit that we are

within the category of persons whose consent is required under Section 7 of the Securities Act of 1933 or the General Rules and Regulations of the Securities andExchange Commission. Yours truly, CLARK WILSON LLP /s/ Clark Wilson LLP

ICOx Innovations, Inc.4101 Redwood AvenueBuilding FLos Angeles, Ca 90066

May 17, 2018

James Carter12532 23 rd AvenueSurrey, BC V4A 2C4 Re: Board of Directors Offer Letter Dear James, I am very pleased to welcome you as a Member of the Board of Directors of ICOx Innovations, Inc. We are excited about your contributions to what we believe isone of the most differentiated companies with some of the highest potential in the Cryptocurrency Industry. Please find below the terms relating to your service as a member of the Board. Term . You will serve as a member of the Board until the annual meeting for the year in which your term expires or until your successor has been elected andqualified, subject however, to your prior death, resignation, retirement, disqualification or removal from office. Compensation . As a member of the Board you will receive $50,000 in annual cash compensation and 100,000 stock options. Expenses . The Company agrees to reimburse all travel and other reasonable documented expenses relating to your attendance at meetings of the Board. Inaddition, the Company agrees to reimburse you for reasonable expenses that you incur in connection with the performance of your duties as a director of theCompany. Taxes . All payments under this Agreement shall be in US dollars and subject to withholding of such amounts, if any, relating to tax or other deductions as theCorporation may reasonably determine and should withhold pursuant to any applicable law or regulation. The Director shall be responsible to pay for all federal,state, provincial and local taxes assessed on any income received from the Company under this Agreement, which are over and above the amounts that may bededucted and remitted on the Director’s behalf by the Corporation. D&O Insurance . During your term as a member of the Board, the Company shall include you as an insured under the Company’s directors and officer’sinsurance policy.

Confidentiality . You agree to retain all non-public information obtained from ICOx as confidential and agree not to release or discuss any of such informationunless you have obtained the prior consent of ICOx or are otherwise forced, compelled, or required to disclose this information by operation of law or applicablegovernment authority. Any business opportunities related to the business of the Corporation which become known to the Director will be fully disclosed and made available and no actionto divert from the Corporation any opportunity which is within the scope of its business will be made. The Director shall not disparage the Corporation or any of its affiliates, directors, officers, employees or other representatives in any manner and shall in allrespects avoid any negative criticism of the Corporation. Indemnification . You will receive indemnification as a Director of the Company to the maximum extent extended to directors of the Company generally, as setforth in the Company’s Certificate of Incorporation and bylaws. The Corporation agrees that, if the Director is made a party, or is threatened to be made a party, toany action, suit or proceeding, by reason of the fact that he is or was serving at the request of the Corporation as a Director, the Director shall be defended,indemnified and held harmless by the Corporation to the fullest extent legally permitted. Assignment . This agreement may not be assigned. Severability . If any provision contained herein is determined to be void or unenforceable in whole or in part, it shall not be deemed to affect or impair the validityof any other provision herein and each such provision is deemed to be separate and distinct. Binding Effect . This agreement shall ensure to the benefit of and be binding upon the parties hereto and their respective personal or legal representatives, heirs,executors, administrators, successors and assigns. Upon the termination of this agreement, the Director’s respective rights and obligations of the parties shallsurvive such termination or expiration to the extent necessary to carry out the intended preservation of such rights and obligations. Governing Law . This agreement shall be construed in accordance with the laws of the State of California, without giving effect to the principles of conflicts oflaw thereof.

Entire Agreement; Amendment; Waiver, Counterparts . This Agreement expresses the entire understanding with respect to the subject matter hereof andsupersedes and terminates any prior oral or written agreements with respect to the subject matter hereof. Any term of this Agreement may be amended andobservance of any term of this Agreement may be waived only with the written consent of the parties hereto. Waiver of any term or condition of this Agreement byany party shall not be construed as a waiver of any subsequent breach or failure of the same term or condition or waiver of any other term or condition of thisAgreement. The failure of any party at any time to require performance by any other party or any provision of this Agreement shall not affect the right of any suchparty to require future performance of such provision or any other provision of agreement. This Agreement may be executed in separate counterparts each of whichwill be an original and all of which taken together will constitute one and the same agreement, and may be executed using facsimiles of signatures, and a facsimileof a signature shall be deemed to be the same, and equally enforceable, as an original of such signature. This Agreement sets forth the complete terms of your service on the Board. If the foregoing terms are agreeable, please indicate your acceptance by signing in thespace provided below and returning this Agreement to the Company. Sincerely, Signature: /s/ Michael Blum Name: Michael Blum Title: Chief Financial Officer, Secretary, Treasurer and Director Date: Accepted and Agreed: Signature: /s/James Carter Name: James Carter Date: May 26, 2018

THE SECURITIES REPRESENTED HEREBY HAVE BEEN OFFERED IN AN OFFSHORE TRANSACTION TO A PERSON WHO IS NOT A U.S.PERSON (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED(THE “1933 ACT”). NONE OF THE SECURITIES REPRESENTED HEREBY HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIESLAWS, AND, UNLESS SO REGISTERED, NONE MAY BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES (ASDEFINED HEREIN) OR TO U.S. PERSONS EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT,PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTIONFROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLYIN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. IN ADDITION, HEDGING TRANSACTIONS INVOLVING THESECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE 1933 ACT. “UNITED STATES” AND “U.S. PERSON” ARE ASDEFINED BY REGULATION S UNDER THE 1933 ACT. UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITYBEFORE THE DATE THAT IS 4 MONTHS AND A DAY AFTER THE LATER OF (I) MAY 17, 2018, AND (II) THE DATE THE ISSUER BECAME AREPORTING ISSUER IN ANY PROVINCE OR TERRITORY.

STOCK OPTION AGREEMENT

This AGREEMENT is entered into as of the May 17, 2018 (the “Date of Grant” ). BETWEEN:

ICOX INNOVATIONS INC. , a company incorporated pursuant to the laws of the State of Nevada, with an office at 4101 Redwood Avenue,Building F, Los Angeles, CA 90066 (the “Company” )

AND:

JAMES CARTER , a businessman with an address at 12532 23rd Avenue, Surrey, BC V4A 2C4 (the “Optionee” )

WHEREAS: A. The Company’s board of directors (the “Board” ) has approved and adopted a 2017 Equity Incentive Plan (the “Plan” ), whereby the Board is authorized togrant stock options to purchase shares of common stock of the Company to the directors, officers, employees, and consultants of the Company or any Parent orSubsidiary of the Company (as defined herein); B. The Optionee is a director, officer, employee or consultant of the Company, the Parent or a Subsidiary; and C. The Company wishes to grant stock options to purchase a total of 100,000 Optioned Shares (as defined herein) to the Optionee, as follows: Incentive Stock Options (as defined herein) X Non-Qualified Stock Options (as defined herein)

2 NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the covenants and agreements set forth herein and for other good and valuableconsideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows: 1. DEFINITIONS 1.1 In this Agreement, the following terms shall have the following meanings: (a) “ 1933 Act ” means the Securities Act of 1933, as amended; (b) “ Board ” means the board of directors of the Company; (c) “ Canadian Accredited Investor Questionnaire ” means a questionnaire substantially in the form of the Canadian Accredited Investor Questionnaire

attached to this Agreement as Schedule B; (d) “ Code ” means the Internal Revenue Code of 1986; (e) “ Common Stock ” means the shares of common stock of the Company; (f) “ Exercise Price ” means $0.60 per share; (g) “ Expiry Date ” means May 17, 2028; (h) “ Incentive Stock Options ” means any Options that meet all the requirements under section 422 of the Code; (i) “ Non-Qualified Stock Options ” means any Options that do not qualify as Incentive Stock Options and, thus, do not meet the requirements under

section 422 of the Code; (j) “ Notice of Exercise ” means a notice in writing addressed to the Company at its address first recited hereto (or such other address of which the Company

may from time to time notify the Optionee in writing), substantially in the form attached as Schedule B hereto, which notice shall specify therein thenumber of Optioned Shares in respect of which the Options are being exercised;

(k) “ Options ” means the right and option to purchase, from time to time, all, or any part of the Optioned Shares granted to the Optionee by the Company

pursuant to Section 2.1 of this Agreement; (l) “ Optioned Shares ” means the shares of Common Stock that are issued pursuant to the exercise of the Options; (m) “ Parent ” means a company or other entity that owns at least fifty percent (50%) of the outstanding voting stock or voting power of the Company; (n) “ Plan ” has the meaning ascribed thereto in Recital A of this Agreement; (o) “ Securities ” means, collectively, the Options and the Optioned Shares; (p) “ Subsidiary ” means a company or other entity, at least fifty percent (50%) of the outstanding voting stock or voting power of which is beneficially

owned, directly or indirectly, by the Company; and (q) “ Vested Options ” means the Options that have vested in accordance with Section 2.2 of this Agreement.

3

1.2 Capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Plan. 2. THE OPTIONS 2.1 The Company hereby grants to the Optionee, on the terms and conditions set out in this Agreement and in the Plan, Options to purchase a total of 100,000Optioned Shares at the Exercise Price. 2.2 The Options will vest in accordance with Schedule A to this Agreement. The Options may be exercised immediately after vesting. 2.3 The Options shall, at 5:00 p.m. (Pacific time) on the Expiry Date, expire and be of no further force or effect whatsoever. 2.4 The Company shall not be obligated to cause the issuance, transfer or delivery of a certificate or certificates representing Optioned Shares to the Optionee, untilprovision has been made by the Optionee, to the satisfaction of the Company, for the payment of the aggregate Exercise Price for all Optioned Shares for which theOptions shall have been exercised, and for satisfaction of any tax withholding obligations associated with such exercise. 2.5 Subject to the provisions of this Agreement and the Plan and subject to compliance with any applicable securities laws, the Options shall be exercisable, in fullor in part, at any time after vesting, until termination. If less than all of the Optioned Shares included in the vested portion of any Options are purchased, theremainder may be purchased at any subsequent time prior to the Expiry Date. Only whole shares may be issued pursuant to the exercise of any Options, and to theextent that any Option covers less than one (1) share, it is not exercisable. 2.6 Each exercise of the Options shall be by means of delivery of a Notice of Exercise (which may be in the form attached hereto as Schedule C) to the ChiefFinancial Officer of the Company at its principal executive office, specifying the number of Optioned Shares to be purchased and accompanied by payment in cashor by certified check or cashier’s check in the amount of the full Exercise Price for the Common Stock to be purchased. In addition to payment in cash or bycertified check or cashier’s check and if agreed to in advance by the Company, the Optionee or transferee of the Options may pay for all or any portion of theaggregate Exercise Price by complying with any other payment mechanism approved by the Board at the time of exercise. 2.7 Reference is made to the Plan for particulars of the rights and obligations of the Optionee and the Company in respect of: (a) the terms and conditions on which the Options are granted except to the extent set forth herein; and, (b) a consolidation or subdivision of the Company’s share capital or a corporate reorganization;

all to the same effect as if the provisions of the Plan were set out in this Agreement and to all of which the Optionee assents. A copy of the Plan is available to theOptionee at no charge, at the Company’s principal executive office. Any provision of this Agreement that is inconsistent with the Plan shall be considered void andreplaced with the applicable provision of the Plan. The Company may modify, extend or renew this Agreement or the Options represented hereby or accept thesurrender thereof (to the extent not previously exercised) and authorize the granting of a new option in substitution therefore (to the extent not previouslyexercised), subject at all times to the Plan, the applicable rules of any applicable regulatory authority or stock exchange, and any applicable laws. Notwithstandingthe foregoing provisions of this Section 2.7, the Company shall not have the right to make any modification which would materially alter the terms of the Optionsto the Optionee’s detriment or materially impair any rights of the Optionee hereunder without the consent of the Optionee.

4 2.8 By accepting the Options, the Optionee represents and agrees that none of the Optioned Shares purchased upon exercise of the Options will be distributed inviolation of applicable federal and state laws and regulations. The Optionee further represents and agrees to provide the Company with any other documentreasonably requested by the Company or the Company’s Counsel. 3. DOCUMENTS REQUIRED FROM OPTIONEE 3.1 The Optionee must complete, sign and return to the Company: (a) a copy of this Agreement; (b) a copy of the Acknowledgements, and Representations and Warranties of the Optionee attached hereto as Schedule F; (c) if the Optionee is resident in Canada, a Canadian Questionnaire in the form attached hereto as Schedule C; and (d) if the Optionee is resident in the United States and if an exemption from the registration requirements imposed by the 1933 Act is necessary for entry

into this Agreement, one of the two questionnaires in the forms attached hereto as Schedule D and Schedule E, whichever applies.

3.2 The Optionee shall complete, sign and return to the Company as soon as possible, on request by the Company, any documents, questionnaires, notices andundertakings as may be required by regulatory authorities, and applicable law. 4. SUBJECT TO PLAN The terms of the Options will be subject to the Plan, as may from time to time be amended, and any inconsistencies between this Agreement and the Plan, as thesame may be from time to time amended, shall be governed by the provisions of the Plan. A copy of the Plan will be delivered to the Optionee, and will beavailable for inspection at the principal offices of the Company. 5. ACKNOWLEDGEMENT AND WAIVER The Optionee hereby waives, to the fullest extent permitted by law, any rights of withdrawal, rescission or compensation for damages to which the Optionee mightbe entitled in connection with the distribution of any of the Securities. 6. PROFESSIONAL ADVICE The acceptance of the Options and the sale of Common Stock issued pursuant to the exercise of Options may have consequences under federal, state and provincialtax and securities laws which may vary depending upon the individual circumstances of the Optionee. Accordingly, the Optionee acknowledges that he or she hasbeen advised to consult his or her personal legal and tax advisor in connection with this Agreement and his or her dealings with respect to Options. Withoutlimiting other matters to be considered with the assistance of the Optionee’s professional advisors, the Optionee should consider: (a) the merits and risks of aninvestment in the underlying Optioned Shares; and (b) any resale restrictions that might apply under applicable securities laws.

5 7. LEGENDING OF SUBJECT SECURITIES 7.1 The Optionee hereby acknowledges that that upon the issuance thereof, and until such time as the same is no longer required under the applicable securitieslaws and regulations, the certificates representing any of the Optioned Shares may bear a legend in substantially the following form:

If the Optionee is not resident in the United States: THE SECURITIES REPRESENTED HEREBY HAVE BEEN OFFERED IN AN OFFSHORE TRANSACTION TO A PERSON WHO IS NOTA U.S. PERSON (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933,AS AMENDED (THE “1933 ACT”). NONE OF THE SECURITIES REPRESENTED HEREBY HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATESECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE MAY BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THEUNITED STATES (AS DEFINED HEREIN) OR TO U.S. PERSONS EXCEPT IN ACCORDANCE WITH THE PROVISIONS OFREGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, ORPURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATIONREQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIESLAWS. IN ADDITION, HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS INCOMPLIANCE WITH THE 1933 ACT. “UNITED STATES” AND “U.S. PERSON” ARE AS DEFINED BY REGULATION S UNDER THE1933 ACT. UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITYBEFORE THE DATE THAT IS 4 MONTHS AND A DAY AFTER THE LATER OF (I) [ INSERT THE DISTRIBUTION DATE ], AND (II)THE DATE THE ISSUER BECAME A REPORTING ISSUER IN ANY PROVINCE OR TERRITORY. If the Option is resident in the United States: NONE OF THE SECURITIES REPRESENTED HEREBY HAVE BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACTOF 1933, AS AMENDED (THE “1933 ACT”), OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE MAYBE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES (AS DEFINED HEREIN) OR TO U.S. PERSONSEXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVEREGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN ATRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY INACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. IN ADDITION, HEDGING TRANSACTIONS INVOLVING THESECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE 1933 ACT. “UNITED STATES” AND “U.S.PERSON” ARE AS DEFINED BY REGULATION S UNDER THE 1933 ACT. UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITYBEFORE THE DATE THAT IS 4 MONTHS AND A DAY AFTER THE LATER OF (I) [ INSERT THE DISTRIBUTION DATE ], AND (II)THE DATE THE ISSUER BECAME A REPORTING ISSUER IN ANY PROVINCE OR TERRITORY.

7.2 The Optionee hereby acknowledges and agrees to the Company making a notation on its records or giving instructions to the registrar and transfer agent of theCompany in order to implement the restrictions on transfer set forth and described in this Agreement.

6 8. RESALE RESTRICTIONS 8.1 This Agreement and the Options represented hereby are not transferable. Optioned Shares received upon exercise of any Options will be subject to resalerestrictions contained in the securities legislation applicable to the Company and the Optionee. The Optionee acknowledges and agrees that the Optionee is solelyresponsible (and the Company is not in any way responsible) for compliance with applicable resale restrictions. 8.2 The Optionee acknowledges that any resale of any of the Optioned Shares will be subject to resale restrictions contained in the securities legislation applicableto the Optionee or proposed transferee. The Optionee acknowledges that none of the Optioned Shares have been registered under the 1933 Act or the securitieslaws of any state of the United States. The Optioned Shares may not be offered or sold in the United States unless registered in accordance with federal securitieslaws and all other applicable securities laws or exemptions from such registration requirements are available. The Optionee acknowledges that the Optioned Sharesare subject to resale restrictions in Canada and may not be traded in Canada except as permitted by the applicable provincial securities laws and the rules madethereunder. 9. NO EMPLOYMENT RELATIONSHIP The grant of an Option shall in no way constitute any form of agreement or understanding binding on the Company or any related company, express or implied,that the Company or any related company will employ or contract with an Optionee, for any length of time, nor shall it interfere in any way with the Company’s or,where applicable, a related company’s right to terminate Optionee’s employment at any time, which right is hereby reserved. 10. GOVERNING LAW This Agreement is governed by the laws of the State of Nevada and the federal laws of the United States of America as applicable therein. The Optioneeirrevocably attorns to the jurisdiction of the courts of the State of Arizona. 11. COSTS The Optionee acknowledges and agrees that all costs and expenses incurred by the Optionee (including any fees and disbursements of any special counsel retainedby the Optionee) relating to the acquisition of the Securities shall be borne by the Optionee. 12. SURVIVAL This Agreement, including without limitation the representations, warranties and covenants contained herein, shall survive and continue in full force and effect andbe binding upon the parties hereto notwithstanding the completion of the purchase of the shares underlying the Options by the Optionee pursuant hereto. 13. ASSIGNMENT This Agreement is not transferable or assignable. 14. CURRENCY Unless explicitly stated otherwise, all funds in this Agreement are stated in United States dollars. 15. SEVERABILITY The invalidity or unenforceability of any particular provision of this Agreement shall not affect or limit the validity or enforceability of the remaining provisions ofthis Agreement.

7 16. COUNTERPARTS AND ELECTRONIC MEANS This Agreement may be executed in several counterparts, each of which will be deemed to be an original and all of which will together constitute one and the sameinstrument. Delivery of an executed copy of this Agreement by electronic facsimile transmission or other means of electronic communication capable of producinga printed copy will be deemed to be execution and delivery of this Agreement as of the date first above written. 17. ENTIRE AGREEMENT This Agreement is the only agreement between the Optionee and the Company with respect to the Options, and this Agreement and the Plan, once approved,supersede all prior and contemporaneous oral and written statements and representations and contain the entire agreement between the parties with respect to theOptions. IN WITNESS WHEREOF the parties hereto have duly executed this Agreement as of the date first above written. ICOX INNOVATIONS INC. Per: /s/ Michael Blum Authorized Signatory WITNESSED BY: ) ) ) ) ) Name ) /s/ James Carter ) JAMES CARTER ) Address ) ) ) ) ) Occupation )

A- 1

SCHEDULE A

VESTING SCHEDULE

The stock options vest monthly over 36 months, with 1/36 of the stock options vesting each month commencing on May 17, 2018.

B- 1

SCHEDULE B

NOTICE OF EXERCISE

TO: ICOX Innovations Inc. 4101 Redwood Avenue Building F Los Angeles, CA 90066 This Notice of Exercise shall constitute a proper Notice of Exercise pursuant to section 2.6 of the Stock Option Agreement dated February 9, 2018 (the “Agreement ”), between ICOX Innovations Inc. (the “Company” ) and the undersigned. The undersigned hereby elects to exercise the Optionee’s options topurchase ____________________ shares of the common stock of the Company at a price of $0.60 per share on the terms and conditions set forth in theAgreement. Payment of aggregate consideration of $____________in cash or by certified check or cashier’s check accompanies this notice. The Optionee hereby represents and warrants to the Company that all representations and warranties set out in the Agreement (and the applicable schedules hereto)are true as of the date of the exercise of the Options under the Agreement. The Optionee hereby further represents and warrants to the Company that the shares arebeing purchased only for investment and without intention to sell or distribute such shares. The Optionee hereby directs the Company to issue, register and deliver the certificates representing the shares as follows: Registration Information: Delivery Instructions: Name to appear on certificates Name Address Address City, State, and Zip Code Telephone Number DATED at _____________________________, the _______ day of______________, _______. X Signature (Name and, if applicable, Office) (Address) (City, State, and Zip Code) Fax Number or E-mail Address Social Security/Tax I.D. No.

C- 1

SCHEDULE C

CANADIAN QUESTIONNAIRE

TO: ICOX INNOVATIONS INC. (the “ Company ”) RE: Stock options (the “ Options ”) of the Company Capitalized terms used in this Canadian Questionnaire (this “ Questionnaire ”) and not specifically defined have the meaning ascribed to them in the Stock OptionAgreement between the undersigned (the “ Optionee ”) and the Company to which this Schedule C is attached. All dollar amounts referred to in this Questionnaire and Appendices A, B and C are in lawful money of Canada, unless otherwise indicated. In connection with the grant to the Optionee of the Options, the Optionee hereby represents, warrants and certifies to the Company that the Optionee: (i) is acquiring the Options as principal (or deemed principal under the terms of National Instrument 45-106 – Prospectus Exemptions adopted by the

Canadian Securities Administrators (“ NI 45-106 ”)); (ii) (A) is resident in or is subject to the laws of one of the following (check one):

[ ] Alberta [ ] New Brunswick [ ] Prince Edward Island [ ] British Columbia [ ] Nova Scotia [ ] Quebec [ ] Manitoba [ ] Ontario [ ] Saskatchewan [ ] Newfoundland and Labrador [ ] Yukon [ ] Northwest Territories

or

(B) [ ] is resident in a country other than Canada or the United States; and

(iii) has not been provided with any offering memorandum in connection with the acquisition of the Options.

In connection with the grant of the Options, the Optionee hereby represents, warrants, covenants and certifies that the Optionee meets one or more of the followingcriteria: A. OPTIONEE QUALIFYING UNDER THE EMPLOYEE, DIRECTOR, OFFICER AND CONSULTANT EXEMPTION In connection with the grant of the Options, the Optionee hereby represents, warrants, covenants and certifies that the Optionee meets one or more of the followingcriteria: [ ] (i) is an employee, officer or director of the Company; or [ ] (ii) is a consultant of the Company who provides services to the Company or a related entity of the Company and spends or will spend a significant

amount of time and attention on the business and affairs of the Company or a related entity of the Company; and has voluntarily agreed to thegrant of the Options.

C- 2 B. OPTIONEES QUALIFYING UNDER THE ACCREDITED INVESTOR EXEMPTION In connection with the grant of the Options, the Optionee hereby represents, warrants, covenants and certifies that the Optionee meets one or more of the followingcriteria: (a) _______ the Optionee is an “accredited investor” within the meaning of NI 45-106, by virtue of satisfying the indicated criterion below (YOU MUST

INITIAL OR PLACE A CHECK-MARK ON THE APPROPRIATE LINE(S)) ( see certain guidance with respect to accredited investors that starts onpage C-5 below )

[ ] (i) except in Ontario, a person registered under the securities legislation of a jurisdiction of Canada as an adviser or dealer, [ ] (ii) an individual registered under the securities legislation of a jurisdiction of Canada as a representative of a person referred to in paragraph (i), [ ] (iii) an individual formerly registered under the securities legislation of a jurisdiction of Canada, other than an individual formerly registered solely as a

representative of a limited market dealer under one or both of the Securities Act (Ontario) or the Securities Act (Newfoundland and Labrador), [ ] (iv) an individual who, either alone or with a spouse, beneficially owns financial assets having an aggregate realizable value that, before taxes but net of

any related liabilities, exceeds $1,000,000 (YOU MUST ALSO COMPLETE AND SIGN APPENDIX “A” TO THIS QUESTIONNAIRETHAT STARTS ON PAGE C-9 ),

[ ] (v) an individual who beneficially owns financial assets having an aggregate realizable value that, before taxes but net of any related liabilities, exceeds

$5,000,000, [ ] (vi) an individual whose net income before taxes exceeded $200,000 in each of the 2 most recent calendar years or whose net income before taxes

combined with that of a spouse exceeded $300,000 in each of the 2 most recent calendar years and who, in either case, reasonably expects to exceedthat net income level in the current calendar year (YOU MUST ALSO COMPLETE AND SIGN APPENDIX “A” TO THIS QUESTIONNAIRETHAT STARTS ON PAGE C-9 ), or

[ ] (vii) an individual who, either alone or with a spouse, has net assets of at least $5,000,000 (YOU MUST ALSO COMPLETE AND SIGN APPENDIX

“A” TO THIS QUESTIONNAIRE THAT STARTS ON PAGE C-9 ). (b) if the Optionee is an “accredited investor” within the meaning of NI 45-106 by virtue of satisfying the indicated criterion as set out in paragraphs (iv), (vi) or

(vii) above, the Optionee has provided the Company with the signed risk acknowledgment form set out in Appendix “A” to this Questionnaire; C. OPTIONEES QUALIFYING UNDER THE FAMILY, FRIENDS AND BUSINESS ASSOCIATES EXEMPTION In connection with the grant of the Options, the Optionee hereby represents, warrants, covenants and certifies that the Optionee meets one or more of the followingcriteria: (a) the Optionee is ( YOU MUST PLACE A CHECK-MARK ON THE APPROPRIATE LINE AND PROVIDE THE REQUESTED INFORMATION,

AS APPLICABLE ):

C- 3 [ ] (i) a director, executive officer or control person of the Company, or of an affiliate of the Company, [ ] (ii) _______ a close personal friend ( see guidance on making this determination that starts on page C-6 below ) of

___________________________________ ( print name of person ), who is a director, executive officer, founder or control person of theCompany, or of an affiliate of the Company, and has been for __________________________ years based on the following factors: ________________________________________________________________

( explain the nature of the close personal friendship ), [ ] (iii) a close business associate ( see guidance on making this determination that starts on page C-6 below ) of

______________________________________ ( print name of person ), who is a director, executive officer, founder or control person of theCompany, or of an affiliate of the Company, and has been for __________________________ years based on the following factors:__________________________

___________ ( explain the nature of the close business association ), (b) if the Optionee is resident in the Province of Ontario or is subject to the securities laws of the Province of Ontario, the Optionee has provided the Company

with a signed risk acknowledgement form in the form attached as Appendix “B” to this Questionnaire (YOU MUST ALSO COMPLETE AND SIGNAPPENDIX “B” TO THIS QUESTIONNAIRE THAT STARTS ON PAGE C-11) , or

(c) if the Optionee is resident in the Province of Saskatchewan or is subject to the securities laws of the Province of Saskatchewan, and the Optionee is relying on

the indicated criterion as set out in subsections C(a)(ii) or C(a)(iii) if the distribution is based in whole or in part on a close personal friendship or a closebusiness association, the Optionee has provided the Company with a signed risk acknowledgement form in the form attached as Appendix “C” to thisQuestionnaire (YOU MUST ALSO COMPLETE AND SIGN APPENDIX “C” TO THIS QUESTIONNAIRE THAT STARTS ON PAGE C-14 ); or

For the purposes of this Questionnaire and the appendices attached hereto: (a) an issuer is “ affiliated ” with another issuer if

(i) one of them is the subsidiary of the other, or (ii) each of them is controlled by the same person;

(b) “ control person ” means (i) a person who holds a sufficient number of the voting rights attached to all outstanding voting securities of an issuer to affect materially the

control of the issuer, or (ii) each person in a combination of persons, acting in concert by virtue of an agreement, arrangement, commitment or understanding, which holds

in total a sufficient number of the voting rights attached to all outstanding voting securities of an issuer to affect materially the control of theissuer, and, if a person or combination of persons holds more than 20% of the voting rights attached to all outstanding voting securities of anissuer, the person or combination of persons is deemed, in the absence of evidence to the contrary, to hold a sufficient number of the votingrights to affect materially the control of the issuer;

C- 4

(c) “ director ” means

(i) a member of the board of directors of a company or an individual who performs similar functions for a company, and

(ii) with respect to a person that is not a company, an individual who performs functions similar to those of a director of a company;

(d) “ executive officer ” means, for an issuer, an individual who is

(i) a chair, vice-chair or president,

(ii) a vice-president in charge of a principal business unit, division or function including sales, finance or production, or

(iii) performing a policy-making function in respect of the issuer;

(e) “ financial assets ” means

(i) cash,

(ii) securities, or

(iii) a contract of insurance, a deposit or an evidence of a deposit that is not a security for the purposes of securities legislation;

(f) “ foreign jurisdiction ” means a country other than Canada or a political subdivision of a country other than Canada; (j) “ individual ” means a natural person, but does not include

(i) a partnership, unincorporated association, unincorporated syndicate, unincorporated organization or trust, or

(ii) a natural person in the person’s capacity as a trustee, executor, administrator or personal or other legal representative;

(k) “ jurisdiction ” or “jurisdiction of Canada” means a province or territory of Canada except when used in the term foreign jurisdiction;

(l) “ person ” includes

(i) an individual;

(ii) a corporation;

(iii) a partnership, trust, fund and an association, syndicate, organization or other organized group of persons, whether incorporated or not; and

(iv) an individual or other person in that person’s capacity as a trustee, executor, administrator or personal or other legal representative;

(m) “ related liabilities ” means

(i) liabilities incurred or assumed for the purpose of financing the acquisition or ownership of financial assets, or

(ii) liabilities that are secured by financial assets; and

C- 5

(n) “ spouse ” means, an individual who,

(i) is married to another individual and is not living separate and apart within the meaning of the Divorce Act (Canada), from the other individual,

(ii) is living with another individual in a marriage-like relationship, including a marriage-like relationship between individuals of the same gender,or

(iii) in Alberta, is an individual referred to in paragraph (i) or (ii), or is an adult interdependent partner within the meaning of the AdultInterdependent Relationships Act (Alberta).

Guidance On Accredited Investor Exemptions for Individuals An individual accredited investor is an individual:

(a) who, either alone or with a spouse, beneficially owns financial assets (please see the guidance below regarding what financial assets are) having anaggregate realizable value that. before taxes but net of any related liabilities (please see the guidance below regarding what related liabilities are), exceeds$1,000,000;

(b) whose net income before taxes exceeded $200,000 in each of the 2 most recent calendar years or whose net income before taxes combined with that of a

spouse exceeded $300,000 in each of the 2 most recent calendar years and who, in either case, reasonably expects to exceed that net income level in thecurrent calendar year;

(c) who, either alone or with a spouse, has net assets (please see the guidance below regarding calculating net assets) of at least $5,000,000; and (d) who beneficially owns financial assets (please see the guidance below regarding what financial assets are) having an aggregate realizable value that,

before taxes but net of any related liabilities (please see the guidance below regarding what related liabilities are), exceeds $5,000,000.

The monetary thresholds above are intended to create bright-line standards. Optionees who do not satisfy these monetary thresholds do not qualify as accreditedinvestors. Spouses Sections (a), (b) and (c) above are designed to treat spouses as a single investing unit, so that either spouse qualifies as an accredited investor if the combinedfinancial assets of both spouses exceed $1,000,000, the combined net income of both spouses exceeds $300,000, or the combined net assets of both spouses exceed$5,000,000. Section (d) above does not treat spouses as a single investing unit. If the combined net income of both spouses does not exceed $300,000, but the net income of one of the spouses exceeds $200,000, only the spouse whose netincome exceeds $200,000 qualifies as an accredited investor. Financial Assets and Related Liabilities For the purposes of Sections (a) and (d) above, “ financial assets ” means: (1) cash, (2) securities, or (3) a contract of insurance, a deposit or an evidence of adeposit that is not a security for the purposes of securities legislation. These financial assets are generally liquid or relatively easy to liquidate. The value of aoptionee’s personal residence is not included in a calculation of financial assets. The calculation of financial assets must exclude “ related liabilities ”, meaning: (1) liabilities incurred or assumed for the purpose of financing the acquisition orownership of financial assets, or (2) liabilities that are secured by financial assets.

C- 6 As a general matter, it should not be difficult to determine whether financial assets are beneficially owned by an individual, an individual’s spouse, or both, in anyparticular instance. However, in the case where financial assets are held in a trust or in another type of investment vehicle for the benefit of an individual, theremay be questions as to whether the individual beneficially owns the financial assets. The following factors are indicative of beneficial ownership of financialassets: ● physical or constructive possession of evidence of ownership of the financial asset; ● entitlement to receipt of any income generated by the financial asset; ● risk of loss of the value of the financial asset; and ● the ability to dispose of the financial asset or otherwise deal with it as the individual sees fit. For example, securities held in a self-directed RRSP for the sole benefit of an individual are beneficially owned by that individual. In general, financial assets in a spousal RRSP can be included for the purposes of the $1,000,000 financial asset test in Section (a) above because Section (a) takesinto account financial assets owned beneficially by a spouse. However, financial assets in a spousal RRSP cannot be included for purposes of the $5,000,000financial asset test in Section (d) above. Financial assets held in a group RRSP under which the individual does not have the ability to acquire the financial assets and deal with them directly do not meetthe beneficial ownership requirements in either Sections (a) or (d) above. Guidance on Close Personal Friend and Close Business Associate Determination A “ close personal friend ” of a director, executive officer, founder or control person of an issuer is an individual who knows the director, executive officer,founder or control person well enough and has known them for a sufficient period of time to be in a position to assess their capabilities and trustworthiness and toobtain information from them with respect to the investment. The following factors are relevant to this determination:

(a) the length of time the individual has known the director, executive officer, founder or control person, (b) the nature of the relationship between the individual and the director, executive officer, founder or control person including such matters as the frequency

of contacts between them and the level of trust and reliance in the other circumstances, and (c) the number of “close personal friends” of the director, executive officer, founder or control person to whom securities have been distributed in reliance on

the private issuer exemption or the family, friends and business associates exemption.

An individual is not a close personal friend solely because the individual is:

(a) a relative, (b) a member of the same club, organization, association or religious group, (c) a co-worker, colleague or associate at the same workplace, (d) a client, customer, former client or former customer, (e) a mere acquaintance, or (f) connected through some form of social media, such as Facebook, Twitter or LinkedIn.

C- 7

The relationship between the individual and the director, executive officer, founder or control person must be direct. For example, the exemption is not available toa close personal friend of a close personal friend of a director of the issuer. Further, a relationship that is primarily founded on participation in an internet forum isnot considered to be that of a close personal friend. A “ close business associate ” is an individual who has had sufficient prior business dealings with a director, executive officer, founder or control person of theissuer to be in a position to assess their capabilities and trustworthiness and to obtain information from them with respect to the investment. The following factors are relevant to this determination:

(a) the length of time the individual has known the director, executive officer, founder or control person, (b) the nature of any specific business relationships between the individual and the director, executive officer, founder or control person, including, for each

relationship, when it began, the frequency of contact between them and when it terminated if it is not ongoing, and the level of trust and reliance in theother circumstances,

(c) the nature and number of any business dealings between the individual and the director, executive officer, founder or control person, the length of the

period during which they occurred, and the nature and date of the most recent business dealing, and (d) the number of “close business associates” of the director, executive officer, founder or control person to whom securities have been distributed in reliance

on the private issuer exemption or the family, friends and business associates exemption.

An individual is not a close business associate solely because the individual is:

(a) a member of the same club, organization, association or religious group, (b) a co-worker, colleague or associate at the same workplace, (c) a client, customer, former client or former customer, (d) a mere acquaintance, or (e) connected through some form of social media, such as Facebook, Twitter or LinkedIn.

The relationship between the individual and the director, executive officer, founder or control person must be direct. For example, the exemptions are not availablefor a close business associate of a close business associate of a director of the issuer. Further, a relationship that is primarily founded on participation in an internetforum is not considered to be that of a close business associate. The Optionee acknowledges and agrees that, in addition to resale restrictions imposed under U.S. securities laws, there are additional restrictions on the Optionee’sability to resell the Securities under Canadian securities laws and National Instrument 45-102 as adopted by the Canadian Securities Administrators; The Optionee agrees that the above representations and warranties will be true and correct both as of the execution of this Questionnaire acknowledges that theywill survive the completion of the issue of the Option.

C- 8 The Optionee acknowledges that the foregoing representations and warranties are made by the Optionee with the intent that they be relied upon in determining thesuitability of the Optionee to acquire the Options and that this Questionnaire is incorporated into and forms part of the Agreement and the undersigned undertakesto immediately notify the Company of any change in any statement or other information relating to the Optionee set forth herein which takes place prior to theclosing time of the grant of the Options. The Optionee undertakes to immediately notify the Company of any change in any statement or other information relating to the Optionee set forth in theAgreement or in this Questionnaire which takes place prior to the issuance of the Options. By completing this Questionnaire, the Optionee authorizes the indirect collection of this information by each applicable regulatory authority or regulatorand acknowledges that such information is made available to the public under applicable laws. DATED as of ________ day of _________________, 20____. Print Name of Optionee Signature

C- 9

APPENDIX “A” TO CANADIAN QUESTIONNAIRE

Form 45-106F9

WARNING!

This investment is risky. Don’t invest unless you can afford to lose all the money you pay for this investment. SECTION 1 TO BE COMPLETED BY THE ISSUER OR SELLING SECURITY HOLDER1. About your investmentType ofsecurities: StockOptions

Issuer: ICOX INNOVATIONS INC. (the “ Issuer ”)

Purchased from: The Issuer.SECTIONS 2 TO 4 TO BE COMPLETED BY THE PURCHASER2. Risk acknowledgement

This investment is risky. Initial that you understand that:Your initials

Risk of loss – You could lose your entire investment of US$ . [Instruction: Insert the total dollar amount of the investment.] Liquidity risk – You may not be able to sell your investment quickly – or at all. Lack of information – You may receive little or no information about your investment. Lack of advice – You will not receive advice from the salesperson about whether this investment is suitable for you unless the salesperson isregistered. The salesperson is the person who meets with, or provides information to, you about making this investment. To check whether thesalesperson is registered, go to www.aretheyregistered.ca .

3. Accredited investor statusYou must meet at least one of the following criteria to be able to make this investment. Initial the statement that applies to you. (You may initial morethan one statement.) The person identified in section 6 is responsible for ensuring that you meet the definition of accredited investor. That person, orthe salesperson identified in section 5, can help you if you have questions about whether you meet these criteria.

Your initials

● Your net income before taxes was more than $200,000 in each of the 2 most recent calendar years, and you expect it to be more

than $200,000 in the current calendar year. (You can find your net income before taxes on your personal income tax return.)

● Your net income before taxes combined with your spouse’s was more than $300,000 in each of the 2 most recent calendar years,and you expect your combined net income before taxes to be more than $300,000 in the current calendar year.

● Either alone or with your spouse, you own more than $1 million in cash and securities, after subtracting any debt related to thecash and securities.

● Either alone or with your spouse, you have net assets worth more than $5 million. (Your net assets are your total assets (includingreal estate) minus your total debt.)

C- 10 4. Your name and signatureBy signing this form, you confirm that you have read this form and you understand the risks of making this investment as identified in this form.First and last name (please print):Signature: Date:SECTION 5 TO BE COMPLETED BY THE SALESPERSON5. Salesperson information[Instruction: The salesperson is the person who meets with, or provides information to, the purchaser with respect to making this investment. That could includea representative of the issuer or selling security holder, a registrant or a person who is exempt from the registration requirement.]First and last name of salesperson (please print):Telephone: Email:Name of firm (if registered):SECTION 6 TO BE COMPLETED BY THE ISSUER OR SELLING SECURITY HOLDER6. For more information about this investmentICOX INNOVATIONS INC.4101 Redwood Avenue, Building F Los Angeles, CA 90066Attn: Michael BlumTelephone: 213.675.5300Email: [email protected] For more information about prospectus exemptions, contact your local securities regulator. You can find contact information at www.securities-administrators.ca .

Form instructions: 1. This form does not mandate the use of a specific font size or style but the font must be legible 2. The information in sections 1, 5 and 6 must be completed before the purchaser completes and signs the form. 3. The purchaser must sign this form. Each of the purchaser and the issuer or selling security holder must receive a copy of this form signed by the purchaser.

The issuer or selling security holder is required to keep a copy of this form for 8 years after the distribution.

C- 11

APPENDIX “B” TO CANADIAN QUESTIONNAIRE Form 45-106F12

RISK ACKNOWLEDGEMENT FORM FOR FAMILY, FRIEND AND

BUSINESS ASSOCIATE INVESTORS

WARNING!

This investment is risky. Don’t invest unless you can afford to lose all the money you pay for this investment. SECTION 1 TO BE COMPLETED BY THE ISSUER1. About your investmentType of securities: Stock Options Issuer: ICOX Innovations Inc. (the “ Issuer ”)SECTIONS 2 TO 4 TO BE COMPLETED BY THE PURCHASER2. Risk acknowledgementThis investment is risky. Initial that you understand that: Your

initialsRisk of loss – You could lose your entire investment of US$______________. [Instruction: Insert the total dollar amount of the investment.] Liquidity risk – You may not be able to sell your investment quickly – or at all. Lack of information – You may receive little or no information about your investment. The information you receive may be limited to theinformation provided to you by the family member, friend or close business associate specified in section 3 of this form. 3. Family, friend or business associate statusYou must meet one of the following criteria to be able to make this investment. Initial the statement that applies to you: Your

initialsA) You are: 1) [check all applicable boxes] [ ] a director of the issuer or an affiliate of the issuer [ ] an executive officer of the issuer or an affiliate of the issuer [ ] a control person of the issuer or an affiliate of the issuer [ ] a founder of the issuer OR 2) [check all applicable boxes] [ ] a person of which a majority of the voting securities are beneficially owned by, or a majority of the directors are, (i) individuals listed in (1)

above and/or (ii) family members, close personal friends or close business associates of individuals listed in (1) above

[ ] a trust or estate of which all of the beneficiaries or a majority of the trustees or executors are (i) individuals listed in (1) above and/or (ii)

family members, close personal friends or close business associates of individuals listed in (1) above

C- 12 B) You are a family member of _____________________________________ [Instruction: Insert the nameof the person who is your relative either directly or through his or her spouse] , who holds the following position at the issuer or an affiliate of theissuer:____________________________________________. You are the __________________ of that person or that person’s spouse. [Instruction: To qualify for this investment, you must be (a) the spouse of the person listed above or (b) the parent, grandparent, brother, sister, child orgrandchild of that person or that person’s spouse.]

C) You are a close personal friend of ___________________________ [Instruction: Insert the name of your close personal friend] , who holds thefollowing position at the issuer or an affiliate of the issuer: ________________________________. You have known that person for ________ years.

D) You are a close business associate of _______________________________________ [Instruction: Insert the name of your close business associate] ,who holds the following position at the issuer or an affiliate of the issuer: ________________________. You have known that person for ________ years.

4. Your name and signatureBy signing this form, you confirm that you have read this form and you understand the risks of making this investment as identified in this form. Youalso confirm that you are eligible to make this investment because you are a family member, close personal friend or close business associate of theperson identified in section 5 of this form.

First and last name (please print):Signature: Date:SECTIONS 5 TO BE COMPLETED BY PERSON WHO CLAIMS THE CLOSE PERSONAL RELATIONSHIP, IF APPLICABLE5. Contact person at the issuer or an affiliate of the issuer[Instruction: To be completed by the director, executive officer, control person or founder with whom the purchaser has a close personal relationship indicatedunder sections 3B, C or D of this form.] By signing this form, you confirm that you have, or your spouse has, the following relationship with the purchaser: [check the box that applies]

[ ] family relationship as set out in section 3B of this form

[ ] close personal friendship as set out in section 3C of this form

[ ] close business associate relationship as set out in section 3D of this formFirst and last name of contact person (please print):Position with the issuer or affiliate of the issuer (director, executive officer, control person or founder):Telephone: Email:Signature: Date:

C- 13 SECTIONS 6 TO BE COMPLETED BY THE ISSUER6. For more information about this investment ICOX INNOVATIONS INC. 4101 Redwood Avenue, Building F

Los Angeles, CA 90066 Attn: Michael Blum Telephone: 213.675.5300 Email: [email protected] For more information about prospectus exemptions, contact your local securities regulator. You can find contact information at www.securities-administrators.ca. Signature of executive officer of the issuer (other than the purchaser): Date:

Form instructions:

1. This form does not mandate the use of a specific font size or style but the font must be legible.

2. The information in sections 1, 5 and 6 must be completed before the purchaser completes and signs the form .

3. The purchaser, an executive officer who is not the purchaser and, if applicable, the person who claims the close personal relationship to the purchasermust sign this form. Each of the purchaser, contact person at the issuer and the issuer must receive a copy of this form signed by the purchaser. Theissuer is required to keep a copy of this form for 8 years after the distribution.

4. The detailed relationships required to purchase securities under this exemption are set out in section 2.5 of National Instrument 45-106 Prospectus and

Registration Exemptions. For guidance on the meaning of “close personal friend” and “close business associate”, please refer to sections 2.7 and 2.8,respectively, of Companion Policy 45-106CP Prospectus and Registration Exemptions.

C- 14

APPENDIX “C” TO CANADIAN QUESTIONNAIRE

Form 45-106F5

RISK ACKNOWLEDGEMENT SASKATCHEWAN CLOSE PERSONAL FRIENDS AND CLOSE BUSINESS ASSOCIATES

You are buying Exempt Market Securities. They are called exempt market securities because two parts of securities law do not apply to them. If an issuer wantsto sell exempt market securities to you:

● the issuer does not have to give you a prospectus (a document that describes the investment in detail and gives you some legal protections), and ● the securities do not have to be sold by an investment dealer registered with a securities regulatory authority or regulator.

There are restrictions on your ability to resell exempt market securities . Exempt market securities are more risky than other securities. You may not receive any written information about the issuer or its business. If you have any questions about the issuer or its business, ask for writtenclarification before you purchase the securities. You should consult your own professional advisers before investing in the securities. The securities you are buying are not listed . The securities you are buying are not listed on any stock exchange, and they may never be listed. There may be nomarket for these securities. You may never be able to sell these securities. For more information on the exempt market, refer to the Saskatchewan Financial Services Commission’s website at http://www.sfsc.gov.sk.ca . [Instruction: The purchaser must sign 2 copies of this form. The purchaser and the issuer must each receive a signed copy.]

D- 1

SCHEDULE D

UNITED STATES ACCREDITED INVESTOR QUESTIONNAIRE

Capitalized terms used in this United States Accredited Investor Questionnaire (this “ Questionnaire ”) and not specifically defined have the meaning ascribed tothem in the Stock Option Agreement between the undersigned (the “ Optionee ”) and ICOX Innovations Inc. (the “ Company ”) to which this Schedule D isattached. All dollar amounts referred to in this Questionnaire are in lawful money of the United States, unless otherwise indicated. The Optionee covenants, represents and warrants to the Company that he or she satisfies one or more of the categories of “Accredited Investors”, as defined byRegulation D promulgated under the Securities Act of 1933 (the “Securities Act” ), as indicated below: (Please initial in the space provide those categories, if any,of an “Accredited Investor” which the Optionee satisfies) ______ Category 1 An organization described in Section 501(c)(3) of the United States Internal Revenue Code, a corporation, a Massachusetts or similar

business trust or partnership, not formed for the specific purpose of acquiring the Securities, with total assets in excess of $5,000,000; ______ Category 2 A natural person whose individual net worth, or joint net worth with that person’s spouse, exceeds $1,000,000. For purposes of this

Category 2, “net worth” means the excess of total assets at fair market value (including personal and real property, but excluding theestimated fair market value of a person’s primary home) over total liabilities. Total liabilities excludes any mortgage on the primaryhome in an amount of up to the home’s estimated fair market value as long as the mortgage was incurred more than 60 days before theSecurities are acquired, but includes (i) any mortgage amount in excess of the home’s fair market value and (ii) any mortgage amountthat was borrowed during the 60-day period before the date of the acquisition of Securities for the purpose of investing in theSecurities;

______ Category 3 A natural person who had an individual income in excess of $200,000 in each of the two most recent years or joint income with that

person’s spouse in excess of $300,000 in each of those years and has a reasonable expectation of reaching the same income level in thecurrent year;

______ Category 4 A “bank” as defined under Section (3)(a)(2) of the Securities Act or savings and loan association or other institution as defined in

Section 3(a)(5)(A) of the Securities Act acting in its individual or fiduciary capacity; a broker dealer registered pursuant to Section 15of the Securities Exchange Act of 1934 (United States); an insurance company as defined in Section 2(13) of the Securities Act; aninvestment company registered under the Investment Company Act of 1940 (United States) or a business development company asdefined in Section 2(a)(48) of such Act; a Small Business Investment Company licensed by the U.S. Small Business Administrationunder Section 301(c) or (d) of the Small Business Investment Act of 1958 (United States); a plan with total assets in excess of$5,000,000 established and maintained by a state, a political subdivision thereof, or an agency or instrumentality of a state or a politicalsubdivision thereof, for the benefit of its employees; an employee benefit plan within the meaning of the Employee Retirement IncomeSecurity Act of 1974 (United States) whose investment decisions are made by a plan fiduciary, as defined in Section 3(21) of such Act,which is either a bank, savings and loan association, insurance company or registered investment adviser, or if the employee benefitplan has total assets in excess of $5,000,000, or, if a self-directed plan, whose investment decisions are made solely by persons that areaccredited investors;

D- 2 ______ Category 5 A private business development company as defined in Section 202(a)(22) of the Investment Advisers Act of 1940 (United States); ______ Category 6 A director or executive officer of the Company; ______ Category 7 A trust with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the Securities, whose purchase is

directed by a sophisticated person as described in Rule 506(b)(2)(ii) under the Securities Act; ______ Category 8 An entity in which all of the equity owners satisfy the requirements of one or more of the foregoing categories;

Note that the Optionee claiming to satisfy one of the above categories of Accredited Investor may be required to supply the Company with a balance sheet, prioryears’ federal income tax returns or other appropriate documentation to verify and substantiate the Optionee’s status as an Accredited Investor. If the Optionee is an entity which initialled the last category in reliance upon the Accredited Investor categories above, state the name, address, total personalincome from all sources for the previous calendar year, and the net worth (exclusive of home, home furnishings and personal automobiles) for each equity ownerof the said entity: All information contained in this Questionnaire will be treated as confidential. However, by signing and returning this Questionnaire, the Optionee agrees that, ifnecessary, this Questionnaire may be presented to such parties as the Company deems appropriate to establish the availability, under the Securities Act orapplicable state securities law, of exemption from registration in connection with the issuance of the Securities hereunder. By completing this Questionnaire, the Optionee authorizes the indirect collection of this information by each applicable regulatory authority or regulatorand acknowledges that such information is made available to the public under applicable laws. DATED as of _______ day of _________________, 20____. Print Name of Optionee Signature Social Security/Tax I.D. No.

E- 1

SCHEDULE E

UNITED STATES NON-ACREDITED INVESTOR QUESTIONNAIRE

Capitalized terms used in this United States Non-Accredited Investor Questionnaire (this “ Questionnaire ”) and not specifically defined have the meaningascribed to them in the Stock Option Agreement between the undersigned (the “ Optionee ”) and ICOX Innovations Inc. (the “ Company ”) to which thisSchedule E is attached. All dollar amounts referred to in this Questionnaire are in lawful money of the United States, unless otherwise indicated. The purpose of this Questionnaire is to assure the Company that the Optionee will meet the standards imposed by the Securities Act of 1933 (the “Securities Act”) and the appropriate exemptions of applicable state securities laws. The Company will rely on the information contained in this Questionnaire for the purposes ofsuch determination. The Option and the Optioned Shares (together, the “Securities” ) will not be registered under the Securities Act and has been issued inreliance upon the exemption from registration afforded by Section 3(b) and/or Section 4(a)(2) of the Securities Act and/or Regulation D promulgated thereunder.This Questionnaire is not an offer of any securities of the Company in any state other than those specifically authorized by the Company. Please attach additional pages if necessary to answer any question fully. REPRESENTATIONS OF OPTIONEE This item is presented in alternative form. Please initial in the space provided the applicable alternative. _____ ALTERNATIVE ONE: The Optionee covenants, represents and warrants to the Company that he or she has such knowledge and experience in financial

and business matters that he or she is capable of evaluating the relative merits and risks of an investment in the Securities and Company and is notutilizing a purchaser representative in connection with evaluating such merits and risks. The Optionee is providing evidence of its knowledge andexperience in these matters through the information requested below in this Questionnaire.

_____ ALTERNATIVE TWO: The Optionee covenants, represents and warrants to the Company that he or she has chosen to use the services of a purchaser

representative acceptable to the Optionee in connection with the Optionee’s acquisition of the Securities. The Optionee hereby acknowledges that theperson named below is his or her purchaser representative who will assist and advise the Optionee in evaluating the merits and risks of an investment inthe Securities and the Company and affirms that such purchaser representative has previously disclosed in writing any material relationship that existsbetween the purchaser representative (or its affiliates) and the Company (or its affiliates) that is mutually understood to be contemplated, or that hasexisted at any time during the previous two years, and any compensation received or to be received as a result of such relationship.

(name of Purchaser Representative) (address of Purchaser Representative) If the Optionee utilizes a purchaser representative, this Questionnaire must be accompanied by a completed and signed purchaser representative

Questionnaire, a copy of which can be obtained from the Company upon request.

E- 2 FOR INDIVIDUAL INVESTORS 1. Name: 2. Residential Address & Telephone Number: 3. Length of Residence in State of Residence: 4. U.S. Citizen: _____ Yes _____ No 5. Social Security Number: 6. Business Address & Telephone Number: 7. Preferred Mailing Address: _____ Residence _____ Business 8. Date of Birth: 9. Employer and Position: 10. Name of Business: 11. Business or Professional Education and Degrees: School Degree Year Received 12. Prior Employment (last 5 years): Employer Nature of Duties Dates of Employment

E- 3 13. Relationship to the Company, if any: ________________________________________________________ 14. Is the Optionee an officer of director of a publicly-held company?

____ Yes ____ No

If yes, specify company: __________________________________________________________________

15. Does the Optionee beneficially own 10% or more of the voting securities of a publicly-held company?

____ Yes _____ No


16. Within the last 5 years, has the Optionee personally invested in investments sold by means of private placements in reliance on exemptions from registrationunder the Securities Act and state securities laws?

____ Yes _____ No

17. Prior investments by the Optionee which were purchased in reliance on exemptions from registration under the Securities Act and State securities laws (initial

the highest number applicable):

Amount (Cumulative)

Real Estate: Up to $50,000 to OverNone: _____ $50,000 _____ $250,000 _____ $250,000 _____

Securities: Up to $50,000 to Over

None: _____ $50,000 _____ $250,000 _____ $250,000 _____ Other: Up to $50,000 to Over

None: _____ $50,000 _____ $250,000 _____ $250,000 _____

18. Does the Optionee consider itself to be an experienced and sophisticated investor?

____ Yes _____ No

If so, please provide evidence of investment sophistication and/or experience:

19. Does the Optionee, or any person authorized to execute this Questionnaire, consider itself to have such knowledge of the Company and its business and such

experience in financial and business matters to enable it to evaluate the merits and risks of an investment in the Securities and the Company, should theOptionee be given an opportunity to so invest?

____ Yes _____ No

E- 4 20. If the Optionee is an individual, please indicate the Optionee’s and his/her spouse’s combined gross income during the preceding two years (initial the highest

number applicable):

2017 2016 _____ Less than $75,000 _____ Less than $75,000 _____ $75,001 to $100,000 _____ $75,001 to $100,000 _____ $100,001 to $200,000 _____ $100,001 to $200,000 _____ $200,001 to $300,000 _____ $200,001 to $300,000 _____ $Over $300,000 _____ $Over $300,000

21. If the Optionee is an individual, please indicate the Optionee’s and his/her spouse’s combined estimated net worth (exclusive of home, home furnishings

and personal automobiles) (initial the highest number applicable):

_____ Less than $100,000 _____ $300,0001 to $500,000 _____ $100,001 to $200,000 _____ $500,001 to $1,000,000 _____ $200,001 to $300,000 _____ Over $1,000,000

22. Regardless of the amount of the proposed investment:

(a) Will the Optionee’s proposed investment exceed 10% of its individual net worth, or the Optionee’s joint net worth with its spouse as determined inparagraph 21 above?

____ Yes _____ No

(b) Will the Optionee be able to bear the economic risk of its investment in this transaction?

____ Yes _____ No

23. Please provide answers to the following questions. (a) State total assets of the Optionee, including cash, stocks and bonds, automobiles, real estate, and any other assets: $ (b) State total liabilities of the Optionee including real estate indebtedness, accounts payable, taxes payable and any other liabilities: $ (c) State annual income of the Optionee including salary, securities income, rental income and any other income: $

E- 5 (d) State annual expenses of the Optionee, excluding ordinary living expenses, including real estate payments, rent, property taxes and other expenses: $ (e) Does the Optionee expect the amount of its assets, liabilities, income and expenses, as stated above, to be subject to significant change in the future:

____ Yes _____ No

If yes, explain: All information contained in this Questionnaire will be treated as confidential. However, by signing and returning this Questionnaire, the Optionee agrees that, ifnecessary, this Questionnaire may be presented to such parties as the Company deems appropriate to establish the availability, under the Securities Act orapplicable state securities law, of exemption from registration in connection with the issuance of the Securities hereunder. By completing this Questionnaire, the Optionee authorizes the indirect collection of this information by each applicable regulatory authority or regulatorand acknowledges that such information is made available to the public under applicable laws. DATED as of _______ day of __________, 20____. Print Name of Optionee Signature Social Security/Tax I.D. No.

F- 1

SCHEDULE F

ACKNOWLEDGEMENTS AND REPRESENTATIONS AND WARRANTIES OF THE OPTIONEE Capitalized terms used in this Acknowledgements and Representations and Warranties of the Optionee and not specifically defined have the meaning ascribed tothem in the Stock Option Agreement between the undersigned (the “ Optionee ”) and ICOX Innovations Inc. (the “ Company ”) to which this Schedule F isattached. The Optionee acknowledges and agrees that:

(a) the Securities have not been registered under the 1933 Act or under any state securities or “blue sky” laws of any state of the United States, and arebeing offered only in a transaction not involving any public offering within the meaning of the 1933 Act, and, unless so registered, may not beoffered or sold in the United States or to U.S. Persons, except pursuant to an effective registration statement under the 1933 Act, or pursuant to anexemption from, or in a transaction not subject to, the registration requirements of the 1933 Act, and in each case only in accordance with applicablestate securities laws;

(b) the Company will refuse to register any transfer of the Securities not made in accordance with the provisions of Regulation S, pursuant to an effective

registration statement under the 1933 Act or pursuant to an available exemption from, or in a transaction not subject to, the registration requirementsof the 1933 Act;

(c) the decision to execute this Agreement and acquire the Securities hereunder has not been based upon any oral or written representation as to fact or

otherwise made by or on behalf of the Company and such decision is based solely upon a review of publicly available information regarding theCompany that is available on the website of the United States Securities and Exchange Commission (the “ SEC ”) at www.sec.gov (the “CompanyInformation” );

(d) there are risks associated with an investment in the Securities; (e) the Optionee and the Optionee’s advisor(s) (if applicable) have had a reasonable opportunity to ask questions of and receive answers from the

Company in connection with the distribution of the Securities hereunder, and to obtain additional information, to the extent possessed or obtainablewithout unreasonable effort or expense, necessary to verify the accuracy of the information about the Company;

(f) the books and records of the Company were available upon reasonable notice for inspection, subject to certain confidentiality restrictions, by the

Optionee during reasonable business hours at its principal place of business, and all documents, records and books in connection with the distributionof the Securities hereunder have been made available for inspection by the Optionee, the Optionee’s attorney and/or advisor(s) (if applicable);

(g) the Company, its officers, directors, counsel and agents are entitled to rely upon the truth and accuracy of the acknowledgements, representations,

warranties, statements, answers, covenants and agreements contained in this Agreement and agrees that if any of such acknowledgements,representations, warranties, statements, answers, covenants, and agreements should become, by the passage of time after the date of this Agreement,no longer accurate or should be breached, the Optionee shall promptly notify the Company, and the Optionee will hold harmless the Company fromany loss or damage it may suffer as a result of the Optionee’s failure to correctly complete or comply with the terms of this Agreement;

F- 2 (h) the Optionee has been advised to consult its own legal, tax and other advisors with respect to the merits and risks regarding the exercise of the

Options and the issuance of the Optioned Shares and with respect to applicable resale restrictions and it is solely responsible (and the Company is innot any way responsible) for compliance with applicable resale restrictions;

(i) the Company has advised the Optionee that the Company is relying on an exemption from the registration and prospectus requirements of applicable

securities laws and, as a consequence of acquiring the Securities pursuant to this exemption, certain protections, rights and remedies provided by theapplicable securities laws, including statutory rights of rescission or damages, will not be available to the Optionee;

(j) the Optionee will indemnify and hold harmless the Company and, where applicable, its directors, officers, employees, agents, advisors and

shareholders, from and against any and all loss, liability, claim, damage and expense whatsoever (including, but not limited to, any and all fees, costsand expenses whatsoever reasonably incurred in investigating, preparing or defending against any claim, lawsuit, administrative proceeding orinvestigation whether commenced or threatened) arising out of or based upon any representation or warranty of the Optionee contained herein or inany document furnished by the Optionee to the Company in connection herewith being untrue in any material respect or any breach or failure by theOptionee to comply with any covenant or agreement made by the Optionee to the Company in connection therewith;

(k) the Securities are not listed on any stock exchange or automated dealer quotation system and no representation has been made to the Optionee that

any of the Securities will become listed on any stock exchange or automated dealer quotation system, except that currently certain market makersmake market in the shares of the Company’s common stock on the OTC Pink;

(l) neither the SEC nor any other securities commission or similar regulatory authority has reviewed or passed on the merits of the Securities; (m) no documents in connection with this Agreement have been reviewed by the SEC or any state securities administrators; (n) there is no government or other insurance covering any of the Securities; and (o) this Agreement is not enforceable by the Optionee unless it has been accepted by the Company.

REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE OPTIONEE The Optionee hereby represents and warrants to and covenants with the Company (which representations, warranties and covenants shall survive the closing) that:

(a) the Optionee is a bona fide director, officer, employee, independent contractor or consultant of the Company, Parent or Subsidiary; (b) unless the Optionee has completed Schedule D or E, the Optionee is not acquiring the Securities for the account or benefit of, directly or indirectly,

any U.S. Person; (b) unless the Optionee has completed Schedule D or E, the Optionee is not a U.S. Person; (c) the acquisition of the Securities by the Optionee as contemplated in this Agreement complies with or is exempt from the applicable securities

legislation of the jurisdiction of residence of the Optionee;

F- 3 (d) the Optionee has not acquired or is not acquiring the Securities as a result of, and will not itself engage in, any “directed selling efforts” (as defined in

Regulation S under the 1933 Act) in the United States in respect of the Securities which would include any activities undertaken for the purpose of,or that could reasonably be expected to have the effect of, conditioning the market in the United States for the resale of the Securities; provided,however, that the Optionee may sell or otherwise dispose of the Securities pursuant to registration thereof under the 1933 Act and any applicablestate and provincial securities laws or under an exemption from such registration requirements;

(e) unless the Optionee has completed Schedule D or E, the Optionee is outside the United States when receiving and executing this Agreement and is

acquiring the Securities as principal for the Optionee’s own account, for investment purposes only, and not with a view to, or for, resale, distributionor fractionalisation thereof, in whole or in part, and, in particular, it has no intention to distribute either directly or indirectly any of the Securities inthe United States or to U.S. Persons, and no other person has a direct or indirect beneficial interest in such Securities;

(f) if the Optionee is not resident in the United States or Canada, the Optionee:

(i) is knowledgeable of, or has been independently advised as to, the applicable securities laws of the securities regulators having application in thejurisdiction in which the Optionee is resident (the “ International Jurisdiction ”) which would apply to the granting of the Option and the issue,sale or resale of the Optioned Shares;

(ii) the Optionee is acquiring the Option or the Optioned Shares pursuant to exemptions from prospectus or equivalent requirements underapplicable securities laws or, if such is not applicable, the Optionee is permitted to acquire the Option or the Optioned Shares under theapplicable securities laws of the securities regulators in the International Jurisdiction without the need to rely on any exemptions;

(iii) the applicable securities laws of the authorities in the International Jurisdiction do not require the Company to make any filings or seek anyapprovals of any kind whatsoever from any securities regulator of any kind whatsoever in the International Jurisdiction in connection with thegranting of the Option or the issue, sale or resale of the Optioned Shares; and

(iv) the granting of the Option or the issue, sale or resale of the Optioned Shares does not trigger: A. any obligation to prepare and file a prospectus or similar document, or any other report with respect to such purchase in the International

Jurisdiction; or

B. any continuous disclosure reporting obligation of the Optionee or the Company in the International Jurisdiction; and

(v) the Optionee will, if requested by the Company, deliver to the Company a certificate or opinion of local counsel from the InternationalJurisdiction which will confirm the matters referred to in subparagraphs (ii), (iii) and (iv) above to the satisfaction of the Company, actingreasonably;

(g) the Optionee has received and carefully read this Agreement and the Company Information;

F- 4 (h) the Optionee has received a brief description of the Securities and the Optionee understands that the proceeds from the exercise of the Options will be

used by the Company as working capital for general corporate purposes; (i) the Optionee has duly executed and delivered this Agreement and it constitutes a valid and binding agreement of the Optionee enforceable against the

Optionee in accordance with its terms; (j) the Optionee has the legal capacity and competence to enter into and execute this Agreement and to take all actions required pursuant hereto and, if

the Optionee is a corporation, it is duly incorporated and validly subsisting under the laws of its jurisdiction of incorporation and all necessaryapprovals by its directors, shareholders and others have been obtained to authorize execution and performance of this Agreement on behalf of theOptionee;

(k) the Optionee:

(i) has adequate net worth and means of providing for its 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 Securities for an indefinite period of time, and can afford the complete loss of suchinvestment;

(l) the Optionee has the requisite knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of theinvestment in the Securities and the Company, and the Optionee is providing evidence of such knowledge and experience in these matters through theinformation requested in this Agreement;

(m) the Optionee is aware that an investment in the Company is speculative and involves certain risks, including the possible loss of the investment, and

the Optionee has carefully read and considered the matters set forth under the caption “Risk Factors” appearing in the Company’s various disclosuredocuments, filed with the SEC;

(n) the entering into of this Agreement and the transactions contemplated hereby do not result in the violation of any of the terms and provisions of any

law applicable to, or, if applicable, the constating documents of, the Optionee, or of any agreement, written or oral, to which the Optionee may be aparty or by which the Optionee is or may be bound;

(o) the Optionee is purchasing the Securities for its own account for investment purposes only and not for the account of any other person and not for

distribution, assignment or resale to others, and no other person has a direct or indirect beneficial interest is such Securities, and the Optionee has notsubdivided his interest in the Securities with any other person;

(p) the Optionee is not an underwriter of, or dealer in, the shares of the Company’s common stock, nor is the Optionee participating, pursuant to a

contractual agreement or otherwise, in the distribution of the Securities; (q) the Optionee understands and agrees that the Company and others will rely upon the truth and accuracy of the acknowledgements, representations,

statements, answers and agreements contained in this Agreement, and agrees that if any of such acknowledgements, representations, statements,answers and agreements are no longer accurate or have been breached, the Optionee shall promptly notify the Company;

(r) the Optionee has made an independent examination and investigation of an investment in the Securities and the Company and has depended on the

advice of its legal and financial advisors and agrees that the Company will not be responsible in anyway whatsoever for the Optionee’s decision toacquire the Securities;

F- 5 (s) the Optionee is not aware of any advertisement of any of the Securities and is not acquiring the Securities as a result of any form of general

solicitation or general advertising including advertisements, articles, notices or other communications published in any newspaper, magazine orsimilar media or broadcast over radio or television, or any seminar or meeting whose attendees have been invited by general solicitation or generaladvertising;

(t) the Optionee has either (a) a pre-existing personal or business relationship with the Company or any of its partners, officers, directors, or controlling

persons consisting of personal or business contacts of a nature and duration which enable the Optionee to be aware of the character, business acumenand general business and financial circumstances of the Company or any such partner, officer, director, or controlling person with whom suchrelationship exists or (b) such business or financial expertise as to be able to protect the Otpionee’s own interests in connection with the acquisition ofthe Securities; and

(u) no person has made to the Optionee any written or oral representations:

(i) that any person will resell or repurchase any of the Securities,

(ii) that any person will refund the purchase price of any of the Securities,

(iii) as to the future price or value of any of the Securities, or

(iv) that any of the Securities will be listed and posted for trading on any stock exchange or automated dealer quotation system or that application hasbeen made to list and post any of the Securities of the Company on any stock exchange or automated dealer quotation system, except thatcurrently certain market makers make market in the shares of the Company’s common stock on the OTC Pink.

DATED as of ______ day of ______________, 20____. Print Name of Optionee Signature Social Security/Tax I.D. No.

INDEMNIFICATION AGREEMENT

This Indemnification Agreement (“ Agreement ”), dated as of May 17, 2018, is by and between ICOX INNOVATIONS INC. , a Nevada corporation (the “Company ”) and James Carter (the “ Indemnitee ”). WHEREAS: A. The Indemnitee is a director and/or an officer of the Company; B. Both the Company and the Indemnitee recognize the increased risk of litigation and other claims being asserted against directors and officers of publiccompanies; C. The board of directors of the Company (the “ Board ”) has determined that enhancing the ability of the Company to retain and attract as directors andofficers the most capable persons is in the best interests of the Company and that the Company therefore should seek to assure such persons that indemnificationand insurance coverage is available; and D. In recognition of the need to provide the Indemnitee with substantial protection against personal liability, in order to procure the Indemnitee’s continuedservice as a director and/or officer of the Company and to enhance the Indemnitee’s ability to serve the Company in an effective manner, and in order to providesuch protection pursuant to express contract rights (intended to be enforceable irrespective of, among other things, any amendment to the Company’s certificate ofincorporation or bylaws (collectively, the “ Constituent Documents ”), any change in the composition of the Board or any change in control or businesscombination transaction relating to the Company), the Company wishes to provide in this Agreement for the indemnification of, and the advancement of Expenses(as defined in Section 1(f) below) to, Indemnitee as set forth in this Agreement and to the extent insurance is maintained for the continued coverage of Indemniteeunder the Company’s directors’ and officers’ liability insurance policies. NOW, THEREFORE, in consideration of the foregoing and the Indemnitee’s agreement to continue to provide services to the Company, the parties agree asfollows: 1. Definitions . For purposes of this Agreement, the following terms shall have the following meanings: (a) “ Beneficial Owner ” has the meaning given to the term “beneficial owner” in Rule 13d-3 under the Securities Exchange Act of 1934 , as

amended (the “ Exchange Act ”). (b) “ Change in Control ” means the occurrence after the date of this Agreement of any of the following events:

- 2 -

(i) any Person is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company representing 20% or more of theCompany’s then outstanding Voting Securities unless the change in relative Beneficial Ownership of the Company’s securities by anyPerson results solely from a reduction in the aggregate number of outstanding shares of securities entitled to vote generally in theelection of directors;

(ii) the consummation of a reorganization, merger or consolidation, unless immediately following such reorganization, merger or

consolidation, all of the Beneficial Owners of the Voting Securities of the Company immediately prior to such transaction beneficiallyown, directly or indirectly, more than 50% of the combined voting power of the outstanding Voting Securities of the entity resultingfrom such transaction;

(iii) during any period of two consecutive years, not including any period prior to the execution of this Agreement, individuals who at the

beginning of such period constituted the Board (including for this purpose any new directors whose election by the Board ornomination for election by the Company’s stockholders was approved by a vote of at least two-thirds (2/3) of the directors then still inoffice who either were directors at the beginning of the period or whose election or nomination for election was previously soapproved) cease for any reason to constitute at least a majority of the Board; or

(iv) the stockholders of the Company approve a plan of complete liquidation or dissolution of the Company or an agreement for the sale or

disposition by the Company of all or substantially all of the Company’s assets.

(c) “ Claim ” means:

(i) any threatened, pending or completed action, suit, proceeding or alternative dispute resolution mechanism, whether civil, criminal,administrative, arbitrative, investigative or other, and whether made pursuant to federal, state or other law; or

(ii) any inquiry, hearing or investigation that the Indemnitee determines might lead to the institution of any such action, suit, proceeding or

alternative dispute resolution mechanism.

(d) “ Court ” shall have the meaning ascribed to it in Section 9(e) below. (e) “ Disinterested Director ” means a director of the Company who is not and was not a party to the Claim in respect of which indemnification is

sought by Indemnitee.

- 3 - (f) “ Expenses ” means any and all expenses, including reasonable attorneys’ and experts’ fees, court costs, transcript costs, travel expenses,

duplicating, printing and binding costs, telephone charges, and all other costs and expenses incurred in connection with investigating, defending,being a witness in or participating in (including on appeal), or preparing to defend, be a witness or participate in, any Claim. Expenses also shallinclude (i) Expenses incurred in connection with any appeal resulting from any Claim, including without limitation the premium, security for,and other costs relating to any cost bond, supersedeas bond, or other appeal bond or its equivalent, and (ii) for purposes of Section 5 only,Expenses incurred by Indemnitee in connection with the interpretation, enforcement or defense of Indemnitee’s rights under this Agreement, bylitigation or otherwise. Expenses, however, shall not include amounts paid in settlement by Indemnitee or the amount of judgments or finesagainst Indemnitee.

(g) “ Expense Advance ” means any payment of Expenses advanced to Indemnitee by the Company pursuant to Section 4 or Section 5 hereof. (h) “ Indemnifiable Event ” means any event or occurrence, whether occurring before, on or after the date of this Agreement, related to the fact that

Indemnitee is or was a director, officer, employee or agent of the Company or any subsidiary of the Company, or is or was serving at the requestof the Company as a director, officer, employee, member, manager, trustee or agent of any other corporation, limited liability company,partnership, joint venture, trust or other entity or enterprise (collectively with the Company, “ Enterprise ”) or by reason of an action or inactionby Indemnitee in any such capacity (whether or not serving in such capacity at the time any Loss is incurred for which indemnification can beprovided under this Agreement).

(i) “ Independent Counsel ” means a law firm, or a member of a law firm, that is experienced in matters of corporation law and neither presently

performs, nor in the past two (2) years has performed, services for either: (i) the Company or Indemnitee (other than in connection with mattersconcerning Indemnitee under this Agreement or of other indemnitees under similar agreements) or (ii) any other party to the Claim giving rise toa claim for indemnification hereunder. Notwithstanding the foregoing, the term “Independent Counsel” shall not include any person who, underthe applicable standards of professional conduct then prevailing, would have a conflict of interest in representing either the Company or theIndemnitee in an action to determine the Indemnitee’s rights under this Agreement.

(j) “ Losses ” means any and all Expenses, damages, losses, liabilities, judgments, fines, penalties (whether civil, criminal or other), ERISA excise

taxes, amounts paid or payable in settlement, including any interest, assessments, any federal, state, local or foreign taxes imposed as a result ofthe actual or deemed receipt of any payments under this Agreement and all other charges paid or payable in connection with investigating,defending, being a witness in or participating in (including on appeal), or preparing to defend, be a witness or participate in, any Claim.

(k) “ Person ” means any individual, corporation, firm, partnership, joint venture, limited liability company, estate, trust, business association,

organization, governmental entity or other entity and includes the meaning set forth in Sections 13(d) and 14(d) of the Exchange Act.

- 4 - (l) “ Standard of Conduct Determination ” shall have the meaning ascribed to it in Section 9(b) below. (m) “ Voting Securities ” means any securities of the Company that vote generally in the election of directors.

2. Services to the Company . The Indemnitee agrees to continue to serve as a director or officer of the Company for so long as the Indemnitee is duly

elected or appointed or until the Indemnitee tenders his resignation or is no longer serving in such capacity. This Agreement shall not be deemed anemployment agreement between the Company (or any of its subsidiaries or Enterprise) and the Indemnitee. The Indemnitee specifically acknowledgesthat his employment with or service to the Company or any of its subsidiaries or Enterprise, as applicable, is at will and the Indemnitee may be dischargedat any time for any reason, with or without cause, except as may be otherwise provided in any written employment agreement between the Indemnitee andthe Company (or any of its subsidiaries or Enterprise), other applicable formal severance policies duly adopted by the Board or, with respect to service asa director or officer of the Company, by the Company’s Constituent Documents or Nevada law. This Agreement shall continue in force after theIndemnitee has ceased to serve as a director or officer of the Company or, at the request of the Company, of any of its subsidiaries or Enterprise, asprovided in Section 12 hereof.

3. Indemnification . Subject to Section 9 and Section 10 of this Agreement, the Company shall indemnify the Indemnitee, to the fullest extent permitted by

the laws of the State of Nevada in effect on the date hereof, or as such laws may from time to time hereafter be amended to increase the scope of suchpermitted indemnification, against any and all Losses if the Indemnitee was or is or becomes a party to or participant in, or is threatened to be made aparty to or participant in, any Claim by reason of or arising in part out of an Indemnifiable Event, including, without limitation, Claims brought by or inthe right of the Company, Claims brought by third parties, and Claims in which the Indemnitee is solely a witness.

4. Advancement of Expenses . The Indemnitee shall have the right to advancement by the Company, prior to the final disposition of any Claim by final

adjudication to which there are no further rights of appeal, of any and all Expenses actually and reasonably paid or incurred by the Indemnitee inconnection with any Claim arising out of an Indemnifiable Event. The Indemnitee’s right to such advancement is not subject to the satisfaction of anystandard of conduct. Without limiting the generality or effect of the foregoing, within 60 days after any request by the Indemnitee, the Company shall, inaccordance with such request, (a) pay such Expenses on behalf of the Indemnitee, (b) advance to the Indemnitee funds in an amount sufficient to pay suchExpenses, or (c) reimburse the Indemnitee for such Expenses. In connection with any request for Expense Advances, the Indemnitee shall not be requiredto provide any documentation or information to the extent that the provision thereof would undermine or otherwise jeopardize attorney-client privilege. Inconnection with any request for Expense Advances, the Indemnitee shall execute and deliver to the Company an undertaking (which shall be acceptedwithout reference to the Indemnitee’s ability to repay the Expense Advances) to repay any amounts paid, advanced, or reimbursed by the Company forsuch Expenses to the extent that it is ultimately determined, following the final disposition of such Claim, that the Indemnitee is not entitled toindemnification hereunder. The Indemnitee’s obligation to reimburse the Company for Expense Advances shall be unsecured and no interest shall becharged thereon.

- 5 - 5. Indemnification for Expenses in Enforcing Rights . To the fullest extent allowable under applicable law, the Company shall also indemnify against,

and, if requested by the Indemnitee, shall advance to the Indemnitee subject to and in accordance with Section 4, any Expenses actually and reasonablypaid or incurred by the Indemnitee in connection with any action or proceeding by the Indemnitee for (a) indemnification or reimbursement or advancepayment of Expenses by the Company under any provision of this Agreement, or under any other agreement or provision of the Constituent Documentsnow or hereafter in effect relating to Claims relating to Indemnifiable Events, and/or (b) recovery under any directors’ and officers’ liability insurancepolicies maintained by the Company. However, in the event that the Indemnitee is ultimately determined not to be entitled to such indemnification orinsurance recovery, as the case may be, then all amounts advanced under this Section 5 shall be repaid. The Indemnitee shall be required to reimburse theCompany in the event that a final judicial determination is made that such action brought by the Indemnitee was frivolous or not made in good faith.

6. Partial Indemnity . If the Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for a portion of any Losses in

respect of a Claim related to an Indemnifiable Event but not for the total amount thereof, the Company shall nevertheless indemnify the Indemnitee forthe portion thereof to which the Indemnitee is entitled.

7. Notification and Defense of Claims . (a) Notification of Claims . The Indemnitee shall notify the Company in writing as soon as practicable of any Claim which could relate to an

Indemnifiable Event or for which the Indemnitee could seek Expense Advances, including a brief description (based upon information thenavailable to the Indemnitee) of the nature of, and the facts underlying, such Claim. The failure by the Indemnitee to timely notify the Companyhereunder shall not relieve the Company from any liability hereunder unless the Company’s ability to participate in the defense of such claimwas materially and adversely affected by such failure/except that the Company shall not be liable to indemnify the Indemnitee under thisAgreement with respect to any judicial award in a Claim related to an Indemnifiable Event if the Company was not given a reasonable andtimely opportunity to participate at its expense in the defense of such action. If at the time of the receipt of such notice, the Company hasdirectors’ and officers’ liability insurance in effect under which coverage for Claims related to Indemnifiable Events is potentially available, theCompany shall give prompt written notice to the applicable insurers in accordance with the procedures set forth in the applicable policies. TheCompany shall provide to the Indemnitee a copy of such notice delivered to the applicable insurers, and copies of all subsequent correspondencebetween the Company and such insurers regarding the Claim, in each case substantially concurrently with the delivery or receipt thereof by theCompany.

- 6 - (b) Defense of Claims . The Company shall be entitled to participate in the defense of any Claim relating to an Indemnifiable Event at its own

expense and, except as otherwise provided below, to the extent the Company so wishes, it may assume the defense thereof with counselreasonably satisfactory to the Indemnitee. After notice from the Company to the Indemnitee of its election to assume the defense of any suchClaim, the Company shall not be liable to the Indemnitee under this Agreement or otherwise for any Expenses subsequently directly incurred bythe Indemnitee in connection with the Indemnitee’s defense of such Claim other than reasonable costs of investigation or as otherwise providedbelow. The Indemnitee shall have the right to employ its own legal counsel in such Claim, but all Expenses related to such counsel incurred afternotice from the Company of its assumption of the defense shall be at the Indemnitee’s own expense; provided, however, that if (i) theIndemnitee’s employment of its own legal counsel has been authorized by the Company, (ii) the Indemnitee has reasonably determined that theremay be a conflict of interest between the Indemnitee and the Company in the defense of such Claim, (iii) after a Change in Control, theIndemnitee’s employment of its own counsel has been approved by the Independent Counsel or (iv) the Company shall not in fact haveemployed counsel to assume the defense of such Claim, then the Indemnitee shall be entitled to retain its own separate counsel (but not morethan one law firm plus, if applicable, local counsel in respect of any such Claim) and all Expenses related to such separate counsel shall be borneby the Company.

8. Procedure upon Application for Indemnification . In order to obtain indemnification pursuant to this Agreement, the Indemnitee shall submit to the

Company a written request therefor, including in such request such documentation and information as is reasonably available to the Indemnitee and isreasonably necessary to determine whether and to what extent the Indemnitee is entitled to indemnification following the final disposition of the Claim,provided that documentation and information need not be so provided to the extent that the provision thereof would undermine or otherwise jeopardizeattorney-client privilege. Indemnification shall be made insofar as the Company determines the Indemnitee is entitled to indemnification in accordancewith Section 9 below.

9. Determination of Right to Indemnification . (a) Mandatory Indemnification; Indemnification as a Witness .

(i) To the extent that the Indemnitee shall have been successful on the merits or otherwise in defense of any Claim relating to an

Indemnifiable Event or any portion thereof or in defense of any issue or matter therein, including without limitation dismissal withoutprejudice, the Indemnitee shall be indemnified against all Losses relating to such Claim in accordance with Section 3 to the fullestextent allowable by law, and no Standard of Conduct Determination (as defined in Section 9(b)) shall be required.

- 7 - (ii) To the extent that the Indemnitee’s involvement in a Claim relating to an Indemnifiable Event is to prepare to serve and serve as a

witness, and not as a party, the Indemnitee shall be indemnified against all Losses incurred in connection therewith to the fullest extentallowable by law and no Standard of Conduct Determination (as defined in Section 9(b)) shall be required.

(b) Standard of Conduct . To the extent that the provisions of Section 9(a) are inapplicable to a Claim related to an Indemnifiable Event that shall

have been finally disposed of, any determination of whether the Indemnitee has satisfied any applicable standard of conduct under Nevada lawthat is a legally required condition to indemnification of the Indemnitee hereunder against Losses relating to such Claim and any determinationthat Expense Advances must be repaid to the Company (a “ Standard of Conduct Determination ”) shall be made as follows:

(i) if no Change in Control has occurred, (A) by a majority vote of the Disinterested Directors, even if less than a quorum of the Board, (B)

by a committee of Disinterested Directors designated by a majority vote of the Disinterested Directors, even though less than a quorumor (C) if there are no such Disinterested Directors, by Independent Counsel in a written opinion addressed to the Board, a copy of whichshall be delivered to the Indemnitee; and

(ii) if a Change in Control shall have occurred, (A) if the Indemnitee so requests in writing, by a majority vote of the Disinterested

Directors, even if less than a quorum of the Board or (B) otherwise, by Independent Counsel in a written opinion addressed to theBoard, a copy of which shall be delivered to the Indemnitee.

The Company shall indemnify and hold harmless the Indemnitee against and, if requested by the Indemnitee, shall reimburse the Indemnitee for,or advance to the Indemnitee, within 60 days of such request, any and all Expenses incurred by the Indemnitee in cooperating with the person orpersons making such Standard of Conduct Determination.

(c) Making the Standard of Conduct Determination . The Company shall use its reasonable best efforts to cause any Standard of ConductDetermination required under Section 9(b) to be made as promptly as practicable. If the person or persons designated to make the Standard ofConduct Determination under Section 9(b) shall not have made a determination within 30 days after the later of (A) receipt by the Company of awritten request from the Indemnitee for indemnification pursuant to Section 8 (the date of such receipt being the “ Notification Date ”) and (B)the selection of an Independent Counsel, if such determination is to be made by Independent Counsel, then the Indemnitee shall be deemed tohave satisfied the applicable standard of conduct; provided that such 30-day period may be extended for a reasonable time, not to exceed anadditional 30 days, if the person or persons making such determination in good faith requires such additional time to obtain or evaluateinformation relating thereto. Notwithstanding anything in this Agreement to the contrary, no determination as to entitlement of the Indemnitee toindemnification under this Agreement shall be required to be made prior to the final disposition of any Claim.

- 8 - (d) Payment of Indemnification . If, in regard to any Losses:

(i) the Indemnitee shall be entitled to indemnification pursuant to Section 9(a); (ii) no Standard Conduct Determination is legally required as a condition to indemnification of the Indemnitee hereunder; or (iii) the Indemnitee has been determined or deemed pursuant to Section 9(b) or Section 9(c) to have satisfied the Standard of Conduct

Determination, then the Company shall pay to the Indemnitee, within ten days after the later of (A) the Notification Date or (B) the earliest date on which theapplicable criterion specified in clause (i), (ii) or (iii) is satisfied, an amount equal to such Losses.

(e) Selection of Independent Counsel for Standard of Conduct Determination . If a Standard of Conduct Determination is to be made byIndependent Counsel pursuant to Section 9(b)(i), the Independent Counsel shall be selected by the Board of Directors, and the Company shallgive written notice to the Indemnitee advising him of the identity of the Independent Counsel so selected. If a Standard of ConductDetermination is to be made by Independent Counsel pursuant to Section 9(b)(ii), the Independent Counsel shall be selected by the Indemnitee,and the Indemnitee shall give written notice to the Company advising it of the identity of the Independent Counsel so selected. In either case, theIndemnitee or the Company, as applicable, may, within five days after receiving written notice of selection from the other, deliver to the other awritten objection to such selection; provided, however, that such objection may be asserted only on the ground that the Independent Counsel soselected does not satisfy the criteria set forth in the definition of “ Independent Counsel ” in Section 1(i), and the objection shall set forth withparticularity the factual basis of such assertion. Absent a proper and timely objection, the person or firm so selected shall act as IndependentCounsel. If such written objection is properly and timely made and substantiated, (i) the Independent Counsel so selected may not serve asIndependent Counsel unless and until such objection is withdrawn or a court has determined that such objection is without merit; and (ii) thenon-objecting party may, at its option, select an alternative Independent Counsel and give written notice to the other party advising such otherparty of the identity of the alternative Independent Counsel so selected, in which case the provisions of the two immediately precedingsentences, the introductory clause of this sentence and numbered clause (i) of this sentence shall apply to such subsequent selection and notice. Ifapplicable, the provisions of clause (ii) of the immediately preceding sentence shall apply to successive alternative selections. If no IndependentCounsel that is permitted under the foregoing provisions of this Section 9(e) to make the Standard of Conduct Determination shall have beenselected within 20 days after the Company gives its initial notice pursuant to the first sentence of this Section 9(e) or the Indemnitee gives itsinitial notice pursuant to the second sentence of this Section 9(e), as the case may be, either the Company or the Indemnitee may petition a courtin Nevada (the “ Court ”) to resolve any objection which shall have been made by the Company or the Indemnitee to the other’s selection ofIndependent Counsel and/or to appoint as Independent Counsel a person to be selected by the Court or such other person as the Court shalldesignate, and the person or firm with respect to whom all objections are so resolved or the person or firm so appointed will act as IndependentCounsel. In all events, the Company shall pay all of the reasonable fees and expenses of the Independent Counsel incurred in connection with theIndependent Counsel’s determination pursuant to Section 9(b).

- 9 - (f) Presumptions and Defenses .

(i) Indemnitee’s Entitlement to Indemnification . In making any Standard of Conduct Determination, the person or persons making such

determination shall presume that the Indemnitee has satisfied the applicable standard of conduct and is entitled to indemnification, andthe Company shall have the burden of proof to overcome that presumption and establish that the Indemnitee is not so entitled. AnyStandard of Conduct Determination that is adverse to the Indemnitee may be challenged by the Indemnitee in the Court. Nodetermination by the Company (including by its directors or any Independent Counsel) that the Indemnitee has not satisfied anyapplicable standard of conduct may be used as a defense to any legal proceedings brought by the Indemnitee to secure indemnificationor reimbursement or advance payment of Expenses by the Company hereunder or create a presumption that the Indemnitee has not metany applicable standard of conduct.

(ii) Reliance as a Safe Harbor . For purposes of this Agreement, and without creating any presumption as to a lack of good faith if the

following circumstances do not exist, the Indemnitee shall be deemed to have acted in good faith and in a manner he reasonablybelieved to be in or not opposed to the best interests of the Company if the Indemnitee’s actions or omissions to act are taken in goodfaith reliance upon the records of the Company, including its financial statements, or upon information, opinions, reports or statementsfurnished to the Indemnitee by the officers or employees of the Company or any of its subsidiaries in the course of their duties, or bycommittees of the Board or by any other Person (including legal counsel, accountants and financial advisors) as to matters theIndemnitee reasonably believes are within such other Person’s professional or expert competence and who has been selected withreasonable care by or on behalf of the Company. In addition, the knowledge and/or actions, or failures to act, of any director, officer,agent or employee of the Company shall not be imputed to the Indemnitee for purposes of determining the right to indemnityhereunder.

- 10 - (iii) No Other Presumptions . For purposes of this Agreement, the termination of any Claim by judgment, order, settlement (whether with

or without court approval) or conviction, or upon a plea of nolo contendere or its equivalent, will not create a presumption that theIndemnitee did not meet any applicable standard of conduct or have any particular belief, or that indemnification hereunder is otherwisenot permitted.

(iv) Defense to Indemnification and Burden of Proof . It shall be a defense to any action brought by the Indemnitee against the Company

to enforce this Agreement (other than an action brought to enforce a claim for Losses incurred in defending against a Claim related toan Indemnifiable Event in advance of its final disposition) that it is not permissible under applicable law for the Company to indemnifythe Indemnitee for the amount claimed. In connection with any such action or any related Standard of Conduct Determination, theburden of proving such a defense or that the Indemnitee did not satisfy the applicable standard of conduct shall be on the Company.

(v) Resolution of Claims . The Company acknowledges that a settlement or other disposition short of final judgment may be successful on

the merits or otherwise for purposes of Section 9(a)(i) if it permits a party to avoid expense, delay, distraction, disruption anduncertainty. In the event that any Claim relating to an Indemnifiable Event to which the Indemnitee is a party is resolved in any mannerother than by adverse judgment against the Indemnitee (including, without limitation, settlement of such action, claim or proceedingwith our without payment of money or other consideration) it shall be presumed that the Indemnitee has been successful on the meritsor otherwise for purposes of Section 9(a)(i). The Company shall have the burden of proof to overcome this presumption.

10. Exclusions from Indemnification . Notwithstanding anything in this Agreement to the contrary, the Company shall not be obligated to: (a) indemnify or advance funds to the Indemnitee for Expenses or Losses with respect to proceedings initiated by the Indemnitee, including any

proceedings against the Company or its directors, officers, employees or other indemnitees and not by way of defense, except:

(i) proceedings referenced in Section 5 above (unless a court of competent jurisdiction determines that each of the material assertionsmade by the Indemnitee in such proceeding was not made in good faith or was frivolous); or

(ii) where the Company has joined in or the Board has consented to the initiation of such proceedings;

- 11 -

(b) indemnify the Indemnitee if a final decision by a court of competent jurisdiction determines that such indemnification is prohibited by applicablelaw;

(c) indemnify the Indemnitee for the disgorgement of profits arising from the purchase or sale by the Indemnitee of securities of the Company in

violation of Section 16(b) of the Exchange Act, or any similar successor statute; and (d) indemnify or advance funds to the Indemnitee for the Indemnitee’s reimbursement to the Company of any bonus or other incentive-based or

equity-based compensation previously received by the Indemnitee or payment of any profits realized by the Indemnitee from the sale ofsecurities of the Company, as required in each case under the Exchange Act (including any such reimbursements under Section 304 of theSarbanes-Oxley Act of 2002 in connection with an accounting restatement of the Company or the payment to the Company of profits arisingfrom the purchase or sale by the Indemnitee of securities in violation of Section 306 of the Sarbanes-Oxley Act ).

11. Settlement of Claims . The Company shall not be liable to the Indemnitee under this Agreement for any amounts paid in settlement of any threatened or

pending Claim related to an Indemnifiable Event effected without the Company’s prior written consent, which shall not be unreasonably withheld;provided, however, that if a Change in Control has occurred, the Company shall be liable for indemnification of the Indemnitee for amounts paid insettlement if an Independent Counsel has approved the settlement. The Company shall not settle any Claim related to an Indemnifiable Event in anymanner that would impose any Losses on the Indemnitee without the Indemnitee’s prior written consent.

12. Duration . All agreements and obligations of the Company contained herein shall continue during the period that the Indemnitee is a director or officer of

the Company (or is serving at the request of the Company as a director, officer, employee, member, trustee or agent of another Enterprise) and shallcontinue thereafter (i) so long as the Indemnitee may be subject to any possible Claim relating to an Indemnifiable Event (including any rights of appealthereto) and (ii) throughout the pendency of any proceeding (including any rights of appeal thereto) commenced by the Indemnitee to enforce or interprethis or her rights under this Agreement, even if, in either case, he or she may have ceased to serve in such capacity at the time of any such Claim orproceeding.

- 12 - 13. Non-Exclusivity . The rights of the Indemnitee hereunder will be in addition to any other rights the Indemnitee may have under the Constituent

Documents, the general corporate law of the State of Nevada, any other contract or otherwise (collectively, “ Other Indemnity Provisions ”); provided,however, that (a) to the extent that the Indemnitee otherwise would have any greater right to indemnification under any Other Indemnity Provision, theIndemnitee will be deemed to have such greater right hereunder and (b) to the extent that any change is made to any Other Indemnity Provision whichpermits any greater right to indemnification than that provided under this Agreement as of the date hereof, the Indemnitee will be deemed to have suchgreater right hereunder. The Company will not adopt any amendment to any of the Constituent Documents the effect of which would be to deny, diminishor encumber the Indemnitee’s right to indemnification under this Agreement or any Other Indemnity Provision.

14. Liability Insurance . For the duration of the Indemnitee’s service as a director and/or officer of the Company, and thereafter for so long as the

Indemnitee shall be subject to any pending Claim relating to an Indemnifiable Event, the Company shall use commercially reasonable efforts (taking intoaccount the scope and amount of coverage available relative to the cost thereof) to continue to maintain in effect policies of directors’ and officers’liability insurance providing coverage that is at least substantially comparable in scope and amount to that provided by the Company’s current policies ofdirectors’ and officers’ liability insurance. In all policies of directors’ and officers’ liability insurance maintained by the Company, the Indemnitee shallbe named as an insured in such a manner as to provide the Indemnitee the same rights and benefits as are provided to the most favorably insured of theCompany’s directors, if the Indemnitee is a director, or of the Company’s officers, if the Indemnitee is an officer (and not a director) by such policy. Uponrequest, the Company will provide to the Indemnitee copies of all directors’ and officers’ liability insurance applications, binders, policies, declarations,endorsements and other related materials.

15. No Duplication of Payments . The Company shall not be liable under this Agreement to make any payment to the Indemnitee in respect of any Losses to

the extent the Indemnitee has otherwise received payment under any insurance policy, the Constituent Documents, Other Indemnity Provisions orotherwise of the amounts otherwise indemnifiable by the Company hereunder.

16. Subrogation . In the event of payment to the Indemnitee under this Agreement, the Company shall be subrogated to the extent of such payment to all of

the rights of recovery of the Indemnitee. The Indemnitee shall execute all papers required and shall do everything that may be necessary to secure suchrights, including the execution of such documents necessary to enable the Company effectively to bring suit to enforce such rights.

17. Amendments . No supplement, modification or amendment of this Agreement shall be binding unless executed in writing by both of the parties hereto.

No waiver of any of the provisions of this Agreement shall be binding unless in the form of a writing signed by the party against whom enforcement ofthe waiver is sought, and no such waiver shall operate as a waiver of any other provisions hereof (whether or not similar), nor shall such waiver constitutea continuing waiver. Except as specifically provided herein, no failure to exercise or any delay in exercising any right or remedy hereunder shallconstitute a waiver thereof.

- 13 - 18. Binding Effect . This Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and their respective successors

(including any direct or indirect successor by purchase, merger, consolidation or otherwise to all or substantially all of the business and/or assets of theCompany), assigns, spouses, heirs and personal and legal representatives. The Company shall require and cause any successor (whether direct or indirectby purchase, merger, consolidation or otherwise) to all, substantially all or a substantial part of the business and/or assets of the Company, by writtenagreement in form and substances satisfactory to the Indemnitee, expressly to assume and agree to perform this Agreement in the same manner and to thesame extent that the Company would be required to perform if no such succession had taken place.

19. Severability . The provisions of this Agreement shall be severable in the event that any of the provisions hereof (including any portion thereof) are held

by a court of competent jurisdiction to be invalid, illegal, void or otherwise unenforceable, and the remaining provisions shall remain enforceable to thefullest extent permitted by law. Upon such determination that any term or other provision is invalid, illegal or unenforceable, the parties hereto shallnegotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner inorder that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.

20. Notices . All notices, requests, demands and other communications hereunder shall be in writing and shall be deemed to have been duly given if delivered

by hand, against receipt, or mailed, by postage prepaid, certified or registered mail: (a) if to the Indemnitee, to the address set forth on the signature page hereto. (b) if to the Company, to:

ICOX INNOVATIONS INC. 4101 Redwood Ave., Building F Los Angeles, CA 90066

Attention: Michael Blum Email: [email protected]

Notice of change of address shall be effective only when given in accordance with this Section. All notices complying with this Section shall be deemedto have been received on the date of hand delivery or on the third business day after mailing.

21. Governing Law and Forum . This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Nevadaapplicable to contracts made and to be performed in such state without giving effect to its principles of conflicts of laws.

22. Headings . The headings of the sections and paragraphs of this Agreement are inserted for convenience only and shall not be deemed to constitute part of

this Agreement or to affect the construction or interpretation thereof.

- 14 - 23. Counterparts . This Agreement may be executed in one or more counterparts, each of which shall for all purposes be deemed to be an original, but all of

which together shall constitute one and the same Agreement. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written. ICOX INNOVATIONS INC. Per: /s/ Michael Blum Name: Michael Blum Title: CFO INDEMNITEE /s/ James Carter Name: James Carter Address: 12532 23rd Avenue Surrey, British Columbia V4A 2C4, Canada

ICOx Innovations, Inc. 4101 Redwood Avenue Building F Los Angeles, Ca 90066 June 22, 2018 Alphonso Jackson1411 Key BlvdUnit 601Arlington, Va 22209 Re: Board of Directors Offer Letter Dear Alphonso, I am very pleased to welcome you as a Member of the Board of Directors of ICOx Innovations, Inc. We are excited about your contributions to what we believe isone of the most differentiated companies with some of the highest potential in the Cryptocurrency Industry. Please find below the terms relating to your service as a member of the Board. Term . You will serve as a member of the Board until the annual meeting for the year in which your term expires or until your successor has been elected andqualified, subject however, to your prior death, resignation, retirement, disqualification or removal from office. Compensation . As a member of the Board you will receive $50,000 in annual cash compensation and 100,000 stock options. Expenses . The Company agrees to reimburse all travel and other reasonable documented expenses relating to your attendance at meetings of the Board. Inaddition, the Company agrees to reimburse you for reasonable expenses that you incur in connection with the performance of your duties as a director of theCompany. Taxes . All payments under this Agreement shall be in US dollars and subject to withholding of such amounts, if any, relating to tax or other deductions as theCorporation may reasonably determine and should withhold pursuant to any applicable law or regulation. The Director shall be responsible to pay for all federal,state, provincial and local taxes assessed on any income received from the Company under this Agreement, which are over and above the amounts that may bededucted and remitted on the Director’s behalf by the Corporation.

D&O Insurance . During your term as a member of the Board, the Company shall include you as an insured under the Company’s directors and officer’sinsurance policy. Confidentiality . You agree to retain all non-public information obtained from ICOx as confidential and agree not to release or discuss any of such informationunless you have obtained the prior consent of ICOx or are otherwise forced, compelled, or required to disclose this information by operation of law or applicablegovernment authority. Any business opportunities related to the business of the Corporation which become known to the Director will be fully disclosed and made available and no actionto divert from the Corporation any opportunity which is within the scope of its business will be made. The Director shall not disparage the Corporation or any of its affiliates, directors, officers, employees or other representatives in any manner and shall in allrespects avoid any negative criticism of the Corporation. Indemnification . You will receive indemnification as a Director of the Company to the maximum extent extended to directors of the Company generally, as setforth in the Company’s Certificate of Incorporation and bylaws. The Corporation agrees that, if the Director is made a party, or is threatened to be made a party, toany action, suit or proceeding, by reason of the fact that he is or was serving at the request of the Corporation as a Director, the Director shall be defended,indemnified and held harmless by the Corporation to the fullest extent legally permitted. Assignment . This agreement may not be assigned. Severability . If any provision contained herein is determined to be void or unenforceable in whole or in part, it shall not be deemed to affect or impair the validityof any other provision herein and each such provision is deemed to be separate and distinct. Binding Effect . This agreement shall ensure to the benefit of and be binding upon the parties hereto and their respective personal or legal representatives, heirs,executors, administrators, successors and assigns. Upon the termination of this agreement, the Director’s respective rights and obligations of the parties shallsurvive such termination or expiration to the extent necessary to carry out the intended preservation of such rights and obligations. Governing Law . This agreement shall be construed in accordance with the laws of the State of California, without giving effect to the principles of conflicts oflaw thereof.

Entire Agreement; Amendment; Waiver, Counterparts . This Agreement expresses the entire understanding with respect to the subject matter hereof andsupersedes and terminates any prior oral or written agreements with respect to the subject matter hereof. Any term of this Agreement may be amended andobservance of any term of this Agreement may be waived only with the written consent of the parties hereto. Waiver of any term or condition of this Agreement byany party shall not be construed as a waiver of any subsequent breach or failure of the same term or condition or waiver of any other term or condition of thisAgreement. The failure of any party at any time to require performance by any other party or any provision of this Agreement shall not affect the right of any suchparty to require future performance of such provision or any other provision of agreement. This Agreement may be executed in separate counterparts each of whichwill be an original and all of which taken together will constitute one and the same agreement, and may be executed using facsimiles of signatures, and a facsimileof a signature shall be deemed to be the same, and equally enforceable, as an original of such signature. This Agreement sets forth the complete terms of your service on the Board. If the foregoing terms are agreeable, please indicate your acceptance by signing in thespace provided below and returning this Agreement to the Company. Sincerely, Signature: /s/ Michael A. Blum Name: Title: Date: Accepted and Agreed: Signature: /s/ Alphonso Jackson Name: Alphonso Jackson Date: June 22, 2018

NONE OF THE SECURITIES REPRESENTED HEREBY HAVE BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933,AS AMENDED (THE “1933 ACT”), OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE MAY BE OFFERED ORSOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES (AS DEFINED HEREIN) OR TO U.S. PERSONS EXCEPT IN ACCORDANCEWITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDERTHE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATIONREQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. INADDITION, HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE1933 ACT. “UNITED STATES” AND “U.S. PERSON” ARE AS DEFINED BY REGULATION S UNDER THE 1933 ACT. UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITYBEFORE OCTOBER 8, 2018.

STOCK OPTION AGREEMENT

This AGREEMENT is entered into as of the June 7, 2018 (the “Date of Grant” ). BETWEEN:

ICOX INNOVATIONS INC. , a company incorporated pursuant to the laws of the State of Nevada, with an office at 4101 Redwood Avenue,Building F, Los Angeles, CA 90066 (the “Company” )

AND:

ALPHONSO JACKSON, a businessman with an address at 1411 Key Blvd., Unit 601, Arlington, VA 22209 (the “Optionee” )

WHEREAS: A. The Company’s board of directors (the “Board” ) has approved and adopted a 2017 Equity Incentive Plan (the “Plan” ), whereby the Board is authorized togrant stock options to purchase shares of common stock of the Company to the directors, officers, employees, and consultants of the Company or any Parent orSubsidiary of the Company (as defined herein); B. The Optionee is a director, officer, employee or consultant of the Company, the Parent or a Subsidiary; and C. The Company wishes to grant stock options to purchase a total of 100,000 Optioned Shares (as defined herein) to the Optionee, as follows: Incentive Stock Options (as defined herein) X Non-Qualified Stock Options (as defined herein)

2 NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the covenants and agreements set forth herein and for other good and valuableconsideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows: 1. DEFINITIONS 1.1 In this Agreement, the following terms shall have the following meanings: (a) “ 1933 Act ” means the Securities Act of 1933, as amended; (b) “ Board ” means the board of directors of the Company; (c) “ Canadian Accredited Investor Questionnaire ” means a questionnaire substantially in the form of the Canadian Accredited Investor Questionnaire

attached to this Agreement as Schedule B; (d) “ Code ” means the Internal Revenue Code of 1986; (e) “ Common Stock ” means the shares of common stock of the Company; (f) “ Exercise Price ” means $0.60 per share; (g) “ Expiry Date ” means June 7, 2028; (h) “ Incentive Stock Options ” means any Options that meet all the requirements under section 422 of the Code; (i) “ Non-Qualified Stock Options ” means any Options that do not qualify as Incentive Stock Options and, thus, do not meet the requirements under

section 422 of the Code; (j) “ Notice of Exercise ” means a notice in writing addressed to the Company at its address first recited hereto (or such other address of which the Company

may from time to time notify the Optionee in writing), substantially in the form attached as Schedule B hereto, which notice shall specify therein thenumber of Optioned Shares in respect of which the Options are being exercised;

(k) “ Options ” means the right and option to purchase, from time to time, all, or any part of the Optioned Shares granted to the Optionee by the Company

pursuant to Section 2.1 of this Agreement; (l) “ Optioned Shares ” means the shares of Common Stock that are issued pursuant to the exercise of the Options; (m) “ Parent ” means a company or other entity that owns at least fifty percent (50%) of the outstanding voting stock or voting power of the Company; (n) “ Plan ” has the meaning ascribed thereto in Recital A of this Agreement; (o) “ Securities ” means, collectively, the Options and the Optioned Shares; (p) “ Subsidiary ” means a company or other entity, at least fifty percent (50%) of the outstanding voting stock or voting power of which is beneficially

owned, directly or indirectly, by the Company; and (q) “ Vested Options ” means the Options that have vested in accordance with Section 2.2 of this Agreement.

3

1.2 Capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Plan. 2. THE OPTIONS 2.1 The Company hereby grants to the Optionee, on the terms and conditions set out in this Agreement and in the Plan, Options to purchase a total of 100,000Optioned Shares at the Exercise Price. 2.2 The Options will vest in accordance with Schedule A to this Agreement. The Options may be exercised immediately after vesting. 2.3 The Options shall, at 5:00 p.m. (Pacific time) on the Expiry Date, expire and be of no further force or effect whatsoever. 2.4 The Company shall not be obligated to cause the issuance, transfer or delivery of a certificate or certificates representing Optioned Shares to the Optionee, untilprovision has been made by the Optionee, to the satisfaction of the Company, for the payment of the aggregate Exercise Price for all Optioned Shares for which theOptions shall have been exercised, and for satisfaction of any tax withholding obligations associated with such exercise. 2.5 Subject to the provisions of this Agreement and the Plan and subject to compliance with any applicable securities laws, the Options shall be exercisable, in fullor in part, at any time after vesting, until termination. If less than all of the Optioned Shares included in the vested portion of any Options are purchased, theremainder may be purchased at any subsequent time prior to the Expiry Date. Only whole shares may be issued pursuant to the exercise of any Options, and to theextent that any Option covers less than one (1) share, it is not exercisable. 2.6 Each exercise of the Options shall be by means of delivery of a Notice of Exercise (which may be in the form attached hereto as Schedule C) to the ChiefFinancial Officer of the Company at its principal executive office, specifying the number of Optioned Shares to be purchased and accompanied by payment in cashor by certified check or cashier’s check in the amount of the full Exercise Price for the Common Stock to be purchased. In addition to payment in cash or bycertified check or cashier’s check and if agreed to in advance by the Company, the Optionee or transferee of the Options may pay for all or any portion of theaggregate Exercise Price by complying with any other payment mechanism approved by the Board at the time of exercise. 2.7 Reference is made to the Plan for particulars of the rights and obligations of the Optionee and the Company in respect of: (a) the terms and conditions on which the Options are granted except to the extent set forth herein; and, (b) a consolidation or subdivision of the Company’s share capital or a corporate reorganization;

all to the same effect as if the provisions of the Plan were set out in this Agreement and to all of which the Optionee assents. A copy of the Plan is available to theOptionee at no charge, at the Company’s principal executive office. Any provision of this Agreement that is inconsistent with the Plan shall be considered void andreplaced with the applicable provision of the Plan. The Company may modify, extend or renew this Agreement or the Options represented hereby or accept thesurrender thereof (to the extent not previously exercised) and authorize the granting of a new option in substitution therefore (to the extent not previouslyexercised), subject at all times to the Plan, the applicable rules of any applicable regulatory authority or stock exchange, and any applicable laws. Notwithstandingthe foregoing provisions of this Section 2.7, the Company shall not have the right to make any modification which would materially alter the terms of the Optionsto the Optionee’s detriment or materially impair any rights of the Optionee hereunder without the consent of the Optionee.

4 2.8 By accepting the Options, the Optionee represents and agrees that none of the Optioned Shares purchased upon exercise of the Options will be distributed inviolation of applicable federal and state laws and regulations. The Optionee further represents and agrees to provide the Company with any other documentreasonably requested by the Company or the Company’s Counsel. 3. DOCUMENTS REQUIRED FROM OPTIONEE 3.1 The Optionee must complete, sign and return to the Company: (a) a copy of this Agreement; (b) a copy of the Acknowledgements, and Representations and Warranties of the Optionee attached hereto as Schedule F; (c) if the Optionee is resident in Canada, a Canadian Questionnaire in the form attached hereto as Schedule C; and (d) if the Optionee is resident in the United States and if an exemption from the registration requirements imposed by the 1933 Act is necessary for entry

into this Agreement, one of the two questionnaires in the forms attached hereto as Schedule D and Schedule E, whichever applies.

3.2 The Optionee shall complete, sign and return to the Company as soon as possible, on request by the Company, any documents, questionnaires, notices andundertakings as may be required by regulatory authorities, and applicable law. 4. SUBJECT TO PLAN The terms of the Options will be subject to the Plan, as may from time to time be amended, and any inconsistencies between this Agreement and the Plan, as thesame may be from time to time amended, shall be governed by the provisions of the Plan. A copy of the Plan will be delivered to the Optionee, and will beavailable for inspection at the principal offices of the Company. 5. ACKNOWLEDGEMENT AND WAIVER The Optionee hereby waives, to the fullest extent permitted by law, any rights of withdrawal, rescission or compensation for damages to which the Optionee mightbe entitled in connection with the distribution of any of the Securities. 6. PROFESSIONAL ADVICE The acceptance of the Options and the sale of Common Stock issued pursuant to the exercise of Options may have consequences under federal, state and provincialtax and securities laws which may vary depending upon the individual circumstances of the Optionee. Accordingly, the Optionee acknowledges that he or she hasbeen advised to consult his or her personal legal and tax advisor in connection with this Agreement and his or her dealings with respect to Options. Withoutlimiting other matters to be considered with the assistance of the Optionee’s professional advisors, the Optionee should consider: (a) the merits and risks of aninvestment in the underlying Optioned Shares; and (b) any resale restrictions that might apply under applicable securities laws.

5 7. LEGENDING OF SUBJECT SECURITIES 7.1 The Optionee hereby acknowledges that that upon the issuance thereof, and until such time as the same is no longer required under the applicable securitieslaws and regulations, the certificates representing any of the Optioned Shares may bear a legend in substantially the following form:

If the Optionee is not resident in the United States: THE SECURITIES REPRESENTED HEREBY HAVE BEEN OFFERED IN AN OFFSHORE TRANSACTION TO A PERSON WHO IS NOTA U.S. PERSON (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933,AS AMENDED (THE “1933 ACT”). NONE OF THE SECURITIES REPRESENTED HEREBY HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATESECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE MAY BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THEUNITED STATES (AS DEFINED HEREIN) OR TO U.S. PERSONS EXCEPT IN ACCORDANCE WITH THE PROVISIONS OFREGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, ORPURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATIONREQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIESLAWS. IN ADDITION, HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS INCOMPLIANCE WITH THE 1933 ACT. “UNITED STATES” AND “U.S. PERSON” ARE AS DEFINED BY REGULATION S UNDER THE1933 ACT. UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITYBEFORE [ INSERT THE DATE THAT IS 4 MONTHS AND A DAY AFTER THE DISTRIBUTION DATE ]. If the Option is resident in the United States: NONE OF THE SECURITIES REPRESENTED HEREBY HAVE BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACTOF 1933, AS AMENDED (THE “1933 ACT”), OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE MAYBE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES (AS DEFINED HEREIN) OR TO U.S. PERSONSEXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVEREGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN ATRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY INACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. IN ADDITION, HEDGING TRANSACTIONS INVOLVING THESECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE 1933 ACT. “UNITED STATES” AND “U.S.PERSON” ARE AS DEFINED BY REGULATION S UNDER THE 1933 ACT. UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITYBEFORE [ INSERT THE DATE THAT IS 4 MONTHS AND A DAY AFTER THE DISTRIBUTION DATE ].

7.2 The Optionee hereby acknowledges and agrees to the Company making a notation on its records or giving instructions to the registrar and transfer agent of theCompany in order to implement the restrictions on transfer set forth and described in this Agreement.

6 8. RESALE RESTRICTIONS 8.1 This Agreement and the Options represented hereby are not transferable. Optioned Shares received upon exercise of any Options will be subject to resalerestrictions contained in the securities legislation applicable to the Company and the Optionee. The Optionee acknowledges and agrees that the Optionee is solelyresponsible (and the Company is not in any way responsible) for compliance with applicable resale restrictions. 8.2 The Optionee acknowledges that any resale of any of the Optioned Shares will be subject to resale restrictions contained in the securities legislation applicableto the Optionee or proposed transferee. The Optionee acknowledges that none of the Optioned Shares have been registered under the 1933 Act or the securitieslaws of any state of the United States. The Optioned Shares may not be offered or sold in the United States unless registered in accordance with federal securitieslaws and all other applicable securities laws or exemptions from such registration requirements are available. The Optionee acknowledges that the Optioned Sharesare subject to resale restrictions in Canada and may not be traded in Canada except as permitted by the applicable provincial securities laws and the rules madethereunder. 9. NO EMPLOYMENT RELATIONSHIP The grant of an Option shall in no way constitute any form of agreement or understanding binding on the Company or any related company, express or implied,that the Company or any related company will employ or contract with an Optionee, for any length of time, nor shall it interfere in any way with the Company’s or,where applicable, a related company’s right to terminate Optionee’s employment at any time, which right is hereby reserved. 10. GOVERNING LAW This Agreement is governed by the laws of the State of Nevada and the federal laws of the United States of America as applicable therein. The Optioneeirrevocably attorns to the jurisdiction of the courts of the State of Arizona. 11. COSTS The Optionee acknowledges and agrees that all costs and expenses incurred by the Optionee (including any fees and disbursements of any special counsel retainedby the Optionee) relating to the acquisition of the Securities shall be borne by the Optionee. 12. SURVIVAL This Agreement, including without limitation the representations, warranties and covenants contained herein, shall survive and continue in full force and effect andbe binding upon the parties hereto notwithstanding the completion of the purchase of the shares underlying the Options by the Optionee pursuant hereto. 13. ASSIGNMENT This Agreement is not transferable or assignable. 14. CURRENCY Unless explicitly stated otherwise, all funds in this Agreement are stated in United States dollars. 15. SEVERABILITY The invalidity or unenforceability of any particular provision of this Agreement shall not affect or limit the validity or enforceability of the remaining provisions ofthis Agreement.

7 16. COUNTERPARTS AND ELECTRONIC MEANS This Agreement may be executed in several counterparts, each of which will be deemed to be an original and all of which will together constitute one and the sameinstrument. Delivery of an executed copy of this Agreement by electronic facsimile transmission or other means of electronic communication capable of producinga printed copy will be deemed to be execution and delivery of this Agreement as of the date first above written. 17. ENTIRE AGREEMENT This Agreement is the only agreement between the Optionee and the Company with respect to the Options, and this Agreement and the Plan, once approved,supersede all prior and contemporaneous oral and written statements and representations and contain the entire agreement between the parties with respect to theOptions. IN WITNESS WHEREOF the parties hereto have duly executed this Agreement as of the date first above written. ICOX INNOVATIONS INC. Per: /s/ Michael A. Blum Authorized Signatory WITNESSED BY: ) ) ) ) ) Name ) /s/ Alphonso Jackson ) ALPHONSO JACKSON ) Address ) ) ) ) ) Occupation )

A- 1

SCHEDULE A

VESTING SCHEDULE

1/3 of the Options will vest on June 7, 2018, June 7, 2019 and June 7, 2020.

B- 1

SCHEDULE B

NOTICE OF EXERCISE

TO: ICOX Innovations Inc. 4101 Redwood Avenue Building F Los Angeles, CA 90066 This Notice of Exercise shall constitute a proper Notice of Exercise pursuant to section 2.6 of the Stock Option Agreement dated June 7, 2018 (the “ Agreement”), between ICOX Innovations Inc. (the “Company” ) and the undersigned. The undersigned hereby elects to exercise the Optionee’s options to purchase____________________ shares of the common stock of the Company at a price of $0.60 per share on the terms and conditions set forth in the Agreement. Payment of aggregate consideration of $____________in cash or by certified check or cashier’s check accompanies this notice. The Optionee hereby represents and warrants to the Company that all representations and warranties set out in the Agreement (and the applicable schedules hereto)are true as of the date of the exercise of the Options under the Agreement. The Optionee hereby further represents and warrants to the Company that the shares arebeing purchased only for investment and without intention to sell or distribute such shares. The Optionee hereby directs the Company to issue, register and deliver the certificates representing the shares as follows: Registration Information: Delivery Instructions: Name to appear on certificates Name Address Address City, State, and Zip Code Telephone Number DATED at _____________________________, the ______ day of______________, _______. X Signature (Name and, if applicable, Office) (Address) (City, State, and Zip Code) Fax Number or E-mail Address Social Security/Tax I.D. No.