(Former name, former address and former fiscal year, if changed since last report)

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

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

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company, or an emerging growth company. See definition of “large accelerated filer,” “accelerated filer,” ~~and~~ “smaller reporting ~~company”~~company,” and emerging growth company in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if this registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☒[ ]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐[ ] No ☒[X]

As of ~~December 31, 2018~~November 14, 2019 there were 167,682,460 shares of common stock, $0.001 par value, issued and ~~outstanding 107,679,152 shares of Common Stock, $0.001 par value.~~outstanding.

~~LIFEAPPS BRAND INC.~~LGBTQ Loyalty Holdings, Inc.

FORM 10-Q

FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, ~~2018~~2019

TABLE OF CONTENTS

~~LIFEAPPS BRAND INC.~~LGBTQ Loyalty Holdings, Inc.

PART I – FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

~~ITEM 1.~~

~~FINANCIAL STATEMENTS~~

		PAGE

Condensed Consolidated Balance Sheets as of September 30, ~~2018~~2019 and December 31, ~~2017~~2018 (unaudited)		42

Condensed Consolidated Statements of Operations for the three months and nine months ended September 30, ~~2018~~2019 and September 30, ~~2017~~2018 (unaudited)		53

Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, ~~2018~~2019 and September 30, ~~2017~~2018 (unaudited)		64

Reconciliation of Stockholders’ Deficit for the three and nine months ended September 30, 2019 and September 30, 2018 (unaudited)	5

Notes to Condensed Consolidated Financial Statements (unaudited)		76

~~LifeApps Brands~~

LGBTQ Loyalty Holdings, Inc.

Condensed Consolidated Balance Sheets

(Unaudited)

	September 30,			December 31,
	2018			2017
							September 30, 2019			December 31, 2018
Assets
Current assets:
Cash	$	949		$	1084		$	14,093		$	40,908
Other current assets		595			595			9,220			595
Total current assets		1,544			1,679			23,313			41,503
Intangible asset, net of amortization		—			150
Property and equipment, net of depreciation								1,900			-
Intangible assets, net of amortization								47,500			-
Total Assets	$	1,544		$	1,829		$	72,713		$	41,503

Liabilities and Stockholders’ (Deficit)
Current liabilities:
Accounts payable	$	199,579		$	124,620		$	502,818		$	245,133
Accrued salaries - officers		844,154			601,154
Accrued interest		10,375			—
Accrued salaries								116,250			348,800
Accrued interest and dividends								37,435			20,397
Notes payable		28,000			20,000			10,986			33,000
Notes payable – related party		17,885			17,585
Notes payable to related party								17,885			17,885
Advances due to related party		10,974			7,675			10,900			10,974
Convertible note payable net of discounts		35,005			—
Derivative liability		44,060			—
Total current liabilities		1,190,032			771,034			696,274			676,189
Long term convertible notes payable, net of debt discount								151,395			34,065
Derivative liability on long term convertible notes payable								1,602,309			42,104
Total liabilities								2,449,978			752,358

Commitments and contingencies

Stockholders’ (Deficit)

Preferred stock, $.001 par value, 10,000,000 authorized, none issued or outstanding		—			—
Common stock, $0.001 par value, 500,000,000 shares authorized, 95,232,464 and 87,704,686 shares issued and outstanding, respectively		95,232			87,704
Preferred stock, $0.001 par value, 10,000,000 shares authorized
Series A, 1 share designated; no shares issued or outstanding as of September 30, 2019 and December 31, 2018								-			-
Series B, 1,500,000 shares designated; 100,000 and no shares issued and outstanding as of September 30, 2019 and December 31, 2018, respectively								38,633			-
Series C, 129,559 shares designated; 129,559 and no shares issued and outstanding as of September 30, 2019 and December 31, 2018, respectively								129,559			-
Common stock, $0.001 par value,1,000,000,000 shares authorized, 165,504,936 and 121,984,192 shares issued and outstanding, as of September 30, 2019 and December 31, 2018 , respectively								165,505			121,984
Additional paid in capital		2,643,163			2,579,489			5,423,528			3,242,449
Deferred officer compensation		(244,043	)		(391,010	)		(42,410	)		(195,054	)
Accumulated (deficit)		(3,682,841	)		(3,045,388	)		(8,092,081	)		(3,880,234	)
Total stockholders’ (deficit)		(1,188,488	)		(769,205	)		(2,377,265	)		(710,855	)
Total Liabilities and Stockholders’ (Deficit)	$	1,544		$	1,829		$	72,713		$	41,503

See the accompanying notes to the unaudited condensed consolidated financial statements

~~LifeApps Brands~~

LGBTQ Loyalty Holdings, Inc.

Condensed Consolidated Statements of Operations

(Unaudited)

For the Three Months Ended
September 30, For the Nine Months Ended
September 30,
2018 2017 2018 2017
Revenue $ 525 787 2,119 3,093
Cost of revenue — — — 49
Gross profit (loss) 525 787 2,119 3,044
Operating expenses:
General and administrative 218,988 47,726 564,824 171,816
Depreciation and amortization — 225 150 675
Total operating expenses 218,988 47,951 564,974 172,491
(Loss) from operations (218,463 ) (47,164 ) (562,855 ) (169,447 )
Interest expense (68,748 ) — (107,692 ) —
Change in derivative liability 28,593 — 33,095 —
Net (loss) before income taxes (258,619 ) 47,164 ) (637,453 ) (169,447 )
Provision for income taxes — — — —
Net (loss) $ (258,619 ) $ (47,164 ) $ (637,453 ) $ (169,447 )

Per share information - basic and fully diluted:
Weighted average shares outstanding 92,561,268 25,311,186 91,208,732 25,311,186

Net (loss) per share $ (0.00 )* $ (0.00 )* $ (0.01 ) $ (0.01 )

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2019			2018			2019			2018

Revenue	$	748		$	525		$	2,812		$	2,119
Cost of revenue		-			-			-			-
Gross profit		748			525			2,812			2,119

Operating expenses:
General and administrative		681,911			218,988			2,308,536			564,824
Depreciation and amortization		100			-			100			150
Total operating expenses		682,011			218,988			2,308,636			564,974

Operating loss		(681,263	)		(218,463	)		(2,305,824	)		(562,855	)

Other (income) expense:
Interest expense		199,170			68,748			1,384,782			107,692
Change in derivative liability		225,593			(28,592	)		492,401			(33,094	)
Total other (income) expense		424,763			40,156			1,877,183			74,598

Net loss	$	(1,106,026	)	$	(258,619	)	$	(4,183,007	)	$	(637,453	)

Per share information - basic:
Weighted average common shares outstanding		163,569,530			92,561,268			234,277,621			91,208,732
Net loss per share – basic and diluted	$	(0.01	)	$	(0.00	)	$	(0.02	)	$	(0.01	)

* Denotes a lossSee the accompanying notes to the unaudited condensed consolidated financial statements

LGBTQ Loyalty Holdings, Inc.

Condensed Consolidated Statements of ~~less than $(0.01) per share.~~Cash Flows

	Nine Months Ended September 30,
	2019			2018
Net cash flows used in operating activities	$	(846,796	)	$	(53,734	)

Cash flow from investing activities:
Purchase of property and equipment		(2,000	)		-
Investment in intangible assets		(47,500	)		-
Net Cash used in investing activities		(49,500	)		-

Cash flow from financing activities:
Proceeds from issuance of convertible notes		700,000			32,000
Proceeds from issuance of convertible preferred stock		125,000			-
Proceeds from exercise of warrants		51,569			-
Proceeds from note payable		-			10,000
Proceeds from sale of common stock		-			10,000
Shareholder advances (repayments)		(74	)		3,599
Repayment of note payable		(7,014	)		(2,000	)
Net cash provided by financing activities		869,481			53,599

Net (decrease) increase in cash		(26,815	)		(135	)
Cash at beginning of period		40,908			1,084
Cash at end of period	$	14,093		$	949

Supplemental disclosure of cash flow information:
Cash paid for interest	$	-		$	-
Cash paid for income taxes	$	-		$	-

Non-cash investing and financing activities
Stock issued for services	$	562,900		$	44,100
Officer salary accrual	$	81,000		$	243,000
Stock issued for debt conversion	$	-		$	10,375

See the accompanying notes to the unaudited condensed consolidated financial statements

LGBTQ Loyalty Holdings, Inc.

CondensedConsolidated Statement of Stockholders’ Deficit

For the Period Ended September 30, 2019

(Unaudited)

	Preferred Stock																				Additional
	Series A				Series B						Series C				Common Stock						Paid in		Deferred			Accumulated
	Shares		Amount		Shares			Amount			Shares		Amount		Shares			Amount			Capital		Compensation			Deficit			Total

Balance December 31, 2018																121,984,192		$	121,984		$	3,242,449	$	(195,054	)	$	(3,880,234	)	$	(710,855	)

Amortization of deferred compensation																								66,018						66,018
Stock issued for services																250,000			250			7,250								7,500
Exercise of stock options																500,000			500			4,500								5,000
Maxim Partners - Merger		1	$	-												129,558,574			129,559			259,116								388,675
Conversion of preferred stock		-1		-
Stock issued to directors																3,000,000			3,000			310,600								313,600
Related party debt conversions																8,600,298			8,600			339,712								348,312
Loan conversion																26,398,734			26,399			735,961								762,360
Loss for the period																											(1,716,168	)		(1,716,168	)
Balance March 31, 2019		-		-		-			-			-		-		290,291,798			290,291			4,899,588		(129,036	)		(5,596,402	)		(535,558	)

Issuance of Series B preferred stock, net of discount						125,000		$	35,389													89,611								125,000
Amortization of preferred stock discount									11,201																		(11,201	)		-
Amortization of deferred compensation																								43,313						43,313
Stock issued for services																2,000,000			2,000			239,800								241,800
Loan conversion																187,500			188			14,813								15,000
Maxim Exchange Agreement												129,559	$	129,559		(129,558,574	)		(129,559	)		-								-
Loss for the period																											(1,360,813	)		(1,360,813	)
Balance June 30, 2019		-	$	-		125,000		$	46,590			129,559	$	129,559		162,920,724			162,921			5,243,811		(85,723	)		(6,968,415	)		(1,471,257	)

Conversion of Series B preferred stock						(25,000	)	$	(9,658	)						734,918			735			8,923								-
Amortization and revaluation of preferred stock discount									1,701													7,600					(9,301	)		-
Issuance of Series B dividend shares																16,794			17			1,421								1,438
Amortization of deferred compensation																								43,313						43,313
Dividends on preferred stock																											(8,338	)		(8,338	)
Debenture conversions																427,500			427			45,620								46,047
Exercise of common stock warrants																1,405,000			1,405			116,155								117,560

Loss for the period																											(1,106,026	)		(1,106,026	)
Balance September 30, 2019		-	$	-		100,000		$	38,633			129,559	$	129,559		165,504,936		$	165,505		$	5,423,528	$	(42,410	)	$	(8,092,081	)	$	(2,377,265	)

For the Period Ended September 30, 2018 (Unaudited)
Balance December 31, 2017																87,704,686		$	87,704		$	2,579,489	$	(391,010	)	$	(3,045,388	)	$	(769,205	)
Amortization of deferred compensation																								48,990						48,990
Stock issued for services																3,000,000			3,000			41,100								44,100
Loss for the period																											(225,449	)		(225,449	)
Balance March 31, 2018		-		-		-			-			-		-		90,704,686			90,704			2,620,589		(342,020	)		(3,270,837	)		(901,564	)

Amortization of deferred compensation																								48,990						48,990
Loss for the period																											(153,385	)		(153,385	)
Balance June 30, 2018		-		-		-			-			-		-		90,704,686			90,704			2,620,589		(293,030	)		(3,424,222	)		(1,005,959	)
Amortization of deferred compensation																								48,986						48,986
Stock issued for cash																2,000,000			2,000			8,000								10,000
Stock issued for services																750,000			750			5,977								6,727
Loan conversion																1,777,778			1,778			8,597								10,375
Loss for the period																-											(258,619	)		(258,619	)
Balance September 30, 2018		-		-		-			-			-		-		95,232,464		$	95,232		$	2,643,163	$	(244,044	)	$	(3,682,841	)	$	(1,188,490	)

See the accompanying notes to the unaudited condensed consolidated financial statements

LGBTQ Loyalty Holdings, Inc.

(formerly LifeApps Brands Inc.

)

~~Condensed Consolidated Statements of Cash Flows~~

~~(Unaudited)~~

For the Nine Months Ended
September 30,
2018 2017
Net cash used in operations $ (53,734 ) $ (48,616 )

Cash flow from financing activities — —

Cash flow from financing activities:
Proceeds from convertible note payable 32,000 —
Proceeds from note payable 10,000 —
Proceeds from sale of common stock 10,000 —
Repayment of note payable (2,000 ) —
Shareholder advances 3,599 49,310
Repayment of shareholder advances — (800 )
Net cash provided by financing activities 53,599 48,510

Net (decrease) in cash (135 ) (106 )
Cash at beginning of period 1,084 1,388
Cash at end of period $ 949 $ 1,282

Non-cash financing activities:
Stock issued for services $ 44,100 $ 7,312
Stock issued for debt conversion $ 10,375 $ —
Officer salary accrual $ 243,000 $ 112,500

~~See the accompanying notes to the unaudited condensed consolidated financial statements~~

~~LifeApps Brands Inc.~~

Notes to Condensed Consolidated Financial Statements

September 30, ~~2018~~2019 and ~~2017~~2018

(Unaudited)

Note 1. Nature of Business

Throughout this report, the terms “our,” “we,” “us,” and the “Company” refer to LGBTQ Loyalty Holdings, Inc., (formerly LifeApps Brands Inc.,) including its subsidiaries. The accompanying unaudited condensed consolidated financial statements of ~~LifeApps Brands~~LGBTQ Loyalty Holdings, Inc. at and for the periods ended September 30, ~~2018~~2019 and ~~2017~~2018 have been prepared in accordance with generally accepted accounting principles (“GAAP”) for interim financial statements, instructions to Form 10-Q, and Regulation S-X. Accordingly, certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted. These condensed consolidated financial statements should be read in conjunction with the financial statements and notes thereto included in our annual report on Form 10-K for the year ended December 31, ~~2017.~~2018. In management’s opinion, all adjustments (consisting only of normal recurring adjustments) considered necessary for a fair presentation to make our financial statements not misleading have been included. The results of operations for the periods ended September 30, ~~2018~~2019 and ~~2017~~2018 presented are not necessarily indicative of the results to be expected for the full year. The December 31, ~~2017~~2018 condensed consolidated balance sheet has been derived from our audited financial statements included in our annual report on Form 10-K for the year ended December 31, ~~2017.~~2018.

~~Through our wholly owned subsidiary LifeApps, Inc.,~~On January 25, 2019, we acquired LGBT Loyalty LLC, a New York limited liability company, with the goal of creating a LGBTQ Loyalty Preference Index (the “Index”) to provide the LGBTQ community with the power to influence the allocation of capital within the Index based upon their consumer preferences. The Index is intended to link the economic power of the LGBTQ community with many of the top companies that support and market their products to the LGBTQ demographic. We also plan to create ancillary businesses that are ~~a licensed developer~~intended to complement and ~~publisher~~support the Index including LGBTQ Loyalty Sponsorship which will be established to promote the Index along with the companies from around the world that desire to market and advertise directly to LGBTQ consumers. We intend to join forces with some of ~~apps for~~ the ~~Apple Apps Store for iPhone, iPod touch, iPad~~most recognizable LGBTQ community leaders from around the world and ~~iPad mini. We are also a licensed developer on both Google Play~~have them become LGBTQ Loyalty Sponsorship members. The LGBTQ Loyalty Sponsorship is expected to incorporate marketing and ~~Amazon Appstore for Android. We have distributed apps on all three platforms.~~support of the companies included in the Index. All companies will be offered the opportunity to purchase LGBTQ Loyalty Sponsorship packages.

~~Moving forward~~On October 30, 2019, we launched the LGBTQ100 ESG Index, which references LGBTQ community survey data in the methodology for a benchmark listing of the nation’s highest financially performing companies that our respondents believe are ~~developing~~most committed to advancing equality.

We also plan to develop a digital media network ~~specializing~~that will specialize in targeting highly sought-after niche demographic audiences. ~~The company will~~In that regard, we intend to focus on two core businesses, an ~~LGBT Ad~~LGBTQ Advertising Network and an ~~LGBT Digital~~LGBTQ Media Network. Through our digital platform, we ~~will~~expect to aggregate content from around the world. We ~~will~~also intend to create original content along with sponsored content in a 24/7 digital network. The ~~LGBT Ad~~LGBTQ Advertising Network ~~will~~is intended to assist brands in global targeting of the ~~LGBT~~LGBTQ demographic. The AdLGBTQ Advertising Network ~~will~~is expected to provide advertisers and brands with over 300 mainstream digital platforms and ~~a “bullseye” on~~access to this loyal, affluent and ever-expanding audience. We ~~will~~intend to deliver to our audience ~~with a~~ relevant sponsored content marketing message across all spectrums of digitally connected devices. ~~Our unique~~We believe that our value proposition to our audience and sponsors iswill be the ability to deliver aggregated and original content, with emphasis on interactive content and captive video.

LGBTQ Loyalty Holdings, Inc.

Notes to Condensed Consolidated Financial Statements

September 30, 2019 and 2018

(Unaudited)

Note 2. Summary of Significant Accounting Policies

Going Concern

The accompanying unaudited condensed consolidated financial statements have been prepared in conformity with ~~generally accepted accounting principles (“GAAP”),~~GAAP, which contemplates our continuation as a going concern. We have incurred losses to date of ~~$3,682,841~~$8,092,081 and have negative working ~~capital.~~capital of $672,961. To date we have funded our operations through advances from related parties, ~~issuance~~issuances of convertible debt, and the sale of our common and preferred stock. We intend to raise additional funding through third party equity or debt financing. There is no certainty that funding will be available as needed. These factors raise substantial doubt about our ability to continue operating as a going concern. Our ability to continue our operations as a going concern, realize the carrying value of our assets, and discharge our liabilities in the normal course of business is dependent upon our ability to raise capital sufficient to fund our commitments and ongoing losses, and ultimately generate profitable operations. The accompanying unaudited condensed consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

Principles of Consolidation

The accompanying unaudited condensed consolidated financial statements include the accounts of the Company and our wholly owned subsidiaries, LGBTQ Loyalty, LLC, LifeApps Inc. ~~and~~, Sports One Group Inc. and Loyalty Preference Index, Inc. (“LPI”), which was formed on July 24, 2019. All material inter-company transactions and balances have been eliminated in consolidation.

~~LifeApps Brands Inc.~~

~~Notes to Condensed Consolidated Financial Statements~~

~~September 30, 2018 and 2017~~

~~(Unaudited)~~

Use of Estimates

The preparation of financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities in the balance sheets and revenues and expenses during the years reported. Actual results may differ from these estimates.

LGBTQ Loyalty Holdings, Inc.

Notes to Condensed Consolidated Financial Statements

September 30, 2019 and 2018

(Unaudited)

~~Fair Value Measurements:~~Derivative Liabilities

~~ASC Topic 820, Fair Value Measurements~~The Company has financial instruments that are considered derivatives or contain embedded features subject to derivative accounting. Embedded derivatives are valued separately from the host instrument and ~~Disclosures (“ASC 820”), provides a comprehensive framework for measuring~~are recognized as derivative liabilities in the Company’s balance sheet. The Company measures these instruments at their estimated fair value and ~~expands disclosures which are required about~~recognizes changes in their estimated fair value ~~measurements. Specifically, ASC 820 sets forth~~in results of operations during the period of change. The Company has a definition of fair value and establishes a hierarchy prioritizing the inputs to valuation techniques, giving the highest priority to quoted prices in active markets for identical assets and liabilities and the lowest priority to unobservable value inputs. ASC 820 defines the hierarchy as follows:

Level 1 – Quoted prices are available in active markets for identical assets or liabilities as of the reported date. The types of assets and liabilities included in Level 1 are highly liquid and actively tradedsequencing policy regarding share settlement wherein instruments with ~~quoted prices,~~a fixed conversion price or floor would be settled first, and interest payable in shares settle next. Thereafter, share settlement order is based on instrument issuance date – earlier dated instruments settling before later dated. The sequencing policy also considers contingently issuable additional shares, such as ~~equities listed~~those issuable upon a stock split, to have an issuance date to coincide with the event giving rise to the additional shares. The policy includes all shares issuable pursuant to debenture and preferred stock instruments as well as shares issuable under service and employment contracts and interest on ~~the New York Stock Exchange.~~

Level 2 – Pricing inputs are other than quoted prices in active markets, but are either directly or indirectly observable as of the reported date. The types of assets and liabilities in Level 2 are typically either comparable to actively traded securities or contracts, or priced with models using highly observable inputs.

Level 3 – Significant inputs to pricing that are unobservable as of the reporting date. The types of assets and liabilities included in Level 3 are those with inputs requiring significant management judgment or estimation, such as complex and subjective models and forecasts used to determine the fair value of financial transmission rights.

Our financial instruments consist of cash, short-term trade receivables, prepaid expenses, payables, accruals and convertible notes payable. The carrying values of cash and cash equivalents, short-term trade receivables, prepaid expenses, payables, and accruals approximate fair value because of the short-term maturities of these instruments. The fair value of notes payable approximated to their carrying value as generally their interest rates reflected our effective annual borrowing rate.short term loans.

Intangibles

Intangibles, which include websites and databases acquired, internet domain name costs, and customer lists, are being amortized over the expected useful lives which we estimate to be three to five years. In accordance with Financial Accounting Standards Board (“FASB”), ~~Accounting Standards Codification (“ASC”)~~ASC Topic 350Intangibles – Goodwill and Other (“ASC 350”), the costs to obtain and register internet domain names were capitalized.

~~LifeApps Brands Inc.~~ We expended $10,000 and $0 for website development for the three months ended September 30, 2019 and 2018, respectively and $47,500 and $0 for the nine months ended September 30, 2019 and 2018, respectively. Amortization of these costs will begin when the website becomes active.

LGBTQ Loyalty Holdings, Inc.

Notes to Condensed Consolidated Financial Statements

September 30, ~~2018~~2019 and ~~2017~~2018

(Unaudited)

~~Derivative Financial Instruments:~~

We do not use derivative instruments to hedge exposures to cash flow, market or foreign currency risks. We evaluate all of our financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. For stock-based derivative financial instruments, we used a Black-Scholes valuation model to value the derivative instruments at inception and on subsequent valuation dates. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the balance sheet as current or non-current based on whether net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date.

Revenue Recognition

ASC Topic606, “Revenue from Contracts with Customers” establishes principles for reporting information about the nature, amount, timing and uncertainty of revenue and cash flows arising from the entity’s contracts to provide goods or services to customers.

Revenues are recognized when control of the promised goods or services are transferred to a customer, in an amount that reflects the consideration that the Company expects to receive in exchange for those goods or services. The Company applies the following five steps in order to determine the appropriate amount of revenue to be recognized as it fulfills its obligations under each of its agreements:

	●	identify the contract with a customer;

●	identify the performance obligations in the contract;

●	determinethe transaction price;

●	allocate the transaction price to performance obligations in the contract; and

●	recognize revenue as the performance obligation is satisfied.

Revenue ~~is currently~~was derived primarily from the sale of sports and fitness apparel and ~~equipment, and software applications designed for use on mobile devices such as smart phones and tablets.~~

We sell our software directly via Internet download through third party agents. We recognize revenue when payment is received from the agent. Payment is received net of commission paid to the agent, usually 70% to us and 30% to the agent. We record the net amount received as revenue.

~~We plan to publish and sell digital magazines through the internet. Magazines can be purchased as individual volumes or as a subscription. To date we have not had any subscription sales.~~equipment.

~~Cost of Revenue~~Website and software development costs

~~Cost~~Website and software costs are eligible for capitalization under ASC 350-50 and ASC 985-20, Software-Costs of ~~revenue includes~~Software to be Sold, Leased or Marketed. We expended $10,000 and $0 for website development for the ~~cost~~three months ended September 30, 2019 and 2018, respectively and $47,500 and $0 for the nine months ended September 30, 2019 and 2018, respectively. Amortization of ~~amounts paid for articles, photography, editorial and production cost of~~these costs will begin when the ~~magazine and ongoing web hosting costs. Cost of revenue related to product sales includes the direct cost of those products sold.~~website becomes active.

Rent Expense

We recognize rent expense on a straight-line basis over the reasonably assured lease term as defined in ASC Topic ~~840,~~842, Leases (“ASC ~~840”~~842”). Our ~~lease is short term and will be renewed~~membership agreement for shared office space expires on ~~a month to month basis.~~May 31, 2020. Rent expense was $0$13,671 and ~~$363~~$0 for the three months ended September 30, ~~2018~~2019 and ~~2017,~~2018, respectively and ~~$255~~$17,894 and ~~$3,975~~$255 for the nine months ended September 30, 2019 and 2018, ~~and 2017,~~ respectively. We adopted ASC 842 on its effective date of January 1, 2019. The adoption did not have any effect on our condensed consolidated financial statements.

~~LifeApps Brands~~LGBTQ Loyalty Holdings, Inc.

Notes to Condensed Consolidated Financial Statements

September 30, ~~2018~~2019 and ~~2017~~2018

(Unaudited)

~~Stock-Based Compensation~~

~~Stock-based compensation is presented in accordance with the guidance of ASC Topic 718,~~~~Compensation – Stock Compensation~~ (“ASC 718”). Under the provisions of ASC 718, companies are required to estimate the fair value of share-based payment awards on the date of grant using an option-pricing model. The value of the portion of the award that is ultimately expected to vest is recognized as expense over the requisite service periods in our consolidated statements of operations.

Earnings per share

We calculate earnings per share in accordance with ASC Topic 260Earnings Per Share, which requires a dual presentation of basic and diluted earnings per share. Basic earnings per share are computed using the weighted average number of shares outstanding during the fiscal year. Diluted earnings per share represent basic earnings per share adjusted to include the potentially dilutive effect of outstanding stock options and warrants. The diluted earnings per share were not calculated because we recorded net losses for the periods ended September 30, ~~2018~~2019 and ~~2017,~~2018, and the outstanding stock options and warrants are anti-dilutive.

Weighted average shares outstanding would have increased by approximately ~~2,893,000~~7,717,000 and ~~11,065,000~~3,098,000 for the ~~periods~~nine months ended September 30, 2019 and 2018, respectively, and ~~2017~~7,252,000 and 2,885,000 for the three months ended September 30, 2019 and 2018, respectively, on a fully diluted basis.

Recent Pronouncements

From time to time, new accounting pronouncements are issued that we adopt as of the specified effective date. We believe that the impact of recently issued standards that are not yet effective may have an impact on our results of operations and financial position.

~~In February 2016, the FASB issued ASU No. 2016-02,~~~~Leases~~, to improve financial reporting about leasing transactions. This ASU will require organizations that lease assets (“lessees”) to recognize a lease liability and a right-of-use asset on its balance sheet for all leases with terms of more than twelve months. A lease liability is a lessee’s obligation to make lease payments arising from a lease, measured on a discounted basis and a right-of-use asset represents the lessee’s right to use, or control use of, a specified asset for the lease term. The amendments in this ASU simplify the accounting for sale and leaseback transactions primarily because lessees must recognize lease assets and lease liabilities. This ASU leaves the accounting for the organizations that own the assets leased to the lessee (“lessor”) largely unchanged except for targeted improvements to align it with the lessee accounting model and Topic 606, Revenue from Contracts with Customers.

The amendments in ASU 2016-02 are effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Lessees (for capital and operating leases) and lessors (for sales-type, direct financing, and operating leases) must apply a modified retrospective transition approach for leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements. The modified retrospective approach would not require any transition accounting for leases that expired before the earliest comparative period presented. Lessees and lessors may not apply a full retrospective transition approach. The Company is evaluating the potential impact of ASU 2016-02 on its Consolidated Financial Statements.

~~LifeApps Brands Inc.~~

~~Notes to Condensed Consolidated Financial Statements~~

~~September 30, 2018 and 2017~~

~~(Unaudited)~~

Other accounting standards that have been issued or proposed by the FASB or other standards-setting bodies that do not require adoption until a future date are not expected to have a material impact on the Company’s consolidated financial statements upon adoption.

Note 3. Related Party Transactions – Officer, Director and Shareholder Advances

Parties, which can be a corporation or an individual, are considered to be related if we have the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operating decisions. Companies are also considered to be related if they are subject to common control or common significant influence.

~~Advances~~Amounts due to related ~~parties~~party represent cash advances, salary accruals, notes payable, and amounts paid on our behalf by an officer, director and shareholders of the Company. ~~These~~The cash advances are non-interest bearing, short term in nature and due on demand. The balance of our cash advances atSeptember30, ~~2018~~2019 and December 31, ~~2017~~2018 was $10,900 and $10,974, respectively. Salary accruals as of September 30, 2019 and ~~$7,675,~~December 31, 2018 amounted to $116,250 and $348,800, respectively. Payments of accrued salaries for the three-month periods ended September 30, 2019 and 2018 amounted to $82,500 and $0, respectively. Payments of accrued salaries for the nine-month periods ended September 30, 2019 and 2018 amounted to $162,750 and $0, respectively.

Notes payable to related parties atSeptember30, ~~2018~~2019 and December 31, ~~2017~~2018 totaled $17,885 ~~and $17,585, respectively~~ with a 2% annual interest rate. Currently the ~~company~~Company has defaulted on all of their related party loan obligations. Forbearance has been granted by the related parties on all loans. ~~Salary accruals for the three-month periods endedSeptember30, 2018 and 2017 amounted to $81,000 and $37,500 respectively. Salary accruals for thenine-month periods endedSeptember30, 2018 and 2017 amounted to $243,000 and $112,500, respectively.~~ Net cash advances to the Company amounted to ~~$3,599~~$0 and ~~$48,510,~~$3,029, respectively, for the periods endedSeptember30, ~~2018~~2019 and ~~2017. Total unpaid~~2018.

During the nine months ended September 30, 2019 we began the accrual of director’s fees for five individuals at the rate of $25,000 per annum. Four of the directors have agreed to receive their fee payments in shares of the Company’s common stock with the number of shares to be issued based on the 5-day average trading price of the stock at the end of each month. During the three and nine months ended September 30, 2019 we accrued ~~salary was $844,154~~an aggregate of $31,250 and ~~$601,154 as~~$68,750, respectively, for director fees. As ofSeptember30, ~~2018~~2019, an aggregate of 649,080 shares of our common stock are issuable pursuant to the director compensation agreements.

On March 21, 2019 all parties to the employment and service agreements converted amounts due thereunder at December 31, ~~2017, respectively.~~2018 into 8,600,298 shares of common stock.

On December 19, 2017 we entered into an Employment Services Agreements with our Chief Executive Officer and our President and an Executive Management Consulting Agreement with our former Chief Executive Officer. The Agreements have a two-year term and are subject to automatic renewal for successive periods of one year unless either we or the counterparties give the other written notice of intention to not renew at least 30 days prior to the end of the existing term. The ~~Agreement~~Agreements with our current and former Chief Executive Officers provide for base compensation of ~~$150,000 and~~$150,000. We also have a separate Agreement with our President that provides for a base annual salary of ~~$24,000 for our President.~~$24,000. The compensation payments are payable in bi-weekly installments. In the event any of the payments are not made within 30 days of the due date, they ~~will~~ accrue interest at the rate of 10% per annum.

~~LifeApps Brands~~LGBTQ Loyalty Holdings, Inc.

Notes to Condensed Consolidated Financial Statements

September 30, ~~2018~~2019 and ~~2017~~2018

(Unaudited)

~~The~~Each of the foregoing Agreements contain customary termination provisions including terminations with or without cause, for good reason or voluntarily, non-competition and non-solicitation provisions, and an inventions and patents provision which provides that all the work produced by the counterparties, which is created, designed, conceived or developed by them in the course of their employment under the Agreements belong to us. Effective ~~as of~~ January 1, 2018, the ~~agreements~~Agreements were modified to remove the conversion right provisions. On February 15, 2019 the Executive Management Consulting Agreement with our former Chief Executive Officer was terminated by mutual agreement.

During the three ~~and nine month periods~~months ended September 30, 2019 and 2018 we recorded interest accruals of $694 and $5,736, ~~and $7,976~~respectively, related to the ~~agreements.~~contracts. During the nine months ended September 30, 2019 and 2018 we recorded interest accruals of $7,179 and $7,976, respectively, related to the contracts.

Note 4.~~Note~~ Notes Payable

Notes payable to ~~two~~ unrelated third parties amounted to ~~$28,000~~$10,986 atSeptember30, ~~2018~~2019 and ~~$20,000 to a single unrelated third party~~$33,000 at December 31, ~~2017~~2018 with an interest rates of 2% and 7% per ~~annum. One of the notes~~annum, respectively. The note in the amount of ~~$18,000~~$10,986 at September 30, ~~2018~~2019 is past due and is, therefore, in default. The other ~~note~~notes were issued in August and December of 2018 aggregating $15,000. On March 7, 2019, the ~~amount~~lender agreed to convert the $15,000 in loan principal into shares of ~~$10,000 provides for the~~our common stock at a conversion price of $0.08 per share resulting in an issuance of ~~775,000~~187,500 shares ~~of common stock as additional~~during the quarter ended June 30, 2019. The lender also agreed to waive all interest due ~~at maturity.~~on the loans. During the nine months ended September 30, 2019, the Company repaid $7,014 pertaining to these notes.

Note 5. Convertible Note Payable

On March 6, 2018, we executed a Promissory Note (the “2018 Note”) to an unrelated entity and received an aggregate of $32,000. The 2018 Note has an initial term of one year and provides for an original issue discount of $3,000, which is being amortized over the initial term. The ~~note~~2018 Note carries a face interest ~~rates~~rate of 12% per annum. The ~~Lender has~~lender had the right, at any time and/or after 180 days at their election to convert all or part of the outstanding and unpaid principal and accrued interest into shares of our common stock. The conversion price iswas 58% of a two-day average of the lowest trading price in the 15 range of 15 trading days prior to the conversion. The ~~Notes provide~~2018 Note provided for additional penalties if we ~~cannot~~could not deliver the underlying common stock on a timely basis.

We evaluated the terms of the conversion features of the convertible note in accordance with ASC Topic No. 815 - 40, Derivatives and Hedging - Contracts in Entity’s Own Stock and determined it is indexed to the Company’s common stock and that the conversion features meet the definition of a liability and therefore bifurcated the conversion feature and accounted for it as a separate derivative liability.

~~We valued the conversion feature at origination of the Note at $55,118 using the Black Scholes valuation model with the following assumptions: dividend yield of zero, 1 year~~LGBTQ Loyalty Holdings, Inc.

Notes to ~~maturity, risk free interest rate of 3.03%~~Condensed Consolidated Financial Statements

September 30, 2019 and annualized volatility of 298.79%. $32,000 of the value assigned to the derivative liability was recognized as a debt discount on the convertible debenture. The debt discount was recorded as reduction (contra-liability) to the convertible Note and is being amortized over the initial term of the convertible Note. The balance of $23,118 of the value assigned to the derivative liability was recognized as origination interest on the derivative liability and expensed on origination.2018

(Unaudited)

To determine the fair value of our embedded derivatives, management evaluates assumptions regarding the probability of certain future events. Other factors used to determine fair value include our period end stock price, historical stock volatility, risk free interest rate and derivative term. The fair value recorded for the derivative liability varies from period to period. This variability may result in the actual derivative liability for a period either above or below the estimates recorded on our consolidated financial statements, resulting in significant fluctuations in other income (expense) because of the corresponding non-cash gain or loss recorded.

During the quarter ended September 30, 2018, the ~~company~~Company became subject to a penalty assessment of $17,500 due to a loan covenant violation. Such amount has been expensed as additional interest. Additionally, the fair value of the derivative liability associated with the penalty amounted to $29,265 and has been recorded as additional interest expense.

~~Also, during the quarter ended~~On September 20, 2018, the lender exercised conversion rights pursuant to the loan agreement and converted $8,000 of the loan principal into 1,777,778 shares of common stock. The ~~company~~Company recognized an aggregate of $10,375 of shareholder equity as a result of the conversion based of a fair value calculation at the conversion date and related adjustments to remaining loan discounts applicable to the converted loan amount.

~~LifeApps Brands Inc.~~

~~Notes~~ On December 31, 2018, the lender exercised conversion rights pursuant to ~~Condensed Consolidated Financial Statements~~

~~September 30, 2018~~the loan agreement and ~~2017~~

~~(Unaudited)~~converted $8,000 of the loan principal into 5,305,040 shares of common stock. The Company recognized an aggregate of $7,583 of shareholder equity as a result of the conversion based of a fair value calculation at the conversion date and related adjustments to remaining loan discounts applicable to the converted loan amount.

We ~~value~~valued the derivative liability at estimated fair market value and at the end of each accounting ~~period with the~~period. The difference in value is recognized as gain or ~~loss.~~loss in the statement of operations.

During the period February 6, 2019 through and including February 11, 2019, the holder of the 2018 Note in the original principal amount of $35,000 converted the remaining $26,920 in principal and $4,255 in interest into an aggregate of 26,398,734 shares of our common stock at a conversion price of $0.0015 per share. As the result of such conversions, the 2018 Note has been repaid in full and terminated. The shares were issued in reliance on Section 4(a)(2) of the Securities Act of 1933, as amended.

Note 6. Long-term Debt

On June 4, 2019 (the “Closing Date”), we entered into and closed a Securities Purchase Agreement (the “SPA”) with Pride Partners LLC (the “Purchaser” or “Pride”), a New York limited liability company, pursuant to which for a purchase price of $500,000, the Purchaser purchased $550,000 in principal amount of a 10% Original Issue Discount Senior Convertible Debenture (the “Debenture”) due 15 months following the date of issuance and an 18 month common stock purchase warrant (the “Warrant”) exercisable for up to 6,250,000 shares (subject to adjustment thereunder) of our common stock.

LGBTQ Loyalty Holdings, Inc.

Notes to Condensed Consolidated Financial Statements

September 30, 2019 and 2018

(Unaudited)

Subject to earlier conversion or redemption, the Debenture is due on June 4, 2020 (the “Maturity Date”). At~~September30, 2018~~ any time after June 4, 2019, the Debenture is convertible, in whole or in part, into shares of common stock (the “Conversion Shares”) at the option of the holder, at any time and from time to time (subject to a 4.99% beneficial ownership limitation). If, on the Maturity Date, the outstanding principal balance of the Debenture is $50,000 or less, the Debenture, including all accrued and unpaid interest then due thereon, is automatically convertible into common stock. Subject to adjustment, the per share conversion price for the Debenture on any conversion date is the lesser of (i) $0.1069 or (ii) 85% of the lowest single trading date volume weighted average price for our Common stock during the 5 trading days prior to the conversion date. No later than the earlier of (i) 2 trading days after our receipt of a notice of conversion and (ii) the number of trading days comprising the standard settlement period after our receipt of a notice of conversion, we are required to deliver Conversion Shares which, when permitted under applicable securities laws, will be delivered free of restrictive legends and trading restrictions. In the event that we fail to deliver Conversion Shares by the applicable delivery date, the holder may rescind such conversion until such time that the Conversion Shares are received by the holder. Our failure to timely deliver Conversion Shares subjects us to the payment of liquidated damages to the holder as well as buy-in liability under circumstances where the holder is required to purchase Common Stock in the open market in satisfaction of a sale by the holder of Conversion Shares which the holder was entitled to receive. We are required to reserve and keep available from our authorized and unissued shares of Common Stock a sufficient number of shares to cover conversions of the Debenture. The number and amount of Conversion Shares issuable upon conversion is subject to adjustment in the event of stock splits and stock dividends. The Debenture also provides for full ratchet anti-dilution price adjustments under circumstances where, during the term of the Debenture, we issue Common Stock or common stock equivalents, exclusive of certain exempt issuances, at prices below the then applicable Debenture conversion price. The Debenture further provides for adjustments in the event of certain rights offerings, pro rata distributions to shareholders and fundamental transactions. The Debenture is subject to optional redemption by us, for cash, in whole or in part, upon 20 trading days prior written notice by us but only in the event, unless waived by the holder, we satisfy certain equity conditions (as such term is defined in the Debenture) during such 20 trading day period. Penalty interest is payable by us if we fail to effect an optional redemption by the applicable optional redemption date. The Debenture subjects us to negative covenants while the Debenture is outstanding.

We evaluated the terms of the conversion features of the Debenture and the Warrant in accordance with ASC Topic No. 815 - 40, Derivatives and Hedging - Contracts in Entity’s Own Stock and determined it is indexed to the ~~valuation~~Company’s common stock and that the conversion features meet the definition of a liability and therefore bifurcated the conversion feature and accounted for it as a separate derivative liability.

To determine the fair value of our embedded derivatives, management evaluates assumptions regarding the probability of certain future events. Other factors used to determine fair value include our period end stock price, historical stock volatility, risk free interest rate and derivative term. The fair value recorded for the derivative liability varies from period to period. This variability may result in the actual derivative liability for a period either above or below the estimates recorded on our condensed consolidated financial statements, resulting in significant fluctuations in other income (expense) because of the corresponding non-cash gain or loss recorded.

We valued the conversion features at origination of the Debenture and the Warrant at $962,887 using the ~~Black-Sholes~~Black Scholes valuation model with the following assumptions: dividend yield of zero, ~~.44 years~~1.25 year to maturity, risk free interest rate of ~~2.49%~~2.11% and annualized volatility of ~~143%~~312.4%. We$500,000 of the value assigned to the derivative liability was recognized ~~$26,625~~as a debt discount on the convertible debenture. The debt discount was recorded as reduction (contra-liability) to the convertible debenture and ~~$34,127~~is being amortized over the initial term of ~~income~~the convertible debenture.

LGBTQ Loyalty Holdings, Inc.

Notes to Condensed Consolidated Financial Statements

September 30, 2019 and 2018

(Unaudited)

The balance of $462,887 of the value assigned to the derivative liability was recognized as origination interest on the derivative liability and expensed on origination. In accordance with the Company’s sequencing policy, shares issuable pursuant to the convertible debenture would be settled subsequent to the Company’s Series B preferred stock as described in Note 1.

On August 27, 2019, the Company entered into Amendment No. 1 to Securities Purchase Agreement, Debentures and Registration Rights Agreement (the “Amendment”) with Pride. Pursuant to the terms of the Amendment, Pride agreed to purchase an additional $220,000 in principal amount of 10% Original Issue Discount Senior Convertible Debenture for $200,000 in cash, $100,000 of which was paid at signing of the ~~change in~~Amendment and the remaining $100,000 of which was paid on September 16, 2019. As a result of this additional investment, the Company amended the currently outstanding 10% Original Issue Discount Senior Convertible Debenture that was issued to Pride on June 4, 2019 to increase the face value of the debenture from $550,000 to $770,000. No additional warrants were included in the amended agreement.

We valued the conversion features of the additional Debenture at $237,149 using the Black Scholes valuation model with the following assumptions: dividend yield of zero, 1 year to maturity, risk free interest rate of 1.75% and annualized volatility of 303.7%. $200,000 of the value assigned to the derivative liability was recognized as a debt discount on the convertible debenture. The debt discount was recorded as reduction (contra-liability) to the convertible debenture and is being amortized over the remaining term of the convertible debenture. The balance of $37,149 of the value assigned to the derivative liability was recognized as origination interest on the derivative liability and expensed on origination.

During the period from August 14, 2019 to September 30, 2019 the Purchaser exercised an aggregate of 1,405,000 shares of common stock pursuant to the exercise provisions of the Warrant. The company received an aggregate of $51,569 as a result of the Warrant exercises.

During the period from July 25, 2019 to August 14, 2019 the Purchaser converted an aggregate of $21,910 of the Debenture into an aggregate of 427,500 shares of common stock. The company recognized $18,925 of interest expense related to the write-off of discounts related to the conversion amounts.

A summary of the derivative liability associated with the SPA for the ~~three- and nine-month periods endedSeptember30, 2018. Interest expense for thenine- month~~ period endedSeptember30, ~~2018 includes $52,453 of origination interest, amortization of debt discounts of $24,273 and interest accrual of $2,400.~~

At~~September30, 2018 the balance of the Note~~2019 is ~~comprised of the following:~~as follows:

Face amount of Note $ 44,500
Original issue discount (1,290 )
Debt discount (8,205 )
$ 35,005

	Convertible
	Debenture			Warrant			Total

Initial valuation	$	469,956		$	492,931		$	962,887
Additional funding		237,149						237,149
Warrant exercises					(65,991	)		(65,991	)
Debenture conversions		(24,137	)					(24,137	)
Change in derivative value		573,392			(80,991	)		492,401
Balance at September 30, 2019	$	1,256,360		$	345,949		$	1,602,309

LGBTQ Loyalty Holdings, Inc.

Notes to Condensed Consolidated Financial Statements

September 30, 2019 and 2018

(Unaudited)

Note 6.7. Stockholders’ Equity

~~During~~Common Stock

On January 25, 2019, we entered into and closed a securities exchange under a Securities Exchange Agreement (the “Securities Exchange Agreement”) with LGBT Loyalty LLC (“LGBT Loyalty”) and Maxim Partners, LLC (“Maxim”), pursuant to which we acquired all of the~~nine-month period endedSeptember30, 2018~~ membership interests of LGBT Loyalty, making LGBT Loyalty a wholly owned subsidiary of ours, in exchange for 120,959,996 shares (the “Shares”) of our restricted common stock and one share of our newly created Series A Convertible Preferred Stock (the “Series A Preferred Stock”). The Shares issued to Maxim represented, upon issuance, 49.99% of our then issued and outstanding shares of common stock. On March 29, 2019 an additional 8,598,578 shares were issued to Maxim for the conversion of the Series A Convertible Preferred Stock. LGBT Loyalty has no assets, liabilities nor operations at the exchange date, therefore, the value ascribed to the issued stock ($388,675) has been charged to operations as expenses of the merger.

Effective February 20, 2019 we issued an aggregate of 750,000 shares of restricted common stock to a consultant in accordance with a service contract that provided for a 250,000 share stock grant and the exercise of 500,000 stock options in exchange for the cancellation of $5,000 then outstanding accounts payable due to the consultant for prior services.

During the nine months ended September 30, 2019 we issued an aggregate of 3,000,000 shares of restricted common stock to three unrelated individuals in accordance with their appointment as directors of the Company.

Effective March 26, 2019 we issued an aggregate of 8,600,298 shares of our restricted common stock pursuant to the automatic exercise of warrants issued to two current and prior company officers on January 25, 2019. The warrants were issued in exchange for the cancellation of an aggregate of $348,312 of salary and interest accruals through December 31, 2018.

During the period ended September 30, 2019 we issued 2,000,000 shares of common stock in connection with consulting agreements with two unrelated entities. The shares were valued at the respective trading prices of our common stock on the dates the agreements were signed.

On June 26, 2019 we issued 187,500 shares of restricted common stock in connection with the conversion of notes payable as described in Note 4 above.

During the quarter ended September 30, ~~2018~~2019 we issued an ~~unrelated third party purchased 2,000,000~~aggregate of 1,832,500 shares of common stock to Pride as described in Note 6. Also during the quarter ended September 30, 2019 we issued 16,794 shares and 734,918 shares of common stock to a Series B Preferred Stock investor for ~~$10,000 in cash at $.05~~accrued dividends and conversion of 25,000 shares of the Series B Preferred Stock.

Series B Convertible Preferred Stock

On April 3, 2019 we filed a Certificate of Designations, Preferences and Rights of Series B Convertible Preferred Stock with the Delaware Secretary of State to create a new class of preferred stock, $0.001 par value per share, designated Series B Convertible Preferred Stock (“Series B Preferred Stock”) and ~~made a loan~~authorized the issuance of up to ~~the company in the amount of $10,000. The loan provided for a stock grant of 750,000~~1,500,000 shares of Series B Preferred Stock. The Series B Preferred Stock has no voting, liquidation or other rights other than the right to receive dividends and to convert into common stock.

~~Also,~~

LGBTQ Loyalty Holdings, Inc.

Notes to Condensed Consolidated Financial Statements

September 30, 2019 and 2018

(Unaudited)

The stated value of each share of Series B Convertible Preferred Stock for purposes of conversions and dividends is $1.15 (the “Conversion/Dividend Stated Value”). The stated value of each share of Series B Convertible Preferred for purposes of redemptions is $1.35 (the “Redemption Stated Value”). On April 3, 2019 we received an aggregate of $125,000 from the issuance of 125,000 shares of the Series B Convertible Preferred Stock. Each $25,000 of the preferred stock is convertible into $28,750 worth of common stock. The discount between the $28,750 and $25,000 for each $25,000 investment has been recognized and amortized. Additionally, the Preferred Stock contains a Beneficial Conversion Feature (BCF) that has been recognized. The BCF is the difference between the conversion price and the market price at inception multiplied by the number of common shares into which the Preferred Stock is convertible. The BCF is also treated as ~~described in Note 5,~~a discount on the ~~company issued 1,777,778~~Preferred Stock, which is amortized over the life of the instrument. Amortization of the discount will continue through April 3, 2021 and amounted to $50,913 for the period ended September 30, 2019. Subject to earlier conversion or redemption, the Series B Preferred Stock will automatically convert into fully paid and non-accessible shares of our common stock 24 months following the date of issuance of such Series B Preferred Stock without any action or payment required on the part of the holder of the Series B Convertible Preferred Stock. Subject to a floor price limitation of $0.03 per share, the automatic conversion price to which the Conversion/Dividend Stated Value will be applied will be the lower of (i) $0.10 per share of common stock; or (ii) a 20% discount to the lowest volume weighted average price (“VWAP”) for our common stock on our principal trading market during the five (5) trading days immediately prior to the automatic conversion date.

In September 2019, a Series B investor converted 25,000 shares of Series B Preferred Stock for 734,918 shares of common ~~stock pursuant~~stock.

LGBTQ Loyalty Holdings, Inc.

Notes to ~~a debt-to-equity conversion.~~Condensed Consolidated Financial Statements

September 30, 2019 and 2018

(Unaudited)

~~Additionally,~~Series C Convertible Preferred Stock

On June 3, 2019 we filed a Certificate of Designation of Preferences, Rights and Limitations of Series C Convertible Preferred Stock (the “Series C COD”) with the Delaware Secretary of State to create a new class of preferred stock, $0.001 par value per share, designated Series C Convertible Preferred Stock (“Series C Preferred Stock”) and authorized the issuance of up to 129,559 shares of Series C Preferred Stock. On the Closing Date, all of the 129,559 shares of Series C Preferred Stock were issued to Pride, the assignee of Maxim. On June 4, 2019 we entered into a Securities Exchange Agreement with Maxim (the “Holder”) pursuant to which the Holder exchanged 129,558,574 shares of Common Stock for 129,559 shares (the “Exchange Shares”) of our Series C Preferred Stock (the “Share Exchange”). At the request of the Holder, the Exchange Shares were issued to Holder’s assignee. The Series C Preferred Stock has no voting or other rights other than the right to receive dividends on a pari passu basis with holders of our Common Stock, the right to receive assets in the event of liquidation, dissolution or winding up on a pari passu basis with holders of our Common Stock and the right to convert into common stock. The stated value of each share of Series C Convertible Preferred for purposes of conversions is $1,000 (the “Stated Value”).

Each share of Series C Preferred Stock is convertible, at any time and from time to time, at the option of the holder thereof, into that number of shares of Common Stock (subject in each case to a 4.99% beneficial ownership limitation) determined by dividing the Stated Value of such share of Series C Preferred Stock by the Series C Preferred Stock conversion price of $1.00 per share. Consequently, each Share of Series C Preferred Stock is presently convertible into 1,000 shares of Common Stock.

Deferred Officer Compensation

We recorded ~~$146,966~~$152,644 and $141,293 of amortization of deferred officer compensation during the~~nine-month period endedSeptember30, 2018.~~

~~Note 7. Options~~

~~Stock based compensation expense for options for the~~ periods ended September 30, 2019 and 2018, ~~and 2017 amounted to $0 and $7,312.~~respectively. The 2019 amount includes the full amortization of the remaining balance due under the now terminated Executive Management Consulting Agreement with our former Chief Executive Officer.

~~LifeApps Brands Inc.~~

LGBTQ Loyalty Holdings, Inc.

Notes to Condensed Consolidated Financial Statements

September 30, ~~2018~~2019 and ~~2017~~2018

(Unaudited)

~~(Unaudited)~~Note 8. Options and Warrants

The following is a summary of stock options issued pursuant to the ~~plan:~~2012 Equity Incentive Plan:

	Options		Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (in years)		Aggregate Intrinsic Value		Options		Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (in years)		Aggregate Intrinsic Value

Outstanding January 1, 2018		17,246,688	$	0.0056		3.4		—
Outstanding January 1, 2019										6,300,000	$	0.0049		2.4		-
Granted		—	$	—		—		—		-	$	-		-		-
Exercised		—	$	—		—		—		500,000	$	0.01		-		-
Cancelled		—	$	—		—		—		-	$	-		-		-
Outstanding September 30, 2018		17,246,688	$	0.0056		2.70	$	—
Exercisable September 30, 2018		17,246,688	$	0.0056		2.70	$	—
Outstanding September 30, 2019										5,800,000	$	0.0045		1.7	$	-
Exercisable September 30, 2019										5,800,000	$	0.0045		1.7	$	-

~~Stock~~There was no stock based compensation expense for options for the periods endedSeptember30, ~~2018~~2019 and ~~2017 amounted to $0 and $7,312.~~2018. There will be no additional compensation expense recognized in future periods.

On January 25, 2019 we issued warrants to two Company executives in exchange for the cancellation of an aggregate of $348,312 of salary and interest accruals through December 31, 2018. The warrants were fully exercised as described in Note 7 above.

On June 4, 2019 we issued a warrant to purchase an aggregate of 6,250,000 shares of our common stock. The warrant is exercisable through December 4, 2020. The exercise price per share of Common Stock under this Warrant shall be the lesser of (i) $0.0855, or (ii) 75% of the lowest single trading day closing price during the five trading days prior to the exercise date. During the period from August 14, 2019 to September 30, 2019 the Purchaser exercised an aggregate of 1,405,000 shares of common stock pursuant to the exercise provisions of the Warrant. The company received an aggregate of $51,569 as a result of the Warrant exercises.

Note 9. Subsequent Events

~~LifeApps Brands Inc.~~Management has evaluated all activity up to November 14, 2019 and concluded that no subsequent events have occurred that would require recognition in these financial statements or disclosure in the notes to these financial statements other than the following:

LGBTQ Loyalty Holdings, Inc.

Notes to Condensed Consolidated Financial Statements

September 30, ~~2018~~2019 and ~~2017~~2018

(Unaudited)

~~Note 8. Outstanding Warrants~~On October 14, 2019 the Company entered into that certain Amendment No. 2 to Securities Purchase Agreement, Debentures and Registration Rights Agreement (the “Second Amendment”) with Pride. Pursuant to the terms of Amendment. Pride agreed to purchase an additional $330,000 in principal amount of 10% Original Issue Discount Senior Convertible Debenture for $300,000 in cash, $100,000 of which was paid at signing of the Second Amendment, $100,000 will be paid on or prior to November 14, 2019, and the remaining $100,000 will be paid on or prior to December 14, 2019. As a result of this additional investment, the Company amended the currently outstanding 10% Original Issue Discount Senior Convertible Debenture that was issued to Pride on June 4, 2019 and amended on August 27, 2019 to increase the face value of the debenture from $770,000 to $1,100,000 (provided that if Pride fails to make the second $100,000 or third $100,000 payment, the face value of the debenture will be reduced by $110,000 for each missed payment). As of November 14, 2019, the Company has received $200,000 pursuant to the Amendment.

~~There were no warrants issued during~~Pursuant to the ~~periods endedSeptember30, 2018 and 2017. The 400,000 previously outstanding warrants expired~~terms of the Second Amendment, the shares of common stock underlying the additional $330,000 in principal amount of 10% Original Issue Discount Senior Convertible Debenture (the “Additional Underlying Shares”) are not subject to the registration rights agreement entered into between the parties on ~~September 20, 2017.~~June 4, 2019, but the Company has granted certain demand registration rights to Pride in connection with the Additional Underlying Shares.

~~Note 9. Income Taxes~~

~~On December 22, 2017,~~Effective October 21, 2019 a Series B Preferred Stock investor notified the ~~United States enacted~~Company of intent to convert 25,000 shares of the ~~Tax Cuts and Jobs Act (the “Act”) resulting in significant modifications to existing law.~~Series B Preferred Stock into common stock. The Company has ~~completed a review~~authorized the issuance of ~~the accounting for the effects of the Act during the quarter ended December 31, 2017. The Company’s financial statements for the period endedSeptember30, 2018 reflect certain effects of the Act which includes a reduction in the corporate tax rate from 34% to 21% as well as other changes.~~

~~Income tax provision (benefit) for the periods endedSeptember30, 2018 and 2017, is summarized below:~~

2018 2017
Current:
Federal $ — $ —
State — —
Total current — —
Deferred:
Federal (21% tax rate in 2018) (104,600 ) (19,400 )
State (27,400 ) (3,100 )
Total deferred (132,000 ) (22,500 )
Valuation allowance 132,000 22,500
Total provision $ — $ —

~~The provision for income taxes differs from the amount computed by applying the statutory federal income tax rate to income before provision for income taxes.~~

~~The sources and tax effects of the differences as ofSeptember30, 2018 and 2017 are as follows:~~

2018 2017
Income tax provision at the federal statutory rate 21.0 % 34.0 %
State income taxes, net of federal benefit 5.5 % 5.5 %
Increase in valuation allowance (26.5 %) (39.5 %)
0.0 % 0.0 %

~~Components of the net deferred income tax assets atSeptember30, 2018 and December 31, 2017 were as follows:~~

2018 2017
Net operating loss carryovers (adjusted for revised tax rate) $ 496,100 $ 364,100
Valuation allowance (496,100 ) (364,100 )
$ — $ —

~~In accordance with ASC 740, atSeptember~~30, 2018 and December 31, 2017 we determined that a valuation allowance should be recognized against deferred tax assets because, based on the weight of available evidence, it is more likely than not (i.e., greater than 50% probability) that some portion or all of the deferred tax asset will not be realized in the future. We recognized a reserve of 100% of the amounts of the deferred tax benefit in the amount of $496,100 and $364,100, respectively.

~~LifeApps Brands Inc.~~

~~Notes to Condensed Consolidated Financial Statements~~

~~September 30, 2018 and 2017~~

~~(Unaudited)~~

~~As ofSeptember30, 2018, we had cumulative net operating loss carry forwards of $2,236,900 which expire from 2032 through 2038.~~

There are open statutes of limitations for taxing authorities in federal and state jurisdictions to audit our tax returns from 2010 through the current period. Our policy is to account for income tax related interest and penalties in income tax expense in the consolidated statement of operations. There have been no income tax related interest or penalties assessed or recorded.

~~Note 11. Subsequent Events~~

~~On October 25, 2018 we issued 1,000,000 shares to Sterling Financial Consultants LLC for accounting, tax and advisory services.~~

~~On December 5, 2018 we issued an aggregate of 2,750,000~~731,031 shares of ~~our restricted~~ common ~~stock~~ to one person pursuant to (i) an August 7, 2018 $10,000 promissory note, as amended, due on February 15, 2019 (750,000 shares) and (ii) a $10,000 Securities Purchase Agreement dated August 7, 2018 (2,000,000 shares). The shares were deemed to have been issued as of August 7, 2018.

~~On December 5, 2018 we issued 10,946,688 shares of our restricted common~~the investor stock ~~to Robert Gayman~~ pursuant to the exercise of (i) 6,000,000 stock options at an exercise price of $0.0026 per share or an aggregate of $15,600, and (ii) 4,946,688 stock options at an exercise price of $0.01 per share or an aggregate of $49,467, the payment for which was made by making a corresponding deduction to amounts owed by us to Mr. Gayman. conversion request.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

On December 5, 2018 Robert Gayman forgave $531,487.12 of the amount due to him by us for services rendered. On December 5, 2018 we issued 500,000 shares to our corporate counsel in consideration of its deferment, on a temporary basis, of legal fees due to it by us for services rendered.

On November 1, 2018 we entered into an Employment Services Agreement (the “Roan Agreement”) with Lawrence Roan pursuant to which Mr. Roan is serving as our Executive Director. The Roan Agreement has a 63-month term and is subject to automatic renewal for successive periods of one year unless either we or Mr. Roan gives the other written notice of intention to not renew at least 30 days prior to the end of the existing term. The Roan Agreement provides for a base annual salary of $100,000 and a two-year severance period in the event the Roan Agreement is terminated by us without cause or by Mr. Roan for good reason. Mr. Roan’s base salary payments are payable in bi-weekly installments. The Roan Agreement contains customary termination provisions including terminations with or without cause, for good reason or voluntarily, non-competition and non-solicitation provisions, and an inventions and patents provision which provides that all of the work produced by Mr. Roan, which is created, designed, conceived or developed by Mr. Roan in the course of his employment under the Roan Agreement belongs to us.

~~On November 1, 2018 the Management contracts for Bobby Blair and Brian Neal and the Consultant contract for Robert Gayman were amended to remove the deferred payment salary conversion feature.~~

~~ITEM 2.~~

~~MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS~~

The following discussion should be read in conjunction with the financial information included elsewhere in this Quarterly Report on Form 10-Q (this “Quarterly Report”), including our unaudited condensed consolidated financial statements as of September 30, ~~2018 and September 30, 2017~~2019 and for the three and nine months ended September 30, ~~2018~~2019 and ~~2017~~2018 and the related notes. References in this Management’s Discussion and Analysis of Financial Condition and Results of Operations section to “us,” “we,” “our,” and similar terms refer to ~~LifeApps Brands~~LGBTQ Loyalty Holdings, Inc., a Delaware corporation. This discussion includes forward-looking statements, as that term is defined in the federal securities laws, based upon current expectations that involve risks and uncertainties, such as plans, objectives, expectations and intentions. Actual results and the timing of events could differ materially from those anticipated in these forward-looking statements as a result of a number of factors. Words such as “anticipate,” “estimate,” “plan,” “continuing,” “ongoing,” “expect,” “believe,” “intend,” “may,” “will,” “should,” “could,” and similar expressions are used to identify forward-looking statements.

We caution you that these statements are not guarantees of future performance or events and are subject to a number of uncertainties, risks and other influences, many of which are beyond our control, which may influence the accuracy of the statements and the projections upon which the statements are based. Factors that may affect our results include, but are not limited to, the risk factors in Item 2.01 in our Annual Report on Form 10-K for the year ended December 31, ~~2017~~2018 filed with the Securities and Exchange Commission (the “SEC”) on ~~April,20, 2018.~~April 16, 2019. Any one or more of these uncertainties, risks and other influences could materially affect our results of operations and whether forward-looking statements made by us ultimately prove to be accurate. Our actual results, performance and achievements could differ materially from those expressed or implied in these forward-looking statements. We undertake no obligation to publicly update or revise any forward-looking statements, whether from new information, future events or otherwise.

Business Overview

~~LifeApps®~~On January 25, 2019, we entered into and closed a Securities Exchange Agreement (the “Securities Exchange Agreement”) pursuant to which LGBT Loyalty LLC (“LGBT Loyalty”) became a wholly owned subsidiary of ours. Through LGBT Loyalty, we intend to create, establish, develop, manage and fund an LGBTQ Loyalty Preference Index (the “Index”). On October 30, 2019, we launched the LGBTQ100 ESG Index through our wholly-owned subsidiary, Loyalty Preference Index, Inc., The environmental, social and governance (“ESG”) Index is the first-ever Index that references LGBTQ community survey data in the methodology for a ~~licensed developer~~benchmark listing of the nation’s highest financially performing companies that our respondents believe are most committed to advancing equality. We believe that the news marks a significant moment in time for diversity and ~~publisher~~inclusion initiatives in financial markets and Corporate America as the Index is available on NYSE, Bloomberg and Thomson Reuters.

We also plan to create additional businesses that will enhance the Index, including LGBTQ Loyalty Sponsorship which we intend to establish to promote the growth of ~~apps~~the Index. We will pursue partnerships with socially conscious companies globally that seek to market and advertise directly to LGBTQ consumers. We also intend to partner with some of the most recognizable LGBTQ community leaders from around the world to have them become LGBTQ Loyalty Sponsorship members that will promote the Index. The LGBTQ Loyalty Sponsorship will incorporate marketing and support of the companies included in the Index. Companies within the Index will be given the opportunity to purchase LGBTQ Loyalty Sponsorship packages. Sponsorship packages will be tier priced starting at ten thousand dollars for a first level package and increasing to one million dollars for a gold level package. We plan to utilize the ~~Apple App Store for iPhone, iPod touch, iPad~~networking and ~~iPad mini. LifeApps® is~~relationships of our Board of Directors to promote the LGBTQ Loyalty Sponsorship packages.

We also ~~a licensed developer on both Google Play and Amazon Appstore for Android. LifeApps® has distributed apps/publications on all three platforms. Moving forward LifeApps will~~intend to focus on two complimentary businesses, an LGBTQ Advertising Network and an LGBTQ Media Network. The LGBTQ Advertising Network will offer a direct link to the ~~development of niche demographic media networks.~~companies that desire to deliver a customized marketing campaign to the LGBTQ consumer. We intend to offer our expertise including our own survey data to help companies develop their targeted message in a powerful delivery network. The ~~management team has selected~~LGBTQ Media Network will aggregate content from around the ~~LGBT marketplace as their first audience~~world in a 24/7 digital delivery format that is intended to target ~~for~~ the following reasons: The LGBT community has four times the buying power of Hispanics and African Americans, two times the buying power of Asian Americans and four times the buying power of millennials, and they are extremely loyal and consistent consumers. At current growth rates purchasinghighly desired spending power of the LGBT community is expected to exceed 1 trillion dollars by 2020. (Accenture) Currently the LGBT audience is fragmented across multiple sites. We will target this audience directly with community specific content, blogs, stories and video. Currently there are 19.6 million people who identify themselves as LGBT in the US. They represent 890 billion dollars of buying power in the US and 3 trillion dollars globally. (Witeck/Selig Center) Same-sex households have 23% higher median income as compared to mainstream households. (Prudential) They are 1.23 times more likely to buy brands that reflect their style and they are 1.56 times more likely to consider themselves a spender rather than a saver. (comScore) Our focus will be to aggregate the LGBT audience through a powerful database marketing platform.

LifeApps® is also expanding its revenue generating potential through the creation of new gateway digital platforms that combine e-commerce with mobile-commerce solutions to act as conduits or meeting places for users to engage in the commerce. These gateway platforms can also be utilized and distributed across the broader base of the LifeApps® suite of products.

LifeApps® will continue to explore acquisitions of companies and new technologies. In addition, the company will also explore the acquisition of consumer related products as well. Such acquisitions will be considered where the purchase can help increase our revenues or enable the Company to attain assets that will allow us to gain technological advances that would be more costly to develop than to purchase.

LifeApps® will continue a flexible approach as opportunities arise from the emergence of these rapidly evolving mobile hardware and software markets. LifeApps® will focus resources where they will be the most effective at growing the business and driving revenues. LifeApps® ability for internal development and external purchase of new technologies and companies will depend upon its ability to raise future financing.LGBTQ consumer.

Our Products

~~LifeApps~~Effective October 30, 2019, we officially launched the LGBTQ100 ESG Index. The Index, which will be reconstituted annually, is comprised of 100 LGBTQ equality-driven companies from the nation’s top 500 publicly traded companies based on our surveys. The LGBTQ100 ESG Index will maintain industry sector grouping whereby each sector can represent up to 25% in the weighting calculation. Details on the Index composition criteria include company securities that (a) nurture and promote equality in the workplace for employees across genders and sexual orientations; (b) maintain a strong track record of loyalty and brand awareness among millions of LGBTQ community members in the United States; and,(c) possess a record of consistently strong financial performance.

The survey provides the ESG Index with added significance for corporate and financial sectors by tapping a nationally representative respondent base of LGBTQ self-identified adults from across the United States. Adult respondents were asked about their attitudes and behaviors toward companies as well as alignment with their personal values and issues critical to the LGBTQ community.

We will attempt to grow and publicize the Index through an LGBTQ Loyalty Sponsorship program. LGBTQ Loyalty Sponsorship packages will be offered to companies that support the LGBTQ community. We also intend to create a LGBTQ Advertising Network and a LGBTQ Media Network. Our LGBTQ Loyalty Sponsorships and LGBTQ Membership Programs will be offered to all companies that express an interest in promoting their support for the LGBTQ community through marketing, hiring practices, charitable giving and other forms of support. The LGBTQ Advertising Network will deliver market specific messaging to this powerful consumer group and will be available to assist companies in tailoring their advertising for the greatest impact. The LGBTQ Media Network ~~Platform~~will attract viewers through breaking news and relevant content from the world of news, entertainment, sports, politics, travel and health and fitness. The LGBTQ Media Network will aggregate content from around the world in a 24/7 digital delivery format that is intended to target the highly desired spending power of the LGBTQ consumer. Subject to our receipt of required financing, we expect to launch our products during the fourth quarter of 2019.

Revenue

LifeApps will focus on two major revenue platform initiatives both currently in late stage product development. Our first priority will be to launch a global website platform that will aggregate original and outsourced content with an emphasis on interactive content and captive video.

Our second initiative will be to license technology and software in order to launch the LGBT Ad Network. The Network will provide advertising sponsors and brands with over 300 mainstream digital platforms to get their message out and hit the “bullseye” on this loyal, affluent and ever-expanding audience. We ~~will utilize a powerful and relevant sponsored-content marketing message across all spectrums of digitally connected devices.~~

The combined platforms are expected to provide our audience and advertising sponsors with a highly targeted map to navigate the enormous and growing LGBT community. Our 360-degree approach includes data to pinpoint advertising and marketing campaigns designed to connect and create strategic partnerships. Our prior experience ensures educated decision-making and confidence in planning, approach, and execution of campaigns and partnerships that provide quantifiable results. The marketing content strategy campaigns are based on our expertise and insight of what drives LGBT consumer engagement disseminating relevant content to each of the vertical demographics.

~~Revenue~~

~~LifeApps® intends~~intend to monetize and drive revenue through development of ~~niche media networks.~~the LGBTQ Loyalty Preference Index. We will ~~target LGBT consumers on mainstream websites with native content through our direct access~~receive a percentage of the revenues derived from the Index. We expect the Index to ~~over 300 global leading cross-over entertainment and LGBT specific websites. Additionally, we will utilize mobile apps and social media platforms to provide an immense world-wide LGBT audience reach.~~reach the break-even point when its holdings of funds under management are approximately $40,000,000. We also intend to drive revenue through ancillary businesses that will support and be ~~a disruptive LGBT Ad~~supported by the LGBTQ Loyalty Preference Index. Our LGBTQ Loyalty Sponsorships and LGBTQ Membership Programs are intended to produce revenue through direct sales of the offerings to companies who desire to be recognized as supportive of the LGBTQ community. The LGBTQ Advertising Network and an industry leader by delivering digital content campaigns across display, mobile and video inventory. Our Ad network campaign rates will start at $15,000 and range to $50,000 per month, with a forecast average of $50,000 a month per advertising sponsor in year one and growing to an average of $75,000 a month per advertising sponsor in year two.

~~Our LGBT~~LGBTQ Media ~~Content Agency is~~Network are expected to ~~bridge~~drive revenue as a vehicle to market and advertise to the gap and help companies to better understand how to authentically and directly engage with the LGBT consumer. We will do this through our proprietary application, which incorporates original and aggregated content integrated into an LGBT audience network. The Agency range rate will start at $25,000 and increase to $150,000. We are projecting an average of $75,000 a month per advertising sponsor for the first year and accelerating to $150,000 a month per advertising sponsor in year two.highly sought-after LGBTQ consumer demographic.

Critical Accounting Policies and Estimates

Going Concern

The accompanying financial statements have been prepared in conformity with generally accepted accounting principles (“GAAP”), which contemplates our continuation as a going concern. As of September 30, ~~2018,~~2019, we have incurred accumulated losses of ~~$3,682,841.~~$8,092,081 and working capital deficit of $672,961. To date we have funded our operations through advances from related parties, issuances of convertible debt, and the sale of our common and preferred stock. We intend to raise additional funding through third party equity or debt financing. There is no certainty that funding will be available as needed. These factors raise substantial doubt about our ability to continue operating as a going concern. Our ability to continue our operations as a going concern, realize the carrying value of our assets, and discharge our liabilities in the normal course of business is dependent upon our ability to raise capital sufficient to fund our commitments and ongoing losses, and ultimately generate profitable operations.

Use of Estimates

~~Fair Value Measurements:~~

ASC Topic 820, Fair Value Measurements and Disclosures (“ASC 820”), provides a comprehensive framework for measuring fair value and expands disclosures which are required about fair value measurements. Specifically, ASC 820 sets forth a definition of fair value and establishes a hierarchy prioritizing the inputs to valuation techniques, giving the highest priority to quoted prices in active markets for identical assets and liabilities and the lowest priority to unobservable value inputs. ASC 820 defines the hierarchy as follows:

Level 2 – Pricing inputs are other than quoted prices in active markets but are either directly or indirectly observable as of the reported date. The types of assets and liabilities in Level 2 are typically either comparable to actively traded securities or contracts or priced with models using highly observable inputs.

Our financial instruments consist of cash and cash equivalents, short-term trade receivables, prepaid expenses, payables, accruals and convertible notes payable. The carrying values of cash and cash equivalents, short-term trade receivables, prepaid expenses, payables, and accruals approximate fair value because of the short-term maturities of these instruments.

~~Intangibles~~

Intangibles, which include websites and databases acquired, internet domain name costs, and customer lists, are being amortized over the expected useful lives which we estimate to be three to five years. In accordance with Financial Accounting Standards Board (“FASB”), Accounting Standards Codification (“ASC”) Topic 350 ~~Intangibles – Goodwill and Other~~ ~~(“ASC 350”), the costs to obtain and register internet domain names were capitalized.~~

~~Derivative Financial Instruments:~~

Revenue Recognition

ASC Topic 606, “Revenue from Contracts with Customers” establishes principles for reporting information about the nature, amount, timing and uncertainty of revenue and cash flows arising from the entity’s contracts to provide goods or services to customers.

●	identify the contract with a customer;

●	identify the performance obligations in the contract;

●	determine the transaction price;

●	allocate the transaction price to performance obligations in the contract; and

●	recognize revenue as the performance obligation is satisfied.

Revenue was derived primarily from the sale of sports and fitness apparel and equipment, and software applications designed for use on mobile devices such as smart phones and tablets. ~~Revenue is recognized only when persuasive evidence of an arrangement exists, the fee is fixed or determinable, the product or service has been delivered, and collectability is probable.~~

~~We also plan to publish and sell digital magazines through the internet. Magazines can be purchased as individual volumes or as a subscription. To date we have not had any subscription sales.~~

~~Cost of Revenue~~

Cost of revenue includes the cost of amounts paid for articles, photography, editorial and production cost of the magazine and ongoing web hosting costs. Cost of revenue related to product sales includes the direct cost of those products sold.

~~Equity Based Payments~~

~~Equity based payments are accounted for in accordance with ASC Topic 718,~~ ~~Compensation – Stock Compensation.~~ ~~The compensation cost is based upon fair value of the equity instrument at the date grant. The fair value has been estimated using the Black-Sholes option pricing model.~~

Results of Operations

Three ~~and nine~~months ended September 30, 2019, compared with the three months ended September 30, 2018 ~~compared with the three and nine months ended September 30, 2017~~

Revenues for the three ~~and nine~~ months ended September 30, 2019 and 2018 were $748 and ~~2017 were~~ $525, ~~and $2,119 and $787 and $3,093,~~ respectively. Revenues for both periods were derived primarily from the sale of sports apparel and health and fitness products. These revenues are derived from a legacy business.

~~Cost of revenue normally includes our cost of products sold and amounts paid for articles, photography, editorial and production cost of~~There were no costs associated with the ~~magazine. In the future we will incur direct cost related to revenue such as webhosting and direct cost for our customer support. For the foreseeable future we anticipate outsourcing such costs.~~

~~Cost of~~ revenue for the quarters resulting in gross profits for the three ~~and nine~~ months ended September 30, 2019 and 2018 of $748 and ~~2017 was $- and $- and $- and $49,~~$525 (100%), respectively. ~~This resulted in a gross profit for three and nine months ended September 30, 2018 and 2017 of $525 and $2,119 and $787 and $3,044, respectively. Costs were primarily the cost of products sold.~~

We had net losses of ~~$(258,619)~~$1,106,026 and ~~$(47,164) and $(637,453) and $(169,447)~~$258,619 for the three ~~and nine~~ months ended September 30, ~~2018~~2019 and ~~2017,~~2018, respectively.

The following is a breakdown of our selling, general and administrative expenses for the three ~~and nine~~ months ended September 30, ~~2018~~2019 and ~~2017:~~2018:

	Three months Ended September 30,							Nine months Ended September 30,							Three months Ended September 30,
	2018		2017		Difference			2018		2017		Difference			2019		2018		Difference			% Change
Personnel costs	$	85,412	$	37,500	$	47,912		$	297,238	$	112,500	$	184,738		$	119,608	$	85,412	$	34,196			40.0	%
Professional fees		79,797		6,500		73,297			105,030		38,500		66,530			36,606		79,797		(43,191	)		(54.1	)%
Travel and entertainment		428		200		228			10,827		2,810		8,017			58,197		428		57,769			*
Marketing expense		—		—		—			—		3,495		(3,495	)
Consulting expense		52,460		—		52,460			147,813		—		147,813			336,300		52,460		283,840			541.1	%
Stock related expenses		—		2,437		(2,437	)		500		7,311		(6,811	)		38,741		-		38,741			*
Marketing and promotion																31,989		-		31,989			*
Rent		—		363		(363	)		255		3,975		(3,720	)		13,670		-		13,670			*
Other expenses		891		726		165			3,161		3,225		(64	)		46,800		891		45,909			*
	$	218,988	$	47,726	$	171,262		$	564,824	$	171,816	$	393,008		$	681,911	$	218,988	$	462,923			211.4	%

*	Denotes an amount greater than 1,000%

Personnel costs during the ~~three~~quarter ended September 30, 2019 consisted principally of $76,295 of salaries paid or accrued for our executive officers and ~~nine months~~$43,313 of amortization of deferred compensation. Personnel costs during the quarter ended September 30, 2018 consisted principally of $43,500 ~~and $130,500~~ of salaries accrued for our chief executive officer and president, ~~and~~ $41,912 ~~and $166,738~~ of amortization of deferred compensation. ~~Personnel costs during the three and nine months ended September 30, 2017 consisted of the accrual of $37,500 per quarter of executive compensation for our former president.~~

Professional fees ~~increased from $6,500 and $38,500 for the three and nine months ended September 30, 2017~~decreased primarily due to ~~$79,797 and $105,030 for the three and nine months ended September 30, 2018. The increase is a result of~~ the timing of audit related costs and fees associated with our filings with the ~~services provided for auditing~~US Securities and ~~legal services and additional legal services related to changes in the Company’s planned operations.~~Exchange Commission.

Travel expenses increased ~~by $228 and $8,017 for the three and nine months ended September 30, 2018 compared to the three and nine months ended September 30, 2017~~ as a result of ~~the change in our proposed~~costs associated with increased business ~~operations.~~activity and financing efforts.

Consulting ~~expense~~expenses during the ~~three and nine months~~quarter ended September 30, 2019 consisted principally of costs paid or accrued pursuant to development of the LGBTQ Loyalty Preference Index. Consulting expenses during the quarter ended September 30, 2018 consisted principally of $37,500 ~~and $112,500~~ of costs accrued for our former chief executive officer, $7,326 ~~and $21,978~~ of amortization of deferred ~~compensation. Additionally we had $-~~compensation and ~~$44,100~~outside contractor costs of ~~costs associated with common stock issued in connection with consulting contracts with third parties.~~

Rent expense decreased by $363 and $3,720 from $363 and $3,975 for the three and nine months ended September 30, 2017 to $- and $255 for the three and nine months ended September 30, 2018. The decrease is a result of the change in our principal office location.

~~There was no marketing expense recorded during the three and nine months Ended September 30, 2018 due to the proposed change in our business operation.~~$7,633.

All of our other operating costs were not significant in the aggregate.

We had operating losses of ~~$(218,463)~~$681,263 and ~~$(562,855)~~$218,463 for the three months ended September 30, 2019 and 2018, respectively.

Interest expense of $199,170 is primarily related to the increase in our Convertible Debenture issued to a lender that was obtained during the quarter ended September 30, 2019 amounting to $57,149. Additionally, recorded amortization of discounts during the period amounting to $121,569.

Nine months ended September 30, 2019, compared with the nine months ended September 30, 2018 ~~compared to $(47,164) and $(169,447)~~

Revenues for the ~~three and~~ nine months ended September 30, ~~2017.~~2019 and 2018 were $2,812 and $2,119, respectively. Revenues for both periods were derived primarily from the sale of sports apparel and health and fitness products. These revenues are derived from a legacy business.

There were no costs associated with the revenue for the quarters resulting in gross profits for the nine months ended September 30, 2019 and 2018 of $2,812 and $2,119 (100%), respectively.

We had net losses of $4,183,007 and $637,453 for the nine months ended September 30, 2019 and 2018, respectively.

The following is a breakdown of our selling, general and administrative expenses for the nine months ended September 30, 2019 and 2018:

Nine months Ended September 30,
2019 2018 Difference % Change
Personnel costs $ 1,017,275 $ 297,238 $ 720,037 242.2 %
Professional fees 215,967 105,030 110,937 105.6 %
Travel and entertainment 88,377 10,827 77,550 716.3 %
Consulting expense 413,755 147,813 265,942 179.9 %
Stock related expenses 65,307 500 64,807 *
Merger costs 388,675 - 388,675 *
Marketing and promotion 41,739 - 41,739 *
Rent 17,894 255 17,639 *
Other expenses 59,547 3,161 56,386 *
$ 2,308,536 $ 564,824 $ 1,743,712 308.7 %
* Denotes an amount greater than 1,000%
Personnel costs during the nine months ended September 30, 2019 consisted principally of $240,500 of salaries paid or accrued for our executive officers, $152,644 of amortization of deferred compensation and $624,150 related to the value of shares issued and accrued for director compensation. Personnel costs during the nine months ended September 30, 2018 consisted principally of $130,500 of salaries accrued for our chief executive officer and president, $166,738 of amortization of deferred compensation.
Professional fees increased primarily due to the timing of audit related costs and fees associated with the Securities Exchange Agreement with LGBT Loyalty LLC and completion of debt financing agreements.
Travel expenses increased as a result of costs associated with Securities Exchange Agreement with LGBT Loyalty LLC., increased business activity and financing agreements.
Consulting expenses during the nine months ended September 30, 2019 consisted principally of $18,750 of costs paid or accrued for our former chief executive officer, $22,705 of amortization of deferred compensation and of $226,000 costs paid or accrued pursuant to development of the LGBTQ Loyalty Preference Index. Consulting expenses during the nine months ended September 30, 2018 consisted principally of $112,500 of costs accrued for our former chief executive officer, $21,978 of amortization of deferred compensation. Additionally, we had $44,100 of costs associated with cash payments and common stock issued in connection with consulting contracts with third parties.
We incurred $388,675 of merger costs associated with the Securities Exchange Agreement with LGBT Loyalty LLC as a result of the issuance of 129,558,574 shares of our common stock.
All of our other operating costs were not significant in the aggregate.
We had operating losses of $2,305,824 and $562,855 for the nine months ended September 30, 2019 and 2018, respectively.
Interest expense includes $688,400 related to our Convertible Debenture and Warrants issued to a lender that was secured during the nine months ended September 30, 2019. Additionally, we accrued interest related to service contracts of $7,200 and $8,300 related to our Series B preferred stock. We recorded additional interest expense of $680,800 related to our convertible note payable to a third party. This note was fully converted to common stock during February 2019.

Interest and derivative expenses in 2018 are primarily related to a convertible note payable to a third-party lender that was secured during the ~~quarter~~nine months ended ~~March 31, 2018 and interest accrued pursuant~~September 30, 2018. The note was fully converted to ~~employment and consulting contracts..~~common stock during the nine months ended September 30, 2019.

Liquidity and Capital Resources

~~We were~~Historically, we have been financed ~~primarily by capital contributions~~through advances from ~~members~~related parties, issuances of ~~LifeApps LLC,~~convertible debt, and the ~~predecessor to LifeApps, from short term loans, and through sales~~sale of our ~~securities.~~common and preferred stock. Our existing sources of liquidity ~~may~~will not be sufficient for us to implement our business plans. There are no assurances that we will be able to raise additional capital as and when needed. As of September 30, 2019, we had $14,093 in cash on hand. Our cash on hand as of September 30, 2019, together with the proceeds received and to be received from the Pride Second Amendment, will be sufficient to cover operating expenses and debt service requirements through December 2019.

As of September 30, ~~2018,~~2019, we had a working capital deficit of ~~$1,188,488~~$672,961 as compared to a working capital deficit of ~~$769,205~~$634,686 at December 31, ~~2017.~~2018.

During the nine months ended September 30, ~~2018~~2019 and ~~2017,~~2018, operations used cash of $846,796 and $53,734, ~~and $48,616,~~ respectively.

~~No cash was expended for financing activities during the nine months ended September 30, 2018 and 2017.~~

During the nine months ended September 30, ~~2018~~2019 we purchased $2,000 of office furniture and ~~2017,~~equipment and expended $47,500 for website development.
During the nine months ended September 30, 2019 and 2018, net cash provided by financing activities was $869,481 and $53,599, ~~and $48,510,~~ respectively.
We received ~~$32,000 as~~$125,000 in proceeds from ~~a convertible note payable to a third-party lender~~the issuance of Series B Convertible Preferred Stock (Note 7) and $700,000 in proceeds from the issuance of Convertible Debentures during the nine months ended September 30, ~~2018. Also we~~2019 (Note 6). We also received ~~an aggregate of $20,000~~$51,569 from the ~~issuance~~exercise of warrants. We received $42,000 in proceeds from notes payables and $10,000 from the sale of common stock ~~and a note payable from an unrelated individual.~~during the nine months ended September 30, 2018.

Additionally, we received net amounts of ~~$950 and $15,510~~$650 of cash advances from our chief executive officer and net amounts of ~~$2,649 and $33,000~~$2,950 of cash advances from (aa director and ~~shareholders)~~shareholders during the nine months ended September 30, ~~2018 and 2017, respectively.~~2018.

We will continue to seek out additional capital in the form of debt or equity under the most favorable terms we can find.
~~Going Concern~~
Our financial statements have been prepared on a going concern basis which assumes that we will be able to realize our assets and discharge our liabilities in the normal course of business for the foreseeable future. We have incurred losses since inception resulting in an accumulated deficit of approximately $3,682,841 as of September 30, 2018 and further losses are anticipated in the development of our business raising substantial doubt about our ability to continue as a going concern. Our ability to continue as a going concern is dependent upon our generating profitable operations in the future and/or obtaining the necessary financing to meet our obligations and repay our liabilities arising from normal business operations when they come due. Management intends to finance operating costs over the next twelve months with existing cash on hand and/or additional officer and shareholder advances. These financials do not include any adjustments relating to the recoverability and reclassification of recorded asset amounts, or amounts and classifications of liabilities that might result from this uncertainty.
Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements.

~~ITEM 3.~~ ~~QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK~~
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are a smaller reporting company as defined by Rule 12b-2 of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”) and are not required to provide the information required under this item.

~~ITEM 4.~~ ~~CONTROLS AND PROCEDURES~~
ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Pursuant to Rule 13a-15(b) under the Securities Exchange Act of 1934 (“Exchange Act”), the Company carried out an evaluation, with the participation of the Company’s management, including the Company’s Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”) (the Company’s principal financial and accounting officer), of the effectiveness of the Company’s disclosure controls and procedures (as defined under Rule 13a-15(e) and Rule 15d-15(e) under the Exchange Act) as of the end of the period covered by this report. Based upon that evaluation, the Company’s CEO and CFO concluded that the Company’s disclosure controls and procedures are not effective due to a lack of audit committee and segregation of duties caused by limited personnel to ensure that information required to be disclosed by the Company in the reports that the Company files or submits under the Exchange Act, is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to the Company’s management, including the Company’s CEO and CFO, as appropriate, to allow timely decisions regarding required disclosure.

Limitations on Effectiveness of Controls and Procedures

Our management, including our Chief Executive Officer (Principal Executive Officer) and Chief Financial Officer (Principal Financial Officer), does not expect that our disclosure controls and procedures will prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include, but are not limited to, the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the control. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

Management believes that the material weakness set forth above did not have an effect on our financial results.

Changes in Internal Control over Financial Reporting

There have been no changes in the Company’s internal control over financial reporting during the three months ended ~~June~~September 30, ~~2018~~2019 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

There are no pending, nor to our knowledge threatened, legal proceedings against us.

ITEM 1A. RISK FACTORS

For information regarding risk factors, please refer to the Company’s Annual Report on Form 10-K for the year ended December 31, ~~2017~~2018 filed with the SEC on April ~~20, 2018,~~16, 2019, which may be accessed via EDGAR through the Internet atwww.sec.gov.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

~~On December 5, 2018 we issued an aggregate~~Recent Sales of ~~2,750,000 shares of our restricted common stock to one person pursuant to (i) an August 7, 2018 $10,000 promissory note, as amended, due on February 15, 2019 (750,000 shares) and (ii) a $10,000~~Unregistered Securities ~~Purchase Agreement dated August 7, 2018 (2,000,000 shares). The shares were deemed to have been issued as of August 7, 2018.~~

~~On October 11, 2018 we issued 1,777,778 shares~~Other than what has previously been disclosed in public filings, there are no new sales of our restricted common stock pursuant to the conversion of $8,000 is loan principal due on a March 6, 2018 promissory note. The shares were deemed to have been issued on September 20, 2018, the date on which we received a conversion notice.unregistered securities.
~~The foregoing issuances of shares were made on reliance on Section 4(a)(2) of the Securities Act of 1933, as amended.~~

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

We are in default under a $20,000 Promissory Note dated May 20, 2017 ~~promissory note~~that became due on August 31, ~~2017 issued to an unrelated third party.~~2017. We have ~~been paying back the note in monthly installments of $500~~entered into a payment plan with the ~~intention~~payee thereunder wherein we are making monthly cash payments to ~~pay it back in full when funds become available.~~reduce the outstanding balance due. At September 30, ~~2018~~2019 the ~~principal~~outstanding balance ~~due on the note~~ was ~~$18,500.~~approximately $10,986.

ITEM 4. MINE SAFETY DISCLOSURE

Not Applicable.

ITEM 5. OTHER INFORMATION

~~On December 5, 2018~~Effective April 25, 2019, we ~~issued an aggregate~~filed a Certificate of 2,750,000 shares of our restricted common stock to one person pursuant to (i) an August 7, 2018 $10,000 promissory note, as amended, due on February 15, 2019 (750,000 shares) and (ii) a $10,000 Securities Purchase Agreement dated August 7, 2018 (2,000,000 shares). The shares were deemed to have been issued as of August 7, 2018.
On December 5, 2018 we issued 10,946,688 shares of our restricted common stock to Robert Gayman pursuant to the exercise of (i) 6,000,000 stock options at an exercise price of $0.0026 per share or an aggregate of $15,600, and (ii) 4,946,688 stock options at an exercise price of $0.01 per share or an aggregate of $49,467, the payment for which was made by making a corresponding deduction to amounts owed by us to Mr. Gayman.
~~On December 5, 2018 Robert Gayman forgave $531,487.12 of the amount due to him by us for services rendered.~~
~~On December 5, 2018 we issued 500,000 shares~~Amendment to our ~~corporate counsel in consideration~~Certificate of ~~its deferment, on a temporary basis, of legal fees due to it by us for services rendered.~~
~~On November 1, 2018 we entered into an Employment Services Agreement~~Incorporation (the ~~“Roan Agreement”~~“Charter Amendment”) with ~~Lawrence Roan pursuant~~the Delaware Secretary of State to ~~which Mr. Roan is serving as~~change our ~~Executive Director. The Roan Agreement has a 63-month term and is subject~~name from LifeApps Brands Inc. to automatic renewal for successive periods of one year unless either we or Mr. Roan gives the other written notice of intention to not renew at least 30 days prior to the end of the existing term. The Roan Agreement provides for a base annual salary of $100,000 and a two-year severance period in the event the Roan Agreement is terminated by us without cause or by Mr. Roan for good reason. Mr. Roan’s base salary payments are payable in bi-weekly installments. The Roan Agreement contains customary termination provisions including terminations with or without cause, for good reason or voluntarily, non-competition and non-solicitation provisions, and an inventions and patents provision which provides that all of the work produced by Mr. Roan, which is created, designed, conceived or developed by Mr. Roan in the course of his employment under the Roan Agreement belongs to us.

~~On November 1, 2018 we entered into Amendment No. 2 to Robert Gayman’s Executive Management Consulting Agreement to extend the term thereof through January 31, 2023.~~
~~On November 1, 2018 we entered into Amendment No. 2 to Brian Neal’s Employment Services Agreement to extend the term thereof through January 31, 2023.~~
~~On November 1, 2018 we entered into Amendment No. 2 to Robert Blair’s Employment Services Agreement to extend the term thereof through January 31, 2023.~~
~~Effective October 25, 2018 we issued 1,000,000 shares of our restricted common stock to one person on consideration of $24,785 in accounting, tax and advisory services reliance during May 2017.~~ LGBTQ Loyalty Holdings, Inc. Our trading symbol will remain “LFAP”.

ITEM 6. EXHIBITS

Exhibit
Number Description of Exhibit
~~10.1~~31.1 ~~Employment Services Agreement with Lawrence P. Roan entered into as of November 1, 2018.~~
~~31.1~~ Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2 Certification of Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1* Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2* Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS XBRL Instance Document
101.SCH XBRL Taxonomy Extension Schema Document
101.CAL XBRL Taxonomy Extension Calculation Linkbase Document
101.LAB XBRL Taxonomy Extension Labels Linkbase Document
101.PRE XBRL Taxonomy Extension Presentation Linkbase Document
101.DEF XBRL Taxonomy Extension Definition Linkbase Document

* This certification is being furnished and shall not be deemed “filed” with the SEC for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section, and shall not be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act, except to the extent that the registrant specifically incorporates it by reference.
* This certification is being furnished and shall not be deemed “filed” with the SEC for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section, and shall not be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act, except to the extent that the registrant specifically incorporates it by reference.

SIGNATURES

In accordance with the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

~~LIFEAPPS BRANDS~~LGBTQ LOYALTY HOLDINGS, INC.

~~December 31, 2018~~November14, 2019 By: /s/ Robert A. Blair
Robert A. Blair, Chief Executive Officer ~~and~~
SIGNATURES
In accordance with the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
LGBTQ LOYALTY HOLDINGS, INC.
November 14, 2019 By: /s/ Eric Sherb
Eric Sherb, Chief Financial Officer

24

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
None		N/A		N/A

Large accelerated filer	☐[ ]	Accelerated filer	☐[ ]
Non-accelerated filer	☐[X]	Smaller reporting company	☒[X]
		Emerging growth company	☒ [ ]

		PAGE

	PART I - FINANCIAL INFORMATION	3

Item 1.	Financial Statements	31

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	1720

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	2126

Item 4.	Controls and Procedures	2126

	PART II - OTHER INFORMATION	22

Item 1.	Legal Proceedings	2227

Item 1A.	Risk Factors	2227

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	2227

Item 3.	Defaults Upon Senior Securities	2228

Item 4.	MineSafety Disclosures	2228

Item 5.	Other Information	2228

Item 6.	Exhibits	2328

	SIGNATURES	2429

	For the Three Months Ended September 30,						For the Nine Months Ended September 30,
	2018			2017			2018			2017
Revenue	$	525			787			2,119			3,093
Cost of revenue		—			—			—			49
Gross profit (loss)		525			787			2,119			3,044
Operating expenses:
General and administrative		218,988			47,726			564,824			171,816
Depreciation and amortization		—			225			150			675
Total operating expenses		218,988			47,951			564,974			172,491
(Loss) from operations		(218,463	)		(47,164	)		(562,855	)		(169,447	)
Interest expense		(68,748	)		—			(107,692	)		—
Change in derivative liability		28,593			—			33,095			—
Net (loss) before income taxes		(258,619	)		47,164	)		(637,453	)		(169,447	)
Provision for income taxes		—			—			—			—
Net (loss)	$	(258,619	)	$	(47,164	)	$	(637,453	)	$	(169,447	)

Per share information - basic and fully diluted:
Weighted average shares outstanding		92,561,268			25,311,186			91,208,732			25,311,186

Net (loss) per share	$	(0.00	)*	$	(0.00	)*	$	(0.01	)	$	(0.01	)

	For the Nine Months Ended
	September 30,
	2018			2017
Net cash used in operations	$	(53,734	)	$	(48,616	)

Cash flow from financing activities		—			—

Cash flow from financing activities:
Proceeds from convertible note payable		32,000			—
Proceeds from note payable		10,000			—
Proceeds from sale of common stock		10,000			—
Repayment of note payable		(2,000	)		—
Shareholder advances		3,599			49,310
Repayment of shareholder advances		—			(800	)
Net cash provided by financing activities		53,599			48,510

Net (decrease) in cash		(135	)		(106	)
Cash at beginning of period		1,084			1,388
Cash at end of period	$	949		$	1,282

Non-cash financing activities:
Stock issued for services	$	44,100		$	7,312
Stock issued for debt conversion	$	10,375		$	—
Officer salary accrual	$	243,000		$	112,500

Face amount of Note	$	44,500
Original issue discount		(1,290	)
Debt discount		(8,205	)
	$	35,005

	2018			2017
Current:
Federal	$	—		$	—
State		—			—
Total current		—			—
Deferred:
Federal (21% tax rate in 2018)		(104,600	)		(19,400	)
State		(27,400	)		(3,100	)
Total deferred		(132,000	)		(22,500	)
Valuation allowance		132,000			22,500
Total provision	$	—		$	—

	2018			2017
Income tax provision at the federal statutory rate		21.0	%		34.0	%
State income taxes, net of federal benefit		5.5	%		5.5	%
Increase in valuation allowance		(26.5	%)		(39.5	%)
		0.0	%		0.0	%

	2018			2017
Net operating loss carryovers (adjusted for revised tax rate)	$	496,100		$	364,100
Valuation allowance		(496,100	)		(364,100	)
	$	—		$	—

Exhibit Number		Description of Exhibit
~~10.1~~31.1		~~Employment Services Agreement with Lawrence P. Roan entered into as of November 1, 2018.~~
~~31.1~~		Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2		Certification of Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1*		Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2*		Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS		XBRL Instance Document
101.SCH		XBRL Taxonomy Extension Schema Document
101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document
101.LAB		XBRL Taxonomy Extension Labels Linkbase Document
101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document
101.DEF		XBRL Taxonomy Extension Definition Linkbase Document

	~~LIFEAPPS BRANDS~~LGBTQ LOYALTY HOLDINGS, INC.

~~December 31, 2018~~November14, 2019	By:	/s/ Robert A. Blair
		Robert A. Blair, Chief Executive Officer ~~and~~

	LGBTQ LOYALTY HOLDINGS, INC.

November 14, 2019	By:	/s/ Eric Sherb
		Eric Sherb, Chief Financial Officer