Maxim Partners Form 3 LIFEAPPS BRANDS / Michael Rabinowitz ownership change

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Maxim Partners LLC

(Last) (First) (Middle)

405 LEXINGTON AVENUE

(Street)

NEW YORK NY 10174

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
01/25/2019

3. Issuer Name and Ticker or Trading Symbol
LIFEAPPS BRANDS INC. [ LFAP ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock, par value $0.001 per share (the Common Stock)	120,959,996	D(1)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series A Preferred Stock	(2)(3)	(3)	Common Stock	(2)(3)	0.00	D

1. Name and Address of Reporting Person^*

Maxim Partners LLC

(Last) (First) (Middle)

405 LEXINGTON AVENUE

(Street)

NEW YORK NY 10174

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

MJR Holdings LLC

(Last) (First) (Middle)

405 LEXINGTON AVENUE

(Street)

NEW YORK NY 10174

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Rabinowitz Michael

(Last) (First) (Middle)

405 LEXINGTON AVENUE

(Street)

NEW YORK NY 10174

(City) (State) (Zip)

Explanation of Responses:

1. All of the securities reported herein are owned directly by Maxim Partners LLC ("Maxim Partners"), and, 79% of the securities reported herein, or 95,558,397, are indirectly owned by MJR Holdings LLC ("MRJ") which owns 79% of the membership interests in Maxim Partners and Michael Rabinowitz may be deemed to beneficially own all of the shares of Common Stock owned of record by MJR.

2. On January 25, 2019 the Issuer entered into and closed a securities exchange under a Securities Exchange Agreement (the "Securities Exchange Agreement") with the Maxim Partners LLC and LGBT Loyalty LLC, a New York limited liability company ("LGBT Loyalty"), pursuant to which the Issuer acquired all of the membership interests of LGBT Loyalty, making LGBT Loyalty a wholly owned subsidiary of the Issuer, in exchange for 120,959,996 shares (the "Shares") of the Issuer's restricted common stock and one share of Issuer's newly created Series A Convertible Preferred Stock (the "Series A Preferred Stock").

3. The Series A Preferred Stock automatically converts into additional shares of the Issuer's restricted common stock at such time that (i) the number of shares of the Issuer's authorized common stock is increased from 500,000,000 to 1,000,000,000 shares (the "Share Increase"); and (ii) warrants issued to Brian Neal, the Issuer's president, and Robert Gayman, the Issuer's executive management consultant, at the closing of the securities exchange transaction have been exercised for shares of the Issuer's restricted Common Stock. The Series A Preferred Stock does not have an expiration date.

	/s/ Michael Rabinowitz	02/11/2019
	/s/ Michael Rabinowitz, Managing Member of MJR Holdings, LLC	02/11/2019
	/s/ Clifford Teller, Chief Financial Officer of Maxim Partners LLC	02/11/2019
	** Signature of Reporting Person	Date
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