LGBTQ Loyalty (LFAP) 10-Q 17 May 19 2019 Q1 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	3 Months Ended
	Mar. 31, 2019	May 15, 2019
Document And Entity Information
Entity Registrant Name	LGBTQ LOYALTY HOLDINGS, INC.
Entity Central Index Key	0001510247
Document Type	10-Q
Trading Symbol	LFAP
Document Period End Date	Mar. 31, 2019
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Entity Current Reporting Status	Yes
Entity Filer Category	Non-accelerated Filer
Entity Emerging Growth Company	false
Entity Ex Transition Period	false
Entity Small Business	true
Entity Common Stock, Shares Outstanding		289,291,798
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2019

Condensed Consolidated Balance

Condensed Consolidated Balance Sheets (Unaudited) - USD ($)	Mar. 31, 2019	Dec. 31, 2018
Current assets:
Cash		$ 40,908
Accounts receivable	875
Other current assets	595	595
Total current assets	1,470	41,503
Total Assets	1,470	41,503
Current liabilities:
Accounts payable	401,335	265,530
Accrued salaries - officers	74,350	348,800
Notes payable	32,486	33,000
Notes payable to related parties	17,885	17,885
Advances due to related party	10,974	10,974
Convertible note payable, net of debt discount		34,065
Derivative liability		42,104
Total current liabilities	537,030	752,358
Commitments and Contingencies
Stockholders' (Deficit)
Preferred stock, $.001 par value, 10,000,000 shares authorized with 1 share designated as Series A Preferred and 1,500,000 shares designated as Series B Convertible Preferred, respectively
Common stock, $0.001 par value, 1,000,000,000 shares authorized, 290,291,798 and 121,984,192 shares issued and outstanding, respectively	290,291	121,984
Additional paid in capital	4,899,587	3,242,449
Deferred officer compensation	(129,036)	(195,054)
Accumulated (deficit)	(5,596,402)	(3,880,234)
Total stockholders' (deficit)	(535,560)	(710,855)
Total Liabilities and Stockholders' Equity (Deficit)	$ 1,470	$ 41,503

Condensed Consolidated Balanc_2

Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares	Mar. 31, 2019	Dec. 31, 2018
Preferred stock, par value (in dollars per share)		$ 0.001
Preferred stock, authorized		10,000,000
Common stock, par value (in dollars per share)	$ 0.001	$ 0.001
Common stock, authorized	1,000,000,000	1,000,000,000
Common stock, issued	290,291,798	121,984,192
Common stock, outstanding	290,291,798	121,984,192
Series A Preferred [Member]
Preferred stock, authorized	1	1
Series B Preferred [Member]
Preferred stock, authorized	1,500,000	1,500,000

Condensed Consolidated Statemen

Condensed Consolidated Statements of Operations (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018
Income Statement [Abstract]
Revenue	$ 2,064	$ 1,594
Cost of revenue
Gross profit	2,064	1,594
Operating expenses:
General and administrative	1,033,062	184,702
Depreciation and amortization		150
Total operating expenses	1,033,062	184,852
Operating loss	(1,030,998)	(183,258)
Interest expense	685,170	26,461
Change in derivative liability		15,730
Net (loss) before income taxes	(1,716,168)	(225,449)
Provision for income taxes
Net (loss)	$ (1,716,168)	$ (225,449)
Per share information - basic and fully diluted:
Net (loss) per share (in dollars per share)	$ 0	$ 0
Weighted average shares outstanding (in shares)	227,190,467	90,360,242

Reconciliation of Stockholders'

Reconciliation of Stockholders' Deficit (Unaudited) - USD ($)	Preferred Stock Series A	Common Stock	Additional Paid-In Capital	Deferred Compensation	Accumulated Deficit	Total
Balance, beginning at Dec. 31, 2017		$ 87,704	$ 2,579,489	$ (391,010)	$ (3,045,388)	$ (769,205)
Balance, beginning (in shares) at Dec. 31, 2017		87,704,686
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Amortization of deferred compensation				48,990		48,990
Stock issued for services		$ 3,000	41,100			44,100
Stock issued for services (in shares)		3,000,000
Loss for the period					(225,449)	(225,449)
Balance, ending at Mar. 31, 2018		$ 90,704	2,620,589	(342,020)	(3,270,837)	(901,564)
Balance, ending (in shares) at Mar. 31, 2018		90,704,686
Balance, beginning at Dec. 31, 2018		$ 121,984	3,242,449	(195,054)	(3,880,234)	(710,855)
Balance, beginning (in shares) at Dec. 31, 2018		121,984,192
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Amortization of deferred compensation				66,018		66,018
Stock issued for services		$ 3,250	317,850			321,100
Stock issued for services (in shares)		3,250,000
Exercise of stock options		$ 500	4,500			$ 5,000
Exercise of stock options (in shares)		500,000				500,000
Maxim Partners - Merger		$ 129,559	259,116			$ 388,675
Maxim Partners - Merger (in shares)	1	129,558,574
Conversion of preferred stock
Conversion of preferred stock (in shares)	(1)
Related party debt conversions		$ 8,600	339,712			348,312
Related party debt conversions (in shares)		8,600,298
Loan conversion		$ 26,399	735,961			762,359
Loan conversion (in shares)		26,398,704
Loss for the period					(1,716,168)	(1,716,168)
Balance, ending at Mar. 31, 2019		$ 290,292	$ 4,899,587	$ (129,036)	$ (5,596,402)	$ (535,560)
Balance, ending (in shares) at Mar. 31, 2019		290,291,768

Condensed Consolidated Statem_2

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018
Statement of Cash Flows [Abstract]
Net cash used in operations	$ (40,394)	$ (10,331)
Cash flow from investing activities:
Net Cash used in investing activities
Cash flow from financing activities:
Proceeds from convertible notes payable		32,000
Repayment of note payable	(514)	(514)
Shareholder advances		2,770
Net cash provided by (used in) financing activities	(514)	34,256
Net increase (decrease) in cash	(40,908)	23,925
Cash at beginning of period	40,908	1,084
Cash at end of period		25,009
Non-cash financing activities:
Stock issued for services	321,100	44,100
Conversion of salary accruals and interest	348,312
Conversion of note payable	83,383
Exercise of stock options	$ 5,000

Nature of Business

Nature of Business	3 Months Ended
	Mar. 31, 2019
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Nature of Business	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 LGBTQ Loyalty Holdings, Inc. at March 31, 2018 and 2017 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, 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 March 31, 2019 and 2018 presented are not necessarily indicative of the results to be expected for the full year. The December 31, 2018 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, 2018. Through our wholly owned subsidiary LifeApps, Inc., we are a licensed developer and publisher of apps for the Apple Apps Store for iPhone, iPod touch, iPad and iPad mini. We are also a licensed developer on both Google Play and Amazon Appstore for Android. We have distributed apps on all three platforms. Moving forward we are developing a digital media network specializing in targeting highly sought-after niche demographic audiences. The company will focus on two core businesses, an LGBT Ad Network and an LGBT Digital Network. Through our digital platform we will aggregate content from around the world. We will create original content along with sponsored content in a 24/7 digital network. The LGBT Ad Network will assist brands in global targeting of the LGBT demographic. The Ad Network will provide advertisers and brands with over 300 mainstream digital platforms and a “bullseye” on this loyal, affluent and ever-expanding audience. We will deliver to our audience with a relevant sponsored content marketing message across all spectrums of digitally connected devices. Our unique value proposition to our audience and sponsors is the ability deliver aggregated and original content, with emphasis on interactive content and captive video.

Summary of Significant Accounti

Summary of Significant Accounting Policies	3 Months Ended
	Mar. 31, 2019
Accounting Policies [Abstract]
Summary of Significant Accounting Policies	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”), which contemplates our continuation as a going concern. We have incurred losses to date of $5,596,402 and have negative working capital of $(535,560). To date we have funded our operations through advances from related parties, issuance of convertible debt, and the sale of our common 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 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 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. All material inter-company transactions and balances have been eliminated in consolidation. 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. Revenue Recognition ASC Topic 606, “ Revenue from Contracts with 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; • determine the transaction price; • allocate the transaction price to performance obligations in the contract; and • recognize revenue as the performance obligation is satisfied. Revenue is 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 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 also 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. Rent Expense We recognize rent expense on a straight-line basis over the reasonably assured lease term as defined in ASC Topic 840, Leases (“ASC 840”). Our lease is short term and will be renewed on a month to month basis. Rent expense was $0 and $255 for the three months ended March 31, 2019 and 2018, respectively. Earnings per share We calculate earnings per share in accordance with ASC Topic 260 Earnings Per Share 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 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 has determined that to date the adoption of ASU 2016-02 has had no impact on its consolidated financial statements. In January 2017, the FASB issued ASU No. 2017-04, Intangibles – Goodwill and Other, which eliminates step two of the quantitative goodwill impairment test. Step two required determination of the implied fair value of a reporting unit, and then a comparison of this implied fair value with the carrying amount of goodwill for the reporting unit, in order to determine any goodwill impairment. Under the new guidance, an entity is only required to complete a one-step quantitative test, by comparing the fair value of a reporting unit with its carrying amount, and any goodwill impairment charge is determined by the amount by which the carrying amount exceeds the reporting unit’s fair value. However, the loss should not exceed the total amount of goodwill allocated to the reporting unit. The standard is effective for the Company in the first quarter of 2020, with early adoption permitted as of January 1, 2017, and is to be applied on a prospective basis. In August 2017, the FASB issued ASU No. 2017-12, Derivatives and Hedging - Targeted Improvements to Accounting for Hedging Activities, which modifies the presentation and disclosure of hedging results. Further, it provides partial relief on the timing of certain aspects of hedge documentation and eliminates the requirement to recognize hedge ineffectiveness separately in income. The Company has determined that to date the adoption of this ASU has had no impact on its consolidated financial statements. 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.

Related Party Transactions - Of

Related Party Transactions - Officer and Shareholder Advances	3 Months Ended
	Mar. 31, 2019
Related Party Transactions [Abstract]
Related Party Transactions - Officer and Shareholder Advances	Note 3. Related Party Transactions – Officer and Shareholder Advances Amounts due related party represents cash advances, salary accruals, notes payable, and amounts paid on our behalf by an officer and shareholders of the Company. These advances are non-interest bearing, short term in nature and due on demand. The balance at March 31, 2019 and December 31, 2018 was $10,974. Notes payable to related parties at March 31, 2019 and December 31, 2018 totaled $17,885 with a 2% annual interest rate. Currently the 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 ended March 31, 2019 and 2018 amounted to $62,250 and $81,000 respectively and net cash advances amounted to $0 and $2,770, respectively for the periods ended March 31, 2019 and 2018. Total unpaid accrued salary was $74,350 and $348,800 as of March 31, 2019 and December 31, 2018, respectively. On March 21, 2019 all parties to the employment and service agreements converted amounts due thereunder at December 31, 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 with our current and former Chief Executive Officers provide for base compensation of $150,000 and a base annual salary of $24,000 for our President. 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. The 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 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 periods ended March 31, 2019 and 2018 we recorded interest accruals of $4,645 and $658, respectively related to the contracts.

Notes Payable

Notes Payable	3 Months Ended
	Mar. 31, 2019
Debt Disclosure [Abstract]
Notes Payable	Note 4. Notes Payable Notes payable to two unrelated third parties amounted to $32,486 at March 31, 2019 and $33,000 at December 31, 2018 with interest rates of 2% and 7% per annum, respectively. One of the notes in the amount of $17,486 at March 31, 2019 is past due and is, therefore, in default. The other notes were issued in August and December of 2018 aggregating $15,000. On March 7, 2019, the lender agreed in principal to convert the $15,000 in loan principal into shares of our common stock at a conversion price of $0.08 per share resulting in an issuance obligation of 187,500 shares. We have yet to issue the shares but expect to issue them in the near future. The lender also agreed to waive all interest due on the loans.

Convertible Note Payable

Convertible Note Payable	3 Months Ended
	Mar. 31, 2019
Convertible Note Payable
Convertible Note Payable	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 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 carries face interest rates of 12% per annum. The Lender has 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 is 58% of a two-day average of the lowest trading price in the 15 range of trading days prior the conversion. The Notes provide for additional penalties if we cannot 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 to maturity, risk free interest rate of 3.03% 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. 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 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. 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 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. On December 31, 2018, the lender exercised conversion rights pursuant to the loan agreement and 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 the derivative liability and at the end of each accounting period with the difference in value is recognized as gain or loss. At March 31, 2018 we determined the valuation using the Black-Sholes valuation model with the following assumptions: dividend yield of zero, .94 years to maturity, risk free interest rate of 2.85% and annualized volatility of 289.61%. We recognized $15,730 of expense for the change in value of the derivative for the three months ended March 31, 2018. Interest expense for the period includes $23,118 of origination interest, amortization of debt discounts of $2,394 and interest accrual of $288. During the period February 6, 2019 through and including February 11, 2019, the holder of a March 6, 2018 convertible promissory note (the “Note”) in the original principal amount of $35,000 converted $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 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. Interest expense for the period ended March 31, 2019 amounted to $685,170.

Stockholders' Equity

Stockholders' Equity	3 Months Ended
	Mar. 31, 2019
Stockholders' Equity Note [Abstract]
Shareholders' Equity	Note 6. Stockholders’ Equity 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, a New York limited liability company (“LGBT Loyalty”), and Maxim Partners, LLC, a New York limited liability company (“Maxim”), pursuant to which we acquired all of the 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. Through LGBT Loyalty, we intend to create, establish, develop, manage and fund a LGBT Preference Index, LGBT Exchange Traded Fund and/or LGBT Loyalty Sponsor Fund. 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 $0.01 stock options in exchange for the cancellation of $5,000 then outstanding accounts payable due to the consultant for prior services. During March 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 March 31, 2018 we issued 3,000,000 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 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 authorized the issuance of up to 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. The stated value of each share of Series B Convertible Preferred 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”). We recorded $66,018 and $48,990 of amortization of deferred officer compensation during the periods ended March 31, 2019 and 2018, 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.

Options and Warrants

Options and Warrants	3 Months Ended
	Mar. 31, 2019
Share-based Payment Arrangement [Abstract]
Options and Warrants	Note 7. Options and Warrants The following is a summary of stock options issued pursuant to the 2012 Equity Incentive Plan: Options Weighted Average Exercise Price Weighted Average Remaining Contractual Term (in years) Aggregate Intrinsic Value Outstanding January 1, 2019 6,300,000 $ 0.0049 2.4 - Granted - $ - - - Exercised 500,000 $ 0.01 - - Cancelled - $ - - - Outstanding March 31, 2019 5,800,000 $ 0.0045 2.2 $ - Exercisable March 31, 2019 5,800,000 $ 0.0045 2.2 $ - There was no stock based compensation expense for options for the periods ended March 31, 2019 and 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 6 above.

Subsequent Events

Subsequent Events	3 Months Ended
	Mar. 31, 2019
Subsequent Events [Abstract]
Subsequent Events	Note 8. Subsequent Events Management has evaluated all activity 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: Effective April 3, 2019, we issued 125,000 shares of our Series B Convertible Preferred Stock to five persons at a price of $1.00 per share or an aggregate of $125,000. Effective April 18, 2019 we issued 2,000,000 shares of our common stock to LZ Gunderson and Robert Tull (1,000,000 shares each).

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Policies)	3 Months Ended
	Mar. 31, 2019
Accounting Policies [Abstract]
Going Concern	Going Concern The accompanying unaudited condensed consolidated financial statements have been prepared in conformity with generally accepted accounting principles (“GAAP”), which contemplates our continuation as a going concern. We have incurred losses to date of $5,596,402 and have negative working capital of $(535,560). To date we have funded our operations through advances from related parties, issuance of convertible debt, and the sale of our common 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 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	Principles of Consolidation The accompanying 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. All material inter-company transactions and balances have been eliminated in consolidation.
Use of Estimates	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.
Revenue Recognition	Revenue Recognition ASC Topic 606, “ Revenue from Contracts with 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; • determine the transaction price; • allocate the transaction price to performance obligations in the contract; and • recognize revenue as the performance obligation is satisfied. Revenue is 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 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 also 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.
Rent Expense	Rent Expense We recognize rent expense on a straight-line basis over the reasonably assured lease term as defined in ASC Topic 840, Leases (“ASC 840”). Our lease is short term and will be renewed on a month to month basis. Rent expense was $0 and $255 for the three months ended March 31, 2019 and 2018, respectively.
Earnings per share	Earnings per share We calculate earnings per share in accordance with ASC Topic 260 Earnings Per Share
Recent Accounting Pronouncements	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 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 has determined that to date the adoption of ASU 2016-02 has had no impact on its consolidated financial statements. In January 2017, the FASB issued ASU No. 2017-04, Intangibles – Goodwill and Other, which eliminates step two of the quantitative goodwill impairment test. Step two required determination of the implied fair value of a reporting unit, and then a comparison of this implied fair value with the carrying amount of goodwill for the reporting unit, in order to determine any goodwill impairment. Under the new guidance, an entity is only required to complete a one-step quantitative test, by comparing the fair value of a reporting unit with its carrying amount, and any goodwill impairment charge is determined by the amount by which the carrying amount exceeds the reporting unit’s fair value. However, the loss should not exceed the total amount of goodwill allocated to the reporting unit. The standard is effective for the Company in the first quarter of 2020, with early adoption permitted as of January 1, 2017, and is to be applied on a prospective basis. In August 2017, the FASB issued ASU No. 2017-12, Derivatives and Hedging - Targeted Improvements to Accounting for Hedging Activities, which modifies the presentation and disclosure of hedging results. Further, it provides partial relief on the timing of certain aspects of hedge documentation and eliminates the requirement to recognize hedge ineffectiveness separately in income. The Company has determined that to date the adoption of this ASU has had no impact on its consolidated financial statements. 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.

Options (Tables)

Options (Tables)	3 Months Ended
	Mar. 31, 2019
Share-based Payment Arrangement [Abstract]
Schedule of stock option	The following is a summary of stock options issued pursuant to the 2012 Equity Incentive Plan: Options Weighted Average Exercise Price Weighted Average Remaining Contractual Term (in years) Aggregate Intrinsic Value Outstanding January 1, 2019 6,300,000 $ 0.0049 2.4 - Granted - $ - - - Exercised 500,000 $ 0.01 - - Cancelled - $ - - - Outstanding March 31, 2019 5,800,000 $ 0.0045 2.2 $ - Exercisable March 31, 2019 5,800,000 $ 0.0045 2.2 $ -

Summary of Significant Accoun_3

Summary of Significant Accounting Policies (Details Narrative) - USD ($)	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018	Dec. 31, 2018
Accounting Policies [Abstract]
Accumulated (deficit)	$ (5,596,402)		$ (3,880,234)
Negative working capital	(535,560)
Rent expense	$ 0	$ 255
Weighted average shares outstanding diluted	2,902,500	3,412,200

Related Party Transactions - _2

Related Party Transactions - Officer and Shareholder Advances (Details Narrative)	1 Months Ended		3 Months Ended
	Dec. 31, 2018USD ($)shares	Dec. 19, 2018USD ($)Number	Mar. 31, 2019USD ($)
Amount due to related party	$ 10,974		$ 10,974
Notes payable to related parties	17,885		17,885
Accrued salary	81,000		62,250
Net cash advances	2,770		$ 0
Interest rate			2.00%
Unpaid accrued salary	348,800		$ 74,350
Accrued interest	$ 658		$ 4,645
Employment Services Agreements [Member]
Number of common stock converted | shares	8,600,298
Employment Services Agreements [Member] | Former Chief Executive Officers [Member]
Interest rate		10.00%
Base compensation		$ 150,000
Trading days | Number		30
Employment Services Agreements [Member] | President [Member]
Base annual salary		$ 24,000

Note Payable (Details Narrative

Note Payable (Details Narrative) - USD ($)	Mar. 07, 2019	Mar. 31, 2019	Dec. 31, 2018
Notes payable		$ 32,486	$ 33,000
Lender [Member]
Number of shares isssued for conversion	187,500
Debt conversion value	$ 15,000
Debt conversion price (in dollars per share)	$ 0.08
Other Note Payable [Member]
Notes payable			15,000
Note Payable [Member]
Defaulf debt		17,486
Two Unrelated Third Parties [Member]
Notes payable		$ 32,486	$ 33,000
Interest rate		2.00%	7.00%

Convertible Note Payable (Detai

Convertible Note Payable (Details Narrative)	Mar. 06, 2018USD ($)Number	Mar. 06, 2019USD ($)shares	Sep. 20, 2018USD ($)shares	Mar. 31, 2019USD ($)shares	Mar. 31, 2018USD ($)	Sep. 30, 2018USD ($)	Dec. 31, 2018USD ($)	Mar. 30, 2018USD ($)
Convertible Note Payable							$ 34,065
Valuation method					Black Scholes valuation model
Dividend yield					0.00%
Maturity Term (in years)					11 months 8 days
Risk free interest rate					2.85%
Annualized volatility					289.61%
Change in value of derivative					$ 15,730
Interest on derivative liability								$ 23,118
Amortization of debt discounts					2,394
Accrued interest					288
Interest expense				685,170	$ 26,461
Penalty assessment						$ 17,500
Additional interest expense						$ 29,265
Convertible Promissory Note [Member]
Conversion price		0.15%
Principal amount		$ 35,000
Number of common stock issued for conversion | shares		26,398,734
Convertible Promissory Note [Member] | Principal [Member]
Principal amount		$ 26,920
Convertible Promissory Note [Member] | Interest [Member]
Principal amount		$ 4,255
Loan Agreement [Member] | Lender [Member]
Value of debt converted			$ 8,000	$ 8,000
Number of debt converted | shares			1,777,778	5,305,040
Stock issued for debt conversion			$ 10,375	$ 7,583
Promissory Note [Member]
Convertible Note Payable	$ 32,000
Original issue discount	$ 3,000
Term	1 year
Interest rate	12.00%
Conversion price	58.00%
Trading days | Number	15
Conversion feature of note	$ 55,118
Valuation method	Black Scholes valuation model
Dividend yield	0.00%
Maturity Term (in years)	1 year
Risk free interest rate	3.03%
Annualized volatility	298.79%
Change in value of derivative	$ 23,118

Stockholders' Equity (Details N

Stockholders' Equity (Details Narrative) - USD ($)	Apr. 03, 2019	Mar. 31, 2019	Mar. 26, 2019	Jan. 25, 2019	Dec. 31, 2018	Mar. 31, 2019	Mar. 31, 2018
Preferred stock, par value (in dollars per share)					$ 0.001
Preferred stock, authorized					10,000,000
Merger expenses			$ (388,675)
Stock exercise						500,000
Common stock issued inconnection with consulting agreements						3,000,000
Amortization of deferred officer compensation						$ 66,018	$ 48,990
Maxim [Member] | Securities Exchange Agreement [Member] | LGBT Loyalty LLC [Member]
Number of restricted common stock issued				120,959,996
Percentage of shares issued and outstanding				49.99%
Consultant
Number of restricted common stock issued			750,000
Stock grant			250,000
Stock exercise			500,000
Stock options exercise price			$ 0.01
Cancellation of outstanding accounts payable			$ 5,000
ThreeUnrelated Third Party [Member]
Number of restricted common stock issued		3,000,000
Officers [Member]
Number of restricted common stock issued			8,600,298
Warrants issued in exchange for cancellation of salary and interest accruals					$ 348,312
Series B Convertible Preferred Stock [Member]
Preferred stock, par value (in dollars per share)	$ 0.001
Preferred stock, authorized	1,500,000
Dividends	$ 1.15
Redemptions price per share	$ 1.35
Subsequent Event [Member] | Series B Convertible Preferred Stock [Member] | Five persons [Member]
Number of restricted common stock issued	8,598,578

Options and Warrants (Details)

Options and Warrants (Details)	3 Months Ended
	Mar. 31, 2019USD ($)$ / sharesshares
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward]
Outstanding beginning | shares	6,300,000
Granted | shares
Exercised | shares	500,000
Cancelled | shares
Outstanding ending | shares	5,800,000
Exercisable ending | shares	5,800,000
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Roll Forward]
Outstanding beginning	$ 0.0049
Granted
Exercised	0.01
Cancelled
Outstanding ending	0.0045
Exercisable ending	$ 0.0045
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term [Roll Forward]
Outstanding beginning	2 years 4 months 24 days
Outstanding ending	2 years 2 months 12 days
Exercisable ending	2 years 2 months 12 days
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Aggregate Intrinsic Value At Date Grant [Roll Forward]
Outstanding beginning | $
Granted
Exercised | $
Cancelled
Outstanding ending | $
Exercisable ending | $

Options and Warrants (Details N

Options and Warrants (Details Narrative) - USD ($)	1 Months Ended	3 Months Ended
	Dec. 31, 2018	Mar. 31, 2019
Stock based compensation expense		$ 0
Officers [Member]
Warrants issued in exchange for cancellation of salary and interest accruals	$ 348,312

Subsequent Events (Details Narr

Subsequent Events (Details Narrative) - Subsequent Event [Member] - USD ($)	Apr. 03, 2019	Apr. 18, 2019
Series B Convertible Preferred Stock [Member] | Five persons [Member]
Stock issued	$ 125,000
Stock issued (in shares)	125,000
Share price	$ 1
Common Stock
Stock issued		$ 2,000,000
Common Stock | LZ Gunderson [Member]
Stock issued		1,000,000
Common Stock | RobertTull [Member]
Stock issued		$ 1,000,000