LFAP / LGBTQ Loyalty Holdings, Inc. - SEC-arkiveringar, Årsredovisning, Fullmaktsutlåtande

LGBTQ Loyalty Holdings, Inc.
US ˙ OTCPK
DENNA SYMBOL ÄR INTE LÄNGRE AKTIV

Grundläggande statistik
CIK 1510247
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis. These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to LGBTQ Loyalty Holdings, Inc.
SEC Filings (Chronological Order)
Denna sida innehåller en komplett, kronologisk lista över SEC-arkiveringar, exklusive ägande-arkiveringar som vi tillhandahåller på andra ställen.
January 20, 2023 8-K/A

Changes in Registrant's Certifying Accountant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 9, 2022 LGBTQ LOYALTY HOLDINGS, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 000-54867 80-0671280 (State or Other Jurisdiction of

December 15, 2022 8-K

Changes in Registrant's Certifying Accountant, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 9, 2022 LGBTQ LOYALTY HOLDINGS, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 000-54867 80-0671280 (State or Other Jurisdiction of Incorporation) (Comm

December 15, 2022 EX-16.1

Letter from Haynie & Company, dated December 14, 2022

Exhibit 16.1 December 14, 2022 U.S. Securities and Exchange Commission Office of the Chief Accountant 100F Street NE Washington, DC 20549 Re: LGBTQ Loyalty Holdings, Inc. Ladies and Gentlemen: We have read Item 4.01 of Form 8-K dated December 14, 2022, of LGBTQ Loyalty Holdings, Inc. (?the Company?) to be filed with the Securities and Exchange Commission and we agree with such statements therein a

December 9, 2022 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 000-54867 LGBTQ LOYALTY HOLDI

November 14, 2022 10-Q/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q/A Amendment No. 1

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q/A Amendment No. 1 ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 000-54867 LGBTQ

November 14, 2022 NT 10-Q

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

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SEC FILE NUMBER 0001678746 FORM 12b-25 CUSIP NUMBER NOTIFICATION OF LATE FILING [] (CheckOne): ? Form 10-K ? Form 20-F ? Form 11-K ? Form 10-Q ? Form N-SAR ? Form N-CSR For Period Ended: September 30, 2022 ? Transition Report on Form 10-K ? Transition Report on Form 20-F ? Transition Report on Form 11-K ? Transition Report on

October 17, 2022 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 000-54867 LGBTQ LOYALTY HOLDINGS,

September 23, 2022 8-K

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 25, 2022 LGBTQ LOYALTY HOLDINGS, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 000-54867 80-0671280 (State or Other Jurisdiction of Incorporation) (Commi

August 12, 2022 NT 10-Q

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

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SEC FILE NUMBER 0001678746 FORM 12b-25 CUSIP NUMBER NOTIFICATION OF LATE FILING [] (Check One): ? Form 10-K ? Form 20-F ? Form 11-K ? Form 10-Q ? Form N-SAR ? Form N-CSR For Period Ended: June 30, 2022 ? Transition Report on Form 10-K ? Transition Report on Form 20-F ? Transition Report on Form 11-K ? Transition Report on Form

May 25, 2022 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 000-54867 LGBTQ LOYALTY HOLDINGS,

May 16, 2022 NT 10-Q

Read Instruction (or back page) before Preparing Form. Please Print or Type. Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

NT 10-Q 1 formnt10-q.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SEC FILE NUMBER 0001678746 FORM 12b-25 CUSIP NUMBER NOTIFICATION OF LATE FILING [] (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form N-SAR ☐ Form N-CSR For Period Ended: March 31, 2022 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐

April 22, 2022 8-K/A

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K/A (Amendment No.

April 22, 2022 EX-99.1

LGBTQ + ESG100 ETF to be Liquidated Fund Advisor, in consultation with LGBTQ Loyalty Holdings, determines that Fund Should be Closed

Exhibit 99.1 LGBTQ + ESG100 ETF to be Liquidated Fund Advisor, in consultation with LGBTQ Loyalty Holdings, determines that Fund Should be Closed WILTON MANORS, Fla. ? Apr, 14, 2022 (GLOBE NEWSWIRE) ? LGBTQ Loyalty Holdings, Inc. (OTC PINK: LFAP) (?LGBTQ Loyalty? or ?the Company?), a diversity- and inclusion-driven financial methodology and data company announces, in consultation with ProcureAM, L

April 21, 2022 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 15, 2022 LGBTQ LOYALTY HOLDINGS, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 000-54867 80-0671280 (State or Other Jurisdiction of Incorporation) (Commis

April 15, 2022 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ? ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For Fiscal Year Ended: December 31, 2021 OR ? TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 000-54867 LGBTQ LOYALTY HOLDINGS, INC.

April 15, 2022 EX-21.1

List of Subsidiaries

EXHIBIT 21.1 LIST OF SUBSIDIARIES LGBT Loyalty LLC Advancing Equality Preference, Inc.

April 1, 2022 EX-99.1

LGBTQ+ ESG100 ETF to be Liquidated Fund Advisor, in consultation with LGBTQ Loyalty Holdings, determines that Fund Should be Closed

Exhibit 99.1 LGBTQ+ ESG100 ETF to be Liquidated Fund Advisor, in consultation with LGBTQ Loyalty Holdings, determines that Fund Should be Closed WILTON MANORS, Fla. ? March 31, 2022 (GLOBE NEWSWIRE) ? LGBTQ Loyalty Holdings, Inc. (OTC PINK: LFAP) (?LGBTQ Loyalty? or ?the Company??), a diversity- and inclusion-driven financial methodology and data company announces, in consultation with ProcureAM,

April 1, 2022 8-K

Other Events, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 25, 2022 LGBTQ LOYALTY HOLDINGS, INC.

March 31, 2022 NT 10-K

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

NT 10-K 1 formnt10q.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SEC FILE NUMBER 0001678746 Form 12b-25 NOTIFICATION OF LATE FILING CUSIP NUMBER E50201K (Check One): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form N-SAR ☐ Form N-CSR For Period Ended: December 31, 2021 [ ] Transition Report on Form 10-K [ ] Transition Report on Form 20-F [ ] Transition Report o

January 12, 2022 EX-10.2

Convertible Promissory Note between the Company and Sixth Street Lending LLC (f/k/a Power Up Lending Group Limited) dated November 17, 2021

Exhibit 10.2 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE

January 12, 2022 EX-10.3

Securities Purchase Agreement dated November 26, 2021 between the Company and Sixth Street Lending LLC (f/k/a Power Up Lending Group Limited)

Exhibit 10.3 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the ?Agreement?), dated as of November 26, 2021, by and between LGBTQ LOYALTY HOLDINGS, INC., a Delaware corporation, with its address at 2435 Dixie Highway, Wilton Manors, FL 33305 (the ?Company?), and SIXTH STREET LENDING LLC, a Virginia limited liability company, with its address at 1800 Diagonal Road, Suite 623, Ale

January 12, 2022 EX-10.4

Convertible Promissory Note between the Company and Sixth Street Lending LLC (f/k/a Power Up Lending Group Limited) dated November 26, 2021

Exhibit 10.4 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE

January 12, 2022 EX-10.1

Securities Purchase Agreement dated November 17, 2021 between the Company and Sixth Street Lending LLC

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the ?Agreement?), dated as of November 17, 2021, by and between LGBTQ LOYALTY HOLDINGS, INC., a Delaware corporation, with its address at 2435 Dixie Highway, Wilton Manors, FL 33305 (the ?Company?), and SIXTH STREET LENDING LLC, a Virginia limited liability company, with its address at 1800 Diagonal Road, Suite 623, Ale

January 12, 2022 8-K

Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 17, 2021 LGBTQ LOYALTY HOLDINGS, INC.

December 8, 2021 EX-99.1

The ETF industry leader will join the company in expanding its mission to raise minority voices in investing and corporate America

Exhibit 99.1 LGBTQ Loyalty announces Deborah Fuhr to join board of directors December 02, 2021 08:00 ET | Source: LGBTQ Loyalty Holdings, Inc. The ETF industry leader will join the company in expanding its mission to raise minority voices in investing and corporate America WILTON MANORS, Fla., Dec. 02, 2021 (GLOBE NEWSWIRE) ? LGBTQ Loyalty Holdings, Inc. (OTC PINK: LFAP) (?LGBTQ Loyalty?) (?the Co

December 8, 2021 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Other Events, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 2, 2021 LGBTQ LOYALTY HOLDINGS, INC.

November 12, 2021 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 000-54867 LGBTQ LOYALTY HOLDI

October 7, 2021 EX-99.1

Press release tilted, “LGBTQ Loyalty Holdings Enters Into Securities Purchase Agreement With GHS Investments”, dated October 6, 2021**

Exhibit 99.1

October 7, 2021 8-K/A

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K/A (Amendment No.

October 6, 2021 EX-10.1

Securities Purchase Agreement, dated as of September 29, 2021

Exhibit 10.1

October 6, 2021 8-K

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 29, 2021 LGBTQ LOYALTY HOLDINGS, INC.

September 1, 2021 424B4

LGBTQ Loyalty Holdings, Inc. 236,906,002 Shares of Common Stock Consisting of: 220,000,000 Shares of Common Stock being sold at a fixed price of $0.01 per share pursuant to the Primary Offering 16,906,002 Shares of Common Stock being offered at a fix

PROSPECTUS Filed Pursuant to 424(b)(4) Registration No. 333-258095 LGBTQ Loyalty Holdings, Inc. 236,906,002 Shares of Common Stock Consisting of: 220,000,000 Shares of Common Stock being sold at a fixed price of $0.01 per share pursuant to the Primary Offering 16,906,002 Shares of Common Stock being offered at a fixed price $0.01 per share by the Selling Security Holders This prospectus relates to

August 26, 2021 EX-3.1

Certificate of Amendment to the Certificate of Designation of Preferences, Rights and Limitations of Series D Convertible Preferred Stock

Exhibit 3.1

August 26, 2021 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 19, 2021 LGBTQ LOYALTY HOLDI

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 19, 2021 LGBTQ LOYALTY HOLDINGS, INC.

August 23, 2021 CORRESP

LGBTQ LOYALTY HOLDINGS, INC. 2435 Dixie Highway Wilton Manors, FL 33305

LGBTQ LOYALTY HOLDINGS, INC. 2435 Dixie Highway Wilton Manors, FL 33305 August 23, 2021 United States Securities and Exchange Commission Mail Stop 6010 Washington, D.C. 20549 Attn: Katherine Wray, Esq. and Jan Woo, Esq. Re: LGBTQ Loyalty Holdings, Inc. Registration Statement on Form S-1 Filed July 22, 2021 File No. 333-258095 Ladies and Gentlemen: Pursuant to Rule 461 promulgated under the Securit

August 19, 2021 S-1/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1/A (Amendment No. 1) REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 LGBTQ Loyalty Holdings, Inc. (Exact name of registrant as specified in its charter)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1/A (Amendment No. 1) REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 LGBTQ Loyalty Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 7389 80-0671280 (State or other jurisdiction of incorporation or organization) (Primary Standard Industrial Classification Code Number) (IRS Employer

August 19, 2021 EX-21.1

List of Subsidiaries

Exhibit 21.1 List of Subsidiaries Advancing Equality Preference, Inc.

August 18, 2021 CORRESP

LGBTQ LOYALTY HOLDINGS, INC. 2435 Dixie Highway Wilton Manors, FL 33305

LGBTQ LOYALTY HOLDINGS, INC. 2435 Dixie Highway Wilton Manors, FL 33305 August 18, 2021 United States Securities and Exchange Commission Mail Stop 6010 Washington, D.C. 20549 Attn: Katherine Wray, Esq. and Jan Woo, Esq. Re: LGBTQ Loyalty Holdings, Inc. Registration Statement on Form S-1 Filed July 22, 2021 File No. 333-258095 Dear Ms. Wray and Ms. Woo, Please be advised that the undersigned is the

August 16, 2021 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 000-54867 LGBTQ LOYALTY HOLDINGS,

July 22, 2021 S-1

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 LGBTQ Loyalty Holdings, Inc. (Exact name of registrant as specified in its charter)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 LGBTQ Loyalty Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 7389 80-0671280 (State or other jurisdiction of incorporation or organization) (Primary Standard Industrial Classification Code Number) (IRS Employer Identification No.)

July 22, 2021 EX-21.1

List of Subsidiaries

Exhibit 21.1 List of Subsidiaries Advancing Equality Preference, Inc.

July 19, 2021 EX-10.1

Securities Purchase Agreement dated July 13, 2021 by and between Registrant and GHS Investments, LLC

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this ?Agreement?) is dated as of July 13, 2021, between LGBTQ Loyalty Holdings, Inc., a Delaware corporation (the ?Company?), and the purchaser identified on the signature page hereto (including its successors and assigns, the ?Purchaser?). WHEREAS, subject to the terms and conditions set forth in this Agreement and pur

July 19, 2021 8-K

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 13, 2021 LGBTQ LOYALTY HOLDINGS, INC.

July 15, 2021 8-K

Financial Statements and Exhibits, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 6, 2021 LGBTQ LOYALTY HOLDINGS, INC.

July 15, 2021 EX-99.1

CEO of RebelMouse and Former CTO of The Huffington Post, Andrea Breanna, joins LGBTQ Loyalty Holding’s all-star line-up of board members and champions

Exhibit 99.1 LGBTQ Loyalty Welcomes its First Trans Member to Board of Directors [UPDATED] CEO of RebelMouse and Former CTO of The Huffington Post, Andrea Breanna, joins LGBTQ Loyalty Holding?s all-star line-up of board members and champions WEST HOLLYWOOD, Calif. ? July 12, 2021 (GLOBE NEWSWIRE) ? LGBTQ Loyalty Holdings, Inc. (OTC PINK: LFAP), a diversity- and inclusion-driven financial methodolo

July 6, 2021 8-K

Regulation FD Disclosure, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 2, 2021 LGBTQ LOYALTY HOLDINGS, INC.

June 30, 2021 EX-10.2

Amended and Restated Securities Purchase Agreement (April 2021), dated as of June 23, 2021, by and between Registrant and GHS Investments, LLC

Exhibit 10.2 AMENDED AND RESTATED SECURITIES PURCHASE AGREEMENT This Amended and Restated Securities Purchase Agreement (this ?Agreement?) is dated as of June 23, 2021, between LGBTQ Loyalty Holdings, Inc., a Delaware corporation (the ?Company?), and the purchaser identified on the signature page hereto (including its successors and assigns, the ?Purchaser?). WHEREAS, on or about April 8, 2021, th

June 30, 2021 EX-10.3

Amended and Restated Securities Purchase Agreement (May 2021), dated as of June 23, 2021, by and between Registrant and GHS Investments, LLC

Exhibit 10.3 AMENDED AND RESTATED SECURITIES PURCHASE AGREEMENT This Amended and Restated Securities Purchase Agreement (this ?Agreement?) is dated as of June 23, 2021, between LGBTQ Loyalty Holdings, Inc., a Delaware corporation (the ?Company?), and the purchaser identified on the signature page hereto (including its successors and assigns, the ?Purchaser?). WHEREAS, on or about May 10, 2021, the

June 30, 2021 8-K

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Other Events, 8-K, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) June 23, 2021 LGBTQ LOYALTY HOLDINGS, INC.

June 30, 2021 EX-10.1

Rescission Agreement, dated June 23, 2021, by and between Registrant and GHS Investments, LLC

Exhibit 10.1 RESCISSION AGREEMENT This Rescission Agreement (this ?Agreement?) is entered into as of June 23, 2021 (the ?Rescission Date?), by and between GHS Investments, LLC (the ?GHS?) and LGBTQ Loyalty Holdings, Inc. (the ?Company?, each, a ?Party? and, collectively, the ?Parties?). RECITALS WHEREAS, GHS and the Company are parties to that certain Securities Purchase Agreement, dated April 8,

May 28, 2021 8-K

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Other Events, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) May 27, 2021 LGBTQ LOYALTY HOLDINGS, INC.

May 28, 2021 EX-10.1

Securities Purchase Agreement, dated as of May 27, 2021, by and between Registrant and GHS Investments, LLC

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this ?Agreement?) is dated as of May 27, 2021, between LGBTQ Loyalty Holdings, Inc., a Delaware corporation (the ?Company?), and the purchaser identified on the signature page hereto (including its successors and assigns, the ?Purchaser?). WHEREAS, subject to the terms and conditions set forth in this Agreement and purs

May 28, 2021 EX-99.1

LGBTQ Loyalty Announces $10M Financing Commitment From NYC-based Investment Group The funds will help empower the Company to advance its mission of creating equality-focused financial products and retire outstanding convertible notes

Exhibit 99.1 LGBTQ Loyalty Announces $10M Financing Commitment From NYC-based Investment Group The funds will help empower the Company to advance its mission of creating equality-focused financial products and retire outstanding convertible notes WEST HOLLYWOOD, Calif. ? May 28, 2021 (GLOBE NEWSWIRE) ? LGBTQ Loyalty Holdings, Inc. (OTC PINK: LFAP) (?LGBTQ Loyalty? or ?the Company??), a diversity-

May 21, 2021 EX-3.1

Certificate of Designation of Preferences, Rights and Limitations of Series D Convertible Preferred Stock of Registrant as filed with the Delaware Secretary of State on May 12, 2021

Exhibit 3.1 LGBTQ LOYALTY HOLDINGS, INC. CERTIFICATE OF DESIGNATION OF PREFERENCES, RIGHTS AND LIMITATIONS OF SERIES D CONVERTIBLE PREFERRED STOCK The undersigned, Robert Blair, does hereby certify that: 1. He is the Chief Executive Officer, of LGBTQ Loyalty Holdings, Inc., a Delaware corporation (the ?Corporation? or the ?Company?). 2. The Corporation is authorized to issue up to 10,000,000 share

May 21, 2021 EX-10.2

Common Stock Purchase Warrant, dated as of May 11, 2021, by Registrant to GHS Investments, LLC

Exhibit 10.2 THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND, ACCORDINGLY, MAY NOT BE TRANSFERRED UNLESS (I) SUCH SECURITIES HAVE BEEN REGISTERED FOR SALE PURSUANT TO THE SECURITIES ACT OF 1933, AS AMENDED

May 21, 2021 EX-10.3

Securities Purchase Agreement with Power Up Lending Group Ltd. *

Exhibit 10.3 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the ?Agreement?), dated as of May 4, 2021, by and between LGBTQ LOYALTY HOLDINGS, INC., a Delaware corporation, with its address at 2435 Dixie Highway, Wilton Manors, FL 33305 (the ?Company?), and POWER UP LENDING GROUP LTD., a Virginia corporation, with its address at 111 Great Neck Road, Suite 216, Great Neck, NY 1102

May 21, 2021 8-K

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) May 4, 2021 LGBTQ LOYALTY HOLDINGS, INC.

May 21, 2021 EX-10.1

Securities Purchase Agreement, dated as of May 11, 2021, by and between Registrant and GHS Investments LLC

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this ?Agreement?) is dated as of May 11, 2021, between LGBTQ Loyalty Holdings, Inc., a Delaware corporation (the ?Company?), and the purchaser identified on the signature page hereto (including its successors and assigns, the ?Purchaser?). WHEREAS, subject to the terms and conditions set forth in this Agreement and purs

May 21, 2021 EX-10.4

Convertible Promissory Note issued to Power Up Lending Group Ltd.*

Exhibit 10.4 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE

May 17, 2021 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 000-54867 LGBTQ LOYALTY HOLDI

April 16, 2021 EX-10.2

Common Stock Purchase Warrant*

EXHIBIT 10.2 THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND, ACCORDINGLY, MAY NOT BE TRANSFERRED UNLESS (I) SUCH SECURITIES HAVE BEEN REGISTERED FOR SALE PURSUANT TO THE SECURITIES ACT OF 1933, AS AMENDED

April 16, 2021 EX-3.1

Certificate Of Designation Of Preferences, Rights And Limitations Of Series D Convertible Preferred Stock*

Exhibit 3.1 LGBTQ LOYALTY HOLDINGS, INC. CERTIFICATE OF DESIGNATION OF PREFERENCES, RIGHTS AND LIMITATIONS OF SERIES D CONVERTIBLE PREFERRED STOCK The undersigned, Robert Blair, does hereby certify that: 1. He is the Chief Executive Officer, of LGBTQ Loyalty Holdings, Inc., a Delaware corporation (the ?Corporation? or the ?Company?). 2. The Corporation is authorized to issue up to 10,000,000 share

April 16, 2021 EX-10.1

Securities Purchase Agreement*

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this ?Agreement?) is dated as of April 6, 2021, between LGBTQ Loyalty Holdings, Inc., a Delaware corporation (the ?Company?), and the purchaser identified on the signature page hereto (including its successors and assigns, the ?Purchaser?). WHEREAS, subject to the terms and conditions set forth in this Agreement and pur

April 16, 2021 8-K

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) April 9 , 2021 LGBTQ LOYALTY HOLDINGS, INC.

April 15, 2021 EX-21.1

List of Subsidiaries

EXHIBIT 21.1 LIST OF SUBSIDIARIES LGBT Loyalty LLC Advancing Equality Preference, Inc.

April 15, 2021 10-K

Annual Report -

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) [X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For Fiscal Year Ended: December 31, 2020 OR [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 000-54867 LGBTQ LOYALTY HOLDINGS, I

April 12, 2021 EX-10.2

Convertible Promissory Note, dated as of March 5, 2021, by Registrant in favor of Power Up Lending Group Ltd

Exhibit 10.2 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE

April 12, 2021 EX-10.1

Securities Purchase Agreement, dated as of March 5, 2021, by and between Registrant and Power Up Lending Group Ltd

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the ?Agreement?), dated as of March 5, 2021, by and between LGBTQ LOYALTY HOLDINGS, INC., a Delaware corporation, with its address at 2435 Dixie Highway, Wilton Manors, FL 33305 (the ?Company?), and POWER UP LENDING GROUP LTD., a Virginia corporation, with its address at 111 Great Neck Road, Suite 216, Great Neck, NY 11

April 12, 2021 8-K

Unregistered Sales of Equity Securities, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) March 5, 2021 LGBTQ LOYALTY HOLDINGS, INC.

March 31, 2021 NT 10-K

Read Instruction (or back page) before Preparing Form. Please Print or Type. Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SEC FILE NUMBER 0001678746 FORM 12b-25 CUSIP NUMBER NOTIFICATION OF LATE FILING E50201K (Check One): [X] Form 10-K [ ] Form 20-F [ ] Form 11-K [X] Form 10-Q [ ] Form N-SAR [ ] Form N-CSR For Period Ended: December 31, 2020 [ ] Transition Report on Form 10-K [ ] Transition Report on Form 20-F [ ] Transition Report on Form 11-K

February 5, 2021 DEF 14C

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C (Rule 14c-101) SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 (Amendment No. ) Check the appropriate box: [ ] Preliminary Information Statement [ ] Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) [X] Definitive Informa

January 26, 2021 PRE 14C

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C (Rule 14c-101) SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 (Amendment No. ) Check the appropriate box: [X] Preliminary Information Statement [ ] Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) [ ] Definitive Informa

November 16, 2020 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2020 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 000-54867 LGBTQ LOYALTY H

October 15, 2020 EX-10.4

Securities Purchase Agreement, dated as of September 29, 2020, by and between Registrant and Power Up Lending Group Ltd

Exhibit 10.4 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of September 29, 2020, by and between LGBTQ LOYALTY HOLDINGS, INC., a Delaware corporation, with its address at 2435 Dixie Highway, Wilton Manors, FL 33305 (the “Company”), and POWER UP LENDING GROUP LTD., a Virginia corporation, with its address at 111 Great Neck Road, Suite 216, Great Neck,

October 15, 2020 EX-10.1

Securities Purchase Agreement, dated as of October 8, 2020, by and between Registrant and Auctus Fund, LLC

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of October 8, 2020, by and between LGBTQ LOYALTY HOLDINGS, INC., a Delaware corporation, with headquarters located at 2435 Dixie Highway, Wilton, FL 33305 (the “Company”), and AUCTUS FUND, LLC, a Delaware limited liability company, with its address at 545 Boylston Street, 2nd Floor, Boston, MA

October 15, 2020 EX-10.7

Securities Purchase Agreement, dated as of March 11, 2020, by and between Registrant and EMA Financial, LLC

Exhibit 10.7 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of March 11, 2020, is entered into by and between LGBTQ Loyalty Holdings, Inc., a Delaware corporation (the “Company”), and EMA Financial, LLC, a Delaware limited liability company (the “Purchaser” or “Holder”). WHEREAS, subject to the terms and conditions set forth in this Agreement and purs

October 15, 2020 EX-10.2

Promissory Note, dated as of October 8, 2020, by Registrant in favor of Auctus Fund, LLC

Exhibit 10.2 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR

October 15, 2020 EX-10.6

10% Convertible Promissory Note, dated as of September 28, 2020, by Registrant in favor of JSJ Investments, Inc.

Exhibit 10.6 NEITHER THIS NOTE NOR THE SECURITIES THAT MAY BE ISSUED BY THE COMPANY UPON CONVERSION HEREOF (COLLECTIVELY, THE “SECURITIES”) HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. NEITHER THE SECURITIES NOR ANY INTEREST OR PARTICIPATION THEREIN MAY BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGN

October 15, 2020 EX-10.8

10% Convertible Note, dated as of March 11, 2020, by Registrant in favor of EMA Financial, LLC

Exhibit 10.8 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR

October 15, 2020 EX-10.9

Amendment to Securities Purchase Agreement dated as of September 16, 2020 by and between Registrant and EMA Financial, LLC

Exhibit 10.9 AMENDMENT Amendment dated as of September 16th between LGBTQ Loyalty Holdings, Inc (“Borrower”) and EMA Financial, LLC (“Lender”). Whereas, the Borrower and Lender are parties to the following documents: 1. Convertible Note dated as of March 11, 2020 issued by Borrower to Lender in the original principal amount of $85,000 (“Note”); and 2. Securities Purchase Agreement dated as of Marc

October 15, 2020 EX-10.5

Convertible Promissory Note, dated as of September 29, 2020, by Registrant in favor of Power Up Lending Group Ltd

Exhibit 10.5 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE

October 15, 2020 8-K

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Financial Statements and Exhibits -

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) March 11, 2020 LGBTQ LOYALTY HOLDINGS, INC.

October 15, 2020 EX-10.3

Form of Common Stock Purchase Warrant

Exhibit 10.3 NEITHER THIS SECURITY NOR THE SECURITIES AS TO WHICH THIS SECURITY MAY BE EXERCISED HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE RE

September 11, 2020 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits -

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) September 4, 2020 LGBTQ LOYALTY HOLDINGS, INC.

September 11, 2020 EX-10.1

Amendment No. 3 to Debentures, dated as of September 10, 2020, between Registrant and Pride Partners LLC

Exhibit 10.1 AMENDMENT NO. 3 TO DEBENTURES This Amendment No. 3 to Debentures (this “Agreement”) is made and entered into as of September 10, 2020 (the “Effective Date”) by and between LGBTQ Loyalty Holdings, Inc. (the “Company”) and Pride Partners LLC (“Pride” and together with the Company, the “Parties”) for the purpose of amending that certain 10% Original Issue Discount Senior Convertible Debe

August 20, 2020 8-K

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) August 11, 2020 LGBTQ LOYALTY HOLDINGS, INC.

August 20, 2020 EX-10.2

Promissory Note, dated August 11, 2020, by Registrant in favor of Auctus Fund, LLC

Exhibit 10.2 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR

August 20, 2020 EX-10.3

Form of Common Stock Purchase Warrant (Warrant A), dated August 11, 2020

Exhibit 10.3 NEITHER THIS SECURITY NOR THE SECURITIES AS TO WHICH THIS SECURITY MAY BE EXERCISED HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE RE

August 20, 2020 EX-10.1

Securities Purchase Agreement, dated as of August 11, 2020, by and between Registrant and Auctus Fund, LLC.

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of August 11, 2020, by and between LGBTQ LOYALTY HOLDINGS, INC., a Delaware corporation, with headquarters located at 2435 Dixie Highway, Wilton Manors, FL 33305 (the “Company”), and AUCTUS FUND, LLC, a Delaware limited liability company, with its address at 545 Boylston Street, 2nd Floor, Bos

August 14, 2020 10-Q

Quarterly Report -

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2020 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 000-54867 LGBTQ LOYALTY HOLDIN

July 20, 2020 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) July 14, 2020 LGBTQ LOYALTY HOLDINGS, INC.

July 20, 2020 EX-10.3

First Amendment to Note, dated as of July 14, 2020, by Registrant in favor of Cavalry Fund I LP

Exhibit 10.3 FIRST AMENDMENT TO 10% CONVERTIBLE NOTE THIS FIRST AMENDMENT TO 10% CONVERTIBLE NOTE (this “Amendment”) is made as of July 14, 2020 (the “Effective Date”) by and between LGBTQ Loyalty Holdings, Inc., a Delaware corporation (the “Company”), and the undersigned (the “Holder”). WHEREAS, in connection with that certain Securities Purchase Agreement, dated February 11, 2020, by and between

July 8, 2020 10-Q/A

Quarterly Report -

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Mark One) [X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For Quarter Year Ended: March 31, 2020 OR [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 000-54867 LGBTQ LOYALTY HOLDINGS

July 6, 2020 10-Q

Quarterly Report -

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2020 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 000-54867 LGBTQ LOYALTY HOLDI

June 30, 2020 NT 10-Q

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 12b-25 SEC File Number: 000-54867 CUSIP Number: 50201K 10 7 NOTIFICATION OF LATE FILING (Check One): [ ] Form 10-K [ ] Form 20-F [ ] Form 11-K [X] Form 10-Q [ ] Form 10-D [ ] Form N-SAR [ ] Form N-CSR For Period Ended: March 31, 2020 [ ] Transition Report on Form 10-K [ ] Transition Report on Form 20-F [ ] Transition Report on Form 11-K [ ] Transition Report on Form 10-Q [ ] Transition Report on Form N-SAR For the Transition Period Ended: Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

May 15, 2020 10-K/A

Annual Report -

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Mark One) [X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For Fiscal Year Ended: December 31, 2019 OR [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 000-54867 LGBTQ LOYALTY HOLDINGS,

May 14, 2020 8-K

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 14, 2020 LGBTQ LOYALTY HOLDINGS, INC.

May 14, 2020 EX-21.1

List of Subsidiaries

EXHIBIT 21.1 LIST OF SUBSIDIARIES LifeApps Inc. Sports One Group Inc. LGBT Loyalty LLC Loyalty Preference Index, Inc.

May 14, 2020 10-K

Annual Report -

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) [X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For Fiscal Year Ended: December 31, 2019 OR [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 000-54867 LGBTQ LOYALTY HOLDINGS, I

March 30, 2020 8-K

Unregistered Sales of Equity Securities, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 30, 2020 LGBTQ LOYALTY HOLDINGS, INC.

March 30, 2020 EX-10.2

10% Convertible Note

Exhibit 10.2 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE

March 30, 2020 EX-10.1

Securities Purchase Agreement

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of March 10, 2020, by and between LGBTQ LOYALTY HOLDINGS, INC., a Delaware corporation, with its address at 2435 Dixie Highway, Wilton Manors, FL 33305 (the “Company”), and POWER UP LENDING GROUP LTD., a Virginia corporation, with its address at 111 Great Neck Road, Suite 216, Great Neck, NY 1

March 30, 2020 8-K

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 30, 2020 LGBTQ LOYALTY HOLDINGS, INC.

March 16, 2020 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 10, 2020 LGBTQ LOYALTY HOLDINGS, INC.

February 19, 2020 EX-10.2

10% Convertible Note, dated February 11, 2020, by Registrant in favor of Cavalry Fund I LP

Exhibit 10.2 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR

February 19, 2020 EX-10.1

Securities Purchase Agreement, dated as of February 11, 2020, between Registrant and Cavalry Fund I LP

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of February 11, 2020, is entered into by and between LGBTQ Loyalty Holdings, Inc., a Delaware corporation (the “Company”), and Cavalry Fund I LP, a Delaware limited partnership (the “Purchaser” or “Holder”). WHEREAS, subject to the terms and conditions set forth in this Agreement and pursuant

February 19, 2020 8-K

Unregistered Sales of Equity Securities, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 12, 2020 LGBTQ LOYALTY HOLDINGS, INC.

November 14, 2019 10-Q

LFAP / LifeApps Brands Inc. 10-Q - Quarterly Report -

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2019 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 000-54867 LGBTQ LOYALTY H

October 18, 2019 8-K

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 14, 2019 LGBTQ LOYALTY HOLDINGS, INC.

October 18, 2019 EX-10.1

Form of Amendment No. 2 to Securities Purchase Agreement, Debentures and Registration Rights Agreement, dated as of October 14, 2019, between Registrant and Pride Partners LLC

Exhibit 10.1 AMENDMENT NO. 2 TO SECURITIES PURCHASE AGREEMENT, DEBENTURES AND REGISTRATION RIGHTS AGREEMENT This Amendment No. 2 to Securities Purchase Agreement, Debentures and Registration Rights Agreement (this “Agreement”) is made and entered into as of October 14, 2019 (the “Effective Date”) by and between LGBTQ Loyalty Holdings, Inc. (the “Company”) and Pride Partners LLC (“Pride” and togeth

September 3, 2019 EX-10.1

Form of Amendment No. 1 to Securities Purchase Agreement, Debentures and Registration Rights Agreement, dated as of August 26, 2019, between the Registrant and Pride Partners LLC

EX-10.1 2 f8k082719ex10-1lgbtqloyalty.htm FORM OF AMENDMENT NO. 1 TO SECURITIES PURCHASE AGREEMENT, DEBENTURES AND REGISTRATION RIGHTS AGREEMENT Exhibit 10.1 AMENDMENT NO. 1 TO SECURITIES PURCHASE AGREEMENT, DEBENTURES AND REGISTRATION RIGHTS AGREEMENT This Amendment No. 1 to Securities Purchase Agreement, Debentures and Registration Rights Agreement (this “Agreement”) is made and entered into as

September 3, 2019 8-K

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 27, 2019 LGBTQ LOYALTY HOLDINGS, INC.

August 28, 2019 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 23, 2019 LGBTQ LOYALTY HOLDINGS, INC.

August 14, 2019 10-Q

LFAP / LifeApps Brands Inc. 10-Q - Quarterly Report - QUARTERLY REPORT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2019 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 000-54867 LGBTQ LOYALTY HOLDINGS,

July 22, 2019 CORRESP

LFAP / LifeApps Brands Inc. CORRESP - -

LGBTQ Loyalty Holdings, Inc. 2435 Dixie Highway Wilton Manors, FL 33305 July 22, 2019 VIA EDGAR U.S. Securities and Exchange Commission Office of Financial Services 100 F Street, N.E. Mail Stop 4628 Washington, DC 20549 Attn: Folake Ayoola Re: LGBTQ Loyalty Holdings, Inc. Registration Statement on Form S-1 Filed July 3, 2019 File No. 333-232552 Dear Ms. Ayoola: Pursuant to Rule 461 under the Secur

July 3, 2019 EX-10.27

Common Stock Purchase Warrant of Registrant dated June 4, 2019 issued to Pride Partners LLC

EXHIBIT 10.27 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGIS

July 3, 2019 S-1

LFAP / LifeApps Brands Inc. S-1 - Registration Statement - REGISTRATION STATEMENT

As filed with the Securities and Exchange Commission on July 3, 2019 Registration No.

July 3, 2019 EX-21.1

List of Subsidiaries

EXHIBIT 21.1 SUBSIDIARIES OF THE REGISTRANT LGBT Loyalty LLC LifeApps Inc. Sports One Group, Inc.

June 26, 2019 SC 13D/A

LFAP / LifeApps Brands Inc. / Maxim Partners Llc - AMENDMENT NO. 1 SCHEDULE 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1) LGBTQ LOYALTY HOLDINGS, INC. (F/K/A LIFEAPPS BRANDS INC.) (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 53190A205 (CUSIP Number) Maxim Partners LLC 405 Lexington Avenue New York, NY, 10174 212-895-3500 with a cop

June 26, 2019 EX-99.2

Joint Filing Agreement by and among the Reporting Persons, dated February 5, 2019.

Exhibit 99.2 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including any and all amendments thereto) with respect to the common stock, $0.001 par value per share, of Lifeapps Brands Inc., and further agree that this Joint Filing Agreem

June 10, 2019 EX-10.5

Securities Exchange Agreement, dated June 4, 2019, by and between the Issuer and Maxim Partners LLC (incorporated by reference to Exhibit 10.5 to the Form 8-K filed by the Issuer with the SEC on June 4, 2019).

EXHIBIT 10.5 SECURITIES EXCHANGE AGREEMENT THIS SECURITIES EXCHANGE AGREEMENT (the “Agreement”), dated as of June 4, 2019, is entered into by and between LGBTQ LOYALTY HOLDINGS, INC. (fka “LIFEAPPs BRANDS INc.”), a Delaware corporation (the “Company”), and the party identified as “Holder” on the signature page hereto (the “Holder”). WHEREAS, the Holder holds 129,558,574 shares of common stock of t

June 10, 2019 EX-10.10

Restricted Stock Grant Agreement executed on June 4, 2019 between Registrant and Beacon Media Interactive, Inc.

EXHIBIT 10.10 RESTRICTED STOCK GRANT AGREEMENT This Restricted Stock Grant Agreement (“Agreement”) is made as of May 1, 2019 (“Effective Date”) by and between LGBTQ Loyalty Holdings, Inc. (f/k/a “LifeApps Brands, Inc.”) a Delaware corporation (the “Company”) and Beacon Media Interactive, Inc., a California corporation (“Consultant”). Capitalized terms used but not defined herein shall have the mea

June 10, 2019 EX-10.4

Registration Rights Agreement, dated as of June 4, 2019, between Registrant and Pride Partners LLC

EXHIBIT 10.4 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this “Agreement”) is made and entered into as of June 4, 2019, between LGBTQ LOYALTY HOLDINGS, INC. (f/k/a “LifeApps Brands Inc.”), a Delaware corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”). This Agreement is made

June 10, 2019 EX-10.6

Form of Lock-Up Agreement, dated as of June 4, 2019

EXHIBIT 10.6 FORM OF LOCK-UP AGREEMENT June 4, 2019 LGBTQ Loyalty Holdings, Inc. 2435 Dixie Highway Wilton Manors, FL 33305 Re: LGBTQ Loyalty Holdings, Inc. - Lock-Up Agreement Ladies and Gentlemen: This Lock-Up Agreement is being delivered to you in connection with the Securities Purchase Agreement (the “Securities Purchase Agreement”), dated as of June 4, 2019 by and between LGBTQ Loyalty Holdin

June 10, 2019 EX-10.9

Initial Statement of Work (including Compensation Addendum) executed on June 4, 2019 between Registrant and Beacon Media Interactive, Inc.

EXHIBIT 10.9 INITIAL STATEMENT OF WORK PROJECT DESCRIPTION The following INITIAL STATEMENT OF WORK (SOW) describes the Services to be provided by Manager to Company. It will serve as a roadmap, and provides a general overview of each phase of creation and launch of the vertical business models envisioned for LGBTQ Loyalty Holdings, Inc. during the next 9 to 12 months. Each phase will include eleme

June 10, 2019 EX-10.2

10% Original Issue Discount Senior Convertible Debenture of Registrant dated June 4, 2019 issued to Pride Partners LLC

EXHIBIT 10.2 NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGIS

June 10, 2019 EX-10.7

Leak-Out Agreement, dated as of June 4, 2019, between Registrant and Brian Neal

EXHIBIT 10.7 LEAK-OUT AGREEMENT June 4, 2019 This agreement (the “Leak-Out Agreement”) is being delivered to you in connection with an understanding by and between LGBTQ Loyalty Holdings, Inc., a Delaware corporation (the “Company”), and Brian Neal (collectively, the “Holder”). Reference is hereby made to the Securities Purchase Agreement, dated June 4, 2019, by and among the Company and the certa

June 10, 2019 EX-10.3

Form of Common Stock Purchase Warrant of Registrant dated June 4, 2019 issued to Pride Partners LLC

EXHIBIT 10.3 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGIST

June 10, 2019 EX-10.8

Management and Consulting Agreement executed on June 4, 2019 between Registrant and Beacon Media Interactive, Inc.

EXHIBIT 10.8 MANAGEMENT AND CONSULTING AGREEMENT THIS MANAGEMENT AND CONSULTING AGREEMENT (the “Agreement”) is made and entered as of the 1st day of May, 2019, by and between Beacon Media Interactive, Inc., a California corporation, (the “Manager”) and LGBTQ Loyalty Holdings, Inc. (f/k/a “Life Apps Brands Inc.”), a Delaware corporation, and all of its owned and affiliated entities (the “Company”)

June 10, 2019 EX-3.1

Certificate of Designation of Preferences, Rights and Limitations of Series C Convertible Preferred Stock of Registrant as filed with the Delaware Secretary of State on June 3, 2019

EXHIBIT 3.1 State of Delaware Secretary of State Division of Corporations Delivered 06:57 PM 06/03/2019 FILED 06:57 PM 06/03/2019 SR 20195205086 - File Number 4902949 LGBTQ LOYALTY HOLDINGS, INC. CERTIFICATE OF DESIGNATION OF PREFERENCES, RIGHTS AND LIMITATIONS OF SERIES C CONVERTIBLE PREFERRED STOCK PURSUANT TO SECTION 151 OF THE Delaware GENERAL CORPORATION LAW The undersigned, Robert A. Blair,

June 10, 2019 EX-10.1

Securities Purchase Agreement, dated as of June 4, 2019, between Registrant and Pride Partners LLC

EXHIBIT 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of June 4, 2019, between LGBTQ Loyalty Holdings, Inc. (formerly, LifeApps Brands Inc.), a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”). WHEREAS

June 10, 2019 8-K

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

8-K 1 f8k060419lgbtqloyalty.htm CURRENT REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 4, 2019 LGBTQ LOYALTY HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 000-54867 80-0671280 (State or

May 17, 2019 10-Q

LFAP / LifeApps Brands Inc. 10-Q Quarterly Report 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2019 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 000-54867 LGBTQ LOYALTY HOLDINGS,

May 17, 2019 EX-3.1

Certificate of Amendment to Certificate of Incorporation filed with the Delaware Secretary of State on April 25, 2019

EXHIBIT 3.1 State of Delaware Secretary of State Division of Corporations Delivered 06:10 PM 04/25/2019 FILED 06:10 PM 04/25/2019 SR 20193208584 - File Number 4902949 CERTIFICATE OF AMENDMENT TO THE CERTIFICATE OF INCORPORATION OF LIFEAPPS BRANDS INC. a Delaware corporation Pursuant to Section 242 of the General Corporation Law of the State of Delaware (the "DGCL"), LifeApps Brands Inc., a corpora

May 15, 2019 NT 10-Q

LFAP / LifeApps Brands Inc. NT 10-Q NT 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SEC File Number 000-54867 CUSIP Number 50201K 10 7 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For period ended: March 31, 2019 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Tran

April 29, 2019 8-K

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 25, 2019 LGBTQ LOYALTY HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware (State or Other Jurisdiction of Incorporation) 000-54867 (Commission File N

April 23, 2019 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Unregistered Sales of Equity Securities

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 18, 2019 LIFEAPPS BRANDS INC. (Exact name of registrant as specified in its charter) Delaware (State or Other Jurisdiction of Incorporation) 000-54867 (Commission File Number) 8

April 16, 2019 10-K

LFAP / LifeApps Brands Inc. FORM 10-K (Annual Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For Fiscal Year Ended: December 31, 2018 OR ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 000-54867 LIFEAPPS BRANDS INC. (Exact n

April 16, 2019 EX-21.1

List of Subsidiaries

EXHIBIT 21.1 LIST OF SUBSIDIARIES LifeApps Inc. Sports One Group Inc. LGBT Loyalty LLC

April 3, 2019 8-K

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 3, 2019 LIFEAPPS BRANDS INC. (Exact name of registrant as specified in its charter) Delaware (State or Other Jurisdiction of Incorporation) 000-54867 (Commission File Number) 80

April 3, 2019 EX-3.1

Certificate of Designations, Preferences and Rights of Series B Convertible Preferred Stock of Registrant as filed with the Delaware Secretary of State on April 2, 2019 (14)

EXHIBIT 3.1 CERTIFICATE OF DESIGNATIONS, PREFERENCES AND RIGHTS OF SERIES B CONVERTIBLE PREFERRED STOCK OF LIFEAPPS BRANDS, INC. The undersigned, the Chief Executive Officer of LifeApps Brands, Inc., a Delaware corporation (the “Company”), does hereby certify that, pursuant to the authority conferred upon the Board of Directors by the Certificate of Incorporation of the Company, as amended, the fo

March 29, 2019 8-K

Unregistered Sales of Equity Securities, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 25, 2019 LIFEAPPS BRANDS INC. (Exact name of registrant as specified in its charter) Delaware (State or Other Jurisdiction of Incorporation) 000-54867 (Commission File Number) 8

March 29, 2019 NT 10-K

LFAP / LifeApps Brands Inc. NT 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SEC File Number 000-54867 CUSIP Number 53190A 20 5 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For period ended: December 31, 2018 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ T

March 14, 2019 8-K

Unregistered Sales of Equity Securities, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 8, 2019 LIFEAPPS BRANDS INC. (Exact name of registrant as specified in its charter) Delaware (State or Other Jurisdiction of Incorporation) 000-54867 (Commission File Number) 80

February 26, 2019 DEF 14C

Definitive Registration Statement of Registrant filed on February 26, 2019 (17)

SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: ☐ Preliminary Information Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) ☒ Definitive Information Statement LIFEAPPS BRANDS, INC.

February 21, 2019 8-K

Termination of a Material Definitive Agreement

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 15, 2019 LIFEAPPS BRANDS INC. (Exact name of registrant as specified in its charter) Delaware (State or Other Jurisdiction of Incorporation) 000-54867 (Commission File Number

February 12, 2019 8-K

Unregistered Sales of Equity Securities

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 6, 2019 LIFEAPPS BRANDS INC. (Exact name of registrant as specified in its charter) Delaware (State or Other Jurisdiction of Incorporation) 000-54867 (Commission File Number)

February 11, 2019 PRE 14C

LFAP / LifeApps Brands Inc. PRE 14C

SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: ☒ Preliminary Information Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) ☐ Definitive Information Statement LIFEAPPS BRANDS, Inc.

February 6, 2019 SC 13D

LFAP / LifeApps Brands Inc. / Maxim Partners Llc - SCHEDULE 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 LIFEAPPS BRANDS INC. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 53190A205 (CUSIP Number) Maxim Partners LLC 405 Lexington Avenue New York, NY, 10174 212-895-3500 with a copy to: Barry I. Grossman, Esq. Ellenoff Grossman & Schol

February 6, 2019 EX-99.2

Joint Filing Agreement by and among the Reporting Persons, dated February 5, 2019.

Exhibit 99.2 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including any and all amendments thereto) with respect to the common stock, $0.001 par value per share, of Lifeapps Brands Inc., and further agree that this Joint Filing Agreem

January 31, 2019 EX-10.3

Management Warrant, dated January 25, 2019 issued to Brian Neal (for cancelled debt of $25,054) (13)

Exhibit 10.3 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGIST

January 31, 2019 EX-10.2

Management Warrant, dated January 25, 2019 issued to Brian Neal (for cancelled debt of $161,629) (13)

Exhibit 10.2 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGIST

January 31, 2019 EX-10.1

Securities Exchange Agreement, dated January 25, 2019, between Registrant, LGBT Loyalty LLC and Maxim Partners, LLC (13)

Exhibit 10.1 SECURITIES EXCHANGE AGREEMENT among LIFEAPPS BRANDS INC., a Delaware corporation, LGBT LOYALTY LLC, a New York limited liability company, and MAXIM PARTNERS, LLC, a New York limited liability company January 25, 2019 SECURITIES EXCHANGE AGREEMENT THIS SECURITIES EXCHANGE AGREEMENT (this “Agreement”), is made and entered into as of January 25, 2019 (the “Effective Date”) by and among L

January 31, 2019 8-K

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Completion of Acquisition or Disposition of Assets, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 25, 2019 LIFEAPPS BRANDS INC. (Exact name of registrant as specified in its charter) Delaware (State or Other Jurisdiction of Incorporation) 000-54867 (Commission File Number)

January 31, 2019 EX-3.1

Certificate of Designations, Preferences and Rights of Series A Convertible Preferred Stock of Registrant as filed with the Delaware Secretary of State on January 24, 2019 (13)

State of Delaware Secretary of State Division of Corporations Delivered 02:48 PM 01/24/2019 FILED 02:48 PM 01/24/2019 SR 20190475510 - File Number 4902949 Exhibit 3.

January 31, 2019 EX-10.4

Management Warrant, dated January 25, 2019 issued to Robert Gayman (for cancelled debt of $161,629) (13)

Exhibit 10.4 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGIST

December 31, 2018 EX-10.1

Employment Services Agreement with Lawrence P. Roan entered into as of November 1, 2018. (12)

EX-10.1 2 s115025ex10-1.htm EXHIBIT 10.1 Exhibit 10.1 EMPLOYMENT SERVICES AGREEMENT This Employment Services Agreement (the “Agreement”) is entered into as of the 1st day of November, 2018 (the “Effective Date”), by and between LifeApps Brands Inc., a Delaware corporation, with a business address at 2435 N. Dixie Hwy., Wilton Manors, F1 33305 (the “Company”), and Lawrence P. Roan, with an address

December 31, 2018 10-Q

LFAP / LifeApps Brands Inc. FORM 10Q (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2018 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 000-54867 LIFEAPPS BRANDS INC

November 14, 2018 NT 10-Q

LFAP / LifeApps Brands Inc. NT 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SEC File Number 000-54867 CUSIP Number 53190A 20 5 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For period ended: September 30, 2018 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐

August 20, 2018 10-Q

LFAP / LifeApps Brands Inc. 10-Q (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2018 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 000-54867 LIFEAPPS BRANDS INC. (Ex

August 14, 2018 NT 10-Q

LFAP / LifeApps Brands Inc. NT 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SEC File Number 000-54867 CUSIP Number 53190A 20 5 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For period ended: June 30, 2018 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Trans

May 15, 2018 EX-10.1

Amendment No. 1 dated as of January 1, 2018, to Employment Services Agreement with Robert A. Blair (11)

Exhibit 10.1 AMENDMENT NO. 1 TO EMPLOYMENT SERVICES AGREEMENT THIS AMENDMENT No. 1 (the “Amendment”) is made as of January 1, 2018, by and between LifeApps Brands, Inc., a Delaware corporation (the “Company”) and Robert A. Blair (the “Executive”). W I T N E S S E T H WHEREAS, the Parties hereto have heretofore entered into an Employment Services Agreement, dated as of December 19, 2017 (the “Agree

May 15, 2018 EX-10.3

Amendment No. 1 dated as of January 1, 2018, to Employment Services Agreement with Robert Gayman (11)

Exhibit 10.3 AMENDMENT NO. 1 TO EXECUTIVE MANAGEMENT CONSULTING AGREEMENT THIS AMENDMENT No. 1 (the “Amendment”) is made as of January 1, 2018, by and between LifeApps Brands, Inc., a Delaware corporation (the “Company”) and Robert Gayman (the “Advisor”). W I T N E S S E T H WHEREAS, the Parties hereto have heretofore entered into an Executive Management Consulting Agreement, dated as of December

May 15, 2018 10-Q

LFAP / LifeApps Brands Inc. 10-Q (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2018 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 000-54867 LIFEAPPS BRANDS INC. (E

May 15, 2018 EX-10.2

Amendment No. 1 dated as of January 1, 2018, to Employment Services Agreement with Brian Neal (11)

Exhibit 10.2 AMENDMENT NO. 1 TO EMPLOYMENT SERVICES AGREEMENT THIS AMENDMENT No. 1 (the “Amendment”) is made as of January 1, 2018, by and between LifeApps Brands, Inc., a Delaware corporation (the “Company”) and Brian Neal (the “Executive”). W I T N E S S E T H WHEREAS, the Parties hereto have heretofore entered into an Employment Services Agreement, dated as of January 1, 2018 (the “Agreement”)

April 19, 2018 EX-21.1

List of Subsidiaries

EXHIBIT 21.1 LIST OF SUBSIDIARIES LifeApps Inc. Sports One Group Inc.

April 19, 2018 10-K

LFAP / LifeApps Brands Inc. 10-K (Annual Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For Fiscal Year Ended: December 31, 2017 OR ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 000-54867 LIFEAPPS BRANDS INC. (Exact n

April 19, 2018 EX-10.16

Securities Purchase Agreement dated March 6, 2016 between Registrant and Power Up Lending Group Limited (15)

EXIBIT 10.16 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of March 6, 2018, by and between LIFEAPPS BRANDS INC., a Delaware corporation, with its address at Polo Plaza, 3790 Via De La Valle, #125E, Del Mar, CA 92014 (the “Company”), and POWER UP LENDING GROUP LTD., a Virginia corporation, with its address at 111 Great Neck Road, Suite 216, Great Neck

April 19, 2018 EX-10.15

Convertible Promissory Note between Registrant and Power Up Lending Group Limited dated March 6, 2018 (15)

EXHIBIT 10.15 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE

April 2, 2018 NT 10-K

LFAP / LifeApps Brands Inc. NT 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SEC File Number 000-54867 CUSIP Number 53190A 20 5 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For period ended: December 31, 2017 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ T

March 6, 2018 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 1, 2018 LIFEAPPS BRANDS INC. (Exact name of registrant as specified in its charter) Delaware 000-54867 80-0671280 (State or Other Jurisdiction of Incorporation) (Commission File

January 25, 2018 8-K

Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 23, 2018 LIFEAPPS BRANDS INC. (Exact name of registrant as specified in its charter) Delaware 000-54867 80-0671280 (State or Other Jurisdiction of Incorporation) (Commission F

January 25, 2018 EX-16.1

Letter, from Pritchett, Siler & Hardy P.C. dated January 23, 2018

Exhibit 16.1 January 23, 2018 U.S. Securities and Exchange Commission 100 F. Street Washington, DC 20549 ? 7561 Ladies and Gentlemen: Re: LifeApps Brands, Inc. Commission File No. 000- 54867 We have read the statements of the Company pertaining to our firm included in Item 4.01 of the Form 8-K dated January 23, 2018 and are in agreement with the statements contained in that document pertaining to

January 12, 2018 8-K

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 8, 2018 LIFEAPPS BRANDS INC. (Exact name of registrant as specified in its charter) Delaware 000-54867 80-0671280 (State or Other Jurisdiction (Commission (I.R.S. Employer of

January 12, 2018 EX-10.1

Consulting Agreement with Wellfleet Partners, Inc. dated as of January 8, 2018

EX-10.1 2 s108717ex10-1.htm EXHIBIT 10.1 Exhibit 10.1 wellfleet partners, Inc. One Penn Plaza • 24th Floor • New York, NY 10119 Tel: 212-714-0400 • Fax 212-714-1835 THIS AGREEMENT ("Agreement") is made as of the 8th day of January, 2018 between Wellfleet Partners, Inc., a New York corporation having its principal place of business at 1 Penn Plaza, 24th floor, New York City, NY 10119 (hereinafter r

December 21, 2017 EX-10.1

Employment Services Agreement dated December 19, 2017 with Robert A. Blair (8)

Exhibit 10.1 EMPLOYMENT SERVICES AGREEMENT This Employment Services Agreement (the ?Agreement?) is entered into as of the 19th day of December, 2017 (the ?Effective Date?), by and between LifeApps Brands Inc., a Delaware corporation, with a business address at Polo Plaza, 3790 Via De La Valle, #125E, Del Mar, CA 92014 (the ?Company?), and Robert A. Blair, with an address at 5200 Wilshire Boulevard

December 21, 2017 EX-10.2

Employment Services Agreement dated December 19, 2017 with Brian Neal (8)

Exhibit 10.2 EMPLOYMENT SERVICES AGREEMENT This Employment Services Agreement (the ?Agreement?) is entered into as of the 1st day of January, 2018 (the ?Effective Date?), by and between LifeApps Brands Inc., a Delaware corporation, with a business address at Polo Plaza, 3790 Via De La Valle, #125E, Del Mar, CA 92014 (the ?Company?), and Brian Neal, with an address at 5200 Wilshire Boulevard, Suite

December 21, 2017 EX-10.3

Executive Management Consulting Agreement dated December 19, 2017 with Robert Gayman (8)

Exhibit 10.3 executive MANAGEMENT CONSULTING AGREEMENT This MANAGEMENT CONSULTING AGREEMENT (this ?Agreement?) is made and entered into as of December 19, 2017, by and between Robert Gayman (?Advisor?), and LifeApps Brands Inc., a Delaware corporation, with its principal place of business at Polo Plaza, 3790 Via De La Valle, #125E, Del Mar, CA 92014 (the ?Company?). Advisor and the Company shall s

December 21, 2017 8-K

Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 19, 2017 LIFEAPPS BRANDS INC. (Exact name of registrant as specified in its charter) Delaware 000-54867 80-0671280 (State or Other Jurisdiction of Incorporation) (Commission

November 13, 2017 10-Q

LFAP / LifeApps Brands Inc. 10-Q (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2017 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 000-54867 LIFEAPPS BRANDS INC

August 21, 2017 10-Q

LFAP / LifeApps Brands Inc. 10-Q (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2017 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 000-54867 LIFEAPPS BRANDS INC. (Ex

August 14, 2017 NT 10-Q

LifeApps Brands NT 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SEC File Number 000-54867 CUSIP Number 53190A 20 5 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ? Form 10-K ? Form 20-F ? Form 11-K ? Form 10-Q ? Form 10-D ? Form N-SAR ? Form N-CSR For period ended: June 30, 2017 ? Transition Report on Form 10-K ? Transition Report on Form 20-F ? Transition Report on Form 11-K ? Trans

June 8, 2017 8-K

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 1, 2017 LIFEAPPS BRANDS INC. (Exact name of registrant as specified in its charter) Delaware 000-54867 80-0671280 (State or Other Jurisdiction (Commission (I.R.S. Employer of Inc

May 22, 2017 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2017 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 000-54867 LIFEAPPS BRANDS INC. (E

May 15, 2017 NT 10-Q

LifeApps Brands NT 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SEC File Number 000-54867 CUSIP Number 53190A 20 5 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ? Form 10-K ? Form 20-F ? Form 11-K ? Form 10-Q ? Form 10-D ? Form N-SAR ? Form N-CSR For period ended: March 31, 2017 ? Transition Report on Form 10-K ? Transition Report on Form 20-F ? Transition Report on Form 11-K ? Tran

April 18, 2017 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) x ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For Fiscal Year Ended: December 31, 2016 OR ¨ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 000-54867 LIFEAPPS BRANDS INC. (Exact n

April 18, 2017 EX-21.1

List of Subsidiaries

EXHIBIT 21.1 LIST OF SUBSIDIARIES LifeApps Inc.

April 1, 2017 NT 10-K

LifeApps Brands NT 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SEC File Number 000-54867 CUSIP Number 53190A 20 5 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): x Form 10-K ? Form 20-F ? Form 11-K ? Form 10-Q ? Form 10-D ? Form N-SAR ? Form N-CSR For period ended: December 31, 2016 ? Transition Report on Form 10-K ? Transition Report on Form 20-F ? Transition Report on Form 11-K ? T

November 21, 2016 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2016 ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 000-54867 LIFEAPPS BRANDS INC

November 14, 2016 NT 10-Q

LifeApps Brands NT 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SEC File Number 000-54867 CUSIP Number 53190A 20 5 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ? Form 10-K ? Form 20-F ? Form 11-K x Form 10-Q ? Form 10-D ? Form N-SAR ? Form N-CSR For period ended: September 30, 2016 ? Transition Report on Form 10-K ? Transition Report on Form 20-F ? Transition Report on Form 11-K ?

November 2, 2016 8-K

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 27, 2016 LIFEAPPS BRANDS INC. (Exact name of registrant as specified in its charter) Delaware 000-54867 80-0671280 (State or Other Jurisdiction (Commission (I.R.S. Employer of

November 2, 2016 EX-10.1

Debt Conversion Agreement dated as of October 27, 2016 between Registrant and Lesly A. Thompson (7)

Exhibit 10.1 DEBT CONVERSION AGREEMENT THIS DEBT CONVERSION AGREEMENT (the ?Agreement?) is entered into as of October 27, 2016, by and between LifeApps Brands Inc., a Delaware corporation (the ?Company?) and Lesly A. Thompson (the ?Lender?). The Company and Lender may be referred to herein individually as a ?Party? and collectively as the ?Parties.? Recitals: WHEREAS, on November 9, 2015, Lender m

August 15, 2016 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2016 ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 000-54867 LIFEAPPS BRANDS INC. (Ex

August 15, 2016 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2016 ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 000-54867 LIFEAPPS BRANDS INC. (Ex

May 27, 2016 EX-4.1

Form of Non-Qualified Stock Option Agreement under 2012 Equity Incentive Plan (6)

EXHIBIT 4.1 LIFEAPPS BRANDS INC. Non-Qualified Stock Option Agreement Granted Under 2012 Equity Incentive Plan 1. Grant of Option. This agreement (this ?Agreement?) evidences the grant by LifeApps Brands Inc., a Delaware corporation (the ?Company?), on , 2016 (the ?Grant Date?) to , an employee, director, consultant or advisor of the Company (the ?Participant?), of an option (the ?Option?) to purc

May 27, 2016 8-K

Unregistered Sales of Equity Securities, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 24, 2016 LIFEAPPS BRANDS INC. (Exact name of registrant as specified in its charter) Delaware 000-54867 80-0671280 (State or Other Jurisdiction (Commission (I.R.S. Employer of Inc

May 26, 2016 EX-99.1

LifeApps Brands Inc. enters into Letter of Intent with Medical Device Company FemCap Inc.

Exhibit 99.1 LifeApps Brands Inc. enters into Letter of Intent with Medical Device Company FemCap Inc. SAN DIEGO - (WIRE) ? May 26, 2016 LifeApps Brands Inc. (OTC: LFAP) (?LifeApps?), an emerging growth company, and designer of m-health and wellness applications has entered into an agreement with medical device company FemCap Inc. FemCap Inc. provides innovative FDA approved contraceptive and femi

May 26, 2016 8-K

LifeApps Brands 8-K (Current Report/Significant Event)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 21, 2016 LIFEAPPS BRANDS INC. (Exact name of registrant as specified in its charter) Delaware 000-54867 80-0671280 (State or other jurisdiction of incorporation) (Commission File

May 23, 2016 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2016 ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 000-54867 LIFEAPPS BRANDS INC. (E

May 16, 2016 NT 10-Q

LifeApps Brands NT 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SEC File Number 000-54867 CUSIP Number 53190A 20 5 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): [] Form 10-K [] Form 20-F [] Form 11-K [X] Form 10-Q [] Form 10-D [] Form N-SAR [] Form N-CSR For period ended: March 31, 2016 [] Transition Report on Form 10-K [] Transition Report on Form 20-F [] Transition Report on Form

April 15, 2016 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) x ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For Fiscal Year Ended: December 31, 2015 OR ? TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 000-54867 LIFEAPPS BRANDS INC. (Exact n

April 15, 2016 EX-21.1

LIST OF SUBSIDIARIES

EXHIBIT 21.1 LIST OF SUBSIDIARIES LifeApps Inc.

March 30, 2016 NT 10-K

LifeApps Brands NT 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SEC File Number 000-54867 CUSIP Number 53190A 20 5 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ? Form 10-K ? Form 20-F ? Form 11-K ? Form 10-Q ? Form 10-D ? Form N-SAR ? Form N-CSR For period ended: December 31, 2015 ? Transition Report on Form 10-K ? Transition Report on Form 20-F ? Transition Report on Form 11-K ? T

January 7, 2016 8-K

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): December 31, 2015 LIFEAPPS BRANDS INC. (Exact Name of Registrant as Specified in Charter) Delaware 000-54867 80-0671280 (State or Other Jurisdiction of Incorporation) (Commission File

January 7, 2016 EX-3.1

Certificate of Amendment to Amended and Restated Certificate of Incorporation of Registrant dated December 31, 2015 (5)

EXHIBIT 3.1 STATE OF DELAWARE CERTIFICATE OF AMENDMENT OF AMENDED AND RESTATED CERTIFICATE OF INCORPORATION LifeApps Digital Media Inc. The undersigned corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware does hereby certify: FIRST: That by unanimous written consent of the Board of Directors of LifeApps Digital Media Inc., in lieu of a meet

December 8, 2015 DEF 14C

LifeApps Brands DEF 14C

SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: ? Preliminary Information Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) ? Definitive Information Statement .

November 30, 2015 CORRESP

LifeApps Brands ESP

VIA EDGAR AND EMAIL November 30, 2015 United States Securities and Exchange Commission Division of Corporate Finance Washington, D.

November 30, 2015 CORRESP

LifeApps Brands ESP

November 30, 2015 VIA EDGAR AND EMAIL United States Securities and Exchange Commission Division of Corporate Finance Washington, D.

November 30, 2015 PRER14C

LifeApps Brands PRER14C

SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Amendment No.

November 19, 2015 PRE 14C

LifeApps Brands PRE 14C

SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: ? Preliminary Information Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) ? Definitive Information Statement .

November 13, 2015 8-K

LifeApps Brands 8-K (Current Report/Significant Event)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 27, 2015 LIFEAPPS DIGITAL MEDIA INC. (Exact name of registrant as specified in its charter) Delaware 000-54867 80-0671280 (State or Other Jurisdiction of Incorporation) (Commi

November 13, 2015 EX-16.1

9605 West 49th Ave. Suite 200 Wheat Ridge, Colorado 80033 ~ Phone 303-968-3281 ~ Fax 303-456-7488 ~ www.cutlercpas.com

Exhibit 16.1 November 11, 2015 U.S. Securities and Exchange Commission 100 F. Street Washington, DC 20549 ? 7561 Ladies and Gentlemen Re: Lifeapps Digital Media Inc. Commission File No. 000-54867 We have read the statements that we understand Lifeapps Digital Media Inc. will include under Item 4.01 of the Form 8-K report dated November 11, 2015 and agree with such statements in so far as they appl

November 13, 2015 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2015 ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 000-54867 LIFEAPPS DIGITAL ME

November 2, 2015 8-K

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 26, 2015 LIFEAPPS DIGITAL MEDIA INC. (Exact name of registrant as specified in its charter) Delaware 000-54867 80-0671280 (State or Other Jurisdiction (Commission (I.R.S. Empl

September 16, 2015 EX-10.1

DEBT CONVERSION AGREEMENT

Exhibit 10.1 DEBT CONVERSION AGREEMENT THIS DEBT CONVERSION AGREEMENT (the ?Agreement?) is entered into as of September 15, 2015, by and between LifeApps Digital Media, Inc., a Delaware corporation (the ?Company?) and Lawrence P. Roan, a current officer and director of the Company (?Lender?). The Company and Lender may be referred to herein individually as a ?Party? and collectively as the ?Partie

September 16, 2015 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 15, 2015 LIFEAPPS DIGITAL MEDIA INC. (Exact name of registrant as specified in its charter) Delaware 000-54867 80-0671280 (State or Other Jurisdiction of Incorporation) (Com

August 19, 2015 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2015 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 000-54867 LIFEAPPS DIGITAL MEDIA I

August 14, 2015 NT 10-Q

LifeApps Brands NT 10Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SEC File Number 000-53485 CUSIP Number 780741 10 4 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ? Form 10-K ? Form 20-F ? Form 11-K ? Form 10-Q ? Form 10-D ? Form N-SAR ? Form N-CSR For period ended: June 30, 2015 ? Transition Report on Form 10-K ? Transition Report on Form 20-F ? Transition Report on Form 11-K ? Trans

May 20, 2015 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2015 ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 000-54867 LIFEAPPS DIGITAL MEDIA

May 15, 2015 NT 10-Q

LifeApps Brands NT 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SEC File Number 000-53485 CUSIP Number 780741 10 4 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ? Form 10-K ? Form 20-F ? Form 11-K ? Form 10-Q ? Form 10-D ? Form N-SAR ? Form N-CSR For period ended: March 31, 2015 ? Transition Report on Form 10-K ? Transition Report on Form 20-F ? Transition Report on Form 11-K ? Tran

April 15, 2015 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) x ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For Fiscal Year Ended: December 31, 2014 OR ¨ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 000-54867 LIFEAPPS DIGITAL MEDIA INC. (

April 3, 2015 8-K

LifeApps Brands 8-K (Current Report/Significant Event)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 25, 2015 LIFEAPPS DIGITAL MEDIA INC. (Exact name of registrant as specified in its charter) Delaware 000-54867 80-0671280 (State or Other Jurisdiction (Commission (I.R.S. Employ

April 3, 2015 EX-10.1

Debt Conversion Agreement by and between the Registrant and Robert Gayman dated March 25, 2015 (4)

Exhibit 10.1 DEBT CONVERSION AGREEMENT THIS DEBT CONVERSION AGREEMENT (the ?Agreement?) is entered into as of March 25, 2015, by and between LifeApps Digital Media, Inc., a Delaware corporation (the ?Company?) and Robert Gayman, a current officer and director of the Company (?Lender?). The Company and Lender may be referred to herein individually as a ?Party? and collectively as the ?Parties.? Rec

March 31, 2015 NT 10-K

LifeApps Brands NT 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SEC File Number 000-53485 CUSIP Number 780741 10 4 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): x Form 10-K ? Form 20-F ? Form 11-K ? Form 10-Q ? Form 10-D ? Form N-SAR ? Form N-CSR For period ended: December 31, 2014 ? Transition Report on Form 10-K ? Transition Report on Form 20-F ? Transition Report on Form 11-K ? T

November 18, 2014 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2014 ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 000-54867 LIFEAPPS DIGITAL ME

November 14, 2014 NT 10-Q

LFAP / LifeApps Brands Inc. NT 10-Q - - NT 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC File Number 000-53485 CUSIP Number 780741 10 4 (Check One): ¨ Form 10-K ¨ Form 20-F ¨ Form 11-K x Form 10-Q ¨ Form 10-D ¨ Form N-SAR ¨ Form N-CSR For period ended: September 30, 2014 ¨ Transition Report on Form 10-K ¨ Transition Report on Form 20-F ¨ Transition Report on Form 11-K ¨

September 19, 2014 8-K

Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 15, 2014 LIFEAPPS DIGITAL MEDIA INC. (Exact name of registrant as specified in its charter) Delaware 000-54867 80-0671280 (State or Other Jurisdiction of Incorporation) (Com

September 19, 2014 EX-16.1

September 17, 2014

EXHIBIT 16.1 September 17, 2014 Securities and Exchange Commission 450 – Fifth Street N.W. Washington, D.C. 20549 Ladies and Gentlemen: On September 15, 2014, we provided notice of our resignation as the independent registered public accounting firm for LifeApps Digital Media Inc. (the “Company”). We have read the Company’s disclosure set forth in Item 4.01, “Changes in Registrant’s Certifying Acc

August 19, 2014 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2014 ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 000-54867 LIFEAPPS DIGITAL MEDIA I

August 14, 2014 NT 10-Q

LFAP / LifeApps Brands Inc. NT 10-Q - - NT 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SEC File Number 000-53485 CUSIP Number 780741 10 4 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): o Form 10-K o Form 20-F o Form 11-K x Form 10-Q o Form 10-D o Form N-SAR o Form N-CSR For period ended: June 30, 2014 o Transition Report on Form 10-K o Transition Report on Form 20-F o Transition Report on Form 11-K o Trans

May 13, 2014 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2014 ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 000-54867 LIFEAPPS DIGITAL MEDIA

April 14, 2014 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) x ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For Fiscal Year Ended: December 31, 2013 OR o TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 000-54867 LIFEAPPS DIGITAL MEDIA INC. (

April 14, 2014 EX-21.1

Subsidiaries of Registrant

EXHIBIT 21.1 Subsidiaries of Registrant LifeApps Inc., a Nevada corporation Sports One Group Inc., a Nevada corporation

March 31, 2014 NT 10-K

- NT 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SEC File Number 000-53485 CUSIP Number 780741 10 4 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): x Form 10-K o Form 20-F Form 11-K o Form 10-Q o Form 10-D o Form N-SAR o Form N-CSR For period ended: December 31, 2013 o Transition Report on Form 10-K o Transition Report on Form 20-F o Transition Report on Form 11-K o Tra

November 19, 2013 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2013 ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 000-54867 LIFEAPPS DIGITAL ME

November 14, 2013 NT 10-Q

- NT 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SEC File Number 000-53485 CUSIP Number 780741 10 4 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): o Form 10-K o Form 20-F o Form 11-K x Form 10-Q o Form 10-D o Form N-SAR o Form N-CSR For period ended: September 30, 2013 o Transition Report on Form 10-K o Transition Report on Form 20-F o Transition Report on Form 11-K o

August 14, 2013 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

10-Q 1 lfap10q.htm FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2013 ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 000-5

May 7, 2013 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2013 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 000-54867 LIFEAPPS DIGITAL MEDIA

April 12, 2013 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) x ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For Fiscal Year Ended: December 31, 2012 OR o TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 333-174703 LIFEAPPS DIGITAL MEDIA INC.

April 4, 2013 EX-99.1

LifeApps® Digital Media Announces Acquisition of Sports One Group Sports One Group, a digital wholesale marketer and seller of promotional and team athletic apparel, joins the LifeApps Digital Media family of community based e-commerce and m-commerce

EXHIBIT 99.1 LifeApps® Digital Media Announces Acquisition of Sports One Group Sports One Group, a digital wholesale marketer and seller of promotional and team athletic apparel, joins the LifeApps Digital Media family of community based e-commerce and m-commerce tools for sports, health and fitness enthusiasts. SAN DIEGO-(BUSINESS WIRE)-LifeApps Digital Media Inc. (OTCQB: LFAP) (“LifeApps”), an e

April 4, 2013 EX-2.1

Asset Acquisition Agreement Among the Registrant, LifeApps Inc. and Edward D. Laffey dated March 29, 2013 (3)

EXHIBIT 2.1 ASSET ACQUISITION AGREEMENT AMONG LIFEAPPS DIGITAL MEDIA INC, A DELAWARE CORPORATION, LIFEAPPS INC, A NEVADA CORPORATION AND EDWARD DEREK LAFFEY DATED: MARCH 29, 2013 TABLE OF CONTENTS PAGE BACKGROUND 1 ARTICLE I - SALE AND PURCHASE OF ASSETS 1 Section 1.01 Purchased Assets 1 Section 1.02 Assumed Obligations 2 Section 1.03 Excluded Assets 2 Section 1.04 Consideration 2 Section 1.05 All

April 4, 2013 8-K

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets - FORM 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): March 29, 2013 LIFEAPPS DIGITAL MEDIA INC.

March 29, 2013 NT 10-K

- NT 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SEC File Number 000-54867 CUSIP Number 53190A106 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): x Form 10-K o Form 20-F o Form 11-K o Form 10-Q o Form 10-D o Form N-SAR o Form N-CSR For period ended: December 31, 2012 o Transition Report on Form 10-K o Transition Report on Form 20-F o Transition Report on Form 11-K o Tra

February 20, 2013 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): February 14, 2013 LIFEAPPS DIGITAL MEDIA INC.

February 20, 2013 EX-99.1

LifeApps Digital Media Inc. Announce Letter of Intent for Agreement with MediSwipe Inc. and 800 Commerce Inc. to Develop Apple and Android Applications Targeting Mobile Health Care Sector Companies announce plans for a strategic alliance to launch mH

EXHIBIT 99.1 LifeApps Digital Media Inc. Announce Letter of Intent for Agreement with MediSwipe Inc. and 800 Commerce Inc. to Develop Apple and Android Applications Targeting Mobile Health Care Sector Companies announce plans for a strategic alliance to launch mHealth applications for iPhone, iPad and Android platforms to match Patients with Caregivers and Physicians San Diego, February 14, 2013 -

February 15, 2013 SC 13G

LFAP / LifeApps Brands Inc. / Isen Lawrence - SC 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* LIFEAPPS DIGITAL MEDIA INC. (Name of Issuer) Common Stock, $0.001 par value (Title of Class of Securities) 53190A106 (CUSIP Number) December 31, 2012 (Date of Event Which Requires Filing of the Statement) Check the appropriate box to designate the rule pu

February 15, 2013 EX-99.1

Cusip No. 53190A106 13G Page 1 of 1 Page

Cusip No. 53190A106 13G Page 1 of 1 Page EXHIBIT 99.1 JOINT FILING AGREEMENT This will confirm the agreement by and among the undersigned that the Schedule 13G filed with the Securities and Exchange Commission on or about the date hereof with respect to the beneficial ownership by the undersigned of the securities described therein is being filed, and all amendments thereto will be filed, on behal

January 17, 2013 SC 13G

LFAP / LifeApps Brands Inc. / Gayman Robert - SC 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2 LifeApps Digital Media Inc. (Name of Issuer) Common Stock, $0.001 par value (Title of Class of Securities) 53190A106 (CUSIP Number) December 31, 2012 (Date of E

December 11, 2012 8-A12G

- FORM 8-A12G

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT 1934 LIFEAPPS DIGITAL MEDIA INC. (Exact name of registrant as specified in its charter) Delaware 80-0671280 (State of incorporation or organization) (I.R.S. Employer Identification No.) 5752 Oberlin Drive,

December 11, 2012 EX-4.1

Effective Date: [ ], 2012 Void After: [ ], 2017 LIFEAPPS DIGITAL MEDIA INC. WARRANT TO PURCHASE COMMON STOCK

EXHIBIT 4.1 Warrant Certificate No. NEITHER THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES ISSUABLE UPON THE EXERCISE OF THIS WARRANT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS, AND NEITHER SUCH SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, ASSIGNED OR OTHERWISE TRANSFERRED UNLESS (1) A REGIS

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