Ownership Submission
FORM 3
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
  Maxim Partners LLC
2. Date of Event Requiring Statement (Month/Day/Year)
01/25/2019
3. Issuer Name and Ticker or Trading Symbol
LIFEAPPS BRANDS INC. [LFAP]
(Last)
(First)
(Middle)
405 LEXINGTON AVENUE
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

NEW YORK, NY 10174
6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock, par value $0.001 per share (the Common Stock) 120,959,996
D (1)
 

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(Month/Day/Year)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Series A Preferred Stock   (2)(3)   (3) Common Stock (2) (3) $ 0 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Maxim Partners LLC
405 LEXINGTON AVENUE
NEW YORK, NY 10174
    X    
MJR Holdings LLC
405 LEXINGTON AVENUE
NEW YORK, NY 10174
    X    
Rabinowitz Michael
405 LEXINGTON AVENUE
NEW YORK, NY 10174
    X    

Signatures

/s/ Michael Rabinowitz 02/11/2019
**Signature of Reporting Person Date

/s/ Michael Rabinowitz, Managing Member of MJR Holdings, LLC 02/11/2019
**Signature of Reporting Person Date

/s/ Clifford Teller, Chief Financial Officer of Maxim Partners LLC 02/11/2019
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) All of the securities reported herein are owned directly by Maxim Partners LLC ("Maxim Partners"), and, 79% of the securities reported herein, or 95,558,397, are indirectly owned by MJR Holdings LLC ("MRJ") which owns 79% of the membership interests in Maxim Partners and Michael Rabinowitz may be deemed to beneficially own all of the shares of Common Stock owned of record by MJR.
(2) On January 25, 2019 the Issuer entered into and closed a securities exchange under a Securities Exchange Agreement (the "Securities Exchange Agreement") with the Maxim Partners LLC and LGBT Loyalty LLC, a New York limited liability company ("LGBT Loyalty"), pursuant to which the Issuer acquired all of the membership interests of LGBT Loyalty, making LGBT Loyalty a wholly owned subsidiary of the Issuer, in exchange for 120,959,996 shares (the "Shares") of the Issuer's restricted common stock and one share of Issuer's newly created Series A Convertible Preferred Stock (the "Series A Preferred Stock").
(3) The Series A Preferred Stock automatically converts into additional shares of the Issuer's restricted common stock at such time that (i) the number of shares of the Issuer's authorized common stock is increased from 500,000,000 to 1,000,000,000 shares (the "Share Increase"); and (ii) warrants issued to Brian Neal, the Issuer's president, and Robert Gayman, the Issuer's executive management consultant, at the closing of the securities exchange transaction have been exercised for shares of the Issuer's restricted Common Stock. The Series A Preferred Stock does not have an expiration date.

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