0001213900-19-002129.txt : 20190211 0001213900-19-002129.hdr.sgml : 20190211 20190211185941 ACCESSION NUMBER: 0001213900-19-002129 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20190125 FILED AS OF DATE: 20190211 DATE AS OF CHANGE: 20190211 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Rabinowitz Michael CENTRAL INDEX KEY: 0001767090 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-54867 FILM NUMBER: 19587102 MAIL ADDRESS: STREET 1: MAXIM GROUP, LLC STREET 2: 405 LEXINGTON AVENUE CITY: NEW YORK STATE: NY ZIP: 10174 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: MJR Holdings LLC CENTRAL INDEX KEY: 0001503206 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-54867 FILM NUMBER: 19587103 BUSINESS ADDRESS: STREET 1: C/O MAXIM GROUP LLC STREET 2: 99 SUNNYSIDE BLVD. CITY: WOODBURY STATE: NY ZIP: 11797 BUSINESS PHONE: 212-895-3863 MAIL ADDRESS: STREET 1: C/O MAXIM GROUP LLC STREET 2: 99 SUNNYSIDE BLVD. CITY: WOODBURY STATE: NY ZIP: 11797 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Maxim Partners LLC CENTRAL INDEX KEY: 0001503205 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-54867 FILM NUMBER: 19587104 BUSINESS ADDRESS: STREET 1: C/O MAXIM GROUP LLC STREET 2: 99 SUNNYSIDE BLVD. CITY: WOODBURY STATE: NY ZIP: 11797 BUSINESS PHONE: 212-895-3863 MAIL ADDRESS: STREET 1: C/O MAXIM GROUP LLC STREET 2: 99 SUNNYSIDE BLVD. CITY: WOODBURY STATE: NY ZIP: 11797 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: LIFEAPPS BRANDS INC. CENTRAL INDEX KEY: 0001510247 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROCESSING & DATA PREPARATION [7374] IRS NUMBER: 800671280 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 5752 OBERLIN DRIVE STREET 2: #106 CITY: SAN DIEGO STATE: CA ZIP: 92121 BUSINESS PHONE: 858-952-5715 MAIL ADDRESS: STREET 1: 5752 OBERLIN DRIVE STREET 2: #106 CITY: SAN DIEGO STATE: CA ZIP: 92121 FORMER COMPANY: FORMER CONFORMED NAME: LIFEAPPS DIGITAL MEDIA INC. DATE OF NAME CHANGE: 20120830 FORMER COMPANY: FORMER CONFORMED NAME: Prime Time Travel, Inc. DATE OF NAME CHANGE: 20110113 3 1 ownership.xml X0206 3 2019-01-25 0 0001510247 LIFEAPPS BRANDS INC. LFAP 0001503205 Maxim Partners LLC 405 LEXINGTON AVENUE NEW YORK NY 10174 0 0 1 0 0001503206 MJR Holdings LLC 405 LEXINGTON AVENUE NEW YORK NY 10174 0 0 1 0 0001767090 Rabinowitz Michael 405 LEXINGTON AVENUE NEW YORK NY 10174 0 0 1 0 Common Stock, par value $0.001 per share (the Common Stock) 120959996 D Series A Preferred Stock 0.00 Common Stock D 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. 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"). The Series A Preferred Stock automatically converts into additional shares of the Issuer's restricted common stock at such time that (i) the number of shares of the Issuer's authorized common stock is increased from 500,000,000 to 1,000,000,000 shares (the "Share Increase"); and (ii) warrants issued to Brian Neal, the Issuer's president, and Robert Gayman, the Issuer's executive management consultant, at the closing of the securities exchange transaction have been exercised for shares of the Issuer's restricted Common Stock. The Series A Preferred Stock does not have an expiration date. /s/ Michael Rabinowitz 2019-02-11 /s/ Michael Rabinowitz, Managing Member of MJR Holdings, LLC 2019-02-11 /s/ Clifford Teller, Chief Financial Officer of Maxim Partners LLC 2019-02-11