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, INC.                          
|----------------------------------------------------------
|(Exact
    name of registrant as specified in its charter)



|Delaware                                                                       |  | 80-0671280                                                  
|------------------------------------------------------------------------------ |  | ------------------------------------------------------------
|(State
        or other jurisdiction of
        incorporation or organization) |  | (I.R.S.
        Employer
        Identification
        No.)



|2435
    Dixie Highway                       |  |               
|-------------------------------------------- |  | --------------
|Wilton
    Manors, FL                        |  | 33305         
|(Address
    of principal executive offices) |  | (Zip
    Code)



Registrant’s
telephone number, including area code: (954) 947-6133



Securities
registered pursuant to Section 12(b) of the Act: None



Securities
registered pursuant to Section 12(g) of the Act: Common Stock, par value $0.001 per share



Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes [  ]
No [X]



Indicate
by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act. Yes [  ]
No [X]



Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act
of 1934 during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days. Yes [X] No [  ]



Indicate
by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive
Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the
preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes [  ]
No [X]



Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not
contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [  ]



Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller
reporting company. See the definitions of the “large accelerated filer,” “accelerated filer,” “non-accelerated
filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.



(Check
one):



|Large
    Accelerated Filer [  ] | Accelerated
    Filer [  ]       
|-------------------------------- | ---------------------------------
|                                 |                                  
|Non-Accelerated
    Filer [  ]   | Smaller
    reporting company [X]
|                                 |                                  
|                                 | Emerging
    growth company [  ] 



If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [  ]



Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [  ] No
[X]



As
of June 30, 2020 there were 214,614,749 shares of the registrant’s common stock,
$0.001 par value, issued and outstanding.


















EXPLANATORY
NOTE



LGBTQ
Loyalty Holdings, Inc. (the “Company”) is filing this Amendment No. 1 (this “Amendment”) to its Quarterly
Report on Form 10-Q, originally filed with the U.S. Securities and Exchange Commission (the “SEC”) on July 6, 2020
(the “Original Form 10-Q”), solely to disclose (i) that the Company had filed the Original Form 10-Q after the May
14, 2020 deadline otherwise applicable to such filing (the “Original Deadline”) in reliance on the 45-day extension
provided by an order issued by the SEC under Section 36 of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), dated March 4, 2020 (Release No. 34-88318), as modified and superseded by a new SEC order issued on March 25, 2020
(Release No. 34-88465) (collectively, the “Order”); and (ii) the reasons why the Company could not file the Original
Form 10-K on a timely basis before the Original Deadline, as described below.



On
May 14, 2020, the Company filed a Current Report on Form 8-K with the SEC (the “Form 8-K”) to indicate its intention
to rely on the Order for a filing extension in connection with the Company’s filing of the Original Form 10-Q. Consistent
with the Company’s statements made in the Form 8-K, the Company was unable to file the Original Form 10-Q prior to the Original
Deadline. In particular, the economic downturn and volatility in the financial markets has caused severe disruptions in the Company’s
operating and financing activities, including travel restrictions and limited support from staff and professional advisors. The
Company has been following the recommendations of local government and health authorities to minimize exposure risk for its employees
for the past several weeks, including having employees work remotely, and, as a result, the Original Form 10-Q was not able to
be completed by the filing deadline, due to insufficient time to facilitate the internal and external review process.



In
addition, as required by Rule 12b-15 under the Exchange Act, new certifications by the Company’s principal executive officer
and principal financial officer are filed herewith as exhibits to this Amendment pursuant to Rule 13a-14(a) or 15d-14(a) of the
Exchange Act. The Company is not including the certifications pursuant to Section 1350 of Chapter 63 of Title 18 of the United
States Code (18 U.S.C. 1350) as no financial statements are being filed with this Amendment.



Except
as described above, this Amendment does not modify or update disclosures in, or exhibits to, the Original Form 10-Q. Furthermore,
this Amendment does not change any previously reported financial results, nor does it reflect events occurring after the filing
of the Original Form 10-Q. Accordingly, this Amendment should be read in conjunction with the Original Form 10-Q and the Company’s
filings with the SEC subsequent to the filing of the Original Form 10-Q.













Item
15. Exhibits



|Exhibit
    Number |  | Description                                                                                                                                          
|------------------ |  | -----------------------------------------------------------------------------------------------------------------------------------------------------
|31.1               |  | Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (*)
|31.2               |  | Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (*)



|* | Filed
    herewith
|- | ------------------



2







SIGNATURES



In
accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.



|                       | LGBTQ
    Loyalty Holdings, Inc.
|---------------------- | --------------------------------
|                       |                                 
|Date:
    July 8, 2020 | BY:                             
|                       |                                 
|                       |                                 
|                       |                                 
|                       | BY:                             
|                       |                                 
|                       |                                 



In
accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the registrant in the
capacities and on the dates indicated.



|Signature               |  | Title                       |  | Date            
|----------------------- |  | --------------------------- |  | ----------------
|                        |  |                             |  |                 
|/s/
    Robert A. Blair |  | Chief
    Executive Officer |  | July
    8, 2020
|Robert
    A. Blair     |  |                             |  |                 



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