Helios and Matheson Analytics (HMNY) 10-Q14 Nov 172017 Q3 Quarterly reportFinancial data

Company Profile

Document and Entity Information

Document and Entity Information - shares	9 Months Ended
Document and Entity Information - shares	Sep. 30, 2017	Nov. 13, 2017
Document and Entity Information [Abstract]
Entity Registrant Name	Helios & Matheson Analytics Inc.
Entity Central Index Key	1,040,792
Trading Symbol	HMNY
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Document Type	10-Q
Document Period End Date	Sep. 30, 2017
Document Fiscal Year Focus	2,017
Document Fiscal Period Focus	Q3
Entity Filer Category	Smaller Reporting Company
Entity Common Stock, Shares Outstanding		11,125,442

Condensed Consolidated Balance

Condensed Consolidated Balance Sheets - USD ($)	Sep. 30, 2017	Dec. 31, 2016
Current assets:
Cash and cash equivalents	$ 1,663,879	$ 2,747,240
Accounts receivable - less allowance for doubtful accounts of $175,196 and $428,719 at September 30, 2017 and December 31, 2016, respectively	254,930	410,106
Unbilled receivables	48,595	45,207
Prepaid expenses and other current assets	707,868	597,171
Convertible Promissory Note of MoviePass Inc.	5,000,000
Total current assets	7,675,272	3,799,724
Property and equipment, net	134,705	45,212
Intangible assets, net	4,915,816	6,004,691
Goodwill	4,599,969	4,599,969
Deposits and other assets	139,012	59,189
Total assets	17,464,774	14,508,785
Current liabilities:
Accounts payable and accrued expenses	2,539,018	1,331,118
Convertible notes payable, net of debt discount of $3,645,756 and $2,200,575, respectively	381,244	31,425
Warrant liability	24,119,148
Derivative liability	14,503,732	1,207,792
Total current liabilities	41,543,142	2,570,335
Total liabilities	41,543,142	2,570,335
Commitments and Contingencies
Redeemable common stock, $.01 par value; 841,250 and 0 shares issued and outstanding that can be converted to Senior Secured Convertible Notes as of September 30, 2017 and December 31, 2016 respectively for a redemption amount of $2,523,700	2,097,867
Shareholders' equity:
Preferred stock, $.01 par value; 2,000,000 shares authorized; no shares issued and outstanding as of September 30, 2017 and December 31, 2016
Common stock, $.01 par value; 100,000,000 shares authorized; 8,544,554 and 4,874,839 issued and outstanding as of September 30, 2017 and December 31, 2016, respectively	85,445	48,748
Paid-in capital	72,445,147	55,258,111
Accumulated other comprehensive loss - foreign currency translation	(113,057)	(106,991)
Accumulated deficit	(98,593,770)	(43,261,418)
Total shareholders' (deficit) equity	(26,176,235)	11,938,450
Total liabilities, redeemable common stock and shareholders' equity (deficit)	$ 17,464,774	$ 14,508,785

Condensed Consolidated Balance3

Condensed Consolidated Balance Sheets (Parenthetical) - USD ($)	Sep. 30, 2017	Dec. 31, 2016
Short-term Debt [Line Items]
Allowance for doubtful accounts	$ 175,196	$ 428,719
Convertible notes payable, debt discount	$ 3,645,756	$ 2,200,575
Redeemable common stock, shares authorized	100,000,000	100,000,000
Redeemable common stock, par value	$ 0.01	$ 0.01
Preferred stock, par value	$ 0.01	$ 0.01
Preferred stock, shares authorized	2,000,000	2,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Common stock, par value	$ 0.01	$ 0.01
Common stock, shares authorized	100,000,000	100,000,000
Common stock, shares issued	8,544,554	4,874,839
Common stock, shares outstanding	8,544,554	4,874,839
Senior Secured Convertible Notes
Short-term Debt [Line Items]
Redeemable common stock, shares issued	841,250	0
Redeemable common stock, shares outstanding	841,250	0
Redemption amount	$ 2,523,700	$ 0

Condensed Consolidated Statemen

Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2017	Sep. 30, 2016	Sep. 30, 2017	Sep. 30, 2016
Revenues:
Revenue	$ 1,173,023	$ 1,720,515	$ 3,672,036	$ 5,608,145
Cost of revenue	946,308	1,130,091	2,969,357	3,922,469
Gross profit	226,715	590,424	702,679	1,685,676
Operating expenses:
Selling, general & administrative	2,243,440	741,530	8,023,886	2,073,888
Research and development	621,754		1,555,095
Depreciation & amortization	437,785	2,251	1,302,381	9,478
Total operating expenses	3,302,979	743,781	10,881,362	2,083,366
Loss from operations	(3,076,264)	(153,357)	(10,178,683)	(397,690)
Other income/(expense):
Change in fair market value - warrant liabilities	(17,038,711)		(17,038,711)
Change in fair market value - derivative liabilities	(11,115,463)	401,703	(10,434,611)	401,703
Loss on the extinguishment of the December Note	(683,885)		(683,885)
Interest expense	(11,563,078)	(1,179,613)	(16,856,284)	(1,179,613)
Interest income	14,436	10,597	51,695	14,522
Total other expense	(40,386,701)	(767,313)	(44,961,796)	(763,388)
Loss before income taxes	(43,462,965)	(920,670)	(55,140,479)	(1,161,078)
(Benefit)/Provision for income taxes	(2,747)	3,000	39,110	37,247
Net loss	(43,460,218)	(923,670)	(55,179,589)	(1,198,325)
Other comprehensive income/(loss)-foreign currency adjustment	(7,355)	35,686	(6,066)	16,146
Comprehensive loss	$ (43,467,573)	$ (887,984)	$ (55,185,655)	$ (1,182,179)
Net loss per share
Basic and Diluted	$ (5.79)	$ (0.40)	$ (8.35)	$ (0.51)
Weighted average shares	7,500,558	2,309,175	6,607,149	2,349,657

Condensed Consolidated Stateme5

Condensed Consolidated Statement of Shareholders' Equity (Deficit) (Unaudited) - 9 months ended Sep. 30, 2017 - USD ($)	Total	Mezzanine Equity	Preferred Stock	Additional Paid-In Capital	Common Stock	Accumulated other comprehensive income	Accumulated Deficit
Balance at Dec. 31, 2016	$ 11,938,450			$ 55,258,111	$ 48,748	$ (106,991)	$ (43,261,418)
Balance, shares at Dec. 31, 2016					4,874,839
Convertible common stock from converted February Note	2,097,867	2,097,867
Conversion of convertible notes and interest to shares of common stock	10,297,935			10,267,722	$ 30,214
Conversion of convertible notes and interest to shares of common stock, shares					3,862,632
Shares issued in exchange for services	2,251,115			2,244,632	$ 6,483
Shares issued in exchange for services, shares					648,333
Derivative liability which ceases to exist	4,674,682			4,674,682
Accretion of discount on redeemable common stock	(152,763)						(152,763)
Net loss	(55,179,589)						(55,179,589)
Foreign Exchange Translation	(6,066)					(6,066)
Balance at Sep. 30, 2017	$ (26,176,235)	$ 2,097,867		$ 72,445,147	$ 85,445	$ (113,057)	$ (98,593,770)
Balance, shares at Sep. 30, 2017					9,385,804

Condensed Consolidated Stateme6

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($)	9 Months Ended
	Sep. 30, 2017	Sep. 30, 2016
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$ (55,179,589)	$ (1,198,325)
Adjustments to reconcile net loss to net cash provided by/(used in) operating activities:
Depreciation and amortization	1,302,381	9,478
Accretion of debt discount	12,870,442	41,037
Change in fair market value - warrant liabilities	17,038,711
Change in fair market value - derivative liabilities	10,434,611	(401,703)
Loss on Extinguishment of December Convertible Note	683,885
Provision for doubtful accounts	8,005	(13,627)
Non-cash interest expense	3,985,842	893,652
Shares issued in exchange for services	2,251,115
Change in operating assets and liabilities:
Accounts receivable	147,171	373,326
Unbilled receivables	(3,388)	228,614
Prepaid expenses and other current assets	(110,697)	(90,255)
Accounts payable and accrued expenses	(992,962)	163,506
Deposits and other assets	(79,823)	33,875
Net cash (used in)/provided by operating activities	(7,644,296)	39,578
CASH FLOWS FROM INVESTING ACTIVITIES:
Sale of property and equipment	1,929	867
Loan to Zone		(750,000)
Purchases of equipment	(109,785)
Trendit Ltd patent acquisition	(195,143)
Prepaid acquisition cost to MoviePass	(5,000,000)
Net cash used in investing activities	(5,302,999)	(749,133)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from note payable	11,950,000	1,000,000
Extinguishment of September Placement Note	(80,000)
Net cash provided by financing activities	11,870,000	1,000,000
Net change in cash	(1,077,295)	290,445
Effect of foreign currency exchange rate changes on cash and cash equivalents	(6,066)	16,146
Cash, beginning of period	2,747,240	898,477
Cash, end of period	1,663,879	1,205,068
Supplemental disclosure of cash and non-cash transactions:
Cash paid for income taxes	5,975	4,379
Cash paid during the period for interest	253,407
Change in carrying value of convertible common stock equity	152,763
Conversion of convertible notes and interest to shares of common stock	10,297,936
Increase in debt for new original issue discount	7,827,984	1,381,075
Derivative ceases to exist - reclassified to paid in capital	4,674,682
Embedded derivative - conversion feature and warrants		$ 1,893,651

General

General	9 Months Ended
General	Sep. 30, 2017
General [Abstract]
General	1. General The accompanying unaudited interim condensed consolidated financial statements (“interim statements”) of Helios and Matheson Analytics Inc. (the “Company”) have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X of the Securities and Exchange Commission (the “SEC”). Accordingly, they do not include all the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments and disclosures necessary for a fair presentation of these interim statements have been included. The results reported in these interim statements are not necessarily indicative of the results that may be reported for the entire year. The consolidated balance sheet as of December 31, 2016 was derived from the audited consolidated financial statements as of and for the year ended December 31, 2016. These interim statements should be read in conjunction with the Company’s consolidated financial statements for the year ended December 31, 2016.

Change in Controlled Company St

Change in Controlled Company Status	9 Months Ended
Change in Controlled Company Status	Sep. 30, 2017
Change In Controlled Company Status [Abstract]
Change in Controlled Company Status	2. Change in Controlled Company Status Prior to the merger between the Company’s wholly-owned subsidiary, Zone Acquisition, Inc. (“Zone Acquisition”), and Zone Technologies, Inc. (“Zone”), as described below, the Company was a controlled company as defined by Rule 5615(c)(1) of the NASDAQ Listing Rules because Helios and Matheson Information Technology Ltd., the former parent (referred to in this report as “HMIT”), was the beneficial owner of approximately 75% of the Company’s outstanding common stock. Upon consummation of the merger on November 9, 2016, the Company ceased to be a controlled company under NASDAQ Listing Rule 5615(c)(1).

Merger with Zone Technologies,

Merger with Zone Technologies, Inc.	9 Months Ended
Merger with Zone Technologies, Inc.	Sep. 30, 2017
Merger With Zone Technologies [Abstract]
Merger with Zone Technologies, Inc.	3. Merger with Zone Technologies, Inc. On November 9, 2016 (the “Closing Date”), the Company completed the merger contemplated by the Agreement and Plan of Merger, dated as of July 7, 2016, among the Company, Zone and Zone Acquisition, as amended by the Waiver and First Amendment to Agreement and Plan of Merger dated as of August 25, 2016 and the Acknowledgment of Satisfaction of Condition and Second Amendment to Agreement and Plan of Merger, dated as of September 21, 2016 (collectively, the “Merger Agreement”). On the Closing Date, the Company issued 1,740,000 shares of its common stock as merger consideration pursuant to the Merger Agreement, which represented an exchange ratio of 0.174 shares of the Company’s common stock for each share of Zone common stock outstanding, and Zone Acquisition, the wholly-owned subsidiary, was merged into Zone, with Zone surviving the merger as the Company’s wholly-owned subsidiary. Zone is the developer of the proprietary RedZone Map™, a GPS-driven, real-time crime and navigation map application whose goal is to enhance personal safety worldwide by providing users with real-time crime data and a platform for alerting other users to criminal and other safety related occurrences in a navigation map format. Zone’s mapping lets users be pro-active when traveling, allowing them to enter a number of different cautionary items such as traffic problems, police sightings, road hazards, accidents and road closures. It also allows users to report a crime and to video upload live incidents. Zone’s business model has four components. The first component is providing user access to public safety information. Zone’s goal is to enhance the personal safety of its users by providing crime data to anyone using a mobile or stationary mapping application for navigation. Zone also provides tools for examining such things as neighborhoods for possible relocation, schools to attend, travel planning and lodging selection. The second component, when implemented, will provide enterprise business solutions, such as choosing a route for trucking and delivery services based on crime mapping analytics. The third component, when implemented, will be geared towards providing law enforcement agencies with tools to better understand crime patterns and to engage with their jurisdictions more meaningfully. The fourth component, when implemented, will be to work with governmental agencies using advanced mapping and geo-fencing for counter-terrorism efforts. While RedZone Map is a fully functioning app available for free in the Apple App Store and the Google Play Store, the Company has not yet derived any advertising revenues from the app. The following tables summarize the fair values of the net assets/liabilities assumed and the allocation of the aggregate fair value of the purchase consideration, non–controlling interest and net liabilities to assumed identifiable and unidentifiable intangible assets: Purchase consideration: Common stock (1,740,000 shares at the transaction date fair value of $5.41 per share) $ 9,413,000 Liabilities assumed 1,574,512 Assets acquired (136,343 ) Aggregate fair value of enterprise 10,851,169 Purchase price allocation: Net liabilities assumed (1,488,476 ) Cash acquired 136,343 (1,352,133 ) Aggregate fair value of purchase consideration, non–controlling interest and net liabilities assumed allocated to intangible assets as follows: Technology 4,270,000 Broker Relationships 4,200 Trademarks 1,977,000 Goodwill 4,599,969 Total purchase price allocation $ 10,851,169

Securities Purchase Agreement

Securities Purchase Agreement	9 Months Ended
Securities Purchase Agreement	Sep. 30, 2017
Securities Purchase Agreement	13. Securities Purchase Agreement Senior Secured Convertible Notes and Warrants On September 7, 2016, the Company issued Senior Secured Convertible Notes (“September 2016 Notes”) in the aggregate principal amount of $4,301,075 for consideration consisting of (i) a cash payment by an institutional investor (the “Investor”) in the amount of $1,000,000 together with a secured promissory note payable by the Investor to the Company (the “Investor Note”) in the principal amount of $3,000,000 to finance a portion of the purchase price, fees and expenses for the direct or indirect acquisition of Zone. The September 2016 Notes had a maturity date of December 7, 2017. As of September 30, 2017, the Investor had made the following prepayments of the Investor Note: $1,000,000 on October 25, 2016; $1,100,000 on November 16, 2016; and $900,000 on December 2, 2016. As of January 23, 2017, the Investor had accepted a total of 887,707 shares of the Company’s common stock in full payment of the September 2016 Notes. On any principal balance owed by the Company to the Investor, a 6% interest obligation was due quarterly and calculated on a 360 day basis. For the three and nine months ended September 30, 2017, the Company had interest expense of $0 and $1,217 related to the September 2016 Notes as the final principal balance was converted in January of 2017. On December 2, 2016, the Company issued two Senior Secured Convertible Notes (the “December 2016 Notes”) to the Investor in the aggregate principal amount of $6,720,000 for consideration consisting of (i) a cash payment by the Investor in the amount of $1,100,000 and (ii) a secured promissory note payable by the Investor to the Company (the “December 2016 Investor Note”) in the principal amount of $4,900,000 to aid in the funding of Zone. prior to the entity’s ability to generate revenues. The December 2016 Notes have a maturity date of August 2, 2017 which was subsequently amended to October 8, 2017. At any time, the Investor may and, so long as certain equity conditions are met, the Company may require the Investor to convert the December 2016 Notes into shares of the Company’s common stock (a “Mandatory Conversion”). On September 19, 2017 (the “Exchange Date”) the Company and the Investor entered into an Amendment and Exchange Agreement pursuant to which the Company exercised its Mandatory Conversion right as to $890,000 of the December 2016 Notes in exchange for 445,367 shares of the Company’s common stock and the Investor prepaid $670,000 of the December 2016 Investor Note, which represented the entire unpaid principal amount of the December 2016 Investor Note. On the Exchange Date, the Company issued to the Investor a Senior Promissory Note in the principal amount of $697,000 (the “September 2017 Note”) in exchange for the remaining outstanding principal amount of the December 2016 Notes. The September 2017 Note may be converted into shares of the Company’s common stock at a price of $3.00 per share. As of September 30, 2017, the Investor had not converted any portion of the September 2017 Note into shares of the Company’s common stock. The September 2017 Note is non-interest bearing. Interest for the December 2016 Notes accrued at the rate of 6%, was due quarterly and was calculated on a 360-day basis. For the three and nine months ended September 30, 2017, the Company had $12,719 and $150,265, respectively, of interest expense pertaining to the unpaid principal amount of the December 2016 Notes. On February 8, 2017, the Company issued two Senior Secured Convertible Notes (the “February 2017 Notes”) to the Investor in the aggregate principal amount of $5,681,818 for consideration consisting of a secured promissory note payable by the Investor to the Company (the “February 2017 Investor Note”) in the principal amount of $5,000,000 to aid in the funding of Zone. prior to the entity’s ability to generate revenues. The February 2017 Notes have a maturity date of October 8, 2017. As of September 30, 2017, the Investor had made the following prepayments of the February 2017 Investor Note: $2,100,000 on August 15, 2017 and $2,900,000 on August 16, 2017. As of August 28, 2017, the Investor had accepted a total of 1,852,886 shares of the Company’s common stock in full payment of the February 2017 Notes. On any principal balance owed by the Company to the Investor, a 6% interest obligation was due quarterly and calculated on a 360 day basis. For the three and nine months ended September 30, 2017, the Company had interest expense of $42,750 and $173,963 related to the February 2017 Notes as the final principal balance was converted in August of 2017. In a letter agreement executed on August 27, 2017 (the “Letter Agreement”), in consideration for the prepayment in the amount of $2,500,000 of the February 2017 Investor Note, which the Investor subsequently made on August 28, 2017, the Investor and the Company agreed that the Investor would have the right, but not the obligation, until December 31, 2017, to effect an exchange (the “Share Exchange”) of 841,250 shares of the Company’s common stock for one or more senior secured convertible promissory notes in the form of the February Additional Note (the “New Note”), with the right to substitute the alternate conversion price of the New Note with the alternate conversion price of the Company’s Series B Senior Secured Convertible Note (the “Series B Note”) that was issued on August 16, 2017. Any New Note issued would be in the principal amount equal to the product of the prepayment amount ($2,500,000) multiplied by a fraction, the numerator of which is the number of the aggregate shares being tendered to the Company in the Share Exchange and the denominator of which is 841,250. The maturity date of any New Note will be 45 days following the issuance of the New Note, and the conversion price of the New Notes will be $4.50 or, at the election of the Investor, the Investor may convert at the Alternate Conversion Price. The Alternate Conversion Price is defined as either (A) the lower of (i) $4.50 and (ii) the greater of (I) $4.00 and (II) 85% of the quotient of (x) the sum of the volume weighted average price of the common stock for each of the 5 consecutive trading days ending on the trading day immediately preceding the delivery of the Conversion Notice, divided by (y) 5 or (B) that price which shall be the lowest of (i) $3.00 and (ii) the greater of (I) the Floor Price then in effect and (II) 85% of the quotient of (x) the sum of the volume weighted average price of the Company’s common stock for each of the 5 consecutive trading days ending and including the date of the alternate conversion, divided by (y) 5. The Floor Price is defined as $3.00 through October 4, 2017 and $0.50 following October 4, 2017. On August 16, 2017, the Company issued three Senior Secured Convertible Notes (the “August 2017 Notes”) in the aggregate principal amount of $10,300,000 and a 5-year warrant for the purchase of 1,892,972 shares of the Company’s common stock at an exercise price of $3.25 per share (the “Investor Warrant”) to the Investor for consideration consisting of a secured promissory note payable by the Investor to the Company (the “August 2017 Investor Note”) in the principal amount of $8,800,000 and $220,000 in cash to aid in the funding of the acquisition of the MoviePass Shares. The August 2017 Notes have a maturity date of April 16, 2018 and the Investor Warrant will expire on April 16, 2022. At any time the Investor may and, so long as certain equity conditions are met, the Company may require the Investor to, convert the August 2017 Notes into shares of the Company’s common stock (a “Mandatory Conversion”). At September 30, 2017, the contracted conversion prices for the August 2017 Notes, which include an Initial Series A Note, an Additional Series A Note and the Series B Note, were $4.00 for the Initial Series A Note and the Additional Series A Note and $3.00 for the Series B Note. In the event of a Mandatory Conversion, the conversion will be made at the Mandatory Conversion Price which is defined as that price which is the lower of (i) the applicable Conversion Price as in effect on the applicable Mandatory Conversion date, and (ii) 80% of the sum of (A) the volume weighted average price of the common stock for each of the 3 trading days with the lowest volume weighted average price during the 20-consecutive trading day period ending on and including the trading day immediately prior to the applicable Mandatory Conversion date divided by (B) 3. As of September 30, 2017, the Investor had paid $1,830,000 of the August 2017 Investor Note with the balance of the principal amount payable in full to the Company on April 16, 2018. As of September 30, 2017, the unpaid principal amount of the August 2017 Notes owed to the Investor was $6,970,000 which was offset by the same principal amount owed to the Company pursuant to the August 2017 Investor Note. As of September 30, 2017 the Investor had not converted any of the August 2017 Notes into shares of the Company’s common stock nor had the Investor Warrant been exercised. On any principal balance owed by the Company to the Investor, a 6% interest obligation is due quarterly and calculated on a 360-day basis. For the three and nine months ended September 30, 2017, the Company had $67,875 and $67,875, respectively, of interest expense pertaining to the unpaid principal amount of the August 2017 Notes. The Investor Warrant contains anti-dilution provisions. These anti-dilution provisions were triggered when the Company issued the September 2017 Note in the principal amount of $697,000 to the Investor. Because the September 2017 Note has a conversion price of $3.00 per share, which is lower than the Investor Warrant per share exercise price of $3.25, the number of shares of the Company’s common stock issuable to the Investor pursuant to the Investor Warrant was increased from 1,892,972 to 2,050,720 and the per share exercise price of the Investor Warrant was decreased from $3.25 to $3.00. The Placement Agent Notes and Warrants The Company entered into an agreement with a placement agent (the “Placement Agent”) for assistance with the placement of the September 2016 Notes. The Placement Agent accepted from the Company a Senior Secured Convertible Note (the “September Placement Note”) in the aggregate amount of $80,000 in partial payment of the Placement Agent’s fee. Unless earlier converted or redeemed, the September Placement Note matures 15 months from the date of issuance. The Placement Agent Note bears interest at a rate of 6% due quarterly and calculated on a 360-day basis. For the three and nine months ended September 30, 2017, the Company had interest expense pertaining to the September Placement Note in the amount of $0 and $1,200 respectively. The Placement Agent also received a 5-year warrant (the “Placement Agent Warrant”) for the purchase of the Company’s common stock as partial payment for the Placement Agent’s services. The Placement Agent Warrant is issued in tranches in conjunction with cash payments received by the Company on the corresponding Investor Note. During 2016, warrants were earned allowing for the purchase of 48,714 shares of the Company’s common stock at exercise prices ranging from $4.54 per share to $9.36 per share. As of September 30, 2017 the Placement Agent had not purchased any shares from the exercise of the Placement Agent Warrant. The Company entered into an agreement with the Placement Agent for assistance with the placement of the December Notes. The Placement Agent accepted from the Company a 5-year warrant (the “December Placement Agent Warrant”) as partial payment for the Placement Agent’s services. The December Placement Agent Warrant is issued in tranches in conjunction with cash payments received by the Company on the corresponding December 2016 Investor Note. As of December 31, 2016, the Placement Agent had the right to purchase, pursuant to the terms of the December Placement Agent Warrant, 22,000 shares of the Company’s common stock at an exercise price of $4.45 per share. Through the first nine months of 2017 the Company has received $4,900,000 of cash payments for the December Notes, resulting in the issuance of an additional 104,001 warrants at exercise prices of $3.00 per share, $3.47 per share, $4.00 per share and $6.13 per share. As of September 30, 2017 the Placement Agent had not purchased any shares from the exercise of the December Placement Agent Warrant. The Company entered into an agreement with the Placement Agent for assistance with the placement of the February 2017 Notes. The Placement Agent accepted from the Company a 5-year warrant (the “February Placement Agent Warrant”) as partial payment for the Placement Agent’s services. The February Placement Agent Warrant allows the purchase of up to 8% of the number of shares of the Company’s common stock into which the unrestricted principal of the February 2017 Notes may be converted. Through the first nine months of 2017 the Company received $5,000,000 of cash payments for the February 2017 Notes, resulting in the issuance of an additional 133,334 warrants at an exercise price of $3.00 per share. As of September 30, 2017 the Placement Agent had not purchased any shares from the exercise of the February Placement Agent Warrant. The Company entered into an agreement with the Placement Agent for assistance with the placement of the August 2017 Notes and Investor Warrant. The Placement Agent accepted from the Company a 5-year warrant (the “August Placement Agent Warrant”) as partial payment for the Placement Agent’s services. The August Placement Agent Warrant allows the purchase of up to 8% of the number of shares of the Company’s common stock into which the unrestricted principal of the Additional Series A Note and the Series B Note in the combined principal amount of $9,050,000 becomes convertible at an exercise price equal to the greater of the exercise price of the August 2017 Notes and the consolidated closing bid price of the Company’s common stock on the date that the Placement Agent becomes entitled to the warrant. During the period ended September 30, 2017, the Company received $2,050,000 of cash payments for the August 2017 Notes resulting in the issuance of 42,467 warrants at exercise prices of $3.00 and $6.13 per share. As of September 30, 2017 the Placement Agent had not purchased any shares from the exercise of the August Placement Agent Warrants. Note Activity: Senior Secured Convertible Notes consist of the following: September 30, December 31, September 2016 notes $ - $ 20,480 September Placement Agent Note - 902 December 2016 notes - 10,043 February 2017 notes - - August 2017 notes 335,215 - February 2017 notes 46,029 - Balance at period end $ 381,244 $ 31,425 Under ASC 210-20-45-1, management offset the Notes by the Investor Notes yet to be funded. The carrying value of the Senior Secured Convertible Notes is comprised of the following: September 30, December 31, September 2016 notes $ - $ 332,000 September Placement Agent Note - 80,000 December 2016 notes - 1,820,000 February 2017 notes - - August 2017 Notes 3,330,000 September 2017 Notes 697,000 Unamortized discounts (3,645,756 ) (2,200,575 ) Carrying value $ 381,244 $ 31,425 During the three and nine months ended September 30, 2017, the Investor converted a total of $6,066,818 and $12,723,818 in principal and $55,569 and $106,178 in interest into 2,185,663 and 3,862,623 shares of the Company’s common stock. On October 6, 2017 the Company received a prepayment of the August 2017 Investor Note in the amount of $6,970,000.
MoviePass [Member]
Securities Purchase Agreement	4. Securities Purchase Agreement On August 15, 2017 the Company and MoviePass Inc., a privately held Delaware corporation (“MoviePass”), entered into a securities purchase agreement (the “MoviePass SPA”), pursuant to which the Company agreed to purchase shares of common stock of MoviePass equal to fifty one percent of the then outstanding shares of MoviePass’ common stock (the “MoviePass Shares”) for an aggregate purchase price of up to $27,000,000 which is subject to the satisfaction or waiver of certain conditions set forth in the MoviePass SPA. MoviePass is a subscription-based service that allows moviegoers to see a number of movies in movie theaters for a monthly fee. At the closing of the MoviePass transaction, in exchange for the MoviePass Shares, the Company will issue to MoviePass (i) 3,333,334 unregistered shares of HMNY’s common stock for a total agreed upon value of approximately $10,000,000; and (ii) a promissory note in the principal amount of $10,000,000. Of the Company’s common shares being offered, 666,667 shares shall be subject to forfeiture by MoviePass if MoviePass fails to achieve either of the following two milestones within the specified time frame: (A) within one year after the closing, subscribers to MoviePass’ MoviePass product shall have exceeded on at least one day 100,000 subscribers, and (B) MoviePass’ common stock shall have been listed on The Nasdaq Stock Market (“Nasdaq”) or New York Stock Exchange by January 31, 2018. As of September 30, 2017, the MoviePass transaction had not been completed. On October 6, 2017, the Company and MoviePass amended the MoviePass SPA in connection with an additional loan made by the Company to MoviePass in the amount of $6,500,000. Of the loan amount, $1,500,000 will be allocated, upon the completion of the transaction, to the purchase of additional shares of MoviePass common stock, thereby increasing the purchase price from $27,000,000 to $28,500,000. On October 11, 2017, the Company and MoviePass entered into an investment option agreement (the “Option Agreement”), pursuant to which the Company was granted an option to purchase additional shares of MoviePass common stock in an amount up to $20 million based on a pre-money valuation of MoviePass of $210,000,000 (the “MoviePass Option”) amounting to an additional investment of up to 8.7% of the currently outstanding shares of MoviePass common stock (as defined in the MoviePass Option Agreement), giving effect to the closing of the transaction. The MoviePass Option may be exercised by the Company until 5:00 p.m. Eastern Time on the thirtieth day after the Company receives MoviePass’ audited financial statements for the years ended December 31, 2016 and 2015 and the reviewed unaudited interim financial statements for the periods ended September 30, 2017 and 2016.

Licensing Agreement with is it

Licensing Agreement with is it You Ltd.	9 Months Ended
Licensing Agreement with is it You Ltd.	Sep. 30, 2017
Licensing Agreement [Abstract]
Licensing Agreement with Is It You Ltd.	5. Licensing Agreement with Is It You Ltd. On May 18, 2017, the Company entered into an Amended and Restated License Agreement (the “Agreement”) with Is It You Ltd., an Israeli company (“Licensor”), which is engaged in developing and marketing software that enables face recognition authentication and verification of users on mobile smartphones. Pursuant to the Agreement, the Company was granted a non-transferable, non-sublicensable, non-exclusive right and license (a) to integrate the licensed software with the Company’s RedZone Map family of products, applications, and services (the “RedZone Apps”) to create integrated service offerings that integrate and/or incorporate the licensed software with the RedZone Apps (the “Integrated Offerings”); (b) to commercialize, distribute, and sell the Integrated Offerings to customers worldwide; (c) to use the licensed software internally to create a non-commercial lab/testing environment; and (d) to use the licensed software to provide maintenance and support services to customers of the Integrated Offerings. In consideration of the license, the Company is required to pay the Licensor a one-time license fee of $80,000 for up to 1.6 million end-user licenses. In addition, in the event that the Company exceeds 1.6 million users of the Integrated Offerings, it will be required to pay the Licensor an additional one-time license fee of $20,000 for up to an aggregate of 20 million end-user licenses; in the event that the Company exceeds 20 million users of the Integrated Offerings, it will be required to pay the Licensor an additional one-time license fee of $1,000,000 for up to an aggregate of 100 million end-user licenses; and in the event the Company exceeds 100 million users of the Integrated Offerings, it will negotiate with the Licensor the additional compensation to be paid to the Licensor. Of the total $80,000 due in initial one-time license fees, $40,000 has been paid and was recorded to Research and Development Expense for the period ended September 30, 2017. Pursuant to the Agreement, the Licensor agreed to not license, sell or transfer the licensed software to any third party that wishes to integrate the licensed software with applications that compete with the Company’s Integrated Offerings relating to crime and terrorism mapping applications. The Agreement has an initial term of 5 years and shall be automatically renewed for additional one-year terms unless either party gives the other party 60 days advanced notice of termination prior to the expiration of the then-current term. Except for termination of the Agreement by the Licensor for breach by the Company, notwithstanding any termination or expiration of the Agreement, (i) the license shall remain in effect; and (ii) the Company shall have the right to order and the Licensor shall have the obligation to provide annual support services at the price set forth in the Agreement for up to 5 years from the effective date of termination. The Agreement may be terminated at any time by either party (i) if the other party materially breaches the Agreement and continues in such breach for 30 days after receiving notice from the non-breaching party; or (ii) for a period of 90 consecutive days, the other party is declared to be insolvent or is the subject of bankruptcy or liquidation proceedings, or has a receiver, judicial administrator or similar officer appointed over all or any material part of its assets, or any security holder or encumbrance lawfully takes possession of any property of or in possession of the other party, or if the other party ceases to carry on its business.

Acquisition of Assets from Tren

Acquisition of Assets from Trendit Ltd.	9 Months Ended
Acquisition of Assets from Trendit Ltd.	Sep. 30, 2017
Acquisition of Assets from Trendit Ltd. [Abstract]
Acquisition of Assets from Trendit Ltd.	6. Acquisition of Assets from Trendit Ltd. On May 25, 2017, Zone completed the acquisition of all of the assets of Trendit Ltd. (“Trendit”), an Israel-based technology company, including certain patented technology, for cash compensation of $195,143. Zone plans to integrate the patented technology with the Redzone Map app, in order to enable the app to track and analyze real-time crowd behavior, migration and trends. The patented technology predicts population behavior, along with population size, origin and destination, with an accuracy rate of 85%-90%, and tracks demographic segmentation of a population using a population sample of 15%, together with anonymous cellular signals and demographic big data. The technology acquired collects data from regular cellphone activity, which it tracks and compares with extensive social/economic databases. Zone plans to use this patented, highly-sophisticated analytical technology to alert RedZone Map app users of potential threats to their personal safety and to inform law enforcement and government officials of the location and migration patterns of known criminal or terrorist individuals and groups.

Going Concern Analysis

Going Concern Analysis	9 Months Ended
Going Concern Analysis	Sep. 30, 2017
Going Concern Analysis [Abstract]
Going Concern Analysis	7. Going Concern Analysis The Company is subject to a number of risks similar to those of other big data technology and technology consulting companies, including its dependence on key individuals, uncertainty of product development and generation of revenues, dependence on outside sources of capital, risks associated with research, development, testing, and successful protection of intellectual property, and the Company’s susceptibility to infringement on the proprietary rights of others. The attainment of profitable operations is dependent on future events, including obtaining adequate financing to fulfill the Company’s development activities and generating a level of revenues adequate to support the Company’s cost structure. The Company has experienced net losses and significant cash outflows from cash used in operating activities over the past years, and as of September 30, 2017, had an accumulated deficit of $98,593,770, a net loss for the three and nine months ended September 30, 2017 of $43,460,218 and $55,179,589, respectively, and net cash used in operating activities for the nine months ended September 30, 2017 of $7,644,296, and net cash provided by operating activities for the nine months ended September 30, 2016 of $39,578. The Company expects to continue to incur net losses and have significant cash outflows for at least the next twelve months. As of September 30, 2017, the Company had cash and a working capital deficit of $1,663,879 and $33,867,870 respectively, and during the nine months ended September 30, 2017, the Company used cash from operations of $7,644,296. Of the working capital deficit, $38,622,880 pertained to warrant and derivative liabilities classified on the balance sheet within short term liabilities. Management has evaluated the significance of the conditions described above in relation to the Company’s ability to meet its obligations and concluded that, without additional funding, the Company will not have sufficient funds to meet its obligations within one year from the date the condensed consolidated financial statements were issued. While management plans to raise additional capital from sources such as sales of its debt or equity securities or loans in order to meet operating cash requirements, there is no assurance that management’s plans will be successful. Having said this, the Company secured financing of $100,000,000 on November 7, 2017 which the Company can use for the MoviePass transaction and for general corporate purposes. The accompanying condensed consolidated financial statements have been prepared assuming that the Company will continue as a going concern. This basis of accounting contemplates the recovery of the Company’s assets and the satisfaction of liabilities in the normal course of business. A successful transition to attaining profitable operations is dependent upon achieving a level of positive cash flows adequate to support the Company’s cost structure.

Summary of Significant Accounti

Summary of Significant Accounting Policies	9 Months Ended
Summary of Significant Accounting Policies	Sep. 30, 2017
Summary of Significant Accounting Policies [Abstract]
Summary of Significant Accounting Policies	8. Summary of Significant Accounting Policies Basis of Presentation The Company’s consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). Use of Estimates and Assumptions and Critical Accounting Estimates and Assumptions The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates. Principles of Consolidation All intercompany transactions and balances have been eliminated. Goodwill Goodwill represents the excess of the purchase price over the fair value of the assets acquired and liabilities assumed. The Company is required to perform impairment reviews at each of its reporting units annually and more frequently in certain circumstances. The Company performs the annual assessment on December 31. In accordance with ASC 350–20 “ Goodwill There were no impairment charges recognized during the three and nine months ended September 30, 2017 and 2016. Revenue Recognition Consulting revenues are recognized as services are provided. The Company primarily provides consulting services under time and material contracts, whereby revenue is recognized as hours and costs are incurred. Clients for consulting revenues are billed on a weekly or monthly basis. Revenues from fixed fee contracts are recorded when work is performed on the basis of the proportionate performance method, which is based on costs incurred to date relative to total estimated costs. Any anticipated contract losses are estimated and accrued at the time they become known and estimable. Unbilled accounts receivables represent amounts recognized as revenue based on services performed in advance of customer billings. Revenue from sales of software licenses is recognized upon delivery of the software to a customer because future obligations associated with such revenue are insignificant. Research and Development Research and development costs are charged to operations when incurred and are included in operating expenses. Stock Based Compensation The Company uses the fair value method as specified by the FASB, whereby compensation cost is recognized over the remaining service period based on the grant-date fair value of those awards as calculated for pro forma disclosures as originally issued. Fair Value Measurements ASC Topic 820, Fair Value Measurement and Disclosures Level 1: Observable inputs such as quoted prices (unadjusted) in an active market for identical assets or liabilities. Level 2: Inputs other than quoted prices that are observable, either directly or indirectly. These include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active. Level 3: Unobservable inputs that are supported by little or no market activity, therefore the inputs are developed by the Company using estimates and assumptions that the Company expects a market participant would use. The carrying value of the Company’s short-term investments, prepaid expenses and other current assets, accounts receivable, accounts payable and accrued expenses approximate fair value because of the short-term maturity of these financial instruments. The derivative liability in connection with the conversion feature of the Company’s convertible debt and warrants is classified as a level 3 liability, and is the only financial liability measured at fair value on a recurring basis. Net Income/(Loss) Per Share Earnings per share (“EPS”) is the amount of earnings attributable to each share of common stock. For convenience, the term is used to refer to either earnings or loss per share. EPS is computed pursuant to Section 260-10-45 of the FASB Accounting Standards Codification. Pursuant to ASC Paragraphs 260-10-45-10 through 260-10-45-16, basic EPS is computed by dividing income available to common stockholders (the numerator) by the weighted-average number of common shares outstanding (the denominator) during the period. The computation of diluted EPS is similar to the computation of basic EPS except that the denominator is increased to include the number of additional common shares that would have been outstanding if the dilutive potential common shares had been issued during the period to reflect the potential dilution that could occur from common shares issuable through contingent shares issuance arrangements, stock options or warrants. The following table shows the outstanding dilutive common shares excluded from the diluted net loss per share calculation as they were anti-dilutive: September 30, December 31, Warrants 2,401,236 70,714 Conversion features on convertible notes 1,342,333 511,989 Total potentially dilutive shares 3,743,569 582,703 Recent Accounting Pronouncements In May 2014, the FASB issued a comprehensive new revenue recognition standard that will supersede nearly all existing revenue recognition guidance under U.S. GAAP. The standard’s core principle (issued as Accounting Standards Update “ASU” 2014-09 by the FASB), is that a company will recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. These may include identifying performance obligations in the contract, estimating the amount of variable consideration to include in the transaction price and allocating the transaction price to each separate performance obligation. The new guidance must be adopted using either a full retrospective approach for all periods presented in the period of adoption or a modified retrospective approach. In August 2015, the FASB issued ASU No. 2015-14, which defers the effective date of ASU 2014-09 by one year, and would allow entities the option to early adopt the new revenue standard as of the original effective date. This ASU is effective for public reporting companies for interim and annual periods beginning after December 15, 2017. The standard permits the use of either the retrospective or cumulative effect transition method. The Company is in the process of performing an initial review of custom contracts to determine the impact that ASU 2014-09 and its subsequent updates through December 31, 2017 will have on the Company’s consolidated financial statements or financial statement disclosures upon adoption. The Company is currently evaluating the overall impact that ASU 2014-09 will have on the Company’s consolidated financial statements, as well as the expected timing and method of adoption. The Company has established an implementation team, including external advisers, and has commenced the review of the Company’s revenue portfolio and related contracts. Discussions regarding changes to the Company’s current accounting policies and practices remain ongoing and preliminary conclusions are subject to change. Upon adoption, the Company will recognize revenue from contracts with customers as each performance obligation is satisfied, either at a point in time or over a period of time, based on when control transfers to customers. The Company plans to adopt the new revenue recognition standard under the modified retrospective transition method by recognizing the cumulative effect of applying the standard as an adjustment to the Company’s Balance Sheet. Until the Company completes testing of the new revenue recognition system, the Company does not anticipate being able to provide the impact of the new standard on the Balance Sheets or Statements of Operations however from the initial review and assessment of a sample of contracts with customers the Company does not anticipate the new accounting pronouncement to have a material impact on the Company’s financial statements. During January 2016, the FASB issued ASU No. 2016-01, Financial Instruments — Overall: Recognition and Measurement of Financial Assets and Financial Liabilities In February 2016, the FASB issued ASU 2016-02, Leases, Leases In May 2016, the FASB issued ASU 2016-12, Revenue from Contracts with Customers : Narrow-Scope Improvements and Practical Expedients In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows : Classification of Certain Cash Receipts and Cash Payments, In October 2016, the FASB issued ASU 2016-16, Income Taxes : Intra-Entity Transfers of Assets Other than Inventory In November 2016, the FASB issued ASU 2016-18, Statement of Cash Flows In July 2017, the FASB issued ASU 2017-11, Earnings Per Share , Distinguishing Liabilities from Equity , and Derivatives and Hedging

Prepaid Expenses and Other Curr

Prepaid Expenses and Other Current Assets	9 Months Ended
Prepaid Expenses and Other Current Assets	Sep. 30, 2017
Prepaid Expenses and Other Current Assets [Abstract]
Prepaid Expenses and Other Current Assets	9. Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets consisted of the following at September 30, 2017 and December 31, 2016: September 30, December 31, Vendor Deposits $ 312,140 $ 300,199 Tax 95,875 187,776 Insurance 87,907 44,517 Professional fees and services 94,066 42,833 Rent 88,260 13,087 Other 29,620 8,759 Total prepaid expenses and other current assets $ 707,868 $ 597,171

Convertible Promissory Note of

Convertible Promissory Note of MoviePass	9 Months Ended
Convertible Promissory Note of MoviePass	Sep. 30, 2017
Convertible Promissory Note of Movie Pass [Abstract]
Convertible Promissory Note of MoviePass	10. Convertible Promissory Note of MoviePass On August 15, 2017, in connection with the MoviePass SPA, the Company loaned MoviePass $4,950,000 in cash pursuant to a Second Amended and Restated Subordinated Convertible Note Purchase Agreement whereby, in exchange for such cash payment, the Company received a subordinated convertible promissory note of MoviePass in the principal amount of $5,000,000, which includes an additional $50,000 that was advanced by the Company to MoviePass prior to such date for legal and audit expenses (the “Original MoviePass Note”). The Original MoviePass Note accrues interest at a rate of 5% per annum and is due and payable two years from the date of issuance. The Original MoviePass Note provides that it will be cancelled automatically upon the closing of the MoviePass transaction described in Note 4. The Original MoviePass Note provides that if the MoviePass SPA is terminated by the Company or MoviePass due to a material breach of any representation, warranty or covenant of the Company or MoviePass, and such breach remains uncured, the outstanding principal amount and any accrued but unpaid interest under the Original MoviePass Note may, at the Company’s option, be converted, in whole or in part, into equity securities of MoviePass issued and sold at the initial closing of the next equity financing undertaken by MoviePass in a single transaction or a series of related transactions yielding gross proceeds to MoviePass of at least $1,000,000, at a 20% discount to the price of the securities sold in such next equity financing of MoviePass. As described in Note 4, on October 6, 2017, the MoviePass Note was amended and restated to increase the principal amount from $5,000,000 to $11,500,000.

Property and Equipment, Net

Property and Equipment, Net	9 Months Ended
Property and Equipment, Net	Sep. 30, 2017
Property and Equipment, Net [Abstract]
Property and Equipment, net	11. Property and Equipment, net Property and equipment, net on September 30, 2017 and December 31, 2016 are as follows: September 30, December 31, Equipment and leaseholds $ 98,587 $ 106,460 Furniture and fixtures 139,012 34,186 Software 177,225 167,337 Subtotal 414,824 307,983 Less: Accumulated depreciation 280,119 262,771 Total property and equipment, net $ 134,705 $ 45,212 The Company recorded depreciation expense of $6,054 and $9,478 for the three months ended September 30, 2017 and 2016, respectively, and $17,348 and $2,251 for the nine months ended September 30, 2017 and 2016, respectively.

Intangible Assets, Net and Good

Intangible Assets, Net and Goodwill	9 Months Ended
Intangible Assets, Net and Goodwill	Sep. 30, 2017
Intangible Assets, Net and Goodwill [Abstract]
Intangible Assets, net and Goodwill	12. Intangible Assets, net and Goodwill The Company’s intangible assets consisted of the following on September 30, 2017 and December 31, 2016: September 30, December 31, Estimated Useful Life Net Book Value Net Book Value Technology 3 $ 4,270,000 $ 4,270,000 Trademarks 7 1,977,000 1,977,000 Broker Relationships 1 4,200 4,200 Trendit Patents 1-11 195,143 - Subtotal $ 6,446,343 $ 6,251,200 Less: Accumulated amortization (1,530,527 ) (246,509 ) Total Intangible assets, net $ 4,915,816 $ 6,004,691 The Company recorded amortization expense of $430,716 and $0 for the three months ended September 30, 2017 and 2016, respectively, and $1,284,018 and $0 for the nine months ended September 30, 2017 and 2016, respectively. The following table outlines estimated future annual amortization expense for the next five years and thereafter: September 30, Remaining 2017 $ 430,716 2018 1,722,864 2019 1,517,271 2020 299,530 2021 299,409 Thereafter 646,026 Total $ 4,915,816 Goodwill represents the difference between purchase cost and the fair value of net assets acquired in business acquisitions. Goodwill and indefinite lived intangible assets are tested for impairment annually as of December 31 st Balance as of December 31, 2016 $ 4,599,969 Goodwill Impairment Charge - Balance as of September 30, 2017 $ 4,599,969

Fair Value of Financial Assets

Fair Value of Financial Assets and Liabilities Measured on a Recurring Basis	9 Months Ended
	Sep. 30, 2017
Fair Value of Financial Assets and Liabilities Measured on a Recurring Basis [Abstract]
Fair Value of Financial Assets and Liabilities Measured on a Recurring Basis	14. Fair Value of Financial Assets and Liabilities Measured on a Recurring Basis Level 3 Financial Liabilities - Derivative conversion features and warrant liabilities. Financial liabilities measured at fair value on a recurring basis are summarized below and disclosed on the consolidated balance sheet as of September 30, 2017 and December 31, 2016: Fair Value Measurement Amount at Level 1 Level 2 Level 3 September 30, 2017 Liabilities Derivative liability - warrants $ 4,167,887 $ - $ - $ 4,167,887 Derivative liability – conversion feature 10,335,845 - - 10,335,845 Warrant liability 24,119,148 24,119,148 Total $ 38,622,880 $ - $ - $ 38,622,880 December 31, 2016 Liabilities Derivative liability - warrants $ 230,663 $ - $ - $ 230,663 Derivative liability – conversion feature 977,129 - - 977,129 Warrant liability - - - - Total $ 1,207,792 $ - $ - $ 1,207,792 The table below provides a summary of the changes in fair value, including net transfers in and/or out of all financial liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3) during the nine months ended September 30, 2017: Amount Balance at December 31, 2016 $ 1,207,792 Purchases, issuances and settlements 14,626,338 Conversions to paid in capital (4,674,682 ) Extinguishment of December Convertible Note (9,890 ) Change in fair value of warrant liabilities 17,038,711 Change in fair value of derivative liabilities 10,434,611 Balance at September 30, 2017 $ 38,662,880 The fair value of the derivative conversion features and warrant liabilities as of September 30, 2017 and December 31, 2016 were calculated using a Monte-Carlo option model valued with the following weighted average assumptions: September 30, 2017 December 31, 2016 Amount Amount Dividend Yield 0% 0% Expected Volatility 50% - 270% 154% - 230% Risk free interest rate 0.96% - 1.92% 0.82% - 1.12% Contractual term (in years) 0.05 - 5.00 0.67 - 5.00 Exercise price $3.00 - 9.36 $4.00 - $9.36 Changes in the observable input values would likely cause material changes in the fair value of the Company’s Level 3 financial instruments. The significant unobservable input (probability of a down round event) used in the fair value measurement is the estimation of the likelihood of the occurrence of a change in the contractual terms of the financial instruments. A significant increase (decrease) in this likelihood or in the volatility assumptions would result in a higher (lower) fair value measurement.

Stock Based Compensation

Stock Based Compensation	9 Months Ended
Stock Based Compensation	Sep. 30, 2017
Stock Based Compensation [Abstract]
Stock Based Compensation	15. Stock Based Compensation The Company has a stock based compensation plan, which is described as follows: On March 3, 2014, the Board of Directors terminated the Company’s 1997 Stock Option and Award Plan and approved and adopted the Helios and Matheson Analytics Inc. 2014 Equity Incentive Plan (the “2014 Plan”) which the Company’s stockholders approved at the annual stockholders meeting on May 5, 2014. The 2014 Plan originally set aside and reserved 400,000 shares of the Company’s common stock for grant and issuance in accordance with its terms and conditions. Persons eligible to receive awards from the 2014 Plan include employees (including officers and directors) of the Company and its affiliates, consultants who provide significant services to the Company or its affiliates, and directors who are not employees of the Company or its affiliates (the “Participants”). The 2014 Plan permits the Company to issue to Participants qualified and/or non-qualified options to purchase the Company’s common stock, restricted common stock, performance units, and performance shares. The 2014 Plan will terminate on March 3, 2024. The Company’s Board of Directors is responsible for administration of the 2014 Plan and has the sole discretion to determine which Participants will be granted awards and the terms and conditions of the awards granted. In conjunction with the merger with Zone, the Company’s Board of Directors agreed to approve and adopt an amendment to the 2014 Plan to increase the number of shares available for issuance pursuant to awards made from the 2014 Plan to no more than 15% of the Company’s common stock on a fully diluted basis immediately following the merger. The Board of Directors adopted the amendment on August 10, 2017 reserving a total of 1,125,000 shares of common stock for issuance from the 2014 Plan. Of that number, a total of 885,000 shares of common stock remain available for issuance. Through the date of filing this Form 10-Q, several awards have been granted outside of the 2014 Plan to third-party consultants in exchange for services rendered in the amount of $1,409,915, which is recorded as part of Selling, General and Administrative expenses on the Company’s Statements of Operations for the nine months ended September 30, 2017.

Concentration of Credit Risk

Concentration of Credit Risk	9 Months Ended
Concentration of Credit Risk	Sep. 30, 2017
Concentration of Credit Risk [Abstract]
Concentration of Credit Risk	16. Concentration of Credit Risk As of September 30, 2017 and December 31, 2016, 6 customers accounted for 88% and 3 customers accounted for 61% of the Company’s total accounts receivable, respectively. During the nine months ended September 30, 2017 and 2016, 82%, and 83.0% of the Company’s revenues were earned from 3 customers and 3 customers, respectively. As of September 30, 2017 and December 31, 2016, 2 vendors accounted for 45% and 3 vendors accounted for 82% of the Company’s accounts payable, respectively.

Commitments and Contingencies

Commitments and Contingencies	9 Months Ended
Commitments and Contingencies	Sep. 30, 2017
Commitments and Contingencies [Abstract]
Commitments and Contingencies	17. Commitments and Contingencies The Company’s commitments at September 30, 2017 are comprised of the following: Operating Lease Commitments (1) Payments due by period Less than 1 year $ 73,503 1 to 3 years 844,174 3 to 5 years 347,985 Thereafter - Total $ 1,265,662 (1) The Company’s executive office is located at the Empire State Building, 350 Fifth Avenue, Suite 7520, New York, New York 10118. The Company’s executive office is located in a leased facility with a term expiring on June 30, 2022. In addition, the Company’s Indian subsidiary had an office in Bangalore, India at a leased facility located at 3rd Floor, Beta Block, Number 7 Sigma Tech Park, Varthur Kodi, Bangalore 560066. This lease was amended on September 26, 2017 to extend the duration of the lease until September 30, 2019. The Company’s executive office lease is subject to escalations based on increases in real estate taxes and operating expenses, all of which are charged to rent expense. Rent expense was $81,051, and $50,264 for the three months ended September 30, 2017 and 2016, respectively, and $215,068 and $196,049 for the nine months ended September 30, 2017 and 2016, respectively. In April 2017, Zone signed a three-year lease agreement for office space in Miami. The lease term began in May 2017 and requires monthly rent payments of $5,026 for the first 12 months, $5,177 for the next 12 months, and $5,332 for the last 12 months of the lease. As of September 30, 2017, the Company does not have any “Off Balance Sheet Arrangements”.

Transactions with Related Parti

Transactions with Related Parties	9 Months Ended
Transactions with Related Parties	Sep. 30, 2017
Transactions with Related Parties [Abstract]
Transactions with Related Parties	18. Transactions with Related Parties Transactions with Helios and Matheson Information Technology Ltd. (“HMIT”) In September 2010, the Company entered into an amendment of a Memorandum of Understanding (the “MOU”) with its former parent, HMIT, which was subsequently amended on August 2013. Pursuant to the MOU, HMIT agreed to make available to the Company facilities of dedicated Off-shore Development Centers (“ODCs”) and also render services by way of support in technology, client engagement, and management and operation of the ODCs for the Company. The Company furnished HMIT with a security deposit of $2,000,000 to cover any expenses, claims or damages that HMIT may have incurred while discharging its obligations under the MOU and also to cover the Company’s payable to HMIT. As of December 31, 2015, the Company had a receivable from HMIT in the amount of $182,626 which represents amounts paid on behalf of HMIT, for which the Company fully reserved. In August 2014, the Company entered into a Professional Service Agreement with HMIT (the “PSA”), which documented ongoing services provided by HMIT from February 24, 2014. Pursuant to the PSA, HMIT hired employees in India and provided infrastructure services for those employees to facilitate the operations of those of the Company’s clients who needed offshore support for their businesses. For the services the Company paid the costs incurred by HMIT for the employees it hired to provide the services and a fixed fee for infrastructure support. Beginning October 2014, all employees were transferred to the payroll of the Company’s subsidiary, Helios and Matheson Global Services Pvt. Ltd., and HMIT was paid only for the infrastructure support it provided until August 2015. Beginning September 2015, Helios and Matheson Global Services Pvt. Ltd. leased an office and took over infrastructure support from HMIT. For the three and nine months ended September 30, 2017 and 2016 the Company did not have any revenue from services provided with offshore support of HMIT. HMIT ceased providing services under the MOU and PSA during the third quarter of 2015. The Company ensured continued uninterrupted services to its clients by taking on infrastructure costs relating to the lease and employees. The Company determined to provide for a reserve in its September 30, 2015 and December 31, 2015 financial statements in the amount of $2,300,000 (the “Reserve Amount”) due to an uncertainty relating to the ability of HMIT to (i) return the security deposit held by HMIT in connection with the MOU and (ii) pay approximately $344,000 in reimbursable expenses and advances pursuant to the PSA. On January 21, 2016, HMIT became subject to a liquidation order by an Indian court resulting from creditors’ claims against HMIT. On February 15, 2016, the High Court of Judicature at Madras (Civil Appellate Jurisdiction) issued an order of interim stay of the liquidation order. HMIT continues to await a decision from the High Court of Judicature relating to this matter. If HMIT becomes subject to liquidation, the Company would likely not be able to collect the full amount of $2,300,000 reserved in its September 30, 2016 and December 31, 2016 financial statements. Maruthi Consulting Inc. (Subsidiary of HMIT) The Company provided consulting services to Maruthi Consulting Inc., a subsidiary of HMIT. As of January 1, 2015, the Company had a receivable due from Maruthi in the amount of $75,338 and during 2015 the Company billed an additional $223,454 to Maruthi for services rendered. The Company provided no services to Maruthi during the year ended December 31, 2016. During 2015, the Company received $237,318 in payments from Maruthi. Therefore, the amounts receivable at September 30, 2017 and December 31, 2016 were approximately $61,474 and $61,474, respectively.

Warrants

Warrants	9 Months Ended
Warrants	Sep. 30, 2017
Warrants [Abstract]
Warrants	19. Warrants The following is a summary of the Company’s warrant activity during the nine months ending September 30, 2017: Warrant Shares Weighted Average Exercise Price Weighted Outstanding/exercisable – December 31, 2016 70,714 $ 6.26 4.87 Granted 2,172,774 3.31 4.85 Shares issued from anti-dilutive events 157,748 3.00 4.90 Exercised - - - Forfeited/cancelled - - - Outstanding/exercisable – September 30, 2017 2,401,236 $ 3.40 4.85

Segment Reporting

Segment Reporting	9 Months Ended
Segment Reporting	Sep. 30, 2017
Segment Reporting [Abstract]
Segment Reporting	20. Segment Reporting Operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision maker, or decision–making group, in deciding how to allocate resources and in assessing performance. The Company’s chief operating decision–making group is composed of the Chief Executive Officer. The Company operates in two segments, Consulting and Technology. During the three and nine months ended September 30, 2016, the Company only operated in the consulting segment. The Company evaluates performance of its operating segments based on revenue and operating loss. The following table summarizes the Company’s segment information for the nine months ended September 30, 2017 and 2016 as well as for the balance sheet dates presented: For the Nine Months Ended September 30, 2017 2016 Consulting Revenue $ 3,672,036 $ 5,608,145 Cost of Revenue 2,969,357 3,922,469 Gross Margin 702,679 1,685,676 Total operating expenses 6,280,032 2,083,366 Loss from operations (5,577,353 ) (397,690 ) Total other expense (44,914,576 ) (763,388 ) Provision for income taxes 39,110 37,247 Total net loss $ (50,531,039 ) $ (1,198,325 ) Technology Revenue $ - $ - Cost of Revenue - - Gross Margin - - Total operating expenses 4,601,330 Loss from operations (4,601,330 ) - Total other expense (47,220 ) - Provision for income taxes - - Total net loss $ (4,648,550 ) $ - As of September 30, As of December 31, 2017 2016 Consulting Cash and cash equivalents $ 394,172 $ 1,095,732 Accounts receivable $ 254,930 $ 410,106 Unbilled receivables $ 48,595 $ 45,207 Prepaid expenses and other current assets $ 696,003 $ 554,338 Property and equipment $ 38,454 $ 34,368 Deposits and other assets $ 128,960 $ 59,189 Accounts payable and accrued expenses $ 1,606,733 $ 1,196,668 Technology Cash and cash equivalents $ 1,269,707 $ 1,651,508 Prepaid expenses and other current assets $ 11,865 $ 42,833 Property and equipment $ 96,251 $ 10,844 Intangible assets $ 4,915,816 $ 6,004,691 Goodwill $ 4,599,969 $ 4,599,969 Deposits and other assets $ 10,052 $ - Accounts payable and accrued expenses $ 932,285 $ 134,450

Subsequent Events

Subsequent Events	9 Months Ended
Subsequent Events	Sep. 30, 2017
Subsequent Events [Abstract]
Subsequent Events	21. Subsequent Events Transactions with MoviePass See Note 4 for a discussion relating to transactions with MoviePass that occurred after September 30, 2017. On each of November 2, 2017 and November 7, 2017, the Company exercised a portion of the MoviePass Option for an aggregate purchase price of $750,000 and $3,000,000, respectively. In connection with the option exercises, MoviePass issued to the Company subordinated convertible promissory notes in the principal amount of $750,000 and $3,000,000, respectively. Share Exchange Conversion and Amendment to the Agreement On October 13, 2017, pursuant to the Letter Agreement executed by the Company and the Investor on August 27, 2017, the Investor converted 100,000 shares of the Company’s common stock for a New Note (the “New February 2017 Exchange Note”) in the principal amount of $300,000. The New February 2017 Exchange Note had a maturity date of November 27, 2017. On October 23, 2017, the Company and the Investor entered into a Third Amendment and Exchange Agreement (the “Exchange Agreement”). Pursuant to the Exchange Agreement, the Investor exchanged the New February 2017 Exchange Note for 947,218 shares of the Company’s common stock and for rights to receive 552,782 additional shares of common stock (collectively, the “Exchange Securities”) subject to a beneficial ownership limitation of 9.9% and limitations under Nasdaq Listing Rule 5635(d). In exchange for the Exchange Securities, the Investor agreed to, among other things: (i) terminate the Investor’s right to receive any further New Notes, which would have had a principal amount up to $2.2 million and a $0.50 conversion price floor if issued; (ii) (A) release all security interests held by the Investor in the Company’s assets and those of the Company’s subsidiaries, including Zone and its proprietary RedZone Map™ product (“RedZone”) and the Company’s interest in MoviePass (collectively, the “Collateral”), (B) terminate each security agreement between the Company and the Investor, and (C) authorize the Company to file amendments to all UCC Financing Statements for the purpose of terminating the Investor’s security interests in the Collateral; (iii) permit the Company to obtain non-convertible senior secured debt financing from a qualified bank in an amount not less than $20 million and not more than $100 million while the Convertible Notes remain outstanding; (iv) defer the Company’s obligation to pay any interest under the August 2017 Notes until the earlier to occur of (x) each conversion of the August 2017 Notes, solely with respect to the portion of interest included in the applicable conversion amount, (y) each redemption of the August 2017 Notes, solely with respect to the portion of interest included in the applicable redemption amount, and (z) the maturity date of the August 2017 Notes; and (v) waive any and all Events of Default (as defined in the August 2017 Notes) prior to October 23, 2017. Consulting Agreement On October 5, 2017 the Company entered into a consulting agreement (the “Consulting Agreement”) with Mr. Muralikrishna Gadiyaram, a member of the Company’s Board of Directors. The Consulting Agreement formalizes the consulting arrangement between the Company and Mr. Gadiyaram, for which the Company has been accruing consulting fees since January 1, 2017. In exchange for his services, Mr. Gadiyaram will receive fees in the amount of $18,750 per month in cash and, upon execution of the Consulting Agreement, all accrued consulting fees payable to Mr. Gadiyaram became due. The Consulting Agreement has a term of two years but may be terminated by either party at any time by giving 30 days written notice to the other party. If the Company elects to terminate the Consulting Agreement without cause prior to the end of the term, Mr. Gadiyaram will be entitled to a termination fee equal to the lesser of (a) the consulting fee for the remainder of the term, or (b) the consulting fee for a period of 12 months following the delivery of written notice of termination. Issuance of Demand Note On November 2, 2017, the Company issued a demand promissory note in the principal amount of $750,000 (the “Demand Note”) to the Investor. The proceeds from the Demand Note were used to exercise a portion of the MoviePass Option. Issuance of New Series of Senior Convertible Notes On November 7, 2017 (the “Closing Date”), the Company completed an offering of a new series of senior convertible notes in the aggregate principal amount of $100,000,000 to certain institutional investors. A portion of the proceeds from this offering was used to pay the Demand Note and the remaining proceeds may be used by the Company in connection with exercising the Company’s rights pursuant to the MoviePass Option Agreement or any other transaction whereby the Company increases its ownership interests or other rights and interests in MoviePass. On the Closing Date, the Company received $5,000,000 in proceeds from the sale of the senior convertible notes.

Summary of Significant Accoun27

Summary of Significant Accounting Policies (Policies)	9 Months Ended
Summary of Significant Accounting Policies (Policies)	Sep. 30, 2017
Summary of Significant Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The Company’s consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”).
Use of Estimates and Assumptions and Critical Accounting Estimates and Assumptions	Use of Estimates and Assumptions and Critical Accounting Estimates and Assumptions The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates.
Principles of Consolidation	Principles of Consolidation All intercompany transactions and balances have been eliminated.
Revenue Recognition	Revenue Recognition Consulting revenues are recognized as services are provided. The Company primarily provides consulting services under time and material contracts, whereby revenue is recognized as hours and costs are incurred. Clients for consulting revenues are billed on a weekly or monthly basis. Revenues from fixed fee contracts are recorded when work is performed on the basis of the proportionate performance method, which is based on costs incurred to date relative to total estimated costs. Any anticipated contract losses are estimated and accrued at the time they become known and estimable. Unbilled accounts receivables represent amounts recognized as revenue based on services performed in advance of customer billings. Revenue from sales of software licenses is recognized upon delivery of the software to a customer because future obligations associated with such revenue are insignificant.
Research and Development	Research and Development Research and development costs are charged to operations when incurred and are included in operating expenses.
Stock Based Compensation	Stock Based Compensation The Company uses the fair value method as specified by the FASB, whereby compensation cost is recognized over the remaining service period based on the grant-date fair value of those awards as calculated for pro forma disclosures as originally issued.
Fair Value Measurements	Fair Value Measurements ASC Topic 820, Fair Value Measurement and Disclosures Level 1: Observable inputs such as quoted prices (unadjusted) in an active market for identical assets or liabilities. Level 2: Inputs other than quoted prices that are observable, either directly or indirectly. These include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active. Level 3: Unobservable inputs that are supported by little or no market activity, therefore the inputs are developed by the Company using estimates and assumptions that the Company expects a market participant would use. The carrying value of the Company’s short-term investments, prepaid expenses and other current assets, accounts receivable, accounts payable and accrued expenses approximate fair value because of the short-term maturity of these financial instruments. The derivative liability in connection with the conversion feature of the Company’s convertible debt and warrants is classified as a level 3 liability, and is the only financial liability measured at fair value on a recurring basis.
Net Income/(Loss) Per Share	Net Income/(Loss) Per Share Earnings per share (“EPS”) is the amount of earnings attributable to each share of common stock. For convenience, the term is used to refer to either earnings or loss per share. EPS is computed pursuant to Section 260-10-45 of the FASB Accounting Standards Codification. Pursuant to ASC Paragraphs 260-10-45-10 through 260-10-45-16, basic EPS is computed by dividing income available to common stockholders (the numerator) by the weighted-average number of common shares outstanding (the denominator) during the period. The computation of diluted EPS is similar to the computation of basic EPS except that the denominator is increased to include the number of additional common shares that would have been outstanding if the dilutive potential common shares had been issued during the period to reflect the potential dilution that could occur from common shares issuable through contingent shares issuance arrangements, stock options or warrants. The following table shows the outstanding dilutive common shares excluded from the diluted net loss per share calculation as they were anti-dilutive: September 30, December 31, Warrants 2,401,236 70,714 Conversion features on convertible notes 1,342,333 511,989 Total potentially dilutive shares 3,743,569 582,703
Recent Accounting Pronouncements	Recent Accounting Pronouncements In May 2014, the FASB issued a comprehensive new revenue recognition standard that will supersede nearly all existing revenue recognition guidance under U.S. GAAP. The standard’s core principle (issued as Accounting Standards Update “ASU” 2014-09 by the FASB), is that a company will recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. These may include identifying performance obligations in the contract, estimating the amount of variable consideration to include in the transaction price and allocating the transaction price to each separate performance obligation. The new guidance must be adopted using either a full retrospective approach for all periods presented in the period of adoption or a modified retrospective approach. In August 2015, the FASB issued ASU No. 2015-14, which defers the effective date of ASU 2014-09 by one year, and would allow entities the option to early adopt the new revenue standard as of the original effective date. This ASU is effective for public reporting companies for interim and annual periods beginning after December 15, 2017. The standard permits the use of either the retrospective or cumulative effect transition method. The Company is in the process of performing an initial review of custom contracts to determine the impact that ASU 2014-09 and its subsequent updates through December 31, 2017 will have on the Company’s consolidated financial statements or financial statement disclosures upon adoption. The Company is currently evaluating the overall impact that ASU 2014-09 will have on the Company’s consolidated financial statements, as well as the expected timing and method of adoption. The Company has established an implementation team, including external advisers, and has commenced the review of the Company’s revenue portfolio and related contracts. Discussions regarding changes to the Company’s current accounting policies and practices remain ongoing and preliminary conclusions are subject to change. Upon adoption, the Company will recognize revenue from contracts with customers as each performance obligation is satisfied, either at a point in time or over a period of time, based on when control transfers to customers. The Company plans to adopt the new revenue recognition standard under the modified retrospective transition method by recognizing the cumulative effect of applying the standard as an adjustment to the Company’s Balance Sheet. Until the Company completes testing of the new revenue recognition system, the Company does not anticipate being able to provide the impact of the new standard on the Balance Sheets or Statements of Operations however from the initial review and assessment of a sample of contracts with customers the Company does not anticipate the new accounting pronouncement to have a material impact on the Company’s financial statements. During January 2016, the FASB issued ASU No. 2016-01, Financial Instruments — Overall: Recognition and Measurement of Financial Assets and Financial Liabilities In February 2016, the FASB issued ASU 2016-02, Leases, Leases In May 2016, the FASB issued ASU 2016-12, Revenue from Contracts with Customers : Narrow-Scope Improvements and Practical Expedients In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows : Classification of Certain Cash Receipts and Cash Payments, In October 2016, the FASB issued ASU 2016-16, Income Taxes : Intra-Entity Transfers of Assets Other than Inventory In November 2016, the FASB issued ASU 2016-18, Statement of Cash Flows In July 2017, the FASB issued ASU 2017-11, Earnings Per Share , Distinguishing Liabilities from Equity , and Derivatives and Hedging

Merger with Zone Technologies28

Merger with Zone Technologies, Inc. (Tables)	9 Months Ended
Merger with Zone Technologies, Inc. (Tables)	Sep. 30, 2017
Merger With Zone Technologies [Abstract]
Schedule of fair values of net assets/liabilities assumed	Purchase consideration: Common stock (1,740,000 shares at the transaction date fair value of $5.41 per share) $ 9,413,000 Liabilities assumed 1,574,512 Assets acquired (136,343 ) Aggregate fair value of enterprise 10,851,169 Purchase price allocation: Net liabilities assumed (1,488,476 ) Cash acquired 136,343 (1,352,133 ) Aggregate fair value of purchase consideration, non–controlling interest and net liabilities assumed allocated to intangible assets as follows: Technology 4,270,000 Broker Relationships 4,200 Trademarks 1,977,000 Goodwill 4,599,969 Total purchase price allocation $ 10,851,169

Summary of Significant Accoun29

Summary of Significant Accounting Policies (Tables)	9 Months Ended
Summary of Significant Accounting Policies (Tables)	Sep. 30, 2017
Summary of Significant Accounting Policies [Abstract]
Schedule of outstanding dilutive common shares excluded from the diluted net loss per share	September 30, December 31, Warrants 2,401,236 70,714 Conversion features on convertible notes 1,342,333 511,989 Total potentially dilutive shares 3,743,569 582,703

Prepaid Expenses and Other Cu30

Prepaid Expenses and Other Current Assets (Tables)	9 Months Ended
Prepaid Expenses and Other Current Assets (Tables)	Sep. 30, 2017
Prepaid Expenses and Other Current Assets [Abstract]
Schedule of prepaid expenses and other current assets	September 30, December 31, Vendor Deposits $ 312,140 $ 300,199 Tax 95,875 187,776 Insurance 87,907 44,517 Professional fees and services 94,066 42,833 Rent 88,260 13,087 Other 29,620 8,759 Total prepaid expenses and other current assets $ 707,868 $ 597,171

Property and Equipment, Net (Ta

Property and Equipment, Net (Tables)	9 Months Ended
Property and Equipment, Net (Tables)	Sep. 30, 2017
Property and Equipment, Net [Abstract]
Schedule of property and equipment, net	September 30, December 31, Equipment and leaseholds $ 98,587 $ 106,460 Furniture and fixtures 139,012 34,186 Software 177,225 167,337 Subtotal 414,824 307,983 Less: Accumulated depreciation 280,119 262,771 Total property and equipment, net $ 134,705 $ 45,212

Intangible Assets, Net and Go32

Intangible Assets, Net and Goodwill (Tables)	9 Months Ended
Intangible Assets, Net and Goodwill (Tables)	Sep. 30, 2017
Intangible Assets, Net and Goodwill [Abstract]
Schedule of intangibles assets	September 30, December 31, Estimated Useful Life Net Book Value Net Book Value Technology 3 $ 4,270,000 $ 4,270,000 Trademarks 7 1,977,000 1,977,000 Broker Relationships 1 4,200 4,200 Trendit Patents 1-11 195,143 - Subtotal $ 6,446,343 $ 6,251,200 Less: Accumulated amortization (1,530,527 ) (246,509 ) Total Intangible assets, net $ 4,915,816 $ 6,004,691
Schedule of estimated future annual amortization expense	September 30, Remaining 2017 $ 430,716 2018 1,722,864 2019 1,517,271 2020 299,530 2021 299,409 Thereafter 646,026 Total $ 4,915,816
Schedule of goodwill and indefinite lived intangible assets	Balance as of December 31, 2016 $ 4,599,969 Goodwill Impairment Charge - Balance as of September 30, 2017 $ 4,599,969

Securities Purchase Agreement (

Securities Purchase Agreement (Tables)	9 Months Ended
Securities Purchase Agreement (Tables)	Sep. 30, 2017
Debt Disclosure [Abstract]
Schedule of senior secured convertible notes	September 30, December 31, September 2016 notes $ - $ 20,480 September Placement Agent Note - 902 December 2016 notes - 10,043 February 2017 notes - - August 2017 notes 335,215 - February 2017 notes 46,029 - Balance at period end $ 381,244 $ 31,425
Schedule of carrying value of the senior secured convertible notes	September 30, December 31, September 2016 notes $ - $ 332,000 September Placement Agent Note - 80,000 December 2016 notes - 1,820,000 February 2017 notes - - August 2017 Notes 3,330,000 September 2017 Notes 697,000 Unamortized discounts (3,645,756 ) (2,200,575 ) Carrying value $ 381,244 $ 31,425

Fair Value of Financial Asset34

Fair Value of Financial Assets and Liabilities Measured on a Recurring Basis (Tables)	9 Months Ended
	Sep. 30, 2017
Fair Value of Financial Assets and Liabilities Measured on a Recurring Basis [Abstract]
Summary of financial liabilities measured at fair value on recurring basis	Fair Value Measurement Amount at Level 1 Level 2 Level 3 September 30, 2017 Liabilities Derivative liability - warrants $ 4,167,887 $ - $ - $ 4,167,887 Derivative liability – conversion feature 10,335,845 - - 10,335,845 Warrant liability 24,119,148 24,119,148 Total $ 38,622,880 $ - $ - $ 38,622,880 December 31, 2016 Liabilities Derivative liability - warrants $ 230,663 $ - $ - $ 230,663 Derivative liability – conversion feature 977,129 - - 977,129 Warrant liability - - - - Total $ 1,207,792 $ - $ - $ 1,207,792
Summary of the changes in fair value	Amount Balance at December 31, 2016 $ 1,207,792 Purchases, issuances and settlements 14,626,338 Conversions to paid in capital (4,674,682 ) Extinguishment of December Convertible Note (9,890 ) Change in fair value of warrant liabilities 17,038,711 Change in fair value of derivative liabilities 10,434,611 Balance at September 30, 2017 $ 38,662,880
Schedule of fair value of the derivative conversion features and warrant liabilities	September 30, 2017 December 31, 2016 Amount Amount Dividend Yield 0% 0% Expected Volatility 50% - 270% 154% - 230% Risk free interest rate 0.96% - 1.92% 0.82% - 1.12% Contractual term (in years) 0.05 - 5.00 0.67 - 5.00 Exercise price $3.00 - 9.36 $4.00 - $9.36

Commitments and Contingencies (

Commitments and Contingencies (Tables)	9 Months Ended
Commitments and Contingencies (Tables)	Sep. 30, 2017
Commitments and Contingencies [Abstract]
Schedule of commitments	Operating Lease Commitments (1) Payments due by period Less than 1 year $ 73,503 1 to 3 years 844,174 3 to 5 years 347,985 Thereafter - Total $ 1,265,662

Warrants (Tables)

Warrants (Tables)	9 Months Ended
Warrants (Tables)	Sep. 30, 2017
Warrants [Abstract]
Summary of the Company's warrant activity	Warrant Shares Weighted Average Exercise Price Weighted Outstanding/exercisable – December 31, 2016 70,714 $ 6.26 4.87 Granted 2,172,774 3.31 4.85 Shares issued from anti-dilutive events 157,748 3.00 4.90 Exercised - - - Forfeited/cancelled - - - Outstanding/exercisable – September 30, 2017 2,401,236 $ 3.40 4.85

Segment Reporting (Tables)

Segment Reporting (Tables)	9 Months Ended
Segment Reporting (Tables)	Sep. 30, 2017
Segment Reporting [Abstract]
Schedule of segment reporting information	For the Nine Months Ended September 30, 2017 2016 Consulting Revenue $ 3,672,036 $ 5,608,145 Cost of Revenue 2,969,357 3,922,469 Gross Margin 702,679 1,685,676 Total operating expenses 6,280,032 2,083,366 Loss from operations (5,577,353 ) (397,690 ) Total other expense (44,914,576 ) (763,388 ) Provision for income taxes 39,110 37,247 Total net loss $ (50,531,039 ) $ (1,198,325 ) Technology Revenue $ - $ - Cost of Revenue - - Gross Margin - - Total operating expenses 4,601,330 Loss from operations (4,601,330 ) - Total other expense (47,220 ) - Provision for income taxes - - Total net loss $ (4,648,550 ) $ - As of September 30, As of December 31, 2017 2016 Consulting Cash and cash equivalents $ 394,172 $ 1,095,732 Accounts receivable $ 254,930 $ 410,106 Unbilled receivables $ 48,595 $ 45,207 Prepaid expenses and other current assets $ 696,003 $ 554,338 Property and equipment $ 38,454 $ 34,368 Deposits and other assets $ 128,960 $ 59,189 Accounts payable and accrued expenses $ 1,606,733 $ 1,196,668 Technology Cash and cash equivalents $ 1,269,707 $ 1,651,508 Prepaid expenses and other current assets $ 11,865 $ 42,833 Property and equipment $ 96,251 $ 10,844 Intangible assets $ 4,915,816 $ 6,004,691 Goodwill $ 4,599,969 $ 4,599,969 Deposits and other assets $ 10,052 $ - Accounts payable and accrued expenses $ 932,285 $ 134,450

Change in Controlled Company 38

Change in Controlled Company Status (Details)	Nov. 09, 2016
Change in Controlled Company Status (Textual)
Beneficial owner outstanding, percentage	75.00%

Merger with Zone Technologies39

Merger with Zone Technologies, Inc. (Details) - USD ($)	Sep. 30, 2017	Dec. 31, 2016
Purchase consideration:
Common stock (1,740,000 shares at the transaction date fair value of $5.41 per share)	$ 9,413,000
Liabilities assumed	1,574,512
Assets acquired	(136,343)
Aggregate fair value of enterprise	10,851,169
Purchase price allocation:
Net liabilities assumed	(1,488,476)
Cash acquired	136,343
Total	(1,352,133)
Aggregate fair value of purchase consideration, non-controlling interest and net liabilities assumed allocated to intangible assets as follows:
Technology	4,270,000
Broker Relationships	4,200
Trademarks	1,977,000
Goodwill	4,599,969	$ 4,599,969
Total purchase price allocation	$ 10,851,169

Merger with Zone Technologies40

Merger with Zone Technologies, Inc. (Details Textual)	Nov. 09, 2016$ / sharesshares
Merger with Zone Technologies, Inc. (Textual)
Shares issued of common stock as merger \| shares	1,740,000
Exchange ratio of merger	0.174
Common stock transaction date at fair value per share \| $ / shares	$ 5.41

Securities Purchase Agreement M

Securities Purchase Agreement MoviePass (Details) - USD ($)	Oct. 11, 2017	Oct. 06, 2017	Aug. 15, 2017
Subsequent Event [Member]
Securities Purchase Agreement (Textual)
Maximum aggregate purchase price		$ 28,500,000
MoviePass [Member]
Securities Purchase Agreement (Textual)
Aggregate purchase price			$ 27,000,000
Unregistered shares of common stock			3,333,334
Total agreed upon value of common stock			$ 10,000,000
Promissory note in the principal amount			$ 10,000,000
Common shares being subject to forfeiture			666,667
Conversion of stock, description			(A) within one year after the closing, subscribers to MoviePass’ MoviePass product shall have exceeded on at least one (1) day 100,000 subscribers, and (B) the Common Stock shall have been listed on The Nasdaq Stock Market (“Nasdaq”) or New York Stock Exchange by January 31, 2018.
MoviePass [Member] \| Subsequent Event [Member]
Securities Purchase Agreement (Textual)
Aggregate purchase price		27,000,000
Maximum aggregate purchase price		28,500,000
Additional loan amount		6,500,000
Loan amount allocated to purchase of additional shares		$ 1,500,000
MoviePass [Member] \| Subsequent Event [Member] \| Option Agreement [Member]
Securities Purchase Agreement (Textual)
Investment option agreement, description	The Company and MoviePass entered into an investment option agreement (the "Option Agreement"), pursuant to which the Company was granted an option to purchase additional shares of MoviePass common stock in an amount up to $20 million based on a pre-money valuation of MoviePass of $210,000,000 (the "MoviePass Option") amounting to an additional investment of up to 8.7% of the currently outstanding shares of Common Stock (as defined in the MoviePass Option agreement) of MoviePass, giving effect to the closing of the transaction.

Licensing Agreement with is i42

Licensing Agreement with is it You Ltd. (Details) - USD ($)	1 Months Ended	9 Months Ended
Licensing Agreement with is it You Ltd. (Details) - USD ($)	May 18, 2017	Sep. 30, 2017
Licensing Agreement with Is It You Ltd. (Textual)
One-time license fee	$ 80,000
License agreement, description	In consideration of the license, the Company is required to pay the Licensor a one-time license fee of $80,000 for up to 1.6 million end-user licenses. In addition, in the event that the Company exceeds 1.6 million users of the Integrated Offerings, it will be required to pay the Licensor an additional one-time license fee of $20,000 for up to an aggregate of 20 million end-user licenses; in the event that the Company exceeds 20 million users of the Integrated Offerings, it will be required to pay the Licensor an additional one-time license fee of $1,000,000 for up to an aggregate of 100 million end-user licenses; and in the event the Company exceeds 100 million users of the Integrated Offerings, it will negotiate with the Licensor the additional compensation to be paid to the Licensor.
Agreement term, description	The Agreement has an initial term of 5 years and shall be automatically renewed for additional one-year terms unless either party gives the other party 60 days advanced notice of termination prior to the expiration of the then-current term. Except for termination of the Agreement by the Licensor for breach by the Company, notwithstanding any termination or expiration of the Agreement, (i) the license shall remain in effect; and (ii) the Company shall have the right to order and the Licensor shall have the obligation to provide annual support services at the price set forth in the Agreement for up to 5 years from the effective date of termination. The Agreement may be terminated at any time by either party (i) if the other party materially breaches the Agreement and continues in such breach for 30 days after receiving notice from the non-breaching party; or (ii) for a period of 90 consecutive days.
Initial one-time license fees paid		$ 40,000

Acquisition of Assets from Tr43

Acquisition of Assets from Trendit Ltd. (Details)	1 Months Ended
Acquisition of Assets from Trendit Ltd. (Details)	May 25, 2017USD ($)
Acquisition of Assets from Trendit Ltd. (Textual)
Cash compensation	$ 195,143
Acquisition of assets, description	The patented technology predicts population behavior, along with population size, origin and destination, with an accuracy rate of 85%-90%, and tracks demographic segmentation of a population using a population sample of 15%, together with anonymous cellular signals and demographic big data.

Going Concern Analysis (Details

Going Concern Analysis (Details) - USD ($)	3 Months Ended		9 Months Ended
Going Concern Analysis (Details) - USD ($)	Sep. 30, 2017	Sep. 30, 2016	Sep. 30, 2017	Sep. 30, 2016	Dec. 31, 2016	Dec. 31, 2015
Going Concern Analysis (Textual)
Accumulated deficit	$ (98,593,770)		$ (98,593,770)		$ (43,261,418)
Net loss	(43,460,218)	$ (923,670)	(55,179,589)	$ (1,198,325)
Net cash used in operating activities			(7,644,296)	39,578
Cash and cash equivalents	1,663,879	$ 1,205,068	1,663,879	$ 1,205,068	2,747,240	$ 898,477
Working capital deficit	33,867,870		33,867,870
Secured financing	100,000,000		100,000,000
Warrant and derivative liabilities	$ 38,622,880		$ 38,622,880		$ 1,207,792

Summary of Significant Accoun45

Summary of Significant Accounting Policies (Details) - shares	9 Months Ended	12 Months Ended
	Sep. 30, 2017	Dec. 31, 2016
Total potentially dilutive shares	3,743,569	582,703
Warrants [Member]
Total potentially dilutive shares	2,401,236	70,714
Conversion features on convertible notes [Member]
Total potentially dilutive shares	1,342,333	511,989

Prepaid Expenses and Other Cu46

Prepaid Expenses and Other Current Assets (Details) - USD ($)	Sep. 30, 2017	Dec. 31, 2016
Prepaid Expenses and Other Current Assets [Abstract]
Vendor Deposits	$ 312,140	$ 300,199
Tax	95,875	187,776
Insurance	87,907	44,517
Professional fees and services	94,066	42,833
Rent	88,260	13,087
Other	29,620	8,759
Total prepaid expenses and other current assets	$ 707,868	$ 597,171

Convertible Promissory Note o47

Convertible Promissory Note of MoviePass (Details) - USD ($)	Aug. 15, 2017	Oct. 06, 2017	Sep. 30, 2017	Feb. 08, 2017	Dec. 02, 2016	Nov. 09, 2016
Convertible Promissory Note of MoviePass (Textual)
Principal amount			$ 5,000,000	$ 5,000,000	$ 4,900,000
Interest percentage						75.00%
Subsequent Event [Member] \| Maximum [Member]
Convertible Promissory Note of MoviePass (Textual)
Principal amount		$ 11,500,000
Subsequent Event [Member] \| Minimum [Member]
Convertible Promissory Note of MoviePass (Textual)
Principal amount		$ 5,000,000
MoviePass [Member]
Convertible Promissory Note of MoviePass (Textual)
Principal amount	$ 10,000,000
Legal and audit expenses	$ 50,000
Interest percentage	5.00%
Discount price percentage	20.00%
Transactions yielding gross proceeds	$ 10,000,000
MoviePass [Member] \| Convertible promissory note [Member]
Convertible Promissory Note of MoviePass (Textual)
Cash amount	4,950,000
Principal amount	$ 5,000,000

Property and Equipment, Net (De

Property and Equipment, Net (Details) - USD ($)	Sep. 30, 2017	Dec. 31, 2016
Property and Equipment, Net [Abstract]
Equipment and leaseholds	$ 98,587	$ 106,460
Furniture and fixtures	139,012	34,186
Software	177,225	167,337
Subtotal	414,824	307,983
Less: Accumulated depreciation	(280,119)	(262,771)
Total property and equipment, net	$ 134,705	$ 45,212

Property and Equipment, Net (49

Property and Equipment, Net (Details Textual) - USD ($)	3 Months Ended		9 Months Ended
Property and Equipment, Net (Details Textual) - USD ($)	Sep. 30, 2017	Sep. 30, 2016	Sep. 30, 2017	Sep. 30, 2016
Property and Equipment, Net (Textual)
Depreciation expense	$ 6,054	$ 9,478	$ 17,348	$ 2,251

Intangible Assets, Net and Go50

Intangible Assets, Net and Goodwill (Details) - USD ($)	9 Months Ended
Intangible Assets, Net and Goodwill (Details) - USD ($)	Sep. 30, 2017	Dec. 31, 2016
Finite-Lived Intangible Assets [Line Items]
Subtotal	$ 6,446,343	$ 6,251,200
Less: Accumulated amortization	(1,530,527)	(246,509)
Total Intangible assets, net	4,915,816	6,004,691
Technology [Member]
Finite-Lived Intangible Assets [Line Items]
Subtotal	$ 4,270,000	4,270,000
Estimated Useful Life	3 years
Trademarks [Member]
Finite-Lived Intangible Assets [Line Items]
Subtotal	$ 1,977,000	1,977,000
Estimated Useful Life	7 years
Broker Relationships [Member]
Finite-Lived Intangible Assets [Line Items]
Subtotal	$ 4,200	4,200
Estimated Useful Life	1 year
Trendit Patents [Member]
Finite-Lived Intangible Assets [Line Items]
Subtotal	$ 195,143
Trendit Patents [Member] \| Minimum [Member]
Finite-Lived Intangible Assets [Line Items]
Estimated Useful Life	1 year
Trendit Patents [Member] \| Maximum [Member]
Finite-Lived Intangible Assets [Line Items]
Estimated Useful Life	11 years

Intangible Assets, Net and Go51

Intangible Assets, Net and Goodwill (Details 1)	Sep. 30, 2017USD ($)
Intangible Assets, Net and Goodwill [Abstract]
Remaining 2,017	$ 430,716
2,018	1,722,864
2,019	1,517,271
2,020	299,530
2,021	299,409
Thereafter	646,026
Total	$ 4,915,816

Intangible Assets, Net and Go52

Intangible Assets, Net and Goodwill (Details 2)	9 Months Ended
Intangible Assets, Net and Goodwill (Details 2)	Sep. 30, 2017USD ($)
Intangible Assets, Net and Goodwill [Abstract]
Balance as of December 31, 2016	$ 4,599,969
Goodwill Impairment Charge
Balance as of September 30, 2017	$ 4,599,969

Intangible Assets, Net and Go53

Intangible Assets, Net and Goodwill (Details Textual) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2017	Sep. 30, 2016	Sep. 30, 2017	Sep. 30, 2016
Intangible Assets, Net and Goodwill (Textual)
Amortization expense	$ 430,716	$ 0	$ 1,284,018	$ 0

Securities Purchase Agreement54

Securities Purchase Agreement (Details) - USD ($)	Sep. 30, 2017	Aug. 16, 2017	Feb. 08, 2017	Dec. 31, 2016	Dec. 02, 2016
Short-term Debt [Line Items]
Senior secured convertible notes	$ 381,244			$ 31,425
September 2016 notes [Member]
Short-term Debt [Line Items]
Senior secured convertible notes				20,480
September Placement Agent Note [Member]
Short-term Debt [Line Items]
Senior secured convertible notes				902
December 2016 notes [Member]
Short-term Debt [Line Items]
Senior secured convertible notes				10,043	$ 2
February 2017 notes [Member]
Short-term Debt [Line Items]
Senior secured convertible notes			$ 2
August 2017 notes [Member]
Short-term Debt [Line Items]
Senior secured convertible notes	335,215	$ 3
February 2017 notes [Member]
Short-term Debt [Line Items]
Senior secured convertible notes	$ 46,029

Securities Purchase Agreement55

Securities Purchase Agreement (Details 1) - USD ($)	Sep. 30, 2017	Dec. 31, 2016
Short-term Debt [Line Items]
Unamortized discounts	$ (3,645,756)	$ (2,200,575)
Carrying value	381,244	31,425
September 2016 notes [Member]
Short-term Debt [Line Items]
Carrying value		332,000
September Placement Agent Note [Member]
Short-term Debt [Line Items]
Carrying value		80,000
December 2016 notes [Member]
Short-term Debt [Line Items]
Carrying value		$ 1,820,000
February 2017 notes [Member]
Short-term Debt [Line Items]
Carrying value
August 2017 notes [Member]
Short-term Debt [Line Items]
Carrying value	3,330,000
September 2017 Notes [Member]
Short-term Debt [Line Items]
Carrying value	$ 697,000

Securities Purchase Agreement56

Securities Purchase Agreement (Details Textual)

Aug. 15, 2017USD ($)

Feb. 08, 2017USD ($)ConvertibleNotes

Dec. 02, 2016USD ($)ConvertibleNotes

Sep. 07, 2016USD ($)shares

Aug. 28, 2017shares

Aug. 16, 2017USD ($)ConvertibleNotes$ / sharesshares

Feb. 28, 2017USD ($)

Sep. 30, 2017USD ($)$ / sharesshares

Dec. 31, 2016USD ($)$ / sharesshares

Nov. 07, 2017USD ($)

Nov. 02, 2017USD ($)

Oct. 06, 2017USD ($)

Nov. 16, 2016USD ($)

Nov. 09, 2016

Oct. 25, 2016USD ($)

Short-term Debt [Line Items]

Senior secured convertible notes

$ 381,244

$ 31,425

Principal amount

$ 5,000,000

$ 4,900,000

5,000,000

Interest percentage

75.00%

Convertible note payable

$ 6,970,000

Common stock at exercise prices | $ / shares

$ 3.40

$ 6.26

Investor converted total

$ 2,500,000

Subsequent Event [Member]

Short-term Debt [Line Items]

Business acquisition related expenses

$ 28,500,000

Minimum [Member] | Subsequent Event [Member]

Short-term Debt [Line Items]

Principal amount

5,000,000

Maximum [Member] | Subsequent Event [Member]

Short-term Debt [Line Items]

Principal amount

11,500,000

September 2016 notes [Member]

Short-term Debt [Line Items]

Senior secured convertible notes

$ 20,480

Consideration received in cash for convertible note

$ 1,000,000

Principal amount

4,301,075

Interest expenses

$ 1,217

Business acquisition related expenses

$ 3,000,000

Notes, maturity date

Dec. 7,
2017

September 2016 notes [Member] | Placement Agent Notes and Warrants [Member]

Short-term Debt [Line Items]

Principal amount

$ 80,000

Interest percentage

6.00%

Interest expenses

$ 1,200

Warrants issued to purchase common stock | shares

48,714

Warrant term

5 years

September 2016 notes [Member] | Minimum [Member] | Placement Agent Notes and Warrants [Member]

Short-term Debt [Line Items]

Common stock at exercise prices | $ / shares

$ 4.54

September 2016 notes [Member] | Maximum [Member] | Placement Agent Notes and Warrants [Member]

Short-term Debt [Line Items]

Common stock at exercise prices | $ / shares

$ 9.36

December 2016 notes [Member]

Short-term Debt [Line Items]

Senior secured convertible notes

$ 10,043

Consideration received in cash for convertible note

$ 1,100,000

Number of instruments issued | ConvertibleNotes

Principal amount

$ 6,720,000

Interest percentage

6.00%

Interest expenses

12,719

$ 150,265

Maturity date, description

The December 2016 Notes have a maturity date of August 2, 2017 which was subsequently amended to October 8, 2017.

Description of notes conversion agreement

At any time, the Investor may and, so long as certain equity conditions are met, the Company may require the Investor to convert the December 2016 Notes into shares of the Company's common stock (a "Mandatory Conversion"). On September 19, 2017 (the "Exchange Date") the Company and the Investor entered into an Amendment and Exchange Agreement pursuant to which the Company exercised its Mandatory Conversion right as to $890,000 of the December 2016 Notes in exchange for 445,367 shares of the Company's common stock and the Investor prepaid $670,000 of the December 2016 Investor Note, which represented the entire unpaid principal of the December 2016 Investor Note. On the Exchange Date, the Company issued to the Investor a Senior Promissory Note in the principal amount of $697,000 (the "September 2017 Note") in exchange for the remaining outstanding principal amount of the December 2016 Notes. The September 2017 Note may be converted into shares of the Company's common stock at a price of $3.00 per share.

December 2016 notes [Member] | Placement Agent Notes and Warrants [Member]

Short-term Debt [Line Items]

Warrants issued to purchase common stock | shares

22,000

Warrants exercise price | $ / shares

$ 4.45

Warrant term

5 years

Placement agent notes and warrants, description

Through the first nine months of 2017 the Company has received $4,900,000 of cash payments for the December Notes, resulting in the issuance of an additional 104,001 warrants at exercise prices of $3.00 per share, $3.47 per share, $4.00 per share and $6.13 per share.

February 2017 notes [Member]

Short-term Debt [Line Items]

Senior secured convertible notes

$ 2

Number of instruments issued | ConvertibleNotes

Principal amount

$ 5,681,818

Interest percentage

6.00%

Interest expenses

42,750

$ 173,963

Notes, maturity date

Oct. 8,
2017

Maturity date, description

The maturity date of any New Note will be 45 days following the issuance of the New Note, and the conversion price of the New Notes will be $4.50 or, at the election of the Investor, the Investor may convert at the Alternate Conversion Price. The Alternate Conversion Price is defined as either (A) the lower of (i) $4.50 and (ii) the greater of (I) $4.00 and (II) 85% of the quotient of (x) the sum of the volume weighted average price of the common stock for each of the 5 consecutive trading days ending on the trading day immediately preceding the delivery of the Conversion Notice, divided by (y) 5 or (B) that price which shall be the lowest of (i) $3.00 and (ii) the greater of (I) the Floor Price then in effect and (II) 85% of the quotient of (x) the sum of the volume weighted average price of the Company’s common stock for each of the 5 consecutive trading days ending and including the date of the alternate conversion, divided by (y) 5.

Prepayments of the Investor Note

$ 2,900,000

Floor price variances

The Floor Price is defined as $3.00 through October 4, 2017 and $0.50 following October 4, 2017.

February 2017 notes [Member] | Placement Agent Notes and Warrants [Member]

Short-term Debt [Line Items]

Principal amount

$ 5,000,000

Interest percentage

8.00%

Warrants issued to purchase common stock | shares

133,334

Warrants exercise price | $ / shares

$ 3

Warrant term

5 years

August 2017 notes [Member]

Short-term Debt [Line Items]

Senior secured convertible notes

$ 3

$ 335,215

Consideration received in cash for convertible note

1,830,000

Number of instruments issued | ConvertibleNotes

Principal amount

$ 10,300,000

Interest percentage

6.00%

Interest expenses

67,875

Notes, maturity date

Aug. 16,
2018

August 2017 notes [Member] | Subsequent Event [Member]

Short-term Debt [Line Items]

Prepayments of the Investor Note

6,970,000

August 2017 notes [Member] | Placement Agent Notes and Warrants [Member]

Short-term Debt [Line Items]

Consideration received in cash for convertible note

2,050,000

Principal amount

$ 9,050,000

Interest percentage

8.00%

Warrants issued to purchase common stock | shares

42,467

August 2017 notes [Member] | Minimum [Member] | Placement Agent Notes and Warrants [Member]

Short-term Debt [Line Items]

Common stock at exercise prices | $ / shares

$ 3

August 2017 notes [Member] | Maximum [Member] | Placement Agent Notes and Warrants [Member]

Short-term Debt [Line Items]

Common stock at exercise prices | $ / shares

$ 6.13

Investor Note [Member]

Short-term Debt [Line Items]

Interest percentage

6.00%

Prepayments of the Investor Note

$ 900,000

$ 1,100,000

$ 1,000,000

Common stock issued upon convertible notes | shares

887,707

1,852,886

February 2017 Investor Note [Member]

Short-term Debt [Line Items]

Prepayments of the Investor Note

2,100,000

Description of notes conversion agreement

To effect an exchange (the “Share Exchange”) of 841,250 shares of the Company’s common stock for one or more senior secured convertible promissory notes in the form of the February Additional Note (the “New Note”), with the right to substitute the alternate conversion price of the New Note with the alternate conversion price of the Company’s Series B Senior Secured Convertible Note (the “Series B Note”) that was issued on August 16, 2017. Any New Note issued would be in the principal amount equal to the product of the prepayment amount ($2,500,000) multiplied by a fraction, the numerator of which is the number of the aggregate shares being tendered to the Company in the Share Exchange and the denominator of which is 841,250.

Investor Warrant [Member]

Short-term Debt [Line Items]

Consideration received in cash for convertible note

$ 220,000

Principal amount

$ 8,800,000

$ 697,000

Warrants issued to purchase common stock | shares

1,892,972

Warrants exercise price | $ / shares

$ 3.25

Warrant expiration date

Apr. 16,
2022

Warrant expiration term

5 years

Investor Warrant [Member] | Minimum [Member]

Short-term Debt [Line Items]

Warrants issued to purchase common stock | shares

1,892,972

Warrants exercise price | $ / shares

$ 3

Investor Warrant [Member] | Maximum [Member]

Short-term Debt [Line Items]

Warrants issued to purchase common stock | shares

2,050,720

Warrants exercise price | $ / shares

$ 3.25

MoviePass [Member]

Short-term Debt [Line Items]

Principal amount

$ 10,000,000

Interest percentage

5.00%

Principal amount

$ 10,000,000

MoviePass [Member] | Subsequent Event [Member]

Short-term Debt [Line Items]

Business acquisition related expenses

$ 28,500,000

Convertible note payable

$ 3,000,000

$ 750,000

Zone Technologies [Member]

Short-term Debt [Line Items]

Principal amount

$ 4,900,000

Business acquisition related expenses

$ 5,000,000

Investor [Member]

Short-term Debt [Line Items]

Principal amount

$ 55,569

$ 106,178

Interest amount of common stock

2,185,663

3,862,623

Investor converted total

$ 6,066,818

$ 12,723,818

Fair Value of Financial Asset57

Fair Value of Financial Assets and Liabilities Measured on a Recurring Basis (Details) - USD ($)	Sep. 30, 2017	Dec. 31, 2016
Liabilities
Derivative liability - warrants	$ 4,167,887	$ 230,663
Derivative liability - conversion feature	10,335,845	977,129
Warrant liability	24,119,148
Total	38,622,880	1,207,792
Level 1 [Member]
Liabilities
Derivative liability - warrants
Derivative liability - conversion feature
Warrant liability
Total
Level 2 [Member]
Liabilities
Derivative liability - warrants
Derivative liability - conversion feature
Warrant liability
Total
Level 3 [Member]
Liabilities
Derivative liability - warrants	4,167,887	230,663
Derivative liability - conversion feature	10,335,845	977,129
Warrant liability	24,119,148
Total	$ 38,622,880	$ 1,207,792

Fair Value of Financial Asset58

Fair Value of Financial Assets and Liabilities Measured on a Recurring Basis (Details 1) - Level 3 [Member]	9 Months Ended
	Sep. 30, 2017USD ($)
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Balance at December 31, 2016	$ 1,207,792
Purchases, issuances and settlements	14,626,338
Conversions to paid in capital	(4,674,682)
Extinguishment of December Convertible Note	(9,890)
Change in fair value of warrant liabilities	17,038,711
Change in fair value of derivative liabilities	10,434,611
Balance at September 30, 2017	$ 38,662,880

Fair Value of Financial Asset59

Fair Value of Financial Assets and Liabilities Measured on a Recurring Basis (Details 2) - $ / shares	9 Months Ended	12 Months Ended
	Sep. 30, 2017	Dec. 31, 2016
Fair Value Inputs, Liabilities, Quantitative Information [Line Items]
Dividend Yield	0.00%	0.00%
Maximum [Member]
Fair Value Inputs, Liabilities, Quantitative Information [Line Items]
Expected Volatility	270.00%	230.00%
Risk free interest rate	1.92%	1.12%
Contractual term (in years)	5 years	5 years
Exercise price	$ 9.36	$ 9.36
Minimum [Member]
Fair Value Inputs, Liabilities, Quantitative Information [Line Items]
Expected Volatility	50.00%	154.00%
Risk free interest rate	0.96%	0.82%
Contractual term (in years)	18 days	8 months 2 days
Exercise price	$ 3	$ 4

Stock Based Compensation (Detai

Stock Based Compensation (Details) - USD ($)	9 Months Ended
Stock Based Compensation (Details) - USD ($)	Sep. 30, 2017	Sep. 30, 2016	Aug. 10, 2017	Mar. 03, 2014
Stock Based Compensation (Textual)
Shares issued in exchange for services	$ 2,251,115
Stock Issued During Period, Value, Issued for Services	2,251,115
Common stock [Member]
Stock Based Compensation (Textual)
Stock Issued During Period, Value, Issued for Services	$ 6,483
2014 Equity Incentive Plan [Member]
Stock Based Compensation (Textual)
Share-based compensation, outstanding number	885,000
Reserved shares of common stock			1,125,000	400,000
2014 Equity Incentive Plan [Member] \| Zone Technologies, Inc. [Member]
Stock Based Compensation (Textual)
Shares issued in exchange for services	$ 1,409,915
Stock based compensation plan, description	In conjunction with the merger with Zone, the Company's Board of Directors agreed to approve and adopt an amendment to the 2014 Plan to increase the number of shares available for issuance pursuant to awards made from the 2014 Plan to no more than 15% of the Company's common stock on a fully diluted basis immediately following the merger.

Concentration of Credit Risk (D

Concentration of Credit Risk (Details)	9 Months Ended		12 Months Ended
Concentration of Credit Risk (Details)	Sep. 30, 2017VendorsCustomers	Sep. 30, 2016Customers	Dec. 31, 2016VendorsCustomers
Accounts Payable, Benchmark [Member]
Concentration of Credit Risk (Textual)
Number of major vendors \| Vendors	2		3
Concentration risk, percentage	45.00%		82.00%
Revenues [Member]
Concentration of Credit Risk (Textual)
Concentration risk, percentage	82.00%	83.00%
Number of major customers	3	3
Accounts Receivable [Member]
Concentration of Credit Risk (Textual)
Concentration risk, percentage	88.00%		61.00%
Number of major customers	6		3

Commitments and Contingencies62

Commitments and Contingencies (Details)	Sep. 30, 2017USD ($)
Operating Lease Commitments
Less than 1 year	$ 73,503
1 to 3 years	844,174	[1]
3 to 5 years	347,985	[1]
Thereafter		[1]
Total	$ 1,265,662	[1]

[1]	The Company's executive office is located at the Empire State Building, 350 Fifth Avenue, Suite 7520, New York, New York 10118. The Company's executive office is located in a leased facility with a term expiring on June 30, 2022.

Commitments and Contingencies63

Commitments and Contingencies (Details Textual) - USD ($)	Apr. 01, 2017	Aug. 24, 2016	Sep. 30, 2017	Sep. 30, 2016	Sep. 30, 2017	Sep. 30, 2016	Apr. 30, 2017
Commitments and Contingencies (Textual)
Rent expense			$ 81,051	$ 50,264	$ 215,068	$ 196,049
Lease agreement, term	3 years
Monthly rent payments for the first 12 months							$ 5,026
Monthly rent payments for the next 12 months							5,177
Monthly rent payments for the last 12 months							$ 5,332
Purchase interest in HHGI, percentage		10.00%
Compensation from the company for attorney's fees and costs and expenses		$ 3,000,000
Lease expiration, date					Sep. 30, 2019

Transactions with Related Par64

Transactions with Related Parties (Details) - USD ($)	1 Months Ended	9 Months Ended	12 Months Ended
Transactions with Related Parties (Details) - USD ($)	Feb. 28, 2017	Sep. 30, 2017	Dec. 31, 2015	Dec. 31, 2016	Sep. 30, 2015	Jan. 02, 2015	Sep. 30, 2010
Transactions with Related Parties (Textual)
Payment received from maruthi	$ 2,500,000
HMIT [Member]
Transactions with Related Parties (Textual)
Security deposit							$ 2,000,000
Reserve amount			$ 2,300,000		$ 2,300,000
Payment of reimbursable expenses		$ 344,000
Accounts receivable, related parties			182,626
Maruthi consulting inc., subsidiary [Member]
Transactions with Related Parties (Textual)
Receivable due from maruthi amount						$ 75,338
Accounts receivable, related parties		$ 61,474		$ 61,474
Payment received from maruthi			237,318
Billed an additional for service amount			$ 223,454

Warrants (Details)

Warrants (Details) - $ / shares	9 Months Ended	12 Months Ended
Warrants (Details) - $ / shares	Sep. 30, 2017	Dec. 31, 2016
Warrants [Abstract]
Warrant Shares, Outstanding/exercisable, beginning	70,714
Warrant Shares, Granted	2,172,774
Warrant Shares, Shares issued from anti-dilutive events	157,748
Warrant Shares, Exercised
Warrant Shares, Forfeited/cancelled
Warrant Shares, Outstanding/exercisable, ending	2,401,236	70,714
Weighted Average Exercise Price, Outstanding/exercisable, beginning	$ 6.26
Weighted Average Exercise Price, Granted	3.31
Weighted Average Exercise Price, Shares issued from anti-dilutive events	3
Weighted Average Exercise Price, Exercised
Weighted Average Exercise Price, Forfeited/cancelled
Weighted Average Exercise Price, Outstanding/exercisable, ending	$ 3.40	$ 6.26
Weighted Average Remaining Contractual Life Years, Granted	4 years 10 months 6 days
Weighted Average Remaining Contractual Life Years, Shares issued from anti-dilutive events	4 years 10 months 25 days
Weighted Average Remaining Contractual Life Years	4 years 10 months 6 days	4 years 10 months 14 days

Segment Reporting (Details)

Segment Reporting (Details) - USD ($)	3 Months Ended		9 Months Ended
Segment Reporting (Details) - USD ($)	Sep. 30, 2017	Sep. 30, 2016	Sep. 30, 2017	Sep. 30, 2016	Dec. 31, 2016	Dec. 31, 2015
Segment Reporting Information [Line Items]
Revenue	$ 1,173,023	$ 1,720,515	$ 3,672,036	$ 5,608,145
Cost of Revenue	946,308	1,130,091	2,969,357	3,922,469
Gross Margin	226,715	590,424	702,679	1,685,676
Total operating expenses	3,302,979	743,781	10,881,362	2,083,366
Income/(loss) from operations	(3,076,264)	(153,357)	(10,178,683)	(397,690)
Total other expense	(40,386,701)	(767,313)	(44,961,796)	(763,388)
Provision for income taxes	(2,747)	3,000	39,110	37,247
Total net loss	(43,460,218)	(923,670)	(55,179,589)	(1,198,325)
Cash and cash equivalents	1,663,879	1,205,068	1,663,879	1,205,068	$ 2,747,240	$ 898,477
Accounts receivable	254,930		254,930		410,106
Unbilled receivables	48,595		48,595		45,207
Prepaid expenses and other current assets	707,868		707,868		597,171
Property and equipment	134,705		134,705		45,212
Intangible assets	4,915,816		4,915,816		6,004,691
Goodwill	4,599,969		4,599,969		4,599,969
Deposits and other assets	139,012		139,012		59,189
Accounts payable and accrued expenses	2,539,018		2,539,018		1,331,118
Technology [Member]
Segment Reporting Information [Line Items]
Revenue
Cost of Revenue
Gross Margin
Total operating expenses			4,601,330
Income/(loss) from operations			(4,601,330)
Total other expense			(47,220)
Provision for income taxes
Total net loss			(4,648,550)
Cash and cash equivalents	1,269,707		1,269,707		1,651,508
Prepaid expenses and other current assets	11,865		11,865		42,833
Property and equipment	96,251		96,251		10,844
Intangible assets	4,915,816		4,915,816		6,004,691
Goodwill	4,599,969		4,599,969		4,599,969
Deposits and other assets	10,052		10,052
Accounts payable and accrued expenses	932,285		932,285		134,450
Consulting [Member]
Segment Reporting Information [Line Items]
Revenue			3,672,036	5,608,145
Cost of Revenue			2,969,357	3,922,469
Gross Margin			702,679	1,685,676
Total operating expenses			6,280,032	2,083,366
Income/(loss) from operations			(5,577,353)	(397,690)
Total other expense			(44,914,576)	(763,388)
Provision for income taxes			39,110	37,247
Total net loss			(50,531,039)	(1,198,325)
Cash and cash equivalents	394,172		394,172		1,095,732
Accounts receivable	254,930		254,930		410,106
Unbilled receivables	48,595		48,595		45,207
Prepaid expenses and other current assets	696,003		696,003		554,338
Property and equipment	38,454		38,454		34,368
Goodwill
Deposits and other assets	128,960		128,960		59,189
Accounts payable and accrued expenses	$ 1,606,733		$ 1,606,733		$ 1,196,668

Segment Reporting (Details Text

Segment Reporting (Details Textual)	9 Months Ended
Segment Reporting (Details Textual)	Sep. 30, 2017segments
Segment Reporting (Textual)
Number of operating segments	2

Subsequent Events (Details)

Subsequent Events (Details) - USD ($)	Nov. 07, 2017	Nov. 02, 2017	Oct. 13, 2017	Oct. 05, 2017	Aug. 15, 2017	Oct. 23, 2017	Sep. 30, 2017
Subsequent Event [Line Items]
Convertible promissory notes principal amount							$ 6,970,000
MoviePass [Member]
Subsequent Event [Line Items]
Exchanged of common stock shares					3,333,334
Subsequent Event [Member]
Subsequent Event [Line Items]
Consulting agreement, description				The agreement has a term of two years but may be terminated by either party at any time by giving 30 days written notice to the other party. If the Company elects to terminate the Agreement without cause prior to the end of the term, Mr. Gadiyaram will be entitled to a termination fee equal to the lesser of (a) the consulting fee for the remainder of the term, or (b) the consulting fee for a period of 12 months following the delivery of written notice of termination.
Consulting fees payable				$ 18,750
Subsequent Event [Member] \| Investor [Member]
Subsequent Event [Line Items]
Principal amount	$ 100,000,000	$ 750,000
Subsequent Event [Member] \| MoviePass [Member]
Subsequent Event [Line Items]
Aggregate purchase price	3,000,000	750,000
Convertible promissory notes principal amount	3,000,000	$ 750,000
Proceeds from sale of senior convertible notes	$ 5,000,000
Subsequent Event [Member] \| New February Exchange Note [Member]
Subsequent Event [Line Items]
Principal amount			$ 300,000			$ 2,200,000
Maturity date			Nov. 27, 2017
Investor converted			100,000
Consulting agreement, description						In exchange for the Exchange Securities, the Investor agreed to, among other things: (i) terminate the Investor's right to receive any further New Notes, which would have had a principal amount up to $2.2 million and a $0.50 conversion price floor if issued; (ii) (A) release all security interests held by the Investor in the Company's assets and those of the Company's subsidiaries, including Zone and its proprietary RedZone Map product ("RedZone") and the Company's interest in MoviePass, (B) terminate each security agreement between the Company and the Investor, and (C) authorize the Company to file amendments to all UCC Financing Statements for the purpose of terminating the Investor's security interests in the Company's assets and those of its subsidiaries, including RedZone and the Company's interest in MoviePass; (iii) permit the Company to obtain non-convertible senior secured debt financing from a qualified bank in an amount not less than $20 million and not more than $100 million while the Convertible Notes remain outstanding; (iv) defer the Company's obligation to pay any interest under the Convertible Notes until the earlier to occur of (x) each conversion of the Convertible Notes, solely with respect to the portion of interest included in the applicable conversion amount, (y) each redemption of the Convertible Notes, solely with respect to the portion of interest included in the applicable redemption amount, and (z) the maturity date of the Convertible Notes; and (v) waive any and all Events of Default (as defined in the Convertible Notes) prior to October 23, 2017.
Exchanged of common stock shares						947,218
Additional shares of common stock						552,782
Beneficial ownership percentage						9.90%