fuboTV (FUBO) 10-Q 26 Jun 19 2019 Q1 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	3 Months Ended
	Mar. 31, 2019	Jun. 24, 2019
Document And Entity Information
Entity Registrant Name	Pulse Evolution Group, Inc.
Entity Central Index Key	0001484769
Document Type	10-Q
Document Period End Date	Mar. 31, 2019
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Entity's Reporting Status Current	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business Flag	true
Entity Emerging Growth Company	false
Entity Ex Transition Period	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		22,931,183
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2019

Condensed Consolidated Balance

Condensed Consolidated Balance Sheets - USD ($) $ in Thousands	Mar. 31, 2019	Dec. 31, 2018
Current assets
Cash	$ 306	$ 31
Prepaid expenses	23
Total current assets	329	31
Property and equipment, net	9	14
Deposits	16	3
Investment in Panda Productions (HK) Limited (Kung Fu Panda)	1,000
Intangible assets, net	130,925	136,078
Goodwill	148,055	149,975
Right-of-use assets	119
Total assets	280,453	286,101
Current liabilities
Accounts payable	2,647	2,475
Accrued expenses	4,190	5,860
Due to related parties	416	398
Note Payable	3,769	3,667
Note Payable - related parties	208	172
Convertible notes, net of $222 and $456 discount as of March 31, 2019 and December 31, 2018, respectively	471	587
Convertible notes - related parties	883	864
Profits interest sold	212
Warrant liability - subsidiary	2,051	4,528
Current portion of lease liability	82
Total current liabilities	14,929	18,551
Deferred income taxes	33,831	35,000
Lease liability, net of current portion	37
Total liabilities	48,797	53,551
COMMITMENTS AND CONTINGENCIES (Note 14)
Stockholders' equity:
Common stock par value $0.0001, 400,000,000 shares authorized; 22,931,183 and 7,532,776 shares issued and outstanding at March 31, 2019 and December 31, 2018, respectively	2	1
Additional paid-in capital	229,542	227,570
Accumulated deficit	(25,229)	(21,763)
Non-controlling interest	27,341	26,742
Total stockholders' equity	231,656	232,550
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	280,453	286,101
Series A Preferred Stock [Member]
Stockholders' equity:
Preferred stock value
Series B Convertible Preferred Stock [Member]
Stockholders' equity:
Preferred stock value
Series C Convertible Preferred Stock [Member]
Stockholders' equity:
Preferred stock value
Series X Convertible Preferred Stock [Member]
Stockholders' equity:
Preferred stock value

Condensed Consolidated Balanc_2

Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands	Mar. 31, 2019	Dec. 31, 2018
Convertible notes, net of discount	$ 222	$ 456
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	400,000,000	400,000,000
Common stock, shares issued	22,931,183	7,532,776
Common stock, shares outstanding	22,931,183	7,532,776
Series A Preferred Stock [Member]
Preferred stock, par value	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	5,000,000	5,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Series B Convertible Preferred Stock [Member]
Preferred stock, par value	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	1,000,000	1,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Series C Convertible Preferred Stock [Member]
Preferred stock, par value	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	41,000,000	41,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Series X Convertible Preferred Stock [Member]
Preferred stock, par value	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	1,000,000	1,000,000
Preferred stock, shares issued	0	1,000,000
Preferred stock, shares outstanding	0	1,000,000

Condensed Consolidated Statemen

Condensed Consolidated Statements of Operations (Unaudited) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018
Operating expenses
General and administrative	$ 1,037	$ 840
Depreciation and amortization	5,158
Total operating expenses	6,195	840
Other income (loss)
Interest expense	(446)	(486)
Financing costs		(2,137)
Change in fair value of subsidiary warrant liability	2,477
Change in fair value of derivative liability	128	2,768
Total other income (loss)	2,159	145
Loss before income taxes	(4,036)	(695)
Income tax benefit	1,169
Net loss	(2,867)	(695)
Less: net loss attributable to non-controlling interest	599
Net loss attributable to common stockholders	$ (3,466)	$ (695)
Net loss per share attributable to common stockholders Basic and diluted	$ (0.27)	$ (0.26)
Weighted average shares outstanding: Basic and diluted	12,883,381	2,698,489

Condensed Consolidated Statem_2

Condensed Consolidated Statements of Stockholders' Equity (Unaudited) - USD ($) $ in Thousands	Preferred Stock [Member]	Common Stock [Member]	Shares to be Issued [Member]	Additional Paid-In Capital [Member]	Accumulated Deficit [Member]	Noncontrolling Interest [Member]	Series X Convertible Preferred Stock [Member]	Total
Balance at Dec. 31, 2017	$ 1			$ 8,053	$ (11,153)			$ (3,099)
Balance, shares at Dec. 31, 2017	7,424,491	2,659,918
Issuance of common stock for cash			80	469				549
Issuance of common stock for cash, shares		91,200
Issuance of common stock for services				410				410
Issuance of common stock for services, shares		15,833
Issuance of common stock for commitment fee				118				118
Issuance of common stock for commitment fee, shares		6,667
Conversion of notes payable into common shares				18				18
Conversion of notes payable into common shares, shares		4,333
Conversion of warrants into common stock
Conversion of warrants into common stock, shares		1,474
Cancellation of common stock for commitment fee refund				(55)				(55)
Cancellation of common stock for commitment fee refund, shares		(3,595)
Common stock issued for lease settlement
Net loss					(695)			(695)
Balance at Mar. 31, 2018	$ 1		$ 80	9,013	(11,848)			(2,754)
Balance, shares at Mar. 31, 2018	7,424,491	2,775,830
Balance at Dec. 31, 2018		$ 1		227,570	(21,763)	26,742		232,550
Balance, shares at Dec. 31, 2018		7,532,776					1,000,000
Issuance of common stock for cash				1,778				1,778
Issuance of common stock for cash, shares		378,098
Preferred stock converted to common stock		$ 1		(1)
Preferred stock converted to common stock, shares		15,000,000					(1,000,000)
Common stock issued for lease settlement				130				130
Common stock issued for lease settlement, shares		18,935
Issuance of subsidiary common stock for cash				$ 65				$ 65
Additional shares issued for reverse stock split		1,374
Net loss					$ (3,466)	$ 599		$ (2,867)
Balance at Mar. 31, 2019		$ 2		$ 229,542	$ (25,229)	$ 27,341		$ 231,656
Balance, shares at Mar. 31, 2019		22,931,183

Condensed Consolidated Statem_3

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018
Cash flows from operating activities
Net loss	$ (2,867)	$ (695)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	5,158
Stock-based compensation		410
Amortization of debt discount	234	370
Deferred income tax benefit	(1,169)
Financing cost		2,137
Change in fair value of derivative liability	(128)	(2,768)
Change in fair value of subsidiary warrant liability	(2,477)
Amortization of right-of-use assets	6
Interest on notes payable	144
Changes in operating assets and liabilities of business, net of acquisitions:
Prepaid expenses	(23)	(9)
Accounts payable	172	(40)
Accrued expenses	374	(46)
Lease liability	(6)
Net used in operating activities	(582)	(641)
Cash flows from investing activities
Investment in Panda Productions (HK) Limited	(1,000)
Sale of interest in investment in Panda Productions (HK) Limited	212
Lease security deposit	(13)
Net cash used in investing activities	(801)
Cash flows from financing activities
Proceeds from issuance of convertible notes		807
Repayments of convertible notes	(203)	(373)
Proceeds from sales of common stock	1,778	549
Proceeds from related parties	18
Proceeds from sale of subsidiary common stock	65
Net cash provided by financing activities	1,658	983
Net increase in cash	275	342
Cash at beginning of period	31	77
Cash at end of period	306	419
Supplemental disclosure of cash flow information:
Interest paid	68
Income tax paid
Non cash financing and investing activities:
Issuance of common stock for note conversion		18
Common stock issued for lease settlement	130
Measurement period adjustment on the Evolution AI Corporation acquisition	$ 1,920

Organization and Nature of Busi

Organization and Nature of Business	3 Months Ended
	Mar. 31, 2019
Accounting Policies [Abstract]
Organization and Nature of Business	Note 1 – Organization and Nature of Business Overview Pulse Evolution Group, Inc. was incorporated under the laws of the State of Florida in February 2009 under the name York Entertainment, Inc. The Company changed its name to Brick Top Productions, Inc. in October 2010, and to Carolco Pictures, Inc. in January 2015. Effective November 29, 2017, the Company’s corporate name was changed to Recall Studios, Inc. On February 28, 2019, the Company’s corporate name was changed to Pulse Evolution Group, Inc. We are a technology company that focuses on human animation and hyper-realistic digital human technologies; computer generated assets that can be distributed across a spectrum of traditional media and emerging display technologies, including live entertainment, virtual reality, augmented reality, mobile, interactive and artificial intelligence applications. Reverse Stock-Split and Increase in Authorized Share Capital On January 9, 2019, the Company amended its certificate of incorporation to increase the authorized number of shares of its $0.0001 per share common stock, par value, to 400 million shares. The Company also effectuated a 1-for-30 reverse stock split of its common stock on February 28, 2019. All share and per share amounts for all periods presented are retroactively restated for the effect of the reverse stock split. All of the outstanding shares of Series X Preferred Stock also automatically converted into an aggregate of 15,000,000 shares of common stock on February 28, 2019.

Liquidity, Going Concern and Ma

Liquidity, Going Concern and Management Plans	3 Months Ended
	Mar. 31, 2019
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Liquidity, Going Concern and Management Plans	Note 2 – Liquidity, Going Concern and Management Plans The accompanying condensed consolidated financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the continuity of operations, realization of assets, and liquidation of liabilities in the normal course of business. The Company has cash of $0.3 million, a working capital deficiency of $14.6 million and an accumulated deficit of $25.2 million at March 31, 2019. The Company incurred a $2.9 million net loss for the three months ended March 31, 2019. The Company expects to continue incurring losses in the foreseeable future and will need to raise additional capital to fund its operations, meet its obligations in the ordinary course of business and execute its longer-term business plan. These obligations include liabilities assumed in an acquisition that are in arrears and payable on demand. These factors raise substantial doubt about the Company’s ability to continue as a going concern within one year from the date that these financial statements are issued. The condensed consolidated financial statements do not include any adjustments related to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. The Company’s future capital requirements and the adequacy of its available funds will depend on many factors, including its ability to successfully commercialize its products and services, competing technological and market developments, and the need to enter into collaborations with other companies or acquire other companies or technologies to enhance or complement its product and service offerings. Management believes that the Company has access to capital resources through potential issuances of debt and equity securities. The ability of the Company to continue as a going concern is dependent on the Company’s ability to execute its strategy and raise additional funds. Management is currently seeking additional funds, primarily through the issuance of equity securities for cash to operate its business. No assurance can be given that any future financing will be available or, if available, that it will be on terms that are satisfactory to the Company. Even if the Company is able to obtain additional financing, it may contain undue restrictions on our operations, in the case of debt financing or cause substantial dilution for our stockholders, in the case or equity financing.

Basis of Presentation and Summa

Basis of Presentation and Summary of Significant Accounting Policies	3 Months Ended
	Mar. 31, 2019
Accounting Policies [Abstract]
Basis of Presentation and Summary of Significant Accounting Policies	Note 3 – Basis of Presentation and Summary of Significant Accounting Policies Basis of presentation and principles of consolidation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with the accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and pursuant to the instructions to Form 10-Q and Article 8 of Regulation S-X of the Securities and Exchange Commission (“SEC”). In the opinion of management, the accompanying unaudited condensed consolidated financial statements reflect all adjustments, consisting of normal recurring adjustments, considered necessary for a fair presentation of such interim results. The results for the unaudited condensed consolidated statement of operations are not necessarily indicative of results to be expected for the year ending December 31, 2019 or for any future interim period. The unaudited condensed consolidated balance sheet at March 31, 2019 has been derived from unaudited financial statements; however, it does not include all of the information and notes required by U.S. GAAP for complete financial statements. The accompanying condensed consolidated financial statements should be read in conjunction with the consolidated financial statements for the year ended December 31, 2018 and notes thereto included in the Company’s Annual Report on Form 10-K filed with the SEC on June 10, 2019. Principles of Consolidation The accompanying consolidated financial statements include the accounts of the Company and its 99.7% owned principal operating subsidiary Evolution AI Corporation (“EAI”), inactive subsidiaries York Production LLC and York Production II LLC and its 54% majority owned subsidiary PEC. All inter-company balances and transactions have been eliminated in consolidation. Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Those estimates and assumptions include allocating the fair value of purchase consideration issued in business acquisitions, depreciable lives of property and equipment, analysis of impairments of recorded goodwill, accruals for potential liabilities, assumptions made in valuing derivative liabilities, assumptions made when estimating the fair value of equity instruments issued in share-based payment arrangements and deferred income taxes and related valuation allowance. . Significant Accounting Policies For a detailed discussion about the Company’s significant accounting policies, see Form 10-K filed with the SEC on June 10, 2019. Long-term investments As described in Note 5 to these condensed consolidated financial statements, effective January 1, 2019, the Company adopted Accounting Standards Update (“ASU”) 2016-01 and related ASU 2018-03 concerning recognition and measurement of financial assets and financial liabilities. In adopting this new guidance, the Company has made an accounting policy election to adopt an adjusted cost method measurement alternative for investments in equity securities without readily determinable fair values. For equity investments that are accounted for using the measurement alternative, the Company initially records equity investments that qualify for the measurement alternative at cost, but is required to adjust the carrying value of such equity investments through earnings when there is an observable transaction involving the same or a similar investment with the same issuer or upon an impairment. As of March 31, 2019, the Company’s long-term investments consist of its investment in Panda Productions (HK) Limited (“Panda”), (Note 5). Leases Effective January 1, 2019, the Company accounts for its leases under ASC 842, Leases In calculating the right of use asset and lease liability, the Company elects to combine lease and non-lease components. The Company excludes short-term leases having initial terms of 12 months or less, if any, from the new guidance as an accounting policy election, and recognizes rent expense on a straight-line basis over the lease term. The Company continues to account for leases in the prior period financial statements under ASC Topic 840. Deferred tax liability The Company recognized $36.9 million of deferred tax liabilities related to the EAI acquisition during the year ended December 31, 2018. The following is a rollforward of the Company’s deferred tax liability from January 1, 2019 to March 31, 2019: March 31, 2019 Balance – January 1, 2019 $ 35,000 Income tax benefit (associated with the amortization of intangible assets) (1,169 ) Balance - March 31, 2019 $ 33,831 Loss Per Share Net loss per share is computed by dividing the net loss available to common stockholders by the weighted average number of common shares outstanding. The calculation of the basic and diluted earnings per share is the same for all periods presented, as the effect of the potential common stock equivalents is anti-dilutive due to the Company’s net loss position for all periods presented. Anti-dilutive securities, which are convertible into the Company’s common stock, consist of the following at March 31, 2019 and 2018: As of March 31, 2019 2018 Common stock purchase warrants 200,007 1,350 Convertible preferred shares - 161,633 Stock options 16,667 - Convertible notes variable settlement feature 577,503 203,615 Total 794,177 366,598 Recently issued and adopted accounting pronouncements The Company continually assesses any new accounting pronouncements to determine their applicability. When it is determined that a new accounting pronouncement affects the Company’s financial reporting, the Company undertakes a study to determine the consequences of the change to its consolidated financial statements and assures that there are proper controls in place to ascertain that the Company’s condensed consolidated financial statements properly reflect the change. In July 2017, the FASB has issued a two-part ASU No. 2017-11, (i). Accounting for Certain Financial Instruments with Down Round Features Replacement of the Indefinite Deferral for Mandatorily Redeemable Financial Instruments of Certain Nonpublic Entities and Certain Mandatorily Redeemable Noncontrolling Interests with a Scope Exception In January 2017, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2017-04, Intangibles - Goodwill and Other (Topic 350): Simplifying the Accounting for Goodwill Impairment. ASU 2017-04 removes Step 2 of the goodwill impairment test, which requires a hypothetical purchase price allocation. A goodwill impairment will now be the amount by which a reporting unit’s carrying value exceeds its fair value, not to exceed the carrying amount of goodwill. This standard will be effective for the Company beginning in the first quarter of fiscal year 2020 and is required to be applied prospectively. Early adoption is permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. The Company does not expect the adoption of ASU 2017-04 to have a material impact on its condensed consolidated financial statements. In August 2018, the FASB issued ASU No. 2018-13, “Fair Value Measurement (Topic 820): Disclosure Framework-Changes to the Disclosure Requirements for Fair Value Measurement (“ASU 2018-13”). The amendments in ASU 2018-13 modify the disclosure requirements on fair value measurements based on the concepts in the Concepts Statement, including the consideration of costs and benefits. The amendments on changes in unrealized gains and losses, the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements, and the narrative description of measurement uncertainty should be applied prospectively for only the most recent interim or annual period presented in the initial fiscal year of adoption. All other amendments should be applied retrospectively to all periods presented upon their effective date. The amendments are effective for all entities for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years. Early adoption is permitted, including adoption in an interim period. The Company is currently evaluating ASU 2018-13 and its impact on its condensed consolidated financial statements.

Acquisition

Acquisition	3 Months Ended
	Mar. 31, 2019
Business Combinations [Abstract]
Acquisition	Note 4 – Acquisition The EAI acquisition which occurred on August 8, 2018, was accounted for using acquisition method of accounting. The aggregate of the purchase price, plus net liabilities assumed was allocated to separately identifiable assets and the excess was recorded as goodwill. The preliminary allocation of the purchase price was based upon a valuation for which the estimates and assumptions are subject to change during the one year measurement period, which ends August 7, 2019. During the quarter ended March 31, 2019, the Company recorded a measurement period adjustment to reduce acquisition date accrued expenses by $1.9 million, which resulted in a corresponding decrease to goodwill. In addition during the quarter ended March 31, 2019, the Company recorded a lease settlement liability measurement period adjustment of $0.1 million which should have been accrued at the time of the acquisition. This lease settlement liability was settled during the 1 st The Company allocated the purchase consideration to the fair value of the assets acquired and liabilities assumed as summarized in the table below (in thousands except for share and per share amounts): Fair Value Consideration Paid: Series X Convertible Preferred Stock (1,000,000 shares at a fair value of $211.50 per share) $ 211,500 Purchase Price Allocation: Property and equipment 22 Accounts payable (2,291 ) Accrued expenses (3,205 ) Notes payable (in default) (3,634 ) Warrant liability (4,437 ) Due to related parties and affiliates (295 ) Net liabilities assumed (13,840 ) Excess allocated to Human animation technologies 123,436 Trademark and trade names 7,746 Animation and visual effects technologies 6,016 Digital asset library 6,255 Intangible assets 143,453 Deferred tax liability (36,944 ) Non- controlling interest (29,224 ) Goodwill 148,055 Total Purchase Price $ 211,500 Proforma The following unaudited pro forma financial information for the three months ended March 31, 2018 presents combined results of operations as if the acquisition of Evolution AI Corporation and Pulse Evolution Corporation had occurred on January 1, 2017 (in thousands): Three Months Ended March 31, 2018 Operating Revenues $ 147 Net Loss $ (5,133 )

Investments

Investments	3 Months Ended
	Mar. 31, 2019
Investments, All Other Investments [Abstract]
Investments	Note 5 – Investments In March 2019, the Company entered into an agreement to finance and co-produce Broadway Asia’s theatrical production of DreamWorks’ Kung Fu Panda Spectacular Live at the Venetian Theatre in Macau, Hong Kong, currently scheduled to open in January 2020 (“Macau Show”). The agreement requires the Company to invest at least $2 million in Panda Productions (HK) Limited (“Panda), in exchange for which the Company has received an equity interest in the production, billing credit as associate producer, and certain rights to participate in possible future productions of DreamWorks’ Kung Fu Panda property in similar theatrical productions. During the three months ended March 31, 2019, the Company acquired an approximate 2% interest in Panda for $2.0 million. The Company has evaluated the guidance in ASU 2016-01, Recognition and Measurement of Financial Assets and Financial Liabilities, and elected to account for the investment using the measurement alternative as the equity securities are without a readily determinable fair value and do not give the Company significant influence over Panda. The measurement alternative at cost, less any impairment, plus or minus changes resulting from observable price changes . As of March 31, 2019, the Company paid $1.0 million to Panda. As of March 31, 2019 and the date of this report, $1.0 million remains unfunded. During the quarter ended March 31, 2019, the Company sold profits interests to accredited investors and received cash of $0.2 million. As part of this transaction the Company also issued 37,300 common shares in connection with this transaction. As a result of this sale of the profits interest, the Company will potentially distribute approximately 10% of its proceeds received in the Macau Show. The Company allocated 100% the amount of proceeds received from investors to the fair value of the profits interests based upon expected cash outflows on the Macau Shaw. The issuance of a profits interest meets the definition of a derivative in accordance with ASC 815, therefore, the Company will update the fair value of this profits interests on a quarterly basis and record any change in fair value as a component of other income (expense). The Company determined that the fair value of this profits interest to be approximately $0.2 million as of the date of this transaction and as of March 31, 2019.

Intangible Assets

Intangible Assets	3 Months Ended
	Mar. 31, 2019
Goodwill and Intangible Assets Disclosure [Abstract]
Intangible Assets	Note 6 – Intangible Assets Amortization expense totaled $5.2 million for the three months ended March 31, 2019. The Company’s intangible assets are being amortized over a weighted average remaining life of 6.4 years. Future amortization is as follows (in thousands): Future Amortization 2019 (nine months remaining) $ 15,459 2020 20,612 2021 20,612 2022 20,612 2023 20,612 Thereafter 33,018 Total $ 130,925

Accrued Expenses

Accrued Expenses	3 Months Ended
	Mar. 31, 2019
Payables and Accruals [Abstract]
Accrued Expenses	Note 7 - Accrued Expenses Accrued expenses as of March 31, 2019 and December 31, 2018 consist of the following (in thousands): March 31, 2019 December 31, 2018 Payroll taxes (in arrears) $ 1,308 $ 1,308 Accrued compensation 1,853 2,453 Legal and professional fees 316 765 Accrued litigation loss 524 524 Other 189 810 Total $ 4,190 $ 5,860

Related Parties

Related Parties	3 Months Ended
	Mar. 31, 2019
Related Party Transactions [Abstract]
Related Parties	Note 8 - Related Parties Amounts owed to related parties as of March 31, 2019 and December 31, 2018 consist of the following (in thousands): March 31, 2019 December 31, 2018 Alexander Bafer, Executive Chairman $ 25 $ 25 John Textor, Chief Executive Officer 322 304 Other 69 69 Total $ 416 $ 398 Our Chairman, Mr. Bafer, advanced an unsecured, non-interest-bearing loan to the Company which is payable on demand. The amounts due to John Textor, Chief Executive Officer, represents an unpaid compensation liability assumed in the acquisition of EAI. The amounts due to other related parties also represent financing obligations assumed in the acquisition of EAI. On August 8, 2018, the Company assumed a $172,000 note payable due to a relative of the CEO. The note has three-month roll-over provision and different maturity and repayment amounts if not fully paid by its due date and bears interest at 18% per annum. The Company has accrued default interest for additional liability in excess of the principal amount. The note is currently in default. Accrued interest as of March 31, 2019 and December 31, 2018 related to this note was $63,000 and $45,000, respectively.

Note Payable

Note Payable	3 Months Ended
	Mar. 31, 2019
Notes Payable [Abstract]
Note Payable	Note 9 - Note Payable The Company has recorded, through the accounting consolidation of EAI, a $2.7 million note payable bearing interest at the rate of 10% per annum that was due on October 1, 2018. The cumulative accrued interest on the note amounts to $1.1 million. The note is currently in a default condition due to non-payment of principal and interest. The note relates to the acquisition of technology from parties who, as a result of the acquisition of EAI, own 15,000,000 shares of the Company’s common stock (after the conversion of 1,000,0000 of Series X Convertible Preferred Stock during the three months ended March 31, 2019). Such holders have agreed not to declare the note in default, and to forbear from exercising remedies which would otherwise be available in the event of a default, while the note continues to accrue interest. The Company is currently in negotiation with such holders to resolve the matter.

Fair Value Measurements

Fair Value Measurements	3 Months Ended
	Mar. 31, 2019
Fair Value Disclosures [Abstract]
Fair Value Measurements	Note 10 . Fair value measurements The Company’s convertible notes, derivatives and warrants were classified as liabilities and measured at fair value on the issuance date, with changes in fair value recognized as other income/expense in the condensedconsolidated statements of operations. The following table classifies the Company’s liabilities measured at fair value on a recurring basis into the fair value hierarchy as of March 31, 2019 and December 31,2018 (in thousands): Fair Value measured at March 31, 2019 Quoted prices in active markets (Level 1) Significant other observable inputs (Level 2) Significant unobservable inputs (Level 3) Derivative liability - convertible notes $ - $ - $ 321 Derivative liability - related party convertible notes - - 569 Total Derivative Liability $ - $ - $ 890 Profits interest sold - - 212 Warrant Liability - - 2,051 Total Fair Value $ - $ - $ 3,153 Fair Value measured at December 31, 2018 Quoted prices in (Level 1) Significant other observable inputs (Level 2) Significant unobservable inputs (Level 3) Derivative liability - convertible notes $ - $ - $ 469 Derivative liability - related party convertible notes - - 549 Total Derivative Liability $ - $ - $ 1,018 Warrant Liability - - 4,528 Total Fair Value $ - $ - $ 5,546 Derivative Financial Instruments The following table presents changes in Level 3 liabilities measured at fair value for the three months ended March 31, 2019. Unobservable inputs were used to determine the fair value of positions that the Company has classified within the Level 3 category. Derivative Warrants (assumed from subsidiary) Profits interest sold Fair value at December 31, 2018 $ 1,018 $ 4,528 $ - Change in fair value (128 ) (2,477 ) - Additions - - 212 Fair value at March 31, 2019 $ 890 $ 2,051 $ 212 The Company assumed liability for a warrant issued by PEC that expires on January 28, 2023. The fair value of the warrant liability, amounted to $2.1 million on March 31, 2019 and $4.5 million on December 31, 2018, resulting in a change in fair value of $2.5 million that is reported as a component of other income/(expense) in the condensed consolidated statement of operations for the three months ended March 31, 2019. The Company used a Monte Carlo simulation model to estimate the fair value of the warrant liability with the following assumptions at March 31, 2019 and December 31, 2018: March 31, 2019 December 31, 2018 Exercise price $ 0.75 $ 0.75 Stock price - subsidiary $ 0.15 $ 0.22 Discount applied 50 % 50 % Fair value of stock price $ 0.04 $ 0.09 Risk free rate 2.22 % 2.49 % Contractual term (years) 3.83 4.08 Expected dividend yield 0 % 0 % Expected volatility 85.8 % 86.5 % Number of subsidiary warrants outstanding 48,904,037 48,904,037 Term (years) $ 2,051 $ 4,528 In arriving at the fair value of stock price, a 50% discount was applied to the trading price of the PEC stock, as a result of illiquidity in the volumes being traded on the OTC markets. Risk-free interest rate was based on rates established by the Federal Reserve Bank. The volatility rate was based on stock prices of comparable companies. The fair value of the profits interest sold was determined using an expected cash flow analysis.

Convertible Notes Payable and C

Convertible Notes Payable and Convertible Notes Payable to Related Parties	3 Months Ended
	Mar. 31, 2019
Debt Disclosure [Abstract]
Convertible Notes Payable and Convertible Notes Payable to Related Parties	Note 11 - Convertible Notes Payable and Convertible Notes Payable to Related Parties At March 31, 2019 and December 31, 2018, the carrying amounts of the convertible notes including the remaining principal balance plus the fair value of the derivative liabilities associated with the variable share settlement feature and unamortized discounts is as follows (in thousands): Issuance Date Stated Interest Rate Maturity Date Principal Unamortized Discount Variable Share Settlement Feature at Fair Value Carrying Amount Convertible notes Birchwood Capital (2) 11/6/18 10 % 5/6/19 $ 50 $ (10 ) $ - $ 40 Power Up (3) 11/26/18 8 % 11/26/19 128 (84 ) 97 141 Adar Bays - Alef (4) 11/28/18 10 % 11/28/19 193 (127 ) 224 290 Total $ 371 $ (221 ) $ 321 $ 471 Convertible notes- Related Parties Chairman (5) in default 10/12/15 22 % 8/1/17 $ 265 $ (1 ) $ 569 $ 833 Shareholder (6) in default 12/28/16 3 % 3/24/17 50 - - 50 Total $ 314 $ - $ 569 $ 883 Balance at March 31, 2019 $ 685 $ (222 ) $ 890 $ 1,354 Issuance Date Stated Interest Rate Maturity Date Principal Unamortized Discount Variable Share Settlement Feature at Fair Value Carrying Amount Convertible notes Power Up (1*) 8/24/18 8 % 8/24/19 $ 203 $ (131 ) $ 152 $ 224 Birchwood Capital (2) 11/6/18 10 % 5/6/19 50 (35 ) - 15 Power Up (3) 11/26/18 8 % 11/26/19 128 (115 ) 96 109 Adar Bays - Alef (4) 11/28/18 10 % 11/28/19 193 (175 ) 221 239 Total $ 574 $ (456 ) $ 469 $ 587 Convertible notes- Related Parties Chairman (5) in default 10/12/15 22 % 8/1/17 $ 265 - $ 549 814 Shareholder (6) in default 12/28/16 3 % 3/24/17 50 - - 50 Total $ 315 - $ 549 $ 864 Balance at December 31, 2018 $ 889 $ (456 ) $ 1,018 $ 1,451 * The (#) references the notes described below The derivative liability results from the variable share settlement provision featured within the convertible notes issued by the Company. The fair value of the derivative liabilities was estimated using a Binomial Lattice model on the dates that the notes were issued and were subsequently revalued at December 31, 2018 and March 31, 2019, using the Monte Carlo simulation model with the following weighted average assumptions: March 31, 2019 December 31, 2018 Stock Price $ 9.99 $ 6.75 Risk Free Interest Rate 2.41-2.43 % 2.61 % Expected life (years) .34-.66 0.73 Expected dividend yield 0 % 0 % Expected volatility 93.1-94.3 % 92.8 % Fair Value - Note Variable Share Settlement Feature $ 890 $ 1,018 (1) On February 20, 2019, the Company settled the August 24, 2018, convertible promissory note issued to Power Up, repaying the principal balance of $202,500 and $66,369 for interest and penalties. (2) On November 6, 2018, the Company issued a convertible promissory note to Birchwood Capital, LLC in the amount of $50,000. The note is due on May 6, 2019 and bears interest at 10% per annum. The loan and any accrued interest may be converted into shares of the Company’s common stock at a rate of $3.0 per share. The Company recorded a beneficial conversion feature discount of $50,000 on this note as of December 31, 2018. (3) On November 26, 2018, the Company issued a convertible promissory note to Power Up Lending Group, LLC in the amount of $128,000. The note is due on November 26, 2019 and bears interest at 8% per annum. The loan and any accrued interest may be converted into shares of the Company’s common stock at a rate of 61% multiplied by the average for the three lowest traded prices during the previous ten (10) day trading period ending on the latest complete trading day prior to the conversion date. (4) On November 28, 2018, the Company issued a convertible promissory note to Adar Bays - Alef, LLC in the amount of $192,500. The note is due on November 28, 2019 and bears interest at 6% per annum. The loan and any accrued interest may be converted into shares of the Company’s common stock at a rate of 53% multiplied by the lowest trading price during the previous twenty (20) day trading period ending on the latest complete trading day prior to the conversion date. Related Party Convertible Notes (5) In July 2015, the Company issued convertible promissory notes to Mr. Bafer, Chairman, in exchange for the cancellation of previously issued promissory notes in the aggregate of $530,000 and accrued interest of $13,000 for a total of $543,000. The notes are unsecured, bear interest of 5% per annum, matured on October 1, 2015 and are convertible into shares of common stock at a conversion price equal to the lowest closing stock price during the 20 trading days prior to conversion with a 50% discount. In October 2015, the notes matured and became past due. As a result, the stated interest of 5% increased to 22% pursuant to the term of the notes. In July 2016, the Company and Mr. Bafer agreed to extend the maturity date of these notes to August 1, 2017 to cure the default. There were no other terms changed and no additional consideration was paid. 6) On December 28, 2016, the Company issued an unsecured convertible promissory note in the principal amount of $50,000 to a shareholder. The note bears interest at 3% per annum, was due on March 24, 2017, and is convertible into shares of common stock at a conversion price of $4,000 per share. The note is currently past due. Accrued interest was approximately $3,000 as of March 31, 2019 and December 31, 2018, respectively.

Stockholders' Equity _ (Deficit

Stockholders' Equity / (Deficit)	3 Months Ended
	Mar. 31, 2019
Equity [Abstract]
Stockholders' Equity / (Deficit)	Note 12- Stockholders’ Equity / (Deficit) Authorized Share Capital The Company amended its articles of incorporation on January 9, 2019 to increase the authorized share capital to 400 million shares of common stock. Series X Convertible Preferred Shares The Company had 0 and 1,000,000 shares, par value $0.0001, of series X Convertible Preferred Shares, issued and outstanding at March 31, 2019 and December 31, 2018, respectively. Series X Convertible Preferred shares have the rights to receive dividends or any distributions on a “as-converted basis’ and also each series X Convertible Preferred stockholder held the right to 1 vote relative to each stockholder of common stock, on a “as-converted basis”. Each series X Convertible Preferred share is convertible into 15 shares of common stock. On February 28, 2019, the 1,000,000 series X Preferred Shares automatically converted into 15,000,000 shares of Common Stock. Common Stock In March 2019, the Company raised $1.1 million in a private placement transaction by issuing 93,910 shares of its common stock for $11.28 per share to a Hong Kong-based family office group. The Company contemporaneously issued warrants to purchase an additional 200,000 shares of common stock to the investor in this transaction. The warrants feature an exercise price of $11.31 per share, and may be exercised at any time prior to March 31, 2020. The warrants were determined to be equity instruments and are therefore classified within stockholders’ equity in accordance with ASC 815. The Company raised an additional $0.7 million through issuances of an aggregate of 284,188 shares of its common stock in a private placement transactions during the three months ended March 31, 2019 to several other investors. During the three months ended March 31, 2019, the Company issued 18,935 shares of its common stock, at a fair value of approximately $0.1 million or $6.90 per share, to settle a lease dispute. Stock Options The Company has adopted the 2014 Equity Incentive Stock Plan (the “Plan”). The Plan provides for the issuance of up to 166,667 incentive stock options and nonqualified stock options to the Company’s employees, officers, directors, and certain consultants. The Plan is administered by the Company’s Board, and has a term of 10 years. The Company has valued the options at their date of grant utilizing the Black-Scholes option pricing model. This model is dependent upon several variables such as the options’ term, exercise price, current stock price, risk-free interest rate estimated over the expected term and estimated volatility of our stock over the expected term of the options. The risk-free interest rate used in the calculations is based on the implied yield available on U.S. Treasury issues with an equivalent term approximating the expected life of the options as calculated using the simplified method. The estimated volatility was determined based on the historical volatility of our common stock. The Company did not grant stock options during the three months ended March 31, 2019. A summary of option activity under the Company’s employee stock option plan for the three months ended March 31, 2019 is presented below: Number of Weighted Average Total Intrinsic Value Weighted Average Remaining Outstanding as of December 31, 2018 16,667 $ 28.20 $ - 9.1 Outstanding as of March 31, 2019 16,667 $ 28.20 $ - 8.8 Options exercisable as of March 31, 2019 16,667 $ 28.20 $ - 8.8 There was no stock-based compensation expense recognized during the three months ended March 31, 2019. Stock-based compensation expense recognized for the three months ended March 31, 2018 was approximately $0.5 million associated with stock based payment awards issued to non-employee service providers. As of March 31, 2019, there was no unrecognized stock-based compensation expense. Warrants A summary of the Company’s outstanding warrants as of March 31, 2019 are presented below: Number of Warrants Weighted Average Total Intrinsic Value Weighted Average Remaining Outstanding as of December 31, 2018 7 $ 24,000 $ - 2.9 Issued 200,000 11.31 - 1.0 Outstanding as of March 31, 2019 200,007 $ 12.15 $ - 1.0 Warrants exercisable as of March 31, 2019 200,007 $ 12.15 $ - 1.0

Leases

Leases	3 Months Ended
	Mar. 31, 2019
Leases [Abstract]
Leases	Note 13 - Leases On February 14, 2019, the Company entered into a lease for new offices in Jupiter, Florida. The lease has an initial term of 18 months commencing March 1, 2019 until August 31, 2020 with a base annual rent of $89,437. The Company has an option to extend the lease for another year until August 31, 2021 for an annual rent of $94,884 and a second option for a further annual extension until August 31, 2022 for an annual rent of $97,730. The Company will record the lease obligations in accordance with ASC 842. At March 31, 2019, the Company had operating lease liabilities of $0.1 million and right of use assets of $0.1 million, respectively, in the Condensed Consolidated Balance Sheet. The following summarizes quantitative information about the Company’s operating leases (amounts in thousands, except lease term and discount rate): For the Three Operating leases Operating lease cost $ 8 Variable lease cost 4 Operating lease expense 12 Short-term lease rent expense - Total rent expense $ 12 For the Three Operating cash flows from operating leases $ 7 Right-of-use assets exchanged for operating lease liabilities $ 125 Weighted-average remaining lease term – operating leases (in years) 1.4 Weighted-average discount rate – operating leases 10.0 % Maturities of the Company’s operating leases, are as follows (amounts in thousands): Nine months ended December 31, 2019 $ 75 Year Ended December 31, 2020 46 Total 121 Less present value discount (2 ) Operating lease liabilities $ 119

Commitments and Contingencies

Commitments and Contingencies	3 Months Ended
	Mar. 31, 2019
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	Note 14 - Commitments and Contingencies Litigation The Company may be involved in certain legal proceedings that arise from time to time in the ordinary course of its business. Legal expenses associated with any contingency are expensed as incurred. In connection with closed litigation on two separate matters that resulted in judgments against the Company, we have accrued $524,000 which remains on the balance sheet as a liability at March 31, 2019 and December 31, 2018, respectively. The Company is in settlement discussions with the parties. On August 27, 2018 plaintiff, Scott Meide, unrepresented by counsel, filed a pro se complaint in the United States District Court for the Middle District of Florida, Jacksonville Division, against Pulse Evolution Corporation, now a subsidiary of the Company, naming its former officers among others as defendants. The Company’s position is that the pro se Complaint is defamatory, without merit in fact or law and represents an extortive attempt to coerce payment under threat of reputational harm and filed a motion to dismiss on September 25, 2018. A reserve for potential losses has not been established by the Company. On June 25, 2018, an office space vendor filed a complaint (Case#: CIV1802192) in the Superior Court of the State of California, Marin County asserting breach of contract, breach of implied covenant of good faith and fair dealing, intentional misrepresentation, and negligent misrepresentation. The Company responded with affirmative defenses on September 27, 2018. The Company reached an out of court settlement on December 19, 2018 with the vendor and the case was dismissed on January 24, 2019. During the three months ended March 31, 2019, the Company issued 18,935 shares of its common stock, at a fair value of approximately $0.1 million or $6.90 per share, in connection with this lease settlement.

Basis of Presentation and Sum_2

Basis of Presentation and Summary of Significant Accounting Policies (Policies)	3 Months Ended
	Mar. 31, 2019
Accounting Policies [Abstract]
Basis of Presentation and Principles of Consolidation	Basis of presentation and principles of consolidation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with the accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and pursuant to the instructions to Form 10-Q and Article 8 of Regulation S-X of the Securities and Exchange Commission (“SEC”). In the opinion of management, the accompanying unaudited condensed consolidated financial statements reflect all adjustments, consisting of normal recurring adjustments, considered necessary for a fair presentation of such interim results. The results for the unaudited condensed consolidated statement of operations are not necessarily indicative of results to be expected for the year ending December 31, 2019 or for any future interim period. The unaudited condensed consolidated balance sheet at March 31, 2019 has been derived from unaudited financial statements; however, it does not include all of the information and notes required by U.S. GAAP for complete financial statements. The accompanying condensed consolidated financial statements should be read in conjunction with the consolidated financial statements for the year ended December 31, 2018 and notes thereto included in the Company’s Annual Report on Form 10-K filed with the SEC on June 10, 2019.
Principles of Consolidation	Principles of Consolidation The accompanying consolidated financial statements include the accounts of the Company and its 99.7% owned principal operating subsidiary Evolution AI Corporation (“EAI”), inactive subsidiaries York Production LLC and York Production II LLC and its 54% majority owned subsidiary PEC. All inter-company balances and transactions have been eliminated in consolidation.
Use of Estimates	Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Those estimates and assumptions include allocating the fair value of purchase consideration issued in business acquisitions, depreciable lives of property and equipment, analysis of impairments of recorded goodwill, accruals for potential liabilities, assumptions made in valuing derivative liabilities, assumptions made when estimating the fair value of equity instruments issued in share-based payment arrangements and deferred income taxes and related valuation allowance.
Long-Term Investments	Long-term investments As described in Note 5 to these condensed consolidated financial statements, effective January 1, 2019, the Company adopted Accounting Standards Update (“ASU”) 2016-01 and related ASU 2018-03 concerning recognition and measurement of financial assets and financial liabilities. In adopting this new guidance, the Company has made an accounting policy election to adopt an adjusted cost method measurement alternative for investments in equity securities without readily determinable fair values. For equity investments that are accounted for using the measurement alternative, the Company initially records equity investments that qualify for the measurement alternative at cost, but is required to adjust the carrying value of such equity investments through earnings when there is an observable transaction involving the same or a similar investment with the same issuer or upon an impairment. As of March 31, 2019, the Company’s long-term investments consist of its investment in Panda Productions (HK) Limited (“Panda”), (Note 5).
Leases	Leases Effective January 1, 2019, the Company accounts for its leases under ASC 842, Leases In calculating the right of use asset and lease liability, the Company elects to combine lease and non-lease components. The Company excludes short-term leases having initial terms of 12 months or less, if any, from the new guidance as an accounting policy election, and recognizes rent expense on a straight-line basis over the lease term. The Company continues to account for leases in the prior period financial statements under ASC Topic 840.
Deferred Tax Liability	Deferred tax liability The Company recognized $36.9 million of deferred tax liabilities related to the EAI acquisition during the year ended December 31, 2018. The following is a rollforward of the Company’s deferred tax liability from January 1, 2019 to March 31, 2019: March 31, 2019 Balance – January 1, 2019 $ 35,000 Income tax benefit (associated with the amortization of intangible assets) (1,169 ) Balance - March 31, 2019 $ 33,831
Loss Per Share	Loss Per Share Net loss per share is computed by dividing the net loss available to common stockholders by the weighted average number of common shares outstanding. The calculation of the basic and diluted earnings per share is the same for all periods presented, as the effect of the potential common stock equivalents is anti-dilutive due to the Company’s net loss position for all periods presented. Anti-dilutive securities, which are convertible into the Company’s common stock, consist of the following at March 31, 2019 and 2018: As of March 31, 2019 2018 Common stock purchase warrants 200,007 1,350 Convertible preferred shares - 161,633 Stock options 16,667 - Convertible notes variable settlement feature 577,503 203,615 Total 794,177 366,598
Recently Issued and Adopted Accounting Pronouncements	Recently issued and adopted accounting pronouncements The Company continually assesses any new accounting pronouncements to determine their applicability. When it is determined that a new accounting pronouncement affects the Company’s financial reporting, the Company undertakes a study to determine the consequences of the change to its consolidated financial statements and assures that there are proper controls in place to ascertain that the Company’s condensed consolidated financial statements properly reflect the change. In July 2017, the FASB has issued a two-part ASU No. 2017-11, (i). Accounting for Certain Financial Instruments with Down Round Features Replacement of the Indefinite Deferral for Mandatorily Redeemable Financial Instruments of Certain Nonpublic Entities and Certain Mandatorily Redeemable Noncontrolling Interests with a Scope Exception In January 2017, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2017-04, Intangibles - Goodwill and Other (Topic 350): Simplifying the Accounting for Goodwill Impairment. ASU 2017-04 removes Step 2 of the goodwill impairment test, which requires a hypothetical purchase price allocation. A goodwill impairment will now be the amount by which a reporting unit’s carrying value exceeds its fair value, not to exceed the carrying amount of goodwill. This standard will be effective for the Company beginning in the first quarter of fiscal year 2020 and is required to be applied prospectively. Early adoption is permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. The Company does not expect the adoption of ASU 2017-04 to have a material impact on its condensed consolidated financial statements. In August 2018, the FASB issued ASU No. 2018-13, “Fair Value Measurement (Topic 820): Disclosure Framework-Changes to the Disclosure Requirements for Fair Value Measurement (“ASU 2018-13”). The amendments in ASU 2018-13 modify the disclosure requirements on fair value measurements based on the concepts in the Concepts Statement, including the consideration of costs and benefits. The amendments on changes in unrealized gains and losses, the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements, and the narrative description of measurement uncertainty should be applied prospectively for only the most recent interim or annual period presented in the initial fiscal year of adoption. All other amendments should be applied retrospectively to all periods presented upon their effective date. The amendments are effective for all entities for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years. Early adoption is permitted, including adoption in an interim period. The Company is currently evaluating ASU 2018-13 and its impact on its condensed consolidated financial statements.

Basis of Presentation and Sum_3

Basis of Presentation and Summary of Significant Accounting Policies (Tables)	3 Months Ended
	Mar. 31, 2019
Accounting Policies [Abstract]
Schedule of Deferred Tax Liability	The following is a rollforward of the Company’s deferred tax liability from January 1, 2019 to March 31, 2019: March 31, 2019 Balance – January 1, 2019 $ 35,000 Income tax benefit (associated with the amortization of intangible assets) (1,169 ) Balance - March 31, 2019 $ 33,831
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share	The calculation of the basic and diluted earnings per share is the same for all periods presented, as the effect of the potential common stock equivalents is anti-dilutive due to the Company’s net loss position for all periods presented. Anti-dilutive securities, which are convertible into the Company’s common stock, consist of the following at March 31, 2019 and 2018: As of March 31, 2019 2018 Common stock purchase warrants 200,007 1,350 Convertible preferred shares - 161,633 Stock options 16,667 - Convertible notes variable settlement feature 577,503 203,615 Total 794,177 366,598

Acquisition (Tables)

Acquisition (Tables)	3 Months Ended
	Mar. 31, 2019
Business Combinations [Abstract]
Schedule of Assets Acquired of Purchase Price	The Company allocated the purchase consideration to the fair value of the assets acquired and liabilities assumed as summarized in the table below (in thousands except for share and per share amounts): Fair Value Consideration Paid: Series X Convertible Preferred Stock (1,000,000 shares at a fair value of $211.50 per share) $ 211,500 Purchase Price Allocation: Property and equipment 22 Accounts payable (2,291 ) Accrued expenses (3,205 ) Notes payable (in default) (3,634 ) Warrant liability (4,437 ) Due to related parties and affiliates (295 ) Net liabilities assumed (13,840 ) Excess allocated to Human animation technologies 123,436 Trademark and trade names 7,746 Animation and visual effects technologies 6,016 Digital asset library 6,255 Intangible assets 143,453 Deferred tax liability (36,944 ) Non- controlling interest (29,224 ) Goodwill 148,055 Total Purchase Price $ 211,500
Schedule of Pro Forma Information	The following unaudited pro forma financial information for the three months ended March 31, 2018 presents combined results of operations as if the acquisition of Evolution AI Corporation and Pulse Evolution Corporation had occurred on January 1, 2017 (in thousands): Three Months Ended March 31, 2018 Operating Revenues $ 147 Net Loss $ (5,133 )

Intangible Assets (Tables)

Intangible Assets (Tables)	3 Months Ended
	Mar. 31, 2019
Goodwill and Intangible Assets Disclosure [Abstract]
Schedule of Intangible Assets Amortization Expense	Future amortization is as follows (in thousands): Future Amortization 2019 (nine months remaining) $ 15,459 2020 20,612 2021 20,612 2022 20,612 2023 20,612 Thereafter 33,018 Total $ 130,925

Accrued Expenses (Tables)

Accrued Expenses (Tables)	3 Months Ended
	Mar. 31, 2019
Payables and Accruals [Abstract]
Schedule of Accrued Expenses	Accrued expenses as of March 31, 2019 and December 31, 2018 consist of the following (in thousands): March 31, 2019 December 31, 2018 Payroll taxes (in arrears) $ 1,308 $ 1,308 Accrued compensation 1,853 2,453 Legal and professional fees 316 765 Accrued litigation loss 524 524 Other 189 810 Total $ 4,190 $ 5,860

Related Parties (Tables)

Related Parties (Tables)	3 Months Ended
	Mar. 31, 2019
Related Party Transactions [Abstract]
Schedule of Amount Owed to Related Parties	Amounts owed to related parties as of March 31, 2019 and December 31, 2018 consist of the following (in thousands): March 31, 2019 December 31, 2018 Alexander Bafer, Executive Chairman $ 25 $ 25 John Textor, Chief Executive Officer 322 304 Other 69 69 Total $ 416 $ 398

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	3 Months Ended
	Mar. 31, 2019
Fair Value Disclosures [Abstract]
Schedule of Fair Value of Liabilities Measured on Recurring Basis	The following table classifies the Company’s liabilities measured at fair value on a recurring basis into the fair value hierarchy as of March 31, 2019 and December 31,2018 (in thousands): Fair Value measured at March 31, 2019 Quoted prices in active markets (Level 1) Significant other observable inputs (Level 2) Significant unobservable inputs (Level 3) Derivative liability - convertible notes $ - $ - $ 321 Derivative liability - related party convertible notes - - 569 Total Derivative Liability $ - $ - $ 890 Profits interest sold - - 212 Warrant Liability - - 2,051 Total Fair Value $ - $ - $ 3,153 Fair Value measured at December 31, 2018 Quoted prices in (Level 1) Significant other observable inputs (Level 2) Significant unobservable inputs (Level 3) Derivative liability - convertible notes $ - $ - $ 469 Derivative liability - related party convertible notes - - 549 Total Derivative Liability $ - $ - $ 1,018 Warrant Liability - - 4,528 Total Fair Value $ - $ - $ 5,546
Schedule of Liability for Derivatives and Warrants	The following table presents changes in Level 3 liabilities measured at fair value for the three months ended March 31, 2019. Unobservable inputs were used to determine the fair value of positions that the Company has classified within the Level 3 category. Derivative Warrants (assumed from subsidiary) Profits interest sold Fair value at December 31, 2018 $ 1,018 $ 4,528 $ - Change in fair value (128 ) (2,477 ) - Additions - - 212 Fair value at March 31, 2019 $ 890 $ 2,051 $ 212
Schedule of Warrant Liabilities, Change In Using Black Scholes to Monte Carlo Simulation Assumptions	The Company used a Monte Carlo simulation model to estimate the fair value of the warrant liability with the following assumptions at March 31, 2019 and December 31, 2018: March 31, 2019 December 31, 2018 Exercise price $ 0.75 $ 0.75 Stock price - subsidiary $ 0.15 $ 0.22 Discount applied 50 % 50 % Fair value of stock price $ 0.04 $ 0.09 Risk free rate 2.22 % 2.49 % Contractual term (years) 3.83 4.08 Expected dividend yield 0 % 0 % Expected volatility 85.8 % 86.5 % Number of subsidiary warrants outstanding 48,904,037 48,904,037 Term (years) $ 2,051 $ 4,528

Convertible Notes Payable and_2

Convertible Notes Payable and Convertible Notes Payable to Related Parties (Tables)	3 Months Ended
	Mar. 31, 2019
Debt Disclosure [Abstract]
Schedule of Convertible Notes Payable	At March 31, 2019 and December 31, 2018, the carrying amounts of the convertible notes including the remaining principal balance plus the fair value of the derivative liabilities associated with the variable share settlement feature and unamortized discounts is as follows (in thousands): Issuance Date Stated Interest Rate Maturity Date Principal Unamortized Discount Variable Share Settlement Feature at Fair Value Carrying Amount Convertible notes Birchwood Capital (2) 11/6/18 10 % 5/6/19 $ 50 $ (10 ) $ - $ 40 Power Up (3) 11/26/18 8 % 11/26/19 128 (84 ) 97 141 Adar Bays - Alef (4) 11/28/18 10 % 11/28/19 193 (127 ) 224 290 Total $ 371 $ (221 ) $ 321 $ 471 Convertible notes- Related Parties Chairman (5) in default 10/12/15 22 % 8/1/17 $ 265 $ (1 ) $ 569 $ 833 Shareholder (6) in default 12/28/16 3 % 3/24/17 50 - - 50 Total $ 314 $ - $ 569 $ 883 Balance at March 31, 2019 $ 685 $ (222 ) $ 890 $ 1,354 Issuance Date Stated Interest Rate Maturity Date Principal Unamortized Discount Variable Share Settlement Feature at Fair Value Carrying Amount Convertible notes Power Up (1*) 8/24/18 8 % 8/24/19 $ 203 $ (131 ) $ 152 $ 224 Birchwood Capital (2) 11/6/18 10 % 5/6/19 50 (35 ) - 15 Power Up (3) 11/26/18 8 % 11/26/19 128 (115 ) 96 109 Adar Bays - Alef (4) 11/28/18 10 % 11/28/19 193 (175 ) 221 239 Total $ 574 $ (456 ) $ 469 $ 587 Convertible notes- Related Parties Chairman (5) in default 10/12/15 22 % 8/1/17 $ 265 - $ 549 814 Shareholder (6) in default 12/28/16 3 % 3/24/17 50 - - 50 Total $ 315 - $ 549 $ 864 Balance at December 31, 2018 $ 889 $ (456 ) $ 1,018 $ 1,451 * The (#) references the notes described below (1) On February 20, 2019, the Company settled the August 24, 2018, convertible promissory note issued to Power Up, repaying the principal balance of $202,500 and $66,369 for interest and penalties. (2) On November 6, 2018, the Company issued a convertible promissory note to Birchwood Capital, LLC in the amount of $50,000. The note is due on May 6, 2019 and bears interest at 10% per annum. The loan and any accrued interest may be converted into shares of the Company’s common stock at a rate of $3.0 per share. The Company recorded a beneficial conversion feature discount of $50,000 on this note as of December 31, 2018. (3) On November 26, 2018, the Company issued a convertible promissory note to Power Up Lending Group, LLC in the amount of $128,000. The note is due on November 26, 2019 and bears interest at 8% per annum. The loan and any accrued interest may be converted into shares of the Company’s common stock at a rate of 61% multiplied by the average for the three lowest traded prices during the previous ten (10) day trading period ending on the latest complete trading day prior to the conversion date. (4) On November 28, 2018, the Company issued a convertible promissory note to Adar Bays - Alef, LLC in the amount of $192,500. The note is due on November 28, 2019 and bears interest at 6% per annum. The loan and any accrued interest may be converted into shares of the Company’s common stock at a rate of 53% multiplied by the lowest trading price during the previous twenty (20) day trading period ending on the latest complete trading day prior to the conversion date. Related Party Convertible Notes (5) In July 2015, the Company issued convertible promissory notes to Mr. Bafer, Chairman, in exchange for the cancellation of previously issued promissory notes in the aggregate of $530,000 and accrued interest of $13,000 for a total of $543,000. The notes are unsecured, bear interest of 5% per annum, matured on October 1, 2015 and are convertible into shares of common stock at a conversion price equal to the lowest closing stock price during the 20 trading days prior to conversion with a 50% discount. In October 2015, the notes matured and became past due. As a result, the stated interest of 5% increased to 22% pursuant to the term of the notes. In July 2016, the Company and Mr. Bafer agreed to extend the maturity date of these notes to August 1, 2017 to cure the default. There were no other terms changed and no additional consideration was paid. 6) On December 28, 2016, the Company issued an unsecured convertible promissory note in the principal amount of $50,000 to a shareholder. The note bears interest at 3% per annum, was due on March 24, 2017, and is convertible into shares of common stock at a conversion price of $4,000 per share. The note is currently past due. Accrued interest was approximately $3,000 as of March 31, 2019 and December 31, 2018, respectively.
Schedule of Derivative Liabilities Valuation Using Binomial Lattice Model Assumptions	The fair value of the derivative liabilities was estimated using a Binomial Lattice model on the dates that the notes were issued and were subsequently revalued at December 31, 2018 and March 31, 2019, using the Monte Carlo simulation model with the following weighted average assumptions: March 31, 2019 December 31, 2018 Stock Price $ 9.99 $ 6.75 Risk Free Interest Rate 2.41-2.43 % 2.61 % Expected life (years) .34-.66 0.73 Expected dividend yield 0 % 0 % Expected volatility 93.1-94.3 % 92.8 % Fair Value - Note Variable Share Settlement Feature $ 890 $ 1,018

Stockholders' Equity _ (Defic_2

Stockholders' Equity / (Deficit) (Tables)	3 Months Ended
	Mar. 31, 2019
Equity [Abstract]
Summary of Options Under Employee Stock Option Plan	A summary of option activity under the Company’s employee stock option plan for the three months ended March 31, 2019 is presented below: Number of Weighted Average Total Intrinsic Value Weighted Average Remaining Outstanding as of December 31, 2018 16,667 $ 28.20 $ - 9.1 Outstanding as of March 31, 2019 16,667 $ 28.20 $ - 8.8 Options exercisable as of March 31, 2019 16,667 $ 28.20 $ - 8.8
Summary of Outstanding Warrants Activity	A summary of the Company’s outstanding warrants as of March 31, 2019 are presented below: Number of Warrants Weighted Average Total Intrinsic Value Weighted Average Remaining Outstanding as of December 31, 2018 7 $ 24,000 $ - 2.9 Issued 200,000 11.31 - 1.0 Outstanding as of March 31, 2019 200,007 $ 12.15 $ - 1.0 Warrants exercisable as of March 31, 2019 200,007 $ 12.15 $ - 1.0

Leases (Tables)

Leases (Tables)	3 Months Ended
	Mar. 31, 2019
Leases [Abstract]
Schedule of Operating Leases	The following summarizes quantitative information about the Company’s operating leases (amounts in thousands, except lease term and discount rate): For the Three Operating leases Operating lease cost $ 8 Variable lease cost 4 Operating lease expense 12 Short-term lease rent expense - Total rent expense $ 12
Schedule of Supplemental Cash Flow and Other Information Related to Leases	For the Three Operating cash flows from operating leases $ 7 Right-of-use assets exchanged for operating lease liabilities $ 125 Weighted-average remaining lease term – operating leases (in years) 1.4 Weighted-average discount rate – operating leases 10.0 %
Schedule of Maturities of Operating Leases	Maturities of the Company’s operating leases, are as follows (amounts in thousands): Nine months ended December 31, 2019 $ 75 Year Ended December 31, 2020 46 Total 121 Less present value discount (2 ) Operating lease liabilities $ 119

Organization and Nature of Bu_2

Organization and Nature of Business (Details Narrative) - $ / shares	Feb. 28, 2019	Mar. 31, 2019	Jan. 09, 2019	Dec. 31, 2018
Accounting Policies [Abstract]
Common stock, par value		$ 0.0001	$ 0.0001	$ 0.0001
Common stock, shares authorized		400,000,000	400,000,000	400,000,000
Reverse stock split	1-for-30 reverse stock split
Conversion of stock	15,000,000

Liquidity, Going Concern and _2

Liquidity, Going Concern and Management Plans (Details Narrative) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018	Dec. 31, 2018	Dec. 31, 2017
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Cash	$ 306	$ 419	$ 31	$ 77
Working capital deficit	14,600
Accumulated deficit	(25,229)		$ (21,763)
Net loss	$ (2,867)	$ (695)

Basis of Presentation and Sum_4

Basis of Presentation and Summary of Significant Accounting Policies (Details Narrative) - USD ($) $ in Thousands	Mar. 31, 2019	Dec. 31, 2018
Deferred tax liabilities	$ 33,831	$ 35,000
Pulse Evolution Corporation [Member]
Ownership interest percentage	99.70%
Evolution AI Corporation [Member]
Ownership interest percentage	54.00%
Deferred tax liabilities		$ 36,900

Basis of Presentation and Sum_5

Basis of Presentation and Summary of Significant Accounting Policies - Schedule of Deferred Tax Liability (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018
Accounting Policies [Abstract]
Balance - January 1, 2019	$ 35,000
Income tax benefit (associated with the amortization of intangible assets)	(1,169)
Balance - March 31, 2019	$ 33,831

Basis of Presentation and Sum_6

Basis of Presentation and Summary of Significant Accounting Policies - Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share (Details) - shares	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018
Total	794,177	366,598
Common Stock Purchase Warrants [Member]
Total	200,007	1,350
Convertible Preferred Shares [Member]
Total		161,633
Stock Options [Member]
Total	16,667
Convertible Notes Variable Settlement Feature [Member]
Total	577,503	203,615

Acquisition (Details Narrative)

Acquisition (Details Narrative) $ in Thousands	3 Months Ended
	Mar. 31, 2019USD ($)shares
Adjustment for reducing of accrued expenses	$ 1,900
Shares issued for lease settlement liability | shares	18,935
EAI Acquisition [Member]
Adjustment for reducing of accrued expenses	$ 100

Acquisition - Schedule of Asset

Acquisition - Schedule of Assets Acquired of Purchase Price (Details) - USD ($) $ in Thousands	Aug. 08, 2018	Mar. 31, 2019	Dec. 31, 2018
Goodwill		$ 148,055	$ 149,975
Evolution AI Corporation [Member]
Consideration Paid: Series X Convertible Preferred Stock (1,000,000 shares at a fair value of $211.50 per share)	$ 211,500
Property and equipment	22
Accounts payable	(2,291)
Accrued expenses	(3,205)
Notes payable (in default)	(3,634)
Warrant liability	(4,437)
Due to related parties and affiliates	(295)
Net liabilities assumed	(13,840)
Excess allocated to Intangible assets	143,453
Deferred tax liability	(36,944)
Non-controlling interest	(29,224)
Goodwill	148,055
Total Purchase Price	211,500
Evolution AI Corporation [Member] | Human Animation Technologies [Member]
Excess allocated to Intangible assets	123,436
Evolution AI Corporation [Member] | Trademark and Trade Names [Member]
Excess allocated to Intangible assets	7,746
Evolution AI Corporation [Member] | Animation and Visual Effects Technologies [Member]
Excess allocated to Intangible assets	6,016
Evolution AI Corporation [Member] | Digital Asset Library [Member]
Excess allocated to Intangible assets	$ 6,255

Acquisition - Schedule of Ass_2

Acquisition - Schedule of Assets Acquired of Purchase Price (Details) (Parenthetical) - Evolution AI Corporation [Member] - Series X Convertible Preferred Stock [Member]	Aug. 08, 2018$ / sharesshares
Number of shares issued for acquisition, shares | shares	1,000,000
Shares issued price per share | $ / shares	$ 211.50

Acquisition - Schedule of Pro F

Acquisition - Schedule of Pro Forma Information (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2019USD ($)
Business Combinations [Abstract]
Operating Revenues	$ 147
Net Loss	$ (5,133)

Investments (Details Narrative)

Investments (Details Narrative) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018	Dec. 31, 2018
Amount paid for investment	$ 1,000
Unfunded amount of investment	1,000
Accredited Investors [Member]
Proceeds from sale of profit interest	$ 200
Number of common shares issued	37,300
Sale of the profits interest, description	As a result of this sale of the profits interest, the Company will potentially distribute approximately 10% of its proceeds received in the Macau Show. The Company allocated 100% the amount of proceeds received from investors to the fair value of the profits interests based upon expected cash outflows on the Macau Shaw.
Panda Productions (HK) Limited [Member]
Investments, value	$ 2,000
Acquired interest rate on investment, percentage	2.00%
Amount paid for investment	$ 1,000
Unfunded amount of investment	$ 1,000

Intangible Assets (Details Narr

Intangible Assets (Details Narrative) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018
Goodwill and Intangible Assets Disclosure [Abstract]
Amortization expense	$ 5,158
Amortization period of intangible assets	6 years 4 months 24 days

Intangible Assets - Schedule of

Intangible Assets - Schedule of Intangible Assets Amortization Expense (Details) $ in Thousands	Mar. 31, 2019USD ($)
Goodwill and Intangible Assets Disclosure [Abstract]
2019 (nine months remaining)	$ 15,459
2020	20,612
2021	20,612
2022	20,612
2023	20,612
Thereafter	33,018
Total	$ 130,925

Accrued Expenses - Schedule of

Accrued Expenses - Schedule of Accrued Expenses (Details) - USD ($) $ in Thousands	Mar. 31, 2019	Dec. 31, 2018
Payables and Accruals [Abstract]
Payroll taxes (in arrears)	$ 1,308	$ 1,308
Accrued compensation	1,853	2,453
Legal and professional fees	316	765
Accrued litigation loss	524	524
Other	189	810
Total	$ 4,190	$ 5,860

Related Parties (Details Narrat

Related Parties (Details Narrative) - USD ($) $ in Thousands	Mar. 31, 2019	Dec. 31, 2018	Aug. 08, 2018	Oct. 31, 2015
Debt interest rate				5.00%
Accrued interest	$ 63	$ 45
Chief Executive Officer [Member]
Note payable due to related parties			$ 172
Debt interest rate			18.00%

Related Parties - Schedule of A

Related Parties - Schedule of Amount Owed to Related Parties (Details) - USD ($) $ in Thousands	Mar. 31, 2019	Dec. 31, 2018
Amounts owed to related parties	$ 416	$ 398
Alexander Bafer, Executive Chairman [Member]
Amounts owed to related parties	25	25
John Textor, Chief Executive Officer [Member]
Amounts owed to related parties	322	304
Other [Member]
Amounts owed to related parties	$ 69	$ 69

Note Payable (Details Narrative

Note Payable (Details Narrative) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2019	Dec. 31, 2018	Oct. 31, 2015
Interest rate			5.00%
Accrued interest	$ 63	$ 45
Number of shares acquired	18,935
Note Payable [Member] | Evolution AI Corporation [Member]
Notes payable	$ 2,700
Interest rate	10.00%
Debt instrument, maturity date	Oct. 1, 2018
Accrued interest	$ 1,100
Number of shares acquired	15,000,000
Note Payable [Member] | Evolution AI Corporation [Member] | Series X Convertible Preferred Stock [Member]
Conversion of Convertible Preferred Stock	10,000,000

Fair Value Measurements (Detail

Fair Value Measurements (Details Narrative) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018	Dec. 31, 2018
Fair Value Disclosures [Abstract]
Warrant liability expire date	Jan. 28, 2023
Warrant liability - subsidiary	$ 2,051		$ 4,528
Change in fair value of subsidiary warrant liability	$ 2,477
Discount percentage of stock price	50.00%

Fair Value Measurements - Sched

Fair Value Measurements - Schedule of Fair Value of Liabilities Measured on Recurring Basis (Details) - USD ($) $ in Thousands	Mar. 31, 2019	Dec. 31, 2018
Profits interest sold	$ 212
Quoted Prices in Active Markets (Level 1) [Member]
Total Derivative Liability
Profits interest sold
Warrant Liability
Total Fair Value
Quoted Prices in Active Markets (Level 1) [Member] | Convertible Notes [Member]
Total Derivative Liability
Quoted Prices in Active Markets (Level 1) [Member] | Related Party Convertible Notes [Member]
Total Derivative Liability
Significant Other Observable Inputs (Level 2) [Member]
Total Derivative Liability
Profits interest sold
Warrant Liability
Total Fair Value
Significant Other Observable Inputs (Level 2) [Member] | Convertible Notes [Member]
Total Derivative Liability
Significant Other Observable Inputs (Level 2) [Member] | Related Party Convertible Notes [Member]
Total Derivative Liability
Significant Unobservable Inputs (Level 3) [Member]
Total Derivative Liability	890	1,018
Profits interest sold	212
Warrant Liability	2,051	4,528
Total Fair Value	3,153	5,546
Significant Unobservable Inputs (Level 3) [Member] | Convertible Notes [Member]
Total Derivative Liability	321	469
Significant Unobservable Inputs (Level 3) [Member] | Related Party Convertible Notes [Member]
Total Derivative Liability	$ 569	$ 549

Fair Value Measurements - Sch_2

Fair Value Measurements - Schedule of Liability for Derivatives and Warrants (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2019USD ($)
Fair Value Disclosures [Abstract]
Fair Values of Derivatives at beginning	$ 1,018
Fair Values of Derivatives Change in fair value	(128)
Fair Values of Derivatives Additions
Fair Values of Derivatives at end	890
Fair Values of Warrants (assumed from subsidiary) at beginning	4,528
Fair Values of Warrants (assumed from subsidiary) Change in fair value	(2,477)
Fair Values of Warrants (assumed from subsidiary) Additions
Fair Values of Warrants (assumed from subsidiary) at end	2,051
Profits interest sold at beginning
Profits interest sold Change in fair value
Profits interest sold Additions	212
Profits interest sold at end	$ 212

Fair Value Measurements - Sch_3

Fair Value Measurements - Schedule of Warrant Liabilities, Change in Using Black Scholes to Monte Carlo Simulation Assumptions (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended	12 Months Ended
	Mar. 31, 2019	Dec. 31, 2018
Exercise Price	$ 0.75	$ 0.75
Stock price - subsidiary	$ 0.15	$ 0.22
Discount applied	50.00%	50.00%
Fair value of stock price	$ 0.04	$ 0.09
Number of subsidiary warrants outstanding	48,904,037	48,904,037
Warrant Liability	$ 2,051	$ 4,528
Risk Free Interest Rate [Member]
Fair value assumption, warrant percentage	2.22%	2.49%
Contractual Term (Years) [Member]
Fair value assumption, warrant Contractual term (years)	3 years 9 months 29 days	4 years 29 days
Expected Dividend Yield [Member]
Fair value assumption, warrant percentage	0.00%	0.00%
Expected Volatility [Member]
Fair value assumption, warrant percentage	85.80%	86.50%

Convertible Notes Payable and_3

Convertible Notes Payable and Convertible Notes Payable to Related Parties - Schedule of Convertible Notes Payable (Details) - USD ($) $ in Thousands		Nov. 26, 2018	Nov. 06, 2018	Dec. 28, 2016	Mar. 31, 2019		Dec. 31, 2018		Oct. 31, 2015
Stated Interest Rate									5.00%
Principal					$ 685		$ 889
Unamortized Discount					(222)		(456)
Variable Share Settlement Feature at Fair Value					890		1,018
Carrying Value					$ 1,354		$ 1,451
Chairman [Member]
Issuance Date	[1]				Oct. 12, 2015		Oct. 12, 2015
Stated Interest Rate	[1]				22.00%		22.00%
Maturity Date	[1]				Aug. 1, 2017		Aug. 1, 2017
Principal	[1]				$ 265		$ 265
Unamortized Discount	[1]				(1)
Variable Share Settlement Feature at Fair Value	[1]				569		549
Carrying Value	[1]				$ 833		$ 814
Shareholder [Member]
Issuance Date	[2]				Dec. 28, 2016		Dec. 28, 2016
Stated Interest Rate				3.00%	3.00%	[2]	3.00%	[2]
Maturity Date				Mar. 24, 2017	Mar. 24, 2017	[2]	Mar. 24, 2017	[2]
Principal	[2]				$ 50		$ 50
Unamortized Discount	[2]
Variable Share Settlement Feature at Fair Value	[2]
Carrying Value	[2]				50		50
Convertible Notes [Member]
Principal					371		574
Unamortized Discount					(221)		(456)
Variable Share Settlement Feature at Fair Value					321		469
Carrying Value					471		587
Convertible Notes - Related Parties [Member]
Principal					314		315
Unamortized Discount
Variable Share Settlement Feature at Fair Value					569		549
Carrying Value					$ 883		$ 864
Birchwood Capital, LLC [Member]
Issuance Date	[3]				Nov. 6, 2018		Nov. 6, 2018
Stated Interest Rate			10.00%		10.00%	[3]	10.00%	[3]
Maturity Date			May 6, 2019		May 6, 2019	[3]	May 6, 2019	[3]
Principal	[3]				$ 50		$ 50
Unamortized Discount	[3]				(10)		(35)
Variable Share Settlement Feature at Fair Value	[3]
Carrying Value	[3]				$ 40		$ 15
Power Up Lending Group [Member]
Issuance Date					Nov. 26, 2018	[4]	Aug. 24, 2018	[5],[6]
Stated Interest Rate		8.00%			8.00%	[4]	8.00%	[5],[6]
Maturity Date		Nov. 26, 2019			Nov. 26, 2019	[4]	Aug. 24, 2019	[5],[6]
Principal					$ 128	[4]	$ 203	[5],[6]
Unamortized Discount					(84)	[4]	(131)	[5],[6]
Variable Share Settlement Feature at Fair Value					97	[4]	152	[5],[6]
Carrying Value					$ 141	[4]	$ 224	[5],[6]
Adar Bays, LLC - Alef [Member]
Issuance Date	[7]				Nov. 28, 2018		Nov. 28, 2018
Stated Interest Rate	[7]				10.00%		10.00%
Maturity Date	[7]				Nov. 28, 2019		Nov. 28, 2019
Principal	[7]				$ 193		$ 193
Unamortized Discount	[7]				(127)		(175)
Variable Share Settlement Feature at Fair Value	[7]				224		221
Carrying Value	[7]				$ 290		$ 239
Power Up Lending Group [Member]
Issuance Date	[4]						Nov. 26, 2018
Stated Interest Rate	[4]						8.00%
Maturity Date	[4]						Nov. 26, 2019
Principal	[4]						$ 128
Unamortized Discount	[4]						(115)
Variable Share Settlement Feature at Fair Value	[4]						96
Carrying Value	[4]						$ 109
[1]	In July 2015, the Company issued convertible promissory notes to Mr. Bafer, Chairman, in exchange for the cancellation of previously issued promissory notes in the aggregate of $530,000 and accrued interest of $13,000 for a total of $543,000. The notes are unsecured, bear interest of 5% per annum, matured on October 1, 2015 and are convertible into shares of common stock at a conversion price equal to the lowest closing stock price during the 20 trading days prior to conversion with a 50% discount.
[2]	On December 28, 2016, the Company issued an unsecured convertible promissory note in the principal amount of $50,000 to a shareholder. The note bears interest at 3% per annum, was due on March 24, 2017, and is convertible into shares of common stock at a conversion price of $4,000 per share. The note is currently past due. Accrued interest was approximately $3,000 as of March 31, 2019 and December 31, 2018, respectively.
[3]	On November 6, 2018, the Company issued a convertible promissory note to Birchwood Capital, LLC in the amount of $50,000. The note is due on May 6, 2019 and bears interest at 10% per annum. The loan and any accrued interest may be converted into shares of the Company's common stock at a rate of $3.0 per share. The Company recorded a beneficial conversion feature discount of $50,000 on this note as of December 31, 2018.
[4]	On November 26, 2018, the Company issued a convertible promissory note to Power Up Lending Group, LLC in the amount of $128,000. The note is due on November 26, 2019 and bears interest at 8% per annum. The loan and any accrued interest may be converted into shares of the Company's common stock at a rate of 61% multiplied by the average for the three lowest traded prices during the previous ten (10) day trading period ending on the latest complete trading day prior to the conversion date.
[5]	On February 20, 2019, the Company settled the August 24, 2018, convertible promissory note issued to Power Up, repaying the principal balance of $202,500 and $66,369 for interest and penalties.
[6]	The (#) references the notes described below
[7]	On November 28, 2018, the Company issued a convertible promissory note to Adar Bays - Alef, LLC in the amount of $192,500. The note is due on November 28, 2019 and bears interest at 6% per annum. The loan and any accrued interest may be converted into shares of the Company's common stock at a rate of 53% multiplied by the lowest trading price during the previous twenty (20) day trading period ending on the latest complete trading day prior to the conversion date.

Convertible Notes Payable and_4

Convertible Notes Payable and Convertible Notes Payable to Related Parties - Schedule of Convertible Notes Payable (Details) (Parenthetical)

Feb. 20, 2019USD ($)

Nov. 28, 2018USD ($)d

Nov. 26, 2018USD ($)d

Nov. 06, 2018USD ($)$ / shares

Dec. 28, 2016USD ($)$ / shares

Jul. 31, 2016

Jul. 31, 2015USD ($)d

Mar. 31, 2019USD ($)

Mar. 31, 2018USD ($)

Dec. 31, 2018USD ($)

Oct. 31, 2015

Repayments of convertible debt

$ 203,000

$ 373,000

Interest rate

5.00%

Proceeds from convertible debt

$ 807,000

Accrued interest

$ 63,000

$ 45,000

Shareholder [Member]

Debt maturity date

Mar. 24, 2017

Mar. 24, 2017

[1]

Mar. 24, 2017

[1]

Interest rate

3.00%

3.00%

[1]

3.00%

[1]

Conversion price per share | $ / shares

$ 4,000

Convertible promissory note principal amount

$ 50,000

Accrued interest

$ 3,000

$ 3,000

Increased Term of Notes [Member]

Interest rate

22.00%

Mr. Bafer [Member]

Debt maturity date

Aug. 1, 2017

Oct. 1, 2015

Interest rate

5.00%

Conversion of interest rate

50.00%

Trading days | d

20

Proceeds from convertible debt

$ 530,000

Accrued interest related party

13,000

Convertible promissory note principal amount

$ 543,000

Power Up Lending Group [Member]

Repayments of convertible debt

$ 202,500

Repayments of interest and penalties

$ 66,369

Convertible promissory notes issued

$ 128,000

Debt maturity date

Nov. 26, 2019

Nov. 26, 2019

[2]

Aug. 24, 2019

[3],[4]

Interest rate

8.00%

8.00%

[2]

8.00%

[3],[4]

Conversion of interest rate

61.00%

Trading days | d

10

Birchwood Capital, LLC [Member]

Convertible promissory notes issued

$ 50,000

Debt maturity date

May 6, 2019

May 6, 2019

[5]

May 6, 2019

[5]

Interest rate

10.00%

10.00%

[5]

10.00%

[5]

Conversion price per share | $ / shares

$ 3

Beneficial conversion feature discount

$ 50,000

Adar Bays - Alef, LLC [Member]

Convertible promissory notes issued

$ 192,500

Debt maturity date

Nov. 28, 2019

Interest rate

6.00%

Conversion of interest rate

53.00%

Trading days | d

20

[1]

On December 28, 2016, the Company issued an unsecured convertible promissory note in the principal amount of $50,000 to a shareholder. The note bears interest at 3% per annum, was due on March 24, 2017, and is convertible into shares of common stock at a conversion price of $4,000 per share. The note is currently past due. Accrued interest was approximately $3,000 as of March 31, 2019 and December 31, 2018, respectively.

[2]

On November 26, 2018, the Company issued a convertible promissory note to Power Up Lending Group, LLC in the amount of $128,000. The note is due on November 26, 2019 and bears interest at 8% per annum. The loan and any accrued interest may be converted into shares of the Company's common stock at a rate of 61% multiplied by the average for the three lowest traded prices during the previous ten (10) day trading period ending on the latest complete trading day prior to the conversion date.

[3]

On February 20, 2019, the Company settled the August 24, 2018, convertible promissory note issued to Power Up, repaying the principal balance of $202,500 and $66,369 for interest and penalties.

[4]

The (#) references the notes described below

[5]

On November 6, 2018, the Company issued a convertible promissory note to Birchwood Capital, LLC in the amount of $50,000. The note is due on May 6, 2019 and bears interest at 10% per annum. The loan and any accrued interest may be converted into shares of the Company's common stock at a rate of $3.0 per share. The Company recorded a beneficial conversion feature discount of $50,000 on this note as of December 31, 2018.

Convertible Notes Payable and_5

Convertible Notes Payable and Convertible Notes Payable to Related Parties - Schedule of Derivative Liabilities Valuation Using Binomial Lattice Model Assumptions (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended	12 Months Ended
	Mar. 31, 2019	Dec. 31, 2018
Fair Value - Note Conversion Feature	$ 890	$ 1,018
Monte Carlo Method [Member]
Stock Price	$ 9.99	$ 6.75
Fair Value - Note Conversion Feature	$ 890	$ 1,018
Monte Carlo Method [Member] | Risk Free Interest Rate [Member]
Fair value assumptions, measurement input, percentages		261.00%
Monte Carlo Method [Member] | Risk Free Interest Rate [Member] | Minimum [Member]
Fair value assumptions, measurement input, percentages	2.41%
Monte Carlo Method [Member] | Risk Free Interest Rate [Member] | Maximum [Member]
Fair value assumptions, measurement input, percentages	2.43%
Monte Carlo Method [Member] | Contractual Term (Years) [Member]
Fair value assumptions, measurement input, term		8 months 23 days
Monte Carlo Method [Member] | Contractual Term (Years) [Member] | Minimum [Member]
Fair value assumptions, measurement input, term	4 months 2 days
Monte Carlo Method [Member] | Contractual Term (Years) [Member] | Maximum [Member]
Fair value assumptions, measurement input, term	7 months 28 days
Monte Carlo Method [Member] | Expected Dividend Yield [Member]
Fair value assumptions, measurement input, percentages	0.00%	0.00%
Monte Carlo Method [Member] | Expected Volatility [Member]
Fair value assumptions, measurement input, percentages		92.80%
Monte Carlo Method [Member] | Expected Volatility [Member] | Minimum [Member]
Fair value assumptions, measurement input, percentages	93.10%
Monte Carlo Method [Member] | Expected Volatility [Member] | Maximum [Member]
Fair value assumptions, measurement input, percentages	94.30%

Stockholders' Equity _ (Defic_3

Stockholders' Equity / (Deficit) (Details Narrative) - USD ($)	Feb. 28, 2019	Mar. 31, 2019	Mar. 31, 2019	Mar. 31, 2018	Jan. 09, 2019	Dec. 31, 2018
Common stock, shares authorized		400,000,000	400,000,000		400,000,000	400,000,000
Conversion of shares converted	15,000,000
Warrant exercise price		$ 0.75	$ 0.75			$ 0.75
Common stock issued for lease settlement			$ 130,000
Stock based compensation expense				410,000
2014 Equity Incentive Stock Plan [Member]
Options granted			166,667
Term of granted options			10 years
Stock based compensation expense				$ 500,000
Unrecognized stock-based compensation expense
Lease Settlement [Member]
Shares issued price per share		$ 6.90	$ 6.90
Common stock issued for lease settlement, shares			18,935
Common stock issued for lease settlement			$ 100,000
Investors [Member]
Warrants issued to purchase stock		200,000	200,000
Warrant exercise price		$ 11.31	$ 11.31
Private Placement [Member]
Proceeds from private placement		$ 1,100,000
Issuance of common stock, shares		93,910
Shares issued price per share		$ 11.28	$ 11.28
Private Placement [Member] | Investors [Member]
Proceeds from private placement			$ 700,000
Issuance of common stock, shares			284,188
Common Stock [Member]
Conversion of shares converted	15,000,000
Issuance of common stock, shares			378,098	91,200
Common stock issued for lease settlement, shares			18,935
Common stock issued for lease settlement
Series X Convertible Preferred Stock [Member]
Preferred stock, shares issued		0	0			1,000,000
Preferred stock, shares outstanding		0	0			1,000,000
Preferred stock, par value		$ 0.0001	$ 0.0001			$ 0.0001
Preferred stock voting rights			Series X Convertible Preferred shares have the rights to receive dividends or any distributions on a "as-converted basis" and also each series X Convertible Preferred stockholder held the right to 1 vote relative to each stockholder of common stock, on a "as-converted basis".
Conversion of shares converted	1,000,000		15

Stockholders' Equity _ (Defic_4

Stockholders' Equity / (Deficit) - Summary of Options Under Employee Stock Option Plan (Details) - Stock Options [Member]	3 Months Ended
	Mar. 31, 2019USD ($)$ / sharesshares
Number of Shares Outstanding, Beginning Balance	16,667
Number of Shares, issued
Number of Shares Outstanding, Ending Balance	16,667
Number of Shares, Options exercisable, Ending Balance	16,667
Weighted Average Exercise Price, Beginning Balance | $ / shares	$ 28.20
Weighted Average Exercise Price, Ending Balance | $ / shares	28.20
Weighted Average Exercise Price Options exercisable, Ending Balance | $ / shares	$ 28.20
Total intrinsic Value, Beginning Balance | $
Total intrinsic Value, Ending Balance | $
Total intrinsic Value Options exercisable, Ending Balance | $
Weighted average Remaining contractual Life (in years), Beginning Balance	9 years 1 month 6 days
Weighted average Remaining contractual Life (in years), Ending Balance	8 years 9 months 18 days
Weighted average Remaining contractual Life (in years) Options exercisable, Ending Balance	8 years 9 months 18 days

Stockholders' Equity _ (Defic_5

Stockholders' Equity / (Deficit) - Summary of Outstanding Warrants Activity (Details) - Warrants [Member]	3 Months Ended
	Mar. 31, 2019USD ($)$ / sharesshares
Number of Warrants Outstanding, Beginning Balance | shares	7
Number of Warrants Outstanding, Issued | shares	200,000
Number of Warrants Outstanding, Ending Balance | shares	200,007
Number of Warrants Exercisable, Ending Balance | shares	200,007
Weighted Average Exercise Price, Beginning Balance | $ / shares	$ 24,000
Weighted Average Exercise Price, Issued | $ / shares	11.31
Weighted Average Exercise Price, Ending Balance | $ / shares	12.15
Weighted Average Exercise Price, Ending Balance | $ / shares	$ 12.15
Total Intrinsic Value, Beginning Balance | $
Total Intrinsic Value, Issued | $
Total Intrinsic Value, Ending Balance | $
Total Intrinsic Value, Ending Balance | $
Weighted Average Remaining Contractual Life (in years), Beginning Balance	2 years 10 months 25 days
Weighted Average Remaining Contractual Life (in years), Issued	1 year
Weighted Average Remaining Contractual Life (in years), Ending Balance	1 year
Weighted Average Remaining Contractual Life (in years), Ending Balance	1 year

Leases (Details Narrative)

Leases (Details Narrative) - USD ($)	Feb. 14, 2019	Mar. 31, 2019	Dec. 31, 2018
Operating lease liabilities		$ 100,000
Right of use assets		$ 119,000
March 1, 2019 Until August 31, 2020 [Member]
Annual rent	$ 89,437
August 31, 2021 [Member]
Annual rent	94,884
August 31, 2022 [Member]
Annual rent	$ 97,730

Leases - Schedule of Operating

Leases - Schedule of Operating Leases (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2019USD ($)
Leases [Abstract]
Operating lease cost	$ 8
Variable lease cost	4
Operating lease expense	12
Short-term lease rent expense
Total rent expense	$ 12

Leases - Schedule of Supplement

Leases - Schedule of Supplemental Cash Flow and Other Information Related to Leases (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2019USD ($)
Leases [Abstract]
Operating cash flows from operating leases	$ 7
Right-of-use assets exchanged for operating lease liabilities	$ 125
Weighted-average remaining lease term - operating leases (in years)	1 year 4 months 24 days
Weighted-average discount rate - operating leases	10.00%

Leases - Schedule of Maturities

Leases - Schedule of Maturities of Operating Leases (Details) $ in Thousands	Mar. 31, 2019USD ($)
Leases [Abstract]
Nine months ended December 31, 2019	$ 75
Year Ended December 31, 2020	46
Total	121
Less present value discount	(2)
Operating lease liabilities	$ 119

Commitments and Contingencies (

Commitments and Contingencies (Details Narrative)	3 Months Ended
	Mar. 31, 2019USD ($)Integer$ / sharesshares	Mar. 31, 2018USD ($)	Dec. 31, 2018USD ($)
Common stock issued for lease settlement	$ 130,000
Closed Litigation [Member]
Number of legal matters | Integer	2
Loss contingency, accrued	$ 524,000		$ 524,000
Lease Settlement [Member]
Common stock issued for lease settlement, shares | shares	18,935
Common stock issued for lease settlement	$ 100,000
Shares issued price per share | $ / shares	$ 6.90