HMNY Helios and Matheson Analytics Inc (CE)

(1) Based on 4,729,367 shares of common stock outstanding as of November 18, 2016 as reported to the Company by the Company’s stock transfer agent.

Item 1.             Security and Issuer.

This Schedule 13D relates to the common stock, par value $0.01 per share, of Helios and Matheson Analytics Inc. (the “Company”). The Company is located at The Empire State Building, 350 5th Avenue, Suite 7520, New York, New York 10118.

Item 2.             Identity and Background.

(a) The reporting person’s name is Theodore Farnsworth.

(b) The reporting person’s address is c/o Helios and Matheson Analytics Inc., The Empire State Building, 350 5th Avenue, Suite 7520, New York, New York 10118.

(c) The reporting person is a director of the Company and the Chief Executive Officer of Zone Technologies, Inc., the Company’s wholly-owned subsidiary.

(d) The reporting person has not, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e) The reporting person was not, during the last five years, a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which the reporting person was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or a finding of any violation with respect to such laws.

(f) The reporting person is a citizen of the United States.

Item 3.             Source and Amount of Funds or Other Consideration.

The reporting person acquired 1,740,000 shares of the Company’s common stock (the “Merger Consideration”) as a result of the merger of Zone Acquisition, Inc., the Company’s wholly owned subsidiary, with and into Zone Technologies, Inc. The reporting person was the controlling shareholder of Zone Technologies, Inc. and exchanged all of his shares of common stock in Zone Technologies, Inc., which represented all of the shares of common stock outstanding, in exchange for the Merger Consideration.

Item 4.             Purpose of Transaction.

See Item 3 above. The reporting person is a director of the Company and the Chief Executive Officer of Zone Technologies, Inc., the Company’s wholly-owned subsidiary. As such, the Company may issue securities, including common stock or options to purchase the Company’s common stock, to the reporting person as compensation for his services. Otherwise, the reporting person does not, as of the date of this filing, have any plans or proposals that would relate to or result in:

(a) the acquisition of additional securities of the Company, or the disposition of securities of the Company, although the reporting person reserves the right to acquire or dispose of the Company’s securities in the future;

(b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Company or any of its subsidiaries;

(c) a sale or transfer of a material amount of assets of the Company or any of its subsidiaries;

(d) any change in the present board of directors or management of the Company, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board;

(e) any material change in the present capitalization or dividend policy of the Company, except as a change in the Company’s capitalization may result in the event of an offer and sale of the Company’s securities which may be made in order to raise funds for specific corporate purposes or working capital;

(f) any other material change in the Company’s business or corporate structure;

(g) changes in the Company’s charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Company by any person;

(h) causing a class of securities of the Company to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association;

(i) a class of equity securities of the Company becoming eligible for termination of registration pursuant to section 12(g)(4) of the Act; or

(j) any action similar to any of those enumerated above.

Item 5.             Interest in Securities of the Issuer.

The reporting person owns 1,740,000 shares of the Company’s common stock, representing approximately 36.8% of the shares of common stock outstanding, based on a report from the Company’s transfer agent dated November 18, 2016. The reporting person has sole voting and dispositive power over the common stock. Except as set forth in Item 3 above, the reporting person has not effected any transaction in the Company’s common stock during the last 60 days.

Item 6.             Contracts, Arrangements, Undertakings or Relationships with Respect to Securities of the Issuer.

Not applicable.  

Item 7.              Material to be Filed as Exhibits.

Exhibit 99.1     Agreement and Plan of Merger dated July 7, 2016 by and among Helios and Matheson Analytics Inc., Zone Acquisition, Inc. and Zone Technologies, Inc. (1)

Exhibit 99.2     Waiver and First Amendment to Agreement and Plan of Merger (2)

Exhibit 99.3     Acknowledgement of Satisfaction of Condition and Second Amendment to Agreement and Plan of Merger (3)

(1) Incorporated by reference from the Current Report on Form 8-K filed by the Company on July 12, 2016.

(2) Incorporated by reference from the Current Report on Form 8-K filed by the Company on August 31, 2016.

(3) Incorporated by reference from the Current Report on Form 8-K filed by the Company on September 22, 2016.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: December 9, 2016

/s/ Theodore Farnsworth                                                              

Theodore Farnsworth