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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-K
  þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
 For the fiscal year endedDecember 31, 2007
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
 For the transition period from  to
 Commission File No. 1-14332
 HOLLYWOOD MEDIA CORP.
  Florida
    
    65-0385686(State or other jurisdiction of
    
    (I.R.S. Employerincorporation or organization)
    
    Identification No.)2255 Glades Road, Suite 221ABoca Raton, Florida
    
    33431(Address of principal executive offices)
    
    (Zip Code)
 (561) 998-8000  (Registrants telephone number)
  Title of each class
    
    Name of each exchange on which registeredCommon stock, par value $.01 per share
    
    The NASDAQ Stock Market LLC
  Common stock, par value $.01 per share
 o þ
 o þ
 þ o
 o
  Large accelerated filer o
    
    Accelerated filer þ
    
    Non-accelerated filer   o
(Do not check if a smaller reporting company)
    
    Smaller Reporting Company o
 o þ




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HOLLYWOOD MEDIA CORP.
FORM 10-K
FOR THE YEAR ENDED
DECEMBER 31, 2007
 Table of Contents
 Page No.CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
    
    iiiPART IItem 1. Business
    
    1Item 1A. Risk Factors
    
    6-15Item 1B. Unresolved Staff Comments
    
    15Item 2. Properties
    
    15Item 3. Legal Proceedings
    
    15Item 4. Submission of Matters to a Vote of Shareholders
    
    15-16PART IIItem 5. Market for Common Equity, Related Stockholder Matters and Issuer
Purchases of Equity Securities
    
    17-19Item 6. Selected Financial Data
    
    20-22Item 7. Managements Discussion and Analysis of Financial Condition and Results of
Operation
    
    22-35Item 7A. Quantitative and Qualitative Disclosures About Market Risk
    
    35-36Item 8. Financial Statements and Supplementary Data
    
    37-83Item 9. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure
    
    84Item 9A. Controls and Procedures
    
    84-88Item 9B. Other Information
    
    89PART IIIItem 10. Directors, Executive Officers and Corporate Governance
    
    90Item 11. Executive Compensation
    
    90
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Page No.Item 12. Security Ownership of Certain Beneficial Owners and Management and Related
Stockholder Matters
    
    90Item 13. Certain Relationships and Related Transactions, and Director Independence
    
    90Item 14. Principal Accounting Fees and Services
    
    90PART IVItem 15. Exhibits, Financial Statement Schedules
    
    91EX-23.1 Consent of Kaufman, Rossin & Co., P.A.EX-31.1 Section 302 Certification of CEOEX-31.2 Section 302 Certification of CAOEX-32.1 Section 906 Certification of CEOEX-32.2 Section 906 Certification of CAO
  ii




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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
  
    
    our continuing operating losses,
    
    negative cash flows and accumulated deficit,
    
    the need to manage our growth,
    
    our ability to develop and maintain strategic relationships,
    
    our ability to compete with other media and Internet companies and other
competitors,
    
    our ability to maintain and obtain sufficient capital to finance our growth and
operations,
    
    our ability to realize anticipated revenues and cost efficiencies,
    
    technology risks and risks of doing business over the Internet,
    
    government regulation,
    
    adverse economic factors such as recession, war, terrorism, international incidents
or labor strikes and disputes,
    
    our ability to achieve and maintain effective internal controls,
    
    dependence on our founders, and our ability to recruit and retain key personnel, and
    
    the volatility of our stock price.
   iii




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PART I
 
 Item 1. Business .
 
  Major Business Divisions of Hollywood Media.
       1




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Tom Clancys NetForce.
   Other Business and Financial Information.
 SEC Reports Available on Internet. www.hollywood.com www.nasdaq.com www.sec.gov
 Broadway Ticketing Division
 Broadway Ticketing: Broadway.com, 1-800-BROADWAY, Theatre Direct International (TDI), and
Theatre.com (collectively called Broadway Ticketing).
 Broadway.com and 1-800-BROADWAY.
 2




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TDI
  Theatre.com.
 Ad Sales Division
 Hollywood.com
  CinemasOnline
 3




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Cable TV
   Intellectual Properties Business
 Book Development and Book Licensing
 Intellectual Properties Neil Gaimans Mr. Hero, Neil Gaimans Lady Justice, Anne McCaffreys
Acorna the Unicorn Girl Leonard Nimoys Primortals Mickey Spillanes Mike Danger
 4




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Mickey Spillanes Mike Danger Leonard Nimoys Primortals
 NetCo Partners Tom Clancys NetForce Tom
Clancys NetForce Tad Williams
MirrorWorld Arthur C Clarkes Worlds of Alexander Neil Gaimans Lifers Anne McCaffreys
Saraband Tom Clancys NetForce NetForce NetForce NetForce
 MovieTickets.com, Inc.
    5




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Employees
  
 Item 1A. Risk Factors .
 Risks of Investing in Our Shares
  We have a history of losses and an accumulated deficit. Our operating results could fluctuate
significantly on a quarterly and annual basis.
   6




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
    
    seasonal and other variations in the demand for Broadway tickets and resulting
variations in our revenue from Broadway ticket sales;
    
    our ability to sell advertisements to be displayed on our websites and on our cable
TV networks;
    
    seasonal and other trends in Internet usage and Internet sales and advertising
placements;
    
    our ability to enter into or renew strategic relationships and agreements with media
organizations, websites and authors;
    
    the amount and timing of our marketing expenditures and other costs relating to the
expansion of our operations;
    
    new products, websites or Internet services introduced by us or our competitors; and
    
    technical difficulties, security concerns or system downtime affecting the Internet
generally or the operation of our websites in particular.
  There can be no assurance that any disposition or other strategic transaction will occur or,
if one is undertaken, of its potential terms or timing.
  We may not be able to compete successfully .
 Ticketing Businesses
 
    
    telephone services, wireless services and websites targeted to entertainment
enthusiasts, moviegoers, theatergoers and other eventgoers, which feature directories
of movies, shows, events, showtimes, theater and event locations and related content,
and also allow users to purchase tickets;
    
    traditional ticketing organizations, companies, agents and brokers;
    
    the box office at each of the venues that hold events for which we sell tickets; and
    
    ticket resellers and other participants in the secondary ticketing market
 Internet Businesses.
 
    
    online services or websites targeted to entertainment enthusiasts, particularly
moviegoers and theatergoers, such as IMDb.com;
    
    publishers and distributors of traditional off-line media, such as television, radio
and print, including those targeted to movie enthusiasts, many of which have
established or may establish websites, such as Eonline.com;
 7




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
    
    traditional movie and entertainment organizations including the Walt Disney Company
and Warner Bros.;
    
    general purpose consumer online services such as AOL, Yahoo!, and MSN, each of which
provides access to movie-related information and services; and
    
    web search and retrieval and other online services, such as Google, Yahoo! and other
high-traffic websites.
   Intellectual Properties and Book Development and Licensing Businesses.
 We may not be able to successfully protect our trademarks and proprietary rights.
 Internet Businesses.
 8




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Intellectual Properties Business
   We may become subject to liability for infringement of third-party intellectual property
rights.
  9




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We must manage our growth in order to achieve the desired results.
  
    
    problems retaining key technical and managerial personnel;
    
    the availability of financing to make acquisitions;
    
    additional expenses of acquired businesses; and
    
    the inability to maintain relationships with the customers or other business
partners of acquired businesses.
  We are dependent on our ability to develop strategic relationships with media, entertainment
and Internet organizations .
   Our operations could be negatively impacted by systems interruptions.
  We are subject to additional security risks by doing business over the Internet.
  10




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We may not be able to adapt as technologies and customer expectations continue to evolve.
  If our suppliers of tickets for Broadway shows did not sell us all the tickets we wish to buy,
our financial results may be adversely affected.
  Government regulation of the Internet could impact our business.
   11




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We are dependent on Mitchell Rubenstein and Laurie S. Silvers, our founders.
  Our ability to attract qualified personnel and retain certain key personnel is critical to our
business.
   We may be liable for the content we make available on the Internet.
  We have authorized but unissued preferred stock, which could affect rights of holders of
common stock .
  12




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Our articles of incorporation, bylaws, shareholders rights plan and Florida law may
discourage takeover attempts.
    Our stock price is volatile .
  Future sales of our common stock in the public market could adversely affect our stock price
and our ability to raise funds in new stock offerings.
  13




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We may require additional capital to finance our growth or operations and there can be no
assurance that additional financing will be available on favorable terms.
  Changes in securities laws and regulations may increase our costs.
  We have identified a material weakness in our evaluation of internal controls over financial
reporting under Section 404 of the Sarbanes-Oxley Act of 2002; failure to achieve and maintain
effective internal controls could have a material adverse effect on our business and stock price.
  We are exposed to market risk related to changes in interest rates and fluctuations in foreign
currency exchange rates.
  14




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Other economic factors may adversely affect our future results or the market price of our
stock (such as recession, war, terrorism).
  
 Item 1B. Unresolved Staff Comments .
  
 Item 2. Properties .
  CurrentLocation
    
    Square Feet
    
    Monthly Rent
    
    Expiration DateCorporate Headquarters,
Hollywood.com and
Hollywood.com Television
production
Boca Raton, FL
    
    
    13,131
    
    
    $
    24,619
    
    
    November 30, 2012Theatre Direct,
    
    
    550
    
    
    $
    1,700
    
    
    March 31, 2009Broadway.com and
    
    
    3,230
    
    
    $
    10,000
    
    
    March 31, 20091-800-BROADWAY
    
    
    3,250
    
    
    $
    8,396
    
    
    March 31, 2009New York, NY
    
    
    21,600
    
    
    $
    59,040
    
    
    January 31, 2017Tekno Books 
Green Bay, WI
    
    
    2,025
463
    
    
    $
$
    1,446
355
    
    
    Month to Month
Month to MonthCinemasOnline
    
    
    3,710
    
    
    $
    5,287
    
    
    November 20, 2008Lancashire, UKHollywood.com 

Los Angeles, CA
    
    
    3,258
    
    
    $
    7,819
    
    
    August 31, 2012
 
 Item 3. Legal Proceedings .
  
 Item 4. Submission of Matters to a Vote of Shareholders .
  15




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Vote On Election of Directors
  Director Nominees
    
    Votes For
    
    Votes WithheldMitchell Rubenstein
    
    22,400,441
    
    2,149,770Laurie S. Silvers
    
    22,351,314
    
    2,198,897Harry T. Hoffman
    
    22,348,814
    
    2,201,397Robert E. McAllan
    
    22,420,479
    
    2,129,732Deborah J. Simon
    
    18,299,928
    
    6,250,283Robert Epstein
    
    22,735,478
    
    1,814,733
 Vote on Ratification of Public Accounting Firm
  VotesFor
    
    
    24,526,350Against
    
    
    18,576Abstain
    
    
    5,285Broker Non-Votes
    
    
    0
 16




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PART II
 
 Item 5. Market for Common Equity, Related Stockholder Matters and Issuer Purchases of Equity
Securities .
 Market for Common Stock
  High
    
    Low2006First Quarter
    
    $5.13
    
    $4.14Second Quarter
    
    $4.89
    
    $3.61Third Quarter
    
    $4.24
    
    $3.20Fourth Quarter
    
    $4.40
    
    $3.802007First Quarter
    
    $4.64
    
    $3.79Second Quarter
    
    $4.75
    
    $3.88Third Quarter
    
    $4.37
    
    $3.16Fourth Quarter
    
    $3.70
    
    $2.24
 Holders of Common Stock
  Dividend Policy
  Recent Sales of Unregistered Securities
  Issuer Repurchases of Equity Securities
  17




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MaximumTotal Number of
    
    ApproximateShares Purchased
    
    Dollar Value of Sharesas Part of Publicly
    
    that May Yet BeTotal Number of
    
    Average Price
    
    Announced Plans
    
    Purchased Under thePeriod
    
    Shares Purchased (1)
    
    Paid Per Share
    
    or Programs (1)
    
    Plans or ProgramsOctober 1, 2007 through October 31, 2007
    
    
    
    
    
    $
    
    
    
    
    
    
    
    $
    November 1, 2007 through November 30, 2007
    
    
    2,003,660
    
    
    
    2.55
    
    
    
    2,003,660
    
    
    
    December 1, 2007 through December 31, 2007
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Total
    
    
    2,003,660
    
    
    $
    2.55
    
    
    
    2,003,660
    
    
    $
    4,895,796
    (2)
 
 (1)
    
    All purchases during the fourth quarter of 2007 were pursuant to the repurchase program
described above which was publicly announced on October 1, 2007.(2)
    
    As of December 31, 2007, calculated by subtracting (i) the total price paid for all shares
purchased under the repurchase program through December 31, 2007 ($5,104,204), from (ii) the
$10 million potential maximum dollar value of repurchases approved under the life of the plan. 18




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Performance Graph
  
    
    Hollywood Medias common stock;
    
    The NASDAQ Composite Index; and
    
    The Standard & Poors Media Industry Index
 COMPARISON
OF 5 YEAR CUMULATIVE TOTAL RETURN*
 
 
 *
    
    $100 invested on 12/31/02 in stock or index-including reinvestment of dividends.

Fiscal year ending December 31. 19




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Item 6. Selected Financial Data .
  Discontinued Operations
  Sale of Showtimes Business Unit to West World Media LLC
  Sale of Baseline/StudioSystems Business Unit to The New York Times Company
  20




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YEARS ENDED DECEMBER 31,2007
    
    
    2006
    
    
    2005
    
    
    2004
    
    
    2003STATEMENT OF OPERATIONS DATA:Net revenuesTicketing
    
    $
    111,731,398
    
    
    $
    98,102,961
    
    
    $
    78,890,718
    
    
    $
    59,689,971
    
    
    $
    52,266,539Other
    
    
    12,149,825
    
    
    
    11,314,021
    
    
    
    6,105,090
    
    
    
    5,298,223
    
    
    
    5,651,451Total net revenues
    
    
    123,881,223
    
    
    
    109,416,982
    
    
    
    84,995,808
    
    
    
    64,988,194
    
    
    
    57,917,990Operating Costs and ExpensesCost of revenues  ticketing
    
    
    93,367,536
    
    
    
    81,928,952
    
    
    
    67,515,534
    
    
    
    51,781,133
    
    
    
    44,850,254Editorial, production, development and
technology (exclusive of depreciation,
and amortization shown separately below)
    
    
    6,286,130
    
    
    
    5,331,498
    
    
    
    2,991,091
    
    
    
    2,365,726
    
    
    
    2,628,808Selling, general and administrative
    
    
    16,321,373
    
    
    
    14,884,268
    
    
    
    10,818,088
    
    
    
    9,677,373
    
    
    
    6,881,939Payroll & benefits
    
    
    16,072,400
    
    
    
    14,117,379
    
    
    
    13,586,986
    
    
    
    10,130,018
    
    
    
    8,968,640Amortization of CBS advertising
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    38,807
    
    
    
    885,974Depreciation and amortization
    
    
    1,847,171
    
    
    
    1,702,427
    
    
    
    1,269,146
    
    
    
    1,476,435
    
    
    
    1,866,519Total operating costs and expenses
    
    
    133,894,610
    
    
    
    117,964,524
    
    
    
    96,180,845
    
    
    
    75,469,492
    
    
    
    66,082,134Loss from operations
    
    
    (10,013,387
    )
    
    
    (8,547,542
    )
    
    
    (11,185,037
    )
    
    
    (10,481,298
    )
    
    
    (8,164,144
    )Equity in earnings of unconsolidated investees
    
    
    4,747
    
    
    
    12,227
    
    
    
    533,228
    
    
    
    576,317
    
    
    
    957,681Other income (expense)Interest, net
    
    
    199,437
    
    
    
    (1,787,735
    )
    
    
    (545,597
    )
    
    
    (2,580,611
    )
    
    
    (1,377,926
    )Change in derivative liability
    
    
    
    
    
    
    640,536
    
    
    
    87,037
    
    
    
    
    
    
    
    Other, net
    
    
    (59,572
    )
    
    
    3,910
    
    
    
    44,862
    
    
    
    3,667
    
    
    
    (376,258
    )Loss from continuing operations before minority
interest
    
    
    (9,868,775
    )
    
    
    (9,678,604
    )
    
    
    (11,065,507
    )
    
    
    (12,481,925
    )
    
    
    (8,960,647
    )Minority interest in (income) losses of subsidiaries
    
    
    3,241
    
    
    
    4,910
    
    
    
    (168,107
    )
    
    
    (388,383
    )
    
    
    (564,233
    )Loss from continuing operations
    
    
    (9,865,534
    )
    
    
    (9,673,694
    )
    
    
    (11,233,614
    )
    
    
    (12,870,308
    )
    
    
    (9,524,880
    )Gain on sale of discontinued operations, net of
income taxes
    
    
    10,254,287
    
    
    
    16,328,241
    
    
    
    
    
    
    
    
    
    
    
    Income from discontinued operations
    
    
    1,345,856
    
    
    
    2,867,966
    
    
    
    2,320,432
    
    
    
    1,272,509
    
    
    
    2,083,193Income from discontinued operations
    
    
    11,600,143
    
    
    
    19,196,207
    
    
    
    2,320,432
    
    
    
    1,272,509
    
    
    
    2,083,193Net income (loss)
    
    $
    1,734,609
    
    
    $
    9,522,513
    
    
    $
    (8,913,182
    )
    
    $
    (11,597,799
    )
    
    $
    (7,441,687
    )Basic and diluted income (loss) per common shareContinuing operations
    
    $
    (0.30
    )
    
    $
    (0.30
    )
    
    $
    (0.36
    )
    
    $
    (0.46
    )
    
    $
    (0.46
    )Discontinued operations
    
    
    0.35
    
    
    
    0.59
    
    
    
    0.08
    
    
    
    0.04
    
    
    
    0.10Total basic and diluted net income (loss) per share
    
    $
    0.05
    
    
    $
    0.29
    
    
    $
    (0.28
    )
    
    $
    (0.42
    )
    
    $
    (0.36
    )Weighted average common and common
equivalent shares outstanding -
basic and diluted
    
    
    33,303,886
    
    
    
    32,761,848
    
    
    
    31,470,307
    
    
    
    27,784,850
    
    
    
    20,829,183
 21




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##### Table of Contents



AS OF DECEMBER 31,2007
    
    
    2006
    
    
    2005
    
    
    2004
    
    
    2003CONSOLIDATED BALANCE SHEET DATA:Cash and cash equivalents
    
    $
    26,758,550
    
    
    $
    27,448,649
    
    
    $
    6,926,313
    
    
    $
    6,075,508
    
    
    $
    1,864,648Working capital (deficit)
    
    
    20,128,557
    
    
    
    16,380,362
    
    
    
    (3,396,040
    )
    
    
    (1,951,662
    )
    
    
    (6,490,321
    )Total assets
    
    
    93,978,836
    
    
    
    100,009,604
    
    
    
    83,302,950
    
    
    
    69,811,599
    
    
    
    56,881,021Capital lease obligations, including current portion
    
    
    397,780
    
    
    
    77,588
    
    
    
    106,993
    
    
    
    156,313
    
    
    
    406,328Convertible debentures   net
    
    
    
    
    
    
    
    
    
    
    940,927
    
    
    
    799,152
    
    
    
    4,027,629Senior Unsecured Notes
    
    
    
    
    
    
    6,375,399
    
    
    
    5,402,255
    
    
    
    
    
    
    
    Total shareholders equity
    
    $
    55,600,403
    
    
    $
    55,699,417
    
    
    $
    42,399,092
    
    
    $
    47,149,270
    
    
    $
    34,285,699
 
 Item 7. Managements Discussion and Analysis of Financial Condition and Results of
Operation .
  Overview
  RESULTS OF OPERATIONS
 Year ended December 31, 2007 (fiscal 2007) as compared to the year ended December 31, 2006
(fiscal 2006) and year ended December 31, 2005 (fiscal 2005).
 Composition of our business segments are as follows:
 
    
    Broadway Ticketing sells tickets and related hotel and restaurant packages via
Broadway.com, 1-800-BROADWAY and TDI to live theater events on Broadway, Off-Broadway and
Londons West End, to individual consumers, groups and domestic and international travel
professionals, including travel agencies, tour operators, and educational institutions.
Beginning in late September 2007, sales for events in Londons West End are fulfilled
through a partnership arrangement between Theatre.com and an unrelated London-based ticket
agency. This segment also generates revenue from the sale of sponsorships on Broadway.com.
    
    Ad Sales sells advertising on Hollywood.com and MovieTickets.com, and includes
CinemasOnline which sells advertising on cinema and live theater websites in the U.K.
Hollywood.com receives commissions on the ads it sells on MovieTickets.com.
    
    Intellectual Properties owns or controls the exclusive rights to certain intellectual
properties created by best-selling authors and media celebrities, which it licenses for
book and other media. This segment includes a 51% interest in Tekno Books, and a book
development business, and this segment does not include our 50% interest in NetCo Partners.
 22




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##### Table of Contents




    
    Cable TV comprised of Hollywood.com Television and Broadway.com Television, free VOD
channels that offer interactive entertainment information with on-demand video content to
subscribers in certain cable TV systems.
    
    Other is comprised of payroll and benefits for corporate and administrative personnel
as well as other corporate-wide expenses, such as audit fees, proxy costs, insurance,
centralized information technology, and includes consulting and other fees and costs
relating to compliance with the provisions of the Sarbanes-Oxley Act of 2002 that require
Hollywood Media to assess and report on internal control over financial reporting, and
related development of controls.
 Results of Discontinued Operations
 Sale of Showtimes Business Unit to West World Media
  Sale of Baseline/StudioSystems Business Unit to The New York Times Company
   2007
    
    
    2006
    
    
    2005Operating revenue
    
    $
    4,322,810
    
    
    $
    10,165,725
    
    
    $
    10,618,631Gain on sale of discontinued operations net of
income taxes of $569,298 and $524,265
for fiscal 2007 and fiscal 2006, respectively
    
    
    10,254,287
    
    
    
    16,328,241
    
    
    
    Income from discontinued operations
    
    
    1,345,856
    
    
    
    2,867,966
    
    
    
    2,320,432Income from discontinued operations
    
    $
    11,600,143
    
    
    $
    19,196,207
    
    
    $
    2,320,432
 Results of Continuing Operations
  23




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##### Table of Contents



2006 to
    
    
    2006 toNet Revenues
    
    
    2007
    
    
    2007Net Revenues Analysis
    
    2007
    
    
    2006
    
    
    Change
    
    
    ChangeBroadway Ticketing
    
    $
    111,731,398
    
    
    $
    98,102,961
    
    
    $
    13,628,437
    
    
    
    14%Ad Sales
    
    
    10,891,517
    
    
    
    9,909,996
    
    
    
    981,521
    
    
    
    10%Intellectual Properties
    
    
    1,061,118
    
    
    
    1,229,126
    
    
    
    (168,008
    )
    
    
    (14%)Cable TV
    
    
    197,190
    
    
    
    174,899
    
    
    
    22,291
    
    
    
    13%Other
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    TOTALS
    
    $
    123,881,223
    
    
    $
    109,416,982
    
    
    $
    14,464,241
    
    
    
    13%
 2005 to
    
    
    2005 toNet Revenues
    
    
    2006
    
    
    20062006
    
    
    2005
    
    
    Change
    
    
    ChangeBroadway Ticketing
    
    $
    98,102,961
    
    
    $
    78,890,718
    
    
    $
    19,212,243
    
    
    
    24%Ad Sales
    
    
    9,909,996
    
    
    
    4,513,676
    
    
    
    5,396,320
    
    
    
    120%Intellectual Properties
    
    
    1,229,126
    
    
    
    1,550,580
    
    
    
    (321,454
    )
    
    
    (21%)Cable TV
    
    
    174,899
    
    
    
    40,834
    
    
    
    134,065
    
    
    
    328%Other
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    TOTALS
    
    $
    109,416,982
    
    
    $
    84,995,808
    
    
    $
    24,421,174
    
    
    
    29%
 2006 to
    
    
    2006 toOperating Expenses
    
    
    2007
    
    
    2007Operating Expense Analysis
    
    2007
    
    
    2006
    
    
    Change
    
    
    ChangeBroadway Ticketing
    
    $
    108,380,905
    
    
    $
    94,165,013
    
    
    $
    14,215,892
    
    
    
    15%Ad Sales
    
    
    13,131,475
    
    
    
    10,888,395
    
    
    
    2,243,080
    
    
    
    21%Intellectual Properties
    
    
    1,070,036
    
    
    
    1,065,173
    
    
    
    4,863
    
    
    
    0%Cable TV
    
    
    776,403
    
    
    
    748,353
    
    
    
    28,050
    
    
    
    4%Other
    
    
    10,535,791
    
    
    
    11,097,590
    
    
    
    (561,799
    )
    
    
    (5%)TOTALS
    
    $
    133,894,610
    
    
    $
    117,964,524
    
    
    $
    15,930,086
    
    
    
    14%
 2005 to
    
    
    2005 toOperating Expenses
    
    
    2006
    
    
    20062006
    
    
    2005
    
    
    Change
    
    
    ChangeBroadway Ticketing
    
    $
    94,165,013
    
    
    $
    76,092,532
    
    
    $
    18,072,481
    
    
    
    24%Ad Sales
    
    
    10,888,395
    
    
    
    6,362,487
    
    
    
    4,525,908
    
    
    
    71%Intellectual Properties
    
    
    1,065,173
    
    
    
    1,170,944
    
    
    
    (105,771
    )
    
    
    (9%)Cable TV
    
    
    748,353
    
    
    
    720,766
    
    
    
    27,587
    
    
    
    4%Other
    
    
    11,097,590
    
    
    
    11,834,116
    
    
    
    (736,526
    )
    
    
    (6%)TOTALS
    
    $
    117,964,524
    
    
    $
    96,180,845
    
    
    $
    21,783,679
    
    
    
    23%
 24




---



##### Table of Contents



Comparison of Percentage Changes in Net Revenues and Operating Expenses
 2006 to 2007
    
    
    2006 to 2007
    
    
    2005 to 2006
    
    
    2005 to 2006Revenues
    
    
    Operating Expenses
    
    
    Revenues
    
    
    Operating ExpensesIncrease (decrease) in -
Broadway Ticketing
    
    
    14
    %
    
    
    15
    %
    
    
    24
    %
    
    
    24
    %Ad Sales
    
    
    10
    %
    
    
    21
    %
    
    
    120
    %
    
    
    71
    %Intellectual Properties
    
    
    (14
    %)
    
    
    0
    %
    
    
    (21
    %)
    
    
    (9
    %)Cable TV
    
    
    13
    %
    
    
    4
    %
    
    
    328
    %
    
    
    4
    %Other
    
    
    
    
    
    
    (5
    %)
    
    
    
    
    
    
    (6
    %)TOTALS
    
    
    13
    %
    
    
    14
    %
    
    
    29
    %
    
    
    23
    %
 Note Regarding Impact of Broadway Strike
  Net Revenues
    25




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##### Table of Contents



Equity in Earnings of Unconsolidated Investees
  For the years ended December 31,2007
    
    
    2006
    
    
    2005NetCo Partners (a)
    
    $
    4,747
    
    
    $
    12,227
    
    
    $
    533,228MovieTickets.com (b)
    
    
    
    
    
    
    
    
    
    
    $
    4,747
    
    
    $
    12,227
    
    
    $
    533,228
  Tom Clancys NetForce Tom Clancys NetForce
   26




---



##### Table of Contents



Operating Expenses
 Cost of Revenues  Ticketing.
  Editorial, Production, Development and Technology.
 Selling, General and Administrative.
 27




---



##### Table of Contents



Payroll and Benefits.
     Depreciation and Amortization.
  28




---



##### Table of Contents



Interest, net.
  Change in derivative liability.
  Net Income (Loss).
  LIQUIDITY AND CAPITAL RESOURCES
 Cash Balance at Year End; Sources and Uses of Cash
    29




---



##### Table of Contents



Sale of Showtimes Business Unit to West World Media LLC
  Acquisition of Showtix Business
  Sale of Baseline StudioSystems Business Unit to The New York Times Company
  2004 Private Placement
  30




---



##### Table of Contents



Senior Unsecured Notes Issued in 2005
  Capital Expenditures
  Outlook
   31




---



##### Table of Contents



Authorization of Stock Repurchase Program
   Contractual Obligations
  Payments Due by PeriodContractual
    
    
    
    
    
    Less than
    
    
    Years
    
    
    Years
    
    
    AfterObligations
    
    Total
    
    
    1 Year
    
    
    1-3
    
    
    4-5
    
    
    5 YearsCapital lease obligations (1)
    
    $
    474,413
    
    
    $
    186,300
    
    
    $
    283,330
    
    
    $
    4,783
    
    
    $
    Operating lease obligations (2)
    
    
    9,876,931
    
    
    
    1,304,161
    
    
    
    3,619,004
    
    
    
    2,072,715
    
    
    
    2,881,051Total contractual obligations
    
    $
    10,351,344
    
    
    $
    1,490,461
    
    
    $
    3,902,334
    
    
    $
    2,077,498
    
    
    $
    2,881,051
  (1)
    
    Capital lease obligations are future lease payments under capital leases inclusive of
interest.(2)
    
    Operating lease obligations include leases pertaining to various leased offices and
facilities and those classified as operating leases for financial statement purposes.
Certain leases provide for payment of real estate taxes, common area maintenance,
insurance, and certain other expenses. Lease terms expire at various dates through the
year 2017. Also, certain equipment used in Hollywood Medias operations is leased under
operating leases. Off-Balance Sheet Arrangements
  Critical Accounting Policies
  32




---



##### Table of Contents



Allowance for Doubtful Accounts
  Ticketing Revenue Recognition
     Reporting Revenue Gross as a Principal versus Net as an Agent.
 33




---



##### Table of Contents



Stock Based Compensation
   Impairment of Long-Lived Assets
  34




---



##### Table of Contents



Inflation and Seasonality
 ©
 
 Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK .
  35




---



##### Table of Contents



36




---



##### Table of Contents



Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA .
 INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
 PageReport of Independent Registered Public Accounting Firm
    
    35Consolidated Balance Sheets as of December 31, 2007 and December 31, 2006
    
    
    36Consolidated Statements of Operations for the Years Ended December 31, 2007, 2006
and 2005
    
    
    37Consolidated Statements of Shareholders Equity for the Years Ended December 31,
2007, 2006 and 2005
    
    
    38Consolidated Statements of Cash Flows for the Years Ended December 31, 2007,
2006 and 2005
    
    
    39Notes to Consolidated Financial Statements
    
    
    40
 37




---



##### Table of Contents



REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
       Share-Based Payment
 Accounting for Registration Payment Arrangements
 Internal Control-Integrated Framework
    38




---



##### Table of Contents



HOLLYWOOD MEDIA CORP. AND SUBSIDIARIES
 
 CONSOLIDATED BALANCE SHEETS
 December 31,
    
    
    December 31,2007
    
    
    2006ASSETSCURRENT ASSETSCash and cash equivalents
    
    $
    26,758,550
    
    
    $
    27,448,649Receivables, net
    
    
    3,038,711
    
    
    
    3,345,757Inventories held for sale
    
    
    3,950,578
    
    
    
    3,374,127Deferred ticket costs
    
    
    16,481,861
    
    
    
    15,273,324Prepaid expenses
    
    
    2,290,182
    
    
    
    2,294,730Other receivables
    
    
    3,873,799
    
    
    
    2,603,416Other current assets
    
    
    629,298
    
    
    
    3,031,495Restricted cash
    
    
    
    
    
    
    90,000Current assets of discontinued operations
    
    
    
    
    
    
    974,026Total current assets
    
    
    57,022,979
    
    
    
    58,435,524PROPERTY AND EQUIPMENT, net
    
    
    4,890,120
    
    
    
    1,914,201INVESTMENTS IN AND ADVANCES TO UNCONSOLIDATED INVESTEES
    
    
    286,985
    
    
    
    282,714INTANGIBLE ASSETS, net
    
    
    1,477,822
    
    
    
    1,872,536GOODWILL
    
    
    30,237,137
    
    
    
    27,832,214OTHER ASSETS
    
    
    63,793
    
    
    
    110,678LONG-TERM ASSETS OF DISCONTINUED OPERATIONS
    
    
    
    
    
    
    9,561,737TOTAL ASSETS
    
    $
    93,978,836
    
    
    $
    100,009,604LIABILITIES AND SHAREHOLDERS EQUITYCURRENT LIABILITIESAccounts payable
    
    $
    5,655,729
    
    
    $
    3,084,420Accrued expenses and other
    
    
    4,808,551
    
    
    
    6,413,079Deferred revenue
    
    
    24,273,625
    
    
    
    23,797,907Customer deposits
    
    
    1,928,357
    
    
    
    1,775,713Current portion of capital lease obligations
    
    
    141,809
    
    
    
    52,303Senior unsecured notes, net
    
    
    
    
    
    
    6,375,399Current portion of notes payable
    
    
    53,422
    
    
    
    Current liabilities of discontinued operations
    
    
    
    
    
    
    556,341Total current liabilities
    
    
    36,861,493
    
    
    
    42,055,162DEFERRED REVENUE
    
    
    544,491
    
    
    
    570,218CAPITAL LEASE OBLIGATIONS, less current portion
    
    
    255,971
    
    
    
    25,285MINORITY INTEREST
    
    
    
    
    
    
    62,040OTHER DEFERRED LIABILITY
    
    
    622,189
    
    
    
    3,295DERIVATIVE LIABILITY
    
    
    
    
    
    
    1,423,464NOTES PAYABLE, less current portion
    
    
    94,289
    
    
    
    LONG-TERM LIABILITIES OF DISCONTINUED OPERATIONS
    
    
    
    
    
    
    170,723COMMITMENTS AND CONTINGENCESSHAREHOLDERS EQUITYPreferred stock, $.01 par value, 1,000,000 shares authorized; none outstanding
    
    
    
    
    
    
    Common stock, $.01 par value, 100,000,000 shares authorized; 31,897,983 and
33,476,530 shares issued and outstanding at December 31, 2007 and
December 31, 2006, respectively
    
    
    318,980
    
    
    
    334,765Additional paid-in capital
    
    
    310,120,531
    
    
    
    311,210,796Accumulated deficit
    
    
    (254,839,108
    )
    
    
    (255,846,144
    )Total shareholders equity
    
    
    55,600,403
    
    
    
    55,699,417TOTAL LIABILITIES AND SHAREHOLDERS EQUITY
    
    $
    93,978,836
    
    
    $
    100,009,604
 
 39




---



##### Table of Contents



HOLLYWOOD MEDIA CORP. AND SUBSIDIARIES
 
 CONSOLIDATED STATEMENTS OF OPERATIONS
 YEAR ENDED DECEMBER 31,2007
    
    
    2006
    
    
    2005NET REVENUESTicketing
    
    $
    111,731,398
    
    
    $
    98,102,961
    
    
    $
    78,890,718Other
    
    
    12,149,825
    
    
    
    11,314,021
    
    
    
    6,105,090123,881,223
    
    
    
    109,416,982
    
    
    
    84,995,808OPERATING COSTS AND EXPENSESCost of revenues  ticketing
    
    
    93,367,536
    
    
    
    81,928,952
    
    
    
    67,515,534Editorial, production, development and technology (exclusive of
depreciation and amortization shown separately below)
    
    
    6,286,130
    
    
    
    5,331,498
    
    
    
    2,991,091Selling, general and administrative
    
    
    16,321,373
    
    
    
    14,884,268
    
    
    
    10,818,088Payroll and benefits
    
    
    16,072,400
    
    
    
    14,117,379
    
    
    
    13,586,986Depreciation and amortization
    
    
    1,847,171
    
    
    
    1,702,427
    
    
    
    1,269,146Total operating costs and expenses
    
    
    133,894,610
    
    
    
    117,964,524
    
    
    
    96,180,845Loss from operations
    
    
    (10,013,387
    )
    
    
    (8,547,542
    )
    
    
    (11,185,037
    )EQUITY IN EARNINGS OF UNCONSOLIDATED INVESTEES
    
    
    4,747
    
    
    
    12,227
    
    
    
    533,228OTHER INCOME (EXPENSE):Interest, net
    
    
    199,437
    
    
    
    (1,787,735
    )
    
    
    (545,597
    )Change in derivative liability
    
    
    
    
    
    
    640,536
    
    
    
    87,037Other, net
    
    
    (59,572
    )
    
    
    3,910
    
    
    
    44,862Loss from continuing operations before minority interest
    
    
    (9,868,775
    )
    
    
    (9,678,604
    )
    
    
    (11,065,507
    )MINORITY INTEREST IN (INCOME) LOSSES OF SUBSIDIARIES
    
    
    3,241
    
    
    
    4,910
    
    
    
    (168,107
    )Loss from continuing operations
    
    
    (9,865,534
    )
    
    
    (9,673,694
    )
    
    
    (11,233,614
    )Gain on sale of discontinued operations, net of income taxes
    
    
    10,254,287
    
    
    
    16,328,241
    
    
    
    Income from discontinued operations
    
    
    1,345,856
    
    
    
    2,867,966
    
    
    
    2,320,432Income from discontinued operations
    
    
    11,600,143
    
    
    
    19,196,207
    
    
    
    2,320,432Net Income (loss)
    
    $
    1,734,609
    
    
    $
    9,522,513
    
    
    $
    (8,913,182
    )Basic and diluted income (loss) per common shareContinuing operations
    
    $
    (0.30
    )
    
    $
    (0.30
    )
    
    $
    (0.36
    )Discontinued operations
    
    
    0.35
    
    
    
    0.59
    
    
    
    0.08Total basic and diluted net income (loss) per share
    
    $
    0.05
    
    
    $
    0.29
    
    
    $
    (0.28
    )Weighted average common and common equivalent shares
outstanding  basic and diluted
    
    
    33,303,886
    
    
    
    32,761,848
    
    
    
    31,470,307
 
 40




---



##### Table of Contents



HOLLYWOOD MEDIA CORP. AND SUBSIDIARIES 
CONSOLIDATED STATEMENTS OF SHAREHOLDERS EQUITY
 Common Stock
    
    
    Additional
    
    
    Deferred
    
    
    AccumulatedShares
    
    
    Amount
    
    
    Paid-in Capital
    
    
    Compensation
    
    
    Deficit
    
    
    TotalBalance  December 31, 2004
    
    
    31,283,706
    
    
    $
    312,837
    
    
    $
    305,729,408
    
    
    $
    (2,437,500
    )
    
    $
    (256,455,475
    )
    
    $
    47,149,270Issuance of compensatory stock for services
rendered
    
    
    22,237
    
    
    
    222
    
    
    
    103,738
    
    
    
    
    
    
    
    
    
    
    
    103,960Issuance of stock  stock option exercises
    
    
    606,714
    
    
    
    6,067
    
    
    
    1,320,223
    
    
    
    
    
    
    
    
    
    
    
    1,326,290Issuance of stock to employees
    
    
    22,655
    
    
    
    227
    
    
    
    101,102
    
    
    
    
    
    
    
    
    
    
    
    101,329Issuance of stock  interest on convertible
debenture
    
    
    13,620
    
    
    
    136
    
    
    
    59,863
    
    
    
    
    
    
    
    
    
    
    
    59,999Issuance of stock  warrant exercise, net of
placement commissions
    
    
    514,574
    
    
    
    5,146
    
    
    
    798,518
    
    
    
    
    
    
    
    
    
    
    
    803,664Issuance of stock  401(k) employer match
    
    
    39,951
    
    
    
    400
    
    
    
    193,362
    
    
    
    
    
    
    
    
    
    
    
    193,762Amortization of deferred compensation
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    650,000
    
    
    
    
    
    
    
    650,000Acquisition costs paid with common stock
    
    
    
    
    
    
    
    
    
    
    144,000
    
    
    
    
    
    
    
    
    
    
    
    144,000Proceeds from issuance of stock to consultants
    
    
    200,000
    
    
    
    2,000
    
    
    
    778,000
    
    
    
    
    
    
    
    
    
    
    
    780,000Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (8,913,182
    )
    
    
    (8,913,182
    )Balance  December 31, 2005
    
    
    32,703,457
    
    
    
    327,035
    
    
    
    309,228,214
    
    
    
    (1,787,500
    )
    
    
    (265,368,657
    )
    
    
    42,399,092Reclassification of deferred compensation
    
    
    
    
    
    
    
    
    
    
    (1,787,500
    )
    
    
    1,787,500
    
    
    
    
    
    
    
    Issuance of stock  stock option exercises
    
    
    67,125
    
    
    
    672
    
    
    
    204,769
    
    
    
    
    
    
    
    
    
    
    
    205,441Issuance of stock to employees
    
    
    126,914
    
    
    
    1,269
    
    
    
    542,802
    
    
    
    
    
    
    
    
    
    
    
    544,071Issuance of stock  interest on convertible
debenture
    
    
    9,133
    
    
    
    91
    
    
    
    38,374
    
    
    
    
    
    
    
    
    
    
    
    38,465Issuance of stock  warrant exercise, net of
placement commissions
    
    
    69,250
    
    
    
    692
    
    
    
    188,111
    
    
    
    
    
    
    
    
    
    
    
    188,803Issuance of stock  401(k) employer match
    
    
    44,028
    
    
    
    440
    
    
    
    189,320
    
    
    
    
    
    
    
    
    
    
    
    189,760Amortization of deferred compensation
    
    
    
    
    
    
    
    
    
    
    650,000
    
    
    
    
    
    
    
    
    
    
    
    650,000Issuance of stock for business acquisitions
    
    
    23,844
    
    
    
    238
    
    
    
    99,762
    
    
    
    
    
    
    
    
    
    
    
    100,000Issuance of stock for acquisitions of intangible
assets
    
    
    120,279
    
    
    
    1,203
    
    
    
    515,297
    
    
    
    
    
    
    
    
    
    
    
    516,500Issuance of stock  conversion of convertible
debentures
    
    
    312,500
    
    
    
    3,125
    
    
    
    996,875
    
    
    
    
    
    
    
    
    
    
    
    1,000,000Compensation expense on employee stock options
    
    
    
    
    
    
    
    
    
    
    344,772
    
    
    
    
    
    
    
    
    
    
    
    344,772Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    9,522,513
    
    
    
    9,522,513Balance  December 31, 2006
    
    
    33,476,530
    
    
    
    334,765
    
    
    
    311,210,796
    
    
    
    
    
    
    
    (255,846,144
    )
    
    
    55,699,417Effect of adoption of FSP EITF 00-19-2
    
    
    
    
    
    
    
    
    
    
    2,151,037
    
    
    
    
    
    
    
    (727,573
    )
    
    
    1,423,464Stock repurchase program
    
    
    (2,003,660
    )
    
    
    (20,037
    )
    
    
    (5,084,167
    )
    
    
    
    
    
    
    
    
    
    
    (5,104,204
    )Issuance of stock  stock option exercises
    
    
    69,375
    
    
    
    694
    
    
    
    203,130
    
    
    
    
    
    
    
    
    
    
    
    203,824Issuance of stock to employees
    
    
    145,308
    
    
    
    1,453
    
    
    
    570,806
    
    
    
    
    
    
    
    
    
    
    
    572,259Issuance of stock  warrant exercise
    
    
    149,181
    
    
    
    1,492
    
    
    
    (1,492
    )
    
    
    
    
    
    
    
    
    
    
    Issuance of stock  401(k) employer match
    
    
    59,257
    
    
    
    593
    
    
    
    248,283
    
    
    
    
    
    
    
    
    
    
    
    248,876Amortization of deferred compensation
    
    
    
    
    
    
    
    
    
    
    650,000
    
    
    
    
    
    
    
    
    
    
    
    650,000Issuance of stock for acquisitions of intangible
assets
    
    
    1,992
    
    
    
    20
    
    
    
    7,980
    
    
    
    
    
    
    
    
    
    
    
    8,000Compensation expense on employee stock options
    
    
    
    
    
    
    
    
    
    
    164,158
    
    
    
    
    
    
    
    
    
    
    
    164,158Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,734,609
    
    
    
    1,734,609Balance  December 31, 2007
    
    
    31,897,983
    
    
    $
    318,980
    
    
    $
    310,120,531
    
    
    $
    
    
    
    $
    (254,839,108
    )
    
    $
    55,600,403
 
 41




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##### Table of Contents



HOLLYWOOD MEDIA CORP. AND SUBSIDIARIES
 
 CONSOLIDATED STATEMENTS OF CASH FLOWS
 YEAR ENDED DECEMBER 31,2007
    
    
    2006
    
    
    2005CASH FLOWS FROM OPERATING ACTIVITIES:Net income (loss)
    
    $
    1,734,609
    
    
    $
    9,522,513
    
    
    $
    (8,913,182
    )Adjustments to reconcile net income (loss) to net cash used in operating activities:Income from discontinued operations
    
    
    (11,600,143
    )
    
    
    (19,196,207
    )
    
    
    (2,320,432
    )Depreciation and amortization
    
    
    1,847,171
    
    
    
    1,702,427
    
    
    
    1,269,146Interest paid in stock
    
    
    
    
    
    
    38,465
    
    
    
    59,999Amortization of discount and beneficial conversion feature on convertible debentures
    
    
    
    
    
    
    59,073
    
    
    
    141,775Change in derivative liability
    
    
    
    
    
    
    (640,536
    )
    
    
    (87,037
    )Amortization of debt issuance costs
    
    
    
    
    
    
    327,096
    
    
    
    40,870Amortization of discount on senior unsecured notes
    
    
    624,601
    
    
    
    1,259,144
    
    
    
    267,292Amortization of deferred financing costs
    
    
    
    
    
    
    4,535
    
    
    
    10,885Equity in earnings of unconsolidated investees, net of return of invested capital
    
    
    (4,271
    )
    
    
    264,193
    
    
    
    (111,398
    )Stock option expense
    
    
    164,158
    
    
    
    344,772
    
    
    
    Compensation expense on employee stock issuances
    
    
    
    
    
    
    102,950
    
    
    
    101,329Amortization of deferred compensation costs
    
    
    650,000
    
    
    
    650,000
    
    
    
    650,000Provision for bad debts
    
    
    632,283
    
    
    
    812,034
    
    
    
    157,213Issuance of compensatory stock for services rendered
    
    
    
    
    
    
    
    
    
    
    103,960Minority interest in earnings of subsidiaries, net of distributions to minority owners
    
    
    (94,969
    )
    
    
    (26,098
    )
    
    
    14,063Changes in assets and liabilities:Receivables
    
    
    (325,237
    )
    
    
    (1,062,434
    )
    
    
    (280,913
    )Inventories held for sale
    
    
    (576,451
    )
    
    
    (1,642,848
    )
    
    
    (725,034
    )Deferred ticket costs
    
    
    (1,208,537
    )
    
    
    (3,469,325
    )
    
    
    (4,343,085
    )Prepaid expenses
    
    
    (154,651
    )
    
    
    791
    
    
    
    (91,454
    )Other receivables
    
    
    (924,522
    )
    
    
    (496,313
    )
    
    
    (578,443
    )Other current assets
    
    
    (543,764
    )
    
    
    (178,373
    )
    
    
    (7,187
    )Other assets
    
    
    46,885
    
    
    
    (4,064
    )
    
    
    27,611Accounts payable
    
    
    1,378,630
    
    
    
    (632,354
    )
    
    
    (3,048
    )Accrued expenses and other
    
    
    (2,474,254
    )
    
    
    1,221,186
    
    
    
    1,044,349Deferred revenue
    
    
    449,991
    
    
    
    4,247,408
    
    
    
    5,889,878Customer deposits
    
    
    152,644
    
    
    
    180,933
    
    
    
    601,144Other deferred liability
    
    
    618,894
    
    
    
    (11,363
    )
    
    
    (8,773
    )Net cash used in operating activities  continuing operations
    
    
    (9,606,933
    )
    
    
    (6,622,395
    )
    
    
    (7,090,472
    )Net cash provided by operating activities  discontinued operations
    
    
    1,960,297
    
    
    
    3,897,852
    
    
    
    3,496,313Net cash used in operating activities
    
    
    (7,646,636
    )
    
    
    (2,724,543
    )
    
    
    (3,594,159
    )CASH FLOWS FROM INVESTING ACTIVITIES:Capital expenditures
    
    
    (3,763,247
    )
    
    
    (1,117,060
    )
    
    
    (882,163
    )Acquisition of businesses, net of cash acquired
    
    
    (2,690,659
    )
    
    
    4,979
    
    
    
    (3,647,437
    )Proceeds from sale of assets
    
    
    25,418,361
    
    
    
    25,159,520
    
    
    
    Acquisition of intangible assets
    
    
    (248,270
    )
    
    
    (153,517
    )
    
    
    Proceeds from property and equipment sales
    
    
    29,432
    
    
    
    
    
    
    
    Loss on disposition of assets
    
    
    974
    
    
    
    
    
    
    
    Restricted cash
    
    
    90,000
    
    
    
    (90,000
    )
    
    
    Net cash provided by (used in) investing activities  continuing operations
    
    
    18,836,591
    
    
    
    23,803,922
    
    
    
    (4,529,600
    )Net cash used in investing activities  discontinued operations
    
    
    (26,123
    )
    
    
    (883,901
    )
    
    
    (124,210
    )Net cash provided by (used in) investing activities
    
    
    18,810,468
    
    
    
    22,920,021
    
    
    
    (4,653,810
    )CASH FLOWS FROM FINANCING ACTIVITIES:Proceeds received from exercise of stock options
    
    
    203,824
    
    
    
    205,441
    
    
    
    1,326,290Proceeds received from exercise of warrants, net
    
    
    
    
    
    
    188,803
    
    
    
    803,664Payments under capital lease obligations
    
    
    (93,290
    )
    
    
    (52,825
    )
    
    
    (129,064
    )Proceeds from notes payable
    
    
    147,711
    
    
    
    
    
    
    
    Issuance (repayment) of senior unsecured notes
    
    
    (7,000,000
    )
    
    
    
    
    
    
    6,595,690Proceeds from issuance of shares to consultants
    
    
    
    
    
    
    
    
    
    
    780,000Stock repurchase program
    
    
    (5,104,204
    )
    
    
    
    
    
    
    Net cash provided by (used in) financing activities  continuing operations
    
    
    (11,845,959
    )
    
    
    341,419
    
    
    
    9,376,580Net cash used in financing activities  discontinued operations
    
    
    (7,972
    )
    
    
    (29,176
    )
    
    
    (42,203
    )Net cash provided by (used in) financing activities
    
    
    (11,853,931
    )
    
    
    312,243
    
    
    
    9,334,377Net increase (decrease) in cash and cash equivalents
    
    
    (690,099
    )
    
    
    20,507,721
    
    
    
    1,086,408CASH AND CASH EQUIVALENTS, beginning of period
    
    
    27,448,649
    
    
    
    6,940,928
    
    
    
    5,854,520CASH AND CASH EQUIVALENTS, end of period
    
    $
    26,758,550
    
    
    $
    27,448,649
    
    
    $
    6,940,928SUPPLEMENTAL SCHEDULE OF CASH RELATED ACTIVITIES:Interest paid
    
    $
    268,628
    
    
    $
    649,467
    
    
    $
    38,989Taxes paid
    
    $
    787,086
    
    
    $
    9,678
    
    
    $
    7,455
 
 42




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##### Table of Contents



HOLLYWOOD MEDIA CORP. AND SUBSIDIARIES
 
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 DECEMBER 31, 2007, 2006 AND 2005
 BACKGROUND:
       43




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##### Table of Contents



44




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##### Table of Contents



SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 Principles of Consolidation
  Accounting Estimates
  Cash and Cash Equivalents
  Receivables
  Allowance for Doubtful Accounts
  45




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##### Table of Contents



Additions (Deductions)Balance at
    
    Charges to
    
    Charged
    
    
    
    
    
    
    
    
    
    
    
    
    
    Balance atBeginning
    
    costs and
    
    to other
    
    
    
    
    
    
    
    
    
    
    
    
    
    end ofof period
    
    expenses
    
    accounts
    
    
    
    
    
    Write-offs
    
    
    
    
    
    periodAllowance for doubtful
     
accounts:2007
    
    $
    1,159,503
    
    
    $
    632,283
    
    
    $
    49,804
    
    
    
    (A
    )
    
    $
    (675,165
    )
    
    
    (B
    )
    
    $
    1,166,4252006
    
    $
    1,750,009
    
    
    $
    812,034
    
    
    $
    
    
    
    
    
    
    
    $
    (1,402,540
    )
    
    
    (B
    )
    
    $
    1,159,5032005
    
    $
    183,342
    
    
    $
    157,213
    
    
    $
    1,472,524
    
    
    
    (A
    )
    
    $
    (63,070
    )
    
    
    (B
    )
    
    $
    1,750,009
   Inventories Held for Sale and Deferred Ticket Costs
   Property and Equipment
  Furniture and fixtures
    
    5 yearsEquipment and software
    
    3 to 5 yearsWebsite development
    
    Up to 3 yearsEquipment under capital leases
    
    Shorter of term of lease or 3 to 5 yearsLeasehold improvements
    
    Shorter of term of lease or 3 yearsInternally developed software
    
    3 years upon implementation
  46




---



##### Table of Contents



Website Development Costs and Internally Developed Software
 Accounting for Website Development Costs Accounting for the Costs of Computer Software Developed or
Obtained for Internal Use
  Goodwill and Intangible Assets
 Business
Combinations Goodwill and Other Intangible Assets
 Impairment of Long-Lived Assets
 Accounting for the Impairment or Disposal of Long-Lived Assets Accounting
for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed Of Reporting the Results of Operations  Reporting the Effects of Disposal of a Segment of a
Business, and Extraordinary, Unusual and Infrequently Occurring Events and Transactions,
  47




---



##### Table of Contents



Revenue Recognition
  Ticketing
    Reporting Revenue Gross as a Principal versus Net as an Agent.
 Shipping and Handling.
 Advertising
 48




---



##### Table of Contents



Book Packaging and Licenses
  Barter Transactions
 Accounting for Advertising Barter
Transactions
 Segment Information
 Disclosures about Segments of an
Enterprise and Related Information
 Earnings Per Common Share
 Earnings Per Share,
  Advertising Costs
  401(k) Plan
  49




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##### Table of Contents



Income Taxes
 Accounting for Income Taxes
 Accounting for Uncertainty in Income Taxes  An Interpretation of FASB Statement No. 109
 STOCK OPTION PLANS; WARRANTS; AND EMPLOYEE STOCK BASED COMPENSATION:
 Shareholder-Approved Plans
  Warrants
  50




---



##### Table of Contents



1993 Stock Option Plan
    2000 Stock Incentive Plan
    51




---



##### Table of Contents



2004 Stock Incentive Plan
     Directors Stock Option Plan
  52




---



##### Table of Contents



Shares Available for Future Grant under Stock Plans
  Accounting for Share-Based Compensation
 Share-Based Payments, Accounting for Stock-Based Compensation, Accounting for Stock Issued to Employees.
  Accounting for Stock-Based Compensation  Transaction and Disclosure  an amendment of FASB
Statement No. 123
 53




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##### Table of Contents



Year endedDecember 31,2005Reported net loss
    
    $
    (8,913,182
    )Non-cash compensation expense under intrinsic value method
    
    
    Stock-based employee compensation expense under the fair
value method
    
    
    (2,121,210
    )Adjusted net loss
    
    $
    (11,034,392
    )Reported basic and diluted net loss per share
    
    $
    (0.28
    )Adjusted basic and diluted net loss per share
    
    $
    (0.35
    )Weighted average common and common equivalent shares
Outstanding  basic and diluted
    
    
    31,470,307
 Table of Stock Option and Warrant Activity
  Stock Options
    
    
    WarrantsWeighted
    
    
    
    
    
    
    WeightedAverage
    
    
    
    
    
    
    AverageExercise
    
    
    
    
    
    
    ExerciseShares
    
    
    Price
    
    
    Shares
    
    
    PriceOutstanding at December 31, 2006
    
    
    1,145,443
    
    
    $
    4.45
    
    
    
    2,777,036
    
    
    $
    4.30Granted
    
    
    15,000
    
    
    
    2.50
    
    
    
    
    
    
    
    Exercised
    
    
    (67,875
    )
    
    
    2.97
    
    
    
    (779,551
    )
    
    
    3.48Cancelled
    
    
    (238,125
    )
    
    
    4.13
    
    
    
    
    
    
    
    Expired
    
    
    (100,500
    )
    
    
    5.20
    
    
    
    (15,000
    )
    
    
    3.95Outstanding at December 31, 2007
    
    
    753,943
    
    
    $
    4.54
    
    
    
    1,982,485
    
    
    $
    4.36
 Stock Options
  WeightedAverageNumber of
    
    
    Exercise Price
    
    
    Exercise PriceShares
    
    
    Per Share
    
    
    Per ShareOutstanding at December 31, 2006
    
    
    1,145,443
    
    
    $
    0.01-$16.50
    
    
    $
    4.45Granted
    
    
    15,000
    
    
    $
    2.50
    
    
    
    2.50Exercised
    
    
    (67,875
    )
    
    $
    1.02-$4.06
    
    
    
    2.97Cancelled
    
    
    (238,125
    )
    
    $
    3.46-$5.10
    
    
    
    4.13Expired
    
    
    (100,500
    )
    
    $
    0.01-$6.03
    
    
    
    5.20Outstanding at December 31, 2007
    
    
    753,943
    
    
    $
    0.88-$16.50
    
    
    $
    4.54
 54




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##### Table of Contents



Data on Outstanding Options at December 31, 2007
 WeightedAverageNumber of
    
    
    Weighted
    
    
    RemainingOptions
    
    
    Average Exercise
    
    
    Contractual
    
    
    AggregateOutstanding
    
    
    Price Per Share
    
    
    Term (years)
    
    
    Intrinsic Value (1)Vested Options
    
    
    718,943
    
    
    $
    4.61
    
    
    
    3.74
    
    
    $
    254,625Non-vested Options
    
    
    35,000
    
    
    
    3.24
    
    
    
    6.37
    
    
    
    6,875Total Outstanding Stock Options
    
    
    753,943
    
    
    $
    4.54
    
    
    
    3.86
    
    
    $
    261,500
 
 (1)
    
    The aggregate intrinsic value is computed based on the closing price of Hollywood Medias
stock on December 31, 2007, which is a price per share of $2.90.    Weighted -Average GrantNumber of
    
    
    Date Fair ValueShares
    
    
    Per ShareNon-vested at December 31, 2006
    
    
    105,000
    
    
    $
    2.15Granted
    
    
    15,000
    
    
    
    1.99Vested
    
    
    (23,750
    )
    
    
    1.44Forfeited
    
    
    (61,250
    )
    
    
    2.24Non-vested at December 31, 2007
    
    
    35,000
    
    
    $
    1.31
   2007
    
    2006
    
    2005Average risk free interest rate
    
    
    4.14
    %
    
    
    4.22%
    
    
    
    4.33%Expected lives of options (years):Two year options
    
    
    
    
    
    
    2
    
    
    
    2Three year options
    
    
    
    
    
    
    3
    
    
    
    3Five and Ten year options
    
    
    10
    
    
    
    5
    
    
    
    5Expected volatility
    
    
    72.1
    %
    
    
    58.6% - 72.1
    %
    
    
    66.9% - 78.2
    %
 55




---



##### Table of Contents



2007
    
    2006
    
    2005Exercise Price Equals Market PriceWeighted average exercise price
    
    $
    2.50
    
    
    $
    4.18
    
    
    $
    4.32Weighted average fair value
    
    $
    1.99
    
    
    $
    2.88
    
    
    $
    2.75Exercise Price Exceeds Market PriceWeighted average exercise price
    
    $
    
    
    
    $
    
    
    
    $
    4.06Weighted average fair value
    
    $
    
    
    
    $
    
    
    
    $
    2.52Exercise Price is Less Than Market PriceWeighted average exercise price
    
    $
    
    
    
    $
    
    
    
    $
    Weighted average fair value
    
    $
    
    
    
    $
    
    
    
    $
    
  Options and Warrants Outstanding
    
    ExercisableWeighted
    
    Weighted
    
    
    
    
    
    WeightedAverage
    
    Average
    
    
    
    
    
    AverageRemaining
    
    Exercise
    
    
    
    
    
    ExerciseRange of
    
    Number of
    
    Contractual
    
    Price
    
    Number of
    
    PriceExercise Prices
    
    Shares
    
    Life
    
    Per Share
    
    Shares
    
    Per Share$.88  $2.90
    
    
    1,308,485
    
    
    
    1.54
    
    
    $
    2.65
    
    
    
    1,290,985
    
    
    $
    2.65$3.00  $5.99
    
    
    1,246,943
    
    
    
    3.45
    
    
    
    4.31
    
    
    
    1,229,443
    
    
    
    4.31$8.00  $14.06
    
    
    36,000
    
    
    
    2.41
    
    
    
    9.75
    
    
    
    36,000
    
    
    
    9.75$14.87  $17.50
    
    
    45,000
    
    
    
    1.95
    
    
    
    16.50
    
    
    
    45,000
    
    
    
    16.50$19.00  $21.42
    
    
    100,000
    
    
    
    1.58
    
    
    
    21.42
    
    
    
    100,000
    
    
    
    21.422,736,428
    
    
    
    2.92
    
    
    $
    4.43
    
    
    
    2,701,428
    
    
    $
    4.43
 Non-vested Stock Awards
   56




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##### Table of Contents



DISCONTINUED OPERATIONS
  Showtimes.com, Inc.
    December 31, 2006Current assets
    
    $
    974,026Property and equipment, net
    
    
    138,478Other assets, net
    
    
    47,003Goodwill
    
    
    9,376,256Total assets of discontinued operations
    
    $
    10,535,763Current liabilities
    
    $
    556,341Long-term liabilities
    
    
    170,723Total liabilities of discontinued operations
    
    $
    727,064
 Baseline Acquisitions Corp.
   57




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##### Table of Contents



2007
    
    
    2006
    
    
    2005Operating revenue
    
    $
    4,322,810
    
    
    $
    10,165,725
    
    
    $
    10,618,631Gain on sale of discontinued operations net of
income taxes of $569,298 and $524,265
for 2007 and 2006, respectively
    
    
    10,254,287
    
    
    
    16,328,241
    
    
    
    Income from discontinued operations
    
    
    1,345,856
    
    
    
    2,867,966
    
    
    
    2,320,432Income from discontinued operations
    
    $
    11,600,143
    
    
    $
    19,196,207
    
    
    $
    2,320,432
 ACQUISITIONS AND OTHER CAPITAL TRANSACTIONS:
 Showtix Acquisition
  Purchase consideration
    
    $
    2,695,483Cash acquired
    
    
    4,824Accounts receivable
    
    
    368,319Prepaid
    
    
    11,584Total assets
    
    $
    384,727Current liabilities
    
    $
    (94,167
    )Total liabilities
    
    $
    (94,167
    )Net Assets
    
    $
    290,560Excess of the purchase consideration over fair
value of net assets acquired (included in
ticketing segment)
    
    $
    2,404,923
  58




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##### Table of Contents



December 31, 2007
    
    December 31, 2006(unaudited)
    
    (unaudited)Proforma net revenues
    
    $
    124,617,528
    
    
    $
    124,231,915Proforma loss from continuing operations
    
    $
    (9,883,835
    )
    
    $
    (9,415,183
    )Proforma net income
    
    $
    1,716,308
    
    
    $
    9,781,024Proforma loss per share from continuing operations
    
    $
    (0.30
    )
    
    $
    (0.29
    )Proforma net income per share
    
    $
    0.05
    
    
    $
    0.30Proforma weighted average common and common
equivalent shares
    
    
    33,303,886
    
    
    
    32,761,848
 Screenline Acquisition
  Purchase consideration
    
    $
    626,294Accounts receivable
    
    $
    6,068Other current assets
    
    
    9,258Property, plant and equipment, net
    
    
    62,923Intangibles
    
    
    300,000Total assets
    
    $
    378,249Current liabilities
    
    $
    (10,235
    )Deferred revenue
    
    
    (54,082
    )Total liabilities
    
    $
    (64,317
    )NET ASSETS
    
    $
    313,932Excess of the purchase consideration over fair value
of net assets acquired
    
    $
    312,362
  59




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FAIR VALUE OF FINANCIAL INSTRUMENTS AND CONCENTRATION OF CREDIT RISK:
     RECENTLY ISSUED ACCOUNTING STANDARDS:
 Business Combinations
 Noncontrolling Interests in Consolidated
Financial Statements, an Amendment of ARB 51
 Offsetting of Amounts Related to Certain Contracts An Amendment of FIN 39, Offsetting of Amounts Related to
Certain Contracts
 60




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The Fair Value Option for Financial Assets and
Financial Assets and Financial Liabilities
 Fair Value Measurements
 PROPERTY AND EQUIPMENT, NET:
  December 31,2007
    
    
    2006Furniture and fixtures
    
    $
    630,921
    
    
    $
    648,848Equipment and software
    
    
    6,939,391
    
    
    
    5,965,754Website development
    
    
    954,344
    
    
    
    839,650Equipment under capital leases
    
    
    1,771,604
    
    
    
    1,456,310Leasehold improvements
    
    
    398,049
    
    
    
    359,897Internally developed software project
in progress
    
    
    424,947
    
    
    
    371,960Leasehold improvements in progress
    
    
    2,519,299
    
    
    
    13,638,555
    
    
    
    9,642,419Less: Accumulated depreciation and
amortization
    
    
    (8,748,435
    )
    
    
    (7,728,218
    )$
    4,890,120
    
    
    $
    1,914,201
  GOODWILL AND INTANGIBLE ASSETS:
  61




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Balance at
    
    
    
    
    
    
    Balance at
    
    
    
    
    
    
    Balance atDecember 31,
    
    
    Acquisition
    
    
    December 31,
    
    
    Acquisition
    
    
    December 31,2007
    
    
    and Other
    
    
    2006
    
    
    and Other
    
    
    2005Broadway Ticketing
    
    $
    5,928,779
    
    
    $
    2,404,923
    
    
    $
    3,523,856
    
    
    $
    
    
    
    $
    3,523,856Ad Sales and Other
    
    
    24,060,301
    
    
    
    
    
    
    
    24,060,301
    
    
    
    (2,341
    )
    
    
    24,062,642Intellectual Properties
    
    
    248,057
    
    
    
    
    
    
    
    248,057
    
    
    
    
    
    
    
    248,057Total
    
    $
    30,237,137
    
    
    $
    2,404,923
    
    
    $
    27,832,214
    
    
    $
    (2,341
    )
    
    $
    27,834,555
  Balance at December 31,2007
    
    
    2006Gross
    
    
    
    
    
    
    
    
    
    
    GrossCarrying
    
    
    Accumulated
    
    
    
    
    
    
    Carrying
    
    
    AccumulatedAmount
    
    
    Amortization
    
    
    Net
    
    
    Amount
    
    
    Amortization
    
    
    NetPatents and trademarks
    
    $
    275,824
    
    
    $
    (159,855
    )
    
    $
    115,969
    
    
    $
    203,368
    
    
    $
    (147,867
    )
    
    $
    55,501Web addresses
    
    
    3,352,182
    
    
    
    (2,875,167
    )
    
    
    477,015
    
    
    
    3,162,769
    
    
    
    (2,545,408
    )
    
    
    617,361Other
    
    
    1,682,094
    
    
    
    (797,256
    )
    
    
    884,838
    
    
    
    1,682,094
    
    
    
    (482,420
    )
    
    
    1,199,674Total
    
    $
    5,310,100
    
    
    $
    (3,832,278
    )
    
    $
    1,477,822
    
    
    $
    5,048,231
    
    
    $
    (3,175,695
    )
    
    $
    1,872,536
  Year
    
    Amount2008
    
    $
    696,8732009
    
    
    446,9752010
    
    
    326,4252011
    
    
    7,549Total
    
    $
    1,477,822
    62




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63




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CAPITAL LEASE OBLIGATIONS:
  Year
    
    Amount2008
    
    $
    186,3002009
    
    
    183,7232010
    
    
    80,2252011
    
    
    19,3822012
    
    
    4,783Minimum lease payments
    
    
    474,413Less amount representing imputed interest
    
    
    (76,633
    )Present value of net minimum lease payments
    
    
    397,780Less: current portion
    
    
    (141,809
    )$
    255,971
 DEBT:
 Senior Unsecured Notes
    64




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Registration Payment Arrangement
   OFFERINGS OF SECURITIES:
   65




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66




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67




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68




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69




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70




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STOCK REPURCHASE PROGRAM
  71




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INCOME TAXES:
    Year
    
    Amount2018
    
    $
    6,697,4522019
    
    
    18,526,9892020
    
    
    43,159,6232021
    
    
    37,552,3592022
    
    
    76,867,2122023
    
    
    9,728,0582024
    
    
    8,719,1192025
    
    
    9,543,785$
    210,794,597
  2007
    
    
    2006Net difference in tax basis and book basis for certain
assets and liabilities
    
    $
    736,690
    
    
    $
    (115,200
    )Net operating loss and tax credit carryforwards
    
    
    80,424,425
    
    
    
    80,503,43681,161,115
    
    
    
    80,388,236Valuation allowance
    
    
    (81,161,115
    )
    
    
    (80,388,236
    )Net deferred tax asset
    
    $
    
    
    
    $
    
  72




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##### Table of Contents



For the Year Ended December 31,2007
    
    
    2006
    
    
    2005Income tax benefit at Federal statutory tax rate
    
    $
    (3,452,937
    )
    
    $
    (3,385,793
    )
    
    $
    (3,931,765
    )State income tax benefit (net of federal benefit)
    
    
    (286,100
    )
    
    
    (280,537
    )
    
    
    (313,418
    )Change in valuation allowance
    
    
    (1,170,750
    )
    
    
    (8,864,688
    )
    
    
    3,956,689Change in valuation allowance resulting from change in
cumulative temporary differences
    
    
    1,943,628
    
    
    
    (3,745,518
    )
    
    
    Change in cumulative temporary differences
    
    
    (1,943,628
    )
    
    
    3,745,518
    
    
    
    Sale of subsidiaries  basis difference
    
    
    
    
    
    
    4,825,002
    
    
    
    Non deductible expenses
    
    
    
    
    
    
    
    
    
    
    25,284Income of foreign subsidiaries
    
    
    418,802
    
    
    
    
    
    
    
    Tax effect of income from discontinued operations
    
    
    4,490,986
    
    
    
    7,706,016
    
    
    
    263,210Other
    
    
    108,186
    
    
    
    231,957
    
    
    
    611,332$
    
    
    
    $
    
    
    
    $
    
   INVESTMENTS IN AND ADVANCES TO EQUITY METHOD UNCONSOLIDATED INVESTEES:
  December 31,2007
    
    
    2006NetCo Partners (a)
    
    $
    291,960
    
    
    $
    287,689MovieTickets.com (b)
    
    
    (4,975
    )
    
    
    (4,975
    )$
    286,985
    
    
    $
    282,714
   Tom Clancys NetForce
 Tom Clancys NetForce Tad Williams MirrorWorld Arthur C. Clarkes Worlds of Alexander Neil
Gaimans Lifers Anne McCaffreys Saraband
  73




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Year Ended December 31,2007
    
    2006
    
    2005(unaudited)
    
    (unaudited)
    
    (unaudited)Revenues
    
    $
    1,138
    
    
    $
    32,460
    
    
    $
    1,429,783Gross Profit
    
    
    887
    
    
    
    32,348
    
    
    
    1,225,703Net Income
    
    
    9,494
    
    
    
    24,454
    
    
    
    1,066,469Companys Share
of Net Income
    
    $
    4,747
    
    
    $
    12,227
    
    
    $
    533,228
  As of December 31,2007
    
    2006(unaudited)
    
    (unaudited)Current Assets
    
    $
    353,231
    
    
    $
    339,494Current Liabilities
    
    $
    94,213
    
    
    $
    90,503
    74




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##### Table of Contents



Year Ended December 31,2007
    
    2006
    
    2005(unaudited)
    
    (unaudited)
    
    (unaudited)Revenues
    
    $
    13,273,300
    
    
    $
    10,363,932
    
    
    $
    8,944,380Cost and Expenses
    
    $
    9,398,711
    
    
    $
    7,574,303
    
    
    $
    7,737,029Depreciation and Amortization
    
    $
    529,018
    
    
    $
    2,142,410
    
    
    $
    3,290,498Net Income (Loss)
    
    $
    3,653,738
    
    
    $
    781,226
    
    
    $
    (2,078,668
    )
  As of December 31,2007
    
    
    2006(unaudited)
    
    
    (unaudited)Cash
    
    $
    10,008,955
    
    
    $
    6,811,825Accounts Receivable, Net
    
    $
    4,285,747
    
    
    $
    3,330,297Accrued Expenses and Current Liabilities
    
    $
    3,363,435
    
    
    $
    3,113,738
 COMMITMENTS AND CONTINGENCIES:
 Operating Leases
  75




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Year
    
    Amount2008
    
    $
    1,304,1612009
    
    
    1,267,8892010
    
    
    1,163,8972011
    
    
    1,187,2182012
    
    
    1,208,243Thereafter
    
    
    3,745,522Total
    
    $
    9,876,931
  Placement Agent Commissions
  Self-Insurance Accruals
  Litigation
  76




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SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:
 2007
    
    
    
    
    
    
    2006
    
    
    
    
    
    
    2005INVESTING ACTIVITIES:Acquisition of assets in acquired companies
    
    $
    
    
    
    
    
    
    
    $
    (100,000
    )
    
    
    (4
    )
    
    $
    (144,000
    )
    
    
    (10
    )Acquisition of property and equipment under capital leases
    
    
    (441,026
    )
    
    
    
    
    
    
    (23,420
    )
    
    
    
    
    
    
    (89,599
    )Acquisition of intangible asset
    
    
    (8,000
    )
    
    
    (1
    )
    
    
    (516,500
    )
    
    
    (5
    )
    
    
    Total non-cash investing activities
    
    $
    (449,026
    )
    
    
    
    
    
    $
    (639,920
    )
    
    
    
    
    
    $
    (233,599
    )FINANCING ACTIVITIES:Conversion of convertible debentures to common stock
    
    $
    
    
    
    
    
    
    
    $
    (1,000,000
    )
    
    
    (6
    )
    
    $
    Obligations acquired under capital leases
    
    
    441,026
    
    
    
    
    
    
    
    23,420
    
    
    
    
    
    
    
    89,599Acquisition costs paid with stock-based compensation
    
    
    
    
    
    
    
    
    
    
    100,000
    
    
    
    (4
    )
    
    
    144,000
    
    
    
    (10
    )Common stock issued for compensation to an employee
    
    
    
    
    
    
    
    
    
    
    102,950
    
    
    
    (7
    )
    
    
    101,329
    
    
    
    (11
    )Common stock issued to consultants in return for services
rendered
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    103,960
    
    
    
    (12
    )Common stock issued in lieu of interest payments on
convertible debentures
    
    
    
    
    
    
    
    
    
    
    38,465
    
    
    
    (8
    )
    
    
    59,999
    
    
    
    (13
    )Common stock issued for contributions to Company 401(k)
Plan
    
    
    248,876
    
    
    
    (2
    )
    
    
    189,760
    
    
    
    (9
    )
    
    
    193,762
    
    
    
    (14
    )Common stock issued for assets
    
    
    
    
    
    
    
    
    
    
    516,500
    
    
    
    (5
    )
    
    
    Common stock issued for exercise of warrants attached to
Convertible Debentures
    
    
    
    
    
    
    
    
    
    
    1,000,000
    
    
    
    (6
    )
    
    
    Common stock issued as compensation as part of sale
    
    
    402,150
    
    
    
    (3
    )
    
    
    
    
    
    
    
    
    
    
    Total non-cash financing activities
    
    $
    1,092,052
    
    
    
    
    
    
    $
    971,095
    
    
    
    
    
    
    $
    692,649
 
 (1)
    
    On February 21, 2007, Hollywood Media issued 1,992 shares of common stock valued as of
the average of the ten days closing prices prior to the issuance date, or $4.02 per share,
in payment of the $8,000 purchase price for the acquisition of intangible assets.(2)
    
    On February 9, 2007, Hollywood Media issued 59,257 shares of common stock valued at
$248,876, based on the December 29, 2006 closing share price of $4.20, for payment of
Hollywood Medias 401(k) employer match for calendar year 2006 (see Note 2).(3)
    
    On September 7, 2007, Hollywood Media issued 105,000 shares of common stock valued at
$3.83 per share, which was the closing share price, on the August 30, 2007 date of grant, in
payment of $402,150 in compensatory bonuses to certain officers of Hollywood Media
associated with the August 24, 2007 sale of the Showtimes business.(4)
    
    On July 26, 2006, Hollywood Media issued 23,844 shares of common stock valued using the
average closing price on the ten trading days immediately prior to the signing date of the
Screenline stock purchase agreement, or $4.19 per share, in payment of the $100,000 stock
component of the purchase price for the acquisition of the shares of Screenline common stock
pursuant to the terms of the stock purchase agreement.(5)
    
    On January 18, 2006, Hollywood Media issued 50,930 shares of common stock valued using
the average closing price on the ten trading days immediately prior to the issuance date, or
$4.25 per share, in payment of the purchase price of $216,500 for the acquisition of
eFanGuide, Inc.s intangible assets pursuant to the terms of the asset purchase agreement.
On January 31, 2006, Hollywood Media issued 69,349 shares of common stock valued using the
average closing price on the ten trading days prior to the issuance date, or $4.33 per
share, in payment of the $300,000 stock component of the purchase price for the acquisition
of Prosperity Plus, Inc.s intangible assets pursuant to the terms of the asset purchase
agreement. 77




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##### Table of Contents



(6)
    
    On May 22, 2006, Hollywood Media issued 312,500 shares of common stock valued at
$1,000,000 upon conversion of $1,000,000 principal amount of the Companys remaining
outstanding Convertible Debenture into shares of Hollywood Medias common stock at a conversion price of
$3.20 per share pursuant to the terms of the Convertible Debenture. This last remaining
Convertible Debenture was converted on May 22, 2006.(7)
    
    Hollywood Media issued an aggregate of 25,281 shares of common stock valued at $102,950
to employees for services rendered, as follows: (a) 16,114 shares of common stock valued at
$68,500 were issued on January 18, 2006, based on the average of the closing share prices on
the ten trading days immediately prior to the issuance date, or $4.25; (b) 4,167 shares of
common stock valued at $15,000 were issued on July 20, 2006, based on the average of the
closing share prices on the ten trading days immediately prior to the July 19, 2006 date of
grant, or $3.60; (c) 5,000 shares of common stock valued at $19,450 were issued on September
20, 2006, based on the closing share price of $3.89 on the trading date prior to the
September 20, 2006 date of grant.(8)
    
    Hollywood Media issued an aggregate of 9,133 shares of common stock valued at $38,465
for interest due to holders of the Convertible Debentures, as follows: (a)
3,682 shares of common stock were issued on January 11, 2006 in payment of $15,123 of
interest, based on a $4.11 price per share; (b) 3,397 shares of common stock were issued on
April 4, 2006 in payment of $14,794 of interest, based on a $4.36 price per share; and (c)
2,054 shares of common stock were issued on May 22, 2006 in payment of $8,548 of interest,
based on a $4.16 price per share. In accordance with the terms of the Convertible
Debentures, the price per share in each case was equal to 95% of the average of the closing
price of Hollywood Media common stock for the five consecutive trading days ending on and
including the third business day immediately preceding the date of grant.(9)
    
    On March 1, 2006, Hollywood Media issued 44,028 shares of common stock valued at
$189,760, based on the December 31, 2005 closing share price of $4.31, for payment of
Hollywood Medias 401(k) employer match for calendar year 2005 (see Note 2).(10)
    
    Pursuant to a consulting agreement with an independent third party, the third party
provided services to the Company relating to the CinemasOnline acquisition in exchange for
options to acquire 200,000 shares of the Companys common stock at $3.90 per share. During
2005, the third party paid $780,000 in cash and exercised its options to acquire the 200,000
shares of the Companys common stock. The options were valued at $144,000 and were recorded
as goodwill relating to the CinemasOnline acquisition.(11)
    
    Hollywood Media issued an aggregate of 22,655 shares of common stock, valued at
$101,329, to employees for services rendered, as follows: (a) 4,115 shares of common stock
valued at $19,752 were issued on April 7, 2005, based on the closing share price of $4.80 on
the April 7, 2005 date of grant; and (b) 18,540 shares of common stock valued at $81,577
were issued on July 7, 2005, based on the closing share price of $4.45 on the July 1, 2005
date of grant.(12)
    
    Hollywood Media issued an aggregate of 22,237 shares of common stock valued at
$103,960 in connection with utilization of third party services for consulting work, as
follows: (a) 20,000 shares of common stock valued at $93,960 were issued on January 3, 2005; and (b) 2,237 shares of common stock valued at $10,000 were issued on
May 25, 2005, based on the closing share price of $4.47 on the May 23, 2005 date of grant.(13)
    
    Hollywood Media issued an aggregate of 13,620 shares of common stock, valued at
$59,999, for interest due to holders of the Convertible Debentures, as follows: (a) 3,244
shares of common stock were issued on January 4, 2005 in payment of $15,123 of interest,
based on a $4.663 price per share; (b) 3,107 shares of common stock were issued on April 20,
2005 in payment of $14,794 of interest, based on a $4.761 price per share; (c) 3,481 shares
of common stock were issued on July 13, 2005 in payment 78




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##### Table of Contents



of $14,959 of interest, based on a $4.298 price per share; and (d) 3,788 shares of common
stock were issued on October 10, 2005 in payment of $15,123 of interest, based on a $3.992
price per share. In accordance with the terms of the Convertible Debentures, the price per
share in each case was equal to 95% of the average of the closing price of Hollywood Media
common stock for the five consecutive trading days ending on and including the third
business day immediately preceding the date of grant.(14)
    
    On February 8, 2005, Hollywood Media issued 39,951 shares of common stock valued at
$193,762, based on the December 31, 2004 closing share price of $4.85, for payment of
Hollywood Medias 401(k) employer match for calendar year 2004 (see Note 2). SEGMENT REPORTING:
    79




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Year Ended December 31,2007
    
    
    2006
    
    
    2005Net Revenues:Broadway Ticketing
    
    $
    111,731,398
    
    
    $
    98,102,961
    
    
    $
    78,890,718Ad Sales
    
    
    10,891,517
    
    
    
    9,909,996
    
    
    
    4,513,676Intellectual Properties
    
    
    1,061,118
    
    
    
    1,229,126
    
    
    
    1,550,580Cable TV
    
    
    197,190
    
    
    
    174,899
    
    
    
    40,834Other
    
    
    
    
    
    
    
    
    
    
    $
    123,881,223
    
    
    $
    109,416,982
    
    
    $
    84,995,808Operating Income (Loss):Broadway Ticketing
    
    $
    3,350,493
    
    
    $
    3,937,948
    
    
    $
    2,798,186Ad Sales
    
    
    (2,239,958
    )
    
    
    (978,399
    )
    
    
    (1,848,811
    )Intellectual Properties
    
    
    (8,918
    )
    
    
    163,953
    
    
    
    379,636Cable TV
    
    
    (579,213
    )
    
    
    (573,454
    )
    
    
    (679,932
    )Other
    
    
    (10,535,791
    )
    
    
    (11,097,590
    )
    
    
    (11,834,116
    )$
    (10,013,387
    )
    
    $
    (8,547,542
    )
    
    $
    (11,185,037
    )Capital Expenditures (a)Broadway Ticketing
    
    $
    2,725,762
    
    
    $
    408,474
    
    
    $
    83,373Ad Sales
    
    
    806,378
    
    
    
    440,776
    
    
    
    252,803Intellectual Properties
    
    
    
    
    
    
    
    
    
    
    Cable TV
    
    
    2,015
    
    
    
    
    
    
    
    1,948Other
    
    
    229,092
    
    
    
    267,810
    
    
    
    544,039$
    3,763,247
    
    
    $
    1,117,060
    
    
    $
    882,163Depreciation and
Amortization Expense:Broadway Ticketing
    
    $
    317,576
    
    
    $
    289,857
    
    
    $
    288,690Ad Sales
    
    
    1,049,550
    
    
    
    917,496
    
    
    
    490,558Intellectual Properties
    
    
    
    
    
    
    
    
    
    
    1,955Cable TV
    
    
    6,100
    
    
    
    13,134
    
    
    
    120,761Other
    
    
    473,945
    
    
    
    481,940
    
    
    
    367,182$
    1,847,171
    
    
    $
    1,702,427
    
    
    $
    1,269,146
 December 31,2007
    
    
    2006Segment Assets:Broadway Ticketing
    
    $
    40,144,311
    
    
    $
    31,405,727Ad Sales
    
    
    30,194,171
    
    
    
    30,579,885Intellectual Properties
    
    
    739,078
    
    
    
    708,988Cable TV
    
    
    35,433
    
    
    
    159,116Discontinued Operations
    
    
    
    
    
    
    10,535,763Other
    
    
    22,865,843
    
    
    
    26,620,125$
    93,978,836
    
    
    $
    100,009,604
 
 (a)
    
    Capital expenditures do not include property and equipment acquired under
capital lease obligations or through acquisitions. 80




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UNAUDITED QUARTERLY FINANCIAL INFORMATION:
 For the quarter ended March 31, 2007
 ReportedNet revenues
    
    $
    26,721,636Loss from continuing operations
    
    
    (3,570,896
    )Income from discontinued operations
    
    
    510,777Net loss
    
    
    (3,060,119
    )Weighted average shares
    
    
    33,257,107Loss per share  continuing operations
    
    $
    (0.11
    )Income per share   discontinued operations
    
    $
    0.02Net loss per share (1)
    
    $
    (0.09
    )
 For the quarter ended June 30, 2007
 ReportedNet revenues
    
    $
    37,916,640Loss from continuing operations
    
    
    (1,980,168
    )Income from discontinued operations
    
    
    538,161Net loss
    
    
    (1,442,007
    )Weighted average shares
    
    
    33,445,413Loss per share  continuing operations
    
    $
    (0.06
    )Income per share   discontinued operations
    
    $
    0.02Net loss per share (1)
    
    $
    (0.04
    )
 For the quarter ended September 30, 2007
 ReportedNet revenues
    
    $
    28,207,878Loss from continuing operations
    
    
    (2,154,081
    )Income from discontinued operations
    
    
    10,250,023Net income
    
    
    8,095,942Weighted average shares
    
    
    33,613,357Loss per share  continuing operations
    
    $
    (0.06
    )Income per share   discontinued operations
    
    $
    0.30Net income per share (1)
    
    $
    0.24
 For the quarter ended December 31, 2007
 ReportedNet revenues
    
    $
    31,035,069Loss from continuing operations
    
    
    (2,160,389
    )Income from discontinued operations
    
    
    301,182Net loss
    
    
    (1,859,207
    )Weighted average shares
    
    
    32,900,188Loss per share  continuing operations
    
    $
    (0.07
    )Income per share   discontinued operations
    
    $
    0.00Net loss per share (1)
    
    $
    (0.07
    )
 81




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For the quarter ended March 31, 2006
 ReportedNet revenues
    
    $
    21,017,337Loss from continuing operations
    
    
    (3,592,286
    )Income from discontinued operations
    
    
    890,114Net loss
    
    
    (2,702,172
    )Weighted average shares
    
    
    32,323,946Loss per share  continuing operations
    
    $
    (0.11
    )Income per share  discontinued operations
    
    $
    0.03Net loss per share (1)
    
    $
    (0.08
    )
 For the quarter ended June 30, 2006
 ReportedNet revenues
    
    $
    29,978,981Loss from continuing operations
    
    
    (1,706,547
    )Income from discontinued operations
    
    
    668,301Net loss
    
    
    (1,038,246
    )Weighted average shares
    
    
    32,634,848Loss per share  continuing operations
    
    $
    (0.05
    )Income per share  discontinued operations
    
    $
    0.02Net loss per share (1)
    
    $
    (0.03
    )
 For the quarter ended September 30, 2006
 ReportedNet revenues
    
    $
    24,391,653Loss from continuing operations
    
    
    (2,542,247
    )Income from discontinued operations
    
    
    17,506,375Net income
    
    
    14,964,128Weighted average shares
    
    
    32,958,073Loss per share  continuing operations
    
    $
    (0.08
    )Income per share  discontinued operations
    
    $
    0.53Net income per share (1)
    
    $
    0.45
 For the quarter ended December 31, 2006
 ReportedNet revenues
    
    $
    34,029,011Operating loss from continuing operations
    
    
    (1,832,614
    )Loss from discontinued operations
    
    
    131,417Net loss
    
    
    (1,701,197
    )Weighted average shares
    
    
    33,119,624Loss per share  continuing operations
    
    $
    (0.06
    )Loss per share  discontinued operations
    
    $
    (0.00
    )Net loss per share (1)
    
    $
    (0.06
    )
 
 (1)
    
    Quarterly earnings per share are calculated on an individual basis and, because of roundings
and changes in the weighted average shares outstanding during the year, the summation of each
quarter may not equal the amount calculated for the year as a whole. 82




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RELATED PARTY TRANSACTIONS:
  83




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Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE.
  
 Item 9A. CONTROLS AND PROCEDURES.
 Evaluation of Disclosure Controls and Procedures
  Changes in Internal Control Over Financial Reporting
  
    
    Due to the limitations in the licensed ticketing system discussed below, the Company
began developing a transaction processing engine (TPE) to act as the foundation and
middle-ware to the next generation ticketing system. The TPE is being designed to
plug-in to a variety of software components, thus allowing the Company to license
various product line specific packages, thereby minimizing development time on future
product lines.
    
    Developed modifications to the existing ticketing systems to automate certain
processes related to the affiliate and groups processes necessary for the support,
review and summarization of financial information.
    
    Continued to strengthen the manual processes related to the support, review and
summarization of financial information produced from the existing ticketing system.
  Managements Report on Internal Control Over Financial Reporting
   84




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Managements Plan to Address Material Weakness
    85




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86




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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
    Internal
Control  Integrated Framework
      87




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.
  KAUFMAN, ROSSIN & CO., P.A.
   88




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ITEM 9B. OTHER INFORMATION .
  89




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PART III
 
 Item 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.
  
 Item 11. EXECUTIVE COMPENSATION.
  
 Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED
STOCKHOLDER MATTERS .
  
 Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE .
  
 Item 14. PRINCIPAL ACCOUNTING FEES AND SERVICES .
  90




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PART IV
 
 Item 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES.
 (a) The following documents are filed as a part of this Annual Report on Form 10-K:
 1. Financial Statements
  
    
    Report of Independent Registered Public Accounting Firm
    
    Consolidated Balance Sheets as of December 31, 2007 and December 31, 2006
    
    Consolidated Statements of Operations for the Years Ended December 31, 2007, 2006
and 2005
    
    Consolidated Statements of Shareholders Equity for the Years Ended December 31,
2007, 2006 and 2005
    
    Consolidated Statements of Cash Flows for the Years Ended December 31, 2007, 2006
and 2005
    
    Notes to Consolidated Financial Statements
 2. Financial Statement Schedules
  3. Exhibits
  Location ofExhibit No.
    
    Description
    
    Exhibit3.1
    
    Third Amended and Restated Articles of Incorporation
    
    
    (1
    )3.2
    
    Articles of Amendment to Articles
of Incorporation of Hollywood Media Corp. for
Designation of Preferences, Rights and Limitations of Series E Junior Preferred Stock
    
    
    (25
    )3.3
    
    Amended and Restated Bylaws of Hollywood Media Corp., dated as of
September 1, 2006
    
    
    (2
    )4.1
    
    Form of Common Stock Certificate
    
    
    (3
    )4.2
    
    Amended and Restated Rights Agreement dated as of August 23, 1996 between
Hollywood Media Corp. (f/k/a Big Entertainment, Inc.) and American Stock
Transfer & Trust Company, as Rights Agent
    
    
    (4
    )
 91




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Location ofExhibit No.
    
    Description
    
    Exhibit4.3
    
    Amendment No. 1, dated as of December 9, 2002, to Amended and Restated Rights Amendment dated as
of August 23, 1996 between Hollywood Media Corp. and American Stock Transfer & Trust Company.
    
    
    (5
    )4.4
    
    Amendment No. 2, dated as of September 1, 2006, to the Amended and
Restated Rights Agreement dated as of August 23, 1996, as amended
December 9, 2002, between Hollywood Media Corp. and American Stock Transfer
& Trust Company
    
    
    (2
    )10.1
    
    Compensatory Plans, Contracts and Arrangements(a) Employment Agreement between Hollywood Media Corp. and
Mitchell Rubenstein dated as of July 1, 1993
    
    
    (3
    )(b) Extension and Amendment Agreement between Hollywood Media Corp. and
Mitchell Rubenstein entered into as of July 1, 1998
    
    
    (6
    )(c) Employment Agreement between Hollywood Media Corp. and Laurie S. Silvers dated as of July
1, 1993
    
    
    (3
    )(d) Extension and Amendment Agreement between Hollywood Media Corp. and
Laurie S. Silvers entered into as of July 1, 1998
    
    
    (6
    )(e) 1993 Stock Option Plan, as amended effective October 1, 1999
    
    
    (7
    )(f) Directors Stock Option Plan, as amended effective May 1, 2003
    
    
    (16
    )(g) Form of Indemnification Agreement between Hollywood Media and each of
its Directors and Officers
    
    
    (3
    )(h) 2000 Stock Incentive Plan, as amended October 30, 2003
    
    
    (17
    )(i) Exchange Agreement dated as of
December 14, 2001 between Hollywood Media Corp.
and Laurie S. Silvers
    
    
    (8
    )(j) Exchange Agreement dated as of December 14, 2001 between Hollywood Media Corp.
and Mitchell Rubenstein
    
    
    (8
    )(k) Extension and Amendment Agreement dated as of May 31, 2004 between Hollywood Media Corp.
and Mitchell Rubenstein
    
    
    (22
    )(l) Extension and Amendment Agreement dated as of May 31, 2004 between Hollywood Media Corp.
and Laurie S. Silvers
    
    
    (22
    )(m) Extension and Amendment Agreement dated as of July 1, 2003 between Hollywood Media Corp.
and Mitchell Rubenstein
    
    
    (22
    )(n) Extension and Amendment Agreement dated as of July 1, 2003 between Hollywood Media Corp.
and Laurie S. Silvers
    
    
    (22
    )(o) Hollywood Media Corp. 401(k) Retirement Savings Plan, dated as of
September 16, 2004 (the Plan); Amendment to the Plan, dated as of September 16, 2004; related
Volume Submitter (Cross-Tested Defined Contribution Plan and Trust); EGTRRA Amendment to the
Plan and Post-EGTRRA Amendment to the Plan, dated as of September 16, 2004
    
    
    (23
    )(p) 2004 Stock Incentive Plan
    
    
    (24
    )(q) Amendment Agreement, dated as of November 15, 2004, to Employment Agreement between
Hollywood Media Corp. and Mitchell Rubenstein.
    
    
    (25
    )(r) Amendment Agreement, dated as of November 15, 2004, to Employment Agreement between
Hollywood Media Corp. and Laurie S. Silvers.
    
    
    (25
    )(s) Amended and Restated Employment Agreement, dated August 9, 2006, by and between
Hollywood Media Corp. and Scott Gomez.
    
    
    (27
    )(t) Amended and Restated Employment Agreement, dated November 8, 2006, by and between
Theatre Direct NY, Inc., Broadway.com, Inc., Hollywood Media Corp.
and Mr. Matthew Kupchin.
    
    
    (33
    )(u) Amendment to Hollywood Media Corp. 401(k) Retirement Savings Plan,
Dated June 16, 2005.
    
    
    (28
    )(v) Employment Agreement dated as of July 1, 2005, by and between Hollywood
Media Corp. and Nicholas Hall.
    
    
    (28
    )
 92




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Location ofExhibit No.
    
    Description
    
    Exhibit(w) Employment Agreement dated as of August 8, 2005, by and among
Baseline, Inc., StudioSystems Inc., Hollywood Media Corp. and Rafi Gordon
    
    
    (28
    )(x) Employment Agreement, dated as of August 8, 2005, by and among
Baseline, Inc., StudioSystems Inc., Hollywood Media Corp. and Alex Amin.
    
    
    (28
    )(y) Employment Agreement dated January 18, 2006, by and among Hollywood
Fan Sites, Inc. and Mr. Rajiv Doshi.
    
    
    (32
    )(z) Employment Agreement, dated as of March 30, 2006, by and among
Hollywood Media Corp., Showtimes.com, Inc. and Mr. Brett West.
    
    
    (34
    )(aa) Employment Agreement, dated June 7, 2006, by and between Screenline
Film-und Medieninformations GmbH and Mrs. Paula Kathryn Maracin-Krieg.
    
    
    (35
    )(bb) Employment Agreement, dated July 16, 2007, buy and between
Hollywood.com, Inc. and Mr. Kevin Davis
    
    
    (38
    )(cc) Termination of Employment Agreement, dated as of August 24, 2007, by and
Among Showtimes.com, Inc., Brett West and Hollywood Media Corp.
    
    
    (39
    )10.2
    
    Common Stock Investment Agreement dated as of August 22, 2000 among
Hollywood Media, Elliott Associates, L.P. and Westgate International, L.P.
    
    
    (9
    )10.3
    
    Registration Rights Agreement dated August 22, 2000 among Hollywood Media,
Elliott Associates, L.P. and Westgate International, L.P.
    
    
    (9
    )10.4
    
    Common Stock Adjustment Warrant dated August 22, 2000 between
Hollywood Media and Elliott Associates, L.P.
    
    
    (9
    )10.5
    
    Common Stock Adjustment Warrant dated August 22, 2000 between
Hollywood Media and Westgate International, L.P.
    
    
    (9
    )10.6
    
    Common Stock Purchase Warrant dated August 22, 2000 between
Hollywood Media and Elliott Associates, L.P.
    
    
    (9
    )10.7
    
    Common Stock Purchase Warrant dated August 22, 2000 between
Hollywood Media and Westgate International, L.P.
    
    
    (9
    )10.8
    
    Purchase Agreement effective as of September 29, 2000 among
Hollywood.com, Inc. and the Purchasers named therein
    
    
    (10
    )10.9
    
    Services Agreement dated as of February 9, 2001 between
Hollywood Media Corp., and Lakeside Ventures, LLC
    
    
    (11
    )10.10
    
    Securities Purchase Agreement dated as of April 25, 2001 between
Hollywood Media Corp., Societe Generale and Velocity Investment
Partners, Ltd.
    
    
    (11
    )10.11
    
    Registration Rights Agreement dated as of April 25, 2001 between
Hollywood Media Corp., Societe Generale and Velocity Investment Partners, Ltd.
    
    
    (11
    )10.12
    
    A Warrant issued to Societe Generale
    
    
    (11
    )10.13
    
    B Warrant issued to Societe Generale
    
    
    (11
    )10.14
    
    Investment and Subscription Agreement made and entered into as of
September 17, 2001, between Hollywood Media Corp. and Zeke, L.P., a
Delaware limited partnership.
    
    
    (12
    )
 93




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Location ofExhibit No.
    
    Description
    
    Exhibit10.15
    
    Purchase Agreement made as of October 12, 2001, between Broadway.com, Inc.,
Robert DeVivio and Peter Falconello
    
    
    (12
    )10.16
    
    Transfer and Shareholders Agreement dated January 14, 2002 by and among
Baseline Acquisitions Corp., Baseline, Inc., Hollywood Media Corp. and
Fountainhead Media Services, Inc.
    
    
    (13
    )10.17
    
    Management Services Agreement as of January 14, 2002 between
Hollywood Services, Inc. and Baseline, Inc.
    
    
    (13
    )10.18
    
    Exchange Agreement dated August 28, 2002, among Hollywood Media Corp.,
Hollywood.com, Inc., Broadway.com, Inc. and Viacom Inc.
    
    
    (14
    )10.19
    
    Securities Purchase Agreement for 6% Senior Convertible Debentures, dated as of May 22, 2002,
among Hollywood Media Corp., Federated Kaufman Fund, Portside Growth & Opportunity Fund Ltd.,
Leonardo, L.P., Carpe Diem Long Short Fund, LLC and Mitchell Rubenstein
    
    
    (15
    )10.20
    
    6% Senior Convertible Debenture Due May 2005 issued by Hollywood Media Corp. as of May 22, 2002
    
    
    (15
    )10.21
    
    Registration Rights Agreement, dated as of May 22, 2002, among Hollywood Media Corp., Federated
Kaufman Fund, Portside Growth & Opportunity Fund Ltd., Leonardo, L.P., Carpe Diem Long Short
Fund, LLC and Mitchell Rubenstein
    
    
    (15
    )10.22
    
    Warrant issued by Hollywood Media Corp. to purchasers of 6% Senior Convertible Debentures, dated
as of May 22, 2002
    
    
    (15
    )10.23
    
    Amended and Restated Partnership Agreement dated as of November 21, 2002 between Hollywood Media
Corp. and Dr. Martin H. Greenberg
    
    
    (18
    )10.24
    
    Indemnification Agreement for Surety Bonds dated as of May 7, 2003, by and
between Hollywood Media Corp., and Mitchell Rubenstein and Laurie Silvers.
    
    
    (19
    )10.25
    
    Securities Purchase Agreement dated as of February 9, 2004, among Hollywood
Media Corp. and the investors signatory thereto
    
    
    (20
    )10.26
    
    Registration Rights Agreement dated as of February 9, 2004, among Hollywood
Media Corp. and the investors signatory thereto
    
    
    (20
    )10.27
    
    Form of Warrant issued to purchasers pursuant to Securities Purchase Agreement
dated February 9, 2004.
    
    
    (20
    )10.28
    
    Warrant issued to placement agent in connection with Securities Purchase
Agreement dated February 9, 2004.
    
    
    (20
    )10.29
    
    Agreement dated as of January 7, 2004 between Fountainhead Media Services, Inc. and Hollywood
Media Corp., providing for the satisfaction of Fountainheads promissory note to Hollywood Media
in exchange for Fountainheads shares of common stock of Baseline Acquisitions Corp.
    
    
    (21
    )
 94




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Location ofExhibit No.
    
    Description
    
    Exhibit10.30
    
    Agreement and Plan of Merger dated as of June 14, 2004, by and among Studio
Systems, Inc., Hollywood Media Corp., SSI Acquisition Sub, Inc. and SSI
Investments LLC
    
    
    (22
    )10.31
    
    Asset Purchase Agreement dated as of June 15, 2004, by and between Merchant Internet Group,
Inc., Showtimes.Com, Inc., and Hollywood Media Corp.
    
    
    (22
    )10.32
    
    Amendment to Debenture Agreement, dated as of September 29, 2004, by and between
Hollywood Media Corp. and Portside Growth & Opportunity Fund Ltd.
    
    
    (25
    )10.33
    
    Amended and Restated 6% Senior Convertible Debenture Due May 22, 2006 issued by Hollywood Media
Corp. to Portside Growth & Opportunity Fund Ltd., dated October 15, 2004.
    
    
    (25
    )10.34
    
    Warrant No. W-A-5 dated as of August 31, 2004 issued to CD Investment Partners, Ltd. in
replacement of Warrant No. W-A-4.
    
    
    (25
    )10.35
    
    Agreement to Convert Debenture, dated as of August 30, 2004, by and between Hollywood Media
Corp. and Leonardo, L.P.
    
    
    (25
    )10.36
    
    Conversion Notice, dated
September 28, 2004, for 6% Senior Convertible Debenture
due May 22, 2005 held by Leonardo, L.P.
    
    
    (25
    )10.37
    
    Agreement to Convert Debenture,
dated as of August 31, 2004, by and between Hollywood
Media Corp. and CD Investment Partners, Ltd.
    
    
    (25
    )10.38
    
    Conversion Notice, dated September 30, 2004, for 6% Senior Convertible Debenture due May 22,
2005 held by CD Investment Partners, Ltd.
    
    
    (25
    )10.39
    
    Conversion Notice, dated August 20, 2004, for 6% Senior Convertible Debenture due May 22,
2005 held by Federated Kaufmann Fund
    
    
    (25
    )10.40
    
    Conversion Notice, dated August 20, 2004, for 6% Senior Convertible Debenture due May 22, 2005
held by Mitchell Rubenstein and Laurie Silvers
    
    
    (25
    )10.41
    
    Financial commitment letter dated March 28, 2005 made by Mitchell Rubenstein and Laurie Silvers
in favor of Hollywood Media Corp.
    
    
    (26
    )10.42
    
    Letter agreement dated August 5, 2005 extending term of Financial Commitment
Letter dated March 28, 2005 made by Mitchell Rubenstein and Laurie Silvers in
Favor of Hollywood Media Corp.
    
    
    (28
    )10.44
    
    Agreement for the Sale and Purchase of UK Theatres Online Limited and other
Companies, dated November 22, 2005, by and among Cinemasource UK Limited,
Jeffrey Spector and the other shareholders party thereto.
    
    
    (29
    )10.45
    
    Agreement for the Sale and Purchase of Cinemasonline Limited, dated
November 22, 2005, by and between Mitchell Clifford Cartwright and
Cinemasource UK Limited.
    
    
    (29
    )10.46
    
    Note Purchase Agreement, dated as of November 22, 2005, by and among
Hollywood Media and each of the Purchasers, including the forms of Notes and
Warrants issued to the Purchasers and the form of registration rights agreement.
    
    
    (29
    )
 95




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Location ofExhibit No.
    
    Description
    
    Exhibit10.47
    
    Registration Rights Agreement dated November 23, 2005 by and among Hollywood
Media Corp. and the investors signatory thereto.
    
    
    (30
    )10.48
    
    Letter agreements dated March 15, 2006, by and between Hollywood Media Corp.
and each of the holders of its 8% Senior Unsecured Notes dated November 23, 2005.
    
    
    (31
    )10.49
    
    Form of Common Stock Purchase Warrants dated March 15, 2006, issued to the
Holders of Hollywood Media Corp.s 8% Senior Unsecured Notes dated
November 23, 2005.
    
    
    (31
    )10.50
    
    Asset Purchase Agreement, dated January 18, 2006, by and among Hollywood
Media Corp., Hollywood Fan Sites, Inc., eFanGuide, Inc. and each of the
Shareholders of eFanGuide, Inc.
    
    
    (32
    )10.51
    
    Asset Purchase Agreement, dated January 31, 2006, by and among Hollywood
Media Corp., Hollywood Fan Sites, Inc., Prosperity Plus, Inc. and the sole
shareholder of Prosperity Plus, Inc.
    
    
    (32
    )10.52
    
    Sale and Purchase Agreement, dated June 7, 2006, regarding the purchase of all
Shares in Screenline Film-und Medieninformations GmbH by Hollywood Media
Corp.
    
    
    (35
    )10.53
    
    Stock Purchase Agreement, dated as of August 25, 2006, by and between The New
York Times Company and Hollywood Media Corp.
    
    
    (36
    )10.54
    
    Asset Purchase Agreement, dated as of February 1, 2007, by and among Theatre
Direct NY, Inc., Showtix LLC and each of the members of Showtix LLC.
    
    
    (37
    )10.55
    
    Asset Purchase Agreement, dated as of August 24, 2007, by and among Hollywood
Media Corp., Showtimes.com, Inc. Brett West and West World Media, LLC.
    
    
    (39
    )21
    
    Subsidiaries of Hollywood Media
    
    
    (40
    )23.1
    
    Consent of Kaufman, Rossin & Co., P.A. Independent Registered Public Accounting
Firm
    
    
    *31.1
    
    Certification of Chief Executive Officer (Section 302)
    
    
    *31.2
    
    Certification of Vice President of Finance and Accounting (Principal financial and accounting
officer) (Section 302)
    
    
    *32.1
    
    Certification of Chief Executive Officer (Section 906)
    
    
    *32.2
    
    Certification of Vice President of Finance and Accounting (Principal financial and accounting
officer) (Section 906)
    
    
    *
 96




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*
    
    Filed as an exhibit to this Form 10-K(1)
    
    Incorporated by reference from the exhibit filed with Hollywood Medias Annual Report on
Form 10-K for the year ended December 31, 2000.(2)
    
    Incorporated by reference from the exhibit filed with Hollywood Medias Current Report on
Form 8-K filed on September 5, 2006.(3)
    
    Incorporated by reference from the exhibit filed with Hollywood Medias Registration Statement
on Form SB-2 (No. 33-69294).(4)
    
    Incorporated by reference from exhibit 1 to Hollywood Medias Current Report on Form 8-K
filed on October 20, 1999.(5)
    
    Incorporated by reference from the exhibit to Hollywood Medias Current Report on Form 8-K
filed on December 10, 2002.(6)
    
    Incorporated by reference from the exhibit filed with Hollywood Medias Quarterly Report on
Form 10-QSB for the quarter ended September 30, 1998.(7)
    
    Incorporated by reference from the exhibit filed with Hollywood Medias Annual Report on
Form 10-K for the year ended December 31, 1999.(8)
    
    Incorporated by reference from the exhibit filed with Hollywood Medias Quarterly Report on
Form 10-Q for the quarter ended June 30, 2002.(9)
    
    Incorporated by reference from the exhibits to Hollywood Medias Current Report on Form 8-K
filed on August 29, 2000.(10)
    
    Incorporated by reference from the exhibits to Hollywood Medias Current Report on Form 8-K
filed on October 5, 2000.(11)
    
    Incorporated by reference from the exhibit filed with Hollywood Medias Quarterly Report on
Form 10-Q/A for quarter ended March 31, 2001.(12)
    
    Incorporated by reference from the exhibit filed with Hollywood Medias Quarterly Report on
Form 10-Q for the quarter ended September 30, 2001.(13)
    
    Incorporated by reference from the exhibit filed with Hollywood Medias Annual Report on Form 10-K for
the year ended December 31, 2001.(14)
    
    Incorporated by reference from the exhibit to Hollywood Medias Current Report on Form 8-K filed on
August 28, 2002(15)
    
    Incorporated by reference from the exhibit to Hollywood Medias Current Report on Form 8-K filed on May
23, 2002(16)
    
    Incorporated by reference from Appendix B to Hollywood Medias Proxy Statement filed on
November 13, 2003 for its 2003 Annual Meeting of Shareholders.(17)
    
    Incorporated by reference from Appendix C to Hollywood Medias Proxy Statement filed on
November 13, 2003 for its 2003 Annual Meeting of Shareholders.(18)
    
    Incorporated by reference from the exhibit filed with Hollywood Medias Annual Report on
Form 10-K for the year ended December 31, 2002.(19)
    
    Incorporated by reference from the exhibit filed with Hollywood Medias Quarterly Report on
Form 10-Q for the quarter ended September 30, 2003.(20)
    
    Incorporated by reference from the exhibits to Hollywood Medias Current Report on Form 8-K
filed on February 17, 2004.(21)
    
    Incorporated by reference from the exhibit filed with Hollywood Medias Quarterly Report on
Form 10-Q for the quarter ended March 31, 2004.(22)
    
    Incorporated by reference from the exhibit filed with Hollywood Medias Quarterly Report on
Form 10-Q for the quarter ended June 30, 2004. 97




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(23)
    
    Incorporated by reference from the exhibits to Hollywood Medias Current Report on Form 8-K
filed on September 17, 2004.(24)
    
    Incorporated by reference from Appendix B to Hollywood Medias Proxy Statement filed on
November 4, 2004 for its 2004 Annual Meeting of Shareholders.(25)
    
    Incorporated by reference from the exhibit filed with Hollywood Medias Quarterly Report on
Form 10-Q for the quarter ended September 30, 2004.(26)
    
    Incorporated by reference from the exhibit filed with Hollywood Medias Annual Report on Form
10-K for the year ended December 31, 2002.(27)
    
    Incorporated by reference from the exhibit filed with Hollywood Medias Quarterly Report on Form
10-Q for the quarter ended June 30, 2006.(28)
    
    Incorporated by reference from the exhibit filed with Hollywood Medias Quarterly Report on
Form 10-Q for the quarter ended June 30, 2005.(29)
    
    Incorporated by reference from the exhibits filed with Hollywood Medias Current Report on Form
8-K filed on November 28, 2005.(30)
    
    Incorporated by reference from the exhibit filed with Hollywood Medias Registration Statement on
Form S-3 (No. 333-130903).(31)
    
    Incorporated by reference from the exhibits filed with Hollywood Medias Current Report on Form
8-K filed on March 16, 2006.(32)
    
    Incorporated by reference from the exhibits filed with Hollywood Medias Current Report on Form
8-K filed on February 6, 2006.(33)
    
    Incorporated by reference from the exhibit filed with Hollywood Medias Quarterly Report on Form
10-Q for the quarter ended September 30, 2006.(34)
    
    Incorporated by reference from the exhibit filed with Hollywood Medias Annual Report on Form
10-K for the year ended December 31, 2005.(35)
    
    Incorporated by reference from the exhibit filed with Hollywood Medias Current Report on Form
8-K filed on June 13, 2006.(36)
    
    Incorporated by reference from the exhibit filed with Hollywood Medias Current Report on Form
8-K filed on August 28, 2006.(37)
    
    Incorporated by reference from the exhibit filed with Hollywood Medias Current Report on Form
8-K filed on February 6, 2007.(38)
    
    Incorporated by reference from the exhibit filed with Hollywood Media Corp.s Form 8-K filed on
July 19, 2007.(39)
    
    Incorporated by reference from the exhibit filed with Hollywood Media Corp.s Form 8-K filed on
August 30, 2007.(40)
    
    Incorporated by reference from the exhibit filed with Hollywood Medias Annual Report on Form
10-K for the year ended December 31, 2006. 98




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##### Table of Contents



SIGNATURES
  HOLLYWOOD MEDIA CORP.Date:  March 17, 2008
    By:
    /s/ Mitchell RubensteinMitchell Rubenstein, Chairman of the Boardand Chief Executive Officer  Date: March 17, 2008
    
    /s/ Mitchell RubensteinMitchell Rubenstein, Chairman of the Boardand Chief Executive Officer (Principal executive officer)Date: March 17, 2008
    
    /s/ Laurie S. SilversLaurie S. Silvers, Vice Chairman of the Board,President and SecretaryDate: March 17, 2008
    
    /s/ Scott GomezScott Gomez, Chief Accounting Officer (Principalfinancial and accounting officer)Date: March 17, 2008
    
    /s/ Harry T. HoffmanHarry T. Hoffman, DirectorDate: March 17, 2008
    
    /s/ Robert E. McAllanRobert E. McAllan, DirectorDate: March 17, 2008
    
    /s/ Robert D. EpsteinRobert D. Epstein, DirectorDeborah J. Simon, Director
 99