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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, 2006
 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
 
  
 Common stock, par value $.01 per share
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##### Table of Contents



HOLLYWOOD MEDIA CORP.
FORM 10-K
FOR THE YEAR ENDED
DECEMBER 31, 2006
 Table of Contents
 CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
    
    iiiPART IItem 1. Business
    
    1Item 1A. Risk Factors
    
    8-16Item 1B. Unresolved Staff Comments
    
    16Item 2. Properties
    
    16-17Item 3. Legal Proceedings
    
    17Item 4. Submission of Matters to a Vote of Shareholders
    
    17PART IIItem 5. Market for Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
    
    18-19Item 6. Selected Financial Data
    
    20-22Item 7. Managements Discussion and Analysis of Financial Condition and Results of Operation
    
    22-36Item 7A. Quantitative and Qualitative Disclosures About Market Risk
    
    36-37Item 8. Financial Statements and Supplementary Data
    
    37Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
    
    87Item 9A. Controls and Procedures
    
    88-91Item 9B. Other Information
    
    92PART IIIItem 10. Directors and Executive Officers of the Registrant
    
    93Item 11. Executive Compensation
    
    93Item 12. Security Ownership of Certain Beneficial Owners and Management
    
    93Item 13. Certain Relationships and Related Transactions
    
    93
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Item 14. Principal Accounting Fees and Services
    
    93PART IVItem 15. Exhibits, Financial Statement Schedules
    
    94EX-21 SUBSIDIARIES OF HOLLYWOOD MEDIAEX-23.1 CONSENT OF KAUFMAN, ROSSIN & CO. PAEX-23.2 CONSENT OF ERNST & YOUNG LLPEX-31.1 SECTION 302 CERTIFICATION OF THE CEOEX-31.2 SECTION 302 CERTIFICATION OF THE CFOEX-32.1 SECTION 906 CERTIFICATION OF THE CEOEX-32.2 SECTION 906 CERTIFICATION OF THE CFO
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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 and integrate new businesses into Hollywood Media,
    
    our ability to develop and maintain strategic relationships,
    
    our ability to compete with other media, data 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,
    
    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.




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




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®
    Tom Clancys NetForce.
   Other Business and Financial Information.
 2




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SEC Reports Available on Internet.
 Data Syndication Division
  CinemaSource
 EventSource
 ExhibitorAds
 3




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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.
 TDI
  Theatre.com.
 Internet Divisions
 Hollywood.com
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Broadway.com and Theatre.com ®
 CinemasOnline CinemasOnline
 Cable TV
   5




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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 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.
  6




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Employees
  7




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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.
   
    
    seasonal 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 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;
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
    
    travel agents and other traditional ticketing organizations, companies, agents and brokers; and
    
    the box office at each of the venues that hold events for which we sell tickets.
 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;
    
    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.
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We may not be able to successfully protect our trademarks and proprietary rights.
 Internet Businesses.
   Intellectual Properties Business
   We may become subject to liability for infringement of third-party intellectual property
rights.
  10




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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 .
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Our operations could be negatively impacted by systems interruptions.
  We are subject to additional security risks by doing business over the Internet.
  We may not be able to adapt as technologies and customer expectations continue to evolve.
  If our suppliers of tickets for Broadway or Londons West End 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.
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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.
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We have authorized but unissued preferred stock, which could affect rights of holders of
common stock .
  Our articles of incorporation, bylaws, shareholders rights plan and Florida law may
discourage takeover attempts.
    Our stock price is volatile .
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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.
  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.
  15




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We are exposed to market risk related to changes in interest rates and fluctuations in foreign
currency exchange rates.
  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 .
  16




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CurrentLocation
    
    Square Feet
    
    Monthly Rent
    
    Expiration DateCorporate Headquarters
    
    
    10,820
    
    
    $
    18,989
    
    
    October 31, 2007Boca Raton, FL
    
    
    1,061
    
    
    $
    1,862
    
    
    October 31, 2007CinemaSource,
    
    
    11,475
    
    
    $
    22,568
    
    
    September 30, 2010EventSource,
ExhibitorAds
Ridgefield, CTTheatre Direct International,
    
    
    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
    
    
    1,700
    
    
    $
    4,706
    
    
    March 31, 20092,500
    
    
    $
    7,375
    
    
    July 31, 20071,820
    
    
    $
    5,195
    
    
    September 30, 20072,000
    
    
    $
    3,200
    
    
    Month to MonthTekno Books
    
    
    2,025
    
    
    $
    1,441
    
    
    Month to MonthGreen Bay, WI
    
    
    463
    
    
    $
    350
    
    
    Month to MonthCinemasOnline
    
    
    3,710
    
    
    $
    5,287
    
    
    November 20, 2008Lancashire, UKTheatre.com UK
    
    
    700
    
    
    $
    7,190
    
    
    May 3, 2008London, UK
 
 Item 3. Legal Proceedings .
  
 Item 4. Submission of Matters to a Vote of Shareholders .
  17




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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
    
    Low2005First Quarter
    
    $
    5.69
    
    
    $
    4.34Second Quarter
    
    $
    5.00
    
    
    $
    3.90Third Quarter
    
    $
    4.62
    
    
    $
    3.88Fourth Quarter
    
    $
    4.50
    
    
    $
    3.612006First Quarter
    
    $
    5.13
    
    
    $
    4.14Second Quarter
    
    $
    4.89
    
    
    $
    3.61Third Quarter
    
    $
    4.24
    
    
    $
    3.20Fourth Quarter
    
    $
    4.40
    
    
    $
    3.30
 Holders of Common Stock
  Dividend Policy
  Recent Sales of Unregistered Securities
  Issuer Repurchases of Equity Securities
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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
 
 
 *
    
    Assumes $100 invested on 12/31/01 in stock or index, including reinvestment of dividends 19




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Item 6. Selected Financial Data .
   20




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YEARS ENDED DECEMBER 31,2006
    
    
    2005
    
    
    2004
    
    
    2003
    
    
    2002STATEMENT OF OPERATIONS DATA:Net revenuesTicketing
    
    $
    98,102,961
    
    
    $
    78,890,718
    
    
    $
    59,689,971
    
    
    $
    52,266,539
    
    
    $
    45,333,627Other
    
    
    17,792,499
    
    
    
    11,464,312
    
    
    
    9,899,270
    
    
    
    10,675,671
    
    
    
    10,974,302Total net revenues
    
    
    115,895,460
    
    
    
    90,355,030
    
    
    
    69,589,241
    
    
    
    62,942,210
    
    
    
    56,307,929Operating Costs and ExpensesCost of revenues  ticketing
    
    
    81,928,952
    
    
    
    67,515,534
    
    
    
    51,781,133
    
    
    
    44,850,254
    
    
    
    39,930,761Editorial, production, development and
technology (exclusive of depreciation,
and amortization shown separately below)
    
    
    7,204,546
    
    
    
    4,779,185
    
    
    
    4,057,680
    
    
    
    4,600,246
    
    
    
    4,765,138Selling, general and administrative
    
    
    15,589,131
    
    
    
    11,452,679
    
    
    
    10,237,259
    
    
    
    7,314,448
    
    
    
    8,472,743Payroll & benefits
    
    
    15,600,177
    
    
    
    14,688,004
    
    
    
    11,021,138
    
    
    
    10,072,241
    
    
    
    10,872,116Amortization of CBS advertising
    
    
    
    
    
    
    
    
    
    
    38,807
    
    
    
    885,974
    
    
    
    11,251,566Impairment loss  CBS advertising
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    57,274,680Write-off prepaid trade credits
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    655,500Depreciation and amortization
    
    
    1,879,405
    
    
    
    1,468,334
    
    
    
    1,579,201
    
    
    
    2,007,643
    
    
    
    2,538,863Provision for closed stores and lease
termination costs
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (14,644
    )Total operating costs and expenses
    
    
    122,202,211
    
    
    
    99,903,736
    
    
    
    78,715,218
    
    
    
    69,730,806
    
    
    
    135,746,723Loss from operations
    
    
    (6,306,751
    )
    
    
    (9,548,706
    )
    
    
    (9,125,977
    )
    
    
    (6,788,596
    )
    
    
    (79,438,794
    )Equity in earnings of unconsolidated investees
    
    
    12,227
    
    
    
    533,228
    
    
    
    576,317
    
    
    
    957,681
    
    
    
    234,504Other income (expense)Interest, net
    
    
    (1,788,241
    )
    
    
    (546,171
    )
    
    
    (2,608,776
    )
    
    
    (1,442,707
    )
    
    
    (1,272,879
    )Change in derivative liability
    
    
    640,536
    
    
    
    87,037
    
    
    
    
    
    
    
    
    
    
    
    Other, net
    
    
    1,025
    
    
    
    44,523
    
    
    
    3,334
    
    
    
    (371,900
    )
    
    
    (260,756
    )Loss from continuing operations before minority
interest
    
    
    (7,441,204
    )
    
    
    (9,430,089
    )
    
    
    (11,155,102
    )
    
    
    (7,645,522
    )
    
    
    (80,737,925
    )Minority interest in (earnings) losses of subsidiaries
    
    
    4,910
    
    
    
    (168,107
    )
    
    
    (388,383
    )
    
    
    (564,233
    )
    
    
    (665,529
    )Loss from continuing operations
    
    
    (7,436,294
    )
    
    
    (9,598,196
    )
    
    
    (11,543,485
    )
    
    
    (8,209,755
    )
    
    
    (81,403,454
    )Gain on sale of discontinued operations, net of
income taxes of $524,265
    
    
    16,328,241
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Income (loss) from discontinued operations
    
    
    630,566
    
    
    
    685,014
    
    
    
    (54,314
    )
    
    
    768,068
    
    
    
    (1,391,324
    )Income (loss) from discontinued operations
    
    
    16,958,807
    
    
    
    685,014
    
    
    
    (54,314
    )
    
    
    768,068
    
    
    
    (1,391,324
    )Net income (loss)
    
    $
    9,522,513
    
    
    $
    (8,913,182
    )
    
    $
    (11,597,799
    )
    
    $
    (7,441,687
    )
    
    $
    (82,794,778
    )Basic and diluted income (loss) per common shareContinuing operations
    
    $
    (0.23
    )
    
    $
    (0.30
    )
    
    $
    (0.42
    )
    
    $
    (0.40
    )
    
    $
    (3.19
    )Discontinued operations
    
    
    0.52
    
    
    
    0.02
    
    
    
    (0.00
    )
    
    
    0.04
    
    
    
    (0.05
    )Total basic and diluted net income (loss) per share
    
    $
    0.29
    
    
    $
    (0.28
    )
    
    $
    (0.42
    )
    
    $
    (0.36
    )
    
    $
    (3.24
    )Weighted average common and common
equivalent shares outstanding -
basic and diluted
    
    
    32,761,848
    
    
    
    31,470,307
    
    
    
    27,784,850
    
    
    
    20,829,183
    
    
    
    25,535,626
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AS OF DECEMBER 31,2006
    
    2005
    
    2004
    
    2003
    
    2002CONSOLIDATED BALANCE SHEET DATA:Cash and cash equivalents
    
    $
    27,448,649
    
    
    $
    6,926,313
    
    
    $
    6,075,508
    
    
    $
    1,864,648
    
    
    $
    2,296,799Working capital (deficit)
    
    
    16,380,362
    
    
    
    (3,396,040
    )
    
    
    (1,951,662
    )
    
    
    (6,490,321
    )
    
    
    (1,605,147
    )Total assets
    
    
    100,009,604
    
    
    
    83,302,950
    
    
    
    69,811,599
    
    
    
    56,881,021
    
    
    
    61,752,923Capital lease obligations, including current portion
    
    
    106,953
    
    
    
    116,085
    
    
    
    172,323
    
    
    
    406,328
    
    
    
    578,629Convertible debentures   net
    
    
    
    
    
    
    940,927
    
    
    
    799,152
    
    
    
    4,027,629
    
    
    
    3,223,988Senior Unsecured Notes
    
    
    6,375,399
    
    
    
    5,402,255
    
    
    
    
    
    
    
    
    
    
    
    Total shareholders equity
    
    $
    55,699,417
    
    
    $
    42,399,092
    
    
    $
    47,149,270
    
    
    $
    34,285,699
    
    
    $
    40,047,843
 
 Item 7. Managements Discussion and Analysis of Financial Condition and Results of
Operation .
  Overview
  Acquisitions since 2004
  
    
    On July 1, 2004, Hollywood Media consummated our acquisition by merger of
100% of the outstanding common stock of StudioSystems, Inc. (SSI), one of the leading
entertainment industry database and information service providers. As a result of the
acquisition, SSI became a subsidiary of Hollywood Media and its business was integrated
with our Baseline/FilmTracker subsidiary now known as Baseline/StudioSystems. In
August of 2006, Baseline/StudioSystems was sold (see Note 4  Discontinued Operations
in the Notes to Consolidated Financial Statements in Item 8 of this Form 10-K).
    
    On November 23, 2005 Hollywood Media consummated our acquisition of 100% of the
outstanding common stock of the U.K. based CinemasOnline, a group of advertising sales
and data services companies focused primarily on selling advertising on cinema and live
theatre websites in the U.K. and Ireland. CinemasOnline became a subsidiary of
CinemaSource UK Limited, a wholly-owned subsidiary of Hollywood Media.
    
    On January 18, 2006, Hollywood Media consummated the acquisition of the assets of
eFanGuide, Inc. (eFanGuide) including all of its assets related to its celebrity
fan websites, including approximately 120 owned URLs and 5 hosted URLs. The aggregate
purchase price paid by Hollywood Media for the websites and related assets was $216,500
paid by 50,930 unregistered
 22




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shares of common stock of Hollywood Media, based on the closing date fair market value
calculation set forth in the asset purchase agreement.
    
    On January 31, 2006, Hollywood Media consummated the acquisition of the assets of
Prosperity Plus, Inc. (Prosperity Plus) including all of its assets related to its
celebrity fan websites, including approximately 31 owned URLs and 17 hosted URLs. The
aggregate purchase price paid by Hollywood Media for the websites and related assets
was (i) $100,000 in cash and (ii) $300,000 paid by the issuance of
69,349 unregistered shares of common stock of Hollywood Media, based on the closing date fair market value
calculation set forth in the asset purchase agreement.
    
    On February 1, 2007, Hollywood Media, through its wholly-owned subsidiary Theatre
Direct NY, Inc. (Theatre Direct), entered into a definitive asset purchase
agreement with Showtix LLC (Showtix) and each of its members for the
acquisition by Theatre Direct of substantially all of the assets of Showtix. Showtix is
a full-service, licensed group ticketing sales agency that sells tickets for Broadway
and Off-Broadway theatrical performances. This acquisition was completed and closed on
February 1, 2007. The aggregate purchase price paid by Hollywood Media for the assets
of Showtix was $2.6 million in cash. In addition, Showtix is also entitled to receive
up to $370,000 in cash earn-outs as follows: (i) for each of the 2007, 2008 and 2009
fiscal years, Showtix is entitled to receive a cash amount equal to 2.5% of the gross
profit earned by Theatre Directs group ticketing business, up to a maximum of $60,000
in each such fiscal year; and (ii) for each of the 2010 and 2011 fiscal years, Showtix
is entitled to receive a cash amount equal to 3.0% of the gross profit earned by
Theatre Directs group ticketing business, up to a maximum of $95,000 in each such
fiscal year.
 RESULTS OF OPERATIONS
 Year ended December 31, 2006 (fiscal 2006) as compared to the year ended December 31, 2005
(fiscal 2005) and year ended December 31, 2004 (fiscal 2004).
 Composition of our business segments are as follows:
 
    
    Broadway Ticketing sells tickets via Broadway.com, 1-800-BROADWAY, Theatre.com, and
TDI to live theater events for Broadway, Off-Broadway and London theatre, and hotel and
restaurant packages, to consumers, domestic and international travel professionals
including travel agencies and tour operators, and educational institutions.
    
    Data Business licenses entertainment content and data and includes CinemaSource (which
licenses movie showtimes and other movie content), EventSource (which licenses local
listings of live events for over 10,000 venues and approximately 110,000 events per month
including concerts, sporting events, festivals, fairs and shows, touring companies, company
playhouses and dinner theaters to media, wireless and Internet companies) and ExhibitorAds
(which creates exhibitor-paid directory ads for insertion in newspapers in the U.S. and
provides other exhibitor marketing services).
    
    Ad Sales sells advertising on Hollywood.com, Broadway.com and MovieTickets.com and
also includes CinemasOnline which sells advertising on cinema and live theatre 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.
    
    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.
 23




---



##### Table of Contents




    
    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
   Accounting for the
Impairment or Disposal of Long-Lived Assets
  2006
    
    
    2005
    
    
    2004Operating revenue
    
    $
    3,687,247
    
    
    $
    5,259,409
    
    
    $
    3,389,426Income (loss) from discontinued operations
    
    $
    630,566
    
    
    $
    685,014
    
    
    $
    (54,314
    )Gain on sale
of discontinued operations, net of
income tax of $524,265
    
    
    16,328,241
    
    
    
    
    
    
    
    $
    16,958,807
    
    
    $
    685,014
    
    
    $
    (54,314
    )
 CONTINUING OPERATIONS
  24




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##### Table of Contents



Net Revenues Analysis
 2005 to
    
    
    2005 toNet Revenues
    
    
    2006
    
    
    2006 %2006
    
    
    2005
    
    
    Change
    
    
    ChangeBroadway Ticketing
    
    $
    98,102,961
    
    
    $
    78,890,718
    
    
    $
    19,212,243
    
    
    
    24
    %Data Business
    
    
    6,478,478
    
    
    
    5,359,222
    
    
    
    1,119,256
    
    
    
    21
    %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
    
    $
    115,895,460
    
    
    $
    90,355,030
    
    
    $
    25,540,430
    
    
    
    28
    %
 2004 to
    
    
    2004 toNet Revenues
    
    
    2005
    
    
    20052005
    
    
    2004
    
    
    Change
    
    
    ChangeBroadway Ticketing
    
    $
    78,890,718
    
    
    $
    59,689,971
    
    
    $
    19,200,747
    
    
    
    32
    %Data Business
    
    
    5,359,222
    
    
    
    4,601,047
    
    
    
    758,175
    
    
    
    16
    %Ad Sales
    
    
    4,513,676
    
    
    
    2,814,921
    
    
    
    1,698,755
    
    
    
    60
    %Intellectual Properties
    
    
    1,550,580
    
    
    
    2,483,302
    
    
    
    (932,722
    )
    
    
    (38
    %)Cable TV
    
    
    40,834
    
    
    
    
    
    
    
    40,834
    
    
    
    100
    %Other
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    TOTALS
    
    $
    90,355,030
    
    
    $
    69,589,241
    
    
    $
    20,765,789
    
    
    
    30
    %
 Operating Expense Analysis
 2005 to
    
    
    2005 toOperating Expenses
    
    
    2006
    
    
    20062006
    
    
    2005
    
    
    Change
    
    
    ChangeBroadway Ticketing
    
    $
    94,165,013
    
    
    $
    76,092,532
    
    
    $
    18,072,481
    
    
    
    24
    %Data Business
    
    
    4,237,687
    
    
    
    3,722,891
    
    
    
    514,796
    
    
    
    14
    %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
    
    $
    122,202,211
    
    
    $
    99,903,736
    
    
    $
    22,298,475
    
    
    
    22
    %
 2004 to
    
    
    2004 toOperating Expenses
    
    
    2005
    
    
    20052005
    
    
    2004
    
    
    Change
    
    
    ChangeBroadway Ticketing
    
    $
    76,092,532
    
    
    $
    58,135,785
    
    
    $
    17,956,747
    
    
    
    31
    %Data Business
    
    
    3,722,891
    
    
    
    3,245,726
    
    
    
    477,165
    
    
    
    15
    %Ad Sales
    
    
    6,362,487
    
    
    
    5,226,806
    
    
    
    1,135,681
    
    
    
    22
    %Intellectual Properties
    
    
    1,170,944
    
    
    
    1,676,081
    
    
    
    (505,137
    )
    
    
    (30
    %)Cable TV
    
    
    720,766
    
    
    
    872,901
    
    
    
    (152,135
    )
    
    
    (17
    %)Other
    
    
    11,834,116
    
    
    
    9,557,919
    
    
    
    2,276,197
    
    
    
    24
    %TOTALS
    
    $
    99,903,736
    
    
    $
    78,715,218
    
    
    $
    21,188,518
    
    
    
    27
    %
 25




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##### Table of Contents



Comparison of Percentage Changes in Net Revenues and Operating Expenses
 2005 to 2006
    
    
    
    
    
    2004 to 20052005 to 2006
    
    Operating
    
    2004 to 2005
    
    OperatingRevenues
    
    Expenses
    
    Revenues
    
    ExpensesIncrease (decrease) in -Broadway Ticketing
    
    
    24
    %
    
    
    24
    %
    
    
    32
    %
    
    
    31
    %Data Business
    
    
    21
    %
    
    
    14
    %
    
    
    16
    %
    
    
    15
    %Ad Sales
    
    
    120
    %
    
    
    71
    %
    
    
    60
    %
    
    
    22
    %Intellectual Properties
    
    
    (21
    %)
    
    
    (9
    %)
    
    
    (38
    %)
    
    
    (30
    %)Cable TV
    
    
    328
    %
    
    
    4
    %
    
    
    100
    %
    
    
    (17
    %)Other
    
    
    
    
    
    
    (6
    %)
    
    
    
    
    
    
    24
    %TOTALS
    
    
    28
    %
    
    
    22
    %
    
    
    30
    %
    
    
    27
    %
 Net Revenues
    The New York Times,
 26




---



##### Table of Contents



Left Behind
 Equity in Earnings of Unconsolidated Investees
  For the years ended December 31,2006
    
    
    2005
    
    
    2004NetCo Partners (a)
    
    $
    12,227
    
    
    $
    533,228
    
    
    $
    576,317MovieTickets.com (b)
    
    
    
    
    
    
    
    
    
    
    $
    12,227
    
    
    $
    533,228
    
    
    $
    576,317
  Tom Clancys NetForce Tom Clancys NetForce
 27




---



##### Table of Contents



Operating Expenses
 Cost of Revenues  Ticketing.
 Editorial, Production, Development and Technology.
 28




---



##### Table of Contents



Selling, General and Administrative.
  Payroll and Benefits.
     29




---



##### Table of Contents



Depreciation and Amortization
  Interest, net
  Change in derivative liability
  Net
Income (Loss)
  30




---



##### Table of Contents



LIQUIDITY AND CAPITAL RESOURCES
   Sale of Baseline StudioSystems Business Unit to The New York Times Company
  2004 Private Placement
  31




---



##### Table of Contents



Senior Unsecured Notes Issued in 2005
  Conversion of the Convertible Debenture due May 22, 2006
  Outlook
     Contractual Obligations
  32




---



##### Table of Contents



Payments Due by PeriodContractual
    
    
    
    
    
    Less than
    
    
    Years
    
    
    Years
    
    
    AfterObligations
    
    Total
    
    
    1 Year
    
    
    1-3
    
    
    4-5
    
    
    5 YearsSenior unsecured notes (1)
    
    $
    7,000,000
    
    
    $
    7,000,000
    
    
    $
    
    
    
    $
    
    
    
    $
    Capital lease obligations (2)
    
    
    120,039
    
    
    
    71,589
    
    
    
    48,450
    
    
    
    
    
    
    
    Operating lease obligations (3)
    
    
    2,317,644
    
    
    
    1,050,642
    
    
    
    1,258,004
    
    
    
    8,998
    
    
    
    Total contractual obligations
    
    $
    9,437,683
    
    
    $
    8,122,231
    
    
    $
    1,306,454
    
    
    $
    8,998
    
    
    $
    
 
 (1)
    
    Senior unsecured notes due May 23, 2007 exclusive of interest.(2)
    
    Capital lease obligations are future lease payments under capital leases inclusive of
interest.(3)
    
    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 2011. Also, certain equipment used in
Hollywood Medias operations is leased under operating leases. Off-Balance Sheet Arrangements
  Critical Accounting Policies
  Allowance for Doubtful Accounts
  33




---



##### Table of Contents



Ticketing Revenue Recognition
     ,  
 Self-Insurance Accruals
  34




---



##### Table of Contents



Stock Based Compensation
   Impairment of Long-Lived Assets
   35




---



##### Table of Contents



Inflation and Seasonality
 ©
 
 Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK .
   36




---



##### Table of Contents



Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA .
 INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
 PageReports of Independent Registered Public Accounting Firms.
    
    
    38-39Consolidated Balance Sheets as of December 31, 2006 and December 31, 2005.
    
    
    40Consolidated Statements of Operations for the Years Ended December 31, 2006, 2005
and 2004.
    
    
    41Consolidated Statements of Shareholders Equity for the Years Ended December 31,
2006, 2005 and 2004.
    
    
    42Consolidated Statements of Cash Flows for the Years Ended December 31, 2006,
2005 and 2004.
    
    
    43Notes to Consolidated Financial Statements.
    
    
    44
 37




---



##### Table of Contents



REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
       Share-Based Payment.
 Internal
Control-Integrated Framework
    38




---



##### Table of Contents



REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
    /s/ Ernst & Young LLPCertified Public Accountants
 
 39




---



##### Table of Contents



HOLLYWOOD MEDIA CORP. AND SUBSIDIARIES
 
 CONSOLIDATED BALANCE SHEETS
 December 31,
    
    
    December 31,2006
    
    
    2005ASSETSCURRENT ASSETSCash and cash equivalents
    
    $
    27,448,649
    
    
    $
    6,926,313Receivables, net
    
    
    4,161,240
    
    
    
    3,728,115Inventories held for sale
    
    
    3,374,127
    
    
    
    1,731,279Deferred ticket costs
    
    
    15,273,324
    
    
    
    11,803,999Prepaid expenses
    
    
    2,453,424
    
    
    
    2,299,484Other receivables
    
    
    2,603,416
    
    
    
    2,185,562Other current assets
    
    
    3,031,344
    
    
    
    53,122Restricted cash
    
    
    90,000
    
    
    
    Current assets of discontinued operations
    
    
    
    
    
    
    677,590Total current assets
    
    
    58,435,524
    
    
    
    29,405,464ACQUISITION ESCROW
    
    
    
    
    
    
    107,314PROPERTY AND EQUIPMENT, net
    
    
    2,052,679
    
    
    
    1,939,062INVESTMENTS IN AND ADVANCES TO UNCONSOLIDATED INVESTEES
    
    
    282,714
    
    
    
    546,907INTANGIBLE ASSETS, net
    
    
    1,918,369
    
    
    
    1,840,569GOODWILL
    
    
    37,208,470
    
    
    
    37,210,811OTHER ASSETS
    
    
    111,848
    
    
    
    439,415LONG-TERM ASSETS OF DISCONTINUED OPERATIONS
    
    
    
    
    
    
    11,813,408TOTAL ASSETS
    
    $
    100,009,604
    
    
    $
    83,302,950LIABILITIES AND SHAREHOLDERS EQUITYCURRENT LIABILITIESAccounts payable
    
    $
    3,237,844
    
    
    $
    3,793,211Accrued expenses and other
    
    
    6,768,578
    
    
    
    5,869,861Deferred revenue
    
    
    23,834,217
    
    
    
    19,518,532Customer deposits
    
    
    1,775,713
    
    
    
    1,594,780Current portion of capital lease obligations
    
    
    63,411
    
    
    
    58,167Convertible debenture, net
    
    
    
    
    
    
    940,927Senior unsecured notes, net
    
    
    6,375,399
    
    
    
    Current liabilities of discontinued operations
    
    
    
    
    
    
    1,026,026Total current liabilities
    
    
    42,055,162
    
    
    
    32,801,504DEFERRED REVENUE
    
    
    662,993
    
    
    
    644,045CAPITAL LEASE OBLIGATIONS, less current portion
    
    
    43,542
    
    
    
    57,918MINORITY INTEREST
    
    
    62,040
    
    
    
    88,138OTHER DEFERRED LIABILITY
    
    
    62,986
    
    
    
    69,165SENIOR UNSECURED NOTES, net
    
    
    
    
    
    
    5,402,255DERIVATIVE LIABILITY
    
    
    1,423,464
    
    
    
    1,778,000LONG-TERM LIABILITIES OF DISCONTINUED OPERATIONS
    
    
    
    
    
    
    62,833COMMITMENTS AND CONTINGENCESSHAREHOLDERS EQUITYPreferred stock, $.01 par value, 1,000,000 shares authorized; none outstanding
    
    
    
    
    
    
    Common stock, $.01 par value, 100,000,000 shares authorized; 33,476,530 and
32,703,457 shares issued and outstanding at December 31, 2006 and
December 31, 2005, respectively
    
    
    334,765
    
    
    
    327,035Additional paid-in capital
    
    
    311,210,796
    
    
    
    309,228,214Deferred compensation
    
    
    
    
    
    
    (1,787,500
    )Accumulated deficit
    
    
    (255,846,144
    )
    
    
    (265,368,657
    )Total shareholders equity
    
    
    55,699,417
    
    
    
    42,399,092TOTAL LIABILITIES AND SHAREHOLDERS EQUITY
    
    $
    100,009,604
    
    
    $
    83,302,950
 
 40




---



##### Table of Contents



HOLLYWOOD MEDIA CORP. AND SUBSIDIARIES
 
 CONSOLIDATED STATEMENTS OF OPERATIONS
 YEAR ENDED DECEMBER 31,2006
    
    
    2005
    
    
    2004NET REVENUESTicketing
    
    $
    98,102,961
    
    
    $
    78,890,718
    
    
    $
    59,689,971Other
    
    
    17,792,499
    
    
    
    11,464,312
    
    
    
    9,899,270115,895,460
    
    
    
    90,355,030
    
    
    
    69,589,241OPERATING COSTS AND EXPENSESCost of revenues  ticketing
    
    
    81,928,952
    
    
    
    67,515,534
    
    
    
    51,781,133Editorial, production, development and technology (exclusive of
depreciation and amortization shown separately below)
    
    
    7,204,546
    
    
    
    4,779,185
    
    
    
    4,057,680Selling, general and administrative
    
    
    15,589,131
    
    
    
    11,452,679
    
    
    
    10,237,259Payroll and benefits
    
    
    15,600,177
    
    
    
    14,688,004
    
    
    
    11,021,138Amortization of CBS advertising
    
    
    
    
    
    
    
    
    
    
    38,807Depreciation and amortization
    
    
    1,879,405
    
    
    
    1,468,334
    
    
    
    1,579,201Total operating costs and expenses
    
    
    122,202,211
    
    
    
    99,903,736
    
    
    
    78,715,218Loss from operations
    
    
    (6,306,751
    )
    
    
    (9,548,706
    )
    
    
    (9,125,977
    )EQUITY IN EARNINGS OF UNCONSOLIDATED
INVESTEES
    
    
    12,227
    
    
    
    533,228
    
    
    
    576,317OTHER INCOME (EXPENSE)Interest, net
    
    
    (1,788,241
    )
    
    
    (546,171
    )
    
    
    (2,608,776
    )Change in derivative liability
    
    
    640,536
    
    
    
    87,037
    
    
    
    Other, net
    
    
    1,025
    
    
    
    44,523
    
    
    
    3,334Loss from continuing operations before minority interest
    
    
    (7,441,204
    )
    
    
    (9,430,089
    )
    
    
    (11,155,102
    )MINORITY INTEREST IN (EARNINGS) LOSSES OF SUBSIDIARIES
    
    
    4,910
    
    
    
    (168,107
    )
    
    
    (388,383
    )Loss from continuing operations
    
    
    (7,436,294
    )
    
    
    (9,598,196
    )
    
    
    (11,543,485
    )Gain on sale of discontinued operations, net of income taxes
of $524,265
    
    
    16,328,241
    
    
    
    
    
    
    
    Income (loss) from discontinued operations
    
    
    630,566
    
    
    
    685,014
    
    
    
    (54,314
    )Income (loss) from discontinued operations
    
    
    16,958,807
    
    
    
    685,014
    
    
    
    (54,314
    )Net Income (loss)
    
    $
    9,522,513
    
    
    $
    (8,913,182
    )
    
    $
    (11,597,799
    )Basic and diluted income (loss) per common shareContinuing operations
    
    $
    (0.23
    )
    
    $
    (0.30
    )
    
    $
    (0.42
    )Discontinued operations
    
    
    0.52
    
    
    
    0.02
    
    
    
    (0.00
    )Total basic and diluted net income (loss) per share
    
    $
    0.29
    
    
    $
    (0.28
    )
    
    $
    (0.42
    )Weighted average common and common equivalent shares
outstanding  basic and diluted
    
    
    32,761,848
    
    
    
    31,470,307
    
    
    
    27,784,850
 
 41




---



##### 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, 2003
    
    
    21,810,266
    
    
    $
    218,103
    
    
    $
    279,087,772
    
    
    $
    (162,500
    )
    
    $
    (244,857,676
    )
    
    $
    34,285,699Issuance of stock, options and warrants for
services rendered
    
    
    
    
    
    
    
    
    
    
    233,081
    
    
    
    
    
    
    
    
    
    
    
    233,081Issuance of compensatory stock for services
rendered
    
    
    20,000
    
    
    
    200
    
    
    
    87,064
    
    
    
    
    
    
    
    
    
    
    
    87,264Issuance of stock  401(k) employer match
and other
    
    
    52,627
    
    
    
    526
    
    
    
    139,461
    
    
    
    
    
    
    
    
    
    
    
    139,987Acquisition costs paid with stock-based
compensation
    
    
    
    
    
    
    
    
    
    
    158,000
    
    
    
    
    
    
    
    
    
    
    
    158,000Proceeds from issuance of stock to consultants
    
    
    285,211
    
    
    
    2,852
    
    
    
    667,148
    
    
    
    
    
    
    
    
    
    
    
    670,000Issuance of stock  stock option exercise
    
    
    319,500
    
    
    
    3,195
    
    
    
    447,160
    
    
    
    
    
    
    
    
    
    
    
    450,355Issuance of stock  warrant exercise, net of
placement commissions
    
    
    280,958
    
    
    
    2,810
    
    
    
    762,698
    
    
    
    
    
    
    
    
    
    
    
    765,508Issuance of stock to employees
    
    
    10,383
    
    
    
    104
    
    
    
    34,896
    
    
    
    
    
    
    
    
    
    
    
    35,000Issuance of
nonvested common stock
    
    
    800,000
    
    
    
    8,000
    
    
    
    2,592,000
    
    
    
    (2,600,000
    )
    
    
    
    
    
    
    Amortization of deferred compensation
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    325,000
    
    
    
    
    
    
    
    325,000Issuance of stock for business acquisition
    
    
    73,249
    
    
    
    732
    
    
    
    249,268
    
    
    
    
    
    
    
    
    
    
    
    250,000Issuance of stock for acquisition of intangible
assets
    
    
    159,567
    
    
    
    1,596
    
    
    
    523,147
    
    
    
    
    
    
    
    
    
    
    
    524,743Change in beneficial conversion feature on
convertible debentures
    
    
    
    
    
    
    
    
    
    
    707,070
    
    
    
    
    
    
    
    
    
    
    
    707,070Issuance of stock  interest on convertible
debentures
    
    
    157,605
    
    
    
    1,576
    
    
    
    356,282
    
    
    
    
    
    
    
    
    
    
    
    357,858Issuance of stock  conversion of convertible
debentures
    
    
    1,540,985
    
    
    
    15,410
    
    
    
    4,684,590
    
    
    
    
    
    
    
    
    
    
    
    4,700,000Private placement, net of expenses
    
    
    5,773,355
    
    
    
    57,733
    
    
    
    14,999,771
    
    
    
    
    
    
    
    
    
    
    
    15,057,504Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (11,597,799
    )
    
    
    (11,597,799
    )Balance  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
    )
    
    $
    55,699,417
  42




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##### Table of Contents



HOLLYWOOD MEDIA CORP. AND SUBSIDIARIES
 
 CONSOLIDATED STATEMENTS OF CASH FLOWS
 Year Ended December 31,2006
    
    
    2005
    
    
    2004CASH FLOWS FROM OPERATING ACTIVITIES:Net income (loss)
    
    $
    9,522,513
    
    
    $
    (8,913,182
    )
    
    $
    (11,597,799
    )Adjustments to reconcile net income (loss) to net cash used in operating activities:(Gain)/loss from discontinued operations
    
    
    (16,958,807
    )
    
    
    (685,014
    )
    
    
    54,315Depreciation and amortization
    
    
    1,879,405
    
    
    
    1,468,334
    
    
    
    1,579,201Interest paid in stock
    
    
    38,465
    
    
    
    59,999
    
    
    
    357,858Amortization of discount and beneficial conversion feature on convertible debentures
    
    
    59,073
    
    
    
    141,775
    
    
    
    2,131,525Change in derivative liability
    
    
    (640,536
    )
    
    
    (87,037
    )
    
    
    Amortization of debt issuance costs
    
    
    327,096
    
    
    
    40,870
    
    
    
    Amortization of discount on senior unsecured notes
    
    
    1,259,144
    
    
    
    267,292
    
    
    
    Amortization of deferred financing costs
    
    
    4,535
    
    
    
    10,885
    
    
    
    168,321Equity in earnings of unconsolidated investees, net of return of invested capital
    
    
    264,193
    
    
    
    (111,398
    )
    
    
    (271,304
    )Compensation expense on stock options and warrants
    
    
    344,772
    
    
    
    
    
    
    
    233,081Compensation expense on employee stock issuances
    
    
    544,071
    
    
    
    101,329
    
    
    
    35,000Amortization of CBS advertising
    
    
    
    
    
    
    
    
    
    
    38,807Amortization of deferred compensation costs
    
    
    650,000
    
    
    
    650,000
    
    
    
    325,000Provision for bad debts
    
    
    845,951
    
    
    
    163,781
    
    
    
    40,864Issuance of compensatory stock for services rendered
    
    
    
    
    
    
    103,960
    
    
    
    87,264Minority
interest in (earnings) losses of subsidiaries, net of distributions to minority owners
    
    
    (26,098
    )
    
    
    14,063
    
    
    
    52,180Changes in assets and liabilities:Receivables
    
    
    (1,279,076
    )
    
    
    (579,621
    )
    
    
    (353,081
    )Inventories held for sale
    
    
    (1,642,848
    )
    
    
    (725,034
    )
    
    
    (851,017
    )Deferred ticket costs
    
    
    (3,469,325
    )
    
    
    (4,343,085
    )
    
    
    (1,846,468
    )Prepaid expenses
    
    
    (153,940
    )
    
    
    (91,545
    )
    
    
    44,487Other receivables
    
    
    (491,320
    )
    
    
    (583,993
    )
    
    
    (526,733
    )Other current assets
    
    
    (178,222
    )
    
    
    (7,187
    )
    
    
    (26,044
    )Restricted cash
    
    
    
    
    
    
    
    
    
    
    850,000Other assets
    
    
    (4,064
    )
    
    
    27,879
    
    
    
    13,068Accounts payable
    
    
    (555,367
    )
    
    
    (21,338
    )
    
    
    1,699,874Accrued expenses and other
    
    
    1,108,254
    
    
    
    1,116,813
    
    
    
    (671,174
    )Deferred revenue
    
    
    4,334,633
    
    
    
    5,928,905
    
    
    
    2,736,102Customer deposits
    
    
    180,933
    
    
    
    601,144
    
    
    
    Other deferred liability
    
    
    (6,179
    )
    
    
    5,304
    
    
    
    (75,114
    )Net cash used in operating activities  continuing operations
    
    
    (4,042,744
    )
    
    
    (5,446,101
    )
    
    
    (5,771,787
    )Net cash provided by (used in) discontinued operations
    
    
    1,332,816
    
    
    
    1,616,339
    
    
    
    (252,485
    )Net cash used in operating activities
    
    
    (2,709,928
    )
    
    
    (3,829,762
    )
    
    
    (6,024,272
    )CASH FLOWS FROM INVESTING ACTIVITIES:Capital expenditures
    
    
    (1,188,320
    )
    
    
    (970,227
    )
    
    
    (1,283,098
    )Acquisition of businesses, net of cash acquired
    
    
    4,979
    
    
    
    (3,647,437
    )
    
    
    (3,208,758
    )Proceeds from sale of assets
    
    
    25,159,520
    
    
    
    
    
    
    
    Acquisition escrow
    
    
    
    
    
    
    
    
    
    
    (750,000
    )Acquisition of intangible assets
    
    
    (153,517
    )
    
    
    
    
    
    
    (218,421
    )Restricted cash
    
    
    (90,000
    )
    
    
    
    
    
    
    Net cash provided by (used in) investing activities  continuing operations
    
    
    23,732,662
    
    
    
    (4,617,664
    )
    
    
    (5,460,277
    )Net cash used in investing activities  discontinued operations
    
    
    (812,641
    )
    
    
    (36,146
    )
    
    
    (147,939
    )Net cash provided by (used in) investing activities
    
    
    22,920,021
    
    
    
    (4,653,810
    )
    
    
    (5,608,216
    )CASH FLOWS FROM FINANCING ACTIVITIES:Payments of shareholder/officer loan
    
    
    
    
    
    
    
    
    
    
    (600,000
    )Proceeds received from exercise of stock options
    
    
    205,441
    
    
    
    1,326,290
    
    
    
    450,355Proceeds received from exercise of warrants, net
    
    
    188,803
    
    
    
    803,664
    
    
    
    765,508Proceeds from issuance of shares to consultants
    
    
    
    
    
    
    780,000
    
    
    
    670,000Net repayments to factor
    
    
    
    
    
    
    
    
    
    
    (196,056
    )Net proceeds from issuance of common stock in private placement
    
    
    
    
    
    
    
    
    
    
    15,057,504Payments under capital lease obligations
    
    
    (61,552
    )
    
    
    (135,982
    )
    
    
    (287,058
    )Proceeds from issuance of senior unsecured notes, net of issuance costs
    
    
    
    
    
    
    6,595,690
    
    
    
    Net cash provided by financing activities  continuing operations
    
    
    332,692
    
    
    
    9,369,662
    
    
    
    15,860,253Net cash used in financing activities  discontinued operations
    
    
    (20,449
    )
    
    
    (35,285
    )
    
    
    (16,905
    )Net cash provided by financing activities
    
    
    312,243
    
    
    
    9,334,377
    
    
    
    15,843,348Net increase in cash and cash equivalents
    
    
    20,522,336
    
    
    
    850,805
    
    
    
    4,210,860CASH AND CASH EQUIVALENTS, beginning of period
    
    
    6,926,313
    
    
    
    6,075,508
    
    
    
    1,864,648CASH AND CASH EQUIVALENTS, end of period
    
    $
    27,448,649
    
    
    $
    6,926,313
    
    
    $
    6,075,508SUPPLEMENTAL SCHEDULE OF CASH RELATED ACTIVITIES:Interest paid
    
    $
    649,467
    
    
    $
    38,989
    
    
    $
    55,411
 
 43




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##### Table of Contents



HOLLYWOOD MEDIA CORP. AND SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 
 DECEMBER 31, 2006, 2005 AND 2004
 BACKGROUND:
    44




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##### Table of Contents



45




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##### Table of Contents



SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 Principles of Consolidation
  Accounting Estimates
  Cash and Cash Equivalents
  46




---



##### Table of Contents



Receivables
  Allowance for Doubtful Accounts
  Additions (Deductions)Balance at
    
    Charges to
    
    Charged
    
    
    
    
    
    Balance atBeginning
    
    costs and
    
    to other
    
    
    
    
    
    end ofof year
    
    expenses
    
    accounts
    
    Write Offs
    
    yearAllowance for
doubtful accounts:2006
    
    $
    1,756,254
    
    
    $
    845,951
    
    
    $
    
    
    
    $
    (1,403,835)
    (B)
    
    $
    1,198,3702005
    
    $
    205,832
    
    
    $
    163,781
    
    
    $
    1,472,524
    (A)
    
    $
    (85,883)
    (B)
    
    $
    1,756,2542004
    
    $
    212,302
    
    
    $
    40,864
    
    
    $
    6,314
    (A)
    
    $
    (53,648)
    (B)
    
    $
    205,832
 Notes:
    
    (A)
    
    Principally increases to the allowance due to acquired businesses and collections on accounts
previously written off or decreased due to sale of businesses.(B)
    
    Uncollectible accounts written off.
 Inventories Held for Sale and Deferred Ticket Costs
   47




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##### Table of Contents



Property and Equipment
  Furniture and fixtures
    
    5 yearsEquipment and software
    
    3 to 5 yearsWebsite development
    
    3 yearsEquipment under capital leases
    
    Term of leaseLeasehold improvements
    
    Term of lease or 3 yearsInternally developed software
    
    3 years upon implementation
  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
 48




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##### Table of Contents



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,
  Revenue Recognition
  Ticketing
    Reporting Revenue Gross
as a Principal versus Net as an Agent.
 49




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##### Table of Contents



Shipping and Handling.
 Syndication and Royalties
 Advertising
 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,
 50




---



##### Table of Contents



Advertising Costs
  Self-Insurance Accruals
  401(k) Plan
  Reclassifications
  51




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##### Table of Contents



(3)
    
    STOCK OPTION PLANS; WARRANTS; AND EMPLOYEE STOCK BASED COMPENSATION:
 Shareholder-Approved Plans
  Warrants
  1993 Stock Option Plan
    2000 Stock Incentive Plan
  52




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##### Table of Contents



2004 Stock Incentive Plan
   53




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##### Table of Contents



Directors Stock Option Plan
   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.
  54




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##### Table of Contents



Accounting for Stock-Based Compensation  Transaction and Disclosure  an amendment of FASB
Statement No. 123
 Year ended December 31,2005
    
    
    2004Reported net loss
    
    $
    (8,913,182
    )
    
    $
    (11,597,799
    )Non-cash compensation expense under intrinsic value method
    
    
    
    
    
    
    9,141Stock-based employee compensation expense under the fair
value method
    
    
    (2,121,210
    )
    
    
    (1,521,644
    )Adjusted net loss
    
    $
    (11,034,392
    )
    
    $
    (13,110,302
    )Reported basic and diluted net loss per share
    
    $
    (0.28
    )
    
    $
    (0.42
    )Adjusted basic and diluted net loss per share
    
    $
    (0.35
    )
    
    $
    (0.47
    )Weighted average common and common equivalent shares
Outstanding  basic and diluted
    
    
    31,470,307
    
    
    
    27,784,850
 55




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##### Table of Contents



Table of Stock Option and Warrant Activity
  Stock Options
    
    
    WarrantsWeighted
    
    
    
    
    
    
    WeightedAverage
    
    
    
    
    
    
    AverageExercise
    
    
    
    
    
    
    ExerciseShares
    
    
    Price
    
    
    Shares
    
    
    PriceOutstanding at December 31, 2005
    
    
    1,843,443
    
    
    $
    4.56
    
    
    
    3,153,661
    
    
    $
    4.35Granted
    
    
    105,000
    
    
    
    4.18
    
    
    
    103,687
    
    
    
    4.28Exercised
    
    
    (68,625
    )
    
    
    3.03
    
    
    
    (69,250
    )
    
    
    2.84Cancelled
    
    
    (140,625
    )
    
    
    4.77
    
    
    
    
    
    
    
    Expired
    
    
    (593,750
    )
    
    
    4.83
    
    
    
    (411,062
    )
    
    
    4.93Outstanding at December 31, 2006
    
    
    1,145,443
    
    
    $
    4.45
    
    
    
    2,777,036
    
    
    $
    4.30
 Stock Options
  WeightedAverageNumber of
    
    Exercise Price
    
    Exercise PriceShares
    
    Per Share
    
    Per ShareOutstanding at December 31, 2005
    
    
    1,843,443
    
    
    $
    0.01 - $16.50
    
    
    $
    4.56Granted
    
    
    105,000
    
    
    $
    4.08 -   $4.40
    
    
    $
    4.18Exercised
    
    
    (68,625
    )
    
    $
    0.98 -   $4.10
    
    
    $
    3.03Cancelled
    
    
    (140,625
    )
    
    $
    0.98 -   $5.98
    
    
    $
    4.77Expired
    
    
    (593,750
    )
    
    $
    0.01 -   $6.50
    
    
    $
    4.83Outstanding at December 31, 2006
    
    
    1,145,443
    
    
    $
    0.01 - $16.50
    
    
    $
    4.45
 Data on Outstanding Options at December 31, 2006
 WeightedAverageNumber of
    
    
    Weighted
    
    
    RemainingOptions
    
    
    Average Exercise
    
    
    Contractual
    
    
    AggregateOutstanding
    
    
    Price Per Share
    
    
    Term (years)
    
    
    Intrinsic Value (1)Vested Options
    
    
    1,040,443
    
    
    $
    4.54
    
    
    
    4.07
    
    
    $
    635,442Non-vested Options
    
    
    105,000
    
    
    $
    3.56
    
    
    
    3.86
    
    
    
    69,288Total Outstanding Stock Options
    
    
    1,145,443
    
    
    $
    4.45
    
    
    
    4.05
    
    
    $
    704,730
 56




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##### Table of Contents



(1)
    
    The aggregate intrinsic value is computed based on the closing price of Hollywood
Medias stock on December 31, 2006, which is a price per share of $4.20.    Weighted -Average GrantNumber of
    
    Date Fair ValueShares
    
    Per ShareNon-vested at December 31, 2005
    
    
    152,812
    
    
    $
    2.09Granted
    
    
    105,000
    
    
    $
    2.88Vested
    
    
    (125,437
    )
    
    $
    2.65Forfeited
    
    
    (27,375
    )
    
    $
    2.31Non-vested at December 31, 2006
    
    
    105,000
    
    
    $
    2.15
   2006
    
    2005
    
    2004Average risk free interest rate
    
    4.22%
    
    4.33%
    
    3.88%Expected lives of options (years):Two year options
    
    2
    
    2
    
    2Three year options
    
    3
    
    3
    
    3Five and Ten year options
    
    5
    
    5
    
    5Expected volatility range
    
    58.6% - 72.1%
    
    66.9% - 78.2%
    
    74.1% - 84.2%
  57




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2006
    
    2005
    
    2004Exercise Price Equals Market PriceWeighted average exercise price
    
    $
    4.18
    
    
    $
    4.32
    
    
    $
    3.55Weighted average fair value
    
    $
    2.88
    
    
    $
    2.75
    
    
    $
    2.47Exercise Price Exceeds Market PriceWeighted average exercise price
    
    $
    
    
    
    $
    4.06
    
    
    $
    Weighted average fair value
    
    $
    
    
    
    $
    2.52
    
    
    $
    Exercise Price is Less Than Market PriceWeighted average exercise price
    
    $
    
    
    
    $
    
    
    
    $
    3.46Weighted average fair value
    
    $
    
    
    
    $
    
    
    
    $
    2.52
  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$    .01  $  2.90
    
    
    1,348,235
    
    
    
    2.38
    
    
    $
    2.62
    
    
    
    1,331,985
    
    
    $
    2.63$  3.00  $  5.99
    
    
    2,391,244
    
    
    
    2.94
    
    
    
    4.19
    
    
    
    2,302,494
    
    
    
    4.21$  6.00  $  7.81
    
    
    2,000
    
    
    
    .10
    
    
    
    6.03
    
    
    
    2,000
    
    
    
    6.03$  8.00  $14.06
    
    
    36,000
    
    
    
    3.41
    
    
    
    9.75
    
    
    
    36,000
    
    
    
    9.75$14.87  $17.50
    
    
    45,000
    
    
    
    2.95
    
    
    
    16.50
    
    
    
    45,000
    
    
    
    16.50$19.00  $21.42
    
    
    100,000
    
    
    
    2.58
    
    
    
    21.42
    
    
    
    100,000
    
    
    
    21.423,922,479
    
    
    
    2.74
    
    
    $
    4.29
    
    
    
    3,817,479
    
    
    $
    4.31
 Nonvested Stock Awards
   58




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##### Table of Contents



DISCONTINUED OPERATIONS
   Accounting for the
Impairment or Disposal of Long-Lived Assets
 December 31, 2005Current assets
    
    $
    677,590Property and equipment, net
    
    
    499,546Other assets, net
    
    
    597,672Goodwill
    
    
    10,716,190Total assets of discontinued operations
    
    $
    12,490,998Current liabilities
    
    $
    1,026,026Long-term liabilities
    
    
    62,833Total liabilities of discontinued operations
    
    $
    1,088,859
  59




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##### Table of Contents



2006
    
    
    2005
    
    
    2004Operating revenue
    
    $
    3,687,247
    
    
    $
    5,259,409
    
    
    $
    3,389,426Income (loss) from discontinued operations
    
    $
    630,566
    
    
    $
    685,014
    
    
    $
    (54,314
    )Gain on sale of discontinued operations, net of income taxes of $524,265
    
    
    16,328,241
    
    
    
    
    
    
    
    $
    16,958,807
    
    
    $
    685,014
    
    
    $
    (54,314
    )
 ACQUISITIONS AND OTHER CAPITAL TRANSACTIONS:
 Filmtracker Acquisition
  
    
    an issuance of a five year option on Baseline stock with a $2 million exercise price; and
    
    the issuance of a put and call option on Hollywood Media common stock.
   StudioSystems Acquisition
  60




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##### Table of Contents



Purchase consideration
    
    $
    4,867,372Cash acquired
    
    $
    265,601Accounts receivable
    
    
    524,992Other current assets
    
    
    45,601Property, plant and equipment, net
    
    
    133,585Intangible assets
    
    
    670,199Total assets
    
    $
    1,639,978Current liabilities
    
    $
    (328,374
    )Obligations under capital leases
    
    
    (45,019
    )Deferred revenue
    
    
    (638,683
    )Total liabilities
    
    $
    (1,012,076
    )NET ASSETS ACQUIRED
    
    $
    627,902Excess of the purchase consideration over fair value
of net assets acquired
    
    $
    4,239,470
   61




---



##### Table of Contents



CinemasOnline Acquisition
  Purchase consideration
    
    $
    3,908,151Accounts receivable
    
    
    1,943,914Other current assets
    
    
    1,142,189Property, plant and equipment, net
    
    
    218,509Intangible assets
    
    
    1,445,350Total assets
    
    $
    4,749,962Current liabilities
    
    $
    (1,135,820
    )Deferred revenue
    
    
    (2,577,498
    )Total liabilities
    
    $
    (3,713,318
    )NET ASSETS
    
    $
    1,036,644Excess of the purchase consideration over fair value
of net assets acquired (included in Ad Sales
segment)
    
    $
    2,871,507
  62




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Year Ended December 31,
    
    Year Ended December 31,2005
    
    2004(unaudited)
    
    (unaudited)Proforma Net Sales
    
    $
    94,432,298
    
    
    $
    77,447,355Proforma Net Loss
    
    $
    (6,850,354
    )
    
    $
    (11,200,484
    )Proforma Net loss per share
    
    $
    (0.22
    )
    
    $
    (0.40
    )Proforma weighted average common and
common equivalent shares
    
    
    31,470,307
    
    
    
    27,821,275
 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 (included in Data Business
segment)
    
    $
    312,362
  63




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FAIR VALUE OF FINANCIAL INSTRUMENTS AND CONCENTRATION OF CREDIT RISK:
      RECENTLY ISSUED ACCOUNTING STANDARDS:
 The
Fair Value Option for Financial Assets and Financial Assets and Financial Liabilities
 Fair Value Measurements
 Accounting for Uncertainty in Income
Taxes, an interpretation of FASB Statement No. 109
 64




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Accounting for Certain Hybrid Instruments Accounting for Derivative Instruments and Hedging Activities Accounting for Transfers and Servicing of Financial Assets and
Extinguishments of Liabilities
  PROPERTY AND EQUIPMENT, NET:
  December 31,2006
    
    
    2005Furniture and fixtures
    
    $
    788,240
    
    
    $
    767,254Equipment and software
    
    
    6,616,711
    
    
    
    5,808,971Website development
    
    
    839,650
    
    
    
    839,580Equipment under capital leases
    
    
    1,515,670
    
    
    
    1,463,250Leasehold improvements
    
    
    385,114
    
    
    
    362,241Internally developed software
project in progress
    
    
    371,960
    
    
    
    3,35010,517,345
    
    
    
    9,244,646Less: Accumulated depreciation and
amortization
    
    
    (8,464,666
    )
    
    
    (7,305,584
    )$
    2,052,679
    
    
    $
    1,939,062
  65




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GOODWILL AND INTANGIBLE ASSETS:
  Balance at
    
    
    
    
    
    
    Balance at
    
    
    
    
    
    
    Balance atDecember 31,
    
    
    Acquisition
    
    
    December 31,
    
    
    Acquisition
    
    
    December 31,2006
    
    
    and Other
    
    
    2005
    
    
    and Other
    
    
    2004Broadway Ticketing
    
    $
    3,523,856
    
    
    $
    
    
    
    $
    3,523,856
    
    
    $
    
    
    
    $
    3,523,856Data Business
    
    
    9,376,256
    
    
    
    
    
    
    
    9,376,256
    
    
    
    
    
    
    
    9,376,256Ad Sales and Other
    
    
    24,060,301
    
    
    
    (2,341
    )
    
    
    24,062,642
    
    
    
    2,873,849
    
    
    
    21,188,793Intellectual Properties
    
    
    248,057
    
    
    
    
    
    
    
    248,057
    
    
    
    
    
    
    
    248,057Total
    
    $
    37,208,470
    
    
    $
    (2,341
    )
    
    $
    37,210,811
    
    
    $
    2,873,849
    
    
    $
    34,336,962
  Balance at December 31,2006
    
    
    2005Gross
    
    
    
    
    
    
    
    
    
    
    GrossCarrying
    
    
    Accumulated
    
    
    
    
    
    
    Carrying
    
    
    AccumulatedAmount
    
    
    Amortization
    
    
    Net
    
    
    Amount
    
    
    Amortization
    
    
    NetPatents and trademarks
    
    $
    503,368
    
    
    $
    (402,034
    )
    
    $
    101,334
    
    
    $
    503,368
    
    
    $
    (290,046
    )
    
    $
    213,322Web addresses
    
    
    3,162,769
    
    
    
    (2,545,408
    )
    
    
    617,361
    
    
    
    2,492,243
    
    
    
    (2,226,164
    )
    
    
    266,079Other
    
    
    1,682,094
    
    
    
    (482,420
    )
    
    
    1,199,674
    
    
    
    1,486,740
    
    
    
    (125,572
    )
    
    
    1,361,168Total
    
    $
    5,348,231
    
    
    $
    (3,429,862
    )
    
    $
    1,918,369
    
    
    $
    4,482,351
    
    
    $
    (2,641,782
    )
    
    $
    1,840,569
  Year
    
    Amount2007
    
    $
    660,9442008
    
    
    611,1112009
    
    
    361,7962010
    
    
    276,9692011
    
    
    7,549Thereafter
    
    
    Total
    
    $
    1,918,369
   66




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##### Table of Contents



CAPITAL LEASE OBLIGATIONS:
  Year
    
    Amount2007
    
    $
    71,5892008
    
    
    28,1782009
    
    
    17,3842010
    
    
    2,888Minimum lease payments
    
    
    120,039Less amount representing imputed interest
    
    
    (13,086
    )Present value of net minimum lease payments
    
    
    106,953Less: current portion
    
    
    (63,411
    )$
    43,542
 67




---



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DEBT:
 Senior Unsecured Notes
      May 2002 Convertible Debentures
  68




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69




---



##### Table of Contents



ACCRUED EXPENSES AND OTHER:
  December 31,2006
    
    
    2005Compensation and benefits
    
    $
    1,756,917
    
    
    $
    1,806,540Professional fees
    
    
    729,536
    
    
    
    890,314Hotel package expense
    
    
    657,664
    
    
    
    577,871Ticket costs
    
    
    615,788
    
    
    
    545,483Box office payments
    
    
    600,154
    
    
    
    325,456Income taxes
    
    
    524,265
    
    
    
    Value added taxes
    
    
    529,200
    
    
    
    259,084Insurance
    
    
    273,563
    
    
    
    398,436Credit card fees
    
    
    
    
    
    
    257,515Other
    
    
    1,081,491
    
    
    
    809,162$
    6,768,578
    
    
    $
    5,869,861
 OFFERINGS OF SECURITIES:
        70




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71




---



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72




---



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73




---



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74




---



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75




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INCOME TAXES:
   Year
    
    
    
    Amount2011
    
    
    
    $
    1,392,3722017
    
    
    
    
    5,771,1962018
    
    
    
    
    7,949,7832019
    
    
    
    
    18,275,7332020
    
    
    
    
    42,227,4142021
    
    
    
    
    36,614,9382022
    
    
    
    
    72,361,9912023
    
    
    
    
    9,388,7832024
    
    
    
    
    7,500,8372025
    
    
    
    
    9,543,790$
    211,026,837
  2006
    
    
    2005Net
difference in tax basis and book
basis for certain assets
and liabilities
    
    $
    (115,200
    )
    
    $
    3,630,318Net
operating loss and tax credit carryforwards
    
    
    80,503,436
    
    
    
    89,368,12480,388,236
    
    
    
    92,998,442Valuation allowance
    
    
    (80,388,236
    )
    
    
    (92,998,442
    )Net deferred tax asset
    
    $
    
    
    
    $
    
  76




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##### Table of Contents



For the Year Ended December 31,2006
    
    
    2005
    
    
    2004Income tax benefit at Federal statutory tax rate
    
    $
    3,516,372
    
    
    $
    (3,119,614
    )
    
    $
    (4,059,230
    )State income tax benefit (net of Federal benefit)
    
    
    291,357
    
    
    
    (251,027
    )
    
    
    (336,336
    )Change in valuation allowance
    
    
    (8,864,688
    )
    
    
    3,956,689
    
    
    
    3,508,431Change in
valuation allowance resulting from decrease in cumulative temporary
differences
    
    
    (3,745,518
    )
    
    
    
    
    
    
    Decrease in cumulative temporary differences
    
    
    3,745,518
    
    
    
    
    
    
    
    Sale of subsidiaries  basis difference
    
    
    4,825,002
    
    
    
    
    
    
    
    Non deductible expenses
    
    
    
    
    
    
    25,284
    
    
    
    746,000Other
    
    
    231,957
    
    
    
    (611,332
    )
    
    
    141,135Provision for income taxes
    
    $
    
    
    
    $
    
    
    
    $
    
  INVESTMENTS IN AND ADVANCES TO EQUITY METHOD UNCONSOLIDATED INVESTEES:
  December 31,2006
    
    
    2005NetCo Partners (a)
    
    $
    287,689
    
    
    $
    551,882MovieTickets.com (b)
    
    
    (4,975
    )
    
    
    (4,975
    )$
    282,714
    
    
    $
    546,907
   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
   77




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##### Table of Contents



Year Ended December 31,2006
    
    2005
    
    2004Revenues
    
    $
    32,460
    
    
    $
    1,429,783
    
    
    $
    1,449,129Gross Profit
    
    
    32,348
    
    
    
    1,225,703
    
    
    
    1,236,325Net Income
    
    
    24,454
    
    
    
    1,066,469
    
    
    
    1,152,634Companys Share
of Net Income
    
    $
    12,227
    
    
    $
    533,228
    
    
    $
    576,317
       78




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Year Ended December 31,2006
    
    2005
    
    2004(unaudited)
    
    (unaudited)
    
    (unaudited)Revenues
    
    $
    10,404,377
    
    
    $
    8,944,380
    
    
    $
    6,609,014Cost and Expenses
    
    $
    9,616,663
    
    
    $
    11,027,527
    
    
    $
    8,231,045Depreciation and
Amortization
    
    $
    2,142,410
    
    
    $
    3,290,498
    
    
    $
    3,606,364Net Income (Loss)
    
    $
    921,761
    
    
    $
    (2,078,667
    )
    
    $
    (1,621,254
    )
  As of December 31,2006
    
    2005(unaudited)
    
    (unaudited)Cash
    
    $
    6,811,825
    
    
    $
    4,184,784Accounts Receivable, Net
    
    $
    3,067,232
    
    
    $
    4,776,214Accrued Expenses and Current Liabilities
    
    $
    2,710,177
    
    
    $
    3,890,123
  COMMITMENTS AND CONTINGENCIES:
 Operating Leases
  Year
    
    Amount2007
    
    $
    1,050,6422008
    
    
    643,9222009
    
    
    375,3322010
    
    
    238,7502011
    
    
    8,998Total
    
    $
    2,317,644
  79




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Placement Agent Commissions
  Self-Insurance Accruals
  Litigation
   80




---



##### Table of Contents



SUPPLEMENTAL DISCLOSURE OF NONCASH OPERATING, INVESTING AND FINANCING ACTIVITIES:
 2006
    
    
    2005
    
    
    2004CASH FLOWS FROM OPERATING ACTIVITIES:Interest paid in stock
    
    $
    (38,465
    )
    
    
    (1
    )
    
    $
    (59,999
    )
    
    
    (7
    )
    
    $
    (357,858
    )
    
    
    (14
    )Additional beneficial conversion feature resulting from
change in warrant exercise price
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (707,070
    )
    
    
    (19
    )Issuance of compensatory stock options and warrants for
services rendered
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (233,081
    )
    
    
    (20
    )Issuance of compensatory stock for services rendered
    
    
    
    
    
    
    
    
    
    
    (103,960
    )
    
    
    (8
    )
    
    
    (87,264
    )
    
    
    (15
    )Issuance of shares to employees as compensation
    
    
    (544,071
    )
    
    
    (2
    )
    
    
    (101,329
    )
    
    
    (11
    )
    
    
    (35,000
    )
    
    
    (16
    )Changes in assets and liabilities:Prepaid expenses
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (158,000
    )
    
    
    (17
    )Other accrued expenses
    
    
    (189,760
    )
    
    
    (4
    )
    
    
    (193,762
    )
    
    
    (9
    )
    
    
    (139,987
    )
    
    
    (13
    )Total non-cash operating activities
    
    $
    (772,296
    )
    
    
    
    
    
    $
    (459,050
    )
    
    
    
    
    
    $
    (1,718,260
    )CASH FLOWS FROM INVESTING ACTIVITIES:Acquisition of assets in acquired companies
    
    $
    (100,000
    )
    
    
    (5
    )
    
    $
    (144,000
    )
    
    
    (10
    )
    
    $
    (300,000
    )
    
    
    (12
    )Acquisition of property and equipment under capital
leases
    
    
    (52,420
    )
    
    
    
    
    
    
    (89,599
    )
    
    
    
    
    
    
    (53,053
    )Acquisition of intangible asset
    
    
    (516,500
    )
    
    
    (3
    )
    
    
    
    
    
    
    
    
    
    
    (224,743
    )
    
    
    (15
    )Acquisition cost paid with common stock
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (250,000
    )
    
    
    (18
    )Acquisition cost financed with note payable
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (510,000
    )
    
    
    (22
    )Total non-cash investing activities
    
    $
    (668,920
    )
    
    
    
    
    
    $
    (233,599
    )
    
    
    
    
    
    $
    (1,337,796
    )CASH FLOWS FROM FINANCING ACTIVITIES:Conversion of convertible debentures to common stock
    
    $
    (1,000,000
    )
    
    
    (6
    )
    
    $
    
    
    
    
    
    
    
    $
    (4,700,000
    )
    
    
    (21
    )Obligations acquired under capital leases
    
    
    52,420
    
    
    
    
    
    
    
    89,599
    
    
    
    
    
    
    
    53,053Acquisition cost financed with note payable
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    510,000
    
    
    
    (22
    )Stock options issued for compensation and payments for
services rendered
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    233,081
    
    
    
    (20
    )Acquisition costs paid with stock-based compensation
    
    
    100,000
    
    
    
    (5
    )
    
    
    144,000
    
    
    
    (10
    )
    
    
    Stock warrants issued for a prepaid asset
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    158,000
    
    
    
    (17
    )Common stock issued for compensation to an employee
    
    
    544,071
    
    
    
    (2
    )
    
    
    101,329
    
    
    
    (11
    )
    
    
    35,000
    
    
    
    (16
    )Common stock issued to consultants in return for services
rendered
    
    
    
    
    
    
    
    
    
    
    103,960
    
    
    
    (8
    )
    
    
    87,264
    
    
    
    (15
    )Common stock issued for services rendered in acquiring an
intangible asset
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    224,743
    
    
    
    (15
    )Common stock issued in lieu of interest payments on
convertible debentures
    
    
    38,465
    
    
    
    (1
    )
    
    
    59,999
    
    
    
    (7
    )
    
    
    357,858
    
    
    
    (14
    )Common stock issued for contributions to Company 401(k)
Plan
    
    
    189,760
    
    
    
    (4
    )
    
    
    193,762
    
    
    
    (9
    )
    
    
    139,987
    
    
    
    (13
    )Common stock issued for assets
    
    
    516,500
    
    
    
    (3
    )
    
    
    
    
    
    
    
    
    
    
    300,000
    
    
    
    (12
    )Common stock issued as part of purchase price for
StudioSystems, Inc.
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    250,000
    
    
    
    (18
    )Common stock issued for exercise of warrants attached to
Convertible Debentures
    
    
    1,000,000
    
    
    
    (6
    )
    
    
    
    
    
    
    
    
    
    
    4,700,000
    
    
    
    (21
    )Additional interest expense for change in warrant
exercise price
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    707,070
    
    
    
    (19
    )Total non-cash financing activities
    
    $
    1,441,216
    
    
    
    
    
    
    $
    692,649
    
    
    
    
    
    
    $
    3,056,056
 
 (1)
    
    Hollywood Media issued 9,133 shares of common stock valued at $38,465, for interest
due to holders of Convertible Debentures of the Company (the Convertible Debentures) (See
Note 11).(2)
    
    Hollywood Media issued 126,914 shares of common stock valued at $544,071 to employees
for services rendered.(3)
    
    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 shares, in payment of purchase price for $216,500 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 81




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##### Table of Contents



the acquisition of Prosperity Plus, Inc.s intangible assets pursuant to the terms of the
asset purchase agreement.(4)
    
    Hollywood Media issued 44,028 shares of common stock valued at $189,760 for payment of
Hollywood Medias 401(k) employer match for calendar year 2005 (see Note 2).(5)
    
    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.(6)
    
    On May 22, 2006, Hollywood Media issued 312,500 shares of common stock valued at
$1,000,000 upon conversion of $1.0 million principal amount of Debentures into shares of
Hollywood Medias common stock at a conversion price of $3.20 per share pursuant to the
terms of the Debenture. This last remaining Debenture was converted on May 22, 2006.(7)
    
    Hollywood Media issued 13,620 shares of common stock, valued at $59,999, for interest
due to holders of its Convertible Debentures of the Company (the Convertible Debentures)
(see Note 11).(8)
    
    Hollywood Media issued 22,237 shares of common stock valued at $103,960 in connection
with utilization of a third partys services for consulting work.(9)
    
    Hollywood Media issued 39,951 shares of common stock valued at $193,762, for payment of
Hollywood Medias 401(k) employer match for calendar year 2004 (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 recoded
as goodwill relating to the CinemasOnline acquisition.(11)
    
    Hollywood Media issued 22,655 shares of common stock, valued at $101,329, to employees
for services rendered.(12)
    
    Hollywood Media issued 91,463 shares of common stock, valued at $300,000, for the
assets of Front Row Marketing (see Note 8).(13)
    
    Hollywood Media issued 52,627 shares of common stock valued at $139,987, for payment of
Hollywood Medias 401(k) employer match for calendar year 2003 (see Note 2).(14)
    
    Hollywood Media issued 157,605 shares of common stock, valued at $357,858, for interest
due to holders of its Convertible Debentures (see Note 11).(15)
    
    Hollywood Media issued 68,104 shares of common stock valued at $224,743, in connection
with utilization of a third partys services to obtain certain intangible assets for the
Broadway Ticketing division (see Note 4). On November 30, 2004, Hollywood Media issued
20,000 shares of common stock valued at $87,264 for services rendered by consultants.(16)
    
    Hollywood Media issued 2,857 shares of common stock valued at $10,000, to an employee
as additional compensation. On September 8, 2004, Hollywood Media issued 7,526 shares of
common stock valued at $25,000, to an employee as additional compensation pursuant to an
employment agreement. 82




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##### Table of Contents



(17)
    
    Hollywood Media issued 200,000 shares of common stock to an independent third party,
pursuant to a consulting agreement providing an option to purchase the shares for $500,000,
for services rendered in connection with a proposed accretive acquisition for the Broadway
Ticketing division (see Note 4). This agreement included $158,000 of stock-based
compensation, which was recorded to prepaid acquisition costs.(18)
    
    Hollywood Media issued 73,249 shares of common stock, valued at $250,000, as part of
the purchase price to acquire StudioSystems, Inc. (see Note 4).(19)
    
    As a result of the reduction of the conversion price on warrants attached to the
Convertible Debentures, a total of $707,070 was recorded as additional beneficial conversion
costs (see Note 10).(20)
    
    Stock options and warrants of Hollywood Media, valued at $233,081, were issued during
2004 for services rendered to the Company.(21)
    
    The principal amount of $4.7 million in the Convertible Debentures was converted to
1,540,985 shares of Hollywood Media common stock (see Note 10).(22)
    
    As part of the purchase price to acquire StudioSystems Inc., Hollywood Media agreed to
tender 12 monthly payments of $42,500, commencing July 2004. SEGMENT REPORTING:
   83




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Year Ended December 31,2006
    
    
    2005
    
    
    2004Net Revenues:Broadway Ticketing
    
    $
    98,102,961
    
    
    $
    78,890,718
    
    
    $
    59,689,971Data Business
    
    
    6,478,478
    
    
    
    5,359,222
    
    
    
    4,601,047Ad Sales
    
    
    9,909,996
    
    
    
    4,513,676
    
    
    
    2,814,921Intellectual Properties
    
    
    1,229,126
    
    
    
    1,550,580
    
    
    
    2,483,302Cable TV
    
    
    174,899
    
    
    
    40,834
    
    
    
    Other
    
    
    
    
    
    
    
    
    
    
    $
    115,895,460
    
    
    $
    90,355,030
    
    
    $
    69,589,241Operating Income (Loss):Broadway Ticketing
    
    $
    3,937,948
    
    
    $
    2,798,186
    
    
    $
    1,554,186Data Business
    
    
    2,240,791
    
    
    
    1,636,331
    
    
    
    1,355,321Ad Sales
    
    
    (978,399
    )
    
    
    (1,848,811
    )
    
    
    (2,411,885
    )Intellectual Properties
    
    
    163,953
    
    
    
    379,636
    
    
    
    807,221Cable TV
    
    
    (573,454
    )
    
    
    (679,932
    )
    
    
    (872,901
    )Other
    
    
    (11,097,590
    )
    
    
    (11,834,116
    )
    
    
    (9,557,919
    )$
    ( 6,306,751
    )
    
    $
    (9,548,706
    )
    
    $
    (9,125,977
    )Capital Expenditures (a)Broadway Ticketing
    
    $
    408,474
    
    
    $
    83,373
    
    
    $
    135,364Data Business
    
    
    71,260
    
    
    
    88,064
    
    
    
    81,113Ad Sales
    
    
    440,776
    
    
    
    252,803
    
    
    
    561,515Intellectual Properties
    
    
    
    
    
    
    
    
    
    
    Cable TV
    
    
    
    
    
    
    1,948
    
    
    
    11,156Other
    
    
    267,810
    
    
    
    544,039
    
    
    
    493,950$
    1,188,320
    
    
    $
    970,227
    
    
    $
    1,283,098Depreciation and
Amortization Expense:Broadway Ticketing
    
    $
    289,857
    
    
    $
    288,690
    
    
    $
    236,720Data Business
    
    
    176,978
    
    
    
    199,188
    
    
    
    102,766Ad Sales
    
    
    917,496
    
    
    
    490,558
    
    
    
    705,735Intellectual Properties
    
    
    
    
    
    
    1,955
    
    
    
    2,340Cable TV
    
    
    13,134
    
    
    
    120,761
    
    
    
    223,361Other
    
    
    481,940
    
    
    
    367,182
    
    
    
    308,279$
    1,879,405
    
    
    $
    1,468,334
    
    
    $
    1,579,201
 December 31,2006
    
    
    2005Segment Assets:Broadway Ticketing
    
    $
    31,405,727
    
    
    $
    23,765,601Data Business
    
    
    10,512,528
    
    
    
    10,304,554Ad Sales
    
    
    30,579,885
    
    
    
    30,117,191Intellectual Properties
    
    
    708,988
    
    
    
    738,430Cable TV
    
    
    159,116
    
    
    
    58,553Discontinued Operations
    
    
    
    
    
    
    12,500,998Other
    
    
    26,643,360
    
    
    
    5,817,623$
    100,009,604
    
    
    $
    83,302,950
 
 (a)
    
    Capital expenditures does not include property and equipment acquired under capital
lease obligations or through acquisitions. 84




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UNAUDITED QUARTERLY FINANCIAL INFORMATION:
 For the quarter ended March 31, 2006
 ReportedNet revenues
    
    $
    22,542,775Operating loss from continuing operations
    
    
    (2,109,604
    )Income (loss) from discontinued operations
    
    
    283,271Net loss
    
    
    (2,702,172
    )Weighted average shares
    
    
    32,323,946Income (loss) per share  continuing operations
    
    $
    (0.09
    )Income (loss) per share   discontinued operations
    
    $
    0.01Net loss per share (1)
    
    $
    (0.08
    )
 For the quarter ended June 30, 2006
 ReportedNet revenues
    
    $
    31,567,141Operating loss from continuing operations
    
    
    (1,211,476
    )Income (loss) from discontinued operations
    
    
    191,599Net loss
    
    
    (1,038,246
    )Weighted average shares
    
    
    32,634,848Income (loss) per share  continuing operations
    
    $
    (0.04
    )Income (loss) per share   discontinued operations
    
    $
    0.01Net loss per share (1)
    
    $
    (0.03
    )
 For the quarter ended September 30, 2006
 ReportedNet revenues
    
    $
    26,039,842Operating loss from continuing operations
    
    
    (1,851,687
    )Income (loss) from discontinued operations
    
    
    17,019,607Net loss
    
    
    14,964,128Weighted average shares
    
    
    32,958,073Income (loss) per share  continuing operations
    
    $
    (0.06
    )Income (loss) per share   discontinued operations
    
    $
    0.51Net loss per share (1)
    
    $
    0.45
 For the quarter ended December 31, 2006
 ReportedNet revenues
    
    $
    35,745,702Operating loss from continuing operations
    
    
    (1,133,984
    )Income (loss) from discontinued operations
    
    
    (535,670
    )Net loss
    
    
    (1,701,197
    )Weighted average shares
    
    
    33,119,624Income (loss) per share  continuing operations
    
    $
    (0.04
    )Income (loss) per share   discontinued operations
    
    $
    (0.01
    )Net loss per share (1)
    
    $
    (0.05
    )
 85




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For the quarter ended March 31, 2005As previously
    
    Restatementreported
    
    adjustments
    
    RestatedNet revenues
    
    $
    20,759,190
    
    
    $
    (1,634,507
    )
    
    $
    19,124,683Operating loss from continuing operations
    
    
    (3,081,798
    )
    
    
    
    
    
    
    (3,081,798
    )Income (loss) from discontinued operations
    
    
    137,483
    
    
    
    
    
    
    
    137,483Net loss
    
    
    (2,970,981
    )
    
    
    
    
    
    
    (2,970,981
    )Weighted average shares
    
    
    30,655,878
    
    
    
    
    
    
    
    30,655,878Income (loss) per share  continuing operations
    
    $
    (.10
    )
    
    
    
    
    
    $
    (.10
    )Income (loss) per share  discontinued operations
    
    $
    
    
    
    
    
    
    
    $
    Net loss per share (1)
    
    $
    (.10
    )
    
    
    
    
    
    $
    (.10
    )
 For the quarter ended June 30, 2005As previously
    
    Restatementreported
    
    adjustments
    
    RestatedNet revenues
    
    $
    26,536,232
    
    
    $
    (2,002,100
    )
    
    $
    24,534,132Operating loss from continuing operations
    
    
    (2,479,945
    )
    
    
    
    
    
    
    (2,479,945
    )Income (loss) from discontinued operations
    
    
    111,177
    
    
    
    
    
    
    
    111,177Net loss
    
    
    (2,006,263
    )
    
    
    
    
    
    
    (2,006,263
    )Weighted average shares
    
    
    31,218,660
    
    
    
    
    
    
    
    31,218,660Income (loss) per share  continuing operations
    
    $
    (0.07
    )
    
    
    
    
    
    $
    (0.07
    )Income (loss) per share  discontinued operations
    
    $
    0.01
    
    
    
    
    
    
    $
    0.01Net loss per share (1)
    
    $
    (0.06
    )
    
    
    
    
    
    $
    (0.06
    )
 For the quarter ended September 30, 2005As previously
    
    Restatementreported
    
    adjustments
    
    RestatedNet revenues
    
    $
    21,603,406
    
    
    $
    (2,050,876
    )
    
    $
    20,915,417Operating loss from continuing operations
    
    
    (2,705,258
    )
    
    
    
    
    
    
    (2,705,258
    )Income (loss) from discontinued operations
    
    
    232,122
    
    
    
    
    
    
    
    232,122Net loss
    
    
    (2,514,571
    )
    
    
    
    
    
    
    (2,514,571
    )Weighted average shares
    
    
    31,956,277
    
    
    
    
    
    
    
    31,956,277Income (loss) per share  continuing operations
    
    $
    (0.09
    )
    
    
    
    
    
    $
    (0.09
    )Income (loss) per share  discontinued operations
    
    $
    0.01
    
    
    
    
    
    
    $
    0.01Net loss per share (1)
    
    $
    (0.08
    )
    
    
    
    
    
    $
    (0.08
    )
 For the quarter ended December 31, 2005
 ReportedNet revenues
    
    $
    27,143,685Operating loss from continuing operations
    
    
    (1,281,705
    )Income (loss) from discontinued operations
    
    
    204,232Net loss
    
    
    (1,421,367
    )Weighted average shares
    
    
    32,029,974Income (loss) per share  continuing operations
    
    $
    (0.05
    )Income (loss) per share  discontinued operations
    
    $
    0.01Net loss per share (1)
    
    $
    (0.04
    )
 
 (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.   86




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##### Table of Contents







RELATED PARTY TRANSACTIONS:


Joint Venture Transactions




SUBSEQUENT EVENTS:


Theatre Direct Showtix  
 Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE.
  87




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##### Table of Contents



Item 9A. CONTROLS AND PROCEDURES.
 Evaluation of Disclosure Controls and Procedures
  Changes in Internal Control Over Financial Reporting
  
    
    Strengthening of manual processes related to the support, review and summarization
of financial information produced from the existing ticketing system, which resulted in a substantial reduction in the number of control
deficiencies during 2006.
    
    Hiring of additional skilled accounting personnel to strengthen the existing accounting
department and manual controls.
  Managements Report on Internal Control Over Financial Reporting
    88




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Managements Plan to Address Material Weakness
      89




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##### Table of Contents



Report of Independent Registered Public Accounting Firm
 
 Internal Control  Integrated Framework
       90




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##### Table of Contents



.
  /s/ KAUFMAN, ROSSIN & CO., P.A.Miami, Florida
March 14, 2007 91




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##### Table of Contents



ITEM 9B. OTHER INFORMATION .
  92




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##### Table of Contents



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 .
  93




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##### Table of Contents



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
  
    
    Reports of Independent Registered Public Accounting Firms
    
    Consolidated Balance Sheets as of December 31, 2006 and December 31, 2005
    
    Consolidated Statements of Operations for the Years Ended December 31, 2006, 2005 and 2004
    
    Consolidated Statements of Shareholders Equity for the Years Ended December 31,
2006, 2005 and 2004
    
    Consolidated Statements of Cash Flows for the Years Ended December 31, 2006, 2005 and 2004
    
    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
    )
 94




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##### Table of Contents



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
    )
 95




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##### Table of Contents



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
    )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
    )
 96




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##### Table of Contents



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
    )
 97




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##### Table of Contents



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
    )
 98




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##### Table of Contents



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
    )21
    
    Subsidiaries of Hollywood Media
    
    
    *23.1
    
    Consent of Kaufman, Rossin & Co., P.A. Independent Registered Public Accounting Firm
    
    
    *23.2
    
    Consent of Ernst & Young LLP, 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)
    
    
    *
 
 *
    
    Filed as an exhibit to this Form 10-K 99




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##### Table of Contents



(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.
 100




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##### Table of Contents



(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.
 101




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##### Table of Contents



SIGNATURES
  HOLLYWOOD MEDIA CORP.Date:  March 16, 2007
    By:
    /s/ Mitchell RubensteinMitchell Rubenstein, Chairman of the Boardand Chief Executive Officer  Date: March 16, 2007
    
    /s/ Mitchell RubensteinMitchell Rubenstein, Chairman of the Board andChief Executive Officer (Principal executive officer)Date: March 16, 2007
    
    /s/ Laurie S. SilversLaurie S. Silvers, Vice Chairman of the Board,President and SecretaryDate: March 16, 2007
    
    /s/ Scott GomezScott Gomez, Chief Accounting Officer (Principalfinancial and accounting officer)Date: March 16, 2007
    
    /s/ Harry T. HoffmanHarry T. Hoffman, DirectorDate: March 16, 2007
    
    /s/ Deborah J. SimonDeborah J. Simon, DirectorDate: March 16, 2007
    
    /s/ Robert E. McAllanRobert E. McAllan, DirectorDate: March 16, 2007
    
    /s/ Ira A. RosenbergIra Rosenberg, Director
 102