NovelStem International Corp. 10-Q

ITEM 5. OTHER INFORMATION Item 1.01 of Form 8-K Entry into a Material Definitive Agreement. On May 11, 2012, Hollywood Media and R&S Investments, LLC (“R&S Investments”) entered into a Second Amendment to Purchase Agreement (the “Second R&S Amendment”), which amends the Purchase Agreement dated as of August 21, 2008 between Hollywood Media and R&S Investments, as amended by Amendment to Purchase Agreement dated as of September 30, 2009 between Hollywood Media and R&S Investments (the “R&S Purchase Agreement”). Pursuant to the R&S Purchase Agreement, R&S Investments purchased Hollywood Media’s subsidiaries Hollywood.com, Inc. and Totally Hollywood TV, LLC . R&S Investments is owned by Mitchell Rubenstein, Hollywood Media’s Chief Executive Officer and Chairman of the Board, and Laurie S. Silvers, Hollywood Media’s President and Secretary and Vice Chairman of the Board. The Second R&S Amendment was approved by a special committee of Hollywood Media’s Board of Directors consisting of Directors Harry Hoffman and Robert D. Epstein. The Second R&S Amendment provides that, in order to allow sufficient time to determine the amount of the earnout payments due from R&S Investments to Hollywood Media under the Purchase Agreement, R&S Investments shall have a sixty (60)-day grace period on the due date for all such earnout payments. In addition, the Second R&S Amendment clarifies that, in determining the EBITDA component of the earnout under the Purchase Agreement, it was and is the intent of Hollywood Media and R&S Investments that, in calculating EBITDA, all out-of-pocket labor costs (including the costs of employees and contractors) will be subtracted from revenue no later than when incurred even if capitalized, and will be treated, for purposes of the EBITDA calculation, as an operating expense when incurred. The remainder of the Purchase Agreement remains unchanged and continues in full force and effect. The foregoing summary of the Second R&S Amendment and the transactions contemplated by the Second R&S Amendment do not purport to be complete and are subject to, and qualified in their entirety by, the full text of the Second R&S Amendment which is filed as Exhibit 10.1 hereto and is incorporated by reference into this Item 1.01. [ 34 ] ITEM 6. EXHIBITS The following exhibits are filed as part of this Quarterly Report on Form 10-Q: Exhibit Number Description 10.1 Second Amendment to Purchase Agreement dated as of May 11, 2012 between Hollywood Media Corp. and R&S Investments, LLC. 31.1 Certification of Chief Executive Officer (principal executive officer) pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934, as amended. 31.2 Certification of Chief Financial Officer and Chief Accounting Officer (principal financial and accounting officer) pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934, as amended. 32.1 Certification of Chief Executive Officer (principal executive officer) pursuant to 18 U.S.C. 1350. 32.2 Certification of Chief Financial Officer and Chief Accounting Officer (principal financial and accounting officer) pursuant to 18 U.S.C. 1350. 101**+ The following financial information from Hollywood Media Corp.’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2012, formatted in XBRL (eXtensible Business Reporting Language): (i) Condensed Consolidated Balance Sheets as of March 31, 2012 (unaudited) and December 31, 2011, (ii) Condensed Consolidated Statements of Operations (unaudited) for the three months ended March 31, 2012 and 2011, (iii) Condensed Consolidated Statements of Cash Flows (unaudited) for the three months ended March 31, 2012 and 2011, and (iv) the Notes to Condensed Consolidated Financial Statements (unaudited). ** Pursuant to Rule 406T of Regulation S-T, these interactive data files are deemed not filed or part of a registration statement or prospectus for purposes of Section 11 or 12 of the Securities Act of 1933, are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, and otherwise are not subject to liability under these sections. + Submitted electronically with this Quarterly Report on Form 10-Q. [ 35 ] SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. HOLLYWOOD MEDIA CORP. Date: May 15, 2012 By: /s/ Mitchell Rubenstein Mitchell Rubenstein, Chairman of the Board and Chief Executive Officer (Principal executive officer) Date: May 15, 2012 By: /s/ Tammy G. Hedge Tammy G. Hedge, Chief Financial Officer and Chief Accounting Officer (Principal financial and accounting officer) [ 36 ]