What changed in this filing

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Item 1. Business

2013-04-01 compared with 2012-04-16 · 186 added, 240 removed, 103 unchanged (81% of the section changed)

8 unchanged sentences

license fees and royalties.

Our Broadway Ticketing business was comprised of Broadway.com, 1-800-BROADWAY, Theatre Direct and Theatre.com.

On December 15, 2010, as contemplated by the Stock Purchase Agreement, dated as of December 22, 2009, entered into between Hollywood

Media and Key Brand (as amended, the “Purchase Agreement”) we completed the sale of our Broadway Ticketing Division

(the “Broadway Sale”), through the sale of all of the outstanding capital stock of Theatre Direct NY, Inc.

(“Theatre

Direct”) to Key Brand Entertainment Inc.

Our Broadway Ticketing business was comprised of Broadway.com, 1-800-BROADWAY, Theatre Direct and

On December 15, 2010, as contemplated by the Stock Purchase Agreement, dated as of December 22, 2009, entered into

between Hollywood Media and Key Brand (as amended, the “Purchase Agreement”) we completed the sale of our Broadway

Ticketing Division (the “Broadway Sale”), through the sale of all of the outstanding capital stock of Theatre Direct

(“Theatre Direct”) to Key Brand Entertainment Inc.

(“Key Brand”).

Following the Broadway

Sale, we currently have the following businesses and interests:

(i) our Ad Sales Division (including CinemasOnline (as defined

below) and our 26.2% equity interest in MovieTickets.com, Inc.

(“MovieTickets.com”) (ii) our Intellectual Properties

Division (consisting of our wholly-owned subsidiary, Tekno Books, and a 50% interest in NetCo Partners), (iii) our Other Division

consists of our 21.74% equity interest in Project Hollywood LLC (“Project Hollywood”), (iv) an earn-out from the sale

of the Hollywood.com business, (v) a Warrant issued by Theatre Direct in connection with the Broadway Sale, and (vi) the right

to receive payments from Key Brand under the Credit Agreement (defined below) and an earn-out as discussed below in connection

with the Broadway Sale.

Sale of our Broadway

Ticketing Division .

In connection with the Broadway Sale:

we received $20.5 million in cash;

Theatre Direct, Key Brand, and the Company entered into that certain Second Lien Credit, Security

and Pledge Agreement, dated as of December 15, 2010 (the “Credit Agreement”) pursuant to which Key Brand is obligated

to pay to the Company $8.5 million at an interest rate of 12% per annum, which obligation matures on December 15, 2015 and is secured

on a second lien basis by all stock and assets of Theatre Direct and its subsidiaries;

Theatre Direct issued the Company a warrant to purchase 5% of the outstanding shares of common

stock of Theatre Direct as of the closing date on a fully diluted basis at an exercise price of $.01 per share (the “Warrant”);

Key Brand assumed $1.6 million of liabilities associated with employment agreements with certain

employees of Theatre Direct;

if Theatre Direct and its subsidiaries achieve revenues (as defined in the Purchase Agreement)

greater than or equal to $125 million in any full fiscal year, starting with the first fiscal year ending June 30, 2012, of Theatre

Direct ending during the period from the closing date of the Broadway Sale until the end of the tenth full fiscal year of Theatre

Direct which occurs after the closing date of the Broadway Sale, then Key Brand will pay us an amount equal to $7 million

(plus the applicable portion of any adjustments under the Credit Agreement relating to the enactment of adverse ticketing regulations);

if Theatre Direct and its subsidiaries achieve revenues (as defined in the Purchase Agreement)

greater than or equal to $150 million in any full fiscal year, starting with the first fiscal year ending June 30, 2012 of Theatre

Direct ending during the period from the closing date of the Broadway Sale until the end of the tenth full fiscal year of Theatre

Direct which occurs after the closing date of the Broadway Sale, then Key Brand will pay us an additional amount equal to $7 million

(plus the applicable portion of any adjustments under the Credit Agreement relating to the enactment of adverse ticketing regulations).

In connection with

the Credit Agreement, Hollywood Media and Key Brand entered into a Subordination and Intercreditor Agreement, dated December 15,

2010 (the “Intercreditor Agreement”), with JP Morgan Chase Bank, N.A., as administrative agent for the senior lenders

of Key Brand, which defines the rights and obligations of the senior secured lenders and Hollywood Media as subordinated creditor

including, without limitation, the rights of payment and the subordination of the security interests of Hollywood Media.

Hollywood Media also

agreed to provide certain transition services to Key Brand and Theatre Direct following the closing of the Broadway Sale for a

six-month period which ended June 15, 2011.

These services were insignificant and did not constitute continuing involvement in

Theatre Direct.

Tender Offer .

On February 25, 2011, Hollywood Media completed its tender offer and purchased 8 million shares of its common stock at a price

of $2.05 per share (less any applicable withholding taxes and without interest).

For additional information see Liquidity and Capital

Resources in Item 7 –

See Part II, Item 7 of this

Annual Report on Form 10-K –

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Major Business Divisions

of Hollywood Media.

The following summary descriptions of our continuing operations major business divisions are followed by

more detailed descriptions of such businesses.

and Note 5, “Discontinued Operations”

in the Notes to the Consolidated Financial Statements contained in Part II,

Item 8 of this Annual Report on Form 10-K for more information on the Broadway Sale.

Following the Broadway Sale and the other

transactions described below, we currently have the following businesses and interests:

(i) our Ad Sales Division (including our

26.2% equity interest in MovieTickets.com, Inc.

(“MovieTickets.com”)), (ii) our Intellectual Properties Division (consisting

of our wholly-owned subsidiary, Tekno Books, and a 50% interest in NetCo Partners), (iii) a warrant to purchase 5% of the outstanding

shares of common stock of Theatre Direct issued by Theatre Direct in connection with the Broadway Sale (as amended, the “Warrant”),

and (iv) the right to receive payments from Key Brand under the that certain Second Lien Credit, Security and Pledge Agreement,

dated as of December 15, 2010, entered into by Theatre Direct, Key Brand and Hollywood Media, as amended (the “Credit Agreement”).

Sale by Hollywood Media of its Minority

Interest in Project Hollywood LLC (which owns the Baseline StudioSystems business)

August 28, 2012, Hollywood Media entered into an Assignment and Assumption of Membership Interest and Waiver (the “Assignment”)

with Baseline Holdings LLC (“Baseline Holdings”), Project Hollywood LLC (“Project Hollywood”), Mitchell

Rubenstein (“Mr.

Rubenstein”) and Laurie S.

Silvers (“Ms.

Silvers”).

Baseline Holdings is wholly-owned

Rubenstein, the Chairman and Chief Executive Officer of Hollywood Media, and Ms.

Silvers, the Vice-Chairman, President

and Secretary of Hollywood Media.

Pursuant to the Assignment, Hollywood Media assigned to Baseline Holdings all of Hollywood Media’s

membership interest in Project Hollywood in exchange for total consideration of $1,800,000.00 (the “Project Hollywood Purchase

Price”).

The Project Hollywood Purchase Price has been paid as follows:

(1) $1,230,500.00 in cash (which has been paid

by Baseline Holdings to Hollywood Media), (2) Mr.

Rubenstein waived his right to receive any future principal and interest owed

by Key Brand to Hollywood Media pursuant to the Credit Agreement (as of August 28, 2012, Mr.

Rubenstein had the right to receive

4.76% of the principal, or $404,600.00, and interest on account of the Credit Agreement), and (3) Ms.

Silvers waived her right

to receive any future principal and interest owed by Key Brand to Hollywood Media under the Credit Agreement (as of August 28,

Silvers has the right to receive 1.94% of the principal, or $164,900.00, and interest on account of the Credit Agreement).

Hollywood Media acquired its membership interest in Project Hollywood on October 27, 2011 for $1,250,000.00.

“Related Party Transactions”

in the Notes to the Consolidated Financial Statements contained in Part II, Item 8 of

this Annual Report on Form 10-K and Part III, Item 13 of this Annual Report on Form 10-K –

Certain Relationships and Related

Transactions, and Director Independence for more information on the Assignment and the transactions contemplated by the Assignment.

Sale of Cinemasource UK Limited - Share Purchase Agreement

On May 1, 2012, Hollywood

Media entered into a share purchase agreement (the “Share Purchase Agreement”) with Orchard Advertising Limited (“Buyer”),

pursuant to which Hollywood Media sold, and Buyer purchased, the entire issued share capital of Cinemasource UK Limited (the “Purchased

Shares”) which business was part of Hollywood Media’s Ad Sales segment and included UK Theatres Online Limited, Spring

Leisure Limited, Cinemasonline Limited and WWW.CO.UK Limited.

Pursuant to the Share

Purchase Agreement, the purchase price for the Purchased Shares is U.S.

$250,000, payable in cash in a non-interest bearing loan

in twenty equal quarter-annual installments of $12,500 each over a period of five years.

Subject to the terms and conditions of

the Share Purchase Agreement, the first installment of the purchase price was due and was paid to Hollywood Media on July 31, 2012

and subsequent installments of the purchase price are due every three calendar months thereafter.

Hollywood Media received such

payments in accordance with the payment terms.

See Part II, Item

7 of this Annual Report on Form 10-K –

Management’s Discussion and Analysis of Financial Condition and Results of

Operation and Note 5, “Discontinued Operations”

in the Notes to the Consolidated Financial Statements contained in

Part II, Item 8 of this Annual Report on Form 10-K for more information on the sale of Cinemasource UK Limited.

Major Business Divisions of Hollywood

The following summary

descriptions of our continuing operations major business divisions are followed by more detailed descriptions of such businesses.

Ad Sales Division

Hollywood Media’s

Ad Sales Division is comprised of the U.K.

based CinemasOnline Limited, UK Theatres Online Limited, WWW.CO.UK Limited and Spring

Leisure Limited (collectively known as “CinemasOnline”) and holds Hollywood Media’s investment in MovieTickets.com.

The Ad Sales segment sells contracted advertising space on lobby display posters in cinemas and movie brochure booklets distributed

in independent cinemas and theatre ticket wallets in the United Kingdom and Ireland.

There is also a limited focus on advertising

sales on plasma screens located in a small number of cinemas and live theatre venues.

MovieTickets.com is one of the two leading

destinations for the purchase of movie tickets through the Internet.

MovieTickets.com is an online ticketing service owned by a

joint venture formed by Hollywood Media and several major movie exhibitor chains.

Hollywood Media currently

owns 26.2% of the equity of MovieTickets.com

Hollywood Media’s Ad Sales Division

includes Hollywood Media’s 26.2% equity interest in MovieTickets.com.

Prior to the sale of Cinemasource UK Limited on May 1, 2012 described

above (which business included UK Theatres Online Limited, Spring Leisure

Limited, Cinemasonline Limited and WWW.CO.UK Limited), the Ad Sales segment

also sold advertising on plasma TV displays throughout the U.K.

on lobby display posters, movie brochure booklets and ticket wallets distributed

in cinemas, live theater and other entertainment venues in the U.K.

See Part I, Item 3

of this Annual Report on Form 10-K for a discussion of the current lawsuit involving Hollywood Media and Movietickets.com

of this Annual Report on Form 10-K for a discussion of the current lawsuit involving Hollywood Media, National Amusements Inc.

and Movietickets.com as Plaintiffs and AMC Entertainment Inc., as Defendant.

Intellectual Properties

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which develops and executes book projects, frequently with best-selling authors.

Tekno Books has worked with over 60 New York Times

best-selling authors, including Isaac Asimov, Tom Clancy, Tony Hillerman, John Jakes, Jonathan Kellerman, Dean Koontz, Robert Ludlum,

Nora Roberts and Scott Turow.

Hollywood Media is also a 50% partner in NetCo Partners, a partnership that owns NetForce.

Media also owns directly additional intellectual property created for it by various best-selling authors such as Mickey Spillane,

Anne McCaffrey and others.

Project Hollywood,

through a wholly-owned subsidiary, owns all of the membership interests of Baseline LLC.

Baseline LLC owns the equity interests

in Baseline StudioSystems, a database and research service provider offering specialized information to its subscribing users,

which subscribers include movie and TV studios and production companies, distributors, producers, screenwriters, and news organizations.

Baseline StudioSystem's film and television database contains motion picture and TV information, including comprehensive data

about film and television productions and entertainment industry professionals.

On October 7, 2011,

Project Hollywood LLC, a newly formed limited liability company owned by Baseline Holdings LLC (which is owned by Mitchell Rubenstein,

the Chairman and Chief Executive Officer of the registrant, Hollywood Media Corp.

(“Hollywood Media”), and Laurie Silvers,

the Vice-Chairman, President and Secretary of Hollywood Media) acquired from The New York Times Company all of the membership interests

of Baseline LLC.

Baseline LLC owns Baseline StudioSystems, a leading provider of movie and TV data services for the entertainment

and motion picture industries and a licensor of information to Internet and digital media companies.

Rubenstein and Ms.

individually contributed $4.5 million in cash to Baseline Holdings LLC which in turn contributed it to Project Hollywood LLC to

fund the acquisition.

Hollywood Media

previously owned the Baseline StudioSystems business and sold it on August 25, 2006 to The New York Times Company.

opportunity to purchase the Baseline StudioSystems business was presented to Mr.

Rubenstein and Ms, Silvers in their

individual capacity, and they presented to Hollywood Media’s independent directors the opportunity for Hollywood Media.

Rather than acquire 100% of the Baseline StudioSystems business, and taking into account, among other factors

and considerations, Hollywood Media’s then available cash, Hollywood Media’s independent directors decided

unanimously for Hollywood Media to make a minority investment in Project Hollywood LLC alongside Mr.

Rubenstein and Ms.

Silvers with the relative ownership interest of Project Hollywood LLC interests determined based on the proportionate

amount each invested.

On October 27, 2011,

following Project Hollywood LLC’s acquisition of all of the membership interests of Baseline LLC, Hollywood Media (following

the unanimous approval of its independent directors) acquired a 21.74% ownership interest in Project Hollywood LLC for an investment

of $1.25 million, which was based on the same per membership unit price paid by Baseline Holdings for its 78.26% ownership interest

in Project Hollywood LLC.

The funds contributed were used to acquire Baseline LLC and for working capital and other capital needs

of the Baseline StudioSystems business.

The Baseline StudioSystems business has no debt other than normal accounts payable and

deferred revenue.

Pursuant to the Project

Hollywood Limited Liability Company Agreement (the “Project Hollywood Agreement”), Baseline Holdings or its designee

will be the managing member as long as Baseline Holdings or any of its permitted transferees, as defined in the Project Hollywood

Agreement, has an ownership interest in Project Hollywood.

The managing member of Project Hollywood has full authority, power and

discretion to manage and control Project Hollywood’s business and to determine the timing and amounts of distributions.

The Project Hollywood

Agreement provides that (i) distributions of available cash will be made in accordance with the members’

percentage interests,

(ii) Hollywood Media’s ownership interest in Project Hollywood is subject to a right of first refusal in favor of Project

Hollywood and Baseline Holdings in the event Hollywood Media desires to transfer such ownership interest, (iii) if Baseline Holdings

and/or its permitted transferees who together own at least a majority of Project Hollywood agree to sell its ownership interest

in Project Hollywood or vote in favor of a merger or consolidation or a sale of all or substantially all of Project Hollywood’s

assets, Hollywood Media is required to consent to the transaction, waive any appraisal rights, and agree to sell its ownership

interest in Project Hollywood on the same terms and conditions as other members;

and (iv) if Baseline Holdings desires to sell

its ownership interest in Project Hollywood, Hollywood Media would be able to participate in such sale by selling a proportionate

amount of its interest in Project Hollywood.

Media currently owns 21.74% of the equity of Project Hollywood.

Project Hollywood entered into two agreements with the

two former senior executives of Baseline StudioSystems (who have no relationship with

Hollywood Media) to manage the business on a day-to-day basis, as of December 1, 2011.

those agreements, the managers will each receive 7.5% of Project Hollywood LLC’s membership units subject to a three year

vesting schedule (at a rate of 2.5% per annum) and the obtaining of certain performance-based EBITDA hurdles each year.

Under that vesting schedule (and if vesting occurs), Hollywood Media’s ownership in Project Hollywood will be reduced to

20.65% at June 30, 2012, 19.57% at June 30, 2013 and 18.48% at June 30, 2014.

See “Item

Management’s Discussion and Analysis of Financial Condition and Results of Operation - Equity in Earnings of Unconsolidated

Investees”

below, and Note 15 of the Notes to Consolidated Financial Statements in Item 8 of this Annual Report on Form

10-K below, for additional information about our equity interest in Project Hollywood.

Other Business and

Financial Information.

Tekno Books has worked with over 60 New York

Times best-selling authors, including the late Isaac Asimov, Tom Clancy, Tony Hillerman, John Jakes, Jonathan Kellerman, Dean

Koontz, the late Robert Ludlum, Nora Roberts and Scott Turow.

Hollywood Media is also a 50% partner in NetCo Partners, a partnership

that owns NetForce.

Hollywood Media also owns directly additional intellectual property created for it by various best-selling

authors such as Mickey Spillane, Anne McCaffrey and others.

We are beginning a reorientation process of this business from print

to digital distribution.

Our Other Division

is comprised of payroll and benefits for corporate and administrative personnel as well as other corporate-wide expenses, such

as legal fees, 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.

Prior to the assignment of Hollywood

Media’s membership interest in Project Hollywood on August 28, 2012 described above, this

division also included Hollywood Media’s membership interest in Project Hollywood.

Other Business and Financial Information

The following portions

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including without limitation, the following portions of this Annual Report on Form 10-K:

Item 7 –

Management’s Discussion

and Analysis of Financial Condition and Results of Operations;

and Item 8 –

Financial Statements and Supplementary Data (including

the Notes to Consolidated Financial Statements contained therein).

SEC Reports Available

Part II, Item 7 –

Management’s

Discussion and Analysis of Financial Condition and Results of Operations;

and Part II, Item 8 –

Financial Statements and

Supplementary Data (including the Notes to Consolidated Financial Statements contained therein).

SEC Reports Available on Internet

Hollywood Media makes

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contained or incorporated therein, are not intended to be incorporated into this Annual Report on Form 10-K.

Percentage of Total Net Revenues of Continuing Operations

Intellectual Properties

Ad Sales Division

CinemasOnline .

CinemasOnline sells contracted advertising space on lobby display posters in cinemas and movie brochure booklets distributed

in independent cinemas and theatre ticket wallets in the United Kingdom and Ireland.

There is also a limited focus on advertising

sales on plasma screens located in a small number of cinemas and live theatre venues.

MovieTickets.com.

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service fees charged to users for the purchase of tickets, the sale of advertising, and the sale of research data.

MovieTickets.com is

owned by a joint venture in which Hollywood Media owns a 26.2% equity interest.

See “Item 7 –

Management’s Discussion

and Analysis of Financial Condition and Results of Operation - Equity in Earnings of Unconsolidated Investees”

Note 14 of the Notes to Consolidated Financial Statements in Item 8 of this Annual Report on Form 10-K below, for additional information

about our equity interest in MovieTickets.com.

MovieTickets.com entered into an agreement with Viacom Inc.

effective August 2000

whereby Viacom Inc.

acquired a 5% interest (now 4.1% after dilution) in MovieTickets.com for $25.0 million of advertising and promotion

over five years.

MovieTickets.com is promoted through on-screen advertising in most participating exhibitors’

March 2001, America Online Inc.

(“AOL”) purchased a non-interest bearing convertible preferred equity voting interest

in MovieTickets.com for $8.5 million in cash, which was convertible into approximately 3% of the common stock of MovieTickets.com

and which was converted in April 2005.

The AOL interest is currently held by Time Warner Inc.

In connection with the 2001 transaction

with AOL, MovieTickets.com’s ticket inventory was promoted throughout AOL’s interactive properties and ticket inventory,

including Moviefone.

Through an agreement in August 2004 between MovieTickets.com and Moviefone, MovieTickets.com acquired by assignment

and assumed the ticketing agreements that Moviefone had with its movie theater exhibitors.

The Moviefone exhibitor agreements assumed

by MovieTickets.com include agreements with Clearview Cinemas and Landmark Theaters.

Currently, MovieTickets.com

sells tickets for over 250 movie theater chains.

Hollywood Media owns

a 26.2% equity interest in MovieTickets.com.

See Part II, Item 7 of this Annual Report on Form 10-K –

Management’s

Discussion and Analysis of Financial Condition and Results of Operations - Equity in Earnings of Unconsolidated Investees”

below, and Note 13 of the Notes to Consolidated Financial Statements in Part II, Item 8 of this Annual Report on Form 10-K below,

for additional information about our equity interest in MovieTickets.com.

MovieTickets.com entered into an agreement with Viacom

effective August 2000 whereby Viacom Inc.

acquired a 5% interest (now 4.1% after dilution) in MovieTickets.com for $25.0

million of advertising and promotion over five years.

MovieTickets.com is promoted through on-screen advertising in most participating

exhibitors’

In March 2001, America Online Inc.

(“AOL”) purchased a non-interest bearing convertible

preferred equity voting interest in MovieTickets.com for $8.5 million in cash, which was convertible into approximately 3% of

the common stock of MovieTickets.com and which was converted in April 2005.

The AOL interest is currently held by Time Warner

In connection with the 2001 transaction with AOL, MovieTickets.com’s ticket inventory was promoted throughout AOL’s

interactive properties and ticket inventory, including Moviefone.

Through an agreement in August 2004 between MovieTickets.com

and Moviefone, MovieTickets.com acquired by assignment and assumed the ticketing agreements that Moviefone had with its movie

theater exhibitors.

The Moviefone exhibitor agreements assumed by MovieTickets.com includes agreements with Clearview Cinemas

and Landmark Theaters.

Currently, MovieTickets.com sells tickets for over 250 movie theater chains.

Intellectual Properties Business

2 unchanged sentences

Our Intellectual Properties division includes a book development and book licensing business owned and

operated by our wholly-owned subsidiary, Tekno Books, which develops and executes book projects, frequently with best-selling authors.

Tekno Books has worked with more than 60 New York Times best-selling authors, including Isaac Asimov, Tom Clancy, Tony Hillerman,

John Jakes, Jonathan Kellerman, Dean Koontz, Robert Ludlum, Nora Roberts and Scott Turow, and numerous media celebrities, including

Louis Rukeyser and Leonard Nimoy.

Our intellectual properties division has licensed books for publication with more than 80 domestic

book publishers, including Random House (Bertelsmann), Penguin Publishing Group (Pearson), Simon & Schuster (Viacom), HarperCollins

(News Corp.), St.

Martin’s Press (Holtzbrink of Germany), Warner Books (Time Warner), and the publishing division of Barnes

Tekno Books has also produced numerous books under license from such entertainment companies as Universal Studios,

CBS Television, DC Comics (Time Warner), and MGM Studios.

Since 1980, Tekno Books has developed over 2,080 books that have been

Another 3,800 foreign, audio, paperback, electronic, and other editions of these books have been sold to hundreds of

publishers around the world, and published in 33 languages.

Tekno’s books have been finalists for, or winners of, more than

200 awards, including The Edgar Allan Poe Award, The Agatha Christie Award (Mystery), The Hugo Award (Science Fiction), The Nebula

Award (Fantasy), The International Horror Guild Award (Horror) and The Sapphire Award (Romance).

operated by our wholly-owned subsidiary, Tekno Books, which develops and executes book projects, frequently with best-selling

Tekno Books has worked with more than 60 New York Times best-selling authors, including the late Isaac Asimov, Tom Clancy,

Tony Hillerman, John Jakes, Jonathan Kellerman, Dean Koontz, the late Robert Ludlum, Nora Roberts and Scott Turow, and numerous

media celebrities, including Leonard Nimoy.

Our intellectual properties division has licensed books for publication with more

than 80 domestic book publishers, including Random House (Bertelsmann), Penguin Publishing Group (Pearson), Simon & Schuster

(Viacom), HarperCollins (News Corp.), St.

Martin’s Press (Holtzbrink of Germany), Warner Books (Time Warner), and the publishing

division of Barnes & Noble.

Tekno Books has also produced numerous books under license from such entertainment companies as

Universal Studios, CBS Television, DC Comics (Time Warner), and MGM Studios.

Since 1980, Tekno Books has developed over 2,080

books that have been published.

Another 3,800 foreign, audio, paperback, electronic, and other editions of these books have been

sold to hundreds of publishers around the world, and published in 33 languages.

Tekno’s books have been finalists for, or

winners of, more than 200 awards, including The Edgar Allan Poe Award, The Agatha Christie Award (Mystery), The Hugo Award (Science

Fiction), The Nebula Award (Fantasy), The International Horror Guild Award (Horror) and The Sapphire Award (Romance).

Intellectual Properties .

7 unchanged sentences

to license rights to certain of our intellectual properties for use by licensees in developing projects in various media forms.

We generally obtain the exclusive rights to the intellectual properties and the right to use the creator’s name in the titles

of the intellectual properties (e.g., Mickey Spillane’s Mike Danger and Leonard Nimoy’s Primortals ).

We are beginning a reorientation process of this business from print to digital distribution.

Effective as of December

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Following such

transfer, Hollywood Media owned 100% of Tekno Books.

transfer, Hollywood Media owns 100% of Tekno Books.

Mitchell Rubenstein

was appointed Chief Executive Partner of Tekno Books (which was 51% owned by Hollywood Media) on July 21, 2011 due to the death

(the Chairman and CEO of Hollywood Media) was appointed Chief Executive Partner of Tekno Books on July 21, 2011 due to the death

on June 25, 2011 of Dr.

In July 2011, Hollywood Media and Tekno Books each received a $750,000 payment from a

key-man life insurance policy resulting from Dr.

$1.5 million key-man life insurance policy resulting from Dr.

Greenberg’s death.

There was a dispute

with the Estate as to whether the $750,000 distributed to Tekno Books should instead have been paid to Hollywood Media.

Media believed that pursuant to the amended and restated partnership agreement of Tekno Books, the entire $1.5 million in policy

proceeds were due to Hollywood Media.

There was no dispute as to the $750,000 payment on the policy which was made

to Hollywood Media in July 2011.

with the Estate as to whether the $750,000 in life insurance proceeds distributed to Tekno Books should instead have been paid

to Hollywood Media.

Hollywood Media believed that pursuant to the amended and restated partnership agreement of Tekno Books,

the entire $1.5 million in policy proceeds were due to Hollywood Media.

There was no dispute as to the $750,000 payment

on the policy which was made to Hollywood Media in July 2011.

On February 8, 2012,

3 unchanged sentences

Greenberg (Dr.

Greenberg’s widow) waived any right, entitlement or claim they may have to a $1.5 million key-man life

insurance policy payment, Tekno Books and Hollywood Media waived any right, entitlement or claim they may have to a $500,000 life

insurance policy payment received by Rosalind M.

Greenberg, and the Estate transferred all of its partnership and ownership interest

in Tekno Books to Hollywood Media for no additional consideration pursuant to an Assignment of General Partnership Interest.

such transfer, Hollywood Media owned 100% of Tekno Book and recorded the $367,500 reserve in “Other Income”

Consolidated Financial Statements contained in Part II, Item 8, of this Annual Report on Form 10-K.

Greenberg’s widow) waived any right, entitlement or claim they may have to the above-mentioned a $1.5

million key-man life insurance policy payment, Tekno Books and Hollywood Media waived any right, entitlement or claim they may

have to an additional $500,000 life insurance policy payment received by Rosalind M.

Greenberg, and the Estate transferred all

of its partnership and ownership interest in Tekno Books to Hollywood Media for no additional consideration pursuant to an Assignment

of General Partnership Interest.

Following such transfer, Hollywood Media owned 100% of Tekno Books and recorded the $367,500

reserve in “Other Income”

in the Consolidated Financial Statements contained in Part II, Item 8 or this Annual Report

on Form 10-K.

NetCo Partners .

16 unchanged sentences

books have so far been published in mass market paperback format.

NetCo owns all rights in all media to the NetForce property

including film, television, and video games.

NetCo owns all rights in all media to the NetForce

property including film, television, and video games.

The first book in the series was adapted as a four-hour mini-series on ABC.

its interest in NetCo, Hollywood Media receives distributions of its share of proceeds generated from the rights to the NetForce

Through its interest in NetCo Partners, Hollywood Media receives distributions of its share of proceeds generated from the rights

to the NetForce series.

Corporate Information

Hollywood Media is

1 unchanged sentence

Our principal executive office is located at

Glades Road, Suite 221-A, Boca Raton, Florida 33431, and the telephone number at our principal executive office is (561) 998-8000.

Prior to the Broadway

Sale on December 15, 2010, Hollywood Media employed 120 full time employees.

Hollywood Media reduced its workforce on June 15,

2011 upon completion of the Company’s obligations under the Transition Services Agreement with the buyer of the Broadway

Ticketing Business.

At December 31, 2011, Hollywood Media employed approximately 24 full-time employees and no part-time employees

for its continuing operations.

Of our 24 full-time employees, 10 employees are engaged in our Ad Sales division, 2 employees (who

are overseen by Mitchell Rubenstein, the Chief Executive Partner of Tekno Books and CEO of the Company) are engaged in our Intellectual

Properties division and 12 are corporate, technology and administrative employees.

None of the employees are represented by a

labor union, nor have we experienced any work stoppages.

We consider our relations with our employees to be in good standing.

301 East Yamato Road, Suite 2199, Boca Raton, Florida 33431, and the telephone number at our principal executive office is (561)

At December 31, 2012,

Hollywood Media employed approximately 15 full-time employees and no part-time employees for its continuing operations.

15 full-time employees, 2 employees (who are overseen by Mitchell Rubenstein, the Chief Executive Partner of Tekno Books and Chairman

and CEO of Hollywood Media) are engaged in our Intellectual Properties division and 13 are corporate, technology and administrative

None of the employees are represented by a labor union, nor have we experienced any work stoppages.

We consider our

relations with our employees to be in good standing.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business