NovelStem International (NSTM) 8-K Entry into a Material Definitive Agreement

Exhibit 99.2

Hollywood Media Corp.
Pro Forma Financial Information
(Unaudited)

Introduction

On August 21, 2008, Hollywood Media Corp. (“Hollywood Media”) entered into a purchase agreement (the “Purchase Agreement”) with R&S Investments, LLC (“Purchaser”) for the sale of Hollywood Media’s subsidiaries Hollywood.com, Inc. (“Hollywood.com”) and Totally Hollywood TV, LLC (collectively, the “Hollywood.com Business”). Pursuant to the Purchase Agreement, Hollywood Media sold the Hollywood.com Business to Purchaser for a purchase price of $10,000,000, which includes $1 million, which was paid to Hollywood Media at closing, and earn-out payments expected to total $9 million. The following Unaudited Pro Forma Condensed Consolidated Financial Statements have been prepared to illustrate the effect of the sale of the Hollywood.com Business, as a discontinued operation, on the historical financial position and results of operations of the Company.

The Unaudited Pro Forma Condensed Consolidated Statements of Operations for the six months ended June 30, 2007 and 2008, and for the years ended December 31, 2005, 2006 and 2007, reflect the sale of the Hollywood.com Business that occurred on August 21, 2008, as if the sale had occurred as of January 1 of each such year. The Unaudited Pro Forma Condensed Consolidated Balance Sheet as of June 30, 2008 reflects the sale of the Hollywood.com Business as if the sale occurred on June 30, 2008.

The Unaudited Pro Forma Condensed Consolidated Financial Statements are based upon available information and assumptions that the Company believes are reasonable under the circumstances. The Unaudited Pro Forma Condensed Consolidated Financial Statements have been provided for information purposes and are not necessarily indicative of the financial condition or results of operations that would have been achieved had the sale of the Hollywood.com Business occurred on the date indicated. Assumptions underlying the pro forma adjustments are described in the accompanying notes, which should be read in conjunction with the Unaudited Pro Forma Condensed Consolidated Financial Statements. The Unaudited Pro Forma Condensed Consolidated Financial Statements, including the notes thereto, should be read in conjunction with the historical financial statements of the Company included in its Quarterly Report on Form 10-Q for the period ended June 30, 2008, and its Annual Report on Form 10-K for the year ended December 31, 2007.

HOLLYWOOD MEDIA CORP. AND SUBSIDIARIES
PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
For the Six Months ended June 30, 2008
(Unaudited)

	Historical			Sale of			Pro Forma
	Hollywood Media Corp.(8)			Hollywood.com(7)			Hollywood Media Corp.
NET REVENUES
Ticketing	$	59,062,595		$	—		$	59,062,595
Other		6,347,644			(2,893,255	)		3,454,389
		65,410,239			(2,893,255	)		62,516,984
OPERATING COSTS AND EXPENSES:
Cost of revenues — ticketing		49,782,868			—			49,782,868
Editorial, production, development and technology (exclusive of depreciation and amortization shown separately below)		3,180,216			(1,278,853	)		1,901,363
Selling, general and administrative (exclusive of depreciation and amortization shown separately below)		8,561,579			(1,606,978	)		6,954,601
Payroll and benefits		8,030,321			(1,256,368	)		6,773,953
Depreciation and amortization		1,255,694			(270,428	)		985,266
Total operating costs and expenses		70,810,678			(4,412,627	)		66,398,051
Loss from operations		(5,400,439	)		(1,519,372	)		(3,881,067	)
EQUITY IN EARNINGS OF UNCONSOLIDATED INVESTEES		1,317,513			—			1,317,513
OTHER INCOME (EXPENSE)
Interest, net		300,333			—			300,333
Other, net		(34,985	)		1,403			(33,582	)
Loss before minority interest		(3,817,578	)		(1,520,775	)		(2,296,803	)
MINORITY INTEREST IN INCOME OF SUBSIDIARIES		(65,822	)		—			(65,822	)
Net loss	$	(3,883,400	)	$	(1,520,775	)	$	(2,362,625	)
Basic and diluted loss per common share
Continuing operations	$	(0.12	)				$	(0.07	)
Total basic and diluted net loss per share	$	(0.12	)				$	(0.07	)
Weighted average common and common equivalent shares outstanding — basic and diluted		31,909,540						31,909,540

See accompanying notes to unaudited pro forma condensed consolidated financial statements.

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HOLLYWOOD MEDIA CORP. AND SUBSIDIARIES
PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
For the Six Months ended June 30, 2007
(Unaudited)

	Historical			Sale of			Pro Forma
	Hollywood Media Corp.(8)			Hollywood.com(7)			Hollywood Media Corp.
NET REVENUES
Ticketing	$	58,851,282		$	—		$	58,851,282
Other		5,786,994			(2,826,213	)		2,960,781
		64,638,276			(2,826,213	)		61,812,063
OPERATING COSTS AND EXPENSES:
Cost of revenues — ticketing		50,513,554			—			50,513,554
Editorial, production, development and technology (exclusive of depreciation and amortization shown separately below)		2,669,638			(1,000,844	)		1,668,794
Selling, general and administrative (exclusive of depreciation and amortization shown separately below)		7,794,311			(856,804	)		6,937,507
Payroll and benefits		8,074,525			(1,361,347	)		6,713,178
Depreciation and amortization		857,446			(201,665	)		655,781
Total operating costs and expenses		69,909,474			(3,420,660	)		66,488,814
Loss from operations		(5,271,198	)		(594,447	)		(4,676,751	)
EQUITY IN EARNINGS OF UNCONSOLIDATED INVESTEES		875			—			875
OTHER INCOME (EXPENSE)
Interest, net		(319,621	)		—			(319,621	)
Other, net		39,262			1,695			40,957
Loss before minority interest and discontinued operations		(5,550,682	)		(596,142	)		(4,954,540	)
MINORITY INTEREST IN INCOME OF SUBSIDIARIES		(382	)		—			(382	)
Loss from continuing operations		(5,551,064	)		(596,142	)		(4,954,922	)
Income from discontinued operations		1,048,938			—			1,048,938
Net loss	$	(4,502,126	)	$	(596,142	)	$	(3,905,984	)
Basic and diluted income (loss) per common share
Continuing operations	$	(0.16	)				$	(0.15	)
Discontinued operations		0.03						0.03
Total basic and diluted net income (loss) per share	$	(0.13	)				$	(0.12	)
Weighted average common and common equivalent shares outstanding — basic and diluted		33,351,780						33,351,780

See accompanying notes to unaudited pro forma condensed consolidated financial statements.

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HOLLYWOOD MEDIA CORP. AND SUBSIDIARIES
PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
For the Year ended December 31, 2007
(Unaudited)

	Historical			Sale of			Pro Forma
	Hollywood Media Corp.(6)			Hollywood.com(7)			Hollywood Media Corp.
NET REVENUES
Ticketing	$	111,792,068		$	—		$	111,792,068
Other		12,089,155			(5,719,999	)		6,369,156
		123,881,223			(5,719,999	)		118,161,224
OPERATING COSTS AND EXPENSES:
Cost of revenues — ticketing		94,017,924			—			94,017,924
Editorial, production, development and technology (exclusive of depreciation and amortization shown separately below)		5,635,742			(2,045,550	)		3,590,192
Selling, general and administrative (exclusive of depreciation and amortization shown separately below)		16,321,373			(2,051,399	)		14,269,974
Payroll and benefits		16,072,400			(2,703,583	)		13,368,817
Depreciation and amortization		1,847,171			(468,679	)		1,378,492
Total operating costs and expenses		133,894,610			(7,269,211	)		126,625,399
Loss from operations		(10,013,387	)		(1,549,212	)		(8,464,175	)
EQUITY IN EARNINGS OF UNCONSOLIDATED INVESTEES		4,747			—			4,747
OTHER INCOME (EXPENSE)
Interest, net		199,437			—			199,437
Other, net		(59,572	)		8,637			(50,935	)
Loss before minority interest and discontinued operations		(9,868,775	)		(1,557,849	)		(8,310,926	)
MINORITY INTEREST IN INCOME OF SUBSIDIARIES		3,241			—			3,241
Loss from continuing operations		(9,865,534	)		(1,557,849	)		(8,307,685	)
Gain on sale of discontinued operations, net of income taxes		10,254,287			—			10,254,287
Income from discontinued operations		1,345,856			—			1,345,856
Income from discontinued operations		11,600,143			—			11,600,143
Net income (loss)	$	1,734,609		$	(1,557,849	)	$	3,292,458
Basic and diluted income (loss) per common share
Continuing operations	$	(0.30	)				$	(0.25	)
Discontinued operations		0.35						0.35
Total basic and diluted net income (loss) per share	$	0.05					$	0.10
Weighted average common and common equivalent shares outstanding — basic and diluted		33,303,886						33,303,886

See accompanying notes to unaudited pro forma condensed consolidated financial statements.

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HOLLYWOOD MEDIA CORP. AND SUBSIDIARIES
PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
For the Year ended December 31, 2006
(Unaudited)

	Historical			Sale of			Pro Forma
	Hollywood Media Corp.(6)			Hollywood.com(7)			Hollywood Media Corp.
NET REVENUES
Ticketing	$	98,661,705		$	—		$	98,661,705
Other		10,755,277			(4,892,562	)		5,862,715
		109,416,982			(4,892,562	)		104,524,420
OPERATING COSTS AND EXPENSES:
Cost of revenues — ticketing		82,496,590			—			82,496,590
Editorial, production, development and technology (exclusive of depreciation and amortization shown separately below)		4,763,860			(1,598,477	)		3,165,383
Selling, general and administrative (exclusive of depreciation and amortization shown separately below)		14,884,268			(1,529,473	)		13,354,795
Payroll and benefits		14,117,379			(2,016,563	)		12,100,816
Depreciation and amortization		1,702,427			(408,630	)		1,293,797
Total operating costs and expenses		117,964,524			(5,553,143	)		112,411,381
Loss from operations		(8,547,542	)		(660,581	)		(7,886,961	)
EQUITY IN EARNINGS OF UNCONSOLIDATED INVESTEES		12,227			—			12,227
OTHER INCOME (EXPENSE)
Interest, net		(1,787,735	)		—			(1,787,735	)
Change in derivative liability		640,536			—			640,536
Other, net		3,910			(5,520	)		(1,610	)
Loss before minority interest and discontinued operations		(9,678,604	)		(666,101	)		(9,023,543	)
MINORITY INTEREST IN INCOME OF SUBSIDIARIES		4,910			—			4,910
Loss from continuing operations		(9,673,694	)		(666,101	)		(9,018,633	)
Gain on sale of discontinued operations, net of income taxes		16,328,241			—			16,328,241
Income from discontinued operations		2,867,966			—			2,867,966
Income from discontinued operations		19,196,207			—			19,196,207
Net income (loss)	$	9,522,513		$	(666,101	)	$	10,177,574
Basic and diluted income (loss) per common share
Continuing operations	$	(0.30	)				$	(0.28	)
Discontinued operations		0.59						0.58
Total basic and diluted net income (loss) per share	$	0.29					$	0.30
Weighted average common and common equivalent shares outstanding — basic and diluted		32,761,848						32,761,848

See accompanying notes to unaudited pro forma condensed consolidated financial statements.

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HOLLYWOOD MEDIA CORP. AND SUBSIDIARIES
PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
For the Year ended December 31, 2005
(Unaudited)

	Historical			Sale of			Pro Forma
	Hollywood Media Corp.(6)			Hollywood.com(7)			Hollywood Media Corp.
NET REVENUES
Ticketing	$	79,189,987		$	—		$	79,189,987
Other		5,805,821			(3,780,045	)		2,025,776
		84,995,808			(3,780,045	)		81,215,763
OPERATING COSTS AND EXPENSES:
Cost of revenues — ticketing		68,179,732			—			68,179,732
Editorial, production, development and technology (exclusive of depreciation and amortization shown separately below)		2,326,893			(1,304,043	)		1,022,850
Selling, general and administrative (exclusive of depreciation and amortization shown separately below)		10,818,088			(1,346,004	)		9,472,084
Payroll and benefits		13,586,986			(2,160,987	)		11,425,999
Depreciation and amortization		1,269,146			(377,606	)		891,540
Total operating costs and expenses		96,180,845			(5,188,640	)		90,992,205
Loss from operations		(11,185,037	)		(1,408,595	)		(9,776,442	)
EQUITY IN EARNINGS OF UNCONSOLIDATED INVESTEES		533,228			—			533,228
OTHER INCOME (EXPENSE)
Interest, net		(545,597	)		(2,662	)		(548,259	)
Change in derivative liability		87,037			—			87,037
Other, net		44,862			4,059			48,921
Loss before minority interest and discontinued operations		(11,065,507	)		(1,407,198	)		(9,655,515	)
MINORITY INTEREST IN INCOME OF SUBSIDIARIES		(168,107	)		—			(168,107	)
Loss from continuing operations		(11,233,614	)		(1,407,198	)		(9,823,622	)
Gain on sale of discontinued operations, net of income taxes		—			—			—
Income from discontinued operations		2,320,432			—			2,320,432
Income from discontinued operations		2,320,432			—			2,320,432
Net loss	$	(8,913,182	)	$	(1,407,198	)	$	(7,503,190	)
Basic and diluted income (loss) per common share
Continuing operations	$	(0.36	)				$	(0.31	)
Discontinued operations		0.08						0.07
Total basic and diluted net income (loss) per share	$	(0.28	)				$	(0.24	)
Weighted average common and common equivalent shares outstanding — basic and diluted		31,470,307						31,470,307

See accompanying notes to unaudited pro forma condensed consolidated financial statements.

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HOLLYWOOD MEDIA CORP. AND SUBSIDIARIES
PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEETS
As of June 30, 2008
(Unaudited)

	Historical			Sale of				Pro Forma
	Hollywood Media Corp.(6)			Hollywood.com				Hollywood Media Corp.
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	20,946,053		$	(2,000,000	)	(1), (4)	$	18,946,053
Receivables, net		3,051,683			(1,375,933	)	(2)		1,675,750
Inventories held for sale		4,704,413			—				4,704,413
Deferred ticket costs		12,832,064			—				12,832,064
Prepaid expenses		1,972,518			(124,106	)	(2)		1,848,412
Other receivables		1,903,537			(7,904	)	(2)		1,895,633
Dividend receivable		1,311,100			—				1,311,100
Other current assets		143,294			—				143,294
Restricted cash		—			2,600,000		(4)		2,600,000
Total current assets		46,864,662			(907,943	)			45,956,719
PROPERTY AND EQUIPMENT, net		5,238,071			(712,795	)	(2)		4,525,276
INVESTMENTS IN AND ADVANCES TO UNCONSOLIDATED INVESTEES		290,243			—				290,243
INTANGIBLE ASSETS, net		1,620,594			(385,220	)	(2)		1,235,374
GOODWILL		29,822,422			(893,697	)	(2)		28,928,725
OTHER ASSETS		54,711			(8,801	)	(2)		45,910
TOTAL ASSETS	$	83,890,703		$	(2,908,456	)		$	80,982,247
LIABILITIES AND SHAREHOLDERS’ EQUITY
CURRENT LIABILITIES:
Accounts payable	$	4,004,313		$	(2,326,749	)	(2)	$	1,677,564
Accrued expenses and other		3,767,873			(179,805	)	(2),(3)		3,588,068
Escrow liability		—			2,600,000		(4)		2,600,000
Deferred revenue		20,184,994			(473,272	)	(2)		19,711,722
Customer deposits		1,432,357			—				1,432,357
Current portion of capital lease obligations		161,316			(5,708	)	(2)		155,608
Current portion of notes payable		59,463			—				59,463
Total current liabilities		29,610,316			(385,534	)			29,224,782
DEFERRED REVENUE		586,915			—				586,915
CAPITAL LEASE OBLIGATIONS, less current portion		223,652			(22,355	)	(2)		201,297
OTHER DEFERRED LIABILITY		873,711			(8,265	)	(2)		865,446
NOTES PAYABLE, less current portion		79,699			—				79,699
COMMITMENTS AND CONTINGENCIES
SHAREHOLDERS’ EQUITY:
Preferred Stock, $.01 par value, 1,000,000 shares authorized; none outstanding		—			—				—
Common stock, $.01 par value, 100,000,000 shares authorized; 32,095,552 and 31,897,983 shares issued and outstanding at June 30, 2008 and December 31, 2007, respectively		320,956			—				320,956
Additional paid-in capital		310,917,962			—				310,917,962
Accumulated deficit		(258,722,508	)		(2,492,302	)	(5)		(261,214,810	)
Total shareholders’ equity		52,516,410			(2,492,302	)			50,024,108
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$	83,890,703		$	(2,908,456	)		$	80,982,247

See accompanying notes to unaudited pro forma condensed consolidated financial statements.

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HOLLYWOOD MEDIA CORP. AND SUBSIDIARIES
Notes to the Pro Forma Condensed Consolidated Financial Statements
(Unaudited)

(1)	To record the cash proceeds of $1,000,000 less monies escrowed of $2,600,000 and $400,000 for working capital adjustment.
(2)	Represents adjustments to eliminate assets and liabilities of the Hollywood.com and Hollywood TV businesses.
(3)	The amount includes an accrual for estimated transaction expenses, costs and fees associated with sale of $257,332.
(4)	To record $2,600,000 liability for monies held in escrow.
(5)	To record the loss on sale of the assets of the Hollywood.com and Hollywood TV business based on cash consideration:

Proceeds received	$	1,000,000
Working capital deficit		(400,000	)
Net assets sold		(234,970	)
Accrued transaction expense		(257,332	)
Escrow liability		(2,600,000	)
Net loss	$	(2,492,302	)

(6)	Represents the Consolidated Balance Sheet included in the Company’s Quarterly Report on Form 10-Q for the period ended June 30, 2008 and the Consolidated Statements of Operations included in the Company’s Annual Report on Form 10-K for the years ended December 31, 2007, 2006 and 2005, as applicable.
(7)	Represents adjustments to eliminate the results of operations of Hollywood.com and Hollywood TV that the Company believes are directly attributable to the sale and are factually supportable and will not continue after sale.
(8)	Represents the Consolidated Statements of Operations included in the Company’s Quarterly Report on Form 10-Q for the period ended June 30, 2008 and 2007, as applicable.

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