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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
AMENDMENT NO. 1
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 2004
[ ] 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. 0-22908
HOLLYWOOD MEDIA CORP.
(Exact name of registrant issuer as specified in its charter)
FLORIDA 65-0385686
- ---------------------------------------- ------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2255 GLADES ROAD, SUITE 221A
BOCA RATON, FLORIDA 33431
- ---------------------------------------- ------------------------
(Address of principal executive offices) (Zip Code)
(561) 998-8000
--------------
(Registrant's telephone number)
Securities registered under Section 12(b) of the Exchange Act: None
Securities registered under Section 12(g) of the Exchange Act:
Common stock, par value $.01 per share
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(Title of Class)
Indicate by check mark whether the registrant issuer (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes [X] No [ ]
Indicate by check mark if disclosure of delinquent filers in response to Item
405 of Regulation S-K is not contained therein, and will not be contained, to
the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [X]
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Act).
Yes [X] No [ ]
The aggregate market value of the registrant's common stock, $.01 par value,
held by non-affiliates as of June 30, 2004, computed by reference to the last
sale price of the common stock on June 30, 2004 as reported by Nasdaq, was
$98,030,079. For purposes of this computation, all executive officers,
directors, and beneficial owners of 10% or more of the registrant's common stock
have been deemed to be affiliates, but such calculation should not be deemed to
be an admission that such directors, officers or beneficial owners are, in fact,
affiliates of the registrant.
As of April 29, 2005, there were 31,645,303 shares of the registrant's common
stock, $.01 par value, outstanding.
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EXPLANATORY NOTE
Hollywood Media Corp. is filing this Amendment No. 1 on Form 10-K/A to
its Annual Report on Form 10-K for the year ended December 31, 2004 (which was
filed with the Securities and Exchange Commission on March 31, 2005) pursuant to
an exemptive order set forth in S.E.C. Release No. 50754 entitled "Order Under
Section 36 of the Securities Exchange Act of 1934 Granting an Exemption from
Specified Provisions of Exchange Act Rules 13a-1 and 15d-1." In reliance on the
exemptive order, Hollywood Media omitted both management's annual report on
internal control over financial reporting (as required by Item 308(a) of
Regulation S-K) and the related report of its Independent Registered Public
Accounting Firm attesting to management's assessment of the effectiveness of
internal control over financial reporting and on the effectiveness of the
Company's internal control over financial reporting (as required by Item 308(b)
of Regulation S-K) from Item 9A of its Annual Report on Form 10-K. In compliance
with the exemptive order, the Company is filing this Amendment No. 1 on Form
10-K/A to:
o amend and restate Item 9A to include "Management's Annual Report on
Internal Control Over Financial Reporting" and the "Report of
Independent Registered Public Accounting Firm on Internal Control Over
Financial Reporting" required in Item 9A; and
o amend Item 15 to report the filing of additional exhibits required in
connection with the amendment and restatement of Item 9A.
Except for the amendments described above, this Amendment does not
modify or update Hollywood Media's previously reported financial statements and
other financial disclosures in the original Annual Report on Form 10-K.
Unaffected items have not been repeated in this Amendment No. 1 on Form 10-K/A.
i
ITEM 9A. CONTROLS AND PROCEDURES.
------------------------
Evaluation of Disclosure Controls and Procedures. An evaluation was
performed under the supervision and with the participation of Hollywood Media's
management, including the Chief Executive Officer and the Vice President of
Finance and Accounting (the principal financial and accounting officer), of the
effectiveness of Hollywood Media's disclosure controls and procedures (as
defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of the end of the
period covered by this Form 10-K. Based on that evaluation and the material
weaknesses described below, Hollywood Media's management, including the Chief
Executive Officer and the Vice President of Finance and Accounting, have
concluded that Hollywood Media's disclosure controls and procedures were not
effective, as of December 31, 2004, to ensure that information required to be
disclosed by us in reports we file or submit under the Exchange Act is recorded,
processed, summarized and reported within the time periods specified in the
rules and forms of the Securities and Exchange Commission.
Management's Report on Internal Control Over Financial Reporting. The
Company is responsible for establishing and maintaining adequate internal
control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f)
under the Securities Exchange Act of 1934. The Company's internal control over
financial reporting is a process designed under the supervision of the Company's
Chief Executive Officer and Vice President of Finance and Accounting that: (i)
pertains to the maintenance of records that, in reasonable detail, accurately
and fairly reflect the transactions and dispositions of the Company's assets;
(ii) provides reasonable assurance that transactions are recorded as necessary
to permit preparation of financial statements for external reporting in
accordance with accounting principles generally accepted in the United States,
and that receipts and expenditures are being made only in accordance with
authorization of the Company's management and directors; and (iii) provides
reasonable assurance regarding prevention or timely detection of unauthorized
acquisition, use or disposition of the Company's assets that could have a
material effect on the financial statements.
Because of its inherent limitations, internal control over financial
reporting may not prevent or detect misstatements. Also, projections of any
evaluation of effectiveness to future periods are subject to the risk that
controls may become inadequate because of changes in conditions, or that the
degree of compliance with the policies or procedure may deteriorate. Management
has assessed the effectiveness of the Company's internal control over financial
reporting as of December 31, 2004. In making its assessment of internal control
over financial reporting, management used the criteria set forth by the
Committee of Sponsoring Organizations of the Treadway Commission ("COSO") in
Internal Control -- Integrated Framework.
As a result of this assessment, the Company's management has determined
that there are six deficiencies that each constitute material weaknesses in the
Company's internal control over financial reporting as of December 31, 2004. A
material weakness in internal control over financial reporting is a control
deficiency (within the meaning of the Public Company Accounting Oversight Board
("PCAOB") Auditing Standard No. 2), or a combination of control deficiencies,
that results in there being more than a remote likelihood that a material
misstatement of the annual or interim financial statements will not be prevented
or detected. The six deficiencies that the Company's management has determined
constitute material weaknesses are discussed below.
Entity Level Controls. The Company has identified ineffective entity
level controls as defined in the COSO framework. These weaknesses include the
following: (i) weaknesses in the control environment which challenge the
effectiveness of senior management's communications regarding the importance of
internal controls; lack of adequate controls over initiation, authorization and
approval of routine transactions; lack of effective segregation of duties;
inadequate implementation of previous management letter recommendations; and
lack of adequate resources in accounting
1
and finance to ensure that recurring errors are appropriately
addressed; (ii) weaknesses in certain risk assessment controls,
including the lack of adequate mechanisms for anticipating and
identifying financial reporting risks; and for reacting to changes in
the operating environment that could have a potential effect on
financial reporting; (iii) weaknesses over control activities,
including the lack of necessary policies and procedures; (iv)
weaknesses over information and communication controls, including the
lack of effective information systems and business processes required
to support operations and reporting requirements; lack of adequate
controls over changes to financial applications; and lack of adequate
communication of employees' duties and control responsibilities; and
(v) weaknesses in monitoring controls, including the lack of adequate
staffing, audit committee and senior management oversight and
procedures to ensure periodic evaluations of internal controls to
provide assurance that controls are functioning effectively and that
identified control deficiencies are timely remedied.
Financial Statement Close Process. The Company has identified
insufficient controls to ensure that accurate financial statements can
be prepared on a timely basis. The inadequate controls include
insufficient levels of supporting documentation, inadequate accounting
systems, lack of resources, inadequate review processes, lack of
technical accounting resources and the inability to generate accurate
information in a timely manner in order to accurately prepare financial
statements and disclosures for quarterly and year-end reporting with
the Securities and Exchange Commission. This material weakness resulted
in several recorded adjustments and modifications to the financial
statements and related footnote disclosures presented for review and
audit, which were included in the Company's September 30, 2004 Form
10-Q and Annual Report filed on Form 10-K for the year ended December
31, 2004, respectively.
Broadway Ticketing Division. The Company has identified insufficient
internal controls over the Broadway Ticketing Division, including
inadequate systems to allow for timely processing of ticketing and gift
certificate sales and inadequate review, summarization, recording and
reporting of ticketing-related financial information. As a result, a
material weakness was identified within this division as the Company
was unable to record ticket sales, related costs, deferred revenues,
deferred costs and gift certificate sales accurately or in a timely
manner. This material weakness resulted in adjustments being recorded
during the fourth quarter of 2004 to inventory, other deferred assets,
accrued expenses, accounts payable, deferred revenue, sales, cost of
revenues-ticketing and selling, general and administrative expenses.
Accounting for Internally Developed Software Costs. The Company has
identified insufficient internal controls over the processing,
recording, review and adjustment of expenditures classified as
capitalized web design and software development costs in the Company's
financial statements. Information required in employee time reports was
not consistently maintained and required project documentation, in
particular project commencement and completion dates, was not timely
prepared and monitored. As a result, the Company could not support
certain amounts and balances recorded during fiscal 2004 as capitalized
web design and software development costs consistent with its internal
guidelines and the provisions of SOP 98-1, Accounting for the Costs of
Computer Software Developed or Obtained for Internal Use. This material
weakness resulted in adjustments recorded during the fourth quarter of
2004 to property and equipment, accumulated depreciation, depreciation
expense and selling, general and administrative expenses.
Accounting for Income Taxes. The Company has identified insufficient
internal controls to correctly compile, summarize and calculate its
gross deferred tax assets and liabilities resulting from temporary
differences and net operating loss carry-forwards. This material
weakness resulted in significant modifications being made to the
Company's income tax disclosures as of December 31, 2004.
Combination of Significant Deficiencies. The Company has identified
certain other insufficient internal controls which, although
individually would not have constituted a material weakness, when
combined, constitute a material weakness. The insufficient controls
include inadequate review, documentation, and defined procedures within
the following processes: (i) purchase and pay for assets; (ii) record
and amortize prepaid and other assets; (iii) record and amortize
2
intangible assets; (iv) estimate allowance for doubtful accounts; (v)
assess long-lived assets for impairment; (vi) accounting for
convertible debentures; (vii) estimate commitments and contingencies;
(viii) accounting for stock options; (ix) calculate and record minority
interest; (x) information technology general controls were not in
operation for a sufficient period of time; (xi) accounting for leases;
(xii) record internet ad sales revenues; and (xiii) accounting for
business combinations. The aggregation of these significant
deficiencies resulted in adjustments recorded during the fourth quarter
of 2004 to prepaid expenses, fixed assets, intangible assets, goodwill,
allowance for doubtful accounts, deferred revenue, additional paid-in
capital, internet ad sales revenues and selling, general and
administrative expenses and modifications to various disclosures in the
Company's financial statements.
Management's assessment of the effectiveness of internal control over
financial reporting did not include internal control over financial reporting
for Studio Systems, Inc. since it was acquired by the Company in a purchase
business combination on July 1, 2004, and management believes it was not
possible for management to conduct an assessment of Studio Systems, Inc.'s
internal control over financial reporting in the period between the consummation
date and the date of management's assessment. Results for Studio Systems, Inc.
are included in the 2004 consolidated financial statements of the Company and
constituted approximately $4.5 million and $4.3 million of total and net assets,
respectively, as of December 31, 2004 and approximately $1.2 million and $0.2
million of revenues and net loss, respectively, for the year then ended.
Based on our evaluation under the framework set forth by COSO in
Internal Control -- Integrated Framework, our management concluded that our
internal control over financial reporting was not effective as of December 31,
2004.
Our management's assessment of the effectiveness of internal control
over financial reporting as of December 31, 2004, has been audited by Ernst &
Young LLP, the Company's independent registered public accounting firm. Their
attestation report appears below.
Changes in Internal Control Over Financial Reporting. Other than as set
forth above, there have been no changes in Hollywood Media's internal control
over financial reporting (as defined in Exchange Act Rules 13a-15(f) and
15d-15(f)) that occurred during the period covered by this Form 10-K that have
materially affected, or are reasonably likely to materially affect, Hollywood
Media's internal control over financial reporting.
Management's Plan to Address Material Weaknesses.
The Company's rapid growth and the integration of a newly acquired
non-public entity during fiscal 2004 resulted in an unexpected strain on the
Company's internal resources. In addition, the Company experienced an increase
in its stock price during the first half of 2004 and, due to the increase in its
market capitalization on June 30, 2004, became an accelerated filer under
Section 404 of the Sarbanes-Oxley Act. This required the Company to assess and
report on the effectiveness of its internal control over financial reporting as
of December 31, 2004, which was earlier than previously expected. These issues
contributed to the material weaknesses described above that were identified by
management during its assessment of the effectiveness of the Company's internal
control over financial reporting.
Management is firmly committed to addressing all of these material
weaknesses as expeditiously as possible. Accordingly, the following are the
major actions that the Company's management has taken and will continue to take
in order to remediate the material weaknesses described above:
o The Company licensed and is in the process of installing a new general
ledger system for the Company and its wholly-owned subsidiaries. This
general ledger system will automate several processes that are
currently being performed manually by the Company's accounting staff,
such as payroll functions, cash reconciliations, fixed asset management
and intercompany accounting. In addition, this system will include a
purchase order function that will introduce additional controls over
the approval of procurement transactions. The new general ledger system
was licensed in 2004, but its implementation was deferred until 2005
because management determined that it would not be possible to perform
all of the testing required to be Sarbanes-Oxley compliant if it were
3
installed in 2004. Management expects the implementation of this system
to be completed by October 1, 2005.
o The Company's management has identified a more robust ticketing
software system to replace its existing system and is currently
negotiating the terms of licensing this system. The Company anticipates
that the implementation of the new ticketing system will be completed
as expeditiously as possible and expects that this will take no longer
than 12 to 18 months.
o The Company is in the process of hiring a controller for the Broadway
Ticketing Division. This controller will be responsible for instituting
compensating manual controls during the implementation period for the
new ticketing software system discussed above.
o The Company is also in the process of hiring additional skilled
accountants to strengthen its existing accounting department in order
to better manage the Company's growth and the increased technical
complexity of its accounting transactions. In the interim, the Company
is utilizing an outside consulting firm with technical accounting
expertise to assist the Company's accounting department with the review
of all future public filings.
o Although the Company's audit committee currently consists of three
highly qualified individuals, including the former President and Chief
Executive Officer of Waldenbooks, Inc., management believes that the
audit committee can be further strengthened by the addition of an audit
committee chairperson and an audit committee financial expert (as
defined in Item 401 of Regulation S-K). The Company expects that before
the end of fiscal 2005 it will add an additional member to its board of
directors to serve as the chairperson and financial expert of the audit
committee, and has already interviewed several qualified candidates
with the requisite financial accounting expertise to serve in such
capacities.
o The Company has implemented numerous remediations to address the
identified material weakness in entity level controls, including (i)
holding biweekly risk assessment meetings with our executive officers,
division heads and representatives of our human resources, information
systems, ad sales, business development and legal departments to
identify and discuss any known business or financial risks that may
affect the Company and develop timely responses to such risks and (ii)
establishing a whistleblower hotline that allows any employee of the
Company to anonymously report to a third party any complaints or
concerns regarding accounting matters, internal accounting controls or
auditing matters, and establishing procedures for the audit committee
and senior management to address such complaints or concerns in a
timely manner.
o In order to properly account for internally developed software, the
Company will launch a new project management software system before the
end of fiscal 2005 that will assure the proper maintenance of employee
time reports and project documentation.
Management believes that the remediations described above, when
completed, will mitigate the material weaknesses identified by management as a
result of its assessment of the effectiveness of its internal control over
financial reporting as of December 31, 2004.
4
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
ON INTERNAL CONTROL OVER FINANCIAL REPORTING
Board of Directors and Shareholders of Hollywood Media Corp.
We have audited management's assessment, included in "Management's Report on
Internal Control Over Financial Reporting" appearing on page 1 of this Amended
Annual Report on Form 10-K/A, that Hollywood Media Corp. did not maintain
effective internal control over financial reporting as of December 31, 2004,
because of the effect of the identified material weaknesses in management's
assessment, based on criteria established in Internal Control--Integrated
Framework issued by the Committee of Sponsoring Organizations of the Treadway
Commission (the COSO criteria). Hollywood Media Corp.'s management is
responsible for maintaining effective internal control over financial reporting
and for its assessment of the effectiveness of internal control over financial
reporting. Our responsibility is to express an opinion on management's
assessment and an opinion on the effectiveness of the company's internal control
over financial reporting based on our audit.
We conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether effective
internal control over financial reporting was maintained in all material
respects. Our audit included obtaining an understanding of internal control over
financial reporting, evaluating management's assessment, testing and evaluating
the design and operating effectiveness of internal control, and performing such
other procedures as we considered necessary in the circumstances. We believe
that our audit provides a reasonable basis for our opinion.
A company's internal control over financial reporting is a process designed to
provide reasonable assurance regarding the reliability of financial reporting
and the preparation of financial statements for external purposes in accordance
with generally accepted accounting principles. A company's internal control over
financial reporting includes those policies and procedures that (1) pertain to
the maintenance of records that, in reasonable detail, accurately and fairly
reflect the transactions and dispositions of the assets of the company; (2)
provide reasonable assurance that transactions are recorded as necessary to
permit preparation of financial statements in accordance with generally accepted
accounting principles, and that receipts and expenditures of the company are
being made only in accordance with authorizations of management and directors of
the company; and (3) provide reasonable assurance regarding prevention or timely
detection of unauthorized acquisition, use, or disposition of the company's
assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting
may not prevent or detect misstatements. Also, projections of any evaluation of
effectiveness to future periods are subject to the risk that controls may become
inadequate because of changes in conditions, or that the degree of compliance
with the policies or procedures may deteriorate.
A material weakness is a control deficiency, or combination of control
deficiencies, that results in more than a remote likelihood that a material
misstatement of the annual or interim financial statements will not be prevented
or detected. The following material weaknesses have been identified and included
in management's assessment:
Entity-Level Controls
- ---------------------
The Company has identified ineffective entity level controls as defined in the
COSO framework. These weaknesses include the following:
(i) weaknesses in the control environment which challenge the
effectiveness of senior management's communications regarding the
importance of internal controls; lack of adequate controls over
initiation, authorization and approval of routine transactions; lack of
effective segregation of duties; inadequate implementation of previous
management letter recommendations; and lack of adequate resources in
accounting and finance to ensure that recurring errors are
appropriately addressed,
5
(ii) weaknesses in certain risk assessment controls, including the lack
of adequate mechanisms for anticipating and identifying financial
reporting risks; and for reacting to changes in the operating
environment that could have a potential effect on financial reporting,
(iii) weaknesses over control activities, including the lack of
necessary policies and procedures,
(iv) weaknesses over information and communication controls, including
the lack of effective information systems and business processes
required to support operations and reporting requirements; lack of
adequate controls over changes to financial applications; and lack of
adequate communication of employees' duties and control
responsibilities, and
(v) weaknesses in monitoring controls, including the lack of adequate
staffing, audit committee and senior management oversight and
procedures to ensure periodic evaluations of internal controls to
provide assurance that controls are functioning effectively and that
identified control deficiencies are timely remedied.
Financial Statement Close Process
- ---------------------------------
The Company has identified insufficient controls to ensure that accurate
financial statements can be prepared on a timely basis. The inadequate controls
include insufficient levels of supporting documentation, inadequate accounting
systems, lack of resources, inadequate review processes, lack of technical
accounting resources and the inability to generate accurate information in a
timely manner in order to accurately prepare financial statements and
disclosures for quarterly and year-end reporting with the Securities and
Exchange Commission. This material weakness resulted in several recorded
adjustments and modifications to the financial statements and related footnote
disclosures presented for review and audit, which were included in the Company's
September 30, 2004 Form 10-Q and Annual Report filed on Form 10-K for the year
ended December 31, 2004, respectively.
Broadway Ticketing Division
- ---------------------------
The Company has identified insufficient internal controls over the Broadway
Ticketing Division, including inadequate systems to allow for timely processing
of ticketing and gift certificate sales and inadequate review, summarization,
recording and reporting of ticketing-related financial information. As a result,
a material weakness was identified within this division as the Company was
unable to record ticket sales, related costs, deferred revenues, deferred costs
and gift certificate sales accurately or in a timely manner. This material
weakness resulted in adjustments being recorded during the fourth quarter of
2004 to inventory, other deferred assets, accrued expenses, accounts payable,
deferred revenue, sales, cost of revenues-ticketing and selling, general and
administrative expenses.
Accounting for Internally Developed Software Costs
- --------------------------------------------------
The Company has identified insufficient internal controls over the processing,
recording, review and adjustment of expenditures classified as capitalized web
design and software development costs in the Company's financial statements.
Information required in employee time reports was not consistently maintained
and required project documentation, in particular project commencement and
completion dates, was not timely prepared and monitored. As a result, the
Company could not support certain amounts and balances recorded during fiscal
2004 as capitalized web design and software development costs consistent with
its internal guidelines and the provisions of SOP 98-1, Accounting for the Costs
of Computer Software Developed or Obtained for Internal Use. This material
weakness resulted in adjustments recorded during the fourth quarter of 2004 to
property and equipment, accumulated depreciation, depreciation expense and
selling, general and administrative expenses.
Accounting for Income Taxes
- ---------------------------
The Company has identified insufficient internal controls to correctly compile,
summarize and calculate its gross deferred tax assets and liabilities resulting
from temporary differences and net operating loss carry-forwards. This material
weakness resulted in significant modifications being made to the Company's
income tax disclosures as of December 31, 2004.
Combination of Significant Deficiencies
- ---------------------------------------
The Company has identified certain other insufficient internal controls which,
although individually would not have constituted a material weakness, when
combined, constitute a material weakness. The insufficient controls include
6
inadequate review, documentation, and defined procedures within the following
processes (1) Purchase and pay for assets, (2) Record and amortize prepaid and
other assets, (3) Record and amortize intangible assets, (4) Estimate allowance
for doubtful accounts, (5) Assess long-lived assets for impairment, (6)
Accounting for convertible debentures, (7) Estimate commitments and
contingencies, (8) Accounting for stock options, (9) Calculate and record
minority interest, (10) Information technology general controls were not in
operation for a sufficient period of time, (11) Accounting for leases, (12)
Record internet ad sales revenues and (13) Accounting for business combinations.
The aggregation of these significant deficiencies resulted in adjustments
recorded during the fourth quarter of 2004 to prepaid expenses, fixed assets,
intangible assets, goodwill, allowance for doubtful accounts, deferred revenue,
additional paid-in capital, internet ad sales revenues and selling, general and
administrative expenses and modifications to various disclosures in the
Company's financial statements.
These material weaknesses were considered in determining the nature, timing, and
extent of audit tests applied in our audit of the 2004 financial statements, and
this report does not affect our report dated March 28, 2005, on those financial
statements.
As indicated in the accompanying "Management's Report on Internal Control Over
Financial Reporting," management's assessment of and conclusion on the
effectiveness of internal control over financial reporting did not include the
internal controls of Studio Systems, Inc., which is included in the 2004
consolidated financial statements of Hollywood Media Corp. and constituted
approximately $4.5 million and $4.3 million of total and net assets,
respectively, as of December 31, 2004 and approximately $1.2 million and $0.2
million of revenues and net loss, respectively, for the year then ended.
Management did not assess the effectiveness of internal control over financial
reporting at this entity because it was acquired by the Company in a purchase
business combination on July 1, 2004, and management believes it was not
possible for management to conduct an assessment of Studio Systems, Inc.'s
internal control over financial reporting in the period between the consummation
date and the date of management's assessment. Our audit of internal control over
financial reporting of Hollywood Media Corp. also did not include an evaluation
of the internal control over financial reporting of Studio Systems, Inc.
In our opinion, management's assessment that Hollywood Media Corp. did not
maintain effective internal control over financial reporting as of December 31,
2004, is fairly stated, in all material respects, based on the COSO control
criteria. Also, in our opinion, because of the effect of the material weaknesses
described above on the achievement of the objectives of the control criteria,
Hollywood Media Corp. has not maintained effective internal control over
financial reporting as of December 31, 2004, based on the COSO control criteria.
/s/Ernst & Young LLP
Certified Public Accountants
Fort Lauderdale, Florida
April 28, 2005
7
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES.
----------------------------------------
(A) THE FOLLOWING DOCUMENTS ARE FILED AS A PART OF THIS ANNUAL REPORT ON FORM
10-K/A:
The Exhibits listed below are filed as part of this Annual Report on Form
10-K/A.
LOCATION OF
EXHIBIT NO. DESCRIPTION EXHIBIT
- ----------- ----------- -----------
23 Consent of 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) *
- ----------
* Filed as an exhibit to this Form 10-K/A
8
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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 2, 2005 By: /s/ Mitchell Rubenstein
-------------------------------------------
Mitchell Rubenstein, Chairman of the Board
and Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
Date: May 2, 2005 /s/ Mitchell Rubenstein
-------------------------------------------
Mitchell Rubenstein, Chairman of the Board
and Chief Executive Officer
(Principal executive officer)
Date: May 2, 2005 /s/ Laurie S. Silvers
-------------------------------------------
Laurie S. Silvers,
Vice Chairman of the Board,
President and Secretary
Date: May 2, 2005 /s/ Scott Gomez
-------------------------------------------
Scott Gomez, Vice President of Finance and
Accounting (Principal financial and
accounting officer)
Date: May 2, 2005 /s/ Harry T. Hoffman
-------------------------------------------
Harry T. Hoffman, Director
Date: May 2, 2005 /s/ Deborah J. Simon
-------------------------------------------
Deborah J. Simon, Director
Date: May 2, 2005 -------------------------------------------
Robert E. McAllan, Director
9