HOLLYWOOD MEDIA CORP. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEET

Pro forma *

June 30, 2002

(Unaudited)

ASSETS

CURRENT ASSETS:

Cash and cash equivalents

$ 5,163,451

Receivables, net

1,616,324

Inventories, net

6,643,550

Prepaid expenses

1,448,495

Other receivables

656,770

Other current assets

184,993

Deferred advertising – CBS

950,119

Total current assets

16,663,702

PROPERTY AND EQUIPMENT, net

4,470,986

INVESTMENTS IN AND ADVANCES TO EQUITY METHOD INVESTEES

938,685

NONCURRENT DEFERRED ADVERTISING – CBS

–

IDENTIFIABLE INTANGIBLE ASSETS, net

3,077,405

GOODWILL, net

40,775,736

OTHER ASSETS

1,263,303

TOTAL ASSETS

$ 67,189,817

LIABILITIES AND SHAREHOLDERS’ EQUITY

CURRENT LIABILITIES:

Accounts payable

$ 1,885,309

Accrued expenses and other

2,491,591

Notes payable

250,000

Loan from shareholder/officer

–

Accrued exit and retail closure costs

130,257

Deferred revenue

8,313,481

Current portion of capital lease obligations

414,180

Total current liabilities

13,484,818

CAPITAL LEASE OBLIGATIONS, less current portion

292,899

DEFERRED REVENUE

604,433

MINORITY INTEREST

28,278

OTHER DEFERRED LIABILITY

3,145,211

CONVERTIBLE DEBENTURES, NET

2,900,691

COMMITMENTS AND CONTINGENCIES

SHAREHOLDERS’ EQUITY:

–

Preferred Stock, $.01 par value, 539,127 shares authorized; none outstanding

Common stock, $.01 par value, 100,000,000 shares authorized; 19,970,364

and 27,971,409 shares issued and outstanding at June 30,2002 and

December 31, 2001, respectively

199,704

Deferred compensation

(1,034,074)

Additional paid-in capital

276,624,062

Accumulated deficit

(229,056,205)

Total shareholders’ equity

46,733,487

TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY

$ 67,189,817