UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549


AMENDMENT NO. 1

TO THE

FORM 10-K


(MARK ONE)


þ

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


FOR THE FISCAL YEAR ENDED DECEMBER 31, 2014


OR


¨

TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


FOR THE TRANSITION PERIOD FROM _______________ TO _______________


COMMISSION FILE NUMBER: 000-54887

 

[bmaq_10k001.jpg]

BRIGHT MOUNTAIN ACQUISITION CORPORATION

(Exact name of registrant as specified in its charter)


Florida

27-2977890

(State or other jurisdiction of incorporation or organization)

(I.R.S. Employer Identification No.)


6400 Congress Avenue, Suite 2050, Boca Raton, Florida 33487

(Address of principal executive offices)(Zip Code)


Registrant's telephone number, including area code:  561-998-2440


Securities registered under Section 12(b) of the Act:


Title of each class

Name of each exchange on which registered

None

Not applicable


Securities registered under Section 12(g) of the Act:


Common stock, par value $0.01 per share

(Title of class)


Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. o Yes  þ No


Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. o Yes  þ No


Indicate by check mark whether the registrant (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. þ Yes  o No


Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.4.05 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). þ Yes  o No


Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the 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. ¨ Yes  þ No


Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company:


Large accelerated filer

o

Accelerated filer

o

Non-accelerated filer

o

Smaller reporting company

þ

 

 




 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act) o Yes  þ No


State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was sold, or the average bid and asked prices of such common equity, as of the last business day of the registrant's most recently completed second fiscal quarter.  $6,779,830 as of June 30, 2014.


Indicate the number of shares outstanding of each of the registrant's classes of common stock, as of the latest practicable date.  33,763,059 shares of common stock are issued and outstanding as of March 26, 2015.


DOCUMENTS INCORPORATED BY REFERENCE

List hereunder the following documents if incorporated by reference and the Part of the Form 10-K (e.g., Part I, Part II, etc.) into which the document is incorporated: (1) Any annual report to security holders; (2) Any proxy or information statement; and (3) Any prospectus filed pursuant to Rule 424(b) or (c) under the Securities Act of 1933.  The listed documents should be clearly described for identification purposes (e.g., annual report to security holders for fiscal year ended December 24, 1980).  None.










EXPLANATORY NOTE


This Amendment No. 1 on Form 10-K/A (“Amendment No. 1”) amends Bright Mountain Acquisition Corporation's Annual Report on Form 10-K for the fiscal year ended December 31, 2014 originally filed with the Securities and Exchange Commission on March 31, 2015 (“Original Filing”). This Amendment No. 1 is being filed for the sole purpose of correcting a ministerial error in historic fourth quarter 2013 unaudited financial information which appeared in the Original Filing and filing Exhibit 3.5 which was inadvertently omitted from the Original Filing.  Except as expressly noted herein, this Amendment No. 1 does not modify or update in any way disclosures made in the Original Filing. Accordingly, this Amendment No. 1 should be read in conjunction with the Original Filing. This Amendment No. 1 does not reflect events that may have occurred subsequent to the Original Filing.  Pursuant to Rule 12b-15 under the Securities Exchange Act of 1934, as amended, this Amendment No. 1 also contains new certifications pursuant to Sections 302 and 906 of the Sarbanes-Oxley Act of 2002.











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PART II


The table appearing on page 15 of the Original Filing under Item 7.  Management's Discussion and Analysis and Results of Operations – Quarterly Results of Operations Data is hereby deleted in its entirety and replaced with the following:


 

 

Three Months Ended

December 31,

 

 

 

2014

 

 

2013

 

Revenues

 

$

427,180

 

 

$

322,118

 

Cost of revenue

 

 

294,592

 

 

 

267,934

 

Gross profit

 

 

132,588

 

 

 

54,184

 

Operating expense

 

 

533,435

 

 

 

359,479

 

Loss from operations

 

 

(400,847

)

 

 

(305,295

)

Net (loss)

 

$

(401,097

)

 

$

(305,208

)

Net loss per share, basic and diluted

 

$

(0.01

 

$

(0.01

Weighted average shares outstanding, fully diluted

 

 

35,214,008

 

 

 

30,224,038

 













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PART IV


ITEM 15.

EXHIBITS, FINANCIAL STATEMENT SCHEDULES.


(b)

Exhibits.


Exhibit No.

     

Description

3.1

 

Amended and Restated Articles of Incorporation (1)

3.2

 

Articles of Amendment to the Amended and Restated Articles of Incorporation (6)

3.3

 

Articles of Amendment to the Amended and Restated Articles of Incorporation (5)

3.4

 

Articles of Amendment to the Amended and Restated Articles of Incorporation (7)

3.5

 

Articles of Amendment to the Amended and Restated Articles of Incorporation *

3.6

 

Amended and Restated Bylaws (1)

3.7

 

Articles of Amendment to the Amended and Restated Articles of Incorporation (14)

10.1

 

2011 Stock Option Plan (1)

10.2

 

Lease for principal executive offices (1)

10.3

 

Note payable to Andrew J. Handwerker dated August 1, 2012 (1)

10.4

 

Note payable to Andrew Handwerker dated August 1, 2012 (1)

10.5

 

Note payable to W. Kip Speyer dated August 1, 2012 (1)

10.6

 

Note payable to W. Kip Speyer dated November 1, 2012 (1)

10.7

 

Agreement with Google AdSense (1)

10.8

 

Agreement with News Distribution Network, Inc. (1)

10.9

 

Agreement with Atlantic Publishing (1)

10.10

 

Agreement with WYNIT Distribution, LLC (1)

10.11

 

Service Reseller Agreement with Active Hire, Inc. (1)

10.12

 

Agreement with Coupons.com (1)

10.13

 

Consulting Agreement dated March 1, 2013 by and between Bright Mountain Holdings, Inc. and First Market LLC (2)

10.14

 

Common Stock Repurchase Agreement dated August 7, 2013 by and between Bright Mountain Holdings, Inc. and First Market, LLC (4)

10.15

 

Common Stock Repurchase Agreement dated August 12, 2013 by and between Bright Mountain Holdings, Inc. and First Market, LLC (4)

10.16

 

Website Purchase Agreement dated October 25, 2013 by and between Bright Mountain Holdings, Inc. and Chris David (4)

10.17

 

Lease Amendment to Lease Agreement dated January 3, 2011 for leased office premises (4)

10.18

 

2013 Stock Option Plan (4)

10.19

 

Website Purchase Agreement dated January 2, 2014 by and between Bright Mountain Holdings, Inc., and Dale B. “Chip” DeBlock, Leoaffairs.com, Fireaffairs.com, and Teacheraffairs.com (8)

10.20

 

Website Purchase Agreement dated March 3, 2014 by and between Bright Mountain Holdings, Inc., and Chase Holfelder (8)

10.21

 

Executive Employment Agreement dated June 1, 2014 by and between Bright Mountain Holdings, Inc., and W. Kip Speyer (9)

10.22

 

Website Purchase Agreement dated July 1, 2014 by and between Bright Mountain Holdings, Inc., and Thomas Dale Wakefield, Eagle Empire LLC (10)

10.23

 

Website and Product Business Asset Purchase Agreement dated September 15, 2014 by and between Bright Mountain LLC, and Jason Crawford (11)

10.24

 

Consulting Agreement dated September 15, 2014 by and between Bright Mountain LLC, and Jason Crawford (11)

10.25

 

Lease Agreement dated August 15, 2015 by and between Bright Mountain LLC, and BRP Properties, a Florida general partnership (11)

 

 

 

10.26

 

Lease Agreement dated August 25, 2014 by and between Bright Mountain LLC, and OIII Realty Limited Partnership (11)

10.27

 

Investor Relations Consulting Agreement dated September 15, 2014 by and between Bright Mountain Acquisition Corporation, and Hayden IR, LLC (11)

10.28

 

Website Asset Purchase Agreement dated January 2, 2015 by and between USMC Life, LLC and Bright Mountain, LLC (12)

10.29

 

Website Management Agreement dated January 2, 2015 by and between Kristine Ann Schellhaas and Bright Mountain, LLC (12)




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10.30

 

Website Asset Purchase Agreement by and between Bright Mountain, LLC and Anthony Carr (13)

14.1

 

Code Conduct and Ethics (5)

31.1

 

Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer *

31.2

 

Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer *

32.1

 

Section 1350 Certification of Chief Executive Officer and Chief Financial Officer*

101.INS

 

XBRL INSTANCE DOCUMENT **

101.SCH

 

XBRL TAXONOMY EXTENSION SCHEMA **

101.CAL

 

XBRL TAXONOMY EXTENSION CALCULATION LINKBASE **

101.DEF

 

XBRL TAXONOMY EXTENSION DEFINITION LINKBASE **

101.LAB

 

XBRL TAXONOMY EXTENSION LABEL LINKBASE **

101.PRE

 

XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE **

———————

*

 

Filed herewith.

**

 

Previously filed.

 

 

 

(1)

 

Incorporated by reference to the registration statement on Form 10, SEC File No. 000-54887.

(2)

 

Incorporated by reference to the Quarterly Report on Form 10-Q for the period ended March 31, 2013.

(3)

 

Incorporated by reference to the Current Report on Form 8-K filed on July 9, 2013.

(4)

 

Incorporated by reference to the Quarterly Report on Form 10-Q for the period ended September 30, 2013.

(5)

 

Incorporated by reference to the Annual Report on Form 10-K for the year ended December 31, 2013.

(6)

 

Incorporated by reference to the Current Report on Form 8-K filed on July 9, 2013.

(7)

 

Incorporated by reference to the Current Report on Form 8-K filed on July 28, 2014.

(8)

 

Incorporated by reference to the Quarterly Report on Form 10-Q for the period ended March 31, 2014.

(9)

 

Incorporated by reference to the Current Report on Form 8-K filed on June 3, 2014.

(10)

 

Incorporated by reference to the Quarterly Report on Form 10-Q for the period ended June 30, 2014.

(11)

 

Incorporated by reference to the Quarterly Report on Form 10-Q for the period ended September 30, 2014.

(12)

 

Incorporated by reference to the Current Report on Form 8-K filed on January 8, 2015.

(13)

 

Incorporated by reference to the Current Report on Form 8-K filed February 20, 2015.

(14)

 

Incorporated by reference to the Current Report on Form 8-K filed March 23, 2015.




4



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.


 

Bright Mountain Acquisition Corporation

 

 

 

Date:  April 1, 2015

By:

/s/ Annette Casacci

 

 

Annette Casacci, Chief Financial Officer















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