Attached files
| file | filename |
|---|---|
| EX-32.1 - SECTION 1350 CERTIFICATION - Bright Mountain Media, Inc. | bmtm_ex32z1.htm |
| EX-31.2 - RULE 13A-14(A)/15D-14(A) CERTIFICATION - Bright Mountain Media, Inc. | bmtm_ex31z2.htm |
| EX-31.1 - RULE 13A-14(A)/15D-14(A) CERTIFICATION - Bright Mountain Media, Inc. | bmtm_ex31z1.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q/A
(Amendment No. 2)
(Mark One)
þ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended September 30, 2017 |
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 |
![[bmtm_10q001.jpg]](bmtm_10q001.jpg)
Bright Mountain Media, Inc.
(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) |
561-998-2440 |
(Registrant's telephone number, including area code) |
not applicable |
(Former name, former address and former fiscal year, if changed since last report) |
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 ¨ 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 (§232.405 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 ¨ No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer | o | Accelerated filer | o |
Non-accelerated filer | o | Smaller reporting company | þ |
|
| Emerging growth company | þ |
If an emerging growth company, indicate by checkmark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
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
As of November 20, 2017 the issuer had 46,168,864 shares of its common stock outstanding.
EXPLANATORY NOTE
The purpose of this Amendment No. 2 to the Quarterly Report on Form 10-Q of Bright Mountain Media, Inc. for the period ended September 30, 2017 (the “Form 10-Q/A”), originally filed with the Securities and Exchange Commission on December 22, 2017 (the "Amendment No. 1 to the Form 10-Q"), is solely to include XBRL (Extensible Business Reporting Language) information in Exhibit 101 that was excluded due to a printer error from our filed Amendment No. 1 to the Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2017, as provided for under Rule 405 of the Securities and Exchange Commission’s Regulation S-T. This Amendment No. 2 makes no other changes to the Amendment No. 1 to the Quarterly Report on Form 10-Q as filed with the Securities and Exchange Commission on December 22, 2017. This Form 10-Q/A (Amendment No. 2) also contains currently dated certifications as Exhibits 31.1, 31.2 and 32.1.
ITEM 6.
No. |
| Description |
| Articles of Amendment to the Amended and Restated Articles of Incorporation ** | |
| Amended and Restated Membership Interest Purchase Agreement dated September 19, 2017 by and among Bright Mountain Media, Inc., Daily Engage Media Group LLC and Harry G. Pagoulatos, George G. Rezitis and Angelos Triantafillou (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K as filed on September 25, 2017) | |
| Letter agreement dated September 19, 2017 with Vinay Belani (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K as filed on September 25, 2017) | |
| Escrow Agreement dated September 19, 2017 by and among Bright Mountain Media, Inc., Harry G. Pagoulatos, George G. Rezitis, Angelos Triantafillou, Vinay Belani and Pearlman Law Group LLP, as escrow agent (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K as filed on September 25, 2017) | |
| Employment Agreement by and between Bright Mountain Media, Inc. and Harry G. Pagoulatos (incorporated by reference to Exhibit 10.4 to the Current Report on Form 8-K as filed on September 25, 2017) | |
| Employment Agreement by and between Bright Mountain Media, Inc. and George G. Rezitis (incorporated by reference to Exhibit 10.5 to the Current Report on Form 8-K as filed on September 25, 2017) | |
| Promissory Note in the principal amount of $100,000 dated September 19, 2017 payable to Harry G. Pagoulatos (incorporated by reference to Exhibit 10.6 to the Current Report on Form 8-K as filed on September 25, 2017) | |
| Promissory Note in the principal amount of $100,000 dated September 19, 2017 payable to George G. Rezitis (incorporated by reference to Exhibit 10.7 to the Current Report on Form 8-K as filed on September 25, 2017) | |
| Promissory Note in the principal amount of $100,000 dated September 19, 2017 payable to Angelos Triantafillou (incorporated by reference to Exhibit 10.8 to the Current Report on Form 8-K as filed on September 25, 2017) | |
| Promissory Note in the principal amount of $80,000 dated September 19, 2017 payable to Vinay Belani (incorporated by reference to Exhibit 10.9 to the Current Report on Form 8-K as filed on September 25, 2017) | |
| Amendment to Amended and Restated Membership Interest Purchase Agreement dated November 14, 2017 by and among Bright Mountain Media, Inc., Daily Engage Media Group LLC, Harry G. Pagoulatos, George G. Rezitis and Angelos Triantafillou ** | |
| Amended and Restated Escrow Agreement dated November 14, 2017 by and among Bright Mountain Media, Inc., Harry G. Pagoulatos, George G. Rezitis, Angelos Triantafillou, Vinay Belani and Pearlman Law Group LLP, as escrow agent ** | |
| Rule 13a-14(a)/ 15d-14(a) Certification of Chief Executive Officer * | |
| Rule 13a-14(a)/ 15d-14(a) Certification of principal financial and accounting officer* | |
| Section 1350 Certification of Chief Executive Officer and principal financial and accounting officer* | |
101.INS |
| XBRL Instance Document * |
101.PRE |
| XBRL Taxonomy Extension Presentation Linkbase * |
101.LAB |
| XBRL Taxonomy Extension Label Linkbase * |
101.DEF |
| XBRL Taxonomy Extension Definition Linkbase * |
101.SCH |
| XBRL Taxonomy Extension Schema * |
101.CAL |
| XBRL Taxonomy Extension Calculation Linkbase * |
———————
*
filed herewith
**
previously filed
SIGNATURES
Pursuant to the requirements 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 MEDIA, INC. | |
|
| |
December 26, 2017 | By: | /s/ W. Kip Speyer |
|
| W. Kip Speyer, Chief Executive Officer, principal financial and accounting officer |
|
|
|
|
|
|
|
|
|