Exhibit 99.3

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

The following unaudited pro forma condensed combined financial information and related notes present the historical condensed combined financial information of Bright Mountain Media, Inc. (herein referred to as the “Company”, “we”, “our”, “us” and similar terms unless the context indicates otherwise) and S&W Media Group, (“S&W”), after giving effect to the acquisition of S&W that was completed on August 15, 2019, (the “Acquisition”), pursuant to which, the Company entered into a share exchange and plan of merger. The Acquisition was accounted for as a business combination in accordance with the guidance contained in the Financial Accounting Standards Board’s Accounting Standards Codification Topic 805, Business Combinations (“ASC 805”). The unaudited pro forma condensed combined financial information gives effect to the acquisition of S&W based on the assumptions and adjustments described in the accompanying notes to the unaudited pro forma condensed combined financial information.

The unaudited pro forma condensed combined balance sheet as of June 30, 2019 is presented as if the Acquisition had occurred on June 30, 2019. The unaudited condensed combined statements of operations for the six months ended June 30, 2019 and for the year ended December 31, 2018 are presented as if the Acquisition had occurred on January 1, 2018.

The unaudited pro forma condensed combined financial information was prepared in accordance with Article 11 of the U.S. Securities and Exchange Commission’s Regulation S-X. The unaudited pro forma adjustments reflecting the transaction have been prepared in accordance with the guidance for business combinations presented in ASC 805, and reflect the allocation of our preliminary purchase price to the assets acquired and liabilities assumed in the Acquisition based on their estimated fair values. The historical financial information has been adjusted in the unaudited pro forma condensed combined financial information to give effect to pro forma events that are: (i) directly attributable to the Acquisition; (ii) factually supportable; and (iii) with respect to the condensed combined statements of operations, expected to have a continuing impact on our combined results of operations.

The unaudited pro forma condensed combined financial information is presented for informational purposes only and is not necessarily indicative of the operating results or financial position that would have occurred if the Acquisition had been affected on the dates previously set forth, nor is it indicative of the future operating results or financial position in combination. Our preliminary purchase price allocation was made using our best estimates of fair value, which are dependent upon certain valuation and other analyses that are not yet final. As a result, the unaudited pro forma purchase price adjustments related to the Acquisition are preliminary and subject to further adjustments as additional information becomes available and as additional analyses are performed during the applicable measurement period under ASC 805 (up to one year from the Acquisition date). There can be no assurances that any final valuations will not result in material adjustments to our preliminary estimated purchase price allocation. Further, the unaudited pro forma condensed combined financial information does not give effect to the potential impact of anticipated synergies, operating efficiencies, cost savings or transaction and integration costs that may result from the Acquisition.

The unaudited pro forma condensed combined financial information should be read in conjunction with our historical consolidated financial statements and their accompanying notes presented in our Annual Report on Form 10-K for the year ended December 31, 2018 and our Quarterly Report on Form 10-Q for the six months ended June 30, 2019, as well as the historical financial statements of S&W for the year ended December 31, 2018 and unaudited financial statements for the six month period ended June 30, 2019.

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UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET

AS OF JUNE 30, 2019

	Historical Information
	Bright		S&W
	Mountain		Media				Pro Forma			Proforma
	Media, Inc.		Group		Combined		Adjustments			Combined		Notes
Assets
Current assets
Cash	$	198,252	$	899,000	$	1,097,252	$	—		$	1,097,252
Accounts receivable		661,170		2,683,000		3,344,170		(26,808	)		3,317,362	a
Prepaid expenses and other current assets		475,279		293,000		768,279		—			768,279
Note receivable		1,157,992				1,157,992		—			1,157,992
Current assets – discontinued operations		900		—		900		—			900
Total current assets		2,493,593		3,875,000		6,368,593		(26,808	)		6,341,785
Property and equipment, net		17,382		75,000		92,382		—			92,382
Website acquisition assets, net		81,657		—		81,657		—			81,657
Intangible assets, net		194,342		—		194,342		4,228,100			4,422,442	b
Goodwill		988,926		—		988,926		15,042,640			16,031,566	b
Prepaid services/consulting agreements – long term		1,007,500		59,000		1,066,500		—			1,066,500
Right of use asset		205,255		266,000		471,255		—			471,255
Other assets		4,703		—		4,703		—			4,703
Total assets	$	4,993,358	$	4,275,000	$	9,268,358	$	19,243,932		$	28,512,290
Liabilities and Shareholders’ Equity
Current liabilities
Accounts payable	$	841,316	$	3,647,000	$	4,488,316	$	(26,808	)	$	4,461,508	a
Accrued expenses		320,614		238,000		558,614		—			558,614
Accrued interest - related party		2,115		—		2,115		—			2,115
Premium finance loan payable		44,545		—		44,545		—			44,545
Deferred revenues		2,903		—		2,903		—			2,903
Note payable - current portion		165,162		—		165,162		—			165,162
Operating lease liability, current portion		86,341		108,000		194,341		—			194,341
Current liabilities – discontinued operations		5,330		—		5,330		—			5,330
Total current liabilities		1,468,326		3,993,000		5,461,326		(26,808	)		5,434,518
Long term debt to related parties, net		18,631		—		18,631		—			18,631
Operating lease liability, net of current portion		118,914		159,000		277,914		—			277,914
Total liabilities		1,605,871		4,152,000		5,757,871		(26,808	)		5,731,063
Commitments and contingencies

(continued)

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UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET (CONTINUED)

AS OF JUNE 30, 2019

	Historical Information
	Bright			S&W
	Mountain			Media					Pro Forma			Proforma
	Media, Inc.			Group		Combined			Adjustments			Combined			Notes
Shareholders’ Equity
Convertible preferred stock, par value $0.01
Series A, 2,000,000 shares designated		—			—		—			—			—
Series E, 2,500,000 shares designated		25,000			—		25,000			—			25,000
Series F, 4,344,017 shares designated		43,440			—		43,440			—			43,440
Common stock, par value		653,584			2,000		655,584			128,000			783,584		c,d
Additional paid-in capital		21,122,567			119,000		21,241,567			19,144,740			40,386,307		c,d
(Accumulated deficit)/Retained earnings		(18,457,104	)		2,000		(18,455,104	)		(2,000	)		(18,457,104	)	d
Total shareholders’ equity		3,387,487			123,000		3,510,487			19,270,740			22,781,227
Total Liabilities and shareholders’ equity	$	4,993,358		$	4,275,000	$	9,268,358		$	19,243,932		$	28,512,290

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UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS

FOR THE SIX MONTHS ENDED JUNE 30, 2019

	Historical Information
	Bright			S&W
	Mountain			Media						Pro Forma			Proforma
	Media, Inc.			Group			Combined			Adjustments			Combined			Notes
Revenues	$	1,802,050		$	3,612,000		$	5,414,050		$	(96,237	)	$	5,317,813		a
Cost of revenues		1,441,154			2,805,000			4,246,154			(96,237	)		4,149,917		a
Gross profit		360,896			807,000			1,167,896			—			1,167,896
Research and development expenses		—			543,000			543,000			—			543,000
Selling general and administrative expenses		1,720,403			773,000			2,493,403			269,250			2,762,653		e
Loss from continuing operations		(1,359,507	)		(509,000	)		(1,868,507	)		(269,250	)		(2,137,757	)
Other income (expense)
Interest income		21,047			—			21,047			—			21,047
Gain on settlement		122,500			—			122,500			—			122,500
Other income		2,116			—			2,116			—			2,116
Interest expense		(909	)		(31,000	)		(31,909	)		—			(31,909	)
Interest expense - related party		(11,715	)		—			(11,715	)		—			(11,715	)
Currency exchange		—			10,000			10,000			—			10,000
Total other income (expense)		133,039			(21,000	)		112,039			—			112,039
Loss from continuing operations before taxes		(1,226,468	)		(530,000	)		(1,756,468	)		(269,250	)		(2,025,718	)
Income taxes		—			—			—			—			—
Net loss from continuing operations		(1,226,468	)		(530,000	)		(1,756,468	)		(269,250	)		(2,025,718	)
Net loss from discontinued operations		(187,670	)		—			(187,670	)		—			(187,670	)
Net loss		(1,414,138	)		(530,000	)		(1,944,138	)		(269,250	)		(2,213,388	)
Preferred stock dividends		(74,994	)		—			(74,994	)		—			(74,994	)
Total preferred stock dividends		(74,994	)		—			(74,994	)		—			(74,994	)
Net loss attributable to common shareholders	$	(1,489,132	)	$	(530,000	)	$	(2,019,132	)	$	(269,250	)	$	(2,288,382	)
Basic and diluted net loss for continuing operations per share	$	(0.02	)										$	(0.03	)
Basic and diluted net loss profit for discontinued operations per share	$	(0.00	)										$	(0.00	)
Basic and diluted net loss per share	$	(0.02	)										$	(0.03	)
Weighted average shares outstanding - basic and diluted		63,791,361												76,791,361

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UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS

FOR THE YEAR ENDED DECEMBER 31, 2018

	Historical Information
	Bright			S&W
	Mountain			Media						Pro Forma			Proforma
	Media, Inc.			Group			Combined			Adjustments			Combined			Notes
Revenue		1,735,649			12,175,000			13,910,649			(83,786	)		13,826,863			a
Cost of revenue		1,378,377			9,364,000			10,742,377			(83,786	)		10,658,591			a
Gross profit		357,272			2,811,000			3,168,272			—			3,168,272
Research and development expenses		—			1,185,000			1,185,000			—			1,185,000
Selling general and administrative expenses		3,494,858			2,423,000			5,917,858			538,500			6,456,358			e
Loss from continuing operations		(3,137,586	)		(797,000	)		(3,934,586	)		(538,500	)		(4,473,086	)
Other income (expense)
Interest income		3,349			—			3,349			—			3,349
Loss on extinguishment of convertible debt		(579,233	)		—			(579,233	)		—			(579,233	)
Interest expense		(46,881	)		(65,000	)		(111,881	)		—			(111,881	)
Interest expense - related party		(370,963	)		—			(370,963	)		—			(370,963	)
Total other (expense)		(993,728	)		(65,000	)		(1,058,728	)		—			(1,058,728	)
Loss from continuing operations before taxes		(4,131,314	)		(862,000	)		(4,993,314	)		(538,500	)		(5,531,814	)
Income tax benefit		—			30,000			30,000						30,000
Net loss from continuing operations		(4,131,314	)		(832,000	)		(4,963,314	)		(538,500	)		(5,501,814	)
Loss from discontinued operations		(1,092,750	)		—			(1,092,750	)		—			(1,092,750	)
Net loss		(5,224,064	)		(832,000	)		(6,056,064	)		(538,500	)		(6,594,564	)
Preferred stock dividends		(111,940	)		—			(111,940	)		—			(111,940	)
Total preferred stock dividends		(111,940	)		—			(111,940	)		—			(111,940	)
Net loss attributable to common shareholders	$	(5,336,004	)	$	(832,000	)	$	(6,168,004	)	$	(538,500	)	$	(6,706,504	)
Basic and diluted net loss for continuing operations per share	$	(0.08	)										$	(0.08	)
Basic and diluted net loss for discontinued operations per share	$	(0.02	)										$	(0.02	)
Basic and diluted net loss per share	$	(0.10	)										$	(0.10	)
Weighted average shares outstanding - Basic and diluted		51,560,351												64,560,351

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1. Basis of Pro Forma Presentation

On August 15, 2019, we entered into a Share Exchange Agreement and Plan of Merger (the “Agreement”) with S&W Media Group (“S&W”) pursuant to which the Company acquired 100% of membership interests of S&W. The unaudited pro forma condensed combined balance sheet at June 30, 2019 combines our historical condensed consolidated balance sheet with the historical condensed balance sheet of S&W as if the Acquisition had occurred on that date. The unaudited pro forma condensed combined statements of operations for the six months ended June 30, 2019 and for the year ended December 31, 2018 combine our historical condensed consolidated statements of operations with the condensed consolidated statements of operations of S&W as if the Acquisition had occurred on January 1, 2019. The historical financial information is adjusted in the unaudited pro forma condensed combined financial information to give effect to pro forma events that are: (i) directly attributable to the Acquisition; (ii) factually supportable; and (iii) with respect to the condensed combined statements of operations, expected to have a continuing impact on our combined results.

2. Preliminary Consideration Transferred

Pursuant to the terms of the Share Exchange Agreement, which was effective August 15, 2019, we issued 12,130,799 shares valued at $19,409,278 to owners and employees of S&W, contingent consideration of $750,000 paid through the delivery of unsecured, interest free, one and two year promissory notes (the “Closing Notes”), and 223,154 restricted stock units held in escrow for future vested stock options valued at $185,722.

The table below summarizes the value of the total consideration given in the transaction.

	Amount
Shares issued to owners	$	19,185,524
Shares issued for vested options		127,754
Shares issued to employees		96,000
Preliminary purchase price		19,409,278
Restricted stock units held in escrow		185,722
Closing Notes		750,000
Total consideration	$	20,345,000

The restricted stock units held in escrow is not included within the preliminary purchase price computation as the number of shares and value of the shares may change based on employee turnover and retention prior to the options becoming vested.

The Closing Notes are subject to hold-backs in the event that certain financial objectives of S&W are not achieved as of the due dates of the Notes. Due to the uncertainty of the benchmarks associated with the financial objectives, the amounts of the Notes are not included within the preliminary purchase price amount but are within the total consideration calculations.

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3. Preliminary Purchase Price Allocation

Under the acquisition method of accounting outlined in ASC 805, the identifiable assets acquired and liabilities assumed in the Acquisition are recorded at their Acquisition-date fair values and are included in the Company’s consolidated financial position. Our unaudited pro forma adjustments are preliminary in nature and based on the estimates of fair value for all assets acquired and liabilities assumed to illustrate the estimated effect of the Acquisition on our condensed consolidated balance sheet at June 30, 2019. Accordingly, the unaudited pro forma purchase price allocation is subject to further adjustments as additional information becomes available and as additional analyses are performed. The primary areas that are not yet finalized relate to our estimated fair values for inventory and identifiable intangible assets. There can be no assurances that any final valuations will not result in material adjustments to our preliminary estimated purchase price allocation.

The following table summarizes the preliminary purchase price allocation for the assets acquired and liabilities assumed in connection with the Acquisition:

	Amount			Weighted Average Life (Years)
Tangible assets acquired	$	3,541,538
Liabilities assumed		(3,403,000	)
Intellectual property/technology		1,712,000			10
Tradename		975,000			Indefinite
Customer relationships		1,098,000			5
Non-compete agreements		443,100			3
Goodwill		15,042,640
Net assets acquired	$	19,409,278

Our unaudited pro forma purchase price allocation includes certain identifiable intangible assets with an estimated fair value of approximately $4,228,100. The fair value of the identifiable intangible assets acquired was estimated using a combination of asset-based and income-based valuation methodologies. The asset-based valuation methodology established a fair value estimate based on the cost of replacing the asset, less amortization from functional use and economic obsolescence, if present and measurable. The income-based valuation methodology utilizes a discounted cash flow technique where the expected future economic benefits of ownership of an asset are discounted back to present value. This valuation technique requires us to make certain assumptions about, including, but not limited to, future operating performance and cash flow, and other such variables which are discounted to present value using a discount rate that reflects the risk factors associated with future cash flow, the characteristics of the assets acquired, and the experience of the acquired business. Such estimates are subject to change, possibly materially, as additional information becomes available and as additional analyses are performed.

The difference in the total purchase price per the table above of $19,409,278 and the $20,345,000 purchase price per Note 2 of $935,722 is comprised of the $750,000 Closing Notes and value of the certain equity compensation plans as required by Israeli law of 303,841 shares of common stock, valued at $185,722. The shares required under the equity compensation plans will be issued upon the approval of the compensation plan by the Israeli governing agency.

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4. Transaction Costs

As consideration for the act of a finder’s fee, Bright Mountain Media, Inc. has agreed to pay Spartan Capital Securities, LLC, a broker-deal and member of FINRA, a finder’s fee equal to (i) $165,000 in cash, payable from the proceeds of a future offering, and (ii) 650,000 shares of the Company’s common stock. In accordance with ASC 806, costs associated with these fees are expensed as incurred.

5. Pro Forma Adjustments

The pro forma adjustments included in the unaudited pro forma condensed combined financial information are as follows:

(a) Adjustment to reflect balances due between the two entities for intercompany sales transactions.

(b) Adjustment to reflect the fair value of assets acquired. The following table summarizes the estimated fair values of S&W’s identifiable intangible assets.

	Amount		Weighted Average Life (Years)
Intellectual property/technology	$	1,712,000		10
Tradename		975,000		Indefinite
Customer relationships		1,098,000		5
Non-compete agreements		443,100		3
Total intangible assets	$	4,228,100
Goodwill		15,042,640
Total identifiable intangible assets	$	19,270,740

(c) Adjustment to reflect 12,130,799 shares of our Common Stock valued at $19,409,278 issued in the merger.

(d) Adjustment to reflect the elimination of the capital accounts of S&W Media Group valued at $2,000 and $119,000 for the Common Stock and Additional Paid-In Capital accounts, respectively. In addition, the $2,000 Retained Earnings of S&W is eliminated in the consolidation as the balance represents activities prior to the merger.

(e) Adjustment to recognize amortization expense on acquired definite-lived intangible assets. The following table summarizes the amortization expense calculations presented in the respective periods.

	Estimated Fair Value		Estimated Useful Life in Years		Year Ended December 31, 2018 Amortization Expense		6 Months Ended June 30, 2019 Amortization Expense
Intellectual property / technology	$	1,712,000		10	$	171,200	$	85,600
Customer relations		1,098,000		5		219,600		109,800
Non-compete agreements		443,100		3		147,700		73,850
Proforma adjustment to amortization expense					$	538,500	$	269,250

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