SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934 (Amendment No. 2)*

Bright Mountain Acquisition Corporation

(Name of Issuer)

Common stock

(Title of Class of Securities)

10919T105

(CUSIP Number)

Andrew A. Handwerker

4399 Pine Street

Boynton Beach, FL  33487

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

July 1, 2015

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is subject to this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box. þ

Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See Rule 13d-7(b) for other parties to whom copies are to be sent.

*

The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosure provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (“Act”) or other subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes.)

CUSIP No. 10919T105

(1)  Names of reporting persons

Andrew A. Handwerker

(2)  Check the appropriate box if a member of a group (see instructions)

(a) o

(b) þ

(3)  SEC use only

(4)  Source of funds (see instructions)

PF

(5)  Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

o

(6)  Citizenship or place of organization

United States

Number of shares beneficially owned by each reporting person with

(7)  Sole Voting Power

3,167,905

(8)  Shared Voting Power

4,982,000

(9)  Sole Dispositive Power

3,167,905

(10)  Shared Dispositive Power

4,982,000

(11)  Aggregate Amount Beneficially Owned by Each Reporting Person

8,149,905

(12)  Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

o

(13)  Percentage of Class Represented by Amount in Row (11)

21.82%

(14)  Type of Reporting Person (See Instructions)

IN

Item 1.

Security and Issuer.

This Schedule 13D relates to the Common Stock of Bright Mountain Acquisition Corporation (the “Issuer”) whose principal executive offices are located at 6400 Congress Avenue, Suite 2050, Boca Raton, Florida  33487.

Item 2.

Identity and Background.

(a) – (c)

This Schedule 13D is being filed by Andrew A. Handwerker whose residence address is 4399 Pine Tree Drive, Boynton Beach, FL  33436.  Mr. Handwerker is retired.

(d) – (e)

During the past five years the reporting person has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) nor was the reporting persons a party to a civil proceeding or a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoying future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f)

The reporting person is a U.S. citizen.

Item 3.

Source and Amount of Funds or Other Consideration.

Personal funds.

Item 4.

Purpose of Transaction.

Personal investment.  Mr. Handwerker does not have any present plans or proposals that relate to or would result in any of the actions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D, although Mr. Handwerker, at any time and from time to time, may review, reconsider and change his position and/or change his purpose and/or develop such plans and may seek to influence management or the board of directors of the Issuer with respect to the business and affairs of the Issuer, and may from time to time consider pursuing or proposing any such transactions and, in connection therewith, may discuss, evaluate and/or pursue any such transactions with advisors, the Issuer or other persons.

Item 5.

Interest in Securities of the Issuer.

(a) – (b)

As of the date hereof, Mr. Handwerker the beneficial owner of an aggregate of 8,149,905 shares of Common Stock, representing approximately 21.82% of the outstanding shares of Common Stock (based on 34,400,059 shares outstanding as of July 1, 2015), including (i) 3,167,905 shares over which he has sole voting and dispositive control (including 2,950,000 shares of Common Stock issuable upon the conversion of shares of 10% Series A Convertible Preferred Stock, 10% Series B Convertible Preferred Stock, 10% Series C Convertible Preferred Stock and 10% Series D Convertible Preferred Stock), and (ii) 4,982,000 shares of Common Stock over which he has shared (with his spouse) voting and dispositive control.

(c)

Mr. Handwerker purchased 100,000 shares of 10% Series A Convertible Preferred Stock from the Issuer on June 30, 2015 in a private transaction at a purchase price of $0.50 per share.

(d)

Not applicable.

(e)

Not applicable.

Item 6.

Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

Not applicable.

Item 7.

Material to be Filed as Exhibits.

Exhibit No.

Exhibit

Not applicable.

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete, and correct.

Date: July 1, 2015	/s/ Andrew A. Handwerker
	Andrew A. Handwerker