UNITED
STATES


SECURITIES AND
EXCHANGE COMMISSION


Washington,D.C.20549




FORM 10-Q




(Mark
      One)þ
            
            QUARTERLY REPORT PURSUANT TO
      SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934For
      the quarterly period ended June 30, 2009o
            
            TRANSITION
      REPORT PURSUANT TO SECTION 13 OR 15(d)
              OF THE SECURITIES EXCHANGE ACT
      OF 1934For
      the transition period from ________ to
  _____________




Commission
file number 0-50762




DEBUT BROADCASTING CORPORATION,
INC.


(Exact
name of registrant as
specified in its charter)


Nevada
            88-0417389(Stateor other
      jurisdictionofincorporationor
      organization)
            (I.R.S. Employer
      Identification No.)


1025
      16th
      Ave South, Suite 102, Nashville, TN
                37212(Address
      of principal executive  offices)
                (Zip
    Code)


(615) 301-0001


(Registrant’s
telephone number, including area code)





(Former name, former address, and
formal fiscal year if changed since last report)


None




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.  Yes þ  No o




Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
definitions of “large accelerated filer,” “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act. (Check
one):





Large accelerated
fileroAccelerated
fileroNon-accelerated fileroSmaller Reporting Companyþ




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





As of August 13, 2009, there were 19,866,866 shares of common stock issued
and outstanding.








TABLE OF CONTENTS


PagePART
      I - FINANCIAL INFORMATIONItem 1.
            Financial
      Statements
            2Item 2.
            Management’s Discussion and
      Analysis ofFinancial Condition and Results of Operations
            3Item 4T.
            Controls and Procedures
            7PART
      II - OTHER INFORMATIONItem 2.
            Unregistered Sales of Equity
      Securities and Use of Proceeds
            8Item 4.
            Submission of Matters to a Vote
      of Security Holders
            9Item 6.
            Exhibits
            10





-2-





PART
I - FINANCIAL INFORMATION





Item
1. Financial
Statements





Our
      unaudited financial statements included in this Form 10-Q are as
      follows:F-1
            Condensed
      Consolidated Balance Sheets as of June 30, 2009 and December 31,
      2008F-2
            Condensed
      Consolidated Statements of Operations and Accumulated Deficit for the
      three months and six months ended June 30, 2009 and
2008F-3
            Condensed
      Consolidated Statements of Cash Flows for the three months and six months
      ended June 30, 2009 and 2008




99


These
unaudited financial statements have been prepared in accordance with accounting
principles generally accepted in the United States of America for interim
financial information and the SEC instructions to Form 10-Q. In the opinion of
management, all adjustments considered necessary for a fair presentation have
been included. Operating results for the interim period ended June 30, 2009 are
not necessarily indicative of the results that can be expected for the full
year.   Balance sheet information as of December 31, 2008 was
derived from the Company’s audited financial statements for the year ended
December 31, 2008.




-3-





DEBUT
BROADCASTING CORPORATION, INC.
 CONDENSED CONSOLIDATED BALANCE SHEETS




June
      30
              2009
              (Unaudited)
            
            
            December
      31
              20081ASSETSCurrent
      assetsCash
      and cash equivalents
            
            $
            16,385
            
            
            $
            59,143Accounts
      receivable, net
            
            
            947,098
            
            
            
            1,096,316Stock
      warrant receivable
            
            
            85
            
            
            
            85Prepaid
      expenses
            
            
            35,412
            
            
            
            47,644Unexercized
      stock warrants
            
            
            447,836
            
            
            
            454,658Total
      current assets
            
            
            1,446,816
            
            
            
            1,657,846Property
      and equipment, net
            
            
            658,268
            
            
            
            749,415Deposits
            
            
            20,519
            
            
            
            3,928Goodwill
            
            
            459,280
            
            
            
            459,280FCC
      licenses
            
            
            1,509,500
            
            
            
            1,509,500Non-Compete
      Agreement, net
            
            
            5,833
            
            
            
            23,333Other
      intangible assets, net
            
            
            1,995,150
            
            
            
            1,996,041Total
      assets
            
            $
            4,100,234
            
            
            $
            4,403,302LIABILITIES
      AND STOCKHOLDERS' DEFICITCurrent
      liabilitiesAccounts
      payable
            
            $
            862,535
            
            
            $
            530,792Accrued
      expenses and taxes
            
            
            274,158
            
            
            
            449,881Notes
      payable to shareholders
            
            
            750,000
            
            
            
            750,000Lines
      of credit
            
            
            757,039
            
            
            
            774,212Current
      portion of long-term debt
            
            
            62,734
            
            
            
            108,443Unrecognized
      stock warrant loss
            
            
            485,523
            
            
            
            485,523Total
      current liabilities
            
            
            2,329,454
            
            
            
            3,098,851Long
      term liabilitiesLeases  payable
            
            
            3,694
            
            
            
            5,381Long-term
      debt
            
            
            1,306,993
            
            
            
            1,336,194Total
      long term liabilities
            
            
            1,310,687
            
            
            
            1,341,575Total
      liabilities
            
            
            3,487,091
            
            
            
            4,440,426Stockholders'
      deficitCommon
      stock - $.003 par value, 100,000,000 shares authorized
            
            
            30,383
            
            
            
            30,601Additional
      paid in capital
            
            
            3,166,839
            
            
            
            3,166,621Accumulated
      deficit
            
            
            (3,599,663
            )
            
            
            (3,234,346
            )Total
      stockholders' deficit
            
            
            (402,441
            )
            
            
            (37,124
            )Total
      liabilities and stockholders' deficit
            
            $
            4,100,234
            
            
            $
            4,403,302




F-1




DEBUT
BROADCASTING CORPORATION, INC.


CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND ACCUMULATED
DEFICIT


(Unaudited)






Three
      Months Ended June 30,
              
              
              Six
      Months Ended June 30,2009
              
              
              2008
              
              
              2009
              
              
              2008Net
      Revenue
              
              $
              584,068
              
              
              $
              726,438
              
              
              $
              1,058,395
              
              
              $
              1,177,783Operating
      ExpensesAdvertising
              
              
              2,931
              
              
              
              113,260
              
              
              
              9,671
              
              
              
              152,740Operating
      Expense
              
              
              588,029
              
              
              
              773,383
              
              
              
              1,184,944
              
              
              
              1,378,362Depreciation
      Expense
              
              
              46,835
              
              
              
              32,396
              
              
              
              87,274
              
              
              
              65,868Merger
      and Acquisition Related Expenses
              
              
              -
              
              
              
              895
              
              
              
              -
              
              
              
              895Total
      Operating Expenses
              
              
              637,795
              
              
              
              919,934
              
              
              
              1,281,889
              
              
              
              1,597,865Operating
      Loss
              
              
              (53,727
              )
              
              
              (193,496
              )
              
              
              (223,494
              )
              
              
              (420,082
              )Other
      Income and ExpenseInterest
      Income
              
              
              (2,949
              )
              
              
              (1,585
              )
              
              
              (4,700
              )
              
              
              (2,399
              )Interest
      Expense
              
              
              76,119
              
              
              
              71,374
              
              
              
              152,911
              
              
              
              107,595Income
      Tax
              
              
              960
              
              
              
              --
              
              
              
              960Total
      Other (Income) and Expense
              
              
              74,130
              
              
              
              69,789
              
              
              
              149,171
              
              
              
              105,196Net
      Loss
              
              $
              (127,857
              )
              
              $
              (263,285
              )
              
              $
              (372,665
              )
              
              $
              (525,278
              )Accumulated
      Deficit at the Beginning of the Period
              
              
              (3,471,806
              )
              
              
              (2,807,308
              )
              
              
              (3,226,998
              )
              
              
              (2,545,315
              )Accumulated
      Deficit at the End of the Period
              
              
              (3,599,663
              )
              
              
              (3,070,593
              )
              
              
              (3,599,663
              )
              
              
              (3,070,593
              )Loss
      per common shareBasic
              
              
              (0.0181
              )
              
              
              (0.0155
              )
              
              
              (0.0181
              )
              
              
              (0.0155
              )Weighted
      average number of shares outstanding, basic
              
              
              19,866,907
              
              
              
              19,794,360
              
              
              
              19,866,907
              
              
              
              19,794,360




The
accompanying notes are an integral part of these financial
statements.




F-2




DEBUT
      BROADCASTING CORPORATION, INC.CONDENSED
      CONSOLIDATED STATEMENTS OF CASH FLOWS(Unaudited)





Three
      Months Ended June 30,
              
              
              Six
      Months Ended June 30,2009
              
              
              2008
              
              
              2009
              
              
              2008Operating
      Activities:Net
      Loss
              
              $
              (127,857
              )
              
              $
              (263,285
              )
              
              $
              (372,665
              )
              
              $
              (525,278
              )Adjustments
      to reconcile net loss to net cashprovided by/used in operating
      activities:Depreciation
      and amortization
              
              
              55,584
              
              
              
              32,397
              
              
              
              104,774
              
              
              
              65,869Changes
      in operating assets and liabilities, net effectsof
      acquisitions(Increase)
      decrease in accounts receivable
              
              
              (59,497
              )
              
              
              (306,803
              )
              
              
              149,133
              
              
              
              (543,939
              )(Increase)
      decrease in other current assets
              
              
              11,929
              
              
              
              (305,849
              )
              
              
              2,548
              
              
              
              (434,944
              )Increase
      (decrease) in accounts payable
              
              
              150,387
              
              
              
              257,024
              
              
              
              331,743
              
              
              
              133,877Increase
      (decrease) in accrued expenses and taxes
              
              
              14,821
              
              
              
              673,648
              
              
              
              -175,724
              
              
              
              907,295Net
      cash provided by (used in) operating activities
              
              
              45,367
              
              
              
              87,133
              
              
              
              39,810
              
              
              
              128,159Investing
      Activities:Purchases
      of property and equipment
              
              
              22,013
              
              
              
              (161,341
              )
              
              
              11,201
              
              
              
              (211,076
              )Net
      cash used in investing activities
              
              
              22,013
              
              
              
              (161,342
              )
              
              
              11,201
              
              
              
              (211,076
              )Financing
      Activities:Proceeds
      from issuance of stock warrants
              
              
              -
              
              
              
              (213,753
              )
              
              
              -
              
              
              
              18,001Proceeds
      from bank credit facility
              
              
              (47,659
              )
              
              
              59,036
              
              
              
              (48,061
              )
              
              
              94,036Proceeds
      from stockholder notes
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              750,000Repayment
      of long-term debt
              
              
              (16,264
              )
              
              
              (754
              )
              
              
              (45,709
              )
              
              
              (22,868
              )Proceeds
      from issuance of common stock
              
              
              -
              
              
              
              -
              
              
              
              -Net
      cash provided by financing activities
              
              
              (63,923
              )
              
              
              (155,471
              )
              
              
              (93,770
              )
              
              
              839,169Net
      (decrease) increase in cash and cash equivalents
              
              
              3,457
              
              
              
              (229,680
              )
              
              
              (42,759
              )
              
              
              230,773Cash
      and cash equivalents at beginning of period
              
              
              12,927
              
              
              
              451,096
              
              
              
              59,143
              
              
              
              8,643Cash
      and cash equivalents at end of period
              
              
              16,385
              
              
              
              221,416
              
              
              
              16,385
              
              
              
              221,416





The
accompanying notes are an integral part of these financial
statements.




F-3




DEBUT
BROADCASTING CORPORATION, INC.


NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS


June
30, 2009





Note
1 - Organization





Debut
Broadcasting Corporation, Inc. (the “Company”) is located in Nashville,
Tennessee and conducts business from its principal executive office at 1025 16th
Avenue South, Suite 102, Nashville, Tennessee 37212.  The Company
relocated to the current office location on January 31, 2009.  The
Company produces and distributes syndicated radio programs to radio stations
across the United States and Canada.  In addition, the Company owns
and operates eight radio stations in Mississippi.





The
Company maintains radio syndication in Nashville and produces and distributes 14
radio programs, which are broadcast over approximately 1,400 radio station
affiliates.  These radio programs have an estimated 40 million U.S.
listeners per week. In addition to its syndication services, the Company owns
and operates a multi-media studio with audio, video and on-line content
production capabilities.  This facility is located on Music Row in
Nashville, Tennessee.  The Company also provides marketing, consulting
and media buying (advertising) for its radio broadcast station customers in the
United States.





Note
2 - Basis of Presentation and Interim Results





The
condensed consolidated financial statements include the accounts of the Company,
and its subsidiaries. The interim financial statements of the Company have been
prepared without audit.





Certain
information and footnote disclosures normally included in annual financial
statements prepared in accordance with generally accepted accounting principles
have been condensed or omitted. We believe that the disclosures are adequate to
make the financial information presented not misleading. These condensed
financial statements should be read in conjunction with the audited consolidated
financial statements and the notes thereto for the year ended December 31, 2008.
All adjustments were of a normal recurring nature unless otherwise disclosed. In
the opinion of management, all adjustments necessary in order to make the
financial statements not misleading have been included. The results of
operations for such interim periods are not necessarily indicative of the
results for the full year.





Accounts
Receivable





We use
the allowance method for determining the collectability of our accounts
receivable.  The allowance method recognizes bad debt expense
following a review of the individual accounts outstanding in light of the
surrounding facts.  Accounts receivable are reported at their
outstanding unpaid principal balances reduced by an allowance for doubtful
accounts based on historical bad debts, factors related to specific customers’
ability to pay and economic trends.  We write off accounts receivable
against the allowance when a balance is determined to be
uncollectible.  Accounts receivable on the consolidated balance sheet
is stated net of our allowance for doubtful accounts.





Revenue
and Cost Recognition





The
Company recognizes its advertising and programming revenues for syndicated
programming when the Company’s radio shows air on its contracted radio station
affiliates.  Generally, the Company is paid by a national advertising
agency, which sells the commercial time provided by the
affiliate.





As the
Company earns its revenue from the national advertising agency, it also
recognizes any amounts due to the individual shows, which are based on the
audience level generated by the specific program.  Expenses are
accrued at the time the shows are run.





Consulting
projects are generally negotiated at a fixed price per project; however, if the
Company utilizes its advertising capacity as part of the consulting project, it
will charge the consulting client in the same manner as the affiliated
stations described more fully above.  Consulting fee income is
recognized as time is incurred under the terms of the
contract.
  F-4





DEBUT
BROADCASTING CORPORATION, INC.


NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS


June
30, 2009





Note 2 - Basis of
Presentation and Interim Results (continued)





The
Company recognizes its advertising and programming revenues for its owned and
operated radio broadcast stations when the advertising
airs.  Generally, the Company is paid by the local advertiser for
advertising coordinated  and contracted through a local employee sales
representative or sales manager.





Advertising





The
Company expenses advertising costs as they are incurred. Total advertising costs
of  $2,931 and $113,260 are included in the financial statements for
the three months ended June 30, 2009 and June 30, 2008, respectively. Total
advertising costs of $9,671 and $152,740 are including in the financial
statements for the six months ended June 30, 2009 and June 30, 2008,
respectively.





Financing





We will
require additional capital to execute on our plan to grow through the
acquisition of radio stations and radio station clusters. We do not presently
have sufficient capital to make additional acquisitions. We intend to raise
additional capital over the next twelve months through additional equity
offerings.





Although
we are and will be unable to predict the precise terms of any financing until
the time that such financing is actually obtained, it is likely that any such
financing will fit within the following parameters:





•
              None
      of the indebtedness to which the Properties would be subject will berecourse
      to the shareholders, although some or all of the indebtedness may be
      recourse tous.
      However, each obligation will be secured by a first lien and/or second
      lien securityinterest
      in the financed Property. It is probable that all of our Properties will
      be subject tosubstantial
      security interests.•
              We
      expect any indebtedness will be first repaid with the operating revenues
      of the Properties.
      Operating revenues will first be applied to the payment of interest,
      principalamortization
      (if any), and principal on primary indebtedness. Next, operating revenueswill
      be applied to interest on and principal of any subordinate
      financing.•
              Each
      of these financing arrangements may be subject to acceleration in the
      event of default, including non-payment, insolvency, or the sale of a
      Property. Upon an acceleration, if we are unable to effect an immediate
      refinancing, we may lose one or more of our Properties by
      foreclosure.




While
financing may initially be available only on a radio station by radio station
basis, we may eventually seek to refinance all of our Properties in one
non-recourse loan which will, in all likelihood, be secured by all of our
Properties.





In
connection with acquisitions, dispositions and financing, we will incur
appropriate accounting and legal fees.




F-5





DEBUT
BROADCASTING CORPORATION, INC.


NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS


June
30, 2009


Note 2 - Basis of
Presentation and Interim Results (continued)





Governmental Regulation of
Radio Broadcasting





The following is a brief summary of
certain provisions of the Communications Act, the Telecom Act, and related FCC
rules and policies (collectively, the "Communications Laws"). This description
does not purport to be comprehensive, and reference should be made to the
Communications Laws, public
notices, and decisions issued by the FCC for further information concerning the
nature and extent of federal regulation of radio broadcast stations. Failure to
observe the provisions of the Communications Laws can result in the imposition
of various sanctions, including monetary forfeitures and the grant of a
"short-term" (less than the maximum term) license renewal. For particularly
egregious violations, the FCC may deny a station's license renewal application,
revoke a station's license, or deny applications in which an applicant seeks to
acquire additional broadcast properties.





License Grant and Renewal.Radio broadcast licenses are granted and renewed for maximum terms of
eight years. Licenses are renewed by filing an application with the FCC.
Petitions to deny license renewal applications may be filed by interested
parties, including members of the public.





Service Areas.  The
area served by AM stations is determined by a combination of frequency,
transmitter power, antenna orientation, and soil conductivity. To determine the
effective service area of an AM station, the station’s power, operating
frequency, antenna patterns and its day/night operating modes are required. The
area served by an FM station is determined by a combination of transmitter power
and antenna height, with stations divided into classes according to these
technical parameters.







Class C
FM stations operate with the equivalent of 100 kilowatts of effective radiated
power (“ERP”) at an antenna height of up to 1,968 feet above average
terrain. They are the most powerful FM stations, providing service to a large
area, typically covering one or more counties within a state. Class B FM
stations operate with the equivalent of 50 kilowatts ERP at an antenna height of
up to 492 feet above average terrain. Class B FM stations typically
serve large metropolitan areas as well as their associated suburbs. Class A
FM stations operate with the equivalent of 6 kilowatts ERP at an antenna height
of up to 328 feet above average terrain, and generally serve smaller cities
and towns or suburbs of larger cities.







The
minimum and maximum facilities requirements for an FM station are determined by
its class. FM class designations depend upon the geographic zone in which the
transmitter of the FM station is located. In general, commercial FM stations are
classified as follows, in order of increasing power and antenna height:
Class A, B1, C3, B, C2, C1, C0, and C.


The
following table sets forth the market, call letters, FCC license classification,
antenna elevation above average terrain (for FM stations only), power and
frequency of all of our owned and operated stations as of June 30,
2009


Market
            
            Stations
            
            City ofLicense
            
            Frequency
            
            
            Expiration Dateof
    License
            
            FCCClass
            
            Height Above Average Terrain(in
      feet)
            
            
            Power
      (in Watts)G
      Mississippi
            
            WNLA
      FM
            
            Indianola,
      MS
            
            
            105.5
            
            
            June
      1, 2012
            
            A
            
            
            190
            
            
            
            4400WBAQ
      FM
            
            Greenville,
      MS
            
            
            97.9
            
            
            June
      1, 2012
            
            C2
            
            
            502
            
            
            
            48000WIQQ
      FM
            
            Leland,
      MS
            
            
            102.3
            
            
            June
      1, 2012
            
            A
            
            
            446
            
            
            
            1650WNLA
      AM
            
            Indianola,
      MS
            
            
            1380
            
            
            June
      1, 2012
            
            D
            
            
            AM
            
            
            
            500WNIX
      AM
            
            Greenville,
      MS
            
            
            1330
            
            
            June
      1, 2012
            
            B
            
            
            AM
            
            
            
            1000WBBV
      FM
            
            Vicksburg,
      MS
            
            
            101.1
            
            
            June
      1, 2012
            
            C3
            
            
            394
            
            
            
            13000KLSM
      FM
            
            Tallulah,
      LA
            
            
            104.9
            
            
            June
      1, 2012
            
            A
            
            
            299
            
            
            
            3000WQBC
      AM
            
            Vicksburg,
      MS
            
            
            1420
            
            
            June1,
      2012
            
            B
            
            
            AM
            
            
            
            1000




F-6




DEBUT
BROADCASTING CORPORATION, INC.


NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS


June
30, 2009





Note 2 - Basis of
Presentation and Interim Results (continued)





Compliance
with Environmental Laws





We have
not incurred and do not anticipate incurring any expenses associated with
environmental laws.





Note 3 - Initial Adoption of
FIN 48





We
adopted the provisions of Financial Accounting Standards Board (“FASB”)
Interpretation No. 48, Accounting for Uncertainty in Income Taxes - an
interpretation of FASB Statement No. 109 (“FIN 48”), on May 17, 2007. This
interpretation increases the relevancy and comparability of financial reporting
by clarifying the way companies account for uncertainty in income taxes. FIN 48
prescribes a consistent recognition threshold and measurement attribute, as well
as clear criteria for subsequently recognizing, derecognizing and measuring such
tax positions for financial statement purposes. The interpretation also requires
expanded disclosure with respect to the uncertainty in income
taxes.  We do not believe that the timing of the adoption of FIN 48
has created any material differences in comparability between the six
months  and six months ended June 30, 2008, and the three months and
six months ended June 30, 2009.





Note 4 - Loss Per
Share





We
present basic loss per share on the face of the condensed consolidated balance
sheets.  As provided by SFAS No. 128, Earnings Per Share, basic loss
per share is calculated as income available to common stockholders divided by
the weighted average number of shares outstanding during the
period.





On January 2, 2008, the Company awarded
options to purchase 342,055 shares of its common stock to employees and valued
contractors.  These options were awarded at a strike price of $0.86
per share and vest ratably over five years.  The options will be
accounted for utilizing the Black-Scholes method of
valuation.





On
January 21, 2008, the Company issued to Remington Partners, Inc. a warrant to
purchase 62,500 shares of Company common stock at an exercise price of $1.00 per
share, with an expiration date three years after the date of
issuance.





On
February 26, 2008, the Company issued to Remington Partners, Inc. a warrant to
purchase 125,000 shares of Company common stock at an exercise price of $1.00
per share, with an expiration date three years after the date of
issuance.





On March
16, 2008, the Company issued to Holladay Broadcasting of Louisiana, LLC a
warrant to purchase 200,000 shares of Company common stock at an exercise price
of $1.00 per share, with an expiration date 10 years after the date of
issuance.





On June
18, 2008 the Company issued to Wolcott Squared a warrant to purchase 18,408
shares of our common stock at an exercise price of $0.3925 per share, with an
expiration date of December 17, 2017. The consideration received for this
warrant was services rendered in December of 2007 valued at
$7,225.





On June
18, 2008, the Company issued to Wolcott Squared a warrant to purchase 22,279
shares of our common stock at an exercise price of $0.51 per share with an
expiration date of January 31, 2018.  The consideration received for
this warrant was services rendered in January of 2008 valued at
$11,362.





On June
18, 2008, the Company issued to Wolcott Squared a warrant to purchase 5,686
shares of our common stock at an exercise price of $0.51 per share with an
expiration date of February 29, 2018. The consideration received for this
warrant was services rendered in February of 2008 valued at $2,899.
  F-7





DEBUT
BROADCASTING CORPORATION, INC.


NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS


June
30, 2009





Note 4 - Loss Per Share
(continued)





On June
30, 2008, the Company issued to Politis Communications a warrant to purchase
10,254 shares of our common stock at an exercise price of $0.01 per share, with
an expiration date of June 29, 2018.  The consideration received for
this warrant was services rendered by Politis Communications.





On
September 22, 2008, the Company issued to Stephen Ross, a third party, a warrant
to purchase 18,000 shares of Company common stock at an exercise price of $0.50
per share, with an expiration date of January 31, 2011.  The
consideration we received for this warrant was legal services rendered by
Stephen Ross, Esq,





On
September 22, 2008, the Company issued  to Stephen Ross, a third
party,  a warrant to purchase 27,000 shares of Company common stock at
an exercise price of $0.50 per share, with an expiration date of September 30,
2011. The consideration we received for this warrant was legal services rendered
by Stephen Ross, Esq,





On
September 30, 2008, the Company issued  to Politis Communications a
warrant to purchase 5,495 shares of Company common stock at an exercise price of
$0.01 per share, with an expiration date of September 29, 2018.  The
consideration received for this warrant was public relations services rendered
by Politis Communications.





On
December 31, 2008, the Company issued  to Stephen Ross, a third
party,  a warrant to purchase 27,000 shares of Company common stock at
an exercise price of $0.50 per share, with an expiration date of December 31,
2011. The consideration we received for this warrant was legal services rendered
by Stephen Ross, Esq.





On
December 31, 2008, the Company issued to Politis Communications a warrant to
purchase 5,495 shares of Company common stock at an exercise price of $0.01 per
share, with an expiration date December 31, 2018.  The consideration
received for this warrant was public relations services rendered by Politis
Communications.





On April
1, 2009, the Company issued  to Stephen Ross, a third
party,  a warrant to purchase 27,000 shares of Company common stock at
an exercise price of $0.50 per share, with an expiration date
of  April 1, 2012. The consideration we received for this warrant was
legal services rendered by Stephen Ross, Esq.





On June
30, 2009, the Company issued  to Stephen Ross, a third
party,  a warrant to purchase 27,000 shares of Company common stock at
an exercise price of $0.50 per share, with an expiration date of  June
30, 2012. The consideration we received for this warrant was legal services
rendered by Stephen Ross, Esq.





The
Company revalues all warrants quarterly utilizing the Black-Scholes
method.





All of
these warrants were issued in reliance upon the exemption from the registration
requirements of the Securities Act of 1933, as amended (the “Securities Act”),
as set forth in Section 4(2) under the Securities Act and Rule 506 of Regulation
D promulgated thereunder relating to sales by an issuer not involving any public
offering, to the extent an exemption from such registration was
required.





On
December 5, 2008, Politis Communications exercised a warrant to purchase 8,500
shares of Company common stock at $0.01 per share.  The shares were
authorized by Politis Communications as compensatory gifts to a number of
employees of Politis Communications.  No underwriters were involved in
this warrant exercise.  The underlying shares are restricted and carry
piggy-back registration rights.





On
December 5, 2008, The Company issued  a stock certificate to Mohammed
Rahman for 22,026 shares of our common stock at $0.07 per share.  We
issued the shares of common stock to Mohammed Rahman in exchange for services
rendered.  No underwriters were involved in this sale of
securities.  Outside of the existing vendor client relationship the
investor has no prior relationship to the company.  The underlying
shares are restricted and carry piggy-back registration rights.




F-8





DEBUT
BROADCASTING CORPORATION, INC.


NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS


June
30, 2009





Note 4 - Loss Per Share
(continued)





On
December 3, 2008, The Company issued  a stock certificate to Sariah
Hopkins for 42,000 shares of our common stock at $0.07 per share.  We
issued the shares of common stock to Sariah Hopkins as a compensatory bonus for
services rendered in the role of Chief Financial Officer.  The
underlying shares are restricted and carry piggy-back registration
rights.





Note 5 - Property and
equipment





Property
and equipment are stated at cost less accumulated depreciation. Depreciation of
property and equipment are computed using the straight-line method based upon
estimated lives of assets ranging between three to thirty years. Property and
equipment are summarized as follows:





Estimated
      Useful Life
            
            June
      30, 2009
            
            
            December
      31, 2008Land
            
            
            $
            49,500
            
            
            $
            49,500Buildings
      and building improvements
            5 –
      10 years
            
            
            138,880
            
            
            
            136,460Towers
      and studio equipment
            5
      - 30 years
            
            
            388,068
            
            
            
            372,714Furniture,
      fixtures and equipment
            3 –
      7 years
            
            
            277,689
            
            
            
            270,972Automotive
            3 - 5
      years
            
            
            160,318
            
            
            
            194,938Accumulated
      depreciation
            
            
            
            (356,168
            )
            
            
            (276,169
            )Property
      and equipment, net
            
            
            $
            658,286
            
            
            $
            749,415





Of the
$658,286  in Net Property and Equipment as of March 31, 2009, $35,000
was added through the acquisition of the radio broadcast station WBBV FM during
the third quarter of 2008 including equipment purchases to support the acquired
stations.  In April of 2009, the Company disposed of a 2007 Chevrolet
HHR and a 2007 Nissan XTerra through sales to third parties for $12,000 and
$13,300 respectively.





Note 6 - Lines of
Credit





On May 3,
2002 and amended on April 26, 2004, the Company entered into an unsecured
promissory note establishing a revolving line of credit with the Bank of America
for $75,000.  The note requires monthly interest payments and the
interest rate is based on the bank’s prime rate, which was 7.5% at June 30,
2009. The note matured on May 3, 2009.  The balance of the line of
credit at both June 30, 2008 and 2008 was $75,000.  As of June 30,
2009 the note was being converted to three year term loan with an anticipated
maturity of September 30, 2012.  The note is secured by personal
guarantee of certain officers of the Company.





The
Company signed a promissory note and established a revolving line of credit on
February 27, 2004 for $200,000 with Regions Bank to refinance existing debt. The
note matured on June 30, 2009, and requires monthly interest payments accruing
at an initial rate of 7.58% and a current rate of 4.41438% at June 30, 2009. The
rate is subject to monthly changes based on an independent index plus
2.25%. As a result of the present economic downturn in the banking and
radio industries, the note was transferred to the special assets division of
Regions Bank. At June 30, 2009, the Company was actively seeking an amicable
settlement with Regions Bank to satisfy the loan balance.
  F-9





The note
is secured by personal guarantee of certain officers of the Company and all
inventory, chattel paper, accounts, equipment and general intangibles existing
or purchased after the signing of the related agreement. The principal balance
of the note at June 30, 2009 and 2008 was $199,297 and $199,297,
respectively.




Note 7 - Notes Payable to
Stockholders





Debut
Broadcasting Stockholder Notes





On
January 21, 2008 the Company issued to Remington Partners, Inc. warrants to
purchase 62,500 shares of Company common stock in exchange for a loan in the
amount of $250,000 with a $2,000 loan origination fee and interest of 18% per
annum due monthly.  The promissory note plus any accrued interest is
payable on July 31, 2009.





On
February 26, 2008 the Company issued to Remington Partners, Inc. warrants to
purchase 125,000 shares of Company common stock in exchange for a loan in the
amount of $500,000, with a $2,000 loan origination fee and interest of 18% per
annum due monthly.  The promissory note plus any accrued interest is
payable on July 31, 2009.





Total
interest expense associated with the stockholder loans for the three months
ended June 30, 2009 and 2008 was $34,397 and $13,808
respectively.  Accrued interest due to stockholders was $0 and $0 as
of June 30, 2009 and 2008, respectively.





Note 8 - Loans
Payable





Regions
Bank Loan





On August
15, 2006, the Company signed a promissory note with Regions Bank for $300,000
with an initial interest rate of 7.58% and a current rate
of  2.59438%  as of June 30, 2009. The loan is secured by
all inventory, chattel paper, accounts, equipment and general intangibles of the
Company.  The loan matures August 30, 2011 and is payable in monthly
installments of $6,058, including variable interest at 2.25% points per annum
over the London Interbank Offered Rate for the applicable index
period.





Total
interest expense on the Regions Bank loan for the three months ended June 20,
2009 and 2008 was $999.63 and $2,769, respectively.  Total interest
expense for the six months ended June 30 2009 and 2008 was $2,153 and $6,978,
respectively. The balance of the loan at June 30, 2009 was $141,120, of which
$41,365 was classified as current portion of long-term debt.  The
balance of the loan at June 30, 2008 was $206,532, of which $27,541 was
classified as current portion of long-term debt.





Citadel
Communications Loan





On August
28, 2002, the Company signed an unsecured promissory note with Citadel
Communications for $430,415.  The loan has no maturity date and
accrues interest at a rate of 12%.  The note was amended in April,
2003 requiring interest only payments indefinitely.  Total interest
expense on the Citadel Communications loan for each of the three months ended
June 30, 2009 and 2008 was $10,428.  The balance of the loan at both
June 30, 2009 and 2008 was $347,491.





SunTrust
Bank Loan





The
Company signed a promissory note and established a revolving line of credit on
August 22, 2008 for $500,000 with SunTrust Bank to facilitate the acquisition of
WBBV.  The note matures on August 22, 2009 and requires monthly
interest payment accruing at an initial rate of 6.0% and a current rate of 4.25%
at June 30, 2009. The rate is subject to monthly changes based on an independent
index plus 1.00%





F-10


The note
is secured by personal guarantee of certain officers of the Company and all
inventory, chattel paper, accounts, equipment and general intangibles existing
or purchased by the wholly-owned subsidiary entity, Debut Broadcasting
Mississippi, after the signing of the related agreement.  Total
interest expense on the SunTrust Bank loan for the three months ended June 30,
2009 and 2008 was $7,349 and $0.00 respectively.  Total interest
expense on the SunTrust Bank loan for the six months ended June 30, 2009 and
2008 was $14,668 and  $0.00 respectively.  The balance of
the loan at June 30, 2009  and  2008 was $496,142 and $0.00
respectively.





Vehicle
Loans





On August
28, 2007, the Company signed a direct purchase money loan and security agreement
with DaimlerChrysler for the purchase of two vehicles for $50,068 with an
effective interest rate of 7.3%. The corresponding promissory note is to be paid
over a five-year period with a monthly payment of $1,011.  In April of
2009, these two vehicles were disposed of through sales to third parties for
$12,000 and $13,300 respectively.  The direct purchase money loan was
paid in full and the security interest DaimlerChrysler held in the vehicles was
released.





On
September 25, 2007, the Company signed a retail installment sale contract with
GMAC for the purchase of two vehicles for $47,498 with an effective interest
rate of 5.0%.  The corresponding promissory note is to be paid over a
three-year period with a monthly payment of $1,424. The purchased vehicles are
used in conjunction with the radio broadcast operations.





On May 1,
2008, the Company signed a retail installment sale contract with Daimler
Chrysler Financial Services for the purchase of a vehicle for $23,137 with an
effective interest rate of 7.49%.  The corresponding promissory note
is to be paid over a five-year period with a monthly payment of
$463.  The purchased vehicle is used in conjunction with the radio
broadcast operations.





On May
15, 2008, the Company signed a retail installment sale contract with Daimler
Chrysler Financial Services for the purchase of a vehicle for $19,303 with an
effective interest rate of 11.25%.  The corresponding promissory note
is to be paid over a five-year period with a monthly payment of
$367.  The purchased vehicle is used in conjunction with the radio
broadcast operations.





On May
30, 2008, the Company signed a retail installment sale contract with GMAC for
the purchase of a vehicle for $25,256 with an effective interest rate of
9.5%.  The corresponding promissory note is to be paid over a
five-year period with a monthly payment of $530.  The purchased
vehicle is used in conjunction with the radio broadcast
operations.





Total interest expense on the vehicle
loans for the quarter ended June 30, 2009 and 2008 was $1,831 and $2286,
respectively.  Total interest expense on the vehicle loans for the six
months ended June 30, 2009 and 2008 was $4,707 and $3,971, respectively. The
principal balance of the vehicle loans as of June 30, 2009 and 2008 was $78,264
and $146,019, respectively.  At June 30, 2009, $16,374 was classified
as the current portion of the loans.





Capital
Lease





On
December 5, 2007, the Company entered into a capital lease arrangement with
National City Media Finance to acquire studio equipment for $15,009 with a fixed
interest rate of 7.5%. The lease term is for three years with monthly payments
of $464, with a $1 buyout option at the end of the lease
term.





Total
interest expense on studio equipment for the quarters ended June 30, 2009 and
2008 was $107 and $174, respectively. Total interest expense on studio equipment
for the six months ended June 30, 2009 and 2008 was $169 and $535,
respectively.  The principal balance of the capital lease as of June
30, 2009 and 2008 was $3,281 and $12,748, respectively.  At June 30,
2009, $3,281 was classified as the current portion of the
lease.





F-11




DEBUT
BROADCASTING CORPORATION, INC.


NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS


June
30, 2009





Note 9 - Stockholders’
Equity





In
connection with the reverse merger on May 17, 2007, all shares of common stock
of Debut Broadcasting (as hereinafter defined) outstanding prior to the merger
were exchanged for 10,000,000 shares of Company common stock (See Note 10.
Business Combinations).





In
addition, in connection with the reverse merger, the Company completed a private
placement of 6,000,000 shares of Company common stock at $0.50 per
share.  The transaction was recorded net of financing costs of
$23,502.








Finally,
in connection with the reverse merger, the Company converted notes payable to
stockholders in the amount of $215,158 into 430,316 shares of Company common
stock at $0.50 per share.





The
pre-merger stockholders of the Company maintained 364,044 shares of Company
common stock.





On May
21, 2007, $100,000 of convertible debentures issued on May 15, 2007 were
converted into 3,000,000 shares of Company common stock.





Note 10 - Business
Combinations





WBBV
FM





On August
27, 2008, the Company acquired a radio broadcast stations from Holladay
Broadcasting of Louisiana, LLC identified as WBBV FM 101.3 MHz in Vicksburg,
Mississippi, including all of the facilities, equipment, licenses and
intellectual property necessary to operate this station, in exchange for
$180,022.


The
purchase price was allocated as follows:





Description
            
            AmountAccounts
      receivable
            
            $
            57,522Land
            
            
            0.00Buildings
      and structures
            
            
            25,000Equipment
            
            
            10,000FCC
      licenses
            
            
            472,500Non-compete
      agreement
            
            
            35,000Goodwill
            
            
            380,000Liabilities
      assumed
            
            
            (800,000
            )Total
            
            $
            180,022





Holladay
Broadcasting Company





On March
16, 2008, the Company entered into a Local Marketing Agreement for a radio
broadcast station identified as KLSM FM 105.5 MHz in Tallulah, Louisiana
with Holladay Broadcasting Company, including all of the facilities,
equipment, licenses and intellectual property necessary to operate these
stations.  The Company maintains the station including all revenues
and expenses.  Holladay Broadcasting Company has retained ownership of
all assets and liabilities of the station as of March 16,
2008.





Grace
Media Company





On August
15, 2008, the Company entered into a Local Marketing Agreement for a radio
broadcast station identified as WQBC AM 1420 Khz in Vicksburg,
Mississippi with Grace Media Company, including all of the facilities,
equipment, licenses and intellectual property necessary to operate these
stations.  The Company maintains the station including all revenues
and expenses.  Grace Media Company has retained ownership of all
assets and liabilities of the station as of August 22, 2008.  We
attribute $39,340 of the net loss incurred during the six months ended June 30,
2009 to the operation of WQBC AM.  In response to the evaluation of
losses incurred through the operation of  WQBC AM, the company advised
Grace Media Company of its decision to exercise a 90 day cancellation clause in
the Local Marketing Agreement.  WQBC AM was taken off the air at
11:59pm on May 31, 2009.  Operations will revert to Grace Media
Company on September 1, 2009.




F-12





Item
2.     Management’s Discussion and Analysis of
Financial Condition and Results of Operations





Forward-Looking
Statements





Certain
statements contained in this report may not be based on historical facts and are
“forward-looking statements” within the meaning of Section 27A of the Securities
Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934,
as amended.  The forward-looking statements may be identified by
reference to a future-period(s) or by the use of forward-looking terminology,
such as “anticipate,” “believe,” “estimate,” “expect,” “foresee,” “may,”
“might,” “will,” “intend,” “could,” “would,” or “plan” or future or conditional
verb tenses, and variations or negatives of such terms.





These
forward-looking statements include, without limitation, the basis of
presentation of our financial statements, charges to consulting clients, the
impact of recent accounting pronouncements, the impact of radio station
acquisitions, radio advertising growth, pending acquisitions, the future use of
Black-Scholes method of valuation, market trends, our need for additional
capital, our ability to raise capital through debt and equity financing, the
terms of any financing the we may obtain, the incurrence of accounting and legal
fees in connection with acquisitions and the effectiveness of our disclosure
controls and procedures.





We
caution you not to place undue reliance on the forward-looking statements
contained in this report, in that actual results could differ materially from
those indicated in such forward-looking statements as a result of a variety of
factors.  These factors include, but are not limited to, our ability
to provide and market competitive service and products, our ability to diversify
revenue, our ability to attract, train and retain qualified personnel, our
ability to operate and integrate new technology, changes in consumer preference,
changes in our operating or expansion strategy, changes in economic conditions,
fluctuation in prevailing interest rates, our ability to identify and
effectively integrate potential acquisitions, FCC and government approval of
potential acquisition, our inability to renew one or more of our broadcast
licenses, our ability to manage growth and effectively serve an expanding
customer and market base, geographic concentrations of our assets and
susceptibility to economic downturns in that area, availability of and costs
associated with maintaining and/or obtaining adequate and timely sources of
capital and liquidity, our ability to compete with other companies that produce
and distribute syndicated radio programs and/or own radio stations, shifts in
populations and other demographics, changes in governmental regulations, laws
and regulations as the affect companies that produce and distribute syndicated
radio programs and/or own radio stations, industry conditions, the popularity of
radio as a broadcasting and advertising medium, cancellation, disruption or
postponements of advertising schedules in response to national or world events,
possible adverse ruling, judgments, settlements, and other outcomes of pending
or threatened litigation, other factors generally understood to affect the
financial condition or results of companies that produce and distribute
syndicated radio programs and/or own radio stations and other factors detailed
from time to time in our press releases and filings with the Securities and
Exchange Commission.  We undertake no obligation to update these
forward-looking statements to reflect events or circumstances that occur after
the date of this report.





Overview





A Radio
Advertising Bureau report issued in January of 2009 indicated that local
advertisers, the largest advertisers which are served in small markets,
decreased their overall advertising by 10% in 2008.  Analysts are
projecting that overall revenue will continue to be lower year over year in 2009
with a return to 2008 levels in 2010.  We have been affected by this
decline with a decrease in sales from advertisers in key groups of casino and
automotive.  Management believes that the small markets will recover
with more speed than the broader national markets, but that has not left the
small markets immune to recession.  Non-broadcast radio revenue
(“non-spot revenue”) remained steady during the second quarter of 2009. Our
small market focus allows us to capitalize on the growth in local markets and
non-spot revenue as we participate as active members in the communities in which
we operate. For the six months ended June 30, 2009, combined net revenue from
radio, multi-media, media purchasing and syndication decreased 10.1% compared to
the same period in 2008.




3





Our
management team remains focused on our strategy of pursuing growth through
acquisition. However, acquisitions are closely evaluated to ensure that they
will generate stockholder value and our management is committed to completing
only those acquisitions that it believes will increase our share
price.




Results
of Operations





For
the Three Months Ended June 30, 2009 and 2008





We
generated $584,068  in net revenue for the quarter ended June 30,
2009, a decrease of $142,370 or 19.6%, compared to $726,438 for the quarter
ended June 30, 2008.  Approximately $109,000 of this decrease relates
to the syndication business. Revenue decreased approximately $83,400 in the
Greenville, MS radio station market, however, the corresponding increase in
revenue in the Vicksburg, MS radio station market reduced the overall decrease
in radio revenue to $33,370 for the quarter ended June 30, 2009 compared to the
quarter ended June 30, 2008.


Advertising
expense was $2,931 for the quarter ended June 30, 2009, a decrease of 110,329 or
97.4%, compared to $113,260 for the quarter ended June 30, 2008.  This
decrease is partially attributable to the expiration of a public relations
contract that we entered into with Politis
Communications.  Additionally contributing to the decrease were the
expiration of contracts that we entered into with Agoracom for investor
relations services, as well as discontinued public relations contracts with
Dutton Associates and Rubicon Capital Partners.





Operating
expense was $588,029 for the quarter ended June 30, 2009, a decrease of $185,354
or 23.9%, compared to $773,383 for the quarter ended June 30, 2008. Of the total
decrease in operating expenses, approximately $106,000 related to company wide
staffing and salary reductions implemented in the first quarter of 2009.
Additional reasons for the decrease in operating expenses relate to a decrease
in legal and regulatory spending of approximately $92,000, and a decrease and
travel and entertainment expenditures of approximately $32,500.





Depreciation
and amortization expense was $46,835 for the quarter ended June 30, 2009, an
increase of $14,439, or 44.6%, compared to $32,396 for the quarter ended June
30, 2008. The primary reason for the increase relates to the assets acquired as
part of the WBBV FM acquisition.





Interest
expense was $76,119 for the quarter ended June 30, 2009, and increase of $4,745
or 6.7% compared to $71,374 for the quarter ended June 30, 2008.  The
primary source of the interest expenditures were interest payments associated
with the two term loans from Remington Partners, Inc, and the Regions Bank
loans.





As a
result of the foregoing revenue and expenses, our overall net loss for the
three-month period ending June 30, 2009 and June 30, 2008 was $127,857 and
$263,285, respectively.




For
the Six Months Ended June 30, 2009 and 2008





We
generated $1,058,395  in net revenue for the six months ended June 30,
2009, a decrease of $119,388, or 10.1%, compared to $1,177,783 for the six
months ended June 30, 2008.  Approximately $140,000 of this decrease
relates to the syndication business.  Revenue decreased approximately
$125,800  in the Greenville, MS radio station market, however, the
corresponding increase in revenue in the Vicksburg, MS radio station market
resulted in an overall increase in radio revenue of approximately $22,000 for
the six months ended June 30, 2009 compared to the six months ended June 30,
2008.





Advertising
expense was $9,671 for the six months ended June 30, 2009 a decrease of $143,069
or 93.6% compared to $152,740 for the six months ended June 30,
2008.  This decrease is partially attributable to the expiration of a
public relations contract that we entered into with Politis
Communications.  Additionally contributing to the decrease were the
expiration of contracts that we entered into with Agoracom for investor
relations services, as well as discontinued public relations contracts with
Dutton Associates and Rubicon Capital Partners.




4





Operating
expense was $1,184,944 for the six months ended June 30, 2009, a decrease of
$193,418 or 14%, compared to $1,378,362 for the six months ended June 30, 2008.
Of the total decrease in operating expenses, approximately $83,000 related to
company wide staffing and salary reductions implemented in the first quarter of
2009. Additional reasons for the decrease in operating expenses relate to a
decrease in legal and regulatory spending of approximately $149,800, and a
decrease and travel and entertainment expenditures of approximately
$44,500.





Depreciation
and amortization expense was $87,274 for the six months ended June 30, 2009, an
increase of $21,406 or 32.5% compared to $65,868 for the six months ended June
30, 2008. The primary reason for the increase relates to the assets acquired as
part of the WBBV FM acquisition.





Interest
expense was $152,911  for the six months ended June 30, 2009, an
increase of $45,316 or 42.2% compared to $107,595 for the six months ended June
30, 2008.  The primary source of the increase was interest payments
associated with the two term loans from Remington Partners, Inc.  An
additional increase in interest expense was attributable to the vehicles which
have been financed for the radio station operations.





As a
result of the foregoing revenue and expenses, our overall net loss for the
six-month period ending June 30, 2009 and June 30, 2008 was $372,665 and
$525,278, respectively.





Financial
Condition





Accounts receivable, net of allowance
for doubtful accounts was $947,098 at June 30, 2009, a decrease of $149,218 or
14% compared to $1,096,316 at December 31, 2008.  The drop in sales
revenue from the syndication business is largely attributable to the decrease in
the accounts receivable balance.





Unexercised Stock warrants was $447,836
at June 30, 2009, a decrease of $6,822 compared to $454,658 at December 31,
2008.  In accordance with FAS 133, we record an associated asset and
liability for the issuance of warrants, which is adjusted quarterly using the
Black-Scholes method of  derivative valuation.





In the second quarter of 2009, we
disposed of a Dodge Magnum and a Nissan Xterra through sales to third parties
for $12,000 and $13,300 respectively. As a result of these disposals and
accumulated depreciation on our existing assets, our property and equipment, net
of depreciation, fell to $658,268 compared to $749,416 at December 31,
2008.





Accounts payable at June 30, 2009 was
$862,535, an increase of $331,743 or 47.5% compared to $530,792 at December 31,
2008.  This increase in accounts payable is attributable to a slower
collections cycle and increases in bad debt among automotive advertisers
nationally and locally,  limiting our ability to maintain a normal
payables cycle.





Accrued expenses and taxes at June 30,
2009 were $274,158,  a decrease of $175,723 from December 31,
2008.  This decrease is attributable to payments of accrued audit and
legal fees, as well as accrued contracts for radio programming that have been
fully satisfied.





In January and February of 2008, we
exercised two loans with Remington Partners, Inc. for a total of $750,000 in
notes payable to stockholders. As a result, our notes payable to stockholders
were $750,000 at June 30, 2009 and December 31, 2008.





Liquidity and
Capital Resources





As of
June 30, 2009, our current assets in the amount of $1,446,816, consisted of
$16,385 in cash and cash equivalents, $947.098 in accounts receivable, $85 in
stock warrants receivable, $35,412 in prepaid expenses and $447,836 in
unexercised stock warrants. As of June 30, 2009, our current liabilities in the
amount of $2,329,454, consisted of $862,535 in accounts payable,
$274,158  in accrued expenses and taxes, $750,000 in notes payable to
stockholders, $757,039 in lines of credit and $62,734 in current portion of long
term debt, and $485,523 in unexercised stock warrant loss. This combination of
assets and liabilities resulted in a working capital deficit in the amount of
$882,638.




5





We will
require additional capital to execute our plan to grow through the acquisition
of radio stations and radio station clusters. We do not presently have
sufficient capital to make additional acquisitions. We are in ongoing
negotiations with a lender for line of credit to be determined at the lenders
discretion.  We anticipate releasing details of this financing
agreement through a form 8K in the third quarter of 2009.





Recent
Events





Pending
Acquisitions




During
the fourth quarter of 2007, we signed letters of intent to purchase seven
additional radio stations in two markets.   Two of these
stations, WBBV FM, and KLSM FM were placed under a local marketing agreement on
March 16, 2008.  We signed an asset purchase agreement and filed for
FCC License transfer for WBBV during the first quarter of 2008.  We
received approval from the FCC to proceed with the acquisition during the second
quarter of 2008.  We finalized the acquisition of WBBV during the
third quarter of 2008.  We anticipate placing additional stations
under local marketing agreements and filing asset purchase agreements during the
third and fourth quarters of 2009.





These
markets complement the geography of our existing radio stations and will create
a super-regional clusterTM resulting in an anticipated reduction in operating
costs of up to 17% incrementally.  We anticipate signing asset
purchase agreements, and filing for FCC license transfers for the 6 additional
stations during the third and fourth quarter of 2009.  These
acquisitions will represent overall growth in radio operations of 140% year over
year.





Off
Balance Sheet Arrangements





As of
June 30, 2009, there were no off balance sheet arrangements.





Critical
Accounting Policies





Revenue and Cost
Recognition





We
recognize advertising and programming revenues when our radio programs air with
our contracted radio station affiliates.  Generally, we are paid by a
national advertising agency, which sells the commercial time provided by the
affiliate.





We earn
revenue from the national advertising agency, we also recognize any amounts
attributable to the individual radio programs, which are based on the audience
level generated by the specific program.  Expenses are accrued at the
time the radio programs are run.





Consulting
projects are generally negotiated at a fixed price per project; however, if we
utilize our advertising capacity as part of the consulting project, we will
charge the consulting client in the same manner as the affiliated stations
described more fully above.  Consulting fee income is recognized as
time is incurred under the terms of the contract.





Advertising





We
expense advertising costs as they are incurred.





New Accounting
Pronouncements





We
adopted the provisions of Financial Accounting Standards Board (“FASB”)
Interpretation No. 48, Accounting for Uncertainty in Income Taxes – an
interpretation of FASB Statement No. 109 (“FIN 48”), on May 17,
2007.  This interpretation increases the relevancy and comparability
of financial reporting by clarifying the way companies account for uncertainty
in income taxes.  FIN 48 prescribes a consistent recognition threshold
and measurement attribute, as well as clear criteria for subsequently
recognizing, derecognizing and measuring such tax positions for financial
statement purposes.  The interpretation also requires expanded
disclosure with respect to the uncertainty in income taxes.




6





Item 4T.     Controls and Procedures.





We
carried out an evaluation of the effectiveness of the design and operation of
our disclosure controls and procedures (as defined in Exchange Act Rules
13a-15(e) and 15d-15(e)) as of June 30, 2008. This evaluation was carried out
under the supervision and with the participation of our Chief Executive Officer,
Mr. Steve Ludwig, and our Chief Financial Officer, Ms. Sariah Hopkins. Based
upon that evaluation, our Chief Executive Officer and Chief Financial Officer
concluded that, as of June 30, 2008, our disclosure controls and procedures were
effective.





Disclosure
controls and procedures are controls and other procedures that are designed to
ensure that information required to be disclosed in our reports filed or
submitted under the Securities Exchange Act of 1934, as amended (the “Exchange
Act”) are recorded, processed, summarized and reported, within the time periods
specified in the SEC's rules and forms. Disclosure controls and procedures
include, without limitation, controls and procedures designed to ensure that
information required to be disclosed in our reports filed under the Exchange Act
is accumulated and communicated to management, including our Chief Executive
Officer and Chief Financial Officer, to allow timely decisions regarding
required disclosure.





Limitations on the
Effectiveness of Disclosure Controls and Procedures





Our
management does not expect that our disclosure controls and procedures will
necessarily prevent all fraud and material error. Our disclosure controls and
procedures are designed to provide reasonable assurance of achieving our
objectives and our Chief Executive Officer and Chief Financial Officer concluded
that our disclosure controls and procedures are effective at that reasonable
assurance level. Further, the design of a control system must reflect the fact
that there are resource constraints, and the benefits of controls must be
considered relative to their costs. Because of the inherent limitations in all
control systems, no evaluation of controls can provide absolute assurance that
all control issues and instances of fraud, if any, within the Company have been
detected. These inherent limitations include the realities that judgments in
decision-making can be faulty, and that breakdowns can occur because of simple
error or mistake. Additionally, controls can be circumvented by the individual
acts of some persons, by collusion of two or more people, or by management
override of the internal control. The design of any system of controls also is
based in part upon certain assumptions about the likelihood of future events,
and there can be no assurance that any design will succeed in achieving its
stated goals under all potential future conditions. Over time, control may
become inadequate because of changes in conditions, or the degree of compliance
with the policies or procedures may deteriorate.




7




PART
II - OTHER INFORMATION





Item 1.     Legal Proceedings





None





Item
2.     Unregistered Sales of Equity Securities and Use
of Proceeds





On May
17, 2007, we completed a private placement of 6,430,316 shares of our common
stock at $0.50 per share.  430,316 shares were sold to existing
shareholders in exchange for conversion of their notes to the Predecessor
Company.  The remaining 6,000,000 shares were sold to a number of
investors with no prior relationship to the company.   No
underwriters were involved in this sale of securities. We issued the shares of
common stock to the investors in exchange for a combination of cash and debt
reduction. The transaction was recorded net of financing costs of $23,503. We
used the net proceeds from the private offering for the acquisition of Shamrock
Broadcasting and River Broadcasting Group.




On June
18, 2008, we issued to Wolcott Squared a warrant to purchase 18,408 shares of
our common stock at an exercise price of $0.3925 per share, with an expiration
date of December 17, 2017. The consideration received for this warrant was
services rendered in December of 2007 valued at $7,225.


On June
18, 2008, we issued to Wolcott Squared a warrant to purchase 22,279 shares of
our common stock at an exercise price of $0.51 per share with an expiration date
of January 31, 2018.  The consideration received for this warrant was
services rendered in January of 2008 valued at $11,362.


On June
18, 2008, we issued to Wolcott Squared a warrant to purchase 5,686 shares of our
common stock at an exercise price of $0.51 per share with an expiration date of
February 29, 2018. The consideration received for this warrant was services
rendered in February of 2008 valued at $2,899.


On June
30, 2008, we issued to Politis Communications a warrant to purchase 10,254
shares of our common stock at an exercise price of $0.01 per share, with an
expiration date of June 29, 2018.  The consideration received for this
warrant was services rendered by Politis Communications.


On
September 22, 2008, we  issued to Stephen Ross, a third party, a
warrant to purchase 18,000 shares of Company common stock at an exercise price
of $0.50 per share, with an expiration date of January 31, 2011.  The
consideration we received for this warrant was legal services rendered by
Stephen Ross, Esq,




On
September 22, 2008, we issued to Stephen Ross, a third party,  a
warrant to purchase 27,000 shares of Company common stock at an exercise price
of $0.50 per share, with an expiration date of September 30, 2011. The
consideration we received for this warrant was legal services rendered by
Stephen Ross, Esq,




On
September 30, 2008, we  issued to Politis Communications a warrant to
purchase 5,495 shares of Company common stock at an exercise price of $0.01 per
share, with an expiration date of September 29, 2018.  The
consideration received for this warrant was public relations services rendered
by Politis Communications.




On
December 31, 2008, we issued to Stephen Ross, a third party,  a
warrant to purchase 27,000 shares of Company common stock at an exercise price
of $0.50 per share, with an expiration date of December 31, 2011. The
consideration we received for this warrant was legal services rendered by
Stephen Ross, Esq,




On
December 31, 2008, we  issued to Politis Communications a warrant to
purchase 5,495 shares of Company common stock at an exercise price of $0.01 per
share, with an expiration date December 31, 2018.  The consideration
received for this warrant was public relations services rendered by Politis
Communications.




On April
1, 2009, we issued to Stephen Ross, a third party,  a warrant to
purchase 27,000 shares of Company common stock at an exercise price of $0.50 per
share, with an expiration date of  March 31, 2012.The consideration we
received for this warrant was legal services rendered by Stephen Ross,
Esq,




On June
30, 2009, we issued to Stephen Ross, a third party,  a warrant to
purchase 27,000 shares of Company common stock at an exercise price of $0.50 per
share, with an expiration date of  June 29, 2012.The consideration we
received for this warrant was legal services rendered by Stephen Ross,
Esq,




We
revalue warrants quarterly utilizing the Black-Scholes method.





All of
these warrants were issued in reliance upon the exemption from the registration
requirements of the Securities Act of 1933, as amended (the “Securities Act”),
as set forth in Section 4(2) under the Securities Act and Rule 506 of Regulation
D promulgated thereunder relating to sales by an issuer not involving any public
offering, to the extent an exemption from such registration was
required.




8





On
December 5, 2008, Politis Communications exercised a warrant to purchase 8,500
shares of our common stock at $0.01 per share.  The shares were
authorized by Politis Communications as compensatory gifts to a number of
employees of Politis Communications.  No underwriters were involved in
this warrant exercise.  The underlying shares are restricted and carry
piggy-back registration rights.




On
December 5, 2008, we issued a stock certificate to Mohammed Rahman for 22,026
shares of our common stock at $0.07 per share.  We issued the shares
of common stock to Mohammed Rahman in exchange for services
rendered.  No underwriters were involved in this sale of
securities.  Outside of the existing vendor client relationship the
investor has no prior relationship to the company.  The underlying
shares are restricted and carry piggy-back registration rights.


On
December 3, 2008, we issued a stock certificate to Sariah Hopkins for 42,000
shares of our common stock at $0.07 per share.  We issued the shares
of common stock to Sariah Hopkins as a compensatory bonus for services rendered
in the role of Chief Financial Officer.  The underlying shares are
restricted and carry piggy-back registration rights.




We issued
the above-described shares of our common stock in reliance upon the exemption
from the registration requirements of the Securities Act of 1933, as amended, as
set forth in Section 4(2) under the Securities Act and Rule 506 of Regulation D
promulgated thereunder relating to sales by an issuer not involving any public
offering, to the extent an exemption from such registration was required. The
purchasers represented to us that they were accredited investors as defined in
Rule 501(a) of the Securities Act and that the securities issued pursuant
thereto were being acquired for investment purposes. The sales of these
securities were made without general solicitation or advertising.





Item 4.     Submission of Matters to a Vote of
Security Holders





On July
29, 2009 we held our annual meeting of stockholders.  Matters brought
before stockholders for approval were the ratification of Maddox Unger
Silberstein, PLLC as our registered auditor, the election of our board of
directors, and the amendment of the Company’s Amended and Restated Certificate
of Incorporation to provide for authorization of 50,000,000 shares of preferred
stock, par value $0.003 per share.  Of 19,866,866 shares outstanding,
11,842,841 were present at the meeting.  Tabulation of votes was
provides by CPA Associates, PLLC.





The
results of the vote were:




·
            Ratification
      of Maddox Unger Silberstein, PLLC, as registered
  auditor:


·
            For
      – 11,442,821


·
            Against
      – 0


·
            Abstain
      – 400,000


·
            Election
      of Ron Heineman as a director:


·
            For
      – 11,442,071


·
            Against
      – 0


·
            Abstain
      – 400,750


·
            Election
      of Steven Ludwig as a director:


·
            For
      – 11,442,071


·
            Against
      – 0


·
            Abstain
      – 400,750


·
            Election
      of Robert Marquitz as a director:


·
            For
      – 11,442,071


·
            Against
      – 0


·
            Abstain
      – 400,750


·
            Election
      of Alan Hirsch as a director:


·
            For
      – 11,442,071


·
            Against
      – 0


·
            Abstain
      – 400,750


·
            Election  of
      Harry Lyles as a director:


·
            For
      – 11,442,071


·
            Against
      – 0


·
            Abstain
      – 400,750


·
            Authorization
      of 50,000,000 shares of common stock, par value
  $.0003:


·
            For
      – 11,260,404


·
            Against
      – 80,100


·
            Abstain
      – 502,317





9





Item
6.      Exhibits





Exhibit
      Number
            
            Description
      of Exhibit31.1
            
            Certification of Chief Executive Officer pursuant
      to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the
      Sarbanes-Oxley Act of 200231.2
            
            Certification of Chief Financial Officer pursuant
      to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the
      Sarbanes-Oxley Act of 200232.1
            
            Certification of Chief Executive Officer and Chief
      Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant
      to Section 906 of the Sarbanes-Oxley Act of
  2002





10





SIGNATURES





Purusant to the requirements of the
Securities Exchange Act of 1934, the registrant has duly cause this report to be
signed on its behalf by the undersigned thereunto duly authorized.




DEBUT
      BROADCASTING CORPORATION, INC.August
      11, 2009
              
              /s/ Sariah
      HopkinsSariah
      HopkinsChief
      Financial Officer





11