UNITED
STATES


SECURITIES AND
EXCHANGE COMMISSION


Washington, D.C.
20549




FORM 10-Q




þ
            QUARTERLY
      REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934





For
the quarterly period ended March 31, 2010





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





For
the transition period
from          to





Commission
file number 0001254371




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.)




1011
      Cherry Avenue, Nashville, TN
              
              37203(Address
      of principal executive  offices)
              
              (Zip
      Code)


(615) 301-0001


(Registrants
telephone number, including area code)


Securities
Registered Pursuant to Section 12(b) of the Act:


None


Securities
Registered Pursuant to Section 12(g) of the Act:


CommonStock, par value $0.003per
share





(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  ̈







Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, pr a smaller reporting company. See
definition of “accelerated filer”, “large 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 May
13, 2010, there were 21,366,886 shares of common stock issued and
outstanding.








TABLE OF CONTENTS




PagePART
      I - FINANCIAL INFORMATIONItem
      1.
                Financial
      Statements
                3Item
      2.
                Management’s
      Discussion and Analysis or Plan of Operation
                18Item
      3.
                Qualitative
      and Quantitative Disclosures About Market Risk.
                20PART
      II – OTHER INFORMATIONItem
      1.
                Legal
      Proceedings
                21Item
      2.
                Unregistered
      Sales of Equity Securities and Use of Proceeds
                21Item
      3.
                Defaults
      Upon Senior Securities
                23Item
      4.
                Submission
      of Matters to a Vote of Security Holders
                23Item
      5.
                Other
      Information
                23Item
      6.
                Exhibits
                24




- 2
-




PART
I - FINANCIAL INFORMATION





Item
1. Financial
Statements





Our
      financial statements included in this Form 10-Q are as
      follows:F-1
              Condensed
      Consolidated Balance Sheets as of March 31, 2010 (unaudited) and December
      31, 2009 (audited);F-2
              Consolidated
      Statements of Operations (unaudited) for the three months ended March 31
      2010 and 2009;F-3
              Consolidated
      Statement of Stockholder’s Deficit (unaudited) for the three months ended
      March 31, 2010;F-4
              Consolidated
      Statements of Cash Flows (unaudited) for the three months ended March 31,
      2010 and 2009;




These
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 March 31, 2010 are not
necessarily indicative of the results that can be expected for the full
year.   Balance sheet information as of December 31, 2009 was
derived from the Company’s audited financial statements for the year ended
December 31, 2009.


- 3
-





DEBUT
BROADCASTING CORPORATION, INC.


CONDENSED CONSOLIDATED BALANCE SHEETS





March 31
                      2010
                      (Unaudited)
                    
                    
                    December 31
                      20091ASSETSCurrent
      assetsCash
      and cash equivalents
                    
                    $
                    25,132
                    
                    
                    $
                    62,471Accounts
      receivable, net
                    
                    
                    892,417
                    
                    
                    
                    835,302Prepaid
      expenses
                    
                    
                    54,463
                    
                    
                    
                    23,777Unexercised
      stock warrants
                    
                    
                    1,004,657
                    
                    
                    
                    1,004,658Total
      current assets
                    
                    
                    1,976,669
                    
                    
                    
                    1,926,208Property
      and equipment, net
                    
                    
                    631,965
                    
                    
                    
                    636,130Deposits
                    
                    
                    10,105
                    
                    
                    
                    8,628Goodwill
                    
                    
                    459,280
                    
                    
                    
                    459,280FCC
      licenses
                    
                    
                    1,509,500
                    
                    
                    
                    1,509,500Other
      intangible assets, net
                    
                    
                    1,978,885
                    
                    
                    
                    1,977,408Total
      assets
                    
                    $
                    4,587,521
                    
                    
                    $
                    4,539,746LIABILITIES
      AND STOCKHOLDERS' DEFICITCurrent
      liabilitiesAccounts
      payable
                    
                    $
                    1,085,812
                    
                    
                    $
                    932,121Accrued
      expenses and taxes
                    
                    
                    233,007
                    
                    
                    
                    148,533Notes
      payable to shareholders
                    
                    
                    375,000
                    
                    
                    
                    750,000Lines
      of credit
                    
                    
                    779,651
                    
                    
                    
                    716,407Current
      portion of long-term debt
                    
                    
                    629,490
                    
                    
                    
                    586,167Unrecognized
      stock warrant loss
                    
                    
                    1,033,522
                    
                    
                    
                    1,035,523Total
      current liabilities
                    
                    
                    4,137,267
                    
                    
                    
                    4,168,751Long
      term liabilitiesLeases  payable
                    
                    
                    2,445
                    
                    
                    
                    2,445Long-term
      debt
                    
                    
                    805,405
                    
                    
                    
                    820,767Total
      long term liabilities
                    
                    
                    807,850
                    
                    
                    
                    823,212Total
      liabilities
                    
                    
                    4,945,118
                    
                    
                    
                    4,991,963Stockholders'
      deficitCommon
      stock - $.003 par value, 100,000,000 shares authorized
                    
                    
                    86,601
                    
                    
                    
                    64,601Additional
      paid in capital
                    
                    
                    3,490,121
                    
                    
                    
                    3,137,621Accumulated
      deficit
                    
                    
                    (3,934,319
                    )
                    
                    
                    (3,653,939
                    )Total
      stockholders' deficit
                    
                    
                    (357,597
                    )
                    
                    
                    (452,217
                    )Total
      liabilities and stockholders' deficit
                    
                    $
                    4,587,520
                    
                    
                    $
                    4,539,746





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





1Derived
from the Company’s audited financial statements from the year ended December 31,
2009.


- 4
-





DEBUT
BROADCASTING CORPORATION, INC.


CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS


(Unaudited)





Three months ended March 31,2010
                  
                  
                  2009Net
      Revenue
                  
                  $
                  409,256
                  
                  
                  $
                  474,327Operating
      expensesAdvertising
                  
                  
                  14,039
                  
                  
                  
                  6,739Operating
      expense
                  
                  
                  632,849
                  
                  
                  
                  588,302Depreciation
      expense
                  
                  
                  15,031
                  
                  
                  
                  49,190Merger
      and acquisition related expenses
                  
                  
                  -
                  
                  
                  
                  -Total
      operating expenses
                  
                  
                  661,919
                  
                  
                  
                  644,229Operating
      (loss)
                  
                  
                  (252,663
                  )
                  
                  
                  (169,903
                  )Other
      income and expenseInterest
      expense
                  
                  
                  31,218
                  
                  
                  
                  76,791Interest
      income
                  
                  
                  (3,500
                  )
                  
                  
                  (1,615
                  )Total
      other income and expenses
                  
                  
                  27,718
                  
                  
                  
                  75,177Net
      (loss)
                  
                  $
                  (280,380
                  )
                  
                  $
                  (244,807
                  )




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


- 5
-





DEBUT
BROADCASTING CORPORATION, INC.


CONSOLIDATED
STATEMENT OF STOCKHOLDERS’ DEFICIT


AS
OF MARCH 31, 2010


(UNAUDITED)





Common Stock
                
                
                Additional
                
                
                AccumulatedShares
                
                
                Amount
                
                
                Paid in
                  Capital
                
                
                Deficit
                
                
                TotalBalance,
      January 1, 2008
                
                
                19,794,360
                
                
                $
                30,383
                
                
                $
                3,162,272
                
                
                $
                (2,421,792
                )
                
                $
                770,863Exercise
      of stock warrants
                
                
                8,500
                
                
                
                26
                
                
                
                59
                
                
                
                -
                
                
                
                85Stock
      issued for services
                
                
                22,026
                
                
                
                66
                
                
                
                1,476
                
                
                
                -
                
                
                
                1,542Stock
      issued as compensation
                
                
                42,000
                
                
                
                126
                
                
                
                2,814
                
                
                
                -
                
                
                
                2,940Net
      loss for the year ended December 31, 2008
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                (812,554
                )
                
                
                (812,554
                )Balance,
      December 31, 2008
                
                
                19,866,886
                
                
                
                30,601
                
                
                
                3,166,621
                
                
                
                (3,234,346
                )
                
                
                (37,124
                )Stock
      issued to officers
                
                
                1,500,000
                
                
                
                4,500
                
                
                
                -
                
                
                
                -
                
                
                
                4,500Par
      value correction
                
                
                
                
                
                
                29,000
                
                
                
                (29,000
                )
                
                
                -
                
                
                
                0Net
      loss for the year ended December 31, 2009
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                (419,593
                )
                
                
                (419,593
                )Balance,
      December 31, 2009
                
                
                21,366,886
                
                
                
                64,601
                
                
                
                3,137,621
                
                
                
                (3,653,939
                )
                
                
                (452,217
                )Stock
      issued for conversion of Remington Note
                
                
                7,500,000
                
                
                
                22,000
                
                
                
                352,500
                
                
                
                -
                
                
                
                375,000Net
      Loss for 3 Months Ended March 31, 2010
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                (280,380
                )
                
                
                (280,380
                )Ending
      Balance, March 31, 2010
                
                
                28,866,866
                
                
                $
                86,601
                
                
                $
                3,490,121
                
                
                $
                (3,934,319
                )
                
                $
                (357,597
                )




- 6
-





DEBUT
BROADCASTING CORPORATION, INC. AND SUBSIDIARIES


CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS


(Unaudited)





For the three Months Ended March 31,2010
                                  
                                  
                                  2009Operating
      activities:Net
      loss
                                  
                                  $
                                  (280,380
                                  )
                                  
                                  $
                                  (244,807
                                  )Adjustments
      to reconcile net loss to net cash provided by/(used in) operating
      activities:Depreciation
      and amortization
                                  
                                  
                                  15,031
                                  
                                  
                                  
                                  49,190Changes
      in operating assets and liabilities, net of effects of
      acquisitions:Stock
      issued for debt restructuring
                                  
                                  
                                  375,000
                                  
                                  
                                  
                                  -(Increase)
      decrease in accounts receivable
                                  
                                  
                                  (68,119
                                  )
                                  
                                  
                                  208,630(Increase)
      decrease in other current assets
                                  
                                  
                                  (51,014
                                  )
                                  
                                  
                                  (9,381
                                  )Increase
      (decrease) in accounts payable
                                  
                                  
                                  153,691
                                  
                                  
                                  
                                  181,356Increase
      (decrease) in accrued expenses and taxes
                                  
                                  
                                  84,474
                                  
                                  
                                  
                                  (190,545
                                  )Net
      cash provided by/(used in) operating activities
                                  
                                  
                                  251,591
                                  
                                  
                                  
                                  (5,557
                                  )Investing
      activities:Purchases
      of property and equipment
                                  
                                  
                                  (4,135
                                  )
                                  
                                  
                                  (10,812
                                  )Net
      cash used in investing activities
                                  
                                  
                                  (4,135
                                  )
                                  
                                  
                                  (10,812
                                  )Financing
      activities:Proceeds
      from issuance of stock warrants
                                  
                                  
                                  -
                                  
                                  
                                  
                                  -Proceeds
      from bank credit facility
                                  
                                  
                                  106,567
                                  
                                  
                                  
                                  (402
                                  )Proceeds
      from shareholder notes
                                  
                                  
                                  (375,000
                                  )
                                  
                                  
                                  -Repayment
      of long term debt
                                  
                                  
                                  (15,362
                                  )
                                  
                                  
                                  (29,445
                                  )Net
      cash provided by/(used in) financing activities
                                  
                                  
                                  (283,795
                                  )
                                  
                                  
                                  (29,847
                                  )Net
      increase/(decrease) in cash and cash equivalents
                                  
                                  
                                  (37,339
                                  )
                                  
                                  
                                  (46,216
                                  )Cash
      and cash equivalents at beginning of period
                                  
                                  
                                  62,471
                                  
                                  
                                  
                                  59,143Cash
      and cash equivalents at end of period
                                  
                                  $
                                  25,132
                                  
                                  
                                  $
                                  12,927





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


- 7
-





DEBUT
BROADCASTING CORPORATION, INC.


NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS


MARCH
31, 2010





Note
1 - Organization





Debut
Broadcasting Corporation, Inc. (the “Company”) is located in Nashville,
Tennessee and conducts business from its principal executive office at 1011
Cherry Avenue, Nashville, Tennessee 37203.  The Company relocated to
the current office location on May 1, 2010.  The Company produces and
distributes syndicated radio programs to radio stations across the United States
and Canada.  In addition, the Company owns and operates seven 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 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, 2009.
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.
  - 8
-





DEBUT
BROADCASTING CORPORATION, INC.


NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS


MARCH
31, 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 $14,039 and $6,739 are included in the financial statements for the three
months ended March 31, 2010 and March 31, 2009, 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.





We have
made our initial radio station acquisitions without taking on any additional
debt financing. However, debt financing may be advisable and attractive as we
contemplate future additional acquisitions.





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 be recourse
to the shareholders, although some or all of the indebtedness may be recourse to us.
However, each obligation will be secured by a first lien and/or second lien
security interest
in the financed Property. It is probable that all of our Properties will be
subject to substantial
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, principal amortization
(if any), and principal on primary indebtedness. Next, operating revenues will 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.




- 9
-




DEBUT
BROADCASTING CORPORATION, INC.


NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS


MARCH
31, 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 March 31,
2009.





Market
                      Stations
                      
                      CityofLicense
                      
                      Frequency
                      
                      Expiration Date of
                        License
                      FCC
                        Class
                      
                      Height
                        Above
                        Average
                        Terrain
                        (infeet)
                      
                      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
                      
                      3000


- 10
-





DEBUT
BROADCASTING CORPORATION, INC.


NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS


MARCH
31, 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. As
required by the provisions for the topic of Accounting for Uncertainty in Income
Taxes of FASB ASC, our  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 46 has created any material differences in
comparability between the three months ended March 31, 2009, and the three
months ended March 31, 2010.





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 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,


- 11
-





DEBUT
BROADCASTING CORPORATION, INC.


NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS


MARCH
31, 2009





Note 4 - Loss Per Share -
Continued





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, 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.





On
September 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  April 1, 2012. The consideration we received for this warrant was
legal services rendered by Stephen Ross, Esq.





On
December 31, 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.





On
September 21, 2009, the Company issued to Riverfalls Financial Partners, LLC, an
option to purchase 30,000,000 shares of Company common stock at an exercise
price of $0.05 per share, with an expiration date of July 31,
2011.  This option was excluded from valuation as the volatility
associated with the stock price and the percentage of ownership this option
represents prevented an accurate valuation.  Should Riverfalls
Financial Partners, LLC execute this option their ownership would represent a
60% controlling interest in the company for an investment of
$1,500,00.





We
revalue warrants quarterly utilizing the Black-Scholes method.





All of
these warrants and options 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 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.




- 12
-





DEBUT
BROADCASTING CORPORATION, INC.


NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS


MARCH
31, 2009





Note 4 - Loss Per Share -
Continued





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 an officer for 42,000 shares
of our common stock at $0.07 per share.  We issued the shares of
common stock to the officer  as a compensatory bonus for services
rendered.  The underlying shares are restricted and carry piggy-back
registration rights.





On
December 31, 2009, we issued a stock certificate to an officer for 500,000
shares of common stock at $0.003 per share.  We issued the shares of
common stock to the officer as consideration for his personal guaranties of
company debt according to the terms of his executive employment agreement dated
May 7, 2009.  The underlying shares are restricted and carry
piggy-back registration rights.





On
December 31, 2009, we issued a stock certificate to an officer for 500,000
shares of common stock at $0.003 per share.  We issued the shares of
common stock to the officer as consideration for his personal guaranties of
company debt according to the terms of his executive employment agreement dated
May 7, 2009.  The underlying shares are restricted and carry
piggy-back registration rights.





On
December 31, 2009, we issued a stock certificate to an officer for 500,000
shares of common stock at $0.003 per share.  We issued the shares of
common stock to the officer as consideration for her personal guaranties of
company debt according to the terms of her executive employment agreement dated
May 7, 2009. The underlying shares are restricted and carry piggy-back
registration rights.





The
Company 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.





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
                
                March 31,
                  2010
                
                
                December
                  31, 2009Land
                
                
                $
                49,500
                
                
                $
                49,500Buildings
      and building improvements
                5 –
      10 years
                
                
                138,705
                
                
                
                138,705Towers
      and studio equipment
                5
      - 30 years
                
                
                412,176
                
                
                
                412,176Furniture,
      fixtures and equipment
                3 –
      7 years
                
                
                296,430
                
                
                
                285,563Automotive
                3 - 5
      years
                
                
                153,383
                
                
                
                153,383Accumulated
      depreciation
                
                
                
                (418,229
                )
                
                
                (403,297
                )Property
      and equipment, net
                
                
                $
                631,965
                
                
                $
                636,130




- 13
-





DEBUT
BROADCASTING CORPORATION, INC.


NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS


MARCH
31, 2009





Note 5 - Property and
equipment - Continued





Of the
$631,965  in Net Property and Equipment as of March 31, 2010, $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.





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 4.75% at March
31, 2009. The note matures on May 3, 2010.  The balance of the line of
credit at both March 31, 2010 and 2009 was $0 and $75,000
respectively.





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 August 31, 2009, and required monthly interest payments accruing
at an initial rate of 7.58% and a current rate of 4.35938% at March 31, 2009.
The rate is subject to monthly changes based on an independent index plus
2.25%.





The notewas 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
balance was paid off in full on December 18, 2009.   The principal balance atMarch 31, 2010and 2009was$0and $199,297, respectively.





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 matured on August 22, 2009 and was converted to a term
loan.





The note
was 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.  The balance
of the loan at March 31, 2010  and  2009 was $0 and $499,914
respectively.





On
December 18, 2009, the Company signed a promissory note with Crestmark Bank for
$400,000.  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 variable monthly installments at a
rate of prime plus 2.75% for the applicable index period.  The balance
of the loan at March 31, 2010 and 2009 was $297,704 and $0
respectively





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, The Marketing Group, after
the signing of the related agreement.


- 14
-





DEBUT
BROADCASTING CORPORATION, INC.


NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS


MARCH
31, 2009


Note 7 - Notes Payable to
Shareholders





Debut Broadcasting
Shareholder Notes





On
January 21, 2008 the Company entered into a loan agreement with Remington
Capital Partners for $250,000.   This loan agreement included
warrant coverage for 62,500 shares of common stock, 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 entered into a loan agreement with Remington
Capital Partners for $500,000.   This loan agreement included
warrant coverage for 125,000 shares of common stock, 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
January 7, 2010 the company converted $375,000 of the outstanding balance of the
Remington Capital Partners loan to shares of common stock of the
company.  The remaining $375,000 balance is to be paid interest only
at a rate of 12% per year through 2010, at which time it will automatically
convert to a term loan.





Total
interest expense associated with the shareholder loans for the three months
ended March 31, 2010 and 2009 was $12,123 and $34,397 respectively. 
Accrued interest due to shareholders was $0 and $0 as of March 31, 2010 and
2009, 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  2.58313%  as of March 31, 2009. The loan was
secured by all inventory, chattel paper, accounts, equipment and general
intangibles of the Company.  The loan would have matured
on  August 30, 2011 and was 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 March 31,
2010 and 2009 was $0 and $1,154 respectively. The balance was settled on
December 18, 2009.   The balance of the loan at March 31,
2009 was $152,550 of which $41,365 was classified as current portion of
long-term debt.  The balance of the loan at March 31, 2010 was
$0.00.





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.  The company
negotiated a settlement of $24,322 to be paid to Citadel Communications in one
lump sum, which was accepted on September 21, 2009 by Citadel
Communications.Total
interest expense on the Citadel Communications loan for the three months ended
March 31, 2010 and 2009 was $0 and $10,428 respectively.  The balance
of the loan at both March 31, 2010 and 2009 was $0 and $347,491
respectively.


- 15
-





DEBUT
BROADCASTING CORPORATION, INC.


NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS


MARCH
31, 2009





Note 8 - Loans Payable -
Continued





SunTrust
Bank Loan





On August
28, 2009, the company converted an existing line of credit with SunTrust Bank
into a new term loan.  The note requires monthly interest payment
accruing at an initial rate of 6.0% and a current rate of 6.0% at March 31,
2010. The rate is subject to monthly changes based on an independent index plus
1.00%, and matures on August 28, 2011. 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.  The principal balance at March 31, 2010 and 2009
was $481,945 and $0 respectively.





Riverfalls
Financial Services LLC





On
September 21, 2009, the Company signed an unsecured convertible promissory note
with Riverfalls Financial for $1,500,000.  The loan matures on July
31, 2010 and requires interest to be paid on maturity at a rate of
12%.  The balance of the loan at March 31, 2010 and 2009 was $600,000
and $0.  The Riverfalls Financial loan additionally guaranties options
to purchase 30,000,000 shares of common stock of the company on or before July
31, 2011 at a strike price of $0.05 per share.





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 will
be 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 three months ended March 31, 2010
and 2009 was $1,313 and $2,875  respectively.  The principal balance
of the vehicle loans as of March 31, 2010 and 2009 was $59,091 and $123,730
respectively.  At March 31, 2010, $24,751 was classified as the
current portion.


- 16
-





DEBUT
BROADCASTING CORPORATION, INC.


NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS


MARCH
31, 2009





Note 8 - Loans Payable -
Continued





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 three months ended March 31, 2010
and 2009 was $0 and $62, respectively. The principal balance of the capital
lease as of March 31, 2010 and 2009 was $7,439 and $9,509 respectively.  At
March 31, 2010, $4,994 was classified as the current portion of the
lease.





Note 9 - Shareholders’
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
shareholders in the amount of $215,158 into 430,316 shares of Company common
stock at $0.50 per share.





The
pre-merger shareholders 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





None


- 17
-





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 2010 indicated that overall radio
broadcast revenues declined 18% in 2009, and projected a very slow turnaround
from this decline.  Despite this report, we realized growth in all of
markets except for the Mississippi Delta market, and were not affected by the
economic slowdown.  Non-broadcast radio revenue (“non-spot revenue”)
remained steady during the first 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
three months ended March 31, 2010, combined net revenue from radio, multi-media,
media purchasing and syndication decreased 13.2% compared to the same period in
2009.  100% of this decline was attributable to the Mississippi Delta
market, which began operating under a Local Marketing Agreement with Delta
Radio, LLC on April 1, 2010 minimizing our exposure to potential future losses
from this region.





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.




- 18
-




Results
of Operations





For
the three months ended March 31, 2010 and 2009





On a
consolidated basis, we generated $409,256  in net revenue for the
quarter ended March 31, 2010, a decrease of $65,071 or 13.2%, compared to
$474,327 for the quarter ended March 31, 2009.  This decrease relates
to a decline in sales growth in the Greenville, Mississippi radio station
market, specifically in our owned and operated radio broadcast stations WBAQ FM,
WIQQ FM, and WNIX AM.  Our radio syndication sales increased 20.5% and
our Vicksburg Mississippi owned and operated  radio stations realized
growth of  21.5% in the same period.





On a
consolidated basis, advertising expense was $14,039 for the quarter ended March
31, 2010 an increase of 7,300 or 108%, compared to $6,739 for the quarter ended
March 31, 2009.  This increase is attributable to
an  investor relations contract  that was entered into
between Debut Broadcasting and Agoracom, Inc during 2008.  This
contract is now expired.





On a
consolidated basis, operating expense was $632,849 for the quarter ended March
31, 2010, an increase of $44,547 or 7.5%, compared to $588,302 for the quarter
ended March 31, 2009. The increase in operating expenses, relates to staffing
adjustments, and is expected to be a temporary increase affecting the first
quarter, only.





On a
consolidated basis, depreciation and amortization expense was $15,031 for the
quarter ended March 31, 2010, a decrease of $34,159 or 69.5%, compared to
$49,140 for the quarter ended March 31, 2009. The primary reason for the
decrease relates to the disposal of automobiles associated with the Mississippi
radio stations during 2009.





As a
result of the foregoing revenue and expenses, our overall net loss for the three
month period ending March 31, 2010 and March 31, 2009 was $280,380 and $244,807,
respectively.




Liquidity and
Capital Resources





As of
March 31, 2010, we had current Assets in the amount of $1,976,669, consisting of
$25,132  in Cash and Cash Equivalents, $892,417 in Accounts
Receivable, $1,059,120  in Other Current Assets. As of March 31, 2010,
we had Current Liabilities in the amount of $4,137,267, consisting of
$1,085,812  in Accounts Payable, $233,007  in Accrued
Expenses and Taxes, $375,000 in notes payable to shareholders, $779,651 in Lines
of Credit, $629,40  in Current Portion of Long Term Debt, and
1,033,522 in other current liabilities. This combination of assets and
liabilities resulted in a working capital deficit in the amount of
$2,939,598.  The working capital deficit is largely attributable to
the overall decline in the radio advertising industry in 2009
and  seasonality in the radio advertising industry.





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 acquisitions or to guarantee our continued long-term
operations. We intend to raise additional capital over the next twelve months
through equity raises.





Recent
Events





On April
1, 2010 the company entered into a local marketing agreement with Delta Radio,
LLC, a Nevada limited liability company.  This local marketing
agreement allows Delta Radio LLC to manage the company’s owned radio stations
WNIX AM, WBAQ FM, and WIQQ FM.  Delta Radio LLC additionally assumes
all liabilities associated with operating these stations.  The company
has agreed to sell these owned radio stations to Delta Radio LLC for $300,000 on
or before March 31, 2011, at Delta Radio, LLC’s request.





On May 1,
2010 the company relocated its principal executive offices to 1011 Cherry
Avenue, Nashville, TN 37203.  The location the company previously
occupied was sold, with the new owner taking over occupancy of all
spaces.  Additionally, the company was able to secure a larger office
space for a decrease in monthly rental expense.  The company believes
the new executive office location will benefit the company by providing the
space needed for growth through acquisition.




- 19
-




Off
Balance Sheet Arrangements





As of
March 31, 2010, there were no off balance sheet arrangements.





Critical
Accounting Policies





In
December 2001, the SEC requested that all registrants list their most “critical
accounting polices” in the Management Discussion and Analysis. The SEC indicated
that a “critical accounting policy” is one which is both important to the
portrayal of a company’s financial condition and results, and requires
management’s most difficult, subjective or complex judgments, often as a result
of the need to make estimates about the effect of matters that are inherently
uncertain. We believe that the following accounting policies fit this
definition.





Revenue and Cost
Recognition





The
Company recognizes its advertising and programming revenues 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.





Advertising





The
Company expenses advertising costs as they are incurred. Total advertising costs
of $14,039 and $6,739 are included in the financial statements for the quarter
ended March 31, 2010 and March 31, 2009, respectively.





Reclassifications





To
maintain consistency and comparability, certain amounts from prior years have
been reclassified and combined, where appropriate, to conform to the
current-year financial statement presentation.





New Accounting
Pronouncements





The
Company 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





Item 4.     Qualitative and Quantitative
Disclosures About Market Risk.





None





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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, 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.





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On
September 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  April 1, 2012. The consideration we received for this warrant was
legal services rendered by Stephen Ross, Esq.





On
December 31, 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.





On
September 21, 2009, the Company issued to Riverfalls Financial Partners, LLC, an
option to purchase 30,000,000 shares of Company common stock at an exercise
price of $0.05 per share, with an expiration date of July 31,
2011.  This option was excluded from valuation as the volatility
associated with the stock price and the percentage of ownership this option
represents prevented an accurate valuation.  Should Riverfalls
Financial Partners, LLC execute this option their ownership would represent a
60% controlling interest in the company for an investment of
$1,500,00.





We
revalue warrants quarterly utilizing the Black-Scholes method.





All of
these warrants and options 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 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 an officer for 42,000 shares
of our common stock at $0.07 per share.  We issued the shares of
common stock to the officer  as a compensatory bonus for services
rendered.  The underlying shares are restricted and carry piggy-back
registration rights.





On
December 31, 2009, we issued a stock certificate to an officer for 500,000
shares of common stock at $0.003 per share.  We issued the shares of
common stock to the officer as consideration for his personal guaranties of
company debt according to the terms of his executive employment agreement dated
May 7, 2009.  The underlying shares are restricted and carry
piggy-back registration rights.





On
December 31, 2009, we issued a stock certificate to an officer for 500,000
shares of common stock at $0.003 per share.  We issued the shares of
common stock to the officer as consideration for his personal guaranties of
company debt according to the terms of his executive employment agreement dated
May 7, 2009.  The underlying shares are restricted and carry
piggy-back registration rights.





On
December 31, 2009, we issued a stock certificate to an officer for 500,000
shares of common stock at $0.003 per share.  We issued the shares of
common stock to the officer as consideration for her personal guaranties of
company debt according to the terms of her executive employment agreement dated
May 7, 2009. 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.





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Item 3.     Defaults upon Senior
Securities





None





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





No
matters have been submitted to our security holders for a vote, through the
solicitation of proxies or otherwise, during the quarterly period ended March
31, 2010.





Item
4T.   Controls and Procedures




As
required by Rule 13a-15 of the Securities Exchange Act of 1934, our principal
executive officer and principal financial officer evaluated our company's
disclosure controls and procedures (as defined in Rules 13a-15(e) of the
Securities Exchange Act of 1934) as of the end of the period covered by this
report. Based on this evaluation, our principal executive officer and principal
financial officer concluded that as of the end of the period covered by this
report, these disclosure controls and procedures were not effective to ensure
that the information required to be disclosed by our company in reports it files
or submits under the Securities Exchange Act of 1934 is recorded, processed,
summarized and reported within the time periods specified in the rules and forms
of the Securities Exchange Commission and to ensure that such information is
accumulated and communicated to our company's management, including our
principal executive officer and principal financial officer, to allow timely
decisions regarding required disclosure. The conclusion that our disclosure
controls and procedures were not effective was due to the presence of the
following material weaknesses in internal control over financial reporting which
are indicative of many small companies with small staff: inadequate segregation
of duties and effective risk assessment.  Management anticipates that
such disclosure controls and procedures will not be effective until the material
weaknesses are remediated.




We plan
to take steps to enhance and improve the design of our internal controls over
financial reporting. During the period covered by this quarterly report on Form
10-Q, we have not been able to remediate the material weaknesses identified
above. To remediate such weaknesses, we plan to implement the following changes
during our fiscal year ending December 31, 2010: (i) appoint additional
qualified personnel to address inadequate segregation of duties and ineffective
risk management.   The remediation effort set out above are in
process, and we are actively seeking qualified personnel to appoint to our
staff, and will add qualified staff as budget constraints permit.




Because
of the inherent limitations in all control systems, no evaluation of controls
can provide absolute assurance that all control issues, if any, within our
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.




Changes
in Internal Control over Financial Reporting




There has
been no change in the internal control over financial reporting identified in
connection with the evaluation required by paragraph (d) of ss.240.13a -15 or
ss.240.15d -15 of the Exchange Act that occurred during the Company's last
fiscal quarter that has materially affected, or is reasonably likely to
materially affect, the Company's internal control over financial
reporting.





Item 5.     Other Information





None.




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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




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