**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
                1934****For
                the quarterly period ended June 30, 2008****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 0-50762**




**DEBUT
      BROADCASTING CORPORATION, INC.**


*(Exact
      name of registrant as specified in its charter)*




**Nevada**
            
            **88-0417389***(State
                or other jurisdiction of incorporation or
                organization)*
            
            *(I.R.S.
                Employer Identification No.)***1209
                16****th****Ave South, 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 filer o Accelerated
      filer o Non-accelerated
      filer o Smaller
      Reporting Company þ




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
      June 30, 2008, there were 19,794,360 shares of common stock issued and
      outstanding.











**TABLE
      OF CONTENTS**





PagePART
                I - FINANCIAL INFORMATIONItem
                1.
            Financial
                Statements
            3Item
                2.
            Management’s
                Discussion and Analysis of Financial Condition and Results of
                Operations
            4Item
                4T.
            Controls
                and Procedures
            8PART
                II - OTHER INFORMATIONItem
                2.
            Unregistered
                Sales of Equity Securities and Use of Proceeds
            10Item
                4.
            Submission
                of Matters to a Vote of Security Holders
            10Item
                6.
            Exhibits
            11





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, 2008 and December 31,
                2007F-2
            Consolidated
                Statements of Operations and Accumulated Deficit for the three months
                and
                six months ended June 30, 2008 and 2007F-3
            Consolidated
                Statements of Cash Flows for the three months and six months ended
                June
                30, 2008 and 2007




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, 2008
      are
      not necessarily indicative of the results that can be expected for the full
      year.  Balance sheet information as of December 31, 2007 was derived from
      the Company’s audited financial statements for the year ended December 31,
      2007.




3





**DEBUT
      BROADCASTING CORPORATION, INC.**


**CONDENSED
      CONSOLIDATED BALANCE SHEET****S**





June 30,
            
            December 31,2008
            
            2007(Unaudited)ASSETSCurrent
                assetsCash
                and cash equivalents
            
            $
            221,416
            
            $
            8,643Accounts
                receivable, net
            
            
            1,193,989
            
            
            650,580Other
                current assets
            
            
            479,268
            
            
            45,723Total
                current assets
            
            
            1,894,673
            
            
            704,946Property
                and equipment, net
            
            
            720,991
            
            
            541,159Goodwill
            
            
            79,280
            
            
            79,280FCC
                licenses
            
            
            1,037,000
            
            
            1,037,000Other
                intangible assets, net
            
            
            1,928
            
            
            13,925Total
                assets
            
            $
            3,733,874
            
            $
            2,376,310LIABILITIES
                AND STOCKHOLDERS' EQUITYCurrent
                liabilitiesAccounts
                payable
            
            $
            473,611
            
            $
            339,734Accrued
                expenses and taxes
            
            
            1,249,574
            
            
            339,442Notes
                payable
            
            
            -
            
            
            -Notes
                payable to stockholders
            
            
            750,000
            
            
            -Lines
                of credit
            
            
            274,297
            
            
            239,297Current
                portion of long-term debt
            
            
            66,918
            
            
            85,600Total
                current liabilities
            
            
            2,814,400
            
            
            1,004,073Long
                term liabilitiesLong-term
                debt
            
            
            672,691
            
            
            601,374Total
                long term liabilities
            
            
            672,691
            
            
            601,374Total
                liabilities
            
            
            3,487,091
            
            
            1,605,447Stockholders'
                equityCommon
                stock - $.003 par value, 100,000,000 shares authorized; 19,794,360
                shares
                issued and outstanding
            
            
            30,383
            
            
            30,383Additional
                paid in capital
            
            
            3,162,272
            
            
            3,162,272Accumulated
                deficit
            
            
            (2,945,873
            )
            
            (2,421,792
            )Total
                stockholders' equity
            
            
            246,782
            
            
            770,863Total
                Liabilities & Equity
            
            $
            3,733,874
            
            $
            2,376,310


1 Derived
        from the Company’s audited financial statements from the year ended December 31,
        2007.


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




F-1





**DEBUT
      BROADCASTING CORPORATION, INC.**


**CONDENSED
      CONSOLIDATED STATEMENTS OF OPERATIONS AND ACCUMULATED
      DEFICIT**


**(Unaudited)**





Three Months Ended June 30,
            
            Six Months Ended June 30,2008
            
            2007
            
            2008
            
            2007Net
                Revenue
            
            $
            726,438
            
            $
            607
            
            $
            1,177,783
            
            $
            264,074Operating
                ExpensesAdvertising
            
            
            113,260
            
            
            12,362
            
            
            152,740
            
            
            30,015Operating
                Expense
            
            
            773,383
            
            
            311,800
            
            
            1,378,362
            
            
            551,617Depreciation
                Expense
            
            
            32,396
            
            
            6,703
            
            
            65,868
            
            
            11,412Merger
                and Acquisition Related Expenses
            
            
            895
            
            
            255,974
            
            
            895
            
            
            339,928Total
                Operating Expenses
            
            
            919,934
            
            
            586,839
            
            
            1,597,865
            
            
            932,972Operating
                Loss
            
            
            (193,496
            )
            
            (586,232
            )
            
            (420,082
            )
            
            (668,898
            )Other
                Income and ExpenseInterest
                Income
            
            
            (1,585
            )
            
            (10,117
            )
            
            (2,399
            )
            
            (10,117
            )Interest
                Expense
            
            
            71,374
            
            
            26,159
            
            
            107,595
            
            
            53,074Total
                Other Income and Expense
            
            
            69,789
            
            
            16,042
            
            
            105,196
            
            
            42,957Net
                Loss
            
            $
            (263,285
            )
            $
            (602,274
            )
            $
            (525,278
            )
            $
            (711,855
            )Accumulated
                Deficit at the Beginning of the Period
            
            
            (2,682,588
            )
            
            (834,778
            )
            
            (2,545,315
            )
            
            (725,197
            )Accumulated
                Deficit at the End of the Period
            
            
            (2,945,873
            )
            
            (1,437,052
            )
            
            (3,070,593
            )
            
            (1,437,052
            )Loss
                per common shareBasic
            
            
            (0.0133
            )
            
            (0.0304
            )
            
            (0.0265
            )
            
            (0.0359
            )Weighted
                average number of shares outstanding, basic
            
            
            19,794,360
            
            
            19,794,360
            
            
            19,794,360
            
            
            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 30,2008
            
            2007
            
            2008
            
            2007Operating
                Activities:Net
                Loss
            
            $
            (263,284
            )
            $
            (602,275
            )
            $
            (524,080
            )
            $
            (711,755
            )Adjustments
                    to reconcile net loss to net cash provided by/used in operating
                    activities:Depreciation
                and amortization
            
            
            32,397
            
            
            6,703
            
            
            65,869
            
            
            11,412Changes
                    in operating assets and liabilities, net effects of
                    acquisitions(Increase)
                decrease in accounts receivable
            
            
            (306,803
            )
            
            (128,271
            )
            
            (543,939
            )
            
            (129,520
            )(Increase)
                decrease in other current assets
            
            
            (305,849
            )
            
            (33,265
            )
            
            (434,944
            )
            
            (33,265
            )Increase
                (decrease) in accounts payable
            
            
            257,024
            
            
            152,669
            
            
            133,877
            
            
            193,740Increase
                (decrease) in accrued expenses and taxes
            
            
            673,648
            
            
            218,158
            
            
            907,295
            
            
            226,183Net
                cash provided by (used in) operating activities
            
            
            350,418
            
            
            215,994
            
            
            128,159
            
            
            268,550Investing
                Activities:Purchases
                of property and equipment
            
            
            (161,342
            )
            
            (1,435,094
            )
            
            (212,474
            )
            
            (1,436,416
            )Net
                cash used in investing activities
            
            
            (161,342
            )
            
            (1,435,094
            )
            
            (212,474
            )
            
            (1,436,416
            )Financing
                Activities:Proceeds
                from issuance of stock warrants
            
            
            (213,753
            )
            
            -
            
            
            18,001
            
            
            -Proceeds
                from bank credit facility
            
            
            59,036
            
            
            69,995
            
            
            94,036
            
            
            84,995Proceeds
                from stockholder notes
            
            
            -
            
            
            (215,158
            )
            
            750,000
            
            
            (215,158
            )Repayment
                of long-term debt
            
            
            (754
            )
            
            (68,000
            )
            
            (22,868
            )
            
            (80,865
            )Proceeds
                from issuance of common stock
            
            
            -
            
            
            3,191,655
            
            
            -
            
            
            3,191,655Net
                cash provided by financing activities
            
            
            (155,471
            )
            
            2,978,492
            
            
            839,169
            
            
            2,980,627Net
                (decrease) increase in cash and cash equivalents
            
            
            (229,680
            )
            
            1,157,117
            
            
            230,773
            
            
            1,101,006Cash
                and cash equivalents at beginning of period
            
            
            451,096
            
            
            30,003
            
            
            8,643
            
            
            86,112Cash
                and cash equivalents at end of period
            
            $
            221,416
            
            $
            1,187,121
            
            $
            221,416
            
            $
            1,187,121





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





F-3


**Note
      1 - Organization**





Debut
      Broadcasting Corporation, Inc. (the “Company”) is located in Nashville,
      Tennessee and conducts business from its principal executive office at 1209
      16th
      Avenue South, Nashville, Tennessee 37212. The Company produces and distributes
      syndicated radio programs to radio stations across the United States and Canada.
      In addition, the Company owns and operates five radio stations in Mississippi.





The
      Company maintains radio syndication in Nashville and produces and distributes
      15
      radio programs, which are broadcast over approximately 1,400 radio station
      affiliates. These radio programs have an estimated 45 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.





On
      May
      17, 2007, the Company consummated a reverse merger with California News Tech,
      a
      public company that was organized in Nevada. Media Sentiment, Inc. (“MSI”), a
      wholly-owned subsidiary of California News Tech, held all of the assets and
      operations of California News Tech at the date of the merger (see Note 10 –
Business Combinations). Pursuant to a Post-Merger Operating Agreement, dated
      as
      of May 17, 2007, MSI and the Company agreed to operate as separate businesses
      after the reverse merger, with neither entity exercising control over the assets
      or operations of the other.





On
      June
      27, 2007, MSI filed a registration statement with the SEC with respect to the
      issued and outstanding shares of common stock of MSI for the purpose of
      completing a spin-off of MSI by transferring all of the shares of common stock
      of MSI to stockholders of record of California News Tech as of April 20, 2007.
      We anticipate completing the spin-off of MSI during August of 2008.





**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.





These
      interim results do not include the assets, liabilities and operations of the
      non-controlled subsidiary MSI, which the Company expects to spin-off during
      the
      third quarter of 2008.





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,
      2007.
      All adjustments were of a normal recurring nature unless otherwise disclosed.
      In
      the opinion of management, all adjustments necessary for a fair statement of
      the
      results of operations for the interim period have been included. The results
      of
      operations for such interim periods are not necessarily indicative of the
      results for the full year.





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. On July 24, 2008, we
      received a term sheet for an acquisition and working capital loan for $500,000.
      Additionally, on August 12, 2008 we received a commitment letter from a
      commercial bank for a line of credit for $500,000. The board of directors is
      in
      the process of reviewing the associated terms of these loan offerings. We intend
      to raise additional capital over the next 12 months through equity offerings
      or
      by incurring debt.




F-4




**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. The following table shows
      activity in our allowance for doubtful accounts:





December
                31, 2007
            
            $
            20,299Charged
                to expense
            
            $
            24,831Deductions
            
            $
            (19,921
            )March
                31, 2008
            
            $
            15,389Charged
                to expense
            
            $
            31,301Deductions
            
            $
            (31,636
            )June
                30, 2008
            
            $
            20,256





**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 radio programs, which are based
      on
      the audience level generated by the specific program. Individual radio programs
      operate under revenue sharing agreements pursuant to which the Company retains
      a
      portion of revenue and disburses a pro rata share of revenue to licensors of
      any
      programming which the Company licenses. The relational billing, collections
      and
      expenses are disclosed providing transparency to licensors. For individual
      radio
      programs that are produced internally by the Company, a similar analysis and
      calculation is performed to determine the sustained viability of the production
      concept. Approximately half of the programming produced is wholly-owned by
      the
      Company, and the other half is licensed from various programming partners
      (licensors).





Under
      generally accepted accounting principles for accrual based accounting, expenses
      related to individual shows are accrued at the time the radio programs are
      run
      and the related revenue is recognized when advertising is billed from the
      national advertising agency. Disbursements are made monthly to third party
      producers based on current month collections. Twenty percent of outstanding
      collections delinquent over 90 days are held as an allowance for doubtful
      accounts.




Volume
      growth is achieved in national advertising revenue through the sale of
      syndicated programming to radio station affiliates. Advertising rates are
      affected by the overall audience size as determined by national radio ratings.
       The Company’s overall advertising revenue potential is largely a function
      of audience size and the quantity of advertising available for sale.




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 it charges 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 $113,260 and $12,362 are included in the financial statements for the three
      months ended June 30, 2008 and June 30, 2007, respectively. Total advertising
      costs of $152,740 and $30,015 are including in the financial statements for
      the
      six months ended June 30, 2008.




F-5




**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 three and six months ended June 30,
      2007, and the three and six months ended June 30, 2008.





**Note
      4 - Loss Per Share**





We
      present basic loss per share on the face of the consolidated statements of
      operations. As provided by Statement of Financial Accounting Standards No.
      128,
      Earnings Per Share, basic income 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 Company common stock at an exercise price of $0.3925 per share, with
      an expiration date of December 17, 2017.





On
      June
      18, 2008, the Company issued to Wolcott Squared a warrant to purchase 22,279
      shares of Company common stock at an exercise price of $0.51 per share, with
      an
      expiration date of January 31, 2018.





On
      June
      18, 2008, the Company issued to Wolcott Squared a warrant to purchase 5,686
      shares of Company common stock at an exercise price of $0.51 per share, with
      an
      expiration date of February 29, 2018.





On
      June
      30, 2008, the Company issued to Politis Communications a warrant to purchase
      10,254 shares of Company common stock at an exercise price of $0.91 per share,
      with an expiration date of June 29, 2018.





On
      June
      30, 2008, the Company issued to Rubicon Capital Partners, a warrant to purchase
      20,714 shares of Company common stock at an exercise price of $1.05 per share,
      with an expiration date of June 29, 2018.





On
      June
      30, 2008, the Company issued to Rubicon Capital Partners, a warrant to purchase
      1,312 shares of Company common stock at an exercise price of $0.50 per share,
      with an expiration date of June 29, 2018.





Warrants
      are accounted for under the guidelines of SFAS 133, *Accounting
      for Derivative Instruments and Hedging Activities.*




F-6




As
      of
      June 30, 2008, all warrants include registration rights, but have not yet been
      registered. The Company revalues warrants quarterly utilizing the Black-Scholes
      method.





All
      shares of common stock and prices have been restated in the accompanying
      consolidated financial statements and notes to give effect to the reverse merger
      of the Company with California News Tech. Therefore, the calculation of income
      per share is based on the number of shares of Company common stock outstanding
      assuming the reverse merger was completed on January 1, 2006.





**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 30 years. Property and
      equipment are summarized as follows:





Estimated
              Useful Life
            
            June 30,
              2008
            
            December
              31, 2007Land
            
            
            
            
            $
            49,500
            
            $
            49,500Buildings
                and building improvements
            
            
            5
                – 10 years
            
            
            110,223
            
            
            71,810Towers
                and studio equipment
            
            
            5
                - 30 years
            
            
            355,604
            
            
            314,666Furniture,
                fixtures and equipment
            
            
            3
                – 7 years
            
            
            217,860
            
            
            150,515Automotive
            
            
            3
                - 5 years
            
            
            186,938
            
            
            101,858Accumulated
                depreciation
            
            
            
            
            
            (199,135
            )
            
            (147,190
            )Property
                and equipment, net
            
            
            
            
            $
            720,991
            
            $
            541,159





Of
      the
      $701,688 in net property and equipment as of June 30, 2008, $292,947 was added
      through the acquisition of five broadcast radio stations during the second
      quarter of 2007 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 7.5% at June 30, 2008. The note
      matures on May 3, 2009. The balance of the line of credit at both June 30,
      2008
      and 2007 was $75,000.





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 matures on July 31, 2008, and requires monthly interest payments accruing
      at an initial rate of 7.58% and a current rate of 4.69813% at June 30, 2008.
      The
      rate is subject to monthly changes based on an independent index plus 2.25%.





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, 2008 and 2007 was $199,297 and $165,375, respectively.




F-7




**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
      January 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
      February 28, 2009.





Total
      interest expense associated with the stockholder loans for the three months
      ended June 30, 2008 and 2007 was $13,808 and $4,438 respectively. Accrued
      interest due to stockholders was $0 and $32,930 as of June 30, 2008 and 2007,
      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 4.72688% as of
      June
      30, 2008. 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,
      2008 and 2007 was $2,769 and $5,168, respectively. Total interest expense for
      the six months ended June 30 2008 and 2007 was $6,978 and $10,447, respectively.
      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. The balance of the loan at
      June
      30, 2007 was $262,751, of which $26,841 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, 2008 and 2007 was $10,428. The
      balance of the loan at both June 30, 2008 and 2007 was $347,491.





**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.





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.




F-8




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, 2008 and
      2007 was $2286 and $0, respectively. Total interest expense on the vehicle
      loans
      for the six months ended June 30, 2008 and 2007 was $3,971 and $0, respectively.
      The principal balance of the vehicle loans as of June 30, 2008 and 2007 was
      $146,019 and $0, respectively. At June 30, 2008, $13,788 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, 2008 and
      2007 was $173.54 and $0, respectively. Total interest expense on studio
      equipment for the six months ended June 30, 2008 and 2007 was $535 and $0,
      respectively. The principal balance of the capital lease as of June 30, 2008
      and
      2007 was $12,748 and $0, respectively. At June 30, 2008, $2,776 was classified
      as the current portion of the lease.





**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**





**California
      News Tech**





On
      May
      17, 2007, the Company entered into an Agreement and Plan of Merger with
      California News Tech, a public company that was incorporated in Nevada. The
      merger was accounted for as a reverse merger using the purchase method of
      accounting. Accordingly, the acquisition has been treated as an acquisition
      of
      California News Tech by the Company. MSI held all of the assets and operations
      of California News Tech at the date of the reverse merger.




F-9




As
      part
      of the reverse merger, each share of common stock of Debut Broadcasting, Inc.,
      a
      Tennessee corporation formerly known as The Marketing Group (“Debut
      Broadcasting”), issued and outstanding immediately prior to the closing of the
      reverse merger was converted into the right to receive one share of common
      stock. As a result, the stockholders of Debut Broadcasting received 10,000,000
      newly issued shares of common stock.





Also
      as
      part of the reverse merger, the Company issued 6,430,316 shares of Company
      common stock to investors as a result of closing a private offering that was
      exempt from registration under Rule 506 of Regulation D of the Securities Act
      of
      1933. The shares were issued for a combination of cash and debt reduction.





On
      June
      27, 2007, MSI filed a registration statement with the Securities and Exchange
      Commission with respect to the issued and outstanding shares of common stock
      of
      MSI for the purpose of completing a spin-off of MSI by transferring all of
      the
      shares of common stock of MSI to stockholders of record of California News
      Tech
      as of April 20, 2007. The Company anticipates completing the spin-off of MSI
      during August of 2008.





As
      part
      of the reverse merger, the Company also entered into a Post-Merger Operating
      Agreement in which the Company and MSI agreed to operate their respective
      businesses separately and the Company specifically agreed that it would not
      interfere in any manner with the operations of MSI, have any rights to use,
      acquire or otherwise operate any of the assets or intellectual property of
      MSI
      or create any liabilities for which MSI would be obligated. In addition, MSI
      agreed that it would not interfere in any manner with the operations of the
      Company, have any rights to use, acquire or otherwise operate any of the assets
      or intellectual property of the Company or create any liabilities for which
      the
      Company would be obligated.





Moreover,
      as part of this Post-Merger Operating Agreement, the Company agreed that if
      for
      any reason California News Tech is unable to register the MSI shares, the
      Company would sell its MSI shares to the Company’s former president and
      director, Marian Munz, for $1.00. As a consequence, MSI has and will continue
      to
      operate completely separate from the Company effective as of the date of the
      reverse merger.





In
      addition, at the time of the reverse merger, the Company was released from
      certain liabilities to its former president and director, Mr. Munz, and his
      spouse; however, these liabilities continued as the sole responsibility of
      MSI
      in the form of two separate convertible promissory notes. These notes remain
      outstanding but, if converted under their terms into shares of MSI common stock,
      would represent over an 80% interest and full voting control over MSI.





As
      a
      result, the Company considers MSI a non-controlled subsidiary and has not
      included any operating results, cash flow analysis or assets and liabilities
      of
      MSI in its consolidated financial statements.





**Shamrock
      Broadcasting, Inc.**





On
      June
      7, 2007, the Company acquired two radio broadcast stations identified as WNLA
      FM
      105.5 MHz and WNLA AM 1380 kHz in Indianola, Mississippi, from Shamrock
      Broadcasting, Inc., including all of the facilities, equipment, licenses and
      intellectual property necessary to operate these stations, in exchange for
      $300,000. In a separate agreement, the Company purchased the accounts receivable
      of Shamrock Broadcasting through issuance of a $10,134 promissory note payable
      in equal installments made in each of three months following completion of
      the
      transaction.





The
      purchase price was allocated as follows:





Description
            
            AmountAccounts
                receivable
            
            $
            10,134Land
            
            
            14,500Buildings
                and structures
            
            
            13,500Equipment
            
            
            30,000FCC
                licenses
            
            
            237,000Non-compete
                agreement
            
            
            5,000Liabilities
                assumed
            
            
            (10,134
            )Total
            
            $
            300,000




F-10




**River
      Broadcasting Company**





On
      June
      19, 2007, the Company acquired three radio broadcast stations identified as
      WIQQ
      FM 102.3 MHz in Leland, Mississippi, WBAQ FM 97.9 MHz and WNIX AM 1330 kHz
      in
      Greenville, Mississippi, from River Broadcasting Company, including all of
      the
      facilities, equipment, licenses and intellectual property necessary to operate
      these stations, in exchange for $1,037,134. In
      September 2007, the Company identified a $14,280 liability that was not recorded
      as of the closing date of the transaction. This was recorded as an adjustment
      to
      goodwill.





The
      purchase price was allocated as follows:





Description
            
            AmountAccounts
                receivable
            
            $
            37,134Land
            
            
            35,000Buildings
                and structures
            
            
            50,000Equipment
            
            
            25,000FCC
                licenses
            
            
            800,000Non-compete
                agreement
            
            
            25,000Goodwill
            
            
            79,280Liabilities
                assumed
            
            
            (14,280
            )Total
            
            $
            1,037,134





**Holladay
      Broadcasting Company**





On
      March
      16, 2008, the Company entered into a Local Marketing Agreement with two radio
      broadcast stations identified as WBBV FM 101.3 MHz in Vicksburg, Mississippi,
      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.





On
      March
      16, 2008, the Company signed an asset purchase agreement and filed with the
      FCC
      for ownership of WBBV FM 101.3 MHz in Vicksburg, Mississippi including all
      of
      the facilities, equipment, licenses, intellectual property, assets, and
      liabilities of the station. The FCC has granted an approval for the ownership
      transfer of WBBV, and the Company anticipates closing the acquisition in the
      third quarter of 2008.





F-11


**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, those relating to legal
      proceedings, completion of the spin-off of MIS, the basis of presentation of
      our
      financial statements, charges to consulting clients, the impact of recent
      accounting pronouncements, the separate operations of MSI, the closing of the
      acquisition of radio stations in Vicksburg, Mississippi, the impact of radio
      station acquisitions, radio advertising growth, 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 tat 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, our lack of control over
      MSI,
      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**




Our
      advertising environment was steady during the second quarter of 2008, and showed
      signs of growth in smaller markets. A Radio Advertising Bureau report issued
      in
      the second quarter indicated that local advertisers, the largest advertisers
      which are served in small markets, are advertising more in 2008 than 2007.
      Management believes that local market advertisers and automotive dealerships
      are
      advertising more in order to compete during the economic slowdown. Non-broadcast
      radio revenue (“non-spot revenue”) remained steady during the second quarter of
      2008. Our rural 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, 2008,
      combined net revenue from radio, multi-media, media purchasing and syndication
      increased 446% compared to the same period in 2007.





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.


4





**Results
      of Operations**





**For
      the Three Months Ended June 30, 2008 and 2007**





We
      generated $726,438 in net revenue for the quarter ended June 30, 2008, an
      increase of $725,831 or 119,676%, compared to $607 for the quarter ended June
      30, 2007. Approximately $340,000 of this increase relates to the Mississippi
      radio station acquisitions, and approximately $385,000 of the increse relates
      to
      the core syndication business.





Advertising
      expense was $113,260 for the quarter ended June 30, 2008, an increase of 100,898
      or 916%, compared to $12,362 for the quarter ended June 30, 2007. This increase
      is partially attributable to a public relations contract that we entered into
      with Politis Communications. Additionally contributing to the increase were
      contracts that we entered into with Agoracom for investor relations services,
      as
      well as public relations contracts with Dutton Associates and Rubicon Capital
      Partners. Of the advertising expense, $26,073 was a non-cash expenditure
      evidenced by the issuance of warrants to purchase shares of our common
      stock.





Operating
      expense was $773,383 for the quarter ended June 30, 2008, an increase of
      $461,583 or 248%, compared to $311,800 for the quarter ended June 30, 2007.
      Of
      the total increase in operating expenses, $306,744 related to the Mississippi
      radio acquisitions which began operations at the end of the second quarter
      of
      2007. Additional reasons for the increase in operating expenses relate to
      $194,423 in costs associated with our public trading status.





Depreciation
      and amortization expense was $32,396 for the quarter ended June 30, 2008, an
      increase of $25,693, or 483%, compared to $6,703 for the quarter ended June
      30,
      2007. The primary reason for the increase relates to the assets acquired as
      part
      of the Shamrock Broadcasting, Inc. and River Broadcasting Company
      acquisitions.





During
      the quarter ended June 30, 2007, we recorded $255,974 in non-recurring merger
      and acquisition related expenses in connection with the reverse merger with
      California News Tech.





Interest
      expense was $71,374 for the quarter ended June 30, 2008, and increase of $45,215
      or 157% compared to $26,159 for the quarter ended June 30, 2007. 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 vehicles we lease for radio station operations.





As
      a
      result of the foregoing revenue and expenses, our overall net loss for the
      three-month period ending June 30, 2008 and June 30, 2007 was $263,285 and
      $602,274, respectively.




**For
      the Six Months Ended June 30, 2008 and 2007**





We
      generated $1,177,783 in net revenue for the six months ended June 30, 2008,
      an
      increase of $1,177,518, or 446%, compared to $264,074 for the six months ended
      June 30, 2007. Approximately $493,000 of this increase relates to the
      Mississippi radio station acquisitions, and approximately $420,000 of the
      increase relates to the core syndication business.





Advertising
      expense was $152,740 for the six months ended June 30, 2008 an increase of
      $118,156 or 508% compared to $30,015 for the six months ended June 30, 2007.
      This increase is partially attributable to a public relations contract that
      we
      entered into with Politis Communications. Additionally contributing to the
      increase were contracts that we entered into with Agoracom for investor
      relations services, as well as public relations contracts with Dutton Associates
      and Rubicon Capital Partners. Of the advertising expense, $30,739 was a non-cash
      expenditure evidenced by the issuance of warrants to purchase shares of our
      common stock.





Operating
      expense was $1,378,362 for the six months ended June 30, 2008, an increase
      of
      $720,530 or 109%, compared to $657,832 for the six months ended June 30, 2007.
      Of the total increase in operating expenses, $541,815 related to the Mississippi
      radio acquisitions which began operations at the end of the second quarter
      of
      2007. Additional reasons for the increase in operating expenses relate to
      $332,817 in costs associated with our public trading status.


5





Depreciation
      and amortization expense was $65,868 for the six months ended June 30, 2008,
      an
      increase of $54,456 or 577% compared to $11,412 for the six months ended June
      30, 2007. The primary reason for the increase relates to the assets acquired
      as
      part of the Shamrock Broadcasting, Inc. and River Broadcasting Company
      acquisitions.





During
      the six months ended June 30, 2007, we recorded $339,928 in non-recurring merger
      and acquisition related expenses in connection with the reverse merger with
      California News Tech.





Interest
      expense was $107,595 for the quarter ended June 30, 2008, an increase of $54,521
      or 102% compared to $53,074 for the quarter ended June 30, 2007. 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, 2008 and June 30, 2007 was $602,274 and
      $711,855, respectively.





**Financial
      Condition**





Accounts
      receivable, net of allowance for doubtful accounts was $1,193,989 at June 30,
      2008, an increase of $543,409 or 83% compared to $650,580 at December 31, 2007.
      The combination of our sales growth in syndication revenues and local radio
      advertising, combined with a slower collection cycle resulting from the economic
      downturn has contributed to the increase in the accounts receivable
      balance.





Other
      current assets of $479,268 at June 30, 2008, an increase of $433,545 compared
      to
      $45,723 at December 31, 2007 related to the issuance of nine warrants to
      purchase shares of our common stock. In accordance with FAS 133, we recorded
      an
      associated asset and liability for the issuance of warrants, which will be
      adjusted quarterly using the Black-Scholes method of derivative
      valuation.





In
      the
      first and second quarters of 2008, we relocated our studio and offices in
      Greenville, Mississippi to a new office location. All leasehold improvements
      at
      the prior office location were fully depreciated at December 31,2007. As a
      result of this move, we acquired additional fixed assets, increasing our
      property and equipment, net of depreciation, to $720,991 compared to $541,159
      at
      December 31, 2007.





Accounts
      payable at June 30, 2008 was $473,611, an increase of $133,877 or 39% compared
      to $339,734 at December 31, 2008. This increase in accounts payable is
      attributable to additional liabilities associated with the local marketing
      agreement with WBBV FM in Vicksburg, Mississippi and KLSM FM in
      Tallulah, Louisiana .





Accrued
      expenses and taxes at June 30, 2008 were $1,249,574, an increase of $910,132
      from December 31, 2007. Approximately half of this increase is related to the
      separate issuance of nine warrants to purchase shares of our common stock.
      In
      accordance with FAS 133, we recorded an associated asset and liability for
      the
      issuance of warrants, which will be adjusted quarterly using the Black-Scholes
      method of derivative valuation. The remaining increase in accrued expenses
      and
      taxes is predominantly an accrual for revenue sharing among our syndication
      affiliates. This accrued expense was directly associated with the increase
      in
      accounts receivable.





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, 2008 compared to $0
      at
      December 31, 2007.





**Liquidity and
      Capital Resources**





As
      of
      June 30, 2008, we had current assets in the amount of $1,894,673 and current
      liabilities in the amount of $2,814,400. This resulted in a working capital
      deficit in the amount of $919,727.


6





As
      of
      June 30, 2008, we had current assets in the amount of $1,894,673, consisting
      of
      $221,416 in cash and cash equivalents, $1,193,989 in accounts receivable and
      $479,268 in other current assets. As of June 30, 2008, we had current
      liabilities in the amount of $2,814,400, consisting of $473,611 in accounts
      payable, $1,249,574 in accrued expenses and taxes, $750,000 in notes payable
      to
      stockholders, $274,297 in lines of credit and $66,918 in current portion of
      long
      term debt. This combination of assets and liabilities resulted in a working
      capital deficit in the amount of $919,727.





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. On July 24, 2008, we
      received a term sheet from the Bone Lachs Group for an acquisition and working
      capital loan for $500,000. On August 12, 2008 we received a commitment letter
      from SunTrust Bank for a line of credit for $500,000. Our board of directors
      is
      in the process of reviewing the associated terms of these loans. We intend
      to
      raise additional capital over the next 12 months through equity offerings or
      by
      incurring debt.





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 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 stockholders, 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 expect to incur
      appropriate accounting and legal fees.





**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 expect to finalize
      the acquisition of WBBV during the third quarter of 2008.





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 2008. These acquisitions will represent
      overall growth in radio operations of 140% year over year.


7





**Off
      Balance Sheet Arrangements**





As
      of
      June 30, 2008, 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.





**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.


8





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.


9


**PART
      II - OTHER INFORMATION**





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





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 $0.91 per share, with an
      expiration date of June 29, 2018. The consideration received for this warrant
      was services rendered by Politis Communications.





On
      June
      30, 2008, we issued to Rubicon Capital Partners, a warrant to purchase 20,714
      shares of our common stock at an exercise price of $1.05 per share, with an
      expiration date of June 29, 2018. The consideration received for this warrant
      was services rendered by Rubicon Capital Partners.





On
      June
      30, 2008, we issued to Rubicon Capital Partners, a warrant to purchase 1,312
      shares of our common stock at an exercise price of $0.50 per share, with an
      expiration date of June 29, 2018. The consideration received for this warrant
      was services rendered by Rubicon Capital Partners.





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.





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





On
      May
      20, 2008, 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, as well as election of our board of directors.
      Of 19,794,360 shares outstanding, 12,437,189 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:


o
            For
                – 12,433,522


o
            Against
                – 0


o
            Abstain
                – 3,667


·
            Election
                of Garrett Cecchini as a director:


o
            For
                – 12,436,689


o
            Against
                – 500


o
            Abstain
                – 0


·
            Election
                of Steven Ludwig as a director:


o
            For –
                12,436,689


o
            Against
                – 500


o
            Abstain
                – 0




10





·
            Election
                of Robert Marquitz as a director:


o
            For
                – 12,436,689


o
            Against
                – 500


o
            Abstain
                – 0


·
            Election
                of Stephen Rush as a director:


o
            For
                – 3,862,373


o
            Against
                – 8,574,816


o
            Abstain
                – 0


·
            Election
                of Suresh A. Saraswat, M.D. as a
                director:


o
            For
                – 12,436,689


o
            Against
                – 500


o
            Abstain
                – 0


·
            Election
                of Frank Woods as a director:


o
            For
                – 12,436,689


o
            Against
                – 500


o
            Abstain
                – 0





**Item
      6.      Exhibits**





**Exhibit**
              **Number**
            
            **Description of Exhibit**31.1
            
            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




11


**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
                19, 2008
            
            /s/
                Sariah HopkinsSariah
                HopkinsChief
                Financial Officer




12