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 thequarterly
periodendedMarch 31,
2009





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.EmployerIdentificationNo.)




1025 16th Ave South, Nashville, TN
            37212(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 o




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, 2009, there were 19,866,866 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
                13Item
      3.
                Qualitative
      and Quantitative Disclosures About Market Risk.
                15PART
      II - OTHER INFORMATIONItem
      1.
                Legal
      Proceedings
                16Item
      2.
                Unregistered
      Sales of Equity Securities and Use of Proceeds
                16Item
      3.
                Defaults
      Upon Senior Securities
                17Item
      4.
                Submission
      of Matters to a Vote of Security Holders
                17Item
      5.
                Other
      Information
                17Item
      6.
                Exhibits
                17




- 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 (unaudited) as of March 31, 2009 and December
      31, 2008;F-2
              Consolidated
      Statements of Operations and Stockholder’s Deficit (unaudited) for the
      three months ended March 31 2009 and 2008;F-3
              Consolidated
      Statement of Stockholder’s Deficit (unaudited) for the three months ended
      March 31, 2009;F-4
              Consolidated
      Statements of Cash (unaudited) for the three months ended March 31, 2009
      and 2008;




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, 2009 are not
necessarily indicative of the results that can be expected for the full
year.   Balance sheet information as of December 31, 2008 was
derived from the Company’s audited financial statements for the year ended
December 31, 2008.




- 3 -




DEBUT
BROADCASTING CORPORATION, INC.


CONDENSED
CONSOLIDATED BALANCE SHEETS





March 31
                    2009
                    (Unaudited)
                  
                  
                  December 31
                    20081ASSETSCurrent
      assetsCash
      and cash equivalents
                  
                  $
                  12,927
                  
                  
                  $
                  59,143Accounts
      receivable, net
                  
                  
                  887,686
                  
                  
                  
                  1,096,316Stock
      warrant receivable
                  
                  
                  85
                  
                  
                  
                  85Prepaid
      expenses
                  
                  
                  35,412
                  
                  
                  
                  47,644Unexercized
      stock warrants
                  
                  
                  454,658
                  
                  
                  
                  454,658Total
      current assets
                  
                  
                  1,390,768
                  
                  
                  
                  1,657,846Property
      and equipment, net
                  
                  
                  727,134
                  
                  
                  
                  749,415Deposits
                  
                  
                  25,542
                  
                  
                  
                  3,928Goodwill
                  
                  
                  459,280
                  
                  
                  
                  459,280FCC
      licenses
                  
                  
                  1,509,500
                  
                  
                  
                  1,509,500Non-Compete
      Agreement, net
                  
                  
                  14,583
                  
                  
                  
                  23,333Other
      intangible assets, net
                  
                  
                  2,008,905
                  
                  
                  
                  1,996,041Total
      assets
                  
                  $
                  4,126,807
                  
                  
                  $
                  4,403,302LIABILITIES
      AND STOCKHOLDERS' DEFICITCurrent
      liabilitiesAccounts
      payable
                  
                  $
                  712,148
                  
                  
                  $
                  530,792Accrued
      expenses and taxes
                  
                  
                  259,336
                  
                  
                  
                  449,881Notes
      payable to shareholders
                  
                  
                  750,000
                  
                  
                  
                  750,000Lines
      of credit
                  
                  
                  774,212
                  
                  
                  
                  774,212Current
      portion of long-term debt
                  
                  
                  78,998
                  
                  
                  
                  108,443Unrecognized
      stock warrant loss
                  
                  
                  585,523
                  
                  
                  
                  485,523Total
      current liabilities
                  
                  
                  2,348,069
                  
                  
                  
                  3,098,851Long
      term liabilitiesLeases  payable
                  
                  
                  4,980
                  
                  
                  
                  5,381Long-term
      debt
                  
                  
                  1,336,194
                  
                  
                  
                  1,336,194Total
      long term liabilities
                  
                  
                  1,341,174
                  
                  
                  
                  1,341,575Total
      liabilities
                  
                  
                  4,401,391
                  
                  
                  
                  4,440,426Stockholders'
      deficitCommon
      stock - $.003 par value, 100,000,000 shares authorized
                  
                  
                  30,383
                  
                  
                  
                  30,601Additional
      paid in capital
                  
                  
                  3,166,839
                  
                  
                  
                  3,166,621Accumulated
      deficit
                  
                  
                  (3,471,806
                  )
                  
                  
                  (3,234,346
                  )Total
      stockholders' deficit
                  
                  
                  (274,584
                  )
                  
                  
                  (37,124
                  )Total
      liabilities and stockholders' deficit
                  
                  $
                  4,126,807
                  
                  
                  $
                  4,403,302




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,
2008.


F-1





DEBUT
BROADCASTING CORPORATION, INC.


CONDENSED
CONSOLIDATED STATEMENTS OF OPERATIONS AND ACCUMULATED DEFICIT


(Unaudited)





Three months ended March 31,2009
                  
                  
                  2008Net
      Revenue
                  
                  $
                  474,327
                  
                  
                  $
                  451,345Operating
      expensesAdvertising
                  
                  
                  6,739
                  
                  
                  
                  39,480Operating
      expense
                  
                  
                  588,302
                  
                  
                  
                  604,979Depreciation
      expense
                  
                  
                  49,190
                  
                  
                  
                  33,472Merger
      and acquisition related expenses
                  
                  
                  -
                  
                  
                  
                  -Total
      operating expenses
                  
                  
                  644,229
                  
                  
                  
                  663,996Operating
      (loss)
                  
                  
                  (169,903
                  )
                  
                  
                  (212,300
                  )Other
      income and expenseInterest
      expense
                  
                  
                  76,791
                  
                  
                  
                  36,221Interest
      income
                  
                  
                  (1,615
                  )
                  
                  
                  (814
                  )Total
      other income and expenses
                  
                  
                  75,177
                  
                  
                  
                  35,407Net
      (loss)
                  
                  $
                  (244,807
                  )
                  
                  $
                  (260,796
                  )







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


F-2





DEBUT
BROADCASTING CORPORATION, INC.


CONSOLIDATED
STATEMENT OF STOCKHOLDERS’ EQUITY (DEFICIT)


AS
OF MARCH 31, 2008


(UNAUDITED)





AdditionalCommon Stock
                  
                  
                  Paid in
                  
                  
                  AccumulatedShares
                  
                  
                  Amount
                  
                  
                  Capital
                  
                  
                  Deficit
                  
                  
                  TotalBeginning
      Balance, January 1, 2007
                  
                  
                  5,000
                  
                  
                  $
                  1,000
                  
                  
                  $
                  0
                  
                  
                  $
                  (725,299
                  )
                  
                  $
                  (724,299
                  )Recapitalization
                  
                  
                  10,000,000
                  
                  
                  
                  1,000
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  1,000(5,000
                  )
                  
                  
                  (1,000
                  )
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  (1,000
                  )Private
      Placement
                  
                  
                  6,000,000
                  
                  
                  
                  18,000
                  
                  
                  
                  2,958,498
                  
                  
                  
                  -
                  
                  
                  
                  2,976,498Shareholder
      Note Conversion
                  
                  
                  430,316
                  
                  
                  
                  1,291
                  
                  
                  
                  213,866
                  
                  
                  
                  -
                  
                  
                  
                  215,157Debenture
      Conversion
                  
                  
                  3,000,000
                  
                  
                  
                  9,000
                  
                  
                  
                  91,000
                  
                  
                  
                  -
                  
                  
                  
                  100,000Existing
      CNT
                  
                  
                  364,044
                  
                  
                  
                  1,092
                  
                  
                  
                  (1,092
                  )
                  
                  
                  -
                  
                  
                  
                  0MSI
      Debentures
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  (100,000
                  )
                  
                  
                  
                  
                  
                  
                  (100,000
                  )Net
      Loss for the Year Ended December 31, 2007
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  (1,696,493
                  )
                  
                  
                  (1,696,493
                  )Ending
      Balance, December 31, 2007
                  
                  
                  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
                  )Ending
      Balance, December 31, 2008
                  
                  
                  19,866,886
                  
                  
                  $
                  30,601
                  
                  
                  $
                  3,166,621
                  
                  
                  $
                  (3,234,346
                  )
                  
                  $
                  (37,124
                  )Net
      Loss for the 3 Months EndedMarch 31, 2008
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  (244,807
                  )
                  
                  
                  (244,807
                  )Ending
      Balance, March 31, 2008
                  
                  
                  19,866,886
                  
                  
                  $
                  30,601
                  
                  
                  $
                  3,166,621
                  
                  
                  $
                  (3,479,153
                  )
                  
                  $
                  (281,931
                  )




F-3





DEBUT
BROADCASTING CORPORATION, INC. AND SUBSIDIARIES


CONDENSED
CONSOLIDATED STATEMENTS OF CASH FLOWS


(Unaudited)




For the three Months Ended March 31,2009
                              
                              
                              2008Operating
      activities:Net
      loss
                              
                              $
                              (244,807
                              )
                              
                              $
                              (260,796
                              )Adjustments
      to reconcile net loss to net cash providedby/(used
      in) operating activities:Depreciation
      and amortization
                              
                              
                              49,190
                              
                              
                              
                              33,472Changes
      in operating assets and liabilities, net of effects of
      acquisitions:(Increase)
      decrease in accounts receivable
                              
                              
                              208,630
                              
                              
                              
                              (237,136
                              )(Increase)
      decrease in other current assets
                              
                              
                              (9,381
                              )
                              
                              
                              (129,095
                              )Increase
      (decrease) in accounts payable
                              
                              
                              181,356
                              
                              
                              
                              (123,147
                              )Increase
      (decrease) in accrued expenses and taxes
                              
                              
                              (190,545
                              )
                              
                              
                              233,647Net
      cash provided by/(used in) operating activities
                              
                              
                              (5,557
                              )
                              
                              
                              (222,258
                              )Investing
      activities:Purchases
      of property and equipment
                              
                              
                              (10,812
                              )
                              
                              
                              (51,132
                              )Net
      cash used in investing activities
                              
                              
                              (10.812
                              )
                              
                              
                              (51,132
                              )Financing
      activities:Proceeds
      from issuance of stock warrants
                              
                              
                              -
                              
                              
                              
                              231,754Proceeds
      from bank credit facility
                              
                              
                              (402
                              )
                              
                              
                              35,000Proceeds
      from shareholder notes
                              
                              
                              -
                              
                              
                              
                              750,000Repayment
      of long term debt
                              
                              
                              (29,445
                              )
                              
                              
                              (22,114
                              )Net
      cash provided by/(used in) financing activities
                              
                              
                              (29,847
                              )
                              
                              
                              976,637Net
      increase/(decrease) in cash and cash equivalents
                              
                              
                              (46,216
                              )
                              
                              
                              442,453Cash
      and cash equivalents at beginning of period
                              
                              
                              59,143
                              
                              
                              
                              8,643Cash
      and cash equivalents at end of period
                              
                              $
                              12,927
                              
                              
                              $
                              451,096





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


F-4





DEBUT
BROADCASTING CORPORATION, INC.


NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS


MARCH
31, 2009





Note
1 - Organization





Debut
Broadcasting Corporation, Inc. (the “Company”) is located in Nashville,
Tennessee and conducts business from its principal executive office at 1025 16th
Avenue South, Suite 200, Nashville, Tennessee 37212.  The Company
relocated to the current office location on January 31, 2009.  The
Company produces and distributes syndicated radio programs to radio stations
across the United States and Canada.  In addition, the Company owns
and operates eight radio stations in Mississippi.





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





Note
2 - Basis of Presentation and Interim Results





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





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





Accounts
Receivable





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





Revenue
and Cost Recognition





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





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





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


- 4
-





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 $6,739 and $39,480 are included in the financial statements for the three
months ended March 31, 2009 and March 31, 2008, respectively.





Financing





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





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.


- 5
-




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




- 6
-


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. 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 46
has created any material differences in comparability between the three months
ended March 31, 2008, and the three months ended March 31,
2009.





Note 4 - Loss Per
Share





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





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





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





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





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





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





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





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


- 7
-


DEBUT
BROADCASTING CORPORATION, INC.


NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS


MARCH
31, 2009





Note 4 - Loss Per Share
(continued)





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





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





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





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





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





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





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





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





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





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





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




- 8
-


DEBUT
BROADCASTING CORPORATION, INC.


NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS


MARCH
31, 2009





Note 4 - Loss Per Share
(continued)





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,
                  2009
                
                
                December
                  31, 2007Land
                
                
                
                $
                49,500
                
                
                $
                49,500Buildings
      and building improvements
                
                5 – 10 years
                
                
                138,395
                
                
                
                136,460Towers
      and studio equipment
                
                5 - 30 years
                
                
                377,945
                
                
                
                372,714Furniture,
      fixtures and equipment
                
                3 – 7 years
                
                
                275,691
                
                
                
                270,972Automotive
                
                3 - 5 years
                
                
                194,938
                
                
                
                194,938Accumulated
      depreciation
                
                
                
                
                (309,336
                )
                
                
                (276,169
                )Property
      and equipment, net
                
                
                
                $
                727,134
                
                
                $
                749,415





Of the
$727,134  in Net Property and Equipment as of March 31, 2009, $35,000
was added through the acquisition of the radio broadcast station WBBV FM during
the third quarter of 2008 including equipment purchases to support the acquired
stations.





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, 2009 and 2008 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 August 31, 2009, and requires 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 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
at March 31, 2008 and 2007 was $199,297 and $199.297,
respectively.


- 9
-





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.





Total
interest expense associated with the shareholder loans for the three months
ended March 31, 2009 and 2008 was $34,397 and $13,808
respectively.  Accrued interest due to shareholders was $0 and $0 as
of March 31, 2009 and 2008, respectively.





Note 8 - Loans
Payable





Regions
Bank Loan





On August
15, 2006, the Company signed a promissory note with Regions Bank for $300,000
with an initial interest rate of 7.58% and a current rate
of  2.58313%  as of March 31, 2009. The loan is secured
by all inventory, chattel paper, accounts, equipment and general intangibles of
the Company.  The loan matures August 30, 2011 and is payable in
monthly installments of $6,058, including variable interest at 2.25% points per
annum over the London Interbank Offered Rate for the applicable index
period.





Total
interest expense on the Regions Bank loan for the three months ended March 31,
2009 and 2008 was $1,154 and $4,209 respectively. 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, 2008
was $221,936, of which $42,945 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 the three months ended March 31,
2009 and 2008 was $10,428 and $10,428 respectively.  The balance of
the loan at both March 31, 2009 and 2008 was $347,491.





SunTrust
Bank Loan





The
Company signed a promissory note and established a revolving line of credit on
August 22, 2008 for $500,000 with SunTrust Bank to facilitate the acquisition of
WBBV.  The note matures on August 22, 2009 and requires monthly
interest payment accruing at an initial rate of 6.0% and a current rate of 4.25%
at March 31, 2009. The rate is subject to monthly changes based on an
independent index plus 1.00%





The note
is secured by personal guarantee of certain officers of the Company and all
inventory, chattel paper, accounts, equipment and general intangibles existing
or purchased by the wholly-owned subsidiary entity, Debut Broadcasting
Mississippi, after the signing of the related agreement.  Total
interest expense on the SunTrust Bank loan for the three months ended March 31,
2009 and 2008 was $7,319 and $0.00 respectively. The balance of the loan at
March 31, 2009  and  2008 was $499,914 and $0.00
respectively.
  - 10
-


DEBUT
BROADCASTING CORPORATION, INC.


NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS


MARCH
31, 2009




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.





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 thethree
monthsendedMarch31, 2009and 2008was$2,875and $1,528respectively.  The principal
balance of the vehicle loans as ofMarch31, 2009and 2008was $123,730and $87,212respectively.  AtMarch31, 2009,$32,639was classified as the current
portion.





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, 2009
and 2008 was $62 and $361, respectively. The principal balance of the capital
lease as of March 31, 2009 and 2008 was $9,509 and $13,503
respectively.  At March 31, 2009, $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.


- 11
-


DEBUT
BROADCASTING CORPORATION, INC.


NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS


MARCH
31, 2009





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





WBBV
FM





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


The
purchase price was allocated as follows:





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





Holladay
Broadcasting Company





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





Grace
Media Company





On August
15, 2008, the Company entered into a Local Marketing Agreement for a radio
broadcast station identified as WQBC AM 1420 Khz in Vicksburg,
Mississippi with Grace Media Company, including all of the facilities,
equipment, licenses and intellectual property necessary to operate these
stations.  The Company maintains the station including all revenues
and expenses.  Grace Media Company has retained ownership of all
assets and liabilities of the station as of August 22,
2008.


- 12
-





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





Forward-Looking
Statements


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





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





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





Overview





A Radio
Advertising Bureau report issued in January of 2009 indicated that local
advertisers, the largest advertisers which are served in small markets,
decreased their overall advertising by 10% in 2008.  Despite this
report, we realized growth in half of our markets while the industry as a whole
declined.  Management believes that local market advertisers are
advertising more in order to compete during 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, 2009, combined net revenue from radio, multi-media, media
purchasing and syndication increased 4.8% compared to the same period in
2008.





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.


- 13
-




Results
of Operations





For
the three months ended March 31, 2009 and 2008





On a
consolidated basis, we generated $474,327 in net revenue for the quarter ended
March 31, 2009, an increase of $22,982 or 4.8%, compared to $451,345 for the
quarter ended March 31, 2008.  Approximately $22,982  of
this increase relates to growth in the Vicksburg, Mississippi radio station
market, specifically in our owned and operated radio broadcast station WBBV FM,
and our LMA station KLSM FM.





On a
consolidated basis, advertising expense was $6,739 for the quarter ended March
31, 2009 a decrease of 32,741 or 93%, compared to $39,480 for the quarter ended
March 31, 2008.  This decrease is attributable to termination and
expiration of  public relations and investor relations
contracts  that were entered into between Debut Broadcasting and
Politis Communications, Agoracom, Inc, and Rubicon Capital
Partners.





On a
consolidated basis, operating expense was $588,302 for the quarter ended March
31, 2009, an increase of $16,677 or 3.7%, compared to $604,979 for the quarter
ended March 31, 2008. The decrease in operating expenses, relates to cost
cutting including staffing reductions which were instituted in the first quarter
of 2009.





On a
consolidated basis, depreciation and amortization expense was $49,190 for the
quarter ended March 31, 2009, an increase of $15,718 or 32%, compared to $33,472
for the quarter ended March 31, 2008. The primary reason for the increase
relates to the assets acquired as part of the WBBV acquisition.





As a
result of the foregoing revenue and expenses, our overall net loss for the three
month period ending March 31, 2009 and March 31, 2008 was $244,807 and $260,796,
respectively.




Liquidity and
Capital Resources





As of
March 31, 2009, we had current Assets in the amount of $1,390,768, consisting of
$12,927  in Cash and Cash Equivalents, $887,686 in Accounts
Receivable, $490,155  in Other Current Assets. As of March 31, 2009,
we had Current Liabilities in the amount of $2,348,069, consisting of
$259,366  in Accounts Payable, $259,336  in Accrued Expenses
and Taxes, $750,000 in notes payable to shareholders, $774,212 in Lines of
Credit and $78,998 in Current Portion of Long Term Debt. This combination of
assets and liabilities resulted in a working capital deficit in the amount of
$957,301.  The working capital deficit is largely attributable to
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 refinancing and restructuring our debt.





Recent
Events





None




Off
Balance Sheet Arrangements





As of
March 31, 2009, there were no off balance sheet arrangements.




- 14
-




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 $39,490 and $17,653 are included in the financial statements for the quarter
ended March 31, 2009 and March 31, 2008, 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


- 15
-





PART
II - OTHER INFORMATION





Item
1.     Legal Proceedings





On April
16, 2008 we became party to a legal proceeding with Delta Plaza, LLC a
Mississippi Limited Liability company regarding an alleged breach of a lease
contract.  Delta Plaza, LLC sought compensation of
$65,000.  We appeared in the Circuit Court of Washington County on
March 24th,2009 to defend our interests and were found to have no fault or liability
in this case.





On
December 31, 2008 we were involved in a legal proceeding pertaining to a former
employee in our Greenville Mississippi market.  We defended ourselves
vigorously, however the Circuit Court of Washington County found the case in
favor of the employee.  We placed funds in escrow in 2008 to cover our
liability in this case. These funds have been dispersed to the
plaintiff.





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.





We
revalue warrants quarterly utilizing the Black-Scholes method.


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





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


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


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


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





Item
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, 2009.





Item
5.     Other Information





None.





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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