8-K/A 1 v147652_8ka.htm Unassociated Document
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 8-K/A
 
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
 
Date of Report: April 27, 2009 (June 7, 2007)
(Date of earliest event reported)
 
 
Debut Broadcasting Corporation, Inc.
(Exact name of registrant as specified in its charter)
 
NEVADA
000-50762
88-0417389
(State or other jurisdiction
(Commission
(IRS Employer
 
1025 16th Avenue South, Suite 102 Nashville TN, 37212
(Address of principal executive offices) (Zip Code)
 
(615) 301-0001
(Registrant’s telephone no., including area code)
 
1209 16th Avenue South
Nashville, TN 37212
(Former name, former address and former fiscal year, if changed since last report)
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
 
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 

 
SECTION 2 – FINANCIAL INFORMATION
 
Item 2.01
Completion of Acquisition or Disposition of Assets.
 
FORWARD-LOOKING STATEMENTS. This current report contains certain 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, that involve risks and uncertainties. In addition, the Registrant (Debut Broadcasting Corporation, Inc. a Nevada Corporation) may from time to time make oral forward-looking statements. Actual results are uncertain and may be impacted by many factors. In particular, certain risks and uncertainties that may impact the accuracy of the forward-looking statements with respect to revenues, expenses and operating results include without imitation; cycles of customer orders, general economic and competitive conditions and changing customer trends, technological advances and the number and timing of new product introductions, shipments of products and components from foreign suppliers, and changes in the mix of products ordered by customers. As a result, the actual results may differ materially from those projected in the forward-looking statements.
 
Because of these and other factors that may affect the Registrant's operating results, past financial performance should not be considered an indicator of future performance, and investors should not use historical trends to anticipate results or trends in future periods.
 
On June 7, 2007, we acquired assets, through our wholly-owned subsidiary, Debut Broadcasting Mississippi, Inc., a Mississippi corporation, comprising two radio broadcast stations identified as WNLA FM 105.5 MHz and WNLA AM 1380 kHz in Indianola, MS, from Shamrock Broadcasting, Inc., including all of the facilities, equipment, licenses and intellectual property necessary to operate these stations in exchange for a total purchase price of $300,000. A copy of the Asset Purchase Agreement is filed as an exhibit to this Current Report on Form 8-K. Except for the Asset Purchase Agreement, there is no material relationship between Shamrock Broadcasting, Inc. and us or any of our affiliates, directors, officers or any associate of any such director or officer.

On June 19, 2007, we acquired assets, through our wholly-owned subsidiary, Debut Broadcasting Mississippi, Inc., a Mississippi corporation, comprising three radio broadcast stations identified as WIQQ FM 102.3 MHz in Leland, MS, WBAQ FM 97.9 MHz and WNIX AM 1330 kHz in Greenville, MS, from River Broadcasting Company, including all of the facilities, equipment, licenses and intellectual property necessary to operate these stations in exchange for a total purchase price of $1,037,134. A copy of the Asset Purchase Agreement is filed as an exhibit to this Current Report on Form 8-K. Except for the Asset Purchase Agreement, there is no material relationship between River Broadcasting Company and us or any of our affiliates, directors, officers or any associate of any such director or officer.
 
SECTION 8 - OTHER EVENTS
 
Item 8.01
OTHER EVENTS
 
On February 1, 2009 the Registrant moved its corporate headquarters from 1209 16th Avenue South, Nashville, TN 37212 to 1025 16th Avenue South, Suite 102, Nashville, TN 37212
 
SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS
 
Item 9.01
Financial Statements and Exhibits.
 
Financial Statements:
 
On or about June 19, 2007 the Registrant submitted Form 8K describing the acquisition of Shamrock Broadcasting, Inc., and River Broadcasting, Inc.
 
The audited financial statements were not available at the time of the initial filing on Form 8K are provided in this Form 8K-A.
 

 
(a) Financial Statements of Business Acquired
 
 
Page
 
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
1
 
THE RIVER BROADCASTING COMPANY FINANCIAL STATEMENTS AS OF DECEMBER 31, 2005 and 2006
2
 
Balance Sheet
2
 
Statement of Operations
3
 
Statement of Stockholders Deficit
4
 
Statement of Cash Flows
5
 
NOTES TO FINANCIAL STATEMENTS OF RIVER BROADCASTING COMPANY
6
 
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
1
 
SHAMROCK BROADCASTING COMPANY FINANCIAL STATEMENTS AS OF DECEMBER 31, 2005 and 2006
2
 
Balance Sheet
2
 
Statement of Operations
3
 
Statement of Stockholders Deficit
4
 
Statement of Cash Flows
5
  
NOTES TO FINANCIAL STATEMENTS OF SHAMROCK BROADCASTING COMPANY
6
 
(b) Pro Forma Financial Information.
 
 
Pro forma Consolidated Balance Sheet as of December 31, 2007.
13
 

 
Maddox Ungar Silberstein, PLLC CPAs and Business Advisors
Phone (248) 203-0080
 
Fax (248) 281-0940
 
30600 Telegraph Road, Suite 2175
 
Bingham Farms, MI 48025-4586
 
www.maddoxungar.com
 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 
To the Board of Directors
The River Broadcasting Co.
Greenville, Mississippi

We have audited the accompanying balance sheets of The River Broadcasting Co., as of December 31, 2006 and 2005, and the related statements of operations, stockholders’ deficit, and cash flows for the years then ended.  These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States).  Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement.  The Company has determined that it is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.  Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.  Accordingly, we express no such opinion.  An audit includes examining on a test basis, evidence supporting the amounts and disclosures in the financial statements.  An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.  We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of The River Broadcasting Co., as of December 31, 2006 and 2005 and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States.
 
/s/ Maddox Ungar Silberstein, PLLC
Maddox Ungar Silberstein, PLLC
 

 
Bingham Farms, Michigan
December 3, 2008

THE RIVER BROADCASTING CO.
BALANCE SHEETS
AS OF DECEMBER 31, 2006 AND 2006

   
2006
   
2005
 
ASSETS
           
Current Assets
           
Cash and cash equivalents
  $ 4,198     $ 12,319  
Accounts receivable, net
    59,366       59,966  
Total Current Assets
    63,564       72,285  
                 
Property and equipment, net
    131,299       151,392  
                 
Other Assets
               
Goodwill
    290,048       290,048  
                 
TOTAL ASSETS
  $ 484,911     $ 513,725  
                 
LIABILITIES AND STOCKHOLDERS’ DEFICIT
               
                 
Current Liabilities
               
Accounts payable – trade
  $ 37,642     $ 36,234  
Accounts payable – shareholder
    96,970       73,454  
Accrued payroll taxes
    579       1,167  
Note Payable – current portion
    310,334       337,450  
Note Payable – related parties
    247,700       199,800  
Total Current Liabilities
    693,225       648,105  
                 
TOTAL LIABILITIES
    693,225       648,105  
                 
STOCKHOLDERS’ DEFICIT
               
Common stock, $1 par value
    29,688       29,688  
Additional paid in capital
    114,232       114,232  
Accumulated deficit
    (352,234 )     (278,300 )
TOTAL STOCKHOLDERS’ DEFICIT
    (208,314 )     (134,380 )
                 
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT
  $ 484,911     $ 513,725  
 
The accompanying notes are an integral part of the financial statements
 

 
THE RIVER BROADCASTING CO.
STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED DECEMBER 31, 2006 AND 2005

 
   
2006
   
2005
 
Gross Revenues
  $ 418,584     $ 437,413  
                 
Operating Expenses
    492,518       491,373  
                 
Operating Loss
    (73,934 )     (53,960 )
                 
Other Income (Expense)
    0       (16,060 )
                 
Net Loss
  $ (73,934 )   $ (70,020 )
                 
Weighted Average Shares Outstanding:
Basic and Diluted
    29,688       29,688  
                 
Net Loss per Share
  $ (2.49 )   $ (2.47 )
 
The accompanying notes are an integral part of the financial statements
 

 
THE RIVER BROADCASTING CO.
STATEMENT OF STOCKHOLDERS’ DEFICIT
AS OF DECEMBER 31, 2006
 
   
Common Stock
   
Additional Paid
   
Accumulated
       
   
Shares
   
Amount
   
in Capital
   
Deficit
   
Total
 
                               
Beginning Balance,
                             
January 1, 2005
    29,688     $ 29,688     $ 114,232     $ (208,280 )   $ (178,592 )
                                         
Net Loss for
                                       
the Year Ended
                                       
December, 31, 2005
                            (70,020 )     (70,020 )
                                         
 Balance,
                                       
 December 31, 2005
    29,688       29,688       114,232       (278,300 )     (134,380 )
                                         
Net Loss for
                                       
the Year Ended
                                       
December 31, 2006
                            (73,934 )     (73,934 )
                                         
Ending Balance,
                                       
 December 31, 2006
    29,688     $ 29,688     $ 114,232     $ (352,234 )   $ (208,314 )
                                          
The accompanying notes are an integral part of the financial statements.
 

 
THE RIVER BROADCASTING CO.
STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 2006 AND 2005
 
   
2006
   
2005
 
Cash Flows from Operating Activities:
           
Net loss for the year
  $ (73,934 )   $ (70,020 )
                 
Adjustments to Reconcile Net Loss to Net Cash Used in Operating Activities:
               
Depreciation expense
    29,553       27,767  
Changes in Assets and Liabilities
               
Decrease in accounts receivable, net
    600       33,362  
Increase in accounts payable – trade
    1,408       23,910  
Increase in accounts payable - shareholder
    23,516       7,500  
(Decrease) in accrued expenses and taxes
    (588 )     (1,612 )
Net Cash Provided By (Used in) Operating Activities
    (19,445 )     20,907  
                 
Cash Flows from Investing Activities:
               
Acquisition of property and equipment
    (9,460 )     0  
Net Cash Used in Investing Activities
    (9,460 )     0  
                 
Cash Flows from Financing Activities:
               
Proceeds of notes payable – related parties
    62,449       0  
Payments of notes payable – related parties
    (14,549 )     0  
Proceeds of notes payable
    0       593  
Payments of notes payable
    (27,116 )     (30,950 )
Net Cash Provided By (Used in) Financing Activities
    20,784       (30,357 )
                 
Net Decrease in Cash and Cash Equivalents
    (8,121 )     (9,450 )
                 
Cash and Cash Equivalents – Beginning
    12,319       21,769  
                 
Cash and Cash Equivalents – Ending
  $ 4,198     $ 12,319  
                 
Supplemental Cash Flow Information:
               
Cash Paid for Interest
  $ 23,716     $ 23,743  
Cash Paid for Income Taxes
  $ 0     $ 0  
 
The accompanying notes are an integral part of the financial statements.



THE RIVER BROADCASTING CO.
 NOTES TO FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2006 AND 2005
 
1. Organization
 
The River Broadcasting Company, Inc. (the “Company”) is  a privately held company, founded in 1979 located in Greenville, Mississippi and conducts business from its principal executive office at 800 Hwy 1 South, Delta Plaza Mall, Greenville, MS 38702.  The  Company owns and operates three radio stations in Mississippi.
 
2. Summary of Significant Accounting Policies
 
Accounts Receivable
The Company uses 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.  Accounts receivable are written off against the allowance when a balance is determined to be uncollectible.  Accounts receivable on the consolidated balance sheet is stated net of the allowance for doubtful accounts.

Property and equipment
Property and equipment are recorded at cost.  Depreciation is calculated using the straight-line method over the estimated useful life of the assets. Building improvements are amortized using the straight-line method over the term of the lease or the useful life of the improvements, whichever is shorter. Accelerated depreciation methods are generally used for income tax purposes.  Repairs and maintenance costs are charged directly to expense as incurred.

 
Goodwill
 
Goodwill is the excess of the purchase price over the fair value of identifiable net assets acquired in business combinations accounted for under the purchase method as described in SFAS No. 142, Goodwill and Other Intangible Assets.  Goodwill is tested for impairment yearly.  The Company recognizes fair values utilizing widely accepted valuation techniques, including discounted cash flows and market multiple analyses.
 
Income Taxes
 
The Company has, with the consent of its stockholders, made an election under the Internal Revenue Code to be treated as an S Corporation for Federal tax purposes.  Accordingly, the stockholders report the Company’s taxable income and deductions on their individual income tax return.  Therefore, the Company has made no provision for Federal income taxes.
 

 
THE RIVER BROADCASTING CO.
 NOTES TO FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2006 AND 2005
 
2. Summary of Significant Accounting Policies (continued)
 
Use of Estimates
 
In preparing the financial statements in conformity with accounting principles generally accepted in the United States (GAAP), the Company is required to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and revenue and expenses during the reporting period.  Actual results could differ materially from our estimates.
 
Revenue and Cost Recognition
 
The Company recognizes its advertising and programming revenues when the advertisements air on its radio stations.  Generally, the Company is paid by local businesses who contract for advertising services with the company.
 
New Accounting Pronouncements
 
The Company does not expect the adoption of recently issued accounting pronouncements to have a significant impact on the Company’s results of operations, financial position or cash flow.
 
3.  Property and Equipment
 
Property and equipment consisted of the following at December 31:

   
2006
   
2005
 
Land
  $ 156,474     $ 156,474  
Buildings
    22,545       22,545  
Leasehold improvements
    2,116       2,116  
Furniture and fixtures
    69,049       66,471  
Studio equipment
    316,274       309,392  
Transmitter equipment
    123,035       123,035  
Mobile studio equipment
    19,070       19,070  
Towers
    95,430       95,430  
Subtotal
    803,993       794,533  
Accumulated depreciation
    (672,694 )     (643,141 )
Property and equipment, net
  $ 131,299     $ 151,392  

Depreciation expense was $29,553 and $27,767 in 2006 and 2005, respectively.


 
THE RIVER BROADCASTING CO.
 NOTES TO FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2006 AND 2005
4.  Notes Payable
 
Notes payable consists of the following at December 31:
 
   
2006
   
2005
 
Note Payable – Related parties
  $ 247,700     $ 199,800  
Note Payable – Planters Bank
    310,334       337,450  
Total Notes Payable
  $ 558,034     $ 537,250  
 
The related party notes consist of notes payable to shareholders of the Company.  All related party notes are unsecured, interest free and due on demand.
 
The Planters bank note is renewable yearly and bears 6.85% interest.  The note is secured by the assets of the Company.
 
Future principal payments under note payable obligations as of December 31, 2007 and for each of the remaining years and in the aggregate are as follows:
 
Year Ending
 
Amount
 
December 31, 2007
  $ 558,034  
                         2008
    0  
                         2009
    0  
                         2010
    0  
                         2011
    0  
Total
  $ 558,034  
 
5. Commitments and Contingencies

Operating Leases
Future minimum cash lease commitments under all non-cancellable leases in effect at December 31, 2006 were as follows:

Year ending
 
Lease Commitments
 
December 31, 2007
  $ 6,750  
                         2008
    0  
                         2009
    0  
                         2010
    0  
                         2011
    0  
Total
  $ 6,750  

The Company leases their offices for $1,125 per month. The lease expired July 1, 2007 and the Company continued on a month to month basis after that date.
 

 
THE RIVER BROADCASTING CO.
 NOTES TO FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2006 AND 2005
 
6. Subsequent Event
 
On June 19, 2007, the Company was acquired by Debut Broadcasting of Nashville, TN.  Included in the purchase were all of the facilities, equipment, licenses and intellectual property necessary to operate the stations, in exchange for $1,037,134.


 
Maddox Ungar Silberstein, PLLC CPAs and Business Advisors
 
Phone (248) 203-0080
 
Fax (248) 281-0940
 
30600 Telegraph Road, Suite 2175
 
Bingham Farms, MI 48025-4586
 
www.maddoxungar.com
 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


To the Board of Directors
Shamrock Broadcasting, Inc.
Indianola, MS

We have audited the accompanying balance sheets of Shamrock Broadcasting, Inc., as of December 31, 2006 and 2005, and the related statements of operations, stockholder’s equity, and cash flows for the years then ended.  These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States).  Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement.  The Company has determined that it is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.  Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.  Accordingly, we express no such opinion.  An audit includes examining on a test basis, evidence supporting the amounts and disclosures in the financial statements.  An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.  We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Shamrock Broadcasting, Inc., as of December 31, 2006 and 2005 and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States.

/s/ Maddox Ungar Silberstein, PLLC
Maddox Ungar Silberstein, PLLC
 

 
Bingham Farms, Michigan
December 9, 2008
 
SHAMROCK BROADCASTING, INC.
BALANCE SHEETS
AS OF DECEMBER 31, 2006 AND 2005
 
   
2006
   
2005
 
ASSETS
           
Current Assets
           
Cash and cash equivalents
  $ 0     $ 2,918  
Accounts receivable – trade, net
    15,027       11,418  
Accounts receivable – employees
    2,470       1,600  
  Total Current Assets
    17,497       15,936  
Property and equipment, net
    51,302       55,797  
Other Assets
               
Frequency licenses
    75,000       75,000  
Goodwill
    2,500       2,500  
Total Other Assets
    77,500       77,500  
                 
TOTAL ASSETS
  $ 146,299     $ 149,233  
                 
LIABILITIES AND STOCKHOLDER’S EQUITY
               
                 
Current Liabilities
               
      Accounts payable
  $ 6,205     $ 6,848  
      Accrued payroll taxes
    317       793  
      Notes payable – current portion
    11,913       8,913  
      Notes payable – related party
    62,500       73,000  
Total Current Liabilities
    80,935       89,554  
Long-Term Debt
               
         Notes payable
    7,927       14,327  
                 
TOTAL LIABILITIES
    88,862       103,881  
                 
TOTAL LIABILITIES AND STOCKHOLDER’S EQUITY
  $ 146,299     $ 149,233  
 
The accompanying notes are an integral part of the financial statements.
 


SHAMROCK BROADCASTING, INC.
STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED DECEMBER 31, 2006 AND 2005
 
   
2006
   
2005
 
Gross Revenues
  $ 144,799     $ 152,343  
                 
Operating Expenses
    132,744       143,424  
                 
Operating Income
    12,055       8,919  
                 
Other Income
    30       824  
                 
Net Income
  $ 12,085     $ 9,743  
                 
Weighted Average Shares Outstanding:
Basic and Diluted
    1,000,000       1,000,000  
                 
Net Income per Share
  $ 0.01     $ 0.01  
 
The accompanying notes are an integral part of the financial statements.
 


SHAMROCK BROADCASTING, INC.
STATEMENT OF STOCKHOLDER’S EQUITY
AS OF DECEMBER 31, 2006
 
   
Common Stock
   
Additional Paid
   
Retained
       
   
Shares
   
Amount
   
in Capital
   
Earnings
   
Total
 
                               
Beginning Balance,
                             
January 1, 2005
    1,000,000     $ 1,000     $ 0     $ 34,609     $ 35,609  
                                         
Net Income for
                                       
the Year Ended
                                       
December, 31, 2005
                            9,743       9,743  
                                         
Balance,
                                       
December 31, 2005
    1,000,000       1,000       0       44,352       45,352  
                                         
Net Income for
                                       
the Year Ended
                                       
December 31, 2006
                            12,085       12,085  
                                         
Ending Balance,
                                       
December 31, 2006
    1,000,000     $ 1,000     $ 0     $ 56,437     $ 57,437  
 
The accompanying notes are an integral part of the financial statements.
 

 
SHAMROCK BROADCASTING, INC.
STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 2006 AND 2005
 
   
2006
   
2005
 
Cash Flows from Operating Activities:                
Net income for the year
  $ 12,085     $ 9,743  
                 
Adjustments to Reconcile Net Loss to Net Cash Used in
Operating Activities:
               
Depreciation expense
    7,243       10,880  
Changes in Assets and Liabilities
               
(Increase) decrease in accounts receivable
    (3,609 )     14,359  
(Increase) decrease in accounts receivable – employees
    (870 )     25  
(Decrease) in accounts payable
    (643 )     (4,969 )
Increase (decrease) in accrued payroll taxes
    (476 )     418  
Net Cash Provided By Operating Activities
    13,730       30,456  
                 
Cash Flows from Investing Activities:                
Acquisition of property and equipment
    (2,748 )     (4,243 )
Net Cash Used in Investing Activities
    (2,748 )     (4,243 )
                 
Cash Flows from Financing Activities:                
Payments of notes payable
    (8,969 )     (31,831 )
Payments of notes payable – related party
    (10,500 )     (2,000 )
Proceeds from notes payable
    5,569       332  
Net Cash (Used in) Financing Activities
    (13,900 )     (33,499 )
                 
Net (Decrease) in Cash and Cash Equivalents
    (2,918 )     (7,286 )
                 
Cash and Cash Equivalents – Beginning
    2,918       10,204  
                 
Cash and Cash Equivalents – Ending
  $ 0     $ 2,918  
                 
Supplemental Cash Flow Information:                
Cash Paid for Interest
  $ 50     $ 436  
Cash Paid for Income Taxes
  $ 0     $ 0  
 
The accompanying notes are an integral part of the financial statements.
 

 
SHAMROCK BROADCASTING, INC.
 
 NOTES TO FINANCIAL STATEMENTS
 
YEARS ENDED DECEMBER 31, 2006 AND 2005

 
1. Organization
 
Shamrock Broadcasting, Inc (the “Company”) is a privately held company, founded in 1984 located and conducts business from its principal executive office at 1220 Bayou Drive, Indianola MS 38751.  The Company owns and operates two radio stations in Mississippi.
 
2. Summary of Significant Accounting Policies
 
Accounts Receivable
 
The Company uses 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.  Accounts receivable are written off against the allowance when a balance is determined to be uncollectible.  Accounts receivable on the consolidated balance sheet is stated net of the allowance for doubtful accounts.
 
Property and equipment
Property and equipment are recorded at cost.  Depreciation is calculated using the straight-line method over the estimated useful life of the assets. Building improvements are amortized using the straight-line method over the term of the lease or the useful life of the improvements, whichever is shorter. Accelerated depreciation methods are generally used for income tax purposes.  Repairs and maintenance costs are charged directly to expense as incurred.
 
Goodwill
 
Goodwill is the excess of the purchase price over the fair value of identifiable net assets acquired in business combinations accounted for under the purchase method as described in SFAS No. 142, Goodwill and Other Intangible Assets.  Goodwill is tested yearly or impairment.  The Company recognizes fair values utilizing widely accepted valuation techniques, including discounted cash flows and market multiple analyses.
 
Income Taxes
 
The Company has, with the consent of its stockholder, made an election under the Internal Revenue Code to be treated as an S Corporation for Federal tax purposes.  Accordingly, the stockholder reports the Company’s taxable income and deductions on his individual income tax return.  Therefore, the Company has made no provision for Federal income taxes.
 

 
SHAMROCK BROADCASTING, INC.
 
 NOTES TO FINANCIAL STATEMENTS
 
YEARS ENDED DECEMBER 31, 2006 AND 2005

 
2. Summary of Significant Accounting Policies (continued)
 
Use of Estimates
 
In preparing the financial statements in conformity with accounting principles generally accepted in the United States (GAAP), the Company is required to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and revenue and expenses during the reporting period.  Actual results could differ materially from our estimates.
 
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.
 
New Accounting Pronouncements
 
The Company does not expect the adoption of recently issued accounting pronouncements to have a significant impact on the Company’s results of operation, financial position or cash flow.
 
3.  Property and Equipment
 

Property and equipment consisted of the following at December 31:
 
   
2006
   
2005
 
Land
  $ 17,431     $ 17,431  
Leasehold improvements
    48,946       48,946  
Broadcasting equipment
    500,249       497,502  
Studio office equipment
    84,687       84,687  
Record library
    15,176       15,176  
Towers
    820       820  
Automobiles
    83,234       83,234  
Subtotal
    750,543       747,796  
Accumulated depreciation
    (699,241 )     (691,999 )
Property and equipment, net
  $ 51,302     $ 55,797  

Depreciation expense was $7,243 and $10,880 in 2006 and 2005, respectively.


 
SHAMROCK BROADCASTING, INC.
 
 NOTES TO FINANCIAL STATEMENTS
 
YEARS ENDED DECEMBER 31, 2006 AND 2005
 

4.  Long-Term Debt
 
Long-term debt consists of the following at December 31:

   
2006
   
2005
 
Note Payable – Related party
  $ 62,500     $ 73,000  
Note Payable – Planters Bank
    5,119       0  
Note Payable – Amsouth
    14,721       23,240  
Less current portion
    (74,413 )     (81,913 )
Long-Term Debt
  $ 7,927     $ 14,327  

The related party note is to G. M. Brophy, a shareholder of the Company, and is unsecured, interest free due on demand.

The note payable to Planters Bank is a commercial line of credit that is drawn upon as needed by the Company.  The note renews yearly and bears an interest rate of 6.85%.

The note payable to Amsouth consists of two auto loans that will be paid off in full on May 31, 2008 and November 30, 2008, respectively.

Future principal payments under note payable obligations as of December 31, 2006 and for each of the remaining years and in the aggregate are as follows:
 

Year Ending
 
Amount
 
December 31, 2007
  $ 74,413  
                        2008
    7,927  
                        2009
    0  
                        2010
    0  
                        2011
    0  
Total
  $ 82,340  

5.  Subsequent Event
 
On June 7, 2007, the Company was acquired by Debut Broadcasting, Inc. of Nashville, TN.  Included in the purchase were 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 sold the accounts receivable to Debut Broadcasting, Inc. in exchange for a $10,134 promissory note receivable in equal installments made in each of three months following completion of the transaction.


 
DEBUT BROADCASTING CORPORATION, INC
PROFORMA - CONSOLIDATING BALANCE SHEET
3/31/2007 (UNAUDITED)
 
   
The
   
Shamrock
   
River
       
   
Marketing Group
   
Broadcasting,
   
Broadcasting
       
   
Inc.
   
Inc.
   
Inc.
   
Consolidated
 
ASSETS
                       
Current Assets
                       
Cash
  $ 30,003     $ 384     $ 6,288     $ 36,675  
Accounts Receivable
    403,315       19,654       53,090       476,059  
Total Current Assets
    433,318       19,948       59,378     $ 512,734  
                                 
Property and Equipment, Net
    58,639       125,106       124,399     $ 308,144  
                                 
Other Assets
                               
Goodwill
    --       2,500       290,048     $ 292,548  
Total Other Assets
    11,520       2,500       290,048     $ 304,068  
                                 
TOTAL ASSETS
  $ 491,957     $ 147,554     $ 473,825     $ 1,113,336  
                                 
LIABILITIES AND STOCKHOLDERS' DEFICIT
                               
Current Liabilities
                               
Accounts Payable -Trade
  $ 208,119     $ 5,966     $ 44,145     $ 258,230  
Accounts Payable - Shareholder
    --       --       107,820       107,820  
                                 
Accrued Expenses
    58,180       278       441       58,899  
Notes Payable
    844,278       17,711       302,211       1,164,200  
Notes Payable - Related Party
    215,157       73,000       255,700       543,857  
TOTAL LIABILITIES
    1,325,735       96,955       710,317       2,133,007  
STOCKHOLDERS' DEFICIT
                               
Common stock
  $ 1,000     $ 1,000     $ 29,688     $ 31,688  
Additional Paid in Capital
    --       114,232       114,232          
                                 
Retained Earnings (Accumulated Deficit)
  $ (834,778 )     49,599     $ (380,412 )   $ (1,165,591 )
                                 
TOTAL STOCKHOLDERS' DEFICIT
    (833,778 )     50.599       (236,492 )     (1,070,219 )
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT
  $ 491,957     $ 147,554     $ 473,825          
 

 
Exhibits:
 
Exhibit No.
 
Document Description
 
10.1
Asset Purchase Agreement by and between Shamrock Broadcasting and Debut Broadcasting (incorporated herein by reference).
   
10.2 Asset Purchase Agreement by and between River Broadcasting and Debut Broadcasting (incorporated herein by reference).
 
 
 
SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
Date: April 27, 2009
By:
/s/ SARIAH HOPKINS  
    Sariah Hopkins  
    Chief Financial Officer  
    (Principal Financial
And Accounting Officer)