SECURITIES AND EXCHANGE COMMISSION
þ | QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended March 31, 2010
o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission file number 0001254371
DEBUT BROADCASTING CORPORATION, INC.
(Exact name of registrant as specified in its charter)
Nevada | | 88-0417389 |
(State or other jurisdiction of incorporation or organization) | | (I.R.S. Employer Identification No.) |
1011 Cherry Avenue, Nashville, TN | | 37203 |
(Address of principal executive offices) | | (Zip Code) |
(Registrants telephone number, including area code)
Securities Registered Pursuant to Section 12(b) of the Act:
Securities Registered Pursuant to Section 12(g) of the Act:
Common Stock, par value $0.003 per share
(Former name, former address, and formal fiscal year if changed since last report)
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 filer o Accelerated filer o Non-accelerated filer o Smaller Reporting Company þ
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No þ
As of May 13, 2010, there were 28,866,886 shares of common stock issued and outstanding.
TABLE OF CONTENTS
| | | | Page |
| | PART I - FINANCIAL INFORMATION | | |
| | | | |
Item 1. | | Financial Statements | | 3 |
Item 2. | | Management’s Discussion and Analysis or Plan of Operation | | 18 |
Item 3. | | Qualitative and Quantitative Disclosures About Market Risk. | | 20 |
| | | | |
| | PART II - OTHER INFORMATION | | |
| | | | |
Item 1. | | Legal Proceedings | | 21 |
Item 2. | | Unregistered Sales of Equity Securities and Use of Proceeds | | 21 |
Item 3. | | Defaults Upon Senior Securities | | 23 |
Item 4. | | Submission of Matters to a Vote of Security Holders | | 23 |
Item 5. | | Other Information | | 24 |
Item 6. | | Exhibits | | 24 |
EXPLANATORY NOTE
This Amendment No. 1 on Form 10-Q/A (the “Amendment”) amends the quarterly report of Debut Broadcasting Corporation, Inc. (the “Company”) on Form 10-Q for the quarter ended March 31, 2010 as filed with the Securities and Exchange Commission on May 17, 2010 (the “Original Filing”). This Amendment (i) replaces the quarterly report on Form 10-Q in its entirety.
In addition, as required by Rule 12b-15 under the Exchange Act, new certifications by the Company’s principal executive officer and principal financial officer are filed as exhibits to this Amendment. This Amendment does not reflect events occurring after the date of the Original Filing or modify or update any disclosures that may have been affected by subsequent events.
PART I - FINANCIAL INFORMATION
Item 1. | Financial Statements |
Our financial statements included in this Form 10-Q are as follows: |
| |
F-1 | Condensed Consolidated Balance Sheets as of March 31, 2010 (unaudited) and December 31, 2009 (audited); |
| |
F-2 | Consolidated Statements of Operations (unaudited) for the three months ended March 31 2010 and 2009; |
| |
F-3 | Consolidated Statement of Stockholder’s Deficit (unaudited) for the three months ended March 31, 2010; |
| |
F-4 | Consolidated Statements of Cash Flows (unaudited) for the three months ended March 31, 2010 and 2009; |
These financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and the SEC instructions to Form 10-Q. In the opinion of management, all adjustments considered necessary for a fair presentation have been included. Operating results for the interim period ended March 31, 2010 are not necessarily indicative of the results that can be expected for the full year. Balance sheet information as of December 31, 2009 was derived from the Company’s audited financial statements for the year ended December 31, 2009.
DEBUT BROADCASTING CORPORATION, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
| | March 31 2010 (Unaudited) | | | December 31 20091 | |
ASSETS | | | | | | |
Current assets | | | | | | |
Cash and cash equivalents | | $ | 25,132 | | | $ | 62,471 | |
Accounts receivable, net | | | 892,417 | | | | 835,302 | |
Prepaid expenses | | | 55,679 | | | | 23,777 | |
Unexercised stock warrants | | | 1,004,658 | | | | 1,004,658 | |
Total current assets | | | 1,977,886 | | | | 1,926,208 | |
| | | | | | | | |
Property and equipment, net | | | 631,965 | | | | 636,130 | |
Deposits | | | 10,105 | | | | 8,628 | |
Goodwill | | | 459,280 | | | | 459,280 | |
FCC licenses | | | 1,509,500 | | | | 1,509,500 | |
Other intangible assets, net | | | 1,978,885 | | | | 1,977,408 | |
| | | | | | | | |
Total assets | | $ | 4,588,736 | | | $ | 4,539,746 | |
| | | | | | | | |
LIABILITIES AND STOCKHOLDERS' DEFICIT | | | | | | | | |
Current liabilities | | | | | | | | |
Accounts payable | | $ | 1,085,812 | | | $ | 932,121 | |
Accrued expenses and taxes | | | 233,007 | | | | 148,533 | |
Notes payable to shareholders | | | 375,000 | | | | 750,000 | |
Lines of credit | | | 779,651 | | | | 716,407 | |
Current portion of long-term debt | | | 629,490 | | | | 586,167 | |
Unrecognized stock warrant loss | | | 1,035,523 | | | | 1,035,523 | |
Total current liabilities | | | 4,138,483 | | | | 4,168,751 | |
| | | | | | | | |
Long term liabilities | | | | | | | | |
Leases payable | | | 2,445 | | | | 2,445 | |
Long-term debt | | | 804,905 | | | | 820,767 | |
Total long term liabilities | | | 807,350 | | | | 823,212 | |
| | | | | | | | |
Total liabilities | | | 4,945,833 | | | | 4,991,963 | |
| | | | | | | | |
Stockholders' deficit | | | | | | | | |
Common stock - $.003 par value, 100,000,000 shares authorized | | | 86,601 | | | | 64,601 | |
Additional paid in capital | | | 3,490,121 | | | | 3,137,621 | |
Accumulated deficit | | | (3,933,819 | ) | | | (3,653,939 | ) |
Total stockholders' deficit | | | (357,097 | ) | | | (451,717 | ) |
Total liabilities and stockholders' deficit | | $ | 4,588,736 | | | $ | 4,539,746 | |
The accompanying notes are an integral part of these financial statements.
1 Derived from the Company’s audited financial statements from the year ended December 31, 2009.
DEBUT BROADCASTING CORPORATION, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
| | Three months ended March 31, | |
| | 2010 | | | 2009 | |
| | | | | | |
Net Revenue | | $ | 409,256 | | | $ | 474,327 | |
| | | | | | | | |
Operating expenses | | | | | | | | |
Advertising | | | 14,039 | | | | 6,739 | |
Operating expense | | | 632,349 | | | | 588,302 | |
Depreciation expense | | | 15,031 | | | | 49,190 | |
Merger and acquisition related expenses | | | - | | | | - | |
| | | | | | | | |
Total operating expenses | | | 661,419 | | | | 644,229 | |
| | | | | | | | |
Operating (loss) | | | (252,163 | ) | | | (169,903 | ) |
| | | | | | | | |
Other income and expense | | | | | | | | |
Interest expense | | | 31,217 | | | | 76,791 | |
Interest income | | | (3,500 | ) | | | (1,615 | ) |
| | | | | | | | |
Total other income and expenses | | | 27,717 | | | | 75,177 | |
| | | | | | | | |
Net (loss) | | $ | (279,880 | ) | | $ | (244,807 | ) |
The accompanying notes are an integral part of these financial statements.
DEBUT BROADCASTING CORPORATION, INC.
CONSOLIDATED STATEMENT OF STOCKHOLDERS’ DEFICIT
AS OF MARCH 31, 2010
(UNAUDITED)
| | | | | Additional | | | | | | | |
| | Common Stock | | | Paid in | | | Accumulated | | | | |
| | Shares | | | Amount | | | Capital | | | Deficit | | | Total | |
| | | | | | | | | | | | | | | |
Balance, January 1, 2008 | | | 19,794,360 | | | $ | 30,383 | | | $ | 3,162,272 | | | $ | (2,421,792 | ) | | $ | 770,863 | |
| | | | | | | | | | | | | | | | | | | | |
Exercise of stock warrants | | | 8,500 | | | | 26 | | | | 59 | | | | - | | | | 85 | |
| | | | | | | | | | | | | | | | | | | | |
Stock issued for services | | | 22,026 | | | | 66 | | | | 1,476 | | | | - | | | | 1,542 | |
| | | | | | | | | | | | | | | | | | | | |
Stock issued as compensation | | | 42,000 | | | | 126 | | | | 2,814 | | | | - | | | | 2,940 | |
| | | | | | | | | | | | | | | | | | | | |
Net loss for the year ended December 31, 2008 | | | - | | | | - | | | | - | | | | (812,554 | ) | | | (812,554 | ) |
| | | | | | | | | | | | | | | | | | | | |
Balance, December 31, 2008 | | | 19,866,886 | | | | 30,601 | | | | 3,166,621 | | | | (3,234,346 | ) | | | (37,124 | ) |
| | | | | | | | | | | | | | | | | | | | |
Stock issued to officers | | | 1,500,000 | | | | 4,500 | | | | - | | | | - | | | | 4,500 | |
| | | | | | | | | | | | | | | | | | | | |
Par value correction | | | | | | | 29,000 | | | | (29,000 | ) | | | - | | | | 0 | |
| | | | | | | | | | | | | | | | | | | | |
Net loss for the year ended December 31, 2009 | | | - | | | | - | | | | - | | | | (419,593 | ) | | | (419,593 | ) |
| | | | | | | | | | | | | | | | | | | | |
Balance, December 31, 2009 | | | 21,366,886 | | | | 64,601 | | | | 3,137,621 | | | | (3,653,939 | ) | | | (451,717 | ) |
Stock issued for conversion of Remington Note | | | 7,500,000 | | | | 22,500 | | | | 352,500 | | | | - | | | | 375,000 | |
Par value correction | | | | | | | (500 | ) | | | | | | | | | | | (500 | ) |
Net Loss for 3 Months Ended March 31, 2010 | | | | | | | | | | | | | | | (279,880 | ) | | | (279,880 | ) |
Ending Balance, March 31, 2010 | | | 28,866,866 | | | $ | 86,601 | | | $ | 3,490,121 | | | $ | (3,933,819 | ) | | $ | (357,097 | ) |
DEBUT BROADCASTING CORPORATION, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
| | For the three Months Ended March 31, | |
| | 2010 | | | 2009 | |
Operating activities: | | | | | | |
Net loss | | $ | (279,880 | ) | | $ | (244,807 | ) |
Adjustments to reconcile net loss to net cash provided by/(used in) operating activities: | | | | | | | | |
Depreciation and amortization | | | 15,031 | | | | 49,190 | |
Changes in operating assets and liabilities, net of effects of acquisitions: | | | | | | | | |
Stock issued for debt restructuring | | | 375,000 | | | | - | |
(Increase) decrease in accounts receivable | | | (57,115 | ) | | | 208,630 | |
(Increase) decrease in other current assets | | | (40,610 | ) | | | (9,381 | ) |
Increase (decrease) in accounts payable | | | 153,691 | | | | 181,356 | |
Increase (decrease) in accrued expenses and taxes | | | 84,474 | | | | (190,545 | ) |
| | | | | | | | |
Net cash provided by/(used in) operating activities | | | 250,591 | | | | (5,557 | ) |
| | | | | | | | |
Investing activities: | | | | | | | | |
Purchases of property and equipment | | | (4,135 | ) | | | (10,812 | ) |
| | | | | | | | |
Net cash used in investing activities | | | (4,135 | ) | | | (10,812 | ) |
| | | | | | | | |
Financing activities: | | | | | | | | |
Proceeds from issuance of stock warrants | | | - | | | | - | |
Proceeds from bank credit facility | | | 106,567 | | | | (402 | ) |
Proceeds from shareholder notes | | | (375,000 | ) | | | - | |
Repayment of long term debt | | | (15,362 | ) | | | (29,445 | ) |
| | | | | | | | |
Net cash provided by/(used in) financing activities | | | (283,795 | ) | | | (29,847 | ) |
| | | | | | | | |
Net increase/(decrease) in cash and cash equivalents | | | (37,339 | ) | | | (46,216 | ) |
| | | | | | | | |
Cash and cash equivalents at beginning of period | | | 62,471 | | | | 59,143 | |
| | | | | | | | |
Cash and cash equivalents at end of period | | $ | 25,132 | | | $ | 12,927 | |
The accompanying notes are an integral part of these financial statements.
DEBUT BROADCASTING CORPORATION, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2010
Note 1 - Organization
Debut Broadcasting Corporation, Inc. (the “Company”) is located in Nashville, Tennessee and conducts business from its principal executive office at 1011 Cherry Avenue, Nashville, Tennessee 37203. The Company relocated to the current office location on May 1, 2010. The Company produces and distributes syndicated radio programs to radio stations across the United States and Canada. In addition, the Company owns and operates seven radio stations in Mississippi.
The Company maintains radio syndication in Nashville and produces and distributes 14 radio programs, which are broadcast over approximately 1,400 radio station affiliates. These radio programs have an estimated 40 million U.S. listeners per week. In addition to its syndication services, the Company owns and operates a multi-media studio with audio, video and on-line content production capabilities. This facility is located in Nashville, Tennessee. The Company also provides marketing, consulting and media buying (advertising) for its radio broadcast station customers in the United States.
Note 2 - Basis of Presentation and Interim Results
The condensed consolidated financial statements include the accounts of the Company, and its subsidiaries. The interim financial statements of the Company have been prepared without audit.
Certain information and footnote disclosures normally included in annual financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted. We believe that the disclosures are adequate to make the financial information presented not misleading. These condensed financial statements should be read in conjunction with the audited consolidated financial statements and the notes thereto for the year ended December 31, 2009. All adjustments were of a normal recurring nature unless otherwise disclosed. In the opinion of management, all adjustments necessary in order to make the financial statements not misleading have been included. The results of operations for such interim periods are not necessarily indicative of the results for the full year.
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.
DEBUT BROADCASTING CORPORATION, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2009
Note 2 - Basis of Presentation and Interim Results (continued)
The Company recognizes its advertising and programming revenues for its owned and operated radio broadcast stations when the advertising airs. Generally, the Company is paid by the local advertiser for advertising coordinated and contracted through a local employee sales representative or sales manager.
Advertising
The Company expenses advertising costs as they are incurred. Total advertising costs of $14,039 and $6,739 are included in the financial statements for the three months ended March 31, 2010 and March 31, 2009, respectively.
Financing
We will require additional capital to execute on our plan to grow through the acquisition of radio stations and radio station clusters. We do not presently have sufficient capital to make additional acquisitions. We intend to raise additional capital over the next twelve months through additional equity offerings.
We have made our initial radio station acquisitions without taking on any additional debt financing. However, debt financing may be advisable and attractive as we contemplate future additional acquisitions.
Although we are and will be unable to predict the precise terms of any financing until the time that such financing is actually obtained, it is likely that any such financing will fit within the following parameters:
• None of the indebtedness to which the Properties would be subject will be recourse to the shareholders, although some or all of the indebtedness may be recourse to us. However, each obligation will be secured by a first lien and/or second lien security interest in the financed Property. It is probable that all of our Properties will be subject to substantial security interests.
• We expect any indebtedness will be first repaid with the operating revenues of the Properties. Operating revenues will first be applied to the payment of interest, principal amortization (if any), and principal on primary indebtedness. Next, operating revenues will be applied to interest on and principal of any subordinate financing.
• Each of these financing arrangements may be subject to acceleration in the event of default, including non-payment, insolvency, or the sale of a Property. Upon an acceleration, if we are unable to effect an immediate refinancing, we may lose one or more of our Properties by foreclosure.
While financing may initially be available only on a radio station by radio station basis, we may eventually seek to refinance all of our Properties in one non-recourse loan which will, in all likelihood, be secured by all of our Properties.
In connection with acquisitions, dispositions and financing, we will incur appropriate accounting and legal fees.
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) |
G Mississippi | | WNLA FM | | Indianola, MS | | | 105.5 | | June 1, 2012 | | A | | | 190 | | 4400 |
| | WBAQ FM | | Greenville, MS | | | 97.9 | | June 1, 2012 | | C2 | | | 502 | | 48000 |
| | WIQQ FM | | Leland, MS | | | 102.3 | | June 1, 2012 | | A | | | 446 | | 1650 |
| | WNLA AM | | Indianola, MS | | | 1380 | | June 1, 2012 | | D | | | AM | | 500 |
| | WNIX AM | | Greenville, MS | | | 1330 | | June 1, 2012 | | B | | | AM | | 1000 |
| | WBBV FM | | Vicksburg, MS | | | 101.1 | | June 1, 2012 | | C3 | | | 394 | | 13000 |
| | KLSM FM | | Tallulah, LA | | | 104.9 | | June 1, 2012 | | A | | | 299 | | 3000 |
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”)(“ASC 740-10”)(“ASC 810-10”), on May 17, 2007. As required by the provisions for the topic of Accounting for Uncertainty in Income Taxes of FASB ASC, our interpretation increases the relevancy and comparability of financial reporting by clarifying the way companies account for uncertainty in income taxes. FIN 48 prescribes a consistent recognition threshold and measurement attribute, as well as clear criteria for subsequently recognizing, derecognizing and measuring such tax positions for financial statement purposes. The interpretation also requires expanded disclosure with respect to the uncertainty in income taxes. We do not believe that the timing of the adoption of FIN 46 has created any material differences in comparability between the three months ended March 31, 2009, and the three months ended March 31, 2010.
Note 4 - Loss Per Share
We present basic loss per share on the face of the condensed consolidated balance sheets. As provided by SFAS No. 128, Earnings Per Share, basic loss per share is calculated as income available to common stockholders divided by the weighted average number of shares outstanding during the period.
On June 18, 2008, we issued to Wolcott Squared a warrant to purchase 18,408 shares of our common stock at an exercise price of $0.3925 per share, with an expiration date of December 17, 2017.The consideration received for this warrant was services rendered in December of 2007 valued at $7,225.
On June 18, 2008, we issued to Wolcott Squared a warrant to purchase 22,279 shares of our common stock at an exercise price of $0.51 per share with an expiration date of January 31, 2018. The consideration received for this warrant was services rendered in January of 2008 valued at $11,362.
On June 18, 2008, we issued to Wolcott Squared a warrant to purchase 5,686 shares of our common stock at an exercise price of $0.51 per share with an expiration date of February 29, 2018. The consideration received for this warrant was services rendered in February of 2008 valued at $2,899.
On June 30, 2008, we issued to Politis Communications a warrant to purchase 10,254 shares of our common stock at an exercise price of $0.01 per share, with an expiration date of June 29, 2018. The consideration received for this warrant was services rendered by Politis Communications.
On September 22, 2008, we issued to Stephen Ross, a third party, a warrant to purchase 18,000 shares of Company common stock at an exercise price of $0.50 per share, with an expiration date of January 31, 2011. The consideration we received for this warrant was legal services rendered by Stephen Ross, Esq,
On September 22, 2008, we issued to Stephen Ross, a third party, a warrant to purchase 27,000 shares of Company common stock at an exercise price of $0.50 per share, with an expiration date of September 30, 2011. The consideration we received for this warrant was legal services rendered by Stephen Ross, Esq,
DEBUT BROADCASTING CORPORATION, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2009
Note 4 - Loss Per Share - Continued
On September 30, 2008, we issued to Politis Communications a warrant to purchase 5,495 shares of Company common stock at an exercise price of $0.01 per share, with an expiration date of September 29, 2018. The consideration received for this warrant was public relations services rendered by Politis Communications.
On December 31, 2008, we issued to Stephen Ross, a third party, a warrant to purchase 27,000 shares of Company common stock at an exercise price of $0.50 per share, with an expiration date of December 31, 2011. The consideration we received for this warrant was legal services rendered by Stephen Ross, Esq,
On December 31, 2008, we issued to Politis Communications a warrant to purchase 5,495 shares of Company common stock at an exercise price of $0.01 per share, with an expiration date December 31, 2018. The consideration received for this warrant was public relations services rendered by Politis Communications.
On April 1, 2009, the Company issued to Stephen Ross, a third party, a warrant to purchase 27,000 shares of Company common stock at an exercise price of $0.50 per share, with an expiration date of April 1, 2012. The consideration we received for this warrant was legal services rendered by Stephen Ross, Esq.
On June 30, 2009, the Company issued to Stephen Ross, a third party, a warrant to purchase 27,000 shares of Company common stock at an exercise price of $0.50 per share, with an expiration date of June 30, 2012. The consideration we received for this warrant was legal services rendered by Stephen Ross, Esq.
On September 30, 2009, the Company issued to Stephen Ross, a third party, a warrant to purchase 27,000 shares of Company common stock at an exercise price of $0.50 per share, with an expiration date of April 1, 2012. The consideration we received for this warrant was legal services rendered by Stephen Ross, Esq.
On December 31, 2009, the Company issued to Stephen Ross, a third party, a warrant to purchase 27,000 shares of Company common stock at an exercise price of $0.50 per share, with an expiration date of June 30, 2012. The consideration we received for this warrant was legal services rendered by Stephen Ross, Esq.
On September 21, 2009, the Company issued to Riverfalls Financial Partners, LLC, an option to purchase 30,000,000 shares of Company common stock at an exercise price of $0.05 per share, with an expiration date of July 31, 2011. This option was excluded from valuation as the volatility associated with the stock price and the percentage of ownership this option represents prevented an accurate valuation. Should Riverfalls Financial Partners, LLC execute this option their ownership would represent a 60% controlling interest in the company for an investment of $1,500,00.
We revalue warrants quarterly utilizing the Black-Scholes method.
All of these warrants and options were issued in reliance upon the exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), as set forth in Section 4(2) under the Securities Act and Rule 506 of Regulation D promulgated thereunder relating to sales by an issuer not involving any public offering, to the extent an exemption from such registration was required.
On December 5, 2008, Politis Communications exercised a warrant to purchase 8,500 shares of our common stock at $0.01 per share. The shares were authorized by Politis Communications as compensatory gifts to a number of employees of Politis Communications. No underwriters were involved in this warrant exercise. The underlying shares are restricted and carry piggy-back registration rights.
DEBUT BROADCASTING CORPORATION, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2009
Note 4 - Loss Per Share - Continued
On December 5, 2008, we issued a stock certificate to Mohammed Rahman for 22,026 shares of our common stock at $0.07 per share. We issued the shares of common stock to Mohammed Rahman in exchange for services rendered. No underwriters were involved in this sale of securities. Outside of the existing vendor client relationship, the investor has no prior relationship to the company. The underlying shares are restricted and carry piggy-back registration rights.
On December 3, 2008, we issued a stock certificate to an officer for 42,000 shares of our common stock at $0.07 per share. We issued the shares of common stock to the officer as a compensatory bonus for services rendered. The underlying shares are restricted and carry piggy-back registration rights.
On December 31, 2009, we issued a stock certificate to an officer for 500,000 shares of common stock at $0.003 per share. We issued the shares of common stock to the officer as consideration for his personal guaranties of company debt according to the terms of his executive employment agreement dated May 7, 2009. The underlying shares are restricted and carry piggy-back registration rights.
On December 31, 2009, we issued a stock certificate to an officer for 500,000 shares of common stock at $0.003 per share. We issued the shares of common stock to the officer as consideration for his personal guaranties of company debt according to the terms of his executive employment agreement dated May 7, 2009. The underlying shares are restricted and carry piggy-back registration rights.
On December 31, 2009, we issued a stock certificate to an officer for 500,000 shares of common stock at $0.003 per share. We issued the shares of common stock to the officer as consideration for her personal guaranties of company debt according to the terms of her executive employment agreement dated May 7, 2009. The underlying shares are restricted and carry piggy-back registration rights.
The Company issued the above-described shares of our common stock in reliance upon the exemption from the registration requirements of the Securities Act of 1933, as amended, as set forth in Section 4(2) under the Securities Act and Rule 506 of Regulation D promulgated thereunder relating to sales by an issuer not involving any public offering, to the extent an exemption from such registration was required. The purchasers represented to us that they were accredited investors as defined in Rule 501(a) of the Securities Act and that the securities issued pursuant thereto were being acquired for investment purposes. The sales of these securities were made without general solicitation or advertising.
Note 5 - Property and equipment
Property and equipment are stated at cost less accumulated depreciation. Depreciation of property and equipment are computed using the straight-line method based upon estimated lives of assets ranging between three to thirty years. Property and equipment are summarized as follows:
| | | | | | | | |
| | | | $ | 49,500 | | | $ | 49,500 | |
Buildings and building improvements | | | | | 138,705 | | | | 138,705 | |
Towers and studio equipment | | | | | 412,176 | | | | 412,176 | |
Furniture, fixtures and equipment | | | | | 296,430 | | | | 285,563 | |
| | | | | 153,383 | | | | 153,383 | |
| | | | | | | | | | |
| | | | | (418,229 | ) | | | (403,297 | ) |
Property and equipment, net | | | | $ | 631,965 | | | $ | 636,130 | |
DEBUT BROADCASTING CORPORATION, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2009
Note 5 - Property and equipment - Continued
Of the $631,965 in Net Property and Equipment as of March 31, 2010, $35,000 was added through the acquisition of the radio broadcast station WBBV FM during the third quarter of 2008 including equipment purchases to support the acquired stations.
Note 6 - Lines of Credit
On May 3, 2002 and amended on April 26, 2004, the Company entered into an unsecured promissory note establishing a revolving line of credit with the Bank of America for $75,000. The note requires monthly interest payments and the interest rate is based on the bank’s prime rate, which was 4.75% at March 31, 2009. The note matures on May 3, 2010. The balance of the line of credit at both March 31, 2010 and 2009 was $0 and $75,000 respectively.
The Company signed a promissory note and established a revolving line of credit on February 27, 2004 for $200,000 with Regions Bank to refinance existing debt. The note matured on August 31, 2009, and required monthly interest payments accruing at an initial rate of 7.58% and a current rate of 4.35938% at March 31, 2009. The rate is subject to monthly changes based on an independent index plus 2.25%.
The note was secured by personal guarantee of certain officers of the Company and all inventory, chattel paper, accounts, equipment and general intangibles existing or purchased after the signing of the related agreement. The balance was paid off in full on December 18, 2009. The principal balance at March 31, 2010 and 2009 was $0 and $199,297, respectively.
The Company signed a promissory note and established a revolving line of credit on August 22, 2008 for $500,000 with SunTrust Bank to facilitate the acquisition of WBBV. The note matured on August 22, 2009 and was converted to a term loan.
The note was secured by personal guarantee of certain officers of the Company and all inventory, chattel paper, accounts, equipment and general intangibles existing or purchased by the wholly-owned subsidiary entity, Debut Broadcasting Mississippi, after the signing of the related agreement. The balance of the loan at March 31, 2010 and 2009 was $0 and $499,914 respectively.
On December 18, 2009, the Company signed a promissory note with Crestmark Bank for $400,000. The loan is secured by all inventory, chattel paper, accounts, equipment and general intangibles of the Company. The loan matures August 30, 2011 and is payable in variable monthly installments at a rate of prime plus 2.75% for the applicable index period. The balance of the loan at March 31, 2010 and 2009 was $297,704 and $0 respectively
The note is secured by personal guarantee of certain officers of the Company and all inventory, chattel paper, accounts, equipment and general intangibles existing or purchased by the wholly-owned subsidiary entity, The Marketing Group, after the signing of the related agreement.
DEBUT BROADCASTING CORPORATION, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2009
Note 7 - Notes Payable to Shareholders
Debut Broadcasting Shareholder Notes
On January 21, 2008 the Company entered into a loan agreement with Remington Capital Partners for $250,000. This loan agreement included warrant coverage for 62,500 shares of common stock, a $2,000 loan origination fee and interest of 18% per annum due monthly. The promissory note plus any accrued interest is payable on July 31, 2009.
On February 26, 2008 the Company entered into a loan agreement with Remington Capital Partners for $500,000. This loan agreement included warrant coverage for 125,000 shares of common stock, a $2,000 loan origination fee and interest of 18% per annum due monthly. The promissory note plus any accrued interest is payable on July 31, 2009.
On January 7, 2010 the company converted $375,000 of the outstanding balance of the Remington Capital Partners loan to shares of common stock of the company. The remaining $375,000 balance is to be paid interest only at a rate of 12% per year through 2010, at which time it will automatically convert to a term loan.
Total interest expense associated with the shareholder loans for the three months ended March 31, 2010 and 2009 was $12,123 and $34,397 respectively. Accrued interest due to shareholders was $0 and $0 as of March 31, 2010 and 2009, respectively.
Note 8 - Loans Payable
On August 15, 2006, the Company signed a promissory note with Regions Bank for $300,000 with an initial interest rate of 7.58% and a current rate of 2.58313% as of March 31, 2009. The loan was secured by all inventory, chattel paper, accounts, equipment and general intangibles of the Company. The loan would have matured on August 30, 2011 and was payable in monthly installments of $6,058, including variable interest at 2.25% points per annum over the London Interbank Offered Rate for the applicable index period.
Total interest expense on the Regions Bank loan for the three months ended March 31, 2010 and 2009 was $0 and $1,154 respectively. The balance was settled on December 18, 2009. The balance of the loan at March 31, 2009 was $152,550 of which $41,365 was classified as current portion of long-term debt. The balance of the loan at March 31, 2010 was $0.00.
Citadel Communications Loan
On August 28, 2002, the Company signed an unsecured promissory note with Citadel Communications for $430,415. The loan has no maturity date and accrues interest at a rate of 12%. The note was amended in April, 2003 requiring interest only payments indefinitely. The company negotiated a settlement of $24,322 to be paid to Citadel Communications in one lump sum, which was accepted on September 21, 2009 by Citadel Communications. Total interest expense on the Citadel Communications loan for the three months ended March 31, 2010 and 2009 was $0 and $10,428 respectively. The balance of the loan at both March 31, 2010 and 2009 was $0 and $347,491 respectively.
DEBUT BROADCASTING CORPORATION, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2009
Note 8 - Loans Payable - Continued
On August 28, 2009, the company converted an existing line of credit with SunTrust Bank into a new term loan. The note requires monthly interest payment accruing at an initial rate of 6.0% and a current rate of 6.0% at March 31, 2010. The rate is subject to monthly changes based on an independent index plus 1.00%, and matures on August 28, 2011. The note is secured by personal guarantee of certain officers of the Company and all inventory, chattel paper, accounts, equipment and general intangibles existing or purchased by the wholly-owned subsidiary entity, Debut Broadcasting Mississippi, after the signing of the related agreement. The principal balance at March 31, 2010 and 2009 was $481,945 and $0 respectively.
Riverfalls Financial Services LLC
On September 21, 2009, the Company signed an unsecured convertible promissory note with Riverfalls Financial for $1,500,000. The loan matures on July 31, 2010 and requires interest to be paid on maturity at a rate of 12%. The balance of the loan at March 31, 2010 and 2009 was $600,000 and $0. The Riverfalls Financial loan additionally guaranties options to purchase 30,000,000 shares of common stock of the company on or before July 31, 2011 at a strike price of $0.05 per share.
On August 28, 2007 the Company signed a direct purchase money loan and security agreement with DaimlerChrysler for the purchase of two vehicles for $50,068 with an effective interest rate of 7.3%. The corresponding promissory note is to be paid over a five-year period with a monthly payment of $1,011. In April of 2009, these two vehicles were disposed of through sales to third parties for $12,000 and $13,300 respectively. The direct purchase money loan was paid in full and the security interest DaimlerChrysler held in the vehicles was released.
On September 25, 2007, the Company signed a retail installment sale contract with GMAC for the purchase of two vehicles for $47,498 with an effective interest rate of 5.0%. The corresponding promissory note is to be paid over a three-year period with a monthly payment of $1,424. The purchased vehicles will be used in conjunction with the radio broadcast operations.
On May 1, 2008, the Company signed a retail installment sale contract with Daimler Chrysler Financial Services for the purchase of a vehicle for $23,137 with an effective interest rate of 7.49%. The corresponding promissory note is to be paid over a five-year period with a monthly payment of $463. The purchased vehicle is used in conjunction with the radio broadcast operations.
On May 15, 2008, the Company signed a retail installment sale contract with Daimler Chrysler Financial Services for the purchase of a vehicle for $19,303 with an effective interest rate of 11.25%. The corresponding promissory note is to be paid over a five-year period with a monthly payment of $367. The purchased vehicle is used in conjunction with the radio broadcast operations.
On May 30, 2008, the Company signed a retail installment sale contract with GMAC for the purchase of a vehicle for $25,256 with an effective interest rate of 9.5%. The corresponding promissory note is to be paid over a five-year period with a monthly payment of $530. The purchased vehicle is used in conjunction with the radio broadcast operations.
Total interest expense on the vehicle loans for the three months ended March 31, 2010 and 2009 was $1,313 and $2,875 respectively. The principal balance of the vehicle loans as of March 31, 2010 and 2009 was $59,091 and $123,730 respectively. At March 31, 2010, $24,751 was classified as the current portion.
DEBUT BROADCASTING CORPORATION, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2009
Note 8 - Loans Payable - Continued
On December 5, 2007, the Company entered into a capital lease arrangement with National City Media Finance to acquire studio equipment for $15,009 with a fixed interest rate of 7.5%. The lease term is for three years with monthly payments of $464 with a $1 buyout option at the end of the lease term.
Total interest expense on studio equipment for the three months ended March 31, 2010 and 2009 was $0 and $62, respectively. The principal balance of the capital lease as of March 31, 2010 and 2009 was $7,439 and $9,509 respectively. At March 31, 2010, $4,994 was classified as the current portion of the lease.
Note 9 - Shareholders’ Equity
In connection with the reverse merger on May 17, 2007, all shares of common stock of Debut Broadcasting (as hereinafter defined) outstanding prior to the merger were exchanged for 10,000,000 shares of Company common stock (See Note 10. Business Combinations).
In addition, in connection with the reverse merger, the Company completed a private placement of 6,000,000 shares of Company common stock at $0.50 per share. The transaction was recorded net of financing costs of $23,502.
Finally, in connection with the reverse merger, the Company converted notes payable to shareholders in the amount of $215,158 into 430,316 shares of Company common stock at $0.50 per share.
The pre-merger shareholders of the Company maintained 364,044 shares of Company common stock.
On May 21, 2007, $100,000 of convertible debentures issued on May 15, 2007 were converted into 3,000,000 shares of Company common stock.
Note 10 - Business Combinations
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.
A Radio Advertising Bureau report issued in January of 2010 indicated that overall radio broadcast revenues declined 18% in 2009, and projected a very slow turnaround from this decline. Despite this report, we realized growth in all of markets except for the Mississippi Delta market, and were not affected by the economic slowdown. Non-broadcast radio revenue (“non-spot revenue”) remained steady during the first quarter of 2009. Our small market focus allows us to capitalize on the growth in local markets and non-spot revenue as we participate as active members in the communities in which we operate. For the three months ended March 31, 2010, combined net revenue from radio, multi-media, media purchasing and syndication decreased 13.2% compared to the same period in 2009. 100% of this decline was attributable to the Mississippi Delta market, which began operating under a Local Marketing Agreement with Delta Radio, LLC on April 1, 2010 minimizing our exposure to potential future losses from this region.
Our management team remains focused on our strategy of pursuing growth through acquisition. However, acquisitions are closely evaluated to ensure that they will generate stockholder value and our management is committed to completing only those acquisitions that it believes will increase our share price.
Results of Operations
For the three months ended March 31, 2010 and 2009
On a consolidated basis, we generated $409,256 in net revenue for the quarter ended March 31, 2010, a decrease of $65,071 or 13.2%, compared to $474,327 for the quarter ended March 31, 2009. This decrease relates to a decline in sales growth in the Greenville, Mississippi radio station market, specifically in our owned and operated radio broadcast stations WBAQ FM, WIQQ FM, and WNIX AM. Our radio syndication sales increased 20.5% and our Vicksburg Mississippi owned and operated radio stations realized growth of 21.5% in the same period.
On a consolidated basis, advertising expense was $14,039 for the quarter ended March 31, 2010 an increase of 7,300 or 108%, compared to $6,739 for the quarter ended March 31, 2009. This increase is attributable to an investor relations contract that was entered into between Debut Broadcasting and Agoracom, Inc during 2008. This contract is now expired.
On a consolidated basis, operating expense was $632,349 for the quarter ended March 31, 2010, an increase of $44,047 or 7.5%, compared to $588,302 for the quarter ended March 31, 2009. The increase in operating expenses, relates to staffing adjustments, and is expected to be a temporary increase affecting the first quarter, only.
On a consolidated basis, depreciation and amortization expense was $15,031 for the quarter ended March 31, 2010, a decrease of $34,159 or 69.5%, compared to $49,140 for the quarter ended March 31, 2009. The primary reason for the decrease relates to the disposal of automobiles associated with the Mississippi radio stations during 2009.
As a result of the foregoing revenue and expenses, our overall net loss for the three month period ending March 31, 2010 and March 31, 2009 was $280,380 and $244,807, respectively.
Liquidity and Capital Resources
As of March 31, 2010, we had current Assets in the amount of $1,977,886, consisting of $25,132 in Cash and Cash Equivalents, $892,417 in Accounts Receivable, $1,004,658 in unexercised stock warrants, and $55,679 in prepaid expenses. As of March 31, 2010, we had Current Liabilities in the amount of $4,138,483, consisting of $1,085,812 in Accounts Payable, $233,007 in Accrued Expenses and Taxes, $375,000 in notes payable to shareholders, $779,651 in Lines of Credit, $629,490 in Current Portion of Long Term Debt, and $1,035,523 in other current liabilities. This combination of assets and liabilities resulted in a working capital deficit in the amount of $2,160,597. The working capital deficit is largely attributable to the overall decline in the radio advertising industry in 2009 and seasonality in the radio advertising industry.
We will require additional capital to execute our plan to grow through the acquisition of radio stations and radio station clusters. We do not presently have sufficient capital to make acquisitions or to guarantee our continued long-term operations. We intend to raise additional capital over the next twelve months through equity raises.
Recent Events
On April 1, 2010 the company entered into a local marketing agreement with Delta Radio, LLC, a Nevada limited liability company. This local marketing agreement allows Delta Radio LLC to manage the company’s owned radio stations WNIX AM, WBAQ FM, and WIQQ FM. Delta Radio LLC additionally assumes all liabilities associated with operating these stations. The company has agreed to sell these owned radio stations to Delta Radio LLC for $300,000 on or before March 31, 2011, at Delta Radio, LLC’s request.
On May 1, 2010 the company relocated its principal executive offices to 1011 Cherry Avenue, Nashville, TN 37203. The location the company previously occupied was sold, with the new owner taking over occupancy of all spaces. Additionally, the company was able to secure a larger office space for a decrease in monthly rental expense. The company believes the new executive office location will benefit the company by providing the space needed for growth through acquisition.
Off Balance Sheet Arrangements
As of March 31, 2010, there were no off balance sheet arrangements.
Critical Accounting Policies
In December 2001, the SEC requested that all registrants list their most “critical accounting polices” in the Management Discussion and Analysis. The SEC indicated that a “critical accounting policy” is one which is both important to the portrayal of a company’s financial condition and results, and requires management’s most difficult, subjective or complex judgments, often as a result of the need to make estimates about the effect of matters that are inherently uncertain. We believe that the following accounting policies fit this definition.
Revenue and Cost Recognition
The Company recognizes its advertising and programming revenues when the Company’s radio shows air on its contracted radio station affiliates. Generally, the Company is paid by a national advertising agency, which sells the commercial time provided by the affiliate.
As the Company earns its revenue from the national advertising agency, it also recognizes any amounts due to the individual shows, which are based on the audience level generated by the specific program. Expenses are accrued at the time the shows are run.
Consulting projects are generally negotiated at a fixed price per project; however, if the Company utilizes its advertising capacity as part of the consulting project, it will charge the consulting client in the same manner as the affiliated stations described more fully above. Consulting fee income is recognized as time is incurred under the terms of the contract.
Advertising
The Company expenses advertising costs as they are incurred. Total advertising costs of $14,039 and $6,739 are included in the financial statements for the quarter ended March 31, 2010 and March 31, 2009, respectively.
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”)(“ASC 740-10”)(“ASC 810-10”), 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
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
None
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
On May 17, 2007, we completed a private placement of 6,430,316 shares of our common stock at $0.50 per share. 430,316 shares were sold to existing shareholders in exchange for conversion of their notes to the Predecessor Company. The remaining 6,000,000 shares were sold to a number of investors with no prior relationship to the company. No underwriters were involved in this sale of securities. We issued the shares of common stock to the investors in exchange for a combination of cash and debt reduction. The transaction was recorded net of financing costs of $23,503. We used the net proceeds from the private offering for the acquisition of Shamrock Broadcasting and River Broadcasting Group.
On June 18, 2008, we issued to Wolcott Squared a warrant to purchase 18,408 shares of our common stock at an exercise price of $0.3925 per share, with an expiration date of December 17, 2017. The consideration received for this warrant was services rendered in December of 2007 valued at $7,225.
On June 18, 2008, we issued to Wolcott Squared a warrant to purchase 22,279 shares of our common stock at an exercise price of $0.51 per share with an expiration date of January 31, 2018. The consideration received for this warrant was services rendered in January of 2008 valued at $11,362.
On June 18, 2008, we issued to Wolcott Squared a warrant to purchase 5,686 shares of our common stock at an exercise price of $0.51 per share with an expiration date of February 29, 2018. The consideration received for this warrant was services rendered in February of 2008 valued at $2,899.
On June 30, 2008, we issued to Politis Communications a warrant to purchase 10,254 shares of our common stock at an exercise price of $0.01 per share, with an expiration date of June 29, 2018. The consideration received for this warrant was services rendered by Politis Communications.
On September 22, 2008, we issued to Stephen Ross, a third party, a warrant to purchase 18,000 shares of Company common stock at an exercise price of $0.50 per share, with an expiration date of January 31, 2011. The consideration we received for this warrant was legal services rendered by Stephen Ross, Esq,
On September 22, 2008, we issued to Stephen Ross, a third party, a warrant to purchase 27,000 shares of Company common stock at an exercise price of $0.50 per share, with an expiration date of September 30, 2011. The consideration we received for this warrant was legal services rendered by Stephen Ross, Esq,
On September 30, 2008, we issued to Politis Communications a warrant to purchase 5,495 shares of Company common stock at an exercise price of $0.01 per share, with an expiration date of September 29, 2018. The consideration received for this warrant was public relations services rendered by Politis Communications.
On December 31, 2008, we issued to Stephen Ross, a third party, a warrant to purchase 27,000 shares of Company common stock at an exercise price of $0.50 per share, with an expiration date of December 31, 2011. The consideration we received for this warrant was legal services rendered by Stephen Ross, Esq,
On December 31, 2008, we issued to Politis Communications a warrant to purchase 5,495 shares of Company common stock at an exercise price of $0.01 per share, with an expiration date December 31, 2018. The consideration received for this warrant was public relations services rendered by Politis Communications.
On April 1, 2009, the Company issued to Stephen Ross, a third party, a warrant to purchase 27,000 shares of Company common stock at an exercise price of $0.50 per share, with an expiration date of April 1, 2012. The consideration we received for this warrant was legal services rendered by Stephen Ross, Esq.
On June 30, 2009, the Company issued to Stephen Ross, a third party, a warrant to purchase 27,000 shares of Company common stock at an exercise price of $0.50 per share, with an expiration date of June 30, 2012. The consideration we received for this warrant was legal services rendered by Stephen Ross, Esq.
On September 30, 2009, the Company issued to Stephen Ross, a third party, a warrant to purchase 27,000 shares of Company common stock at an exercise price of $0.50 per share, with an expiration date of April 1, 2012. The consideration we received for this warrant was legal services rendered by Stephen Ross, Esq.
On December 31, 2009, the Company issued to Stephen Ross, a third party, a warrant to purchase 27,000 shares of Company common stock at an exercise price of $0.50 per share, with an expiration date of June 30, 2012. The consideration we received for this warrant was legal services rendered by Stephen Ross, Esq.
On September 21, 2009, the Company issued to Riverfalls Financial Partners, LLC, an option to purchase 30,000,000 shares of Company common stock at an exercise price of $0.05 per share, with an expiration date of July 31, 2011. This option was excluded from valuation as the volatility associated with the stock price and the percentage of ownership this option represents prevented an accurate valuation. Should Riverfalls Financial Partners, LLC execute this option their ownership would represent a 60% controlling interest in the company for an investment of $1,500,00.
We revalue warrants quarterly utilizing the Black-Scholes method.
All of these warrants and options were issued in reliance upon the exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), as set forth in Section 4(2) under the Securities Act and Rule 506 of Regulation D promulgated thereunder relating to sales by an issuer not involving any public offering, to the extent an exemption from such registration was required.
On December 5, 2008, Politis Communications exercised a warrant to purchase 8,500 shares of our common stock at $0.01 per share. The shares were authorized by Politis Communications as compensatory gifts to a number of employees of Politis Communications. No underwriters were involved in this warrant exercise. The underlying shares are restricted and carry piggy-back registration rights.
On December 5, 2008, we issued a stock certificate to Mohammed Rahman for 22,026 shares of our common stock at $0.07 per share. We issued the shares of common stock to Mohammed Rahman in exchange for services rendered. No underwriters were involved in this sale of securities. Outside of the existing vendor client relationship, the investor has no prior relationship to the company. The underlying shares are restricted and carry piggy-back registration rights.
On December 3, 2008, we issued a stock certificate to an officer for 42,000 shares of our common stock at $0.07 per share. We issued the shares of common stock to the officer as a compensatory bonus for services rendered. The underlying shares are restricted and carry piggy-back registration rights.
On December 31, 2009, we issued a stock certificate to an officer for 500,000 shares of common stock at $0.003 per share. We issued the shares of common stock to the officer as consideration for his personal guaranties of company debt according to the terms of his executive employment agreement dated May 7, 2009. The underlying shares are restricted and carry piggy-back registration rights.
On December 31, 2009, we issued a stock certificate to an officer for 500,000 shares of common stock at $0.003 per share. We issued the shares of common stock to the officer as consideration for his personal guaranties of company debt according to the terms of his executive employment agreement dated May 7, 2009. The underlying shares are restricted and carry piggy-back registration rights.
On December 31, 2009, we issued a stock certificate to an officer for 500,000 shares of common stock at $0.003 per share. We issued the shares of common stock to the officer as consideration for her personal guaranties of company debt according to the terms of her executive employment agreement dated May 7, 2009. The underlying shares are restricted and carry piggy-back registration rights.
We issued the above-described shares of our common stock in reliance upon the exemption from the registration requirements of the Securities Act of 1933, as amended, as set forth in Section 4(2) under the Securities Act and Rule 506 of Regulation D promulgated thereunder relating to sales by an issuer not involving any public offering, to the extent an exemption from such registration was required. The purchasers represented to us that they were accredited investors as defined in Rule 501(a) of the Securities Act and that the securities issued pursuant thereto were being acquired for investment purposes. The sales of these securities were made without general solicitation or advertising.
Item 3. Defaults upon Senior Securities
None
Item 4. Submission of Matters to a Vote of Security Holders
No matters have been submitted to our security holders for a vote, through the solicitation of proxies or otherwise, during the quarterly period ended March 31, 2010.
Item 4T. Controls and Procedures
As required by Rule 13a-15 of the Securities Exchange Act of 1934, our principal executive officer and principal financial officer evaluated our company's disclosure controls and procedures (as defined in Rules 13a-15(e) of the Securities Exchange Act of 1934) as of the end of the period covered by this report. Based on this evaluation, our principal executive officer and principal financial officer concluded that as of the end of the period covered by this report, these disclosure controls and procedures were not effective to ensure that the information required to be disclosed by our company in reports it files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities Exchange Commission and to ensure that such information is accumulated and communicated to our company's management, including our principal executive officer and principal financial officer, to allow timely decisions regarding required disclosure. The conclusion that our disclosure controls and procedures were not effective was due to the presence of the following material weaknesses in internal control over financial reporting which are indicative of many small companies with small staff: inadequate segregation of duties and effective risk assessment. Management anticipates that such disclosure controls and procedures will not be effective until the material weaknesses are remediated.
We plan to take steps to enhance and improve the design of our internal controls over financial reporting. During the period covered by this quarterly report on Form 10-Q, we have not been able to remediate the material weaknesses identified above. To remediate such weaknesses, we plan to implement the following changes during our fiscal year ending December 31, 2010: (i) appoint additional qualified personnel to address inadequate segregation of duties and ineffective risk management. The remediation effort set out above are in process, and we are actively seeking qualified personnel to appoint to our staff, and will add qualified staff as budget constraints permit.
Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues, if any, within our company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake.
Changes in Internal Control over Financial Reporting
There has been no change in the internal control over financial reporting identified in connection with the evaluation required by paragraph (d) of ss.240.13a -15 or ss.240.15d -15 of the Exchange Act that occurred during the Company's last fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting.
Item 5. Other Information
None.
Item 6. Exhibits
Exhibit Number | Description of Exhibit |
31.1 | Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
31.2 | 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 2002 |
32.1 | 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 |