UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q


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

		For the quarterly period ended September 30, 2011

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

		For the transition period from to

Commission file number 0-50762

DEBUT BROADCASTING CORPORATION, INC.

(Exact name of registrant as specified in its charter)

Nevada		88-0417389
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

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

(615) 301-0001
(Registrant’s telephone number, including area code)

(Former name, former address, and formal fiscal year if changed since last report)
None

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes þ No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer o Accelerated filer o Non-accelerated filer o Smaller Reporting Company þ

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No þ

As of November 8, 2011, there were 48,238,431 shares of common stock issued and outstanding.

Table of Contents

TABLE OF CONTENTS

		Page
PART I - FINANCIAL INFORMATION
Item 1.	Financial Statements	3
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	17
Item 4T.	Controls and Procedures	20
PART II - OTHER INFORMATION
Item 1.	Legal Proceedings	21
Item 4.	Submission of Matters to a Vote of Security Holders	21
Item 6.	Exhibits	21

Table of Contents

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

Our unaudited financial statements included in this Form 10-Q are as follows:
4	Condensed Consolidated Balance Sheets as of September 30, 2011 (unaudited) and December 31, 2010 (audited)
5	Condensed Consolidated Statements of Operations and Accumulated Deficit for the three months and nine months ended September 30, 2011 and 2010 (unaudited)
6	Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2011 and 2010 (unaudited)
7	Notes to the Consolidated Financial Statements

These unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and the SEC instructions to Form 10-Q. In the opinion of management, all adjustments considered necessary for a fair presentation have been included. Operating results for the interim period ended September 30, 2011 are not necessarily indicative of the results that can be expected for the full year. Balance sheet information as of December 31, 2010 was derived from the Company’s audited financial statements for the year ended December 31, 2010.

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DEBUT BROADCASTING CORPORATION, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

	September 30,			December 31,
ASSETS	2011			2010
	(Unaudited)
Current assets
Cash and cash equivalents	$	(33,065	)	$	45,388
Accounts receivable, net		280,787			720,608
Prepaid expenses		10,325			6,606
Unexercised stock warrants		1,004,657			1,004,658
Total current assets		1,262,704			1,777,260

Property and equipment, net		569,023			607,002
Deposits		-			9,273
Goodwill		443,919			459,280
FCC licenses		1,509,500			1,509,500
Other intangible assets, net		1,953,419			1,968,780

Total assets	$	3,785,146		$	4,362,315


LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities
Accounts payable	$	890,786		$	895,300
Accrued expenses and taxes		143,036			249,195
Notes payable to shareholders		361,032			1,081,888
Lines of credit		478,764			437,242
Current portion of long-term debt		4,225			13,639
Unrecognized stock warrant loss		1,035,523			1,035,523

Total current liabilities		2,913,366			3,712,787

Long term liabilities
Leases payable		-			-
Long-term debt		696,985			749,917
Total long term liabilities		696,985			749,917

Total liabilities		3,610,351			4,462,704

Stockholders' deficit
Common stock - $.003 par value, 100,000,000 shares authorized; 48,238,431 and 27,179,407 shares issued and outstanding at September 30, 2011 and December 31, 2010, respectively		144,715			81,538
Additional paid in capital		4,124,584			3,496,871
Accumulated deficit		(4,094,503	)		(3,678,798	)

Total stockholders' deficit		174,796			(100,389	)

Total liabilities and stockholders' deficit	$	3,785,146		$	4,362,315

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

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DEBUT BROADCASTING CORPORATION, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2011			2010			2011			2010

Net Revenue	$	154,244		$	566,743		$	848,284		$	1,506,546

Operating Expenses:
Advertising		-			2,681			15,300			17,420
Operating expense		364,379			386,793			1,088,443			1,381,002
Depreciation expense		30,123			30,123			81,971			71,406

Total operating expenses		394,502			419,597			1,185,714			1,469,828

Operating income (loss)		(240,258	)		147,146			(337,430	)		36,718

Other income and expense:
Interest expense		17,500			48,292			83,316			139,612
Income tax		-			-			-			1,300
Interest income		(5,282	)		(1,472	)		(9,541	)		(5,659	)

Total other (income) and expenses		12,218			46,820			73,774			135,253

Net income (loss)	$	(252,477	)	$	100,326		$	(411,205	)	$	(98,535	)


Weighted Average Shares Outstanding		48,238,431			27,179,407			36,365,847			27,023,147

Net (Income) Loss Per Share	$	(0.005	)	$	0.004		$	(0.011	)	$	(0.004	)

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

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DEBUT BROADCASTING CORPORATION, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

	Nine Months Ended
	September 30,
	2011			2010

Operating Activities:
Net Loss	$	(411,205	)	$	(98,535	)
Adjustments to reconcile net loss to net cash provided by/used in operating activities:
Depreciation and amortization		81,971			71,406
Changes in operating assets and liabilities:

(Increase) decrease in accounts receivable		439,822			(152,488	)
(Increase) decrease in other current assets		(108,957	)		5,018
Increase (decrease) in accounts payable		(4,515	)		7,173
Increase (decrease) in accrued expenses and taxes		(106,159	)		299,278

Net cash provided by (used in) operating activities		(109,043	)		131,852

Investing Activities:
Purchases of property and equipment		24,635			(55,264	)

Net cash used in investing activities		24,635			(55,264	)

Financing Activities:
Proceeds from issuance of stock warrants		-			-
Proceeds from bank credit facility		9,592			4,780
Proceeds from stockholder notes		-			-
Repayment of long-term debt		(766,939	)		(475,913	)
Proceeds from issuance of common stock		763,303			369,937

Net cash provided by financing activities		5,956			(101,196	)

Net (decrease) increase in cash and cash equivalents		(78,452	)		(24,608	)

Cash and cash equivalents at beginning of period		45,388			62,471

Cash and cash equivalents at end of period	$	(33,065	)	$	37,863

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

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DEBUT BROADCASTING CORPORATION, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2011

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, Suite B, Nashville, TN 37203. The Company relocated to the current office location on March 31, 2010. The Company produces and distributes syndicated radio programs to radio stations across the United States and Canada. In addition, the Company owns six radio stations in Mississippi. The company operates two of these radio stations and operates one radio station in Virginia under a consulting agreement.

The Company maintains radio syndication in Nashville and produces and distributes 9 radio programs, which are broadcast over approximately 1,000 radio station affiliates. These radio programs have an estimated 30 million U.S. listeners per week. In addition to its syndication services, the Company owns and operates a multi-media studio with audio, video and on-line content production capabilities. This facility is located on Music Row in Nashville, Tennessee. The Company also provides marketing, consulting and media buying (advertising) for its radio broadcast station customers in the United States.

Note 2 - Basis of Presentation and Interim Results

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

Certain information and footnote disclosures normally included in annual financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted. We believe that the disclosures are adequate to make the financial information presented not misleading. These condensed financial statements should be read in conjunction with the audited consolidated financial statements and the notes thereto for the year ended December 31, 2010. All adjustments were of a normal recurring nature unless otherwise disclosed. In the opinion of management, all adjustments necessary in order to make the financial statements not misleading have been included. The results of operations for such interim periods are not necessarily indicative of the results for the full year.

Accounts Receivable

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

Revenue and Cost Recognition

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

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

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

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DEBUT BROADCASTING CORPORATION, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2011

Note 2 - Basis of Presentation and Interim Results (continued)

Advertising

The Company expenses advertising costs as they are incurred. Total advertising costs of $0.00 and $2,681 are included in the financial statements for the three months ended September 30, 2011 and September 30, 2010, respectively. Total advertising costs of $15,300 and $17,420 are including in the financial statements for the nine months ended September 30, 2011 and September 30, 2010, 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.

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.

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DEBUT BROADCASTING CORPORATION, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2011

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 September 30, 2011

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

190

4400

WBAQ FM

Greenville, MS

97.9

June 1, 2012

502

48000

WIQQ FM

Leland, MS

102.3

June 1, 2012

446

1650

WNLA AM

Indianola, MS

1380

June 1, 2012

500

WNIX AM

Greenville, MS

1330

June 1, 2012

1000

WBBV FM

Vicksburg, MS

101.1

June 1, 2012

394

13000

KLSM FM

Tallulah, LA

104.9

June 1, 2012

299

3000

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DEBUT BROADCASTING CORPORATION, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2011

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 - Going Concern

These financial statements have been prepared on a going concern basis, which implies Debut Broadcasting will continue to realize its assets and discharge its liabilities in the normal course of business. The continuation of Debut Broadcasting as a going concern is dependent upon the continued financial support from its shareholders, the ability of Debut Broadcasting to obtain necessary equity financing to continue operations, and the attainment of profitable operations. As of September 30, 2011, Debut Broadcasting has accumulated losses since inception. These factors raise substantial doubt regarding Debut Broadcasting’s ability to continue as a going concern. These financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should Debut Broadcasting be unable to continue as a going concern.

Note 4 - New Accounting Pronouncements

The company makes all reasonable efforts to comply with new accounting pronouncements, and believes to be in compliance with all current pronouncements as of September 30, 2011.

Note 5 - Loss Per Share

We present basic loss per share on the face of the condensed consolidated balance sheets. As provided by FASB ASC Topic 260, “Earnings Per Share,” (Formerly SFAS No. 128, “Earnings Per Share”) basic loss per share is calculated as income available to common stockholders divided by the weighted average number of shares outstanding during the period.

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

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

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

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

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

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DEBUT BROADCASTING CORPORATION, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2011

Note 5 - Loss Per Share (continued)

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

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

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

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

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

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.

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

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

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DEBUT BROADCASTING CORPORATION, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2011

Note 5 - Loss Per Share (continued)

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

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

On December 3, 2008, The Company issued a stock certificate to 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 in the role of Chief Financial Officer. 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.

On January 7, 2010, we issued stock certificates to various members of Remington Partners for 3,750,000 shares of common stock of the company at $0.10 per share as conversion of $375,000 of long term debt of the company.

On March, 31, 2010 we issued a stock certificate to an officer for 250,000 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 March 31, 2010, we issued a stock certificate to an officer for 250,000 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.

On March 31, 2010, we issued a stock certificate to an officer for 62,500 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 March 31, 2010, we issued a stock certificate to an officer for 62,500 shares of common stock at $0.003 per share. We issued the shares of common stock to the officer as compensation for his services as Chief Executive Officer. The underlying shares are restricted and carry piggy-back registration rights.

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DEBUT BROADCASTING CORPORATION, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2011

Note 5 - Loss Per Share (continued)

On June 30, 2010 we issued a stock certificate to an officer for 250,000 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 June 30, 2010, we issued a stock certificate to an officer for 250,000 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.

On September 30, 2010 we issued a stock certificate to an officer for 250,000 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 September 30, 2010, we issued a stock certificate to an officer for 250,000 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.

On September 30, 2010, we issued a stock certificate to an officer for 250,000 shares of common stock at $0.003 per share. We issued the shares of common stock to the officer as compensation for his services as Chief Executive Officer. 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 6 - Property and equipment

Property and equipment are stated at cost less accumulated depreciation. Depreciation of property and equipment are computed using the straight-line method based upon estimated lives of assets ranging between three to thirty years. Property and equipment are summarized as follows:

	Estimated Useful Life	30-Sep-11		31-Dec-10
Land		$	49,500	$	49,500
Buildings and building improvements	5 – 10 years		155,689		155,689
Towers and studio equipment	5 - 30 years		441,540		441,540
Furniture, fixtures and equipment	3 – 7 years		401,279		351,309
Automotive	3 - 5 years		125,566		153,383
Property and Equipment		$	1,173,574	$	1,151,421

Accumulated depreciation			-604,552		-544,619
Property and equipment, net		$	569,023	$	606,802

Of the $569,023 in Net Property and Equipment as of September 30, 2011, a reduction of $19,303 in Automotive was taken due to the sale of a 2009 Kia Optima, and $24,300 was reduced from the termination of a contract for customer relationship management software.

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DEBUT BROADCASTING CORPORATION, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2011

Note 7 - Lines of Credit

On July 14, the company signed a promissory note for a revolving line of credit with Ronald Heineman, CEO. The promissory note is secured by the accounts receivable of Debut Mississippi, and the line of credit is adjustable to 80% of current receivables. The balance of the line of credit at September 30, 2001 and 2010 was $10,000 and $0 respectively.

On August, 30, 2011 the company signed a promissory note with Asher Enterprises, Inc., for $53,000. The loan is secured by common stock of the Company. The loan matures on July 1, 2012, and is payable at maturity along with accrued interest of 8% per annum. The balance of the line of credit at September 30, 2011 and 2010 was $53,000 and $0 respectively.

Note 8 - Notes Payable to Stockholders

Debut Broadcasting Stockholder 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 was 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 was 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 September 30, 2011 and 2010 was $11,250 and $11,250 respectively. Accrued interest due to shareholders was $22,500 and $0 as of September 30, 2011 and 2010, respectively.

Note 9 - Loans Payable

SunTrust Bank Loan

On August 28, 2009, the company converted an existing line of credit with SunTrust Bank into a new term loan. The note requires monthly interest payment accruing at an initial rate of 6.0% and a current rate of 6.0% at September 30, 2011. The rate is subject to monthly changes based on an independent index plus 1.00%, and matures on November 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 September 30, 2011 and 2010 was $425,763 and $463,416 respectively.

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DEBUT BROADCASTING CORPORATION, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2011

Note 9 - Loans Payable (continued)

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 matured on July 31, 2010 and requires interest to be paid on maturity at a rate of 12%. On September 15, 2010 the Note was modified. River Falls Financial Services issued a Promissory note to Diversified Support Systems, Inc., an Ohio Corporation for the benefit of River Falls Financial Services for the 50% of the balance of the matured River Falls Financial Services note, with an interest rate of 3% per annum. In conjunction with this Promissory note, River Falls Financial Services, Debut Broadcasting Corporation and Diversified Support Systems negotiated a participation agreement whereby the parties agree to share in the loan to Debut Broadcasting Corporation with a 50% participation percentage.

As of June 30, 2011 Riverfalls and Diversified had notified the company that they wish to utilize their option to convert the outstanding balance of the loan to common stock of the company. The loan has subsequently been converted to 14,509,024 shares of common stock of the company. The balance of the loan at September 30, 2010 was $600,000. The Riverfalls Financial loan additionally guarantied 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; however, the option expired without being exercised.

Vehicle Loans

In 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.

The vehicles were both sold on October 9, 2011, eliminating the associated debts.

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. In January 2011, this vehicle was sold to a third party for the sum of $8,000. The remaining balance due on the note was paid in full and the security interest held by Daimler Chrysler Financial in the vehicle was released.

Total interest expense on the vehicle loans for the quarter ended September 30, 2011 and 2010 was $207 and $1,087, respectively. Total interest expense on the vehicle loans for the nine months ended September 30, 2011 and 2010 was $1,381 and $3,740, respectively. The principal balance of the vehicle loans as of September 30, 2011 and 2010 was $14,759 and $44,458 respectively. At September 30, 2011 $4,225 was classified as the current portion of the loans.

Capital Lease

On December 5, 2007, the Company entered into a capital lease arrangement with National City Media Finance to acquire studio equipment for $15,009 with a fixed interest rate of 7.5%. The lease term is for three years with monthly payments of $464 with a $1 buyout option at the end of the lease term.

Total interest expense on studio equipment for the quarters ended June 30, 2011 and 2010 was $0 and $68, respectively. Total interest expense on studio equipment for the six months ended June 30, 2011 and 2010 was $0 and $161, respectively. The principal balance of the capital lease as of June 30, 2011 and 2010 was $0 and $3,185, respectively. At June 30, 2011, $0 was classified as the current portion of the lease.

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DEBUT BROADCASTING CORPORATION, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2011

Note 10 - Stockholders’ Equity

In connection with the reverse merger on May 17, 2007, all shares of common stock of Debut Broadcasting (as hereinafter defined) outstanding prior to the merger were exchanged for 10,000,000 shares of Company common stock (See Note 10. Business Combinations).

In addition, in connection with the reverse merger, the Company completed a private placement of 6,000,000 shares of Company common stock at $0.50 per share. The transaction was recorded net of financing costs of $23,502.

Finally, in connection with the reverse merger, the Company converted notes payable to stockholders in the amount of $215,158 into 430,316 shares of Company common stock at $0.50 per share.

The pre-merger stockholders of the Company maintained 364,044 shares of Company common stock.

On May 21, 2007, $100,000 of convertible debentures issued on May 15, 2007 were converted into 3,000,000 shares of Company common stock.

On January 7, 2010, $375,000 of long term debt of the company was converted into 3,750,000 shares of Company common stock.

Note 11 - Business Combinations

The company has entered into an asset purchase agreement with Delta Radio, LLC for the divestiture of the five owned and operated radio stations in the Mississippi Delta. This transaction was approved with the Federal Communications Commission and is expected to close in the fourth quarter of 2011.

Note 12 – Subsequent Events

On October 17, 2011, the company terminated its LMA agreement with Holladay Broadcasting of Louisiana and ceased operations of the radio broadcast station KLSM. The company anticipates maintaining similar revenue in the Vicksburg market with a significant decrease in cost with the elimination of the KLSM operating overhead.

On October 11, 2011, Holladay Broadcasting entered a plea for a default judgment against Debut Broadcasting Mississippi, Inc. Holladay alledges that Debut Broadcasting Mississippi has defaulted on the owner financing note associated with the purchase of the station. Debut Broadcasting Mississippi has retained counsel in Vicksburg, Mississippi and is defending itself against the allegations.

On November 10, 2011, the company issued 300,000 shares of stock to John Dash in association with the consulting agreement for the radio broadcast station WNBV in Grundy, Virginia.

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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.

Results of Operations

For the Three Months Ended September 30, 2011 and 2010

We generated $154,244 in net revenue for the quarter ended September 30, 2011, a decrease of $412,499, or 72.7% compared to $566,743 for the quarter ended September 30, 2010. The company has discontinued all excess inventory sales as it continues pursuing legal action against former employee Marcus Rowe and Nectar Media, LLC. The company attributes the decline in revenue to the actions of Rowe and Nectar.

Advertising expense was $0.00 for the quarter ended September 30, 2011, a decrease of $2,681 or 100%, compared to $2,681 for the quarter ended September 30, 2010. The company has not utilized any public relations firms or investor relations firms, which has resulted in an overall decrease in advertising expense.

Operating expenses were $364,379 for the quarter ended September 30, 2011; a decrease of $22,414 or 5.8%, compared to $386,793 for the quarter ended September 30, 2010. This decrease is attributable to staffing and salary reductions pursuant to overall operational restructuring.

Depreciation and amortization expense was $30,123 for the quarter ended September 30, 2011 and September 30, 2010.

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Interest expense was $17,500 for the quarter ended September 30, 2011; a decrease of $30,792 or 73.7% compared to $48,292 for the quarter ended September 30, 2010. The decrease is due to the steady pay down of all debts, and the conversion of the Riverfalls Financial Partners note to common stock of the company.

As a result of the foregoing revenue and expenses, our overall net income or (loss) for the three-month period ending September 30, 2011 and September 30, 2010 was ($252,477) and $100,326, respectively.

For the Nine Months Ended September 30, 2011 and 2010

We generated $848,283 in net revenue for the nine months ended September 30, 2011, a decrease of $656,263, or 44.7% compared to $1,506,546 for the nine months ended September 30, 2010. The company has discontinued all excess inventory sales as it continues pursuing legal action against former employee Marcus Rowe and Nectar Media, LLC. The company attributes the decline in revenue to the actions of Rowe and Nectar.

Advertising expense was $15,300 for the nine months ended September 30, 2011 a decrease of $2,120 or 12.1% compared to $17,420 for the nine months ended September 30, 2010. This decrease is due to staffing restructuring, and advertisements placed in 2010 to recruit high quality personnel to the company.

Operating expense was $1,088,622 a decrease of $293,579 or 21.2%, compared to $1,382,201 for the nine months ended September 30, 2010. The reduction in operating expenses is attributable to general restructuring and elimination of general and administrative expenses, as well as certain personnel in the Nashville, TN corporate office.

Depreciation and amortization expense was $81,972 for the nine months ended September 30, 2010; an increase of $10,566 or 12.8% compared to $71,406 for the nine months ended September 30, 2010. The primary reason for the increase relates to the disposal of the Kia Optima vehicle in the first quarter of 2011.

Interest expense was $83,316 for the nine months ended September 30, 2011; a decrease of $56.296, or 40.3% compared to $139,612 for the nine months ended September 30, 2010. The reason for the decrease is conversion of the Riverfalls Financial Note to common stock of the company

As a result of the foregoing revenue and expenses, our overall net loss for the nine month period ending September 30, 2011 and September 30, 2010 was $411,204 and $98,536, respectively.

Liquidity and Capital Resources

As of September 30, 2011, our current assets in the amount of $1,262,704 consisted of ($33,065) in cash and cash equivalents, $280,786 in accounts receivable, $10,325 in prepaid expenses and $1,004,658 in unexercised stock warrants. As of September 30, 2011, our current liabilities in the amount of $2,913,365, consisted of $890,786 in accounts payable, $130,712 in accrued expenses and taxes, $361,032 in notes payable to stockholders, $478,763 in lines of credit and $4225 in current portion of long term debt, and $1,035,523 in unexercised stock warrant loss. This combination of assets and liabilities resulted in a working capital deficit in the amount of $1,650,661.

We will require additional capital to execute our plan to grow through the acquisition of radio stations and radio station clusters. We do not presently have sufficient capital to make additional acquisitions. We are in the process of divesting five radio stations that have consistently operated below expectations. We are currently negotiating a stock acquisition of a small syndication network, a stock purchase of a radio broadcast station, as well as a stock based acquisition of residual rights to a film media catalogue. Additionally, we are seeking financing to grow our revenue stream through acquisition of radio station clusters in the Southern and Midwest United States.

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Going Concern

Our financial statements are prepared using generally accepted accounting principles in the United States of America applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. Our ability to continue as a going concern is dependent on obtaining adequate capital to fund operating losses until we become profitable. If we are unable to obtain adequate capital, we could be forced to cease operations. In order to continue as a going concern, we will need, among other things, additional capital resources. Our plan is to aggressively grow revenue in order to meet minimal operating expenses and seeking equity and/or debt financing. However we cannot provide any assurances that that we will be successful in accomplishing any of our plans.

Our ability to continue as a going concern is dependent upon its ability to successfully accomplish the plans described in the preceding paragraph and eventually secure other sources of financing and attain profitable operations. The accompanying financial statements do not include any adjustments that might be necessary if we are unable to continue as a going concern.

Recent Events

Pending Acquisitions

During the third quarter of 2011 we began negotiation of a stock based acquisition of residual rights to a media film catalogue. We anticipate finalizing this acquisition in the fourth quarter of 2011 or the first quarter of 2012.

During the third quarter of 2011 we negotiated the purchase of a radio broadcast station for 300,000 shares of common stock of the company. During the fourth quarter of 2011 the license transfer documentation will be fied with the Federal Communications Commission. We anticipate closing the acquisition in the first quarter of 2012.

Pending Dispositions

During the second quarter of 2011, we executed an agreement to sell the radio broadcast stations WNIX AM, WLTM FM, WIQQ FM, WNLA AM, and WNLA FM to Delta Radio LLC. This disposition is approved by the FCC and anticipated to close in the fourth quarter of 2011.

Significant Employees

On October 23, 2011, Tamra Miller, a former employee, re-joined the company to fill the role of sales manager for the radio broadcast station WBBV in Vicksburg, Mississippi. The company has realized immediate revenue growth in the market with the addition of Miller.

Off Balance Sheet Arrangements

As of September 30, 2011, there were no off balance sheet arrangements.

Critical Accounting Policies

Revenue and Cost Recognition

We recognize advertising and programming revenues when our radio programs air with our contracted radio station affiliates. Generally, we are paid by a national advertising agency, which sells the commercial time provided by the affiliate.

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We earn revenue from the national advertising agency, we also recognize any amounts attributable to the individual radio programs, which are based on the audience level generated by the specific program. Expenses are accrued at the time the radio programs are run.

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

Advertising

We expense advertising costs as they are incurred.

New Accounting Pronouncements

The Company believes is it compliant with all new accounting pronouncements.

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. We will be unable to remediate these material weaknesses until we achieve a growth level sufficient to support financial and accounting staff to adequately segregate duties. We do not anticipate remediating this weakness in 2011.

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.

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PART II - OTHER INFORMATION

Item 1. Legal Proceedings

The company is engaged in legal proceedings against Marcus Rowe and Nectar Media, LLC. The case has been on hold pending assignment of a court date. However, the company anticipates renewed vigor in their legal pursuits against Mr. Rower in the fourth quarter of 2011 and the first quarter of 2012.

The company is in engaged with legal proceedings with Holladay Broadcasting in Vicksburg, MS. The company is defending itself against the allegations made by Mr. Holladay to the fullest extent possible.

The company is engaged in legal proceedings with Townsquare Media. The case from Townsquare Media against the company was dismissed with prejudice and closed in July of 2011 in favor of the company, however, Townsquare Media is seeking to re-open the case and appeal the decision of the court. The company is defending itself against these attempts to the fullest extent possible.

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

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
101.INS	XBRL Instance Document
101.SCH	XBRL Taxonomy Extension Schema Document
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document
101.LAB	XBRL Taxonomy Extension Label Linkbase Document
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly cause this report to be signed on its behalf by the undersigned thereunto duly authorized.

DEBUT BROADCASTING CORPORATION, INC.

November 10, 2011 /s/ Sariah Hopkins

Sariah Hopkins

Chief Financial Officer

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Debut Broadcasting Corporation, Inc. 10-Q