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| DBTB.OB > SEC Filings for DBTB.OB > Form 8-K/A on 30-Apr-2009 | All Recent SEC Filings |
30-Apr-2009
Completion of Acquisition or Disposition of Assets, Other
FORWARD-LOOKING STATEMENTS. This current report contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, that involve risks and uncertainties. In addition, the Registrant (Debut Broadcasting Corporation, Inc. a Nevada Corporation) may from time to time make oral forward-looking statements. Actual results are uncertain and may be impacted by many factors. In particular, certain risks and uncertainties that may impact the accuracy of the forward-looking statements with respect to revenues, expenses and operating results include without imitation; cycles of customer orders, general economic and competitive conditions and changing customer trends, technological advances and the number and timing of new product introductions, shipments of products and components from foreign suppliers, and changes in the mix of products ordered by customers. As a result, the actual results may differ materially from those projected in the forward-looking statements.
Because of these and other factors that may affect the Registrant's operating results, past financial performance should not be considered an indicator of future performance, and investors should not use historical trends to anticipate results or trends in future periods.
On June 7, 2007, we acquired assets, through our wholly-owned subsidiary, Debut Broadcasting Mississippi, Inc., a Mississippi corporation, comprising two radio broadcast stations identified as WNLA FM 105.5 MHz and WNLA AM 1380 kHz in Indianola, MS, from Shamrock Broadcasting, Inc., including all of the facilities, equipment, licenses and intellectual property necessary to operate these stations in exchange for a total purchase price of $300,000. A copy of the Asset Purchase Agreement is filed as an exhibit to this Current Report on Form 8-K. Except for the Asset Purchase Agreement, there is no material relationship between Shamrock Broadcasting, Inc. and us or any of our affiliates, directors, officers or any associate of any such director or officer.
On June 19, 2007, we acquired assets, through our wholly-owned subsidiary, Debut
Broadcasting Mississippi, Inc., a Mississippi corporation, comprising three
radio broadcast stations identified as WIQQ FM 102.3 MHz in Leland, MS, WBAQ FM
97.9 MHz and WNIX AM 1330 kHz in Greenville, MS, from River Broadcasting
Company, including all of the facilities, equipment, licenses and intellectual
property necessary to operate these stations in exchange for a total purchase
price of $1,037,134. A copy of the Asset Purchase Agreement is filed as an
exhibit to this Current Report on Form 8-K. Except for the Asset Purchase
Agreement, there is no material relationship between River Broadcasting Company
and us or any of our affiliates, directors, officers or any associate of any
such director or officer.
On February 1, 2009 the Registrant moved its corporate headquarters from 1209 16th Avenue South, Nashville, TN 37212 to 1025 16th Avenue South, Suite 102, Nashville, TN 37212
Financial Statements:
On or about June 19, 2007 the Registrant submitted Form 8K describing the acquisition of Shamrock Broadcasting, Inc., and River Broadcasting, Inc.
The audited financial statements were not available at the time of the initial filing on Form 8K are provided in this Form 8K-A.
(a) Financial Statements of Business Acquired
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 1
THE RIVER BROADCASTING COMPANY FINANCIAL STATEMENTS AS 2
OF DECEMBER 31, 2005 and 2006
Balance Sheet 2
Statement of Operations 3
Statement of Stockholders Deficit 4
Statement of Cash Flows 5
NOTES TO FINANCIAL STATEMENTS OF RIVER BROADCASTING COMPANY 6
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 1
SHAMROCK BROADCASTING COMPANY FINANCIAL STATEMENTS AS 2 OF DECEMBER 31, 2005 and 2006
Balance Sheet 2
Statement of Operations 3
Statement of Stockholders Deficit 4
Statement of Cash Flows 5
NOTES TO FINANCIAL STATEMENTS OF SHAMROCK BROADCASTING COMPANY 6
(b) Pro Forma Financial Information.
Pro forma Consolidated Balance Sheet as of December 31, 2007. 13
Maddox Ungar Silberstein, PLLC CPAs and Business Advisors Phone (248) 203-0080
Fax (248) 281-0940
30600 Telegraph Road, Suite 2175
Bingham Farms, MI 48025-4586
www.maddoxungar.com
To the Board of Directors
The River Broadcasting Co.
Greenville, Mississippi
We have audited the accompanying balance sheets of The River Broadcasting Co., as of December 31, 2006 and 2005, and the related statements of operations, stockholders' deficit, and cash flows for the years then ended. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audits to obtain reasonable assurance about whether the
financial statements are free of material misstatement. The Company has
determined that it is not required to have, nor were we engaged to perform, an
audit of its internal control over financial reporting. Our audits included
consideration of internal control over financial reporting as a basis for
designing audit procedures that are appropriate in the circumstances, but not
for the purpose of expressing an opinion on the effectiveness of the Company's
internal control over financial reporting. Accordingly, we express no such
opinion. An audit includes examining on a test basis, evidence supporting the
amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of The River Broadcasting Co., as
of December 31, 2006 and 2005 and the results of its operations and its cash
flows for the years then ended, in conformity with accounting principles
generally accepted in the United States.
/s/ Maddox Ungar Silberstein, PLLC
Maddox Ungar Silberstein, PLLC
Bingham Farms, Michigan
December 3, 2008
THE RIVER BROADCASTING CO.
BALANCE SHEETS
AS OF DECEMBER 31, 2006 AND 2006
2006 2005
ASSETS
Current Assets
Cash and cash equivalents $ 4,198 $ 12,319
Accounts receivable, net 59,366 59,966
Total Current Assets 63,564 72,285
Property and equipment, net 131,299 151,392
Other Assets
Goodwill 290,048 290,048
TOTAL ASSETS $ 484,911 $ 513,725
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current Liabilities
Accounts payable - trade $ 37,642 $ 36,234
Accounts payable - shareholder 96,970 73,454
Accrued payroll taxes 579 1,167
Note Payable - current portion 310,334 337,450
Note Payable - related parties 247,700 199,800
Total Current Liabilities 693,225 648,105
TOTAL LIABILITIES 693,225 648,105
STOCKHOLDERS' DEFICIT
Common stock, $1 par value 29,688 29,688
Additional paid in capital 114,232 114,232
Accumulated deficit (352,234 ) (278,300 )
TOTAL STOCKHOLDERS' DEFICIT (208,314 ) (134,380 )
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT $ 484,911 $ 513,725
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The accompanying notes are an integral part of the financial statements
THE RIVER BROADCASTING CO.
STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED DECEMBER 31, 2006 AND 2005
2006 2005
Gross Revenues $ 418,584 $ 437,413
Operating Expenses 492,518 491,373
Operating Loss (73,934 ) (53,960 )
Other Income (Expense) 0 (16,060 )
Net Loss $ (73,934 ) $ (70,020 )
Weighted Average Shares Outstanding:
Basic and Diluted 29,688 29,688
Net Loss per Share $ (2.49 ) $ (2.47 )
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The accompanying notes are an integral part of the financial statements
THE RIVER BROADCASTING CO.
STATEMENT OF STOCKHOLDERS' DEFICIT
AS OF DECEMBER 31, 2006
Common Stock Additional Paid Accumulated
Shares Amount in Capital Deficit Total
Beginning Balance,
January 1, 2005 29,688 $ 29,688 $ 114,232 $ (208,280 ) $ (178,592 )
Net Loss for
the Year Ended
December, 31, 2005 (70,020 ) (70,020 )
Balance,
December 31, 2005 29,688 29,688 114,232 (278,300 ) (134,380 )
Net Loss for
the Year Ended
December 31, 2006 (73,934 ) (73,934 )
Ending Balance,
December 31, 2006 29,688 $ 29,688 $ 114,232 $ (352,234 ) $ (208,314 )
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The accompanying notes are an integral part of the financial statements.
THE RIVER BROADCASTING CO.
STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 2006 AND 2005
2006 2005
Cash Flows from Operating Activities:
Net loss for the year $ (73,934 ) $ (70,020 )
Adjustments to Reconcile Net Loss to Net Cash Used in
Operating Activities:
Depreciation expense 29,553 27,767
Changes in Assets and Liabilities
Decrease in accounts receivable, net 600 33,362
Increase in accounts payable - trade 1,408 23,910
Increase in accounts payable - shareholder 23,516 7,500
(Decrease) in accrued expenses and taxes (588 ) (1,612 )
Net Cash Provided By (Used in) Operating Activities (19,445 ) 20,907
Cash Flows from Investing Activities:
Acquisition of property and equipment (9,460 ) 0
Net Cash Used in Investing Activities (9,460 ) 0
Cash Flows from Financing Activities:
Proceeds of notes payable - related parties 62,449 0
Payments of notes payable - related parties (14,549 ) 0
Proceeds of notes payable 0 593
Payments of notes payable (27,116 ) (30,950 )
Net Cash Provided By (Used in) Financing Activities 20,784 (30,357 )
Net Decrease in Cash and Cash Equivalents (8,121 ) (9,450 )
Cash and Cash Equivalents - Beginning 12,319 21,769
Cash and Cash Equivalents - Ending $ 4,198 $ 12,319
Supplemental Cash Flow Information:
Cash Paid for Interest $ 23,716 $ 23,743
Cash Paid for Income Taxes $ 0 $ 0
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The accompanying notes are an integral part of the financial statements.
1. Organization
The River Broadcasting Company, Inc. (the "Company") is a privately held company, founded in 1979 located in Greenville, Mississippi and conducts business from its principal executive office at 800 Hwy 1 South, Delta Plaza Mall, Greenville, MS 38702. The Company owns and operates three radio stations in Mississippi.
2. Summary of Significant Accounting Policies
Accounts Receivable
The Company uses the allowance method for determining the collectability of our
accounts receivable. The allowance method recognizes bad debt expense following
a review of the individual accounts outstanding in light of the surrounding
facts. Accounts receivable are reported at their outstanding unpaid principal
balances reduced by an allowance for doubtful accounts based on historical bad
debts, factors related to specific customers' ability to pay and economic
trends. Accounts receivable are written off against the allowance when a balance
is determined to be uncollectible. Accounts receivable on the consolidated
balance sheet is stated net of the allowance for doubtful accounts.
Property and equipment
Property and equipment are recorded at cost. Depreciation is calculated using
the straight-line method over the estimated useful life of the assets. Building
improvements are amortized using the straight-line method over the term of the
lease or the useful life of the improvements, whichever is shorter. Accelerated
depreciation methods are generally used for income tax purposes. Repairs and
maintenance costs are charged directly to expense as incurred.
Goodwill
Goodwill is the excess of the purchase price over the fair value of identifiable net assets acquired in business combinations accounted for under the purchase method as described in SFAS No. 142, Goodwill and Other Intangible Assets. Goodwill is tested for impairment yearly. The Company recognizes fair values utilizing widely accepted valuation techniques, including discounted cash flows and market multiple analyses.
Income Taxes
The Company has, with the consent of its stockholders, made an election under the Internal Revenue Code to be treated as an S Corporation for Federal tax purposes. Accordingly, the stockholders report the Company's taxable income and deductions on their individual income tax return. Therefore, the Company has made no provision for Federal income taxes.
2. Summary of Significant Accounting Policies (continued)
Use of Estimates
In preparing the financial statements in conformity with accounting principles generally accepted in the United States (GAAP), the Company is required to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and revenue and expenses during the reporting period. Actual results could differ materially from our estimates.
Revenue and Cost Recognition
The Company recognizes its advertising and programming revenues when the advertisements air on its radio stations. Generally, the Company is paid by local businesses who contract for advertising services with the company.
New Accounting Pronouncements
The Company does not expect the adoption of recently issued accounting
pronouncements to have a significant impact on the Company's results of
operations, financial position or cash flow.
3. Property and Equipment
Property and equipment consisted of the following at December 31:
2006 2005
Land $ 156,474 $ 156,474
Buildings 22,545 22,545
Leasehold improvements 2,116 2,116
Furniture and fixtures 69,049 66,471
Studio equipment 316,274 309,392
Transmitter equipment 123,035 123,035
Mobile studio equipment 19,070 19,070
Towers 95,430 95,430
Subtotal 803,993 794,533
Accumulated depreciation (672,694 ) (643,141 )
Property and equipment, net $ 131,299 $ 151,392
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Depreciation expense was $29,553 and $27,767 in 2006 and 2005, respectively.
THE RIVER BROADCASTING CO.
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2006 AND 2005
4. Notes Payable
Notes payable consists of the following at December 31:
2006 2005
Note Payable - Related parties $ 247,700 $ 199,800
Note Payable - Planters Bank 310,334 337,450
Total Notes Payable $ 558,034 $ 537,250
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The related party notes consist of notes payable to shareholders of the Company. All related party notes are unsecured, interest free and due on demand.
The Planters bank note is renewable yearly and bears 6.85% interest. The note is secured by the assets of the Company.
Future principal payments under note payable obligations as of December 31, 2007 and for each of the remaining years and in the aggregate are as follows:
Year Ending Amount
December 31, 2007 $ 558,034
2008 0
2009 0
2010 0
2011 0
Total $ 558,034
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5. Commitments and Contingencies
Operating Leases
Future minimum cash lease commitments under all non-cancellable leases in effect
at December 31, 2006 were as follows:
Year ending Lease Commitments
December 31, 2007 $ 6,750
2008 0
2009 0
2010 0
2011 0
Total $ 6,750
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The Company leases their offices for $1,125 per month. The lease expired July 1, 2007 and the Company continued on a month to month basis after that date.
6. Subsequent Event
On June 19, 2007, the Company was acquired by Debut Broadcasting of Nashville, TN. Included in the purchase were all of the facilities, equipment, licenses and intellectual property necessary to operate the stations, in exchange for $1,037,134.
Maddox Ungar Silberstein, PLLC CPAs and Business Advisors
To the Board of Directors
Shamrock Broadcasting, Inc.
Indianola, MS
We have audited the accompanying balance sheets of Shamrock Broadcasting, Inc., as of December 31, 2006 and 2005, and the related statements of operations, stockholder's equity, and cash flows for the years then ended. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company has determined that it is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Shamrock Broadcasting, Inc., as of December 31, 2006 and 2005 and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States.
/s/ Maddox Ungar Silberstein, PLLC
Maddox Ungar Silberstein, PLLC
Bingham Farms, Michigan
December 9, 2008
SHAMROCK BROADCASTING, INC.
BALANCE SHEETS
AS OF DECEMBER 31, 2006 AND 2005
2006 2005
ASSETS
Current Assets
Cash and cash equivalents $ 0 $ 2,918
Accounts receivable - trade, net 15,027 11,418
Accounts receivable - employees 2,470 1,600
Total Current Assets 17,497 15,936
Property and equipment, net 51,302 55,797
Other Assets
Frequency licenses 75,000 75,000
Goodwill 2,500 2,500
Total Other Assets 77,500 77,500
TOTAL ASSETS $ 146,299 $ 149,233
LIABILITIES AND STOCKHOLDER'S EQUITY
Current Liabilities
Accounts payable $ 6,205 $ 6,848
Accrued payroll taxes 317 793
Notes payable - current portion 11,913 8,913
Notes payable - related party 62,500 73,000
Total Current Liabilities 80,935 89,554
Long-Term Debt
Notes payable 7,927 14,327
TOTAL LIABILITIES 88,862 103,881
TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY $ 146,299 $ 149,233
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The accompanying notes are an integral part of the financial statements.
SHAMROCK BROADCASTING, INC.
STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED DECEMBER 31, 2006 AND 2005
2006 2005
Gross Revenues $ 144,799 $ 152,343
Operating Expenses 132,744 143,424
Operating Income 12,055 8,919
Other Income 30 824
Net Income $ 12,085 $ 9,743
Weighted Average Shares Outstanding:
Basic and Diluted 1,000,000 1,000,000
Net Income per Share $ 0.01 $ 0.01
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The accompanying notes are an integral part of the financial statements.
SHAMROCK BROADCASTING, INC.
STATEMENT OF STOCKHOLDER'S EQUITY
AS OF DECEMBER 31, 2006
Common Stock Additional Paid Retained
Shares Amount in Capital Earnings Total
Beginning Balance,
January 1, 2005 1,000,000 $ 1,000 $ 0 $ 34,609 $ 35,609
Net Income for
the Year Ended
December, 31, 2005 9,743 9,743
Balance,
December 31, 2005 1,000,000 1,000 0 44,352 45,352
Net Income for
the Year Ended
December 31, 2006 12,085 12,085
Ending Balance,
December 31, 2006 1,000,000 $ 1,000 $ 0 $ 56,437 $ 57,437
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The accompanying notes are an integral part of the financial statements.
SHAMROCK BROADCASTING, INC.
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