InCapta, Inc. - FORM 10-Q - November 23, 2009

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EX-31 - CERTIFICATION - InCapta, Inc.	ex-31.htm
EX-32 - CERTIFICATION - InCapta, Inc.	ex-32.htm

U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2009

[ ] 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: 0-29113

TBC GLOBAL NEWS NETWORK, INC.

(Exact Name of Company as Specified in its Charter)

Nevada	90-0224051
(State or Other Jurisdiction of Incorporation	(I.R.S. Employer
or Organization)	Identification No.)

130 West Kentucky Avenue, Franklin, Kentucky 42134

(Address of Principal Executive Offices)

(270) 586-0280

(Company’s Telephone Number)

1535 Blackjack Road, Franklin, Kentucky 42134

(Former Name, Former Address, and Former Fiscal Year, if Changed Since Last Report)

Indicate by check mark whether the Company (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 Company was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No .

Indicate by check mark whether the Company 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 during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes No X .

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 the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act:

Large accelerated filer [ ]		Accelerated filer [ ]

Non-accelerated filer [ ]		Smaller reporting company [X]

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

As of September 30, 2009, the Company had 424,605,279 shares of common stock issued and outstanding.

TABLE OF CONTENTS

PART I – FINANCIAL INFORMATION	PAGE

ITEM 1. FINANCIAL STATEMENTS

CONSOLIDATED BALANCE SHEETS AS OF SEPTEMBER 30, 2009
(UNAUDITED) AND DECEMBER 31, 2008	4

CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED) FOR THE THREE AND NINE MONTHS
ENDED SEPTEMBER 30, 2009 AND SEPTEMBER 30, 2008	6

CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED) FOR THE NINE MONTHS ENDED
SEPTEMBER 30, 2009 AND SEPTEMBER 30, 2008	7

NOTES TO UNAUDITED CONSOLIDATED
FINANCIAL STATEMENTS	8

ITEM 2. MANAGEMIENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS	17

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES
ABOUT MARKET RISK	25

ITEM 4. CONTROLS AND PROCEDURES	25

ITEM 4(T). CONTROLS AND PROCEDURES	25

PART II – OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS	27

ITEM 1A. RISK FACTORS	27

ITEM 2. UNREGISTERED SALES OF EQUITY
SECURITIES AND USE OF PROCEEDS	27

ITEM 3. DEFAULTS UPON SENIOR SECURITIES	27

ITEM 4. SUBMISSION OF MATTERS TO A VOTE
OF SECURITY HOLDERS	27

ITEM 5. OTHER INFORMATION	28

ITEM 6. EXHIBITS	28

SIGNATURE	28

PART I – FINANCIAL INFORMATION

ITEM 1. FINANCAL STATEMENTS.

TBC GLOBAL NEWS NETWORK, INC.

CONSOLIDATED BALANCE SHEETS

	September 30, 2009				December 31, 2008
	(Unaudited)
ASSETS
Current assets
Cash		$	19,682		$	87,052
Prepaid expenses			--			--
Total current assets			19,682			87,052

DVD’s and video games libraries, net of accumulated amortization of $7,643,907 and $7,362,546, respectively			--			281,361
Fixed assets, net of accumulated depreciation of $636,657 and $549,527, respectively			140,655			214,777
Film library, net of accumulated amortization of $603,257 and $455,813, respectively			969,492			1,116,937
Other assets			3,650			3,650

Total assets		$	1,133,479		$	1,703,777

LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)

Current liabilities
Accounts payable and accrued expenses		$	1,721,638		$	1,784,914
Current portion of long-term notes payable			642,427			642,427
Notes payable - related party			775			40,920
Advance from Golden Gate Investors, Inc.			477,599			542,003
Total current liabilities			2,842,439			3,010,264

Note payable, less current portion of $0 for both periods			--			--
Convertible debenture, net of unamortized debt discounts of $41,731 and $76,725, respectively			102,932			89,051

Total liabilities			2,945,371			3,099,315

Stockholders’ equity (deficit)
Common stock; $0.001 par value; 5,000,000,000 shares authorized, 424,605,279 and 188,800 issued and outstanding, respectively (1)			424,605			189
Additional paid-in capital			71,250,676			43,788,628
Accumulated deficit			(73,487,173	)		(45,184,355	)

TBC GLOBAL NEWS NETWORK, INC.

CONSOLIDATED BALANCE SHEETS

(continued)

	September 30, 2009			December 31, 2008
	(Unaudited)

Total stockholders’ equity (deficit)		(1,811,892	)		(1,395,538	)

Total liabilities and stockholders’ equity (deficit)	$	1,133,479		$	1,703,777

(1) Adjusted for a 1 for 10,000 reverse split of the common stock effective on April 9, 2009.

See Accompanying Notes to Consolidated Financial Statements

TBC GLOBAL NEWS NETWORK, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

	For the Three Months Ended September 30,						For the Nine Months Ended September 30,
	2009			2008			2009			2008
Revenues	$	101,231		$	179,803		$	101,231		$	865,867
Cost of revenues		113,151			86,634			492,378			374,867
Gross profit		(11,920	)		93,439			(391,147	)		491,000

Operating expenses
Advertising		--			39,757			--			100,862
Consulting and professional fees		3,234,235			18,652			3,240,635			56,339
Depreciation and amortization		25,651			46,696			87,130			141,237
Selling, general and administrative		24,432,773			120,783			24,560,075			698,161
Total operating expenses		27,692,659			225,888			27,887,840			996,599

Loss from operations		(27,704,579	)		(132,449	)		(28,278,987	)		(505,599	)

Other income (expense)
Interest expense		(5,038	)		(8,595	)		(23,830	)		(22,644	)
Interest income		--			--			--			4,250
Total other income (expense)		(5,038	)		(8,595	)		(23,830	)		(18,394	)

Loss before provision for income taxes		(27,709,617	)		(141,044	)		(28,302,817	)		(523,993	)

Provision for income taxes		--			--			--			--

Net loss	$	(27,709,617	)	$	(141,044	)	$	(28,302,817	)	$	(523,993	)

Loss per common share - basic and diluted	$	(0.10	)	$	(0.90	)	$	(0.30	)	$	(5.66	)

Weighted average common shares outstanding - basic and diluted (1)		276,580,248			157,191			93,615,655			92,577

(1) Adjusted for a 1 for 10,000 reverse split of the common stock effective on April 9, 2009.

See Accompanying Notes to Consolidated Financial Statements

TBC GLOBAL NEWS NETWORK, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

	For the Nine Months Ending
	September 30, 2009			September 30, 2008
Cash flows from operating activities:
Net loss	$	(28,302,817	)	$	(523,993	)
Adjustments to reconcile net loss to net cash provided by operating activities:
Debt discount amortization related to convertible debenture		14,950			--
Depreciation and amortization		515,936			285,149
Stock based compensation		27,768,874			8,400
Changes in operating assets and liabilities:
Change in accounts receivable		--			279
Change in prepaid expenses		--			10,000
Change in other assets		--			13,929
Change in accounts payable and accrued expenses		(11,160	)		75,983
Change in bank overdraft		--			(49,203	)
Change in deferred revenue		--			(28,067	)
Change in other current liabilities		--			5,295
Net cash used in operating activities		(14,217	)		(202,228	)

Cash flows from investing activities:
Purchase of fixed assets		(13,008	)		(19,598	)
Purchase of DVD’s and games libraries		--			(19,486	)
Net cash used in investing activities		(13,008	)		(39,084	)

Cash flows from financing activities:
Proceeds from convertible debenture		--			15,005
Proceeds from advances from Golden Gate Investors, Inc.		--			82,177
Proceeds from short-term debt		--			167,868
Payments on related party notes payable		(40,145	)		(107,636	)
Proceeds from stock issuances		--			92,850
Net cash provided by (used in) financing activities		(40,145	)		250,264

Net change in cash and cash equivalents		(67,370	)		8,952

Cash, beginning of period		87,052			24,976

Cash, end of period	$	19,682		$	33,928

See Accompanying Notes to Consolidated Financial Statements

TBC GLOBAL NEWS NETWORK, INC.

NOTES TO CONSOLIDATED

FINANCIAL STATEMENTS

(Unaudited)

1.	BASIS OF PRESENTATION

The accompanying unaudited consolidated financial statements of TBC Global News Network, Inc., A Nevada Corporation (“Company”), have been prepared in accordance with Securities and Exchange Commission (“SEC”) requirements for interim financial statements. Therefore, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States for complete financial statements. The financial statements should be read in conjunction with the Form 10-K of the Company for the year ended December 31, 2008.

The interim financial information is unaudited. In the opinion of management, all adjustments necessary to present fairly the financial position as of September 30, 2009, and the results of operations and cash flows for the three and nine months then ended. All such adjustments are of a normal and recurring nature. Interim results are not necessarily indicative of results of operations for the full year.

The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany balances and transactions have been eliminated. All common stock share numbers reflect the 1 for 10,000 reverse split of the Company’s common stock on April 9, 2009.

In November 2008, the Company halted its previous operations of providing online movie (also referred to as a “DVD”) and video game rentals to subscribers through its Internet website, www.gameznflix.com.

On May 7, 2009, the Company filed a Certificate of Amendment to Articles of Incorporation with the Nevada Secretary of State. This amendment changed the name of the Company to TBC Global News Network, Inc. This corporate action had previously been approved by consent of a majority of the outstanding shares of common stock of the Company. As of July 30, 2009, the new trading symbol for the Company is “TGLN.”

The Company (www.tbcglobalnews.com) is a 24-hour a day, 7 days a week programming service designed as a turnkey solution for cable providers to add to their channel line-up. The Company intends to operate studios and facilities for the broadcasting of programs through its subsidiary, TBC Today, Inc. (www.tbctoday.tv) in the United States. The broadcast programming is focused on business related products, including but not limited to, USA business news, business profiles and late night business oriented movies (genres such as reality, documentary, movie, drama and biography). The Company intends to produce programming in its own facilities or acquire programming from external sources. The programming material is intended to be delivered to full power broadcasters, cable networks, and proprietary head-in systems or direct to satellite systems or IP Television (IPTV), for transmission to viewers. With the ever changing world of information and the ability to access this information within seconds, the Company intends to offer a whole new way to experience this information by targeting not only the business news but by looking at the inside makings of business itself along with an entertainment element.

2. SIGNIFICANT ACCOUNTING POLICIES

The summary of significant accounting policies of the Company is presented to assist in understanding the Company’s consolidated financial statements. The financial statements and notes are representations of the Company’s management, which is responsible for their integrity and objectivity. These accounting policies conform to generally accepted accounting principles and have been consistently applied in the preparation of the financial statements.

Use of Estimates.

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Because of the use of estimates inherent in the financial reporting process, actual results could differ significantly from those estimates.

Reclassifications.

Certain amounts reported in previous years have been reclassified to conform to the current year presentation.

Fair Value of Financial Instruments.

The fair value of the Company’s cash, accounts payable, accrued expenses and notes payable approximates their carrying value due to their short maturity.

Cash and Cash Equivalents.

The Company maintains cash balances in non-interest-bearing accounts that currently do not exceed federally insured limits. For the purpose of the statements of cash flows, all highly liquid investments with an original maturity of three months or less are considered to be cash equivalents. There were no cash equivalents as of September 30, 2009.

Property, Plant, and Equipment.

Property and equipment are carried at cost less accumulated depreciation. Depreciation is calculated using the straight-line method over the shorter of the estimated useful lives of the respective assets, generally from three years to five years, and forty years for a building.

Impairment of Long-Lived Assets.

In accordance with Statement of Financial Accounting Standards (“SFAS”) No. 144 (ASC Topic 360) “Accounting for the Impairment or Disposal of Long-Lived Assets,” long-lived assets such as property and equipment and intangible assets subject to amortization, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset group may not be recoverable. Recoverability of assets groups to be held and used is measured by a comparison of the carrying amount of an asset group to estimated undiscounted future cash flows expected to be generated by the asset group. If the carrying amount of an asset group exceeds its estimated future cash flows, an impairment charge is recognized by the amount by which the carrying amount of an asset group exceeds fair value of the asset group.

DVD and Video Games Libraries.

DVD’s and video games are recorded at historical cost and depreciated using the straight-line method over a twelve-month period with a salvage value of $1 per copy. If the Company does sell any of its DVD and video game libraries, the Company will re-evaluate its depreciation policy in terms of the salvage value. During the three-months ended June 30, 2009, the Company decided to write-off the $1 salvage value on the DVD’s and video games. This has been recorded as depreciation expense in cost of goods sold in this period, and the DVD’s and video games have now been completely depreciated and their book value is $0.

Because of the nature of the business, the Company experiences a certain amount of loss, damage, or theft of its DVD’s and video games. This loss is shown in the cost of sales section of the Income Statement. Any accumulated depreciation associated with this item is accounted for on a first-in-first-out basis and treated as a reduction to depreciation expense in the month the loss is recognized.

Revenue Recognition and Cost of Revenue.

Revenues are recorded and recognized as billed (COD) to clients. These products include advertising airtime, video production, editing and advertising sponsorships for produced segments. During period ending September 30, 2009 revenues consisted of approximately $400.00 of final release of credit card security hold for the closed GameZnFlix operations and approximately $100,800.00 of advertising sponsorship in the subsidiary TBC Today, Inc.

Advertising Costs

The Company expenses all costs of advertising as incurred. Advertising costs for the three months ended September 30, 2009 and 2008 were approximately $0 and $43,696, respectively. Advertising costs for the nine months ended September 30, 2009 and 2008 were approximately $0 and $61,105, respectively.

Income Taxes

The Company accounts for income taxes using the asset and liability method. Deferred income taxes are recognized by applying enacted statutory tax rates applicable to future years to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. The measurement of deferred tax assets is reduced, if necessary, by a valuation allowance for any tax benefits for which future realization is uncertain.

At September 30, 2009, the Company has net operating loss carry-forwards totaling approximately $73,000,000. The carry-forwards begin to expire in fiscal year 2017. The Company has established a valuation allowance for the full tax benefit of the operating loss carry-forwards due to the uncertainty regarding realization.

Net Income (Loss) Per Share

Basic net income (loss) per share is computed by dividing net income (loss) by the weighted-average number of outstanding shares of common stock during the period. Diluted net income (loss) per share is computed by dividing the weighted-average number of outstanding shares of common stock, including any potential common shares outstanding during the period, when the potential shares are dilutive. Potential common shares consist primarily of incremental shares issuable upon the assumed exercise of stock options and warrants to purchase common stock using the treasury stock method. The calculation of diluted net income (loss) per share gives effect to common stock equivalents; however, potential common shares are excluded if their effect is anti-dilutive, as they were during 2009 and 2008. During 2009 and 2008, the number of potential common shares excluded from diluted weighted-average number of outstanding shares was 3 and 3, respectively.

Dividends

The Company has not yet adopted any policy regarding payment of dividends. No dividends have been paid or declared since inception.

Segment Reporting

The Company follows SFAS No. 130 (ASC Topic 280), “Disclosures About Segments of an Enterprise and Related Information.” The Company operates as a single segment and will evaluate additional segment disclosure requirements as it expands its operations.

Stock-Based Compensation

Options granted to consultants, independent representatives and other non-employees are accounted for using the fair value method as prescribed by SFAS No. 123R, “Share-Based Payment.”

Recent Pronouncements

In June 2009, the Financial Accounting Standards Board (“FASB”) established the Accounting Standards Codification (“ASC”) as the source of authoritative accounting principles recognized by the FASB to be applied by nongovernmental entities in the preparation of financial statements in accordance with generally accepted accounting principles in the United States ("GAAP"). Rules and interpretive releases of the SEC issued under authority of federal securities laws are also sources of GAAP for SEC registrants. Existing GAAP was not intended to be changed as a result of the ASC, and accordingly the change did not impact our financial statements. The ASC does change the way the guidance is organized and presented.

In June 2009, the FASB issued SFAS No. 168, “The FASB Accounting Standards Codification™, and the Hierarchy of Generally Accepted Accounting Principles—a replacement of FASB Statement No. 162.” The Codification will become the source of authoritative U.S. generally accepted accounting principles (“GAAP”) to be applied to nongovernmental entities. The Codification will include only two levels of GAAP, authoritative and non-authoritative. Authoritative Statements will include FASB Standards and rules and interpretive releases of the Securities and Exchange Commission (“SEC”) under authority of federal securities laws applicable to SEC registrants. All other non-SEC and non-FASB accounting and reporting literature and standards will become non-authoritative as of the effective date of SFAS No. 168. The Codification will hereafter only be modified by Accounting Standards Updates, which will replace Statements, FASB Staff Positions, and Emerging Issues Task Force Abstracts. SFAS No. 168 is effective for interim and annual reporting periods ending after September 15, 2009. Adoption of this SFAS will have no impact on the Company’s financial reporting.

In June 2009, the FASB issued SFAS No. 167, “Amendments to FASB Interpretation No. 46 (R), Consolidation of Variable Interest Entities.” SFAS No. 167 expands the scope of Interpretation No. 46(R) to include entities that had been considered qualifying special purpose entities prior to elimination of the concept by SFAS No. 166. SFAS No. 167 requires entities to perform an analysis to determine whether the enterprise’s variable interest or interests give it a controlling financial interest in a variable interest entity. The enterprise is required to assess, on an ongoing basis, whether it is a primary beneficiary or has an implicit responsibility to ensure that a variable interest entity operates as designed. SFAS No. 167 changes the previous quantitative approach for determining the primary beneficiary to a qualitative approach based on which entity (a) has the power to direct activities of a variable interest entity that most significantly impact economic performance and (b) has the obligation to absorb losses or receive benefits that could be significant to the variable purpose entity.

SFAS No. 167 requires enhanced disclosures that will provide investors with more transparent information about an enterprise’s involvement with a variable interest entity. SFAS No. 167 is effective for each entity’s first annual reporting period that begins after November 15, 2009, and for interim periods within that annual period. This SFAS will have no impact on the Company’s financial reporting under its current business plan.

In June 2009, the FASB issued SFAS No. 166, “Accounting for Transfers of Financial Assets, an amendment of Statement No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities.” SFAS No. 166 removes the concept of a qualifying special-purpose entity. Therefore, all entities should be evaluated for consolidation in accordance with applicable consolidation guidance. SFAS No. 166 requires identification of any involvements with transferred assets and prevents de-recognition until all requirements for sale accounting have been met. Enhanced disclosures are required to provide greater transparency about any transferor’s continuing involvement with transferred assets. SFAS No. 166 is effective as of each reporting entity’s first annual reporting period that begins after November 15, 2009 and for all interim periods within that first annual period. The Company has no current involvement with transferred assets but will comply should the situation arise.

NOTE 2 – DVD AND VIDEO GAME LIBRARIES

DVD and video game libraries as of September 30, 2009 and December 31, 2008 consisted of the following:

	September 30, 2009			December 31, 2008

DVD and video game libraries	$	7,643,907		$	7,643,907
Less accumulated amortization		(7,643,907	)		(7,362,546	)

DVD and video game libraries, net	$	--		$	281,361

NOTE 3 - FIXED ASSETS

Fixed assets as of September 30, 2009 and December 31, 2008 consisted of the following:

	September 30, 2009			December 31, 2008

Computers and software	$	297,902		$	297,902
Furniture and fixtures		86,517			73,508
Vehicles		183,314			183,314
Office building		209,579			209,579
		777,312			764,303
Less accumulated depreciation		(636,657	)		(549,526	)

Fixed assets, net	$	140,655		$	214,777

NOTE 4 – FILM LIBRARY

Film library at September 30, 2009 and December 31, 2008 consists of various films acquired through 2006. The Company amortizes the film library over the estimated useful life of eight years. The film library consisted of the following:

	September 30, 2009			December 31, 2008

Film library	$	1,572,750		$	1,572,750
Less accumulated amortization		(603,258	)		(455,813	)

Film library, net	$	969,492		$	1,116,937

NOTE 5 - NOTE PAYABLE - RELATED PARTY

Note payable - related party as of September 30, 2009 consists of a $775 to the Company’s Chief Executive Officer, due on demand, unsecured and bearing no interest.

NOTE 6 - CONVERTIBLE DEBENTURES

On November 1, 2006, the Company entered into a convertible debenture totaling $100,000 that matures November 2011, is unsecured and bears an annual interest rate of 4.75%. The convertible debenture is convertible into shares of common stock equal to the principal amount of the debenture being converted multiplied by 110, less the product of the conversion price multiplied by 100 times the dollar amount. The conversion price is based on the lesser of $0.20 per share or 82% of the average of the lowest volume weighted average prices during the 20 trading days prior to the debt holder’s election to convert such unpaid balances. Additionally, the debt holder is entitled to a warrant to purchase 10,000 shares of common stock at an exercise price of $1.09 per share. The debt holder does not have the right and the Company does not have the obligation to convert any portion of the convertible debenture that will cause the debt holder to be a deemed beneficial owner of more than 9.99% of the then outstanding shares of the Company’s common stock.

In accordance with Emerging Issues Task Force (“EITF”) No. 00-27 (ASC Topic 470), the Company has determined the value of the convertible debenture and the fair value of the detachable warrant issued in connection with this debt. The estimated value of the warrants of $12,567 was determined using the Black-Scholes option pricing model under the following assumptions: life of 1 year, risk free interest rate of 5.15%, a dividend yield of 0% and volatility of 349%. The face amount of the debt of $100,000 was proportionately allocated to the convertible debt and the warrant in the amounts of $88,836 and $11,164, respectively. The value of the note was then allocated between the debt and the beneficial conversion feature, which the entire portion of $88,836 was allocated towards the beneficial conversion feature. The combined total discount is $100,000, which is being amortized over the term of the convertible debt using the effective interest method. As of September 30, 2009, the Company has amortized a total of $53,231.

NOTE 7 – ADVANCE FROM GOLDEN STATE INVESTORS, INC.

An advance from Golden Gate Investors, Inc. (now know as Golden State Investors, Inc. – “Golden State”) totaling $477,599 at September 30, 2009 relates to funds advanced to the Company for future exercise of warrants as discussed in Note 6.

NOTE 8 – COMMON STOCK

On April 9, 2009, the Company affected a 1 for 10,000 reverse split of its common stock. As a result of this reverse split, the number of outstanding shares of common stock as of that date was 188,880. Also, as of that date, the new trading symbol of the Company on the OTCBB was “GMZN.” The Company did this reverse split in order to position it for being involved in a new venture.

On July 29, 2009, the Company issued restricted shares of common stock to the directors of the Company for their services to the Company, as follows: (a) 150,000,000 shares to John Fleming, valued at $10,500,000 ($0.07 per share); (b) 100,000,000 shares to Mark Crist, valued at $7,000,000 ($0.07 per share); and (c) 100,000,000 shares to Marty Schiff, valued at $7,000,000 ($0.07 per share).

On July 31, 2009 and August 4, 2009, the Company sold a total of 35,429,310 restricted shares of common stock to two investors (17,714,655 each), with the shares valued at $2,480,052 ($0.07 per share). This transaction involved the payment of a promissory note, dated December 31, 2008, between the Company and The Business Channel, Inc., a Nevada corporation, by the assignment of the rights and interests to a payment of that promissory note to those investors, along with other consideration.

On August 5, 2009 the Company issued 1,816,376 restricted shares of common stock to Golden Gate Investors under a debenture conversion (this reduced the amount of the debenture by $1,000). In addition, on the date, Golden Gate also exercised a warrant for 100,000 shares of common stock, resulting in proceeds to the Company of $109,000. All this stock was valued at $104,260 ($0.0574 per share).

NOTE 9 - STOCK COMPENSATION PLANS

Stock Incentive Plan.

On April 25, 2003, the Company adopted a Stock Incentive Plan (the Company adopted Amendment No. 4 to this plan on July 13, 2005). This plan is intended to allow directors, officers, employees, and certain non-employees of the Company to receive options to purchase its common stock. The purpose of this plan is to provide these persons with equity-based compensation incentives to make significant and extraordinary contributions to the long-term performance and growth of the Company, and to attract and retain employees. As of December 31, 2004, all 60,000 (600,000,000 pre reverse split) shares of common stock authorized under this plan have been registered as a result of Form S-8’s filed with the Securities and Exchange Commission. Options granted under this plan are to be exercisable at whatever price is established by the board of directors, in its sole discretion, on the date of the grant.

During 2003, the Company granted options for 25,000,000 (2,500 post reverse split) shares to two non-employee consultants (one at an exercise price equal to 75% of the market price on the date of exercise and the other at 50% of the market price on the date of exercise), all of which were exercised in 2004. During August 2004, the Company granted options for 42,042,294 (4,204 post reverse split) shares to three non-employee consultants (at an exercise price equal to 50% of the market price on the date of exercise), all of which were exercised in 2004. During December 2004, the Company granted options for 30,000,000 (3,000 post reverse split) shares to eight non-employee consultants (at an exercise price equal to 50% of the market price on the date of exercise), none of which have been exercised as of December 31, 2006. During 2005, the Company granted options for 302,957,706 (30,296 post reverse split) (incorrectly reported in the 2005 Form 10-KSB as 540,000,000 (54,000 post reverse split)) shares to various consultants (at an exercise price equal to 50% of the market price on the date of exercise), all of which were exercised in 2005 resulting in proceeds to the Company of $3,032,000; there were no options remaining to be issued as of that date. As of June 30, 2009, there were options for 30,000 (3 post reverse split) shares that remain unexercised, which result in all 30,000,000 (3,000 post reverse split) shares remaining to be issued under this plan.

2009 Stock and Option Plan.

On April 22, 2009, the Company adopted a new 2009 Stock and Option Plan, which initially registered 500,000 shares under a Form S-8 registration statement filed with the SEC on April 27, 2009 (this plan was subsequently on August 8, 2009 and another Form S-8 was filed on August 27, 2009 to register an additional 25,000,000 shares of common stock). This plan is intended to allow designated directors, officers, employees, and certain non-employees, including consultants (all of whom are sometimes collectively referred to herein as “Employees”) of the Company and its subsidiaries to receive options to purchase the Company’s common stock and to receive grants of common stock subject to certain restrictions. The purpose of this plan is to promote the interests of the Company and its stockholders by attracting and retaining employees capable of furthering the future success of the Company and by aligning their economic interests more closely with those of the Company’s stockholders. As of September 30, 2009, there were 100,000 shares remaining to be issued under this plan.

NOTE 10 – ACQUISITION OF TBC TODAY, INC.

On April 30, 2009, the Company entered into an Acquisition Agreement with TBC Today, Inc., a Nevada corporation, where the Company acquired all of the outstanding common stock of TBC (as reported in a Form 8-K filed on May 4, 2009). Under this agreement, all 11,000,000 shares of TBC Today, Inc. common stock issued and outstanding were acquired by the Company for 11,000,000 shares of restricted common stock of the Company. Marty Schiff, the current President of TBC Today, Inc., remained in that position with TBC Today, Inc. John Fleming, Chief Executive Officer of the Company, is also a stockholder of TBC Today, Inc. On August 14, 2009 the Company issued 11,000,000 restricted shares of common stock to the shareholders of TBC Today, Inc. in completing this acquisition. The stock was valued at $440,000 ($0.04 per share) and was approved.

NOTE 11 – SUBSEQUENT EVENTS

(a) On October 2, 2009, the Company further amended its 2009 Stock and Option Plan another Form S-8 was filed on October 9, 2009 to register an additional 100,000,000 shares of common stock).

(b) On October 27, 2009, the Company issued 2,800,000 free trading shares of common stock under the 2009 Stock and Option Plan to Marty Schiff, one of the directors of the Company, for services rendered to the Company. These shares were valued at $58,800 ($0.021 per share).

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

The following management’s discussion and analysis of financial condition and results of operations is based upon, and should be read in conjunction with, our unaudited financial statements and related notes included elsewhere in this Form 10-Q, which have been prepared in accordance with accounting principles generally accepted in the United States.

Overview.

TBC Global News Network, Inc. (www.tbcglobalnews.com) is a 24-hour a day, 7 days a week programming service designed as a turnkey solution for cable providers to add to their channel line-up. The Company intends to operate studios and facilities for the broadcasting of programs through its subsidiary, TBC Today, Inc. (www.tbctoday.tv), in the United States. The broadcast programming is focused on business related products, including but not limited to, USA business news, business profiles and late night business oriented movies (genres such as reality, documentary, movie, drama and biography). The Company intends to produce programming in its own facilities or acquire programming from external sources. The programming material is intended to be delivered to full power broadcasters, cable networks, and proprietary head-in systems or direct to satellite systems or IP Television (IPTV), for transmission to viewers. With the ever changing world of information and the ability to access this information within seconds, the Company intends to offers a whole new way to experience this information by targeting not only the business news but by looking at the inside makings of business itself along with an entertainment element never before applied to such service.

The Company intends to handle all production and promotion for the 24-hour schedule, including daily programming guides, station ID's, upcoming specials, commercial insertion, cue tone generation, program and content quality control and all trafficking. The schedule is intended to include programming on the following:

business news

international and domestic business profiles

stock quotes on the OTCBB and Pink Sheets

market analysis from the OTCBB and Pink Sheets

industry analysis from the OTCBB and Pink Sheets

late night business movies

Programming is intended to be available to cable affiliates, IPTV and over the air broadcasters sometime in 2010. IPTV is a system where digital television service is delivered using Internet protocol over a network infrastructure, which may include delivery by a broadband connection. This IP based platform can offer significant advantages, including the ability to integrate television with other IP-based services like high speed Internet access.

The Company is intended to be a new network with a fresh approach to educating the promising entrepreneur. From Internet start-ups to traditional business, the Company intends to provide the tools necessary for better management and valuable insight from industry peers. The Company intends to offer a different approach to business and business news by providing unique, entertaining programming with an extensive library of resources all in layman’s terms and all in one place. With a focusing on news, tools, and resources for smaller businesses and promising entrepreneurs, the Company seeks to carve out a new niche in the market.

In the future, the Company may add satellite transmission to the global cable and satellite market to reach Canada, Mexico, The Caribbean, Central and South America, Europe, Asia, and the Pacific Rim.

Results of Operations.

(a) Revenues.

The Company had gross revenues of $101,231 for the three and nine months ended September 30, 2009 compared to $179,803 and $865,867 for the three and nine months ended September 30, 2008, a decrease $78,572 and $764,636, or approximately 44% and 88%, respectively. Gross revenues decreased from 2008 due to the company closing its DVD operations and acquiring TBC Today, Inc in August 2009, which reported approximately $100,000 in revenue from advertising sponsorship and video production.

(b) Cost of Revenues.

The Company had cost of revenues of $113,151 and $492,378 for the three and nine months ended September 30, 2009 compared to $86,364 and $374,867 for the three and nine months ended September 30, 2008, an increase of $26,787 and $117,511, or approximately 31% and 31%, respectively. Cost of revenues increased as the Company’s subsidiary TBC Today accounted for $63,572 of the total for production of its products and the balance is depreciation and amortization of the parent’s inventory and the parent with no current operations

The Company had advertising expenses of $0 for the three and nine months ended September 30, 2009 compared to $39,757 and $100,862 for the three and nine months ended September 30, 2008. The decrease was caused by the Company closing its prior operations in November 2008 and its new subsidiary not having any related costs.

(d) Selling, General and Administrative Expenses.

The Company had selling, general and administrative expenses of $24,432,773 and $24,560,075 for the three and nine months ended September 30, 2009 compared to $120,783 and $698,161 for the three and nine months ended September 30, 2008, an increase of $24,311,990 and $23,861,914, or approximately 20,000% and 3,400%, respectively. The increase in selling, general and administrative expenses was principally due to the issuing of restricted stock to the officers and directors of the company during the quarter.

(e) Professional/Consultant Fees.

The Company had professional fees of approximately $3,234,235 and 3,240,635 for the three and nine months ended September 30, 2009 compared to $18,652 and $56,339 for the three and nine months ended September 30, 2008, an increase of $3,215,583 and $3,240,636, or approximately 13,700% and 4,500%, respectively.. The increase in professional fees during the three months ended September 30, 2009 compared to the prior period was primarily a result of increased need of business consultants and legal fees.

(f) Net Loss.

The Company had a net loss of $27,709,617 and $28,302,817 for the three and nine months ended September 30, 2009 compared to $141,044 and $523,993 for the three and nine months ended September 30, 2008, an increase of $27,572,130 and $27,777,824 or approximately 19,000% and 5,300%, respectively. The increases in net losses are the result of the factors mentioned above. The Company anticipates having a recurring net loss during the remainder of 2009.

Factors That May Affect Operating Results.

The Company is also subject to the following specific factors that may affect its operations:

(a) Any Required Expenditures as a Result of Indemnification Will Result in an Increase in Expenses.

The Company’s bylaws include provisions to the effect that it may indemnify any director, officer, or employee. In addition, provisions of Nevada law provide for such indemnification, as well as for a limitation of liability of directors and officers for monetary damages arising from a breach of their fiduciary duties. Any limitation on the liability of any director or officer, or indemnification of any director, officer, or employee, could result in substantial expenditures being made by the Company in covering any liability of such persons or in indemnifying them.

(b) The Company’s Success Is Largely Dependent on the Abilities of Its Management and Employee.

The Company’s success is largely dependent on the personal efforts and abilities of its senior management. The loss of certain members of the Company’s senior management, including its chief executive officer, could have a material adverse effect on our business and prospects.

The Company is required to comply with the provisions of Section 404 of the Sarbanes-Oxley Act of 2002, which requires it to maintain an ongoing evaluation and integration of the internal control over financial reporting. The Company is required to document and test its internal control and certify that it is responsible for maintaining an adequate system of internal control procedures for the year ending December 31, 2009. In subsequent years, the Company’s independent registered public accounting firm will be required to opine on those internal control and management’s assessment of those control. In the process, the Company may identify areas requiring improvement, and the Company may have to design enhanced processes and controls to address issues identified through this review.

The Company evaluated its existing control for the year ended December 31, 2008. The Company’s Chief Executive Officer identified material weaknesses in the Company’s internal control over financial reporting and determined that the Company did not maintain effective internal control over financial reporting as of December 31, 2008. The identified material weaknesses did not result in material audit adjustments to the Company’s 2008 financial statements; however, uncured material weaknesses could negatively impact the Company’s financial statements for subsequent years.

The Company cannot be certain that it will be able to successfully complete the procedures, certification and attestation requirements of Section 404 or that the Company’s auditors will not have to report a material weakness in connection with the presentation of the Company’s financial statements. If the Company fails to comply with the requirements of Section 404 or if the Company’s auditors report such material weakness, the accuracy and timeliness of the filing of the Company’s annual report may be materially adversely affected and could cause investors to lose confidence in its reported financial information, which could have a negative effect on the trading price of the common stock. In addition, a material weakness in the effectiveness of the Company’s internal controls over financial reporting could result in an increased chance of fraud and the loss of customers, reduce the Company’s ability to obtain financing and require additional expenditures to comply with these requirements, each of which could have a material adverse effect on the Company’s business, results of operations and financial condition.

Further, the Company believes that the out-of-pocket costs, the diversion of management’s attention from running the day-to-day operations and operational changes caused by the need to comply with the requirements of Section 404 could be significant. If the time and costs associated with such compliance exceed the Company’s current expectations, its results of operations could be adversely affected.

(d) The Inability to Issue Shares Upon Conversion of Debentures Would Require the Company to Pay Penalties to Golden Gate.

If the Company is unable to issue common stock, or fails to timely deliver common stock on a delivery date, the Company would be required to:

·	pay late payments to Golden Gate for late issuance of common stock upon conversion of the convertible debenture, in the amount of $100 per business day after the delivery date for each $10,000 of convertible debenture principal amount being converted or redeemed.

·	at the election of Golden Gate, the Company must pay Golden Gate a sum of money determined by multiplying up to the outstanding principal amount of the convertible debenture designated by Golden Gate by 130%, together with accrued but unpaid interest thereon.

if ten days after the date the Company is required to deliver common stock to Golden Gate pursuant to a conversion, Golden Gate purchases (in an open market transaction or otherwise) shares of common stock to deliver in satisfaction of a sale by Golden Gate of the common stock which it anticipated receiving upon such conversion (a “Buy-In”), then the Company is required to pay in cash to Golden Gate the amount by which its total purchase price (including brokerage commissions, if any) for the shares of common stock so purchased exceeds the aggregate principal and/or interest amount of the convertible debenture for which such conversion was not timely honored, together with interest thereon at a rate of 15% per annum, accruing until such amount and any accrued interest thereon is paid in full.

In the event that the Company is required to pay penalties to Golden Gate or redeem the convertible debentures held by Golden Gate, it may be required to curtail or cease operations.

(e) Repayment of Debentures, If Required, Would Deplete Available Capital.

The convertible debenture issued to Golden Gate is due and payable, with 4¾% interest, three years from the date of issuance, unless sooner converted into shares of common stock. In addition, any event of default could require the early repayment of the convertible debentures at a price equal to 125% of the amount due under the debentures. The Company anticipates that the full amount of the convertible debentures, together with accrued interest, will be converted into shares of common stock, in accordance with the terms of the debenture. If the Company were required to repay the debenture, it would be required to use its limited working capital and/or raise additional funds. If the Company were unable to repay the debentures when required, the debenture holder could commence legal action against it and foreclose on assets to recover the amounts due. Any such action may require the Company to curtail or cease operations.

Operating Activities.

The net cash used in operating activities was $14,217 for the nine months ended September 30, 2009 compared to $202,228 for the nine months ended September 30, 2008, a decrease of $188,011 or approximately 93%. This decrease is attributed to many changes from period to period.

Investing Activities.

Net cash used in investing activities was $13,008 for the nine months ended September 30, 2009 compared to $39,084 for the nine months ended September 30, 2008. This decrease resulted primarily from the change in operations form a DVD rental company to that of the television news and production company.

Liquidity and Capital Resources.

As of September 30, 2009, the Company had total current assets of $19,682 and total current liabilities of $2,842,439, resulting in a working capital deficit of $2,822,757. The Company’s cash balance as of September 30, 2009 totaled $19,682. Overall, cash and cash equivalents for the nine months ended September 30, 2009 decreased by $67,370.

As of September 30, 2008, the Company had total current assets of $19,682 and total current liabilities of $2,842,439 resulting in a working capital deficit of $2,822,757. The cash balance as of September 30, 2008 totaled $19,682. Overall, cash and cash equivalents for the year ended September 30, 2008 decreased by $67,370.

Net cash used in financing activities was $40,145 for the nine months ended September 30, 2009 compared to cash provided by financing activities of $250,264 for the nine months ended September 30, 2008, a decrease of $210,119 or approximately 84%. This decrease resulted from a reduction of funds provided by Golden Gate Investors, Inc. as a result of the Addendum to Convertible Debenture and Warrant to Purchase Common Stock, between that firm and the Company (as discussed below)

The Company’s current cash balance will not be sufficient to fund its operations for the next twelve months. Therefore, the Company’s continued operations, as well as the full implementation of its business plan will depend upon its ability to raise additional funds through bank borrowings and equity or debt financing in addition to the financing arrangement with Golden Gate.

In connection with this need for funding, the Company entered into a financing arrangement with Golden Gate: A Securities Purchase Agreement with Golden Gate on November 11, 2004 for the sale of (i) $150,000 in convertible debenture and (ii) a warrant to buy 15,000,000 (1,500 post reverse split) shares of common stock. The shares underlying these securities were registered under a Form SB-2 registration statement filed in January 2005.

The warrant is exercisable into 15,000,000 (1,500 post reverse split) shares of common stock at an exercise price of $1.09 ($10,900 post reverse split) per share. As of September 30, 2009, a total of 100,711 (post reverse split) shares were issued related to the warrant providing the Company approximately $7,994,000.

The Company filed another registration statement under Form SB-2 during the first quarter of 2006 related to an amendment of the Securities Purchase Agreement with Golden Gate in which the debenture was increased to $300,000 and an additional warrant for 15,000,000 (1,500 post reverse split) shares of common stock was issued (also exercisable at $1.09 ($10,900 post reverse split) per share into 20,339,100 (2,034 post reverse split) shares of common stock, providing future funding of approximately $16,350,000). In connection with the increased debenture, $150,000 was disbursed to the Company in January 2006. As of September 30, 2009, a total of 650 (post reverse split) shares were issued related to this new warrant, providing the Company approximately $7,100,000.

Whereas the Company has been successful in the past in raising capital, no assurance can be given that these sources of financing will continue to be available to it and/or that demand for equity/debt instruments will be sufficient to meet its capital needs, or that financing will be available on terms favorable to the Company. The financial statements do not include any adjustments relating to the recoverability and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

If funding is insufficient at any time in the future, the Company may not be able to take advantage of business opportunities or respond to competitive pressures, or may be required to reduce the scope of planned product development and marketing efforts, any of which could have a negative impact on business and operating results. In addition, insufficient funding may have a material adverse effect on the Company’s financial condition, which could require it to:

·	curtail operations significantly;

·	sell significant assets;

·	seek arrangements with strategic partners or other parties that may require the Company to relinquish significant rights to products, technologies or markets; or

·	explore other strategic alternatives including a merger or sale of the Company.

To the extent that the Company raises additional capital through the sale of equity or convertible debt securities, the issuance of such securities may result in dilution to existing stockholders. If additional funds are raised through the issuance of debt securities, these securities may have rights, preferences and privileges senior to holders of common stock and the terms of such debt could impose restrictions on the Company’s operations. Regardless of whether cash assets prove to be inadequate to meet the Company’s operational needs, the Company may seek to compensate providers of services by issuance of stock in lieu of cash, which may also result in dilution to existing stockholders.

Inflation.

The impact of inflation on costs and the ability to pass on cost increases to the Company’s customers over time is dependent upon market conditions. The Company is not aware of any inflationary pressures that have had any significant impact on operations over the past quarter, and the Company does not anticipate that inflationary factors will have a significant impact on future operations.

Off-Balance Sheet Arrangements.

The Company does not maintain off-balance sheet arrangements nor does it participate in non-exchange traded contracts requiring fair value accounting treatment.

Critical Accounting Policies.

The SEC has issued Financial Reporting Release No. 60, “Cautionary Advice Regarding Disclosure About Critical Accounting Policies” (“FRR 60”), suggesting companies provide additional disclosure and commentary on their most critical accounting policies. In FRR 60, the SEC has defined the most critical accounting policies as the ones that are most important to the portrayal of a company’s financial condition and operating results, and require management to make its most difficult and subjective judgments, often as a result of the need to make estimates of matters that are inherently uncertain. Based on this definition, the Company’s most critical accounting policies include: (a) use of estimates in the preparation of financial statements; (b) non-cash compensation valuation; (c) revenue recognition and cost of revenue; and (d) impairment of long-lived assets. The methods, estimates and judgments the Company uses in applying these most critical accounting policies have a significant impact on the results it reports in the financial statements.

(a) Use of Estimates in the Preparation of Financial Statements.

The preparation of financial statements requires the Company to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. On an on-going basis, management evaluates these estimates, including those related to revenue recognition and concentration of credit risk. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

(b) Non-Cash Compensation Valuation.

The Company has issued, and intends to issue, shares of common stock to various individuals and entities for management, legal, consulting, and marketing services. These issuances will be valued at the fair market value of the services provided and the number of shares issued is determined, based upon the open market closing price of common stock as of the date of each respective transaction. These transactions will be reflected as a component of consulting and professional fees in the statement of operations.

(d) Impairment of Long-Lived Assets.

Long-lived assets such as property and equipment and intangible assets subject to amortization, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset group may not be recoverable. Recoverability of assets groups to be held and used is measured by a comparison of the carrying amount of an asset group to estimated undiscounted future cash flows expected to be generated by the asset group. If the carrying amount of an asset group exceeds its estimated future cash flows, an impairment charge is recognized by the amount by which the carrying amount of an asset group exceeds fair value of the asset group.

Forward Looking Statements.

Information in this Form 10-Q contains “forward looking statements” within the meaning of Rule 175 of the Securities Act of 1933, as amended, and Rule 3b-6 of the Securities Act of 1934, as amended. When used in this Form 10-Q, the words “expects,” “anticipates,” “believes,” “plans,” “will” and similar expressions are intended to identify forward-looking statements. These are statements that relate to future periods and include, but are not limited to, statements regarding the adequacy of cash, expectations regarding net losses and cash flow, statements regarding growth, the need for future financing, dependence on personnel, and operating expenses.

Forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from those projected. These risks and uncertainties include, but are not limited to, those discussed above as well as the risks set forth above under “Factors That May Affect Operating Results.” These forward-looking statements speak only as of the date hereof. The Company expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not applicable.

ITEM 4. CONTROLS AND PROCEDURES.

Not applicable.

ITEM 4(T). CONTROLS AND PROCEDURES.

Evaluation of Disclosure Controls and Procedures.

The Company maintains disclosure controls and procedures (as defined in Rule 13a-15(e) and Rule 15d-15(e) under the Exchange Act) that are designed to ensure that information required to be disclosed in its periodic reports filed under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to management, including the principal executive officer/principal financial officer, to allow timely decisions regarding required disclosure.

As of the end of the period covered by this report, the Company’s management carried out an evaluation, under the supervision and with the participation of the principal executive officer/principal financial officer, of disclosure controls and procedures (as defined in Rule 13a-15(e) and Rule 15d-15(e) of the Exchange Act). Based upon the evaluation, the principal executive officer/principal financial officer concluded that the Company’s disclosure controls and procedures were effective at a reasonable assurance level to ensure that information required to be disclosed by it in the reports that the Company files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. In addition, the principal executive officer/principal financial officer concluded that the Company’s disclosure controls and procedures were effective at a reasonable assurance level to ensure that information required to be disclosed in the reports that the Company files or submits under the Exchange Act is accumulated and communicated to the Company’s management, including the principal executive officer/principal financial officer, to allow timely decisions regarding required disclosure.

Inherent Limitations of Control Systems.

Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, will be or 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. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, and/or by management override of the control. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, controls may become inadequate because of changes in conditions, and/or the degree of compliance with the policies and procedures may deteriorate. Because of the inherent limitations in a cost-effective internal control system, misstatements due to error or fraud may occur and not be detected.

Changes in Internal Control Over Financial Reporting.

There have not been any changes in the Company’s internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the three months ended September 30, 2009 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

PART II – OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

From time to time, the Company may become party to litigation or other legal proceedings that the Company considers to be a part of the ordinary course of the business. There are no material legal proceedings to report, except as outlined in the last Form 10-K. There are no changes to those legal proceedings as reported in that Form 10-K.

ITEM 1A. RISK FACTORS.

There have been no material changes in the risk factors as previously disclosed in response to Item 1A.of Part I of the Company’s latest Form 10-K.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

There were no unregistered sales of the Company’s equity securities during the three months ended September 30, 2009 that were not previously reported, except as follows:

(a) On August 5, 2009 the Company issued 1,816,376 restricted shares of common stock to Golden Gate Investors under a debenture conversion (this reduced the amount of the debenture by $1,000). In addition, on the date, Golden Gate also exercised a warrant for 100,000 shares of common stock, resulting in proceeds to the Company of $109,000. All this stock was valued at $104,260 ($0.0574 per share).

(b) On August 14, 2009 the Company issued 11,000,000 restricted shares of common stock to the shareholders of TBC Today, Inc in completing this acquisition. The stock was valued at $440,000 ($.04 per share) and was approved.

These issuances were undertaken under Rule 506 of Regulation D under the Securities Act of 1933. That is, the transactions did not involve a public offering and the investor represented that he is a “sophisticated” investor as defined in Rule 502 of Regulation D.

There were no purchases of the Company’s common stock by the Company or its affiliates during the three months ended September 30, 2009 that were not previously reported.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

Not Applicable.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

None.

ITEM 5. OTHER INFORMATION.

Acquisition of TBC Today.

Subsequent Events.

(a) On October 2, 2009, the Company further amended its 2009 Stock and Option Plan another Form S-8 was filed on October 9, 2009 to register an additional 100,000,000 shares of common stock).

ITEM 6. EXHIBITS.

Exhibits included or incorporated by reference herein are set forth in the Exhibit Index.

SIGNATURE

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	TBC Global News Network, Inc.

Dated: November 23, 2009	By:	/s/ John Fleming
		John Fleming,
		Chief Executive Officer (principal financial and accounting officer)

EXHIBIT INDEX

Number Description

2.1	Agreement and Plan of Merger between the Company and Syconet.com, Inc., a Delaware corporation, dated December 1, 2001 (incorporated by reference to Exhibit 2.1 of the Form 10-KSB filed on April 15, 2003).

2.2	Acquisition Agreement between the Company and stockholders of AmCorp Group, Inc., dated September 13, 2002 (incorporated by reference to Exhibit 2 of the Form 8-K filed on September 23, 2002).

2.3	Acquisition Agreement between the Company and stockholders of Naturally Safe Technologies, Inc., dated October 31, 2002 (incorporated by reference to Exhibit 2 of the Form 8-K filed on November 13, 2002).

2.4	Acquisition Agreement between the Company and stockholders of Veegeez.com, LLC, dated September 25, 2003 (incorporated by reference to Exhibit 2 of the Form 8-K filed on October 9, 2003).

3.1	Articles of Incorporation, dated December 19, 2001 (incorporated by reference to Exhibit 3.1 of the Form 10-KSB filed on April 15, 2003).

3.2	Certificate of Amendment to Articles of Incorporation, dated November 21, 2002 (incorporated by reference to Exhibit 3.2 of the Form 10-KSB filed on April 15, 2003).

3.3	Certificate of Amendment to Articles of Incorporation, dated March 5, 2003 (incorporated by reference to Exhibit 3.3 of the Form 10-KSB filed on April 15, 2003).

3.4	Certificate of Amendment to Articles of Incorporation, dated July 11, 2003 (incorporated by reference to Exhibit 3.4 of the Form 10-QSB filed on August 20, 2003).

3.5	Certificate of Amendment to Articles of Incorporation, dated January 26, 2004 (incorporated by reference to Exhibit 3.5 of the Form 10-KSB filed on April 19, 2004).

3.6	Certificate of Amendment to Articles of Incorporation, dated December 16, 2004 (incorporated by reference to Exhibit 3 of the Form 8-K filed on December 21, 2004)

3.7	Certificate of Amendment to Articles of Incorporation, dated July 19, 2005 (incorporated by reference to Exhibit 3 of the Form 8-K filed on July 22, 2005).

3.8	Certificate of Amendment to Articles of Incorporation, dated March 21, 2006 (incorporated by reference to Exhibit 3 of the Form 8-K filed on March 27, 2006).

3.9	Certificate of Amendment to Articles of Incorporation, dated May 7, 2009 (incorporated by reference to Exhibit 10 of the Form 8-K filed on July 2, 2009).

3.10	Bylaws (incorporated by reference to Exhibit 3.2 of the Form 10-SB filed on January 25, 2000).

4.1	Specimen Common Stock Certificate (incorporated by reference to Exhibit 4 of the Form 10-SB/A filed on March 21, 2000).

4.2	1997 Incentive Compensation Program, as amended (incorporated by reference to Exhibit 10.1 of the Form SB-2 POS filed on August 28, 2000).

4.3	Common Stock Purchase Warrant issued to Alliance Equities, Inc., dated May 21, 2000 (incorporated by reference to Exhibit 4.1 to the Form SB-2 filed on June 2, 2000).

4.4	Form of Redeemable Common Stock Purchase Warrant to be issued to investors in the private placement offering, dated January 27, 2000 (incorporated by reference to Exhibit 4.2 to the Form SB-2/A filed on June 27, 2000).

4.5	Redeemable Common Stock Purchase Warrant issued to Diversified Leasing Inc., dated May 1, 2000 (incorporated by reference to Exhibit 4.3 of the Form SB-2/A filed on June 27, 2000).

4.6	Redeemable Common Stock Purchase Warrant issued to John P. Kelly, dated August 14, 2000 (incorporated by reference to Exhibit 4.4 of the Form SB-2 POS filed on August 28, 2000).

4.7	Redeemable Common Stock Purchase Warrant for Frank N. Jenkins, dated August 14, 2000 (incorporated by reference to Exhibit 4.5 of the Form SB-2 POS filed on August 28, 2000).

4.8	Redeemable Common Stock Purchase Warrant for Ronald Jenkins, dated August 14, 2000 (incorporated by reference to Exhibit 4.6 of the Form SB-2 POS filed on August 28, 2000).

4.9	Non-Employee Directors and Consultants Retainer Stock Plan, dated July 1, 2001 (incorporated by reference to Exhibit 4.1 of the Form S-8 filed on February 6, 2002).

4.10	Consulting Services Agreement between the Company and Richard Nuthmann, dated July 11, 2001 (incorporated by reference to Exhibit 4.2 of the Form S-8 filed on February 6, 2002).

4.11	Consulting Services Agreement between the Company and Gary Borglund, dated July 11, 2001 (incorporated by reference to Exhibit 4.3 of the Form S-8 filed on February 6, 2002).

4.12	Consulting Services Agreement between the Company and Richard Epstein, dated July 11, 2001 (incorporated by reference to Exhibit 4.4 of the Form S-8 filed on February 6, 2002).

4.13	Amended and Restated Non-Employee Directors and Consultants Retainer Stock Plan, dated July 1, 2002 (incorporated by reference to Exhibit 4 of the Form S-8 filed on July 30, 2002).

4.14	Amended and Restated Non-Employee Directors and Consultants Retainer Stock Plan (Amendment No. 2), dated April 25, 2003 (incorporated by reference to Exhibit 4.1 of the Form S-8 filed on May 12, 2003).

4.15	Stock Incentive Plan, dated April 25, 2003 (incorporated by reference to Exhibit 4.2 of the Form S-8 filed on May 12, 2003).

4.16	Amended and Restated Non-Employee Directors and Consultants Retainer Stock Plan (Amendment No. 3), dated August 17, 2003 (incorporated by reference to Exhibit 4 of the Form S-8 POS filed on September 3, 2003).

4.17	Amended and Restated Non-Employee Directors and Consultants Retainer Stock Plan (Amendment No. 4), dated November 17, 2003 (incorporated by reference to Exhibit 4 of the Form S-8 POS filed on December 9, 2003).

4.18	Amended and Restated Non-Employee Directors and Consultants Retainer Stock Plan (Amendment No. 5), dated May 20, 2004 (incorporated by reference to Exhibit 4 of the Form S-8 POS filed on May 25, 2004).

4.19	Amended and Restated Stock Incentive Plan, dated August 23, 2004 (incorporated by reference to Exhibit 4 of the Form S-8 POS filed on August 31, 2004).

4.20	Securities Purchase Agreement between the Company and Golden Gate Investors, Inc., dated November 11, 2004 (incorporated by reference to Exhibit 4.1 of the Form 8-K filed on November 30, 2004).

4.21	4 3/4 % Convertible Debenture issued to Golden Gate Investors, Inc., dated November 11, 2004 (incorporated by reference to Exhibit 4.25 of The Form SB-2 filed on May 5, 2005).

4.22	Warrant to Purchase Common Stock issued in favor of Golden Gate Investors, Inc., dated November 11, 2004 (incorporated by reference to Exhibit 4.2 of the Form 8-K filed on November 30, 2004).

4.23	Registration Rights Agreement between the Company and Golden Gate Investors, Inc., dated November 11, 2004 (incorporated by reference to Exhibit 4.3 of the Form 8-K filed on November 30, 2004).

4.24	Addendum to Convertible Debenture and Securities Purchase Agreement between the Company and Golden Gate Investors, Inc., dated November 17, 2004 (incorporated by reference to Exhibit 4.4 of the Form 8-K filed on November 30, 2004).

4.25	Addendum to Convertible Debenture and Securities Purchase Agreement between the Company and Golden Gate Investors, Inc., dated December 17, 2004 (incorporated by reference to Exhibit 4.5 of the Form 8-K/A filed on January 18, 2005).

4.26	Amended and Restated Non-Employee Directors and Consultants Retainer Stock Plan (Amendment No. 6), dated January 28, 2005 (incorporated by reference to Exhibit 4.1 of the Form S-8 POS filed on February 2, 2005).

4.27	Amended and Restated Stock Incentive Plan (Amendment No. 2), dated January 28, 2005 (incorporated by reference to Exhibit 4.2 of the Form S-8 POS filed on February 2, 2005).

4.28	Amended and Restated Stock Incentive Plan (Amendment No. 3), dated April 15, 2005 (incorporated by reference to Exhibit 4 of the Form S-8 POS filed on April 18, 2005).

4.29	Amended and Restated Non-Employee Directors and Consultants Retainer Stock Plan (Amendment No. 7), dated July 13, 2005 (incorporated by reference to Exhibit 4.1 of the Form S-8 POS filed on July 21, 2005).

4.30	Amended and Restated Stock Incentive Plan (Amendment No. 4), dated July 13, 2005 (incorporated by reference to Exhibit 4.2 of the Form S-8 POS filed on July 21, 2005).

4.31	2006 Non-Employee Directors and Consultants Retainer Stock Plan, dated January 6, 2006 (incorporated by reference to Exhibit 4.1 of the Form S-8 fled on January 17, 2006).

4.32	2006 Stock Incentive Plan, dated January 6, 2006 (incorporated by reference to Exhibit 4.2 of the Form S-8 filed on January 17, 2006).

4.33	Addendum to Convertible Debenture and Warrant to Purchase Common Stock, dated January 17, 2006 (incorporated by reference to Exhibit 4.26 of the Form SB-2 filed on March 30, 2006).

4.34	2007 Stock and Option Plan, dated February 1, 2007 (incorporated by reference to Exhibit 4 of the Form S-8 filed on February 14, 2007).

4.35	Addendum to Convertible Debenture and Warrant to Purchase Common Stock, dated May 24, 2007 (incorporated by reference to Exhibit 4.35 of the Form 10-K filed on April 15, 2008).

4.36	Assignment and Assumption Agreement between Golden Gate Investors, Inc., RMD Technologies, Inc., and the Company, dated May 29, 2007 (incorporated by reference to Exhibit 4.36 of the Form 10-K filed on April 15, 2008).

4.37	Addendum to Convertible Debenture and Warrant to Purchase Common Stock, dated June 15, 2007 (incorporated by reference to Exhibit 4.37 of the Form 10-K filed on April 15, 2008).

4.38	Rescission Agreement between Golden Gate Investors, Inc., RMD Technologies, Inc., and the Company, dated September 17, 2007 (incorporated by reference to Exhibit 4.38 of the Form 10-K filed on April 15, 2008).

10	Acquisition Agreement between the Company and TBC Today, Inc., dated April 30, 2009 (incorporated by reference to Exhibit 10 of the Form 8-K filed on May 4, 2009).

16.1	Letter on Change in Certifying Accountant (incorporated by reference to Exhibit 16 of the Form 8-K/A filed on August 24, 2001).

16.2	Letter on Change in Certifying Accountant (incorporated by reference to Exhibit 16 of the Form 8-K/A filed on March 7, 2002).

16.3	Letter on Change in Certifying Accountant (incorporated by reference to Exhibit 16 of the Form 8-K/A filed on November 5, 2002).

16.4	Letter on Change in Certifying Accountant (incorporated by reference to Exhibit 16 of the Form 8-K/A filed on April 29, 2003).

16.5	Letter on Change in Certifying Accountant (incorporated by reference to Exhibit 16 of the Form 8-K/A filed on January 21, 2004).

16.6	Letter on Change in Certifying Accountant, dated January 2, 2006 (incorporated by reference to Exhibit 16 of the Form 8-K filed on January 5, 2006).

21	Subsidiaries of the Company (incorporated by reference to Exhibit 21 of the Form 10-Q filed on August 14, 2009).

31	Rule 13a-14(a)/15d-14(a) Certification of John Fleming (filed herewith).

32	Section 1350 Certification of John Fleming (filed herewith).

InCapta, Inc. - FORM 10-Q - November 23, 2009

Attached files

InCapta, Inc. Reports