Federal Communications Commission
Washington, D.C. 20554
Approved by OMB
3060-0010 (June 2002)
FCC 323
FOR FCC USE ONLY
 
OWNERSHIP REPORT FOR COMMERCIAL BROADCAST STATIONS

Read INSTRUCTIONS Before Filling Out Form

FOR COMMISSION USE ONLY
FILE NO.

BOA - 20070831ADM
Section I - General Information
1. Legal Name of the Applicant 
QANTUM OF BRUNSWICK LICENSE COMPANY, LLC
Mailing Address
3 STAMFORD LANDING, SUITE 210
46 SOUTHFIELD AVENUE
City
STAMFORD
State or Country (if foreign address)
CT
ZIP Code
06902 -
Telephone Number (include area code)
2033880048
E-Mail Address (if available) 
FCC Registration Number:
0008725129
Call Sign 
Facility ID Number 
36930
2. Contact Representative (if other than Licensee/Permittee)
JOHN M. PELKEY, ESQ.
Firm or Company Name
GARVEY SCHUBERT BARER
Telephone Number (include area code)
2029657880
E-Mail Address (if available)
JPELKEY@GSBLAW.COM
3. Name of entity, if other than licensee or permittee, for which report is filed
QANTUM COMMUNICATIONS CORPORATION
Mailing Address
3 STAMFORD LANDING, SUITE 210
46 SOUTHFIELD AVENUE

City
STAMFORD
State or Country (if foreign address)
CT
ZIP Code
06902 -
Telephone Number (include area code)
2033880048
E-Mail Address (if available)
4. If this application has been submitted without a fee, indicate reason for fee exemption (see 47 C.F.R. Section 1.1114):
Governmental Entity Fee-exempt Report Other
N/A (Fee Required)



Section II - Ownership Information

5.

a. Biennial b. Transfer of Control or Assignment of License/Permit c. Other
d. Amendment to pending application


for the following stations:

[Enter Station Information]


Station List


This Report is filed for the following stations:

Call Letters
Facility ID Number
Location (City/State)
Class of service
WYNR 57785 WAYCROSS GA FM


Call Letters
Facility ID Number
Location (City/State)
Class of service
WWSN 65020 WAYCROSS GA FM


Call Letters
Facility ID Number
Location (City/State)
Class of service
WMOG 36930 BRUNSWICK GA AM


Call Letters
Facility ID Number
Location (City/State)
Class of service
WBGA 36929 ST. SIMON'S ISLAND GA FM


Call Letters
Facility ID Number
Location (City/State)
Class of service
WGIG 63432 BRUNSWICK GA AM


Call Letters
Facility ID Number
Location (City/State)
Class of service
WHFX 63431 DARIEN GA FM



All of the information furnished in this Report is accurate as of 08/30/2007 (Date must comply with 47 C.F.R. Section 73.3615(a), i.e., information must be current within 60 days of filing of this report, when 5(a) below is checked.)

This Report is filed for (check one)
6.
Respondent is:
Sole proprietorship Not-for-profit corporation Limited partnership
For-profit corporation General partnership Other
If "Other", describe nature of the respondent in an Exhibit.
[Exhibit 1]
7.
List all contracts and other instruments required to be filed by 47 C.F.R. Section 73.3613.   (Only licensees, permittees, or a reporting entity with a majority interest in or that otherwise exercises de facto control over the subject licensee or permittee shall respond.)

[Enter Contract/Instrument Information]


Contracts/Instruments Information


List all contracts and other instruments required to be filed by 47 C.F.R. Section 73.3613. (Only licensees, permittees, or a reporting entity with a majority interest in or that otherwise exercises de facto control over the subject shall respond.)

Description of contract or instrument Name of person or organization with whom contract is made Date of Execution Date of Expiration
BY-LAWS QANTUM COMMUNICATIONS CORPORATION 06/17/2002

Description of contract or instrument Name of person or organization with whom contract is made Date of Execution Date of Expiration
AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT QANTUM COMMUNICATIONS CORPORATION AND INVESTORS 07/01/2003

Description of contract or instrument Name of person or organization with whom contract is made Date of Execution Date of Expiration
CERTIFICATE OF INCORPORATION DELAWARE

Description of contract or instrument Name of person or organization with whom contract is made Date of Execution Date of Expiration
AMENDED AND RESTATED PLEDGE AND SECURITY AGREEMENT LENDERS 10/15/2004

Description of contract or instrument Name of person or organization with whom contract is made Date of Execution Date of Expiration
AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT LENDERS 10/15/2004

Description of contract or instrument Name of person or organization with whom contract is made Date of Execution Date of Expiration
SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT AND AMENDMENT TO MAKEWELL AGREEMENT LENDERS 07/27/2005

Description of contract or instrument Name of person or organization with whom contract is made Date of Execution Date of Expiration
THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT AND SECOND AMENDMENT TO MAKEWELL AGREEMENT LENDERS 05/22/2007


8. Capitalization (Only licensees, permittees, or a reporting entity with a majority interest in or that otherwise exercises de facto control over the subject licensee or permittee shall respond.)

[Enter Capitalization Information]


Capitalization


Capitalization (Only licensees, permittees, or a reporting entity with a majority interest in or that otherwise excercises de facto control over the subject licensee or permittee shall respond.)

Class of stock (preferred, common or other)
Voting or Non-voting
Number of Shares
Authorized
Issued and Outstanding
Treasury
Unissued
SERIES A-1 PREFERRED
V
1080000
27294

Class of stock (preferred, common or other)
Voting or Non-voting
Number of Shares
Authorized
Issued and Outstanding
Treasury
Unissued
SERIES A-2 PREFERRED
N
1000000
711206

Class of stock (preferred, common or other)
Voting or Non-voting
Number of Shares
Authorized
Issued and Outstanding
Treasury
Unissued
SERIES B PREFERRED
N
20000
16000

Class of stock (preferred, common or other)
Voting or Non-voting
Number of Shares
Authorized
Issued and Outstanding
Treasury
Unissued
CLASS A COMMON
V
1770730
27294

Class of stock (preferred, common or other)
Voting or Non-voting
Number of Shares
Authorized
Issued and Outstanding
Treasury
Unissued
CLASS B COMMON
N
1000000
711206

Class of stock (preferred, common or other)
Voting or Non-voting
Number of Shares
Authorized
Issued and Outstanding
Treasury
Unissued
CLASS C COMMON
N
1000
1000

Class of stock (preferred, common or other)
Voting or Non-voting
Number of Shares
Authorized
Issued and Outstanding
Treasury
Unissued
CLASS D COMMON
N
28000
22099


9.
(a.) List the respondent, and, if other than a natural person, its officers, directors, stockholders and other entities with attributable interests, non-insulated partners and/or members. If a corporation or partnership holds an attributable interest in the respondent, list separately its officers, directors, stockholders and other entities with attributable interests, non-insulated partners and/or members. Create a separate row for each individual or entity. Attach supplemental pages, if necessary.
[Enter Owner Information]

Owner Information

List the respondent, and, if other than a natural person, its officers, directors, stockholders and other entities with attributable interests, non-insulated partners and/or members. If a corporation or partnership holds an attributable interest in the respondent, list separately its officers, directors, stockholders and other entities with attributable interests, non-insulated partners and/or members. Create a separate row for each individual or entity. Attach supplemental pages, if necessary.
(Read carefully - The numbered items below refer to line numbers in the following table.)
1. Name and address of respondent and each party to the respondent holding an attributable interest (if other than individual also show name, address and citizenship of natural person authorized to vote the stock or holding the attributable interest). List the respondent first, officers next, then directors and, thereafter, remaining stockholders and other entities with attributable interests, and partners.
2. Gender (male or female).
3. Ethnicity (check one).
4. Race (select one or more).
5. Citizenship.
6. Positional interest: Officer, director, general partner, limited partner, LLC member, investor/creditor attributable under the Commission's equity/debt plus standard, etc.
7. Percentage of votes.
8. Percentage of total assets (equity debt plus).

1. Name and Address QANTUM COMMUNICATIONS CORPORATION, 3 STAMFORD LANDING, SUITE 210, 46 SOUTHFIELD AVENUE, STAMFORD, CT 06902
2. Gender (male or female) N/A
3. Ethnicity (check one) Hispanic or Latino
Not Hispanic or Latino
4. Race (select one or more) American Indian or Alaska Native
Asian
Black or African American
Native Hawaiian or Other Pacific Islander
White
5. Citizenship DE
6. Positional Interest RESPONDENT
7. Percentage of votes
8. Percentage of total assets (equity debt plus)

1. Name and Address WILLIAM NELSON, III, 2963 FOSTER CREIGHTON DRIVE, NASHVILLE, TN 37204-3716, AND FRANK D. OSBORN, AS TRUSTEES OF THE OSBORN 2002 FAMILY TRUST, A TRUST IN FAVOR OF THE CHILDREN OF FRANK D. OSBORN
2. Gender (male or female) N/A
3. Ethnicity (check one) Hispanic or Latino
Not Hispanic or Latino
4. Race (select one or more) American Indian or Alaska Native
Asian
Black or African American
Native Hawaiian or Other Pacific Islander
White
5. Citizenship US
6. Positional Interest SHAREHOLDER
7. Percentage of votes 0.15
8. Percentage of total assets (equity debt plus) 0.01

1. Name and Address OSBORN FAMILY PARTNERS, L.P., 64 HEMLOCK HILL ROAD, NEW CANAAN, CT 06840
2. Gender (male or female) N/A
3. Ethnicity (check one) Hispanic or Latino
Not Hispanic or Latino
4. Race (select one or more) American Indian or Alaska Native
Asian
Black or African American
Native Hawaiian or Other Pacific Islander
White
5. Citizenship US
6. Positional Interest SHAREHOLDER
7. Percentage of votes 15.23
8. Percentage of total assets (equity debt plus) 0.98

1. Name and Address FRANK D. OSBORN, 3 STAMFORD LANDING, SUITE 210, 46 SOUTHFIELD AVENUE, STAMFORD, CT 06902
2. Gender (male or female) Male
3. Ethnicity (check one) Hispanic or Latino
Not Hispanic or Latino
4. Race (select one or more) American Indian or Alaska Native
Asian
Black or African American
Native Hawaiian or Other Pacific Islander
White
5. Citizenship US
6. Positional Interest PRESIDENT, CEO, DIRECTOR, SHAREHOLDER
7. Percentage of votes 61.74
8. Percentage of total assets (equity debt plus) 3.97

1. Name and Address MICHAEL F. MANGAN, 3 STAMFORD LANDING, SUITE 210, 46 SOUTHFIELD AVENUE, STAMFORD, CT 06902
2. Gender (male or female) Male
3. Ethnicity (check one) Hispanic or Latino
Not Hispanic or Latino
4. Race (select one or more) American Indian or Alaska Native
Asian
Black or African American
Native Hawaiian or Other Pacific Islander
White
5. Citizenship US
6. Positional Interest VICE PRESIDENT, CFO, SECRETARY, DIRECTOR, SHAREHOLDER
7. Percentage of votes 3.85
8. Percentage of total assets (equity debt plus) 0.25

1. Name and Address FRANK WASHINGTON, 1300 NATIONAL DRIVE, SACRAMENTO, CA 95834
2. Gender (male or female) Male
3. Ethnicity (check one) Hispanic or Latino
Not Hispanic or Latino
4. Race (select one or more) American Indian or Alaska Native
Asian
Black or African American
Native Hawaiian or Other Pacific Islander
White
5. Citizenship US
6. Positional Interest DIRECTOR
7. Percentage of votes 19.03
8. Percentage of total assets (equity debt plus) 0.61

1. Name and Address CRAIG A. ELSON, 409 CHEROKEE ROAD, CHARLOTTE, NC 28207
2. Gender (male or female) Male
3. Ethnicity (check one) Hispanic or Latino
Not Hispanic or Latino
4. Race (select one or more) American Indian or Alaska Native
Asian
Black or African American
Native Hawaiian or Other Pacific Islander
White
5. Citizenship US
6. Positional Interest DIRECTOR
7. Percentage of votes 0.00
8. Percentage of total assets (equity debt plus) 0.00

1. Name and Address BRADLEY B. WIGHTMAN, 8 IRVING AVENUE, PROVIDENCE, RI 02906
2. Gender (male or female) Male
3. Ethnicity (check one) Hispanic or Latino
Not Hispanic or Latino
4. Race (select one or more) American Indian or Alaska Native
Asian
Black or African American
Native Hawaiian or Other Pacific Islander
White
5. Citizenship US
6. Positional Interest DIRECTOR
7. Percentage of votes 0.00
8. Percentage of total assets (equity debt plus) 0.00


(b) Respondent certifies that equity and financial interests not set forth in response to Question 9(a) are non-attributable. Yes No

N/A

See Explanation in
[Exhibit 2]

(c) Is the respondent or any party holding an attributable interest in the respondent also the holder of an attributable interest in any other broadcast station or in any cable or newspaper entities in the same market or with overlapping signals in the same broadcast service, as described in 47 C.F.R. Sections 73.3555 and 76.501? Yes No
If "Yes", submit an Exhibit identifying the holder of that other attributable interest, listing the call signs, locations and facilities identifiers of such other broadcast stations, and describing the nature and size of the ownership interest and the positions held in the other broadcast, cable or newspaper entities. [Exhibit 3]
(d) Are any of the individuals listed in response to Question 9(a) related as parent-child, husband-wife, brothers and sisters?

Yes No

 

If "Yes", submit an Exhibit setting forth full information as to the family relationship

[Exhibit 4]

(e) Is respondent seeking an attribution exemption for any officer or director with duties unrelated to the licensee or permittee?

If "Yes", submit an Exhibit identifying that individual by name and title, fully describing that individual's duties and responsibilities, and explaining why that individual should not be attributed an interest.

Yes No

[Exhibit 5]



SECTION III - CERTIFICATION


I certify that I am VICE PRESIDENT, CFO AND SECRETARY

(Official Title)


of QANTUM COMMUNICATIONS CORPORATION

(Exact legal title or name of respondent)


and that I have examined this Report and that to the best of my knowledge and belief, all statements in this Report are true, correct and complete.

(Date of certification must be within 60 days of the date shown in Question 5, Section II and in no event prior to that date.)

Signature
MICHAEL F. MANGAN
Date
08/31/2007
Telephone Number of Respondent (Include area code) 2033880048

WILLFUL FALSE STATEMENTS ON THIS FORM ARE PUNISHABLE BY FINE AND/OR IMPRISONMENT (U.S. CODE, TITLE 18, SECTION 1001), AND/OR REVOCATION OF ANY STATION LICENSE OR CONSTRUCTION PERMIT (U.S. CODE, TITLE 47, SECTION 312(a)(1)), AND/OR FORFEITURE (U.S. CODE, TITLE 47, SECTION 503).



Exhibits
Exhibit 2
Description:
OSBORN FAMILY PARTNERS, L.P.

MR. OSBORN VOTES ALL OF THE SHARES IN QANTUM COMMUNICATIONS CORPORATION HELD BY OSBORN FAMILY PARTNERS, L.P. ALL THE PARTNERS OF OSBORN FAMILY PARTNERS, L.P., ARE MEMBERS OF THE OSBORN FAMILY. FRANK D. OSBORN IS THE GENERAL PARTNER. FRANK D. OSBORN, JOSEPHINE N. OSBORN, ELIZABETH OSBORN, AND ALLISON OSBORN ARE THE LIMITED PARTNERS. JOSEPHINE N. OSBORN IS THE WIFE OF FRANK D. OSBORN, WHILE ELIZABETH OSBORN AND ALLISON OSBORN ARE TWO OF THE CHILDREN OF FRANK D. OSBORN. JOSEPHINE N. OSBORN IS ALSO CUSTODIAN OF THREE UGMAA ACCOUNTS FOR KATHERINE OSBORN, FRANK W. OSBORN AND CAROLINE OSBORN, WHO ARE CHILDREN OF FRANK D. OSBORN. ALL OF THE ABOVE MEMBERS OF THE OSBORN FAMILY ARE US CITIZENS.

NOT INCLUDED IN THE CALCULATION OF THE PERCENTAGE OF TOTAL ASSETS HELD BY EACH SHAREHOLDER ARE ANY LOANS MADE BY FINANCIAL INSTITUTIONS TO SUBSIDIARIES OF QANTUM COMMUNICATIONS CORPORATION.

Attachment 2


Attachment 3
Description
ATTRIBUTABLE INTERESTS


Exhibit 4
Description:
FAMILY RELATIONSHIPS

SEE EXHIBIT 2.

Attachment 4