1.	Legal Name of the Applicant  DAVIDSON MEDIA STATION WVXX LICENSEE, LLC
	Mailing Address 670 BROADWAY 2ND FLOOR
	City NEW YORK		State or Country (if foreign address) NY	ZIP Code 10012 -
	Telephone Number (include area code) 2128136775		E-Mail Address (if available)  PDAVIDSON@DAVIDSONMEDIAGROUP.COM
	FCC Registration Number: 0010111581	Call Sign	Facility ID Number  69858
2.	Contact Representative (if other than Licensee/Permittee) FRANCISCO R. MONTERO, ESQ.		Firm or Company Name FLETCHER, HEALD & HILDRETH, P.L.C.
	Telephone Number (include area code) 7038120400		E-Mail Address (if available) MONTERO@FHHLAW.COM
3.	Name of entity, if other than licensee or permittee, for which report is filed DAVIDSON MEDIA GROUP, LLC
	Mailing Address 670 BROADWAY 2ND FLOOR
	City NEW YORK		State or Country (if foreign address) NY	ZIP Code 10012 -
	Telephone Number (include area code) 2128136775		E-Mail Address (if available) PDAVIDSON@DAVIDSONMEDIAGROUP.COM
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 WVXX 71286 NORFOLK VA AM Call Letters Facility ID Number Location (City/State) Class of service WBZK 74380 YORK SC AM Call Letters Facility ID Number Location (City/State) Class of service WCXN 71306 CLAREMONT NC AM Call Letters Facility ID Number Location (City/State) Class of service WMKM 24966 INSTER MI AM Call Letters Facility ID Number Location (City/State) Class of service WNOW 10646 MINT HILL NC AM Call Letters Facility ID Number Location (City/State) Class of service WSGH 72967 LEWISVILLE NC AM Call Letters Facility ID Number Location (City/State) Class of service WTIK 53105 DURHAM NC AM Call Letters Facility ID Number Location (City/State) Class of service WXCT 73352 SOUTHINGTON CT AM Call Letters Facility ID Number Location (City/State) Class of service KCZZ 57120 MISSION KS AM Call Letters Facility ID Number Location (City/State) Class of service WKKB 52318 MIDDLETOWN RI FM Call Letters Facility ID Number Location (City/State) Class of service WAKX 22874 NARRAGANSETT PIER RI FM Call Letters Facility ID Number Location (City/State) Class of service KREB-FM 69858 HUNTSVILLE AR FM Call Letters Facility ID Number Location (City/State) Class of service K244DS 69859 FAYETTEVILLE AR FX All of the information furnished in this Report is accurate as of 05/08/2005 (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 CERTIFICATE OF FORMATION STATE OF DELAWARE 04/29/2004 Description of contract or instrument Name of person or organization with whom contract is made Date of Execution Date of Expiration LLC AGREEMENT DAVIDSON MEDIA GROUP, LLC 04/30/2004 Description of contract or instrument Name of person or organization with whom contract is made Date of Execution Date of Expiration NOTE PURCHASE AGREEMENT CAPSTREET II, L.P., CAPSTREET PARALLEL II, L.P., CITICORP NORTH AMERICA, INC., MERCURY CAPITAL PARTNERS III, L.P., HILLMAN DMG LLC, ASTRON SERVICES, LLC, BLACK ENTERPRISE/GREENWICH STREET CORPORATE GROWTH PARTNERS, LLC 04/30/2004 Description of contract or instrument Name of person or organization with whom contract is made Date of Execution Date of Expiration SECURITY AGREEMENT DAVIDSON COLLATERAL AGENT 05/14/2004 Description of contract or instrument Name of person or organization with whom contract is made Date of Execution Date of Expiration COLLATERAL AGENCY AGREEMENT DAVIDSON COLLATERAL AGENT, LLC,PETER W. DAVIDSON,CAPSTREET II,L.P.,CAPSTREET PARALLEL II,L.P.,CITICORP NORTH AMERICA,INC.,MERCURY CAPITAL PARTNERS III,L.P.,HILLMAND DMG LLC,ASTRON SERVICS,LLC,BLACK ENTERPRISE/GREENWICH STREET CORPORATE PARTNERS,LLC 05/14/2004 Description of contract or instrument Name of person or organization with whom contract is made Date of Execution Date of Expiration CERTIFICATE OF CORRECTION STATE OF DELAWARE 12/19/2003 Description of contract or instrument Name of person or organization with whom contract is made Date of Execution Date of Expiration CERTIFICATE OF AMENDMENT STATE OF DELAWARE 12/24/2003 Description of contract or instrument Name of person or organization with whom contract is made Date of Execution Date of Expiration FINANCING AGREEMENT LLJ CAPITAL PARTNERS, LLC AS AGENT AND THE FINANCIAL INSTITUTIONS FROM TIME TO TIME PARTIES HERETO 01/28/2005 Description of contract or instrument Name of person or organization with whom contract is made Date of Execution Date of Expiration SECURITY AGREEMENT LLJ CAPITAL PARTNERS, LLC AS AGENT 01/28/2005 Description of contract or instrument Name of person or organization with whom contract is made Date of Execution Date of Expiration PLEDGE AND SECURITY AGREEMENT LLJ CAPITAL PARTNERS, LLC AS AGENT 01/28/2005
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 COMMON UNITS V 100 100
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 DAVIDSON MEDIA GROUP, LLC, 670 BROADWAY, 2ND FLOOR, NEW YORK, NY 10012 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 RESPONDENT 7. Percentage of votes 0.00 8. Percentage of total assets (equity debt plus) 0.00 1. Name and Address CAPSTREET II, L.P., 600 TRAVIS, SUITE 6110, HOUSTON, TX 77002 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 MEMBER 7. Percentage of votes 38.51 8. Percentage of total assets (equity debt plus) 38.60 1. Name and Address CAPSTREET PARALLEL, L.P., 600 TRAVIS, SUITE 6110, HOUSTON, TX 77002 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 MEMBER 7. Percentage of votes 5.14 8. Percentage of total assets (equity debt plus) 5.15 1. Name and Address CITICORP NORTH AMERICA, INC., C/O CITIGROUP VENTURE CAPITAL INTERNATIONAL, 399 PARK AVENUE, NEW YORK, NY 10043 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 MEMBER 7. Percentage of votes 32.74 8. Percentage of total assets (equity debt plus) 32.81 1. Name and Address BLACK ENTERPRISE/GREENWICH STREET CORPORATE GROWTH PARTNERS, L.P., 399 PARK AVENUE, 7TH FLOOR, NEW YORK, NY 10043 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 MEMBER 7. Percentage of votes 10.91 8. Percentage of total assets (equity debt plus) 10.94 1. Name and Address HILLMAN DMG, LLC, C/O WILMINGTON SECURITIES, INC., 824 MARKET STREET, SUITE 900, WILMINGTON, DE 19801 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 MEMBER 7. Percentage of votes 4.59 8. Percentage of total assets (equity debt plus) 4.61 1. Name and Address MERCURY CAPITAL PARTNERS III, L.P., 220 NORTHPOINTE PKWY., SUITE D, AMHERST, NY 14228 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 MEMBER 7. Percentage of votes 6.89 8. Percentage of total assets (equity debt plus) 6.91 1. Name and Address ASTRON SERVICES, INC., 5080 SPECTRUM DRIVE, SUITE 609, EAST ADDISON, TX 75001 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 MEMBER 7. Percentage of votes 0.00 8. Percentage of total assets (equity debt plus) 0.00 1. Name and Address PETER W. DAVIDSON, C/O DAVIDSON MEDIA GROUP, LLC, 670 BROADWAY, 2ND FLOOR, NEW YORK, NY 10012 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 MEMBER/BOARD CHAIR 7. Percentage of votes 1.22 8. Percentage of total assets (equity debt plus) 0.99 1. Name and Address KATHERINE D. MCGHEE, C/O DAVIDSON MEDIA GROUP, LLC, 670 BROADWAY, 2ND FLOOR, NEW YORK, NY 10012 2. Gender (male or female) Female 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 MEMBER 7. Percentage of votes 0.00 8. Percentage of total assets (equity debt plus) 0.00 1. Name and Address PETER S. HANDY, 5080 SPECTRUM DRIVE, SUITE 609, EAST ADDISON, TX 75001 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 GEORGE B. KELLY, C/O CAPSTREET II, L.P., 600 TRAVIS, SUITE 6110, HOUSTON, TX 77002 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 R. ANDREW DE PASS, C/O CITIGROUP VENTURE CAPITAL INTERNATIONAL, 201 S. BISCAYNE BOULEVARD, SUITE 700, MIAMI, FL 33131 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 CA 6. Positional Interest DIRECTOR 7. Percentage of votes 0.00 8. Percentage of total assets (equity debt plus) 0.00 1. Name and Address JEFFREY SCOTT, C/O BLACK ENTERPRISE/GREENWICH STREET CORPORATE GROWTH PARTNERS, L.P., 399 PARK AVENUE, 7TH FLOOR, NEW YORK, NY 10043 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]

I certify that I am PRESIDENT

of DAVIDSON MEDIA GROUP, LLC

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.)