1.	Legal Name of the Applicant  PACIFIC RADIO GROUP, INC.
	Mailing Address 311 ANO ST
	City KAHULUI		State or Country (if foreign address) HI	ZIP Code 96732 - 1304
	Telephone Number (include area code) 8088775566		E-Mail Address (if available)
	FCC Registration Number: 0004330817	Call Sign  KPOA	Facility ID Number  36242
2.	Contact Representative (if other than Licensee/Permittee) DAN J. ALPERT		Firm or Company Name THE LAW OFFICE OF DAN J. ALPERT
	Telephone Number (include area code) 7032438690		E-Mail Address (if available) DJA@COMMLAW.TV
3.	Name of entity, if other than licensee or permittee, for which report is filed
	Mailing Address
	City		State or Country (if foreign address)	ZIP Code -
	Telephone Number (include area code)		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 KLHI-FM 36242 LAHAINA HI FM Call Letters Facility ID Number Location (City/State) Class of service KPOA 35490 LAHAINA HI FM Call Letters Facility ID Number Location (City/State) Class of service KNUI 9678 KAHULUI HI AM Call Letters Facility ID Number Location (City/State) Class of service KJKS 9674 KAHULUI HI FM Call Letters Facility ID Number Location (City/State) Class of service KMVI 49956 PUKALANI HI AM Call Letters Facility ID Number Location (City/State) Class of service KJMD 49958 WAILUKU HI FM Call Letters Facility ID Number Location (City/State) Class of service KLEO 52443 KAHALU'U HI FM Call Letters Facility ID Number Location (City/State) Class of service KHLO 37210 HILO HI AM Call Letters Facility ID Number Location (City/State) Class of service KKBG 52468 HILO HI FM Call Letters Facility ID Number Location (City/State) Class of service KPVS 51240 HILO HI FM Call Letters Facility ID Number Location (City/State) Class of service KKON 70382 KEALAKEKUA HI AM Call Letters Facility ID Number Location (City/State) Class of service KLUA 60504 KAILUA KONA HI FM Call Letters Facility ID Number Location (City/State) Class of service KAPA 5254 HILO HI FM Call Letters Facility ID Number Location (City/State) Class of service KAGB 35507 WAIMEA HI FM All of the information furnished in this Report is accurate as of 10/03/2005 (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 ARTICLES OF INCORPORATION STATE OF HAWAII 10/19/1982 Description of contract or instrument Name of person or organization with whom contract is made Date of Execution Date of Expiration BY-LAWS PACIFIC RADIO GROUP, INC. 10/19/1982
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 V 1000 759 1 240
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 PACIFICA LAND AND INVESTMENT COMPANY, 2132 PASCEO DEL MAR, PALOS VERDES ESTATES, CA 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 6. Positional Interest 7. Percentage of votes 9.00 8. Percentage of total assets (equity debt plus) 1. Name and Address BLACK ROCK INTERNATIONAL, INC., ROBERT VAN DINE, 100% STOCKHOLDER, 2132 PASCEO DEL MAR, PALOS VERDES ESTATES, CA 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/SECRETARY/TREASURER/DIRECTOR 7. Percentage of votes 30.80 8. Percentage of total assets (equity debt plus) 1. Name and Address RICHARD CHARLES BERGSON, 417 FRONT ST., LAHAINA, HI 96761 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/DIRECTOR 7. Percentage of votes 7.50 8. Percentage of total assets (equity debt plus) 1. Name and Address THE L. EDWARD JOHNSON LIVING TRUST, L.E. JOHNSON, TRUSTEE, P.O. BOX 6242, CARMEL, CA 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/CFO 7. Percentage of votes 25.70 8. Percentage of total assets (equity debt plus) 1. Name and Address PAUL AND JANET BERGSON, 190 FALCON RIDGE RD., GREAT FALLS, VA 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 STOCKHOLDER 7. Percentage of votes 10.80 8. Percentage of total assets (equity debt plus) 1. Name and Address THE RICHARD AND MAUREEN BERGSON TRUST, RICHARD AND MAUREEN TRUST, TRUSTEES, 2639 GREENWICH ST., SAN FRANCISCO, CA 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 STOCKHOLDER 7. Percentage of votes 5.30 8. Percentage of total assets (equity debt plus) (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 CFO AND DIRECTOR

of PACIFIC RADIO GROUP, INC.

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.)