1.	Legal Name of the Applicant  WAEC LICENSE LIMITED PARTNERSHIP
	Mailing Address 3033 RIVIERA DRIVE SUITE 200
	City NAPLES		State or Country (if foreign address) FL	ZIP Code 34103 -
	Telephone Number (include area code) 2392635000		E-Mail Address (if available)  CAROLINE@BBGI.COM
	FCC Registration Number: 0003768595	Call Sign  WJBR-FM	Facility ID Number  54388
2.	Contact Representative (if other than Licensee/Permittee) DENNIS P. CORBETT, ESQ.		Firm or Company Name LEVENTHAL SENTER & LERMAN PLLC
	Telephone Number (include area code) 2024298970		E-Mail Address (if available) DCORBETT@LSL-LAW.COM
3.	Name of entity, if other than licensee or permittee, for which report is filed BEASLEY FM ACQUISITION CORP.
	Mailing Address 3033 RIVIERA DRIVE SUITE 200
	City NAPLES		State or Country (if foreign address) FL	ZIP Code 34103 -
	Telephone Number (include area code) 2392635000		E-Mail Address (if available) CAROLINE@BBGI.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 WWWE 71603 HAPEVILLE GA AM Call Letters Facility ID Number Location (City/State) Class of service WXNR 64648 GRIFTON NC FM Call Letters Facility ID Number Location (City/State) Class of service WPOW 73893 MIAMI FL FM Call Letters Facility ID Number Location (City/State) Class of service WJBX 74286 FT. MYERS BEACH FL FM Call Letters Facility ID Number Location (City/State) Class of service WMGV 48400 NEWPORT NC FM Call Letters Facility ID Number Location (City/State) Class of service WQAM 64002 MIAMI FL AM Call Letters Facility ID Number Location (City/State) Class of service WWNN 73930 POMPANO BEACH FL AM Call Letters Facility ID Number Location (City/State) Class of service WHSR 27420 POMPANO BEACH FL AM Call Letters Facility ID Number Location (City/State) Class of service WNCT 57841 GREENVILLE NC AM Call Letters Facility ID Number Location (City/State) Class of service WNCT-FM 54388 GREENVILLE NC FM Call Letters Facility ID Number Location (City/State) Class of service WKML 37252 LUMBERTON NC FM Call Letters Facility ID Number Location (City/State) Class of service WWDB 74085 PHILADELPHIA PA AM Call Letters Facility ID Number Location (City/State) Class of service WDRR 14667 MARTINEZ GA FM Call Letters Facility ID Number Location (City/State) Class of service WSFL-FM 70497 NEW BERN NC FM Call Letters Facility ID Number Location (City/State) Class of service WCHZ 24423 HARLEM GA FM Call Letters Facility ID Number Location (City/State) Class of service WGAC-FM 17129 WARRENTON GA FM Call Letters Facility ID Number Location (City/State) Class of service WRDW 87174 AUGUSTA GA AM Call Letters Facility ID Number Location (City/State) Class of service WFLB 9078 LAURINBURG NC FM Call Letters Facility ID Number Location (City/State) Class of service WKIS 64001 BOCA RATON FL FM Call Letters Facility ID Number Location (City/State) Class of service WIKS 72389 NEW BERN NC FM Call Letters Facility ID Number Location (City/State) Class of service WAEC 22132 ATLANTA GA AM Call Letters Facility ID Number Location (City/State) Class of service WRCA 60695 WALTHAM MA AM Call Letters Facility ID Number Location (City/State) Class of service KCYE 19062 N. LAS VEGAS NV FM Call Letters Facility ID Number Location (City/State) Class of service KSTJ 57281 BOULDER CITY NV FM Call Letters Facility ID Number Location (City/State) Class of service KKLZ 40757 LAS VEGAS NV FM Call Letters Facility ID Number Location (City/State) Class of service KDWN 54686 LAS VEGAS NV AM Call Letters Facility ID Number Location (City/State) Class of service KBET 136292 WINCHESTER NV AM Call Letters Facility ID Number Location (City/State) Class of service WJBR-FM 14374 WILMINGTON DE FM Call Letters Facility ID Number Location (City/State) Class of service WGUS 537 AUGUSTA GA AM Call Letters Facility ID Number Location (City/State) Class of service WGAC 4435 AUGUSTA GA AM Call Letters Facility ID Number Location (City/State) Class of service WGUS-FM 25467 NEW ELLENTON SC FM Call Letters Facility ID Number Location (City/State) Class of service WKXC-FM 24147 AIKEN SC FM Call Letters Facility ID Number Location (City/State) Class of service WHHD 24148 CLEARWATER SC FM Call Letters Facility ID Number Location (City/State) Class of service WRDW-FM 51434 PHILADELPHIA PA FM Call Letters Facility ID Number Location (City/State) Class of service WZFX 32376 WHITEVILLE NC FM Call Letters Facility ID Number Location (City/State) Class of service WSBR 60634 BOCA RATON FL AM Call Letters Facility ID Number Location (City/State) Class of service WTEL 39240 RED SPRINGS NC AM Call Letters Facility ID Number Location (City/State) Class of service WUKS 39239 ST. PAULS NC FM Call Letters Facility ID Number Location (City/State) Class of service WAZZ 72058 FAYETTEVILLE NC AM Call Letters Facility ID Number Location (City/State) Class of service WXTU 74213 PHILADELPHIA PA FM Call Letters Facility ID Number Location (City/State) Class of service WRXK-FM 73976 BONITA SPRINGS FL FM All of the information furnished in this Report is accurate as of 06/01/2007 (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 ARTICLES OF INCORPORATION BEASLEY FM ACQUISITION CORP. 11/22/1988 PERPETUAL Description of contract or instrument Name of person or organization with whom contract is made Date of Execution Date of Expiration BYLAWS BEASLEY FM ACQUISITION CORP. 11/22/1988 PERPETUAL Description of contract or instrument Name of person or organization with whom contract is made Date of Execution Date of Expiration SUBSIDIARY GUARANTY FOR THE BENEFIT OF BANK OF MONTREAL, CHICAGO BRANCH, AS ADMINISTRATIVE AGENT FOR AND REPRESENTATIVE OF THE GUARANTEED PARTY 02/27/2004 6/30/2011 Description of contract or instrument Name of person or organization with whom contract is made Date of Execution Date of Expiration HOLDING PLEDGE AGREEMENT BEASLEY BROADCAST GROUP, INC. AND BANK OF MONTREAL, CHICAGO BRANCH, AS AGENT FOR AND REPRESENTATIVE OF THE LENDERS 02/27/2004 6/30/2011 Description of contract or instrument Name of person or organization with whom contract is made Date of Execution Date of Expiration CREDIT AGREEMENT AMONG BEASLEY MEZZANINE HOLDINGS, LLC, EACH OF THE UNDERSIGNED DIRECT AND INDIRECT SUBSIDIARIES, EACH ADDITIONAL GRANTOR, AND BANK OF MONTREAL, CHICAGO BRANCH AS ADMINISTRATIVE AGENT FOR AND REPRESENTATIVE OF THE BENEFICIARIES 02/27/2004 6/30/2011 Description of contract or instrument Name of person or organization with whom contract is made Date of Execution Date of Expiration CREDIT PARTIES SECURITY AGREEMENT BEASLEY MEZZANINE HOLDINGS, LLC, EACH OF THE UNDERSIGNED DIRECT AND INDIRECT SUBSIDIARIES, EACH ADDITIONAL GRANTOR, AND BANK OF MONTREAL, CHICAGO BRANCH, AS ADMINISTRATIVE AGENT FOR AND REPRESENTATIVE OF THE BENEFICIARIES 02/27/2004 6/30/2011 Description of contract or instrument Name of person or organization with whom contract is made Date of Execution Date of Expiration FIRST AMENDMENT TO CREDIT AGREEMENT BEASLEY MEZZANINE HOLDINGS, LLC, EACH OF THE UNDERSIGNED DIRECT AND INDIRECT SUBSIDIARIES, EACH ADDITIONAL GRANTOR, AND BANK OF MONTREAL, CHICAGO BRANCH, AS ADMINISTRATIVE AGENT FOR AND REPRESENTATIVE OF THE BENEFICIARIES 06/18/2004 6/30/2011 Description of contract or instrument Name of person or organization with whom contract is made Date of Execution Date of Expiration SECOND AMENDMENT TO CREDIT AGREEMENT BEASLEY MEZZANINE HOLDINGS, LLC, EACH OF THE UNDERSIGNED DIRECT AND INDIRECT SUBSIDIARIES, EACH ADDITIONAL GRANTOR, AND BANK OF MONTREAL, CHICAGO BRANCH, AS ADMINISTRATIVE AGENT FOR AND REPRESENTATIVE OF THE BENEFICIARIES 06/27/2005 6/30/2011 Description of contract or instrument Name of person or organization with whom contract is made Date of Execution Date of Expiration AGREEMENT AND PLAN OF MERGER BEASLEY FM ACQUISITION CORP. AND BEASLEY COMMUNICATIONS, INC. 12/29/2006 Description of contract or instrument Name of person or organization with whom contract is made Date of Execution Date of Expiration AGREEMENT AND PLAN OF MERGER BEASLEY FM ACQUISITION CORP. AND C S R A BROADCASTERS, INC. 12/29/2006 Description of contract or instrument Name of person or organization with whom contract is made Date of Execution Date of Expiration AGREEMENT AND PLAN OF MERGER BEASLEY FM ACQUISITION CORP. AND BEASLEY BROADCASTING OF EASTERN NORTH CAROLINA, INCORPORATED 12/29/2006 Description of contract or instrument Name of person or organization with whom contract is made Date of Execution Date of Expiration AGREEMENT AND PLAN OF MERGER BEASLEY FM ACQUISITION CORP. AND BEASLEY BROADCASTING OF COASTAL CAROLINA, INC. 12/29/2006 Description of contract or instrument Name of person or organization with whom contract is made Date of Execution Date of Expiration AGREEMENT AND PLAN OF MERGER BEASLEY FM ACQUISITION CORP. AND W & B MEDIA, INC. 12/29/2006 Description of contract or instrument Name of person or organization with whom contract is made Date of Execution Date of Expiration AGREEMENT AND PLAN OF MERGER BEASLEY FM ACQUISITION CORP. AND BEASLEY BROADCASTING OF EASTERN PENNSYLVANIA, INC. 12/29/2006 Description of contract or instrument Name of person or organization with whom contract is made Date of Execution Date of Expiration AGREEMENT AND PLAN OF MERGER BEASLEY FM ACQUISITION CORP. AND BRAP HOLDINGS, INC. 12/29/2006 Description of contract or instrument Name of person or organization with whom contract is made Date of Execution Date of Expiration AGREEMENT AND PLAN OF MERGER BEASLEY FM ACQUISITION CORP. AND BEASLEY BROADCASTING OF BOSTON, INC. 12/29/2006 Description of contract or instrument Name of person or organization with whom contract is made Date of Execution Date of Expiration AGREEMENT AND PLAN OF MERGER BEASLEY FM ACQUISITION CORP. AND BEASLEY NEVADA HOLDINGS, INC. 12/29/2006 Description of contract or instrument Name of person or organization with whom contract is made Date of Execution Date of Expiration CONTRIBUTION AGREEMENT BEASLEY FM ACQUISITION CORP. AND BEASLEY MEZZANINE HOLDINGS, LLC 01/31/2007 Description of contract or instrument Name of person or organization with whom contract is made Date of Execution Date of Expiration AGREEMENT AND PLAN OF MERGER BEASLEY FM ACQUISITION CORP. AND BEASLEY BROADCASTING OF AUGUSTA, INC. 12/29/2006 Description of contract or instrument Name of person or organization with whom contract is made Date of Execution Date of Expiration AGREEMENT AND PLAN OF MERGER BEASLEY FM ACQUISITION CORP. AND BEASLEY BROADCASTING OF BOSTON, INC. 12/29/2006 Description of contract or instrument Name of person or organization with whom contract is made Date of Execution Date of Expiration AGREEMENT AND PLAN OF MERGER BEASLEY FM ACQUISITION CORP. AND BEASLEY NEVADA HOLDINGS, INC. 12/29/2006 Description of contract or instrument Name of person or organization with whom contract is made Date of Execution Date of Expiration CONTRIBUTION AGREEMENT BEASLEY FM ACQUISITION CORP. AND BEASLEY BROADCAST GROUP, INC. 12/29/2006 Description of contract or instrument Name of person or organization with whom contract is made Date of Execution Date of Expiration THIRD AMENDMENT TO CREDIT AGREEMENT BEASLEY MEZZANINE HOLDINGS, LLC, EACH OF THE UNDERSIGNED DIRECT AND INDIRECT SUBSIDIARIES, EACH ADDITIONAL GRANTOR, AND BANK OF MONTREAL, CHICAGO BRANCH, AS ADMINISTRATIVE AGENT FOR AND REPRESENTATIVE OF THE BENEFICIARIES 01/30/2006 6/30/2011 Description of contract or instrument Name of person or organization with whom contract is made Date of Execution Date of Expiration FOURTH AMENDMENT TO CREDIT AGREEMENT BEASLEY MEZZANINE HOLDINGS, LLC, EACH OF THE UNDERSIGNED DIRECT AND INDIRECT SUBSIDIARIES, EACH ADDITIONAL GRANTOR, AND BANK OF MONTREAL, CHICAGO BRANCH, AS ADMINISTRATIVE AGENT FOR AND REPRESENTATIVE OF THE BENEFICIARIES 02/01/2007 6/30/2011 Description of contract or instrument Name of person or organization with whom contract is made Date of Execution Date of Expiration FIFTH AMENDMENT TO CREDIT AGREEMENT BEASLEY MEZZANINE HOLDINGS, LLC, EACH OF THE UNDERSIGNED DIRECT AND INDIRECT SUBSIDIARIES, EACH ADDITIONAL GRANTOR, AND BANK OF MONTREAL, CHICAGO BRANCH, AS ADMINISTRATIVE AGENT FOR AND REPRESENTATIVE OF THE BENEFICIARIES 04/13/2007 6/30/2011
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 1000
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 BEASLEY FM ACQUISITION CORP., 3033 RIVIERA DRIVE, SUITE 200, NAPLES, FL 34103 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 BEASLEY MEZZANINE HOLDINGS, LLC, 3033 RIVIERA DRIVE, SUITE 200, NAPLES, FL 34103 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 SOLE SHAREHOLDER 7. Percentage of votes 100.00 8. Percentage of total assets (equity debt plus) 100.00 1. Name and Address GEORGE G. BEASLEY, 3033 RIVIERA DRIVE, SUITE 200, NAPLES, FL 34103 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 CEO/DIRECTOR 7. Percentage of votes 0.00 8. Percentage of total assets (equity debt plus) 0.00 1. Name and Address SHIRLEY W. BEASLEY, 3033 RIVIERA DRIVE, SUITE 200, NAPLES, FL 34103 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 VICE PRESIDENT/DIRECTOR 7. Percentage of votes 0.00 8. Percentage of total assets (equity debt plus) 0.00 1. Name and Address B. CAROLINE BEASLEY, 3033 RIVIERA DRIVE, SUITE 200, NAPLES, FL 34103 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 VP/CFO/SECRETARY/TREASURER/DIRECTOR 7. Percentage of votes 0.00 8. Percentage of total assets (equity debt plus) 0.00 1. Name and Address BRIAN E. BEASLEY, 3033 RIVIERA DRIVE, SUITE 200, NAPLES, FL 34103 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/DIRECTOR 7. Percentage of votes 0.00 8. Percentage of total assets (equity debt plus) 0.00 1. Name and Address BRUCE G. BEASLEY, 3033 RIVIERA DRIVE, SUITE 200, NAPLES, FL 34103 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 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 VP, CFO, SECRETARY, TREASURER, AND DIRECTOR

of BEASLEY FM ACQUISITION CORP.

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.)