1.	Legal Name of the Applicant  BLUESTONE TELEVISION INC.
	Mailing Address 675 THIRD AVENUE SUITE 2521
	City NEW YORK		State or Country (if foreign address) NY	ZIP Code 10017 -
	Telephone Number (include area code) 2127107771		E-Mail Address (if available)  RBONGARTEN@BONTENMEDIA.COM
	FCC Registration Number: 0016896433	Call Sign  KCFW-TV	Facility ID Number  18079
2.	Contact Representative (if other than Licensee/Permittee) WILLIAM H. FITZ. ESQ.		Firm or Company Name COVINGTON & BURLING LLP
	Telephone Number (include area code) 2026625120		E-Mail Address (if available) WFITZ@COV.COM
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 KCFW-TV 18079 KALISPELL MT TV Call Letters Facility ID Number Location (City/State) Class of service KAEF-TV 8263 ARCATA CA TV Call Letters Facility ID Number Location (City/State) Class of service KECI-TV 18084 MISSOULA MT TV Call Letters Facility ID Number Location (City/State) Class of service KRCR-TV 8291 REDDING CA TV Call Letters Facility ID Number Location (City/State) Class of service KTVM-TV 18066 BUTTE MT TV Call Letters Facility ID Number Location (City/State) Class of service KTXS-TV 308 SWEETWATER TX TV Call Letters Facility ID Number Location (City/State) Class of service WCYB-TV 2455 BRISTOL VA TV All of the information furnished in this Report is accurate as of 11/01/2009 (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 INCORPORATION PENNSYLVANIA Description of contract or instrument Name of person or organization with whom contract is made Date of Execution Date of Expiration BYLAWS BONTEN MEDIA GROUP INC. Description of contract or instrument Name of person or organization with whom contract is made Date of Execution Date of Expiration CREDIT AGREEMENT AMONG BONTEN MEDIA GROUP HOLDINGS, INC. BONTEN MEDIA ACQUISITION CO., BONTEN MEDIA GROUP INC., SEVERAL BANKS AND OTHER FINANCIAL INSTITUTIONS OR ENTITIES FROM TIME TO TIME PARTIES TO THIS AGRMT. AND LEHMAN COMMERC. PAPER INC. AS ADMIN. & COLLATERAL AGENT. Description of contract or instrument Name of person or organization with whom contract is made Date of Execution Date of Expiration GUARANTEE AND COLLATERAL AGREEMENT MADE BY BMG HLDNGS, INC., BMG INC., BLUESTONE LIC. HLDNGS. INC., BLUESTONE TEL. INC., NEWPORT BRDCSTG. INC., NEWPORT LIC. HLDGS INC, ET AL. IN FAVOR OF LEHMAN COMMER, PAPER INC., AS AGENT FOR FINAN. INSTIT. PARTIES TO CREDIT AGRMT. AS AMENDED OR MODIFIED Description of contract or instrument Name of person or organization with whom contract is made Date of Execution Date of Expiration INDNTURE IN CONNECTION WITH THE SALE OF 9/9 3/4 PERCENT SENIOR SUBORDINATD TOGGLE NOTES DUE 2015 BETWEEN BONTEN MEDIA ACQUISITION CO. (AND ITS SUCCESSORS IN INTEREST) AND WELLS FARGO BANK, NATIONAL ASSOCIATION, AS TRUSTEE Description of contract or instrument Name of person or organization with whom contract is made Date of Execution Date of Expiration FIRST SUPPLEMENTAL INDENTURE IN CONNECTION WITH SALE OF 9/9 3/4 SENIOR SUBORDINATED TOGGLE NOTES DUE 2015 AMONG BONTEN MEDIA GROUP, INC. (FKA BLUESTONE TV HOLDINGS INC.), BLUESTONE LICENSE HOLDINGS INC., BLUESTONE TELEVISION INC., NEWPORT BROADCASTING INC., ET AL, AND WELLS FARGO BANK, NATIONAL ASSOC., AS TRUSTEE Description of contract or instrument Name of person or organization with whom contract is made Date of Execution Date of Expiration NETWORK AFFILIATION AGREEMENT FOR WCYB-TV NBC TELEVISION NETWORK Description of contract or instrument Name of person or organization with whom contract is made Date of Execution Date of Expiration AFFILIATION AGREEMENT FOR KRCR-TV ABC TELEVISION NETWORK Description of contract or instrument Name of person or organization with whom contract is made Date of Execution Date of Expiration NETWORK AFFILIATION AGREEMENT FOR KAEF-TV ABC TELEVISION NETWORK Description of contract or instrument Name of person or organization with whom contract is made Date of Execution Date of Expiration NETWORK AFFILIATION AGREEMENT FOR KTXS-TV ABC TELEVISION NETWORK Description of contract or instrument Name of person or organization with whom contract is made Date of Execution Date of Expiration NETWORK AFFILIATION AGREEMENT FOR KECI-TV NBC TELEVISION NETWORK Description of contract or instrument Name of person or organization with whom contract is made Date of Execution Date of Expiration NETWORK AFFILIATION AGREEMENT FOR KCFW-TV NBC TELEVISION NETWORK Description of contract or instrument Name of person or organization with whom contract is made Date of Execution Date of Expiration NETWORK AFFILIATION AGREEMENT FOR KTVM-TV NBC TELEVISION NETWORK
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 10 10 0 0
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 2. Gender (male or 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 7. Percentage of votes 0.00 8. Percentage of total assets (equity debt plus) 0.00 1. Name and Address 2. Gender (male or 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 7. Percentage of votes 100.00 8. Percentage of total assets (equity debt plus) 100.00 1. Name and Address 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 7. Percentage of votes 0.00 8. Percentage of total assets (equity debt plus) 0.00 1. Name and Address 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 7. Percentage of votes 0.00 8. Percentage of total assets (equity debt plus) 0.00 1. Name and Address 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 7. Percentage of votes 0.00 8. Percentage of total assets (equity debt plus) 0.00 1. Name and Address 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 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 CHEIF EXECUTIVE OFFICER

of BLUESTONE TELEVISION 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.)