3. The Application

NTIC seeks Commission authority to transfer control of NTIC to Northwest with NTIC becoming a wholly owned subsidiary of Northwest.

By way of background, Highspeed along with its owner Robert C. Greene who owed 49% of the outstanding stock of Highspeed and Broadband Microwave Company, LLC which owned the remaining 51% of outstanding stock, entered into a purchase and sale agreement with Northwest on February 11, 2004.

Northwest agreed to purchase Highspeed for $450,000 subject to closing adjustments. The payment consisted of $112,500 in cash and $337,500 in the form of a promissory note secured by the customers of Highspeed, state and federal operating and frequency licenses of Highspeed, and other assets including leases and collocation facilities of Highspeed within the State of California.

The requested transfer of control was consummated on February 12, 2004, approximately 12 months prior to the filing of this application. On July 20, 2004, five months after the transfer of control was consummated, the California Secretary of State approved the parties request to change the name of Highspeed to NTIC.