3. Nature of Application

Pursuant to applicants' plan of merger, attached to the application as Exhibit C, OmniCall Acquisition will merge with and into OmniCall, with OmniCall being the surviving entity. At the time of the merger, the sole shareholder of OmniCall Acquisition, Access One, will receive shares of common stock of OmniCall in exchange for shares of OmniCall Acquisition. Each share of OmniCall common stock will be converted into Access One common stock based on a formula agreed to by the applicants.

Following the transfer of control, OmniCall will operate as a direct, wholly owned subsidiary of Access One, and the separate existence of OmniCall Acquisition will cease. OmniCall will continue to provide services in California pursuant to the terms and conditions of its tariff, and only the underlying ownership of the company will change.

The application states that OmniCall will continue to operate under its own name and remain the holder of its California certification. Rates, terms and conditions available to customers will not change as a result of the transaction.

Exhibits attached to the application show that Access One has the financial and business qualifications necessary to continue the operation of OmniCall.