3. Requested Authority

Applicants NAC, Jasper, and North Central jointly filed this application requesting approval of the transfer of control of NAC to North Central from Jasper. By way of background, North Central and the members of NAC entered into a Unit Purchase Agreement (the Agreement) on December 16, 2004, whereby North Central will acquire 100% of the ownership interests in NAC. This transfer of control is to take place pursuant to the Agreement, a copy of which is attached to the application under seal. Pursuant to that agreement, Jasper will exchange its 100% ownership interest of NAC to North Central.

Applicants state that the proposed transaction is in the public interest because it will enable NAC to access the financial resources it needs to introduce new products and services and to respond to competition in the telecommunications environment. In that regard, North Central tendered under seal copies of its recent financial statements to demonstrate that it has sufficient cash and cash equivalence to provide the necessary funding for NAC. This information, along with the recent financial statements of NAC and transfer agreement, was filed under seal because none of the Applicants are publicly traded companies and the information, if disclosed, could place Applicants at a competitive disadvantage.

All information placed under seal should remain sealed for a period of two years from the date of this order, and during that period should not be disclosed to anyone other than Commission staff except on the execution of a mutually accepted protective order or further order or ruling of the Commission, the Assigned Commissioner, the assigned Administrative Law Judge (ALJ), or the ALJ then designated as the Law and Motion Judge.

Applicants also expect that the transfer of control will enable each applicant to benefit from increased economies of scale that will permit them to operate more efficiently and thus to compete more effectively.

Upon approval of this transfer of control NAC, with 3,000 customers in California, will continue offering its current services using the same name and operating authority. The same 53.5% of the ultimate individual owners of Jasper own North Central directly. Accordingly, there will be no ultimate change in control of NAC as a result of this transaction.

There were no protests to this application.