8. Assignment of Proceeding

Susan P. Kennedy is the Assigned Commissioner and Michael J. Galvin is the assigned Administrative Law Judge in this proceeding.

Findings of Fact

1. NAC possesses a CPCN to provide switchless interLATA and intraLATA telecommunications services, resold local exchange telecommunications services, and limited facilities-based competitive local exchange services within California under the U-6545-C corporate identification number.

2. Applicants seek authority for North Central to acquire control of NAC through a transfer of 100% of the ownership interest of NAC from Jasper.

3. Pub. Util. Code § 854(a) requires Commission authorization to transfer control of a public utility. Any transfer of control without Commission authorization is void under the statute.

4. North Central has sufficient cash and cash equivalence to provide the necessary funding for NAC.

5. NAC, with 3,000 customers in California, will continue offering its current services and using the same name and authority after the transfer of control.

6. NAC is current on reporting and transmitting the user fees applicable to its California operations.

7. There is no opposition to this application.

8. North Central has the technical, managerial, and financial qualifications necessary to exercise control of NAC.

Conclusions of Law

1. This is a ratesetting proceeding and no hearing is necessary.

2. No protests have been received.

3. This application should be approved and become effective immediately because it is not adverse to the public interest and the public may benefit from ability of NAC to maintain and expand its services and operations in California.

4. Approval of this application is not a finding of value of the rights and property being transferred.

ORDER

IT IS ORDERED that:

1. Jasper Holdings LLC (Jasper) is authorized pursuant to Sections 851-844 of the Public Utilities Code to transfer 100% of the ownership interests of New Access Communications, LLC (NAC) to North Central Equity LLC (North Central), as more fully described in the application and exhibits attached to the application.

2. NAC and North Central shall notify the Director of the Commission's Telecommunications Division in writing of the transfer of control, as authorized herein, within 10 days of this order. A true copy of the instrument(s) of transfer shall be attached to the notification.

3. Applicants' request to have their financial information and Unit Purchase Agreement under seal is granted for two years from the date of this order, and during that period shall 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.

4. Application 05-01-008 is closed.

This order is effective today.

Dated April 7, 2005, at San Francisco, California.

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