10. Assignment of Proceeding

Susan P. Kennedy is the Assigned Commissioner and Bertram D. Patrick is the assigned Administrative Law Judge in this proceeding.

Findings of Fact

1. San Carlos possesses a CPCN to provide resold and facilities-based local exchange telecommunications services, and limited facilities-based competitive local exchange services within California under the U 5443 C corporate identification number.

2. Applicants seek authority for Wave eXchange to acquire control of San Carlos. Wave eXchange currently owns 49% of the voting stock of San Carlos and proposes to purchase the remaining 51% from William A. G. and LaDawn W. Wilde. Upon completion of the transaction Wave eXchange will own 100% of the voting stock of San Carlos.

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. Wave eXchange has sufficient cash and cash equivalence to provide the necessary funding for San Carlos.

5. San Carlos will continue offering its current services and use the same name and authority after the transfer of control.

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

7. Upon completion of the transaction, San Carlos will continue to be operated by the same existing management team.

8. There is no opposition to this application.

Conclusions of Law

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

2. 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 Wave eXchange to maintain and expand San Carlos' services and operations in California.

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

ORDER

IT IS ORDERED that:

1. Wave eXchange LLC is authorized pursuant to §§ 851-844 of the Public Utilities Code to acquire 100% of the ownership interests of San Carlos Telecom, Inc., as more fully described in the application and exhibits attached to the application.

2. San Carlos Telecom, Inc. and Wave eXchange shall notify the Director of the Commission's Telecommunications Division in writing of the transfer of control, as authorized herein, within 30 days of this order. A true copy of the instrument(s) of transfer shall be attached to the notification.

3. Application 05-08-035 is closed.

This order is effective today.

Dated November 18, 2005, at San Francisco, California.

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