III. The Transaction

On January 22, 2002, AmericanFone consummated an agreement whereby it acquired all of the issued and outstanding stock of FreedomStarr. As a result, FreedomStarr became a wholly-owned subsidiary of AmericanFone.

Applicants represent that there were no changes in rates, terms or conditions of service as a result of the transfer, and FreedomStarr continues to operate under the same name. They further represent that the long-term effect will be to enhance FreedomStarr's access to capital.