X. Assignment of Proceeding

Rachelle B. Chong is the assigned Commissioner and Bertram D. Patrick is the assigned Administrative Law Judge in this proceeding.

Findings of Fact

1. First Communications is authorized by D.03-10-066 to provide resold interexchange services in California.

2. Xtension is authorized by D.01-03-006 to provide resold interexchange services in California.

3. FCI seeks authority to acquire control of First Communications and Xtension through purchase of stock of these utilities.

4. 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.

5. First Communications and Xtension will continue offering current services and use the same name and authority after the transfer of control.

6. First Communications and Xtension are current on reporting and transmitting the user fees applicable to their California operations.

7. Upon completion of the transaction, First Communications and Xtension will continue to be operated by the same existing management teams.

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.

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

ORDER

IT IS ORDERED that:

1. First Communications, Inc. (FCI) is authorized, pursuant to Pub. Util. Code §§ 851-854, to purchase stock in First Communications, LLC, and Xtension Services, Inc., and to thereby acquire control over these entities as more fully described in the application and exhibits attached to the application.

2. The request of FCI, to have the financial information filed with this application kept under seal is granted for two years from the effective date of this decision. During that period, the information shall not be made accessible or disclosed to anyone other than the Commission staff except on the further order or ruling of the Commission, the assigned Commissioner, the assigned Administrative Law Judge (ALJ), or the ALJ then designated as Law and Motion Judge.

3. If FCI believes that further protection of the information kept under seal is needed, they may file a motion stating the justification for further withholding of the information from public inspection, or for such other relief as the Commission's rules may then provide. This motion shall be filed no later than one month before the expiration date.

4. FCI shall notify the Director of the Commission's Telecommunications Division in writing of the transfer of control, as authorized herein, within 30 days of completion of this transaction. A true copy of the instrument(s) of transfer shall be attached to the notification.

5. Application 06-11-011 is closed.

This order is effective today.

Dated February 15, 2007, at San Francisco, California.

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