Attachment Assignment Applicati

This document pretains to ITC-ASG-20140128-00031 for Assignment on a International Telecommunications filing.

IBFS_ITCASG2014012800031_1033711

BI NG HAM Catherine Wang Jeffrey R. Strenkowski Catherine.wang@bingham.com Jeffrey.strenkowski@bingham.com January 28, 2014 Via Electronic Filing Marlene H. Dortch, Secretary Federal Communications Commission International Bureau Applications P.O. Box 979093 St. Louis, MO 63197—9700 Re: In the Matter of the Joint Application ofITG, Inc. ("Assignor") and iTalk, Inc. ("Assignee") for Nunc Pro Tunc Grant ofAuthority Pursuant to Section 214 of the Communications Act of 1934, as amended, and Sections 63.04 and 63.24 of the Commission‘s Rules to Complete the Assignment ofAssets and Section 214 License Dear Ms. Dortch: On behalf of ITG, Inc. ("ITG") and iTalk, Inc. ("iTalk"), enclosed for filing is an n application for authority to complete the assignment of assets and Section 214 authority from ITG to iTalk. Pursuant to Section 63.04(b) of the Commission‘s rules, Applicants submit this filing as a combined domestic section 214 application and international section 214 application ("Combined Application"). Applicants are simultaneously submitting for filing the Combined Application with the Wireline Competition Bureau, in accordance with the Commission‘s rules. Beijing Boston Applicants are also filing a Request for Special Temporary Authority. Frankfurt Hartford This filing and the applicable credit card payments in the amount of $1,050.00 which Hong Kong satisfy the filing fees required for the applications under line 2.e of Section 1.1107 of the London Commission‘s rules, are being submitted electronically through the MyIBFS. Los Angeles New York Orange County Please direct any questions regarding this filing to the undersigned. San Francisco Santa Monica Respectfully submitted, {Pe0feibtzeso}ryny Silicon Valley Tokyo Washington Catherine Wang Jeffrey R. Strenkowski Bingham McCutchen LLP 2020 K Street NW Counsel for iTalk, Inc. Washington, DC 20006—1806 |+1.202.373.6000 F +1.202.373.6001 bingham.com A/75912448.1

Before the FEDERAL COMMUNICATIONS COMMISSION Washington, DC 20554 ) In the Matter of the Joint Application of ) ) lTG, Inc., ) File No. ITC-ASG-2014- - - - Assignor, ) ) and ) WC Docket No. 14-- - - - - - ) iTalk, Inc., ) Assignee ) ) For Nunc Pro Tunc Grant of Authority Pursuant to ) Section 214 of the Communications Act of 1934, ) as amended, and Sections 63.04 and 63.24 of the ) Commission's Rules to Complete an ) Assignment of Licenses and Purchase of Assets ) of an Authorized Domestic and International ) Section 214 Carrier ) JOINT APPLICATION I. INTRODUCTION A. Summary of Request ITG, Inc. ("ITG" or "Assignor") and iTalk, Inc. ("iTalk" or "Assignee") (collectively, the "Applicants"), pursuant to Section 214 of the Communications Act, as amended, 47 U.S.C. § 214, and Sections 63.04 and 63.24 of the Commission's Rules, 47 C.P.R. §§ 63.04, 63.24, respectfully request nunc pro tunc Commission approval of a transaction whereby on June 5, 2013, iTalk acquired from ITG certain assets, including Section 214 licenses, ITG's customer N75907735.1

base and customer contracts (the "Transaction").2 As described below, iTalk is well-qualified to hold the aforementioned Section 214 authorizations and own and operate the assigned licensed operations. Further, the transaction was virtually transparent to assigned customers with respect to the services that they receive. B. Request for Streamlined Processing Applicants respectfully submit that this Application is eligible for streamlined processing pursuant to Section 63.03 and 63.12 of the Commission's Rules, 47 C.F.R. §§ 63.03 & 63.12. With respect to domestic authority, this Application is eligible for streamlined processing pursuant to Section 63.03(b)(2)(i) because, immediately following the Transaction, (1) Applicants and their affiliates, as defined in Section 3(1) of the Communications Act ("Affiliates") combined held less than a ten percent (1 0%) share of the interstate, interexchange market; (2) Applicants and their Affiliates will not provide local exchange service; and (3) none of the Applicants or their Affiliates is dominant with respect to any service. This Application is eligible for streamlined processing pursuant to Section 63.12 of the Commission's Rules, 47 C.F.R. § 63.12, because, as further described in Section N below, none of the exclusionary criteria set forth in Section 63 .12(c) applies. In support of this Application, Applicants provide the following information: II. DESCRIPTION OF THE APPLICANTS A. lTG, Inc. (Assignor) lTG, Inc., a Texas corporation, located at 14911 Quorum Drive, Suite 370, Dallas, Texas 75254, is a wholly owned subsidiary of DataJack, Inc. ("DataJack"), a Nevada corporation, located at the same address (OTC BB: "DJAK"). DataJack offers, through its subsidiaries, a 2 The Applicants are concurrently filing Requests for Special Temporary Authority with the International and Wireline Competition Bureaus for approval of the Transaction pending approval of these applications. 2 A/75907735.1

comprehensive range of mobile broadband Internet access products and services that are designed to meet the needs of individual consumers, businesses, government subscribers and resellers. Datal ack offers secure nationwide mobile broadband data transmission services primarily under the DataJ ack brand. 3 Prior to the Transaction, DataJack's communications products included an international calling service delivered under the brand "WQN," through its subsidiary, WQN, Inc. ("WQN"). Just prior to the Transaction, WQN changed its name to lTG, Inc. d/b/a WQN. The company's international calling service delivers low cost international calls to consumers and businesses. Pursuant to the Transaction, lTG sold certain intangible and other assets to iTalk, Inc. The assets included in the Transaction were certain domain names, licenses (including FCC Section 214 licenses), service contracts including trade names and trademarks, and all rights and interests to and in all ofthe customers of the international long distance division ofDataJack, Inc. A chart depicting the ownership chain of Assignor is attached hereto as Attachment 1. B. iTalk, Inc. ("Assignee") iTalk, Inc. is a Nevada corporation with executive offices located at 2400 W Cypress Creek Road, Suite 111, Fort Lauderdale, Florida 33309 (OTC: "TALK"). iTalk designs and develops retail voice and data communications services and integrates these services with wireless hardware devices to create new and more cost effective and productive communication solutions.4 A chart depicting the ownership chain of Assignee is attached hereto as Attachment 2. 3 Further information on DataJack, Inc. can be obtained through the company's most recent SEC Annual Report, available at: http://corp.datajack.com/cfiles/investors filings.asp. 4 Further information on iTalk, Inc. can be obtained through the company's most recent SEC Annual Report, available at: http://www.italkmobility.com/investorsfilings. 3 N75907735.1

III. DESCRIPTION OF THE TRANSACTION Pursuant to an Asset Purchase Agreement (''Agreement"), dated June 5, 2013, Applicants undertook a transaction whereby iTalk acquired those operations of ITG related to the provision of regulated telecommunications services. The Transaction entailed a purchase of the ITG business operating pursuant to certain Section 214 authorizations and certain customer accounts. iTalk will continue to offer services pursuant to blanket domestic 214 authority as well as international 214 authority pursuant to File No. ITC-214-20090416-00200 granted to lTG on June 5, 2009, that it acquired from ITG. Customers have received, and will continue to receive service from iTalk under the comparable rates, terms and conditions of services immediately prior to the Transaction. Any future changes in the rates, terms and conditions of service for customers will be undertaken pursuant to applicable federal and state notice and tariff requirements. As a result of the Transaction, iTalk acquired the assets and licenses of ITG. Unfortunately, through an oversight, Applicants did not request authority for the assignment of licenses and assets from ITG to iTalk at the time of the transaction and does so now.5 Following consummation of the Transaction, iTalk offered service with no change in the rates or terms and conditions of service. Further, iTalk has provided service to its customers under the same "WQN'' brand name. Therefore, the assignment was seamless and transparent to customers. IV. PUBLIC INTEREST STATEMENT Applicants submit that approval of the Transaction will serve the public interest. Approval of the Transaction will enhance the ability of iTalk to retain an expanded line of products and services. Through the purchase of the ITG assets, iTalk became a more robust 5 As discussed in the attached request for Special Temporary Authority, the Applicants were unaware of the prior approval requirement and inadvertently failed to obtain timely authority and have taken steps to ensure compliance with all applicable FCC requirements going forward. 4 A/75907735. 1

competitor in the highly competitive telecommunications industry. Further, the Transaction was conducted in a manner that was transparent to customers of lTG. The assignment of ITO's business and licenses did not result in any changes to the terms or conditions of services of affected customers. Following consummation of the Transaction, iTalk continued to provide high-quality communications services to its customers without interruption.6 V. INFORMATION REQUIRED BY SECTION 63.24(e) Pursuant to Section 63.24(e)(3) of the Commission's Rules, the Applicants submit the following information requested in Section 63.18 (a)-(d) and (h)-(p) in support of this Application: 63.18 (a) N arne, address and telephone number of each Applicant: Assignor: ITG, Inc. (flk/a WQN, Inc.) FRN: 0016796914 14911 Quorum Drive Suite 370 Dallas, Texas 75254 Tel: (972) 361-1980 Assignee: iTalk, Inc. FRN: 0023299464 2400 West Cypress Creek Road Suite 111 Fort Lauderdale, Florida 33309 Tel: (877) 652-3834 63.18 (b) Jurisdiction of Organizations: Assignor: ITG is a corporation formed under the laws of the State of Texas. Assignee: iTalk is a corporation formed under the laws of the State of Nevada. 6 As the ITG customers involved in the transfer did not receive presubscribed international, interstate, or inter-exchange intrastate long distance telecommunications services from ITG, the certification requirements set forth in Section 64.1120(e) of the Commission's Rules are inapplicable as no carrier subscription changes were undertaken for any customer. 5 A/75907735.1

63.18 (c) Correspondence concerning this Application should be sent to: For iTalk: With a copy to: Catherine Wang David Levy Jeffrey R. Strenkowski iTalk, Inc. Bingham McCutchen LLP 2400 West Cypress Creek Road 2020 K St. NW, 11th Fl. Suite 111 Washington, DC 20006 Fort Lauderdale, Florida 33309 202-373-6000 (Tel) Tel: (877) 652-3834 202-373-6001 (Fax) catherine. wang@bingham. com jeffrey.strenkowski@bingham.com For ITG: Steven Ivester ITG, Inc. 2400 W. Cypress Creek Rd. Suite 200 Fort Lauderdale, FL 33309 Tel: (954) 465-1658 63.18 (d) Section 214 Authorizations Assignor: ITG holds blanket domestic Section 214 authority and holds international Section 214 authority granted in File No. ITC-214- 20090416-00200 on June 5, 2009. Assignee: iTalk does not hold domestic or international Section 214 authority. 63.18 (h) Ownership The following entities hold, directly or indirectly a 10% or greater interest in iTalk as calculated pursuant to Commission ownership attribution rules for wireline and international telecommunications carriers: Ownership of iTalk, Inc.: No individual or entity owns or controls more than 10% directly or indirectly of iTalk, Inc. iTalk, Inc. has no interlocking officers or directors with any other foreign carriers. Ownership ofiTG, Inc.: 6 A/75907735.1

The following entity owns or controls 10% or more of lTG, Inc.: Name: Datal ack, Inc. Address: 14911 Quorum Drive, Suite 370, Dallas, Texas 75254 Citizenship: us Principal Business: Mobile Broadband Internet Services %Equity: 100% Name: Gerald & Seena Sperling Address: 17899 Aberdeen Way, Boca Raton, Florida 33496 Citizenship: us Principal Business: Individuals %Equity: 18% ofDataJack, Inc. (18% OfiTG, Inc. indirectly)? Name: Warren Gilbert Address: 1800 NE 114th St., Suite 2110, Miami, Florida 33181 Citizenship: us Principal Business: Individual %Equity: 14% ofDataJack, Inc. (14% OfiTG, Inc. indirectly) No other individual or entity owns or controls more than 10% directly or indirectly of lTG, Inc. lTG, Inc. has no interlocking officers or directors with any other foreign carriers. 63.18 (i) iTalk certifies that it is not a foreign carrier and is not affiliated with any foreign carriers. 63.18 (j) iTalk certifies that it does not seek to provide international telecommunications services to any destination country where: (1) iTalk is a foreign carrier in that country; or (2) iTalk controls a foreign carrier in that country; or (3) Any entity that owns more than 25 percent of iTalk, or that controls iTalk, controls a foreign carrier in that country; or (4) Two or more foreign carriers (or parties that control foreign carriers) own, in the aggregate more than 25 percent of iTalk and are parties to, or the beneficiaries of, a contractual relation affecting the provision or marketing or international basic telecommunications services in the United States. 63.18 (k) Not applicable (no destination countries are listed in response to paragraph 7 Gerald and Seena Sperling own their shares of DataJack, Inc. both directly and through a trust, with beneficial ownership held by Seena Sperling. 7 A/75907735.1

G) above). 63.18 (1) Not applicable (iTalk is not a foreign carrier and is not affiliated with any foreign carriers). 63.18 (m) Not applicable (iTalk is not a foreign carrier and is not affiliated with any foreign carriers). 63.18 (n) Applicants certify that they have not agreed to accept special concessions directly or indirectly from any foreign carrier with respect to any U.S. international route where the foreign carrier possesses market power on the foreign end of the route and will not enter into such agreements in the future. 63.18 (o) Applicants certify that they are not subject to denial of federal benefits pursuant to Section 5301 of the Anti-Drug Abuse Act of 1998. See 21 U.S.C. § 853a. See also 47 C.F.R. §§ 1.2001-1.2003. 63.18 (p) Applicants respectfully submit that this Application is eligible for streamlined processing pursuant to Section 63.12(a)-(b) of the Commission's Rules, 47 C.F.R. §63.12(a)-(b). In particular, Section 63.12(c)(1) is inapplicable because the Applicant is not affiliated with any foreign carriers and none of the scenarios outlined in Section 63 .12(c) of the Commission's Rules, 47 C.F.R.§ 63.12(c), apply. VI. INFORMATION REQUJRED BY SECTION 63.04 In lieu of an attachment, pursuant to Commission Rule 63.04(b), 47 C.F.R. § 63.04(b), Applicants submit the following information in support of their request for domestic Section 214 authority in order to address the requirements set forth in Commission Rule 63.04(a)(6)-(12), 47 C.F.R. § 63.04(a)(6)-(12): (a)(6) A description of the Transaction is set forth in Section III above. (a)(7) Applicants do not currently offer domestic telecommunications services. (a)(8) Applicants respectfully submit that this Application is eligible for streamlined processing pursuant to Sections 63.03 of the Commission's Rules, 47 C.F.R. §63.03. In particular, with respect to domestic authority, this Application is eligible for streamlined processing pursuant to Section 63.03(b)(2)(i) because, immediately following the transaction, (1) Applicants and their Affiliates combined held less than a ten percent (10%) share of the interstate, interexchange market; (2) Applicants and their Affiliates will not provide local exchange service; and (3) 8 N75907735.1

none of the Applicants or their Affiliates is dominant with respect to any service. (a)(9) By this Application, Applicants seek authority with respect to both international and domestic Section 214 authorizations. (This Application is being separately and concurrently filed with respect to both types of authorities in compliance with Commission Rule 63.04(b), 47 C.F.R. § 63.04(b)). Except with respect to the requests for Special Temporary Authority being filed concurrently with the Commission as outlined above, no other applications are being filed with the Commission with respect to this Application. (a)(lO) The Applicants are seeking Special Temporary Authority with respect to the Transaction described in this Application. As such, Applicants respectfully request that the Commission approve this Application expeditiously. (a)(ll) Not applicable (no other waiver requests are being filed). (a)(12) A statement showing how grant of the application will serve the public interest, convenience and necessity is provided in Section IV above. VII. CONCLUSION For the reasons stated above, Applicants respectfully submit that the public interest, convenience, and necessity would be furthered by a grant of this Application. Applicants therefore respectfully request that the Commission consider and approve this Application as soon as possible. Respectfully submitted, Is/ Catherine Wang Catherine Wang Jeffrey R. Strenkowski Bingham McCutchen LLP 2020 K St., NW Washington, DC 20006 202-373-6000 (Tel) 202-373-6001 (Fax) catherine. wang@bingham.com jeffrey.strenkowski@bingham.com Counsel for iTalk, Inc. Dated: January 28, 2014 9 A/75907735.1

ATTACHMENT 1 ASSIGNOR OWNERSHIP A/75907735.1

Assignor Ownership Gerald and Seena Warren Gilbert Widely Held By Multiple Sperling (US) (US) Shareholders 1 18% 14% 1 68% I DataJack, Inc. (US) I 100% I lTG, Inc.* (US) I *Assignor 75388638.2

ATTACHMENT 2 ASSIGNEE OWNERSHIP N75907735 .1

Assignee Ownership Widely Held By Multiple Shareholders 100% iTalk, Inc.* (US) * Assignee

VERIFICATION I, state that I am the President of ITO, Inc. ("ITO"); that I am authorized to make this Verification on behalf of lTG; that the foregoing filing was prepared under my direction and supervision; and that the contents with respect to IGT are true and 90rrect to the best of my knowledge, information, and belief. I declare under penalty of perjury that the foregoing is true and correct. Executed this 28th day of January, 2014. AME, Steven Ivester TITL President lTG, Inc . N7S651 115 II

VERIFICATION 1, David F. Levystate that I am the CEO of iTalk, Inc. ("iTalk"); that I am authorized to make this Verification on behalf of iTalk; that the foregoing filing was prepared under my direction and supervision; and thatthe contents with respect to iTalk are true and correct to the best of my knowledge, information, and belief. I declare under penalty of perjury that the ‘is true and correct. Executed this 28th day of January, 2014. TITLE CEO iTalk, Inc. ansoorms i


Document Created: 2014-01-28 18:26:52
Document Modified: 2014-01-28 18:26:52
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