Attachment One

This document pretains to ITC-T/C-20141001-00273 for Transfer of Control on a International Telecommunications filing.

IBFS_ITCTC2014100100273_1063543

ATTACHMENT 1 Answer to Question 10 Rule 63.18 (c) Contact Information: All correspondence and other communications concerning this application should be directed to: John L. Clark Goodin, MacBride, Squeri Day & Lamprey, LLP 505 Sansome Street, 9th Floor San Francisco, California 94111 Tel: 415-765-8443 Fax: 415-398-4321 E-mail: jclark@goodinmacbride.com Rule 63.18 (d) Authorizations Blue Rooster holds authority to provide global facilities-based and global resale services under File No. ITC-214-20100317-00112. (Blue Rooster also holds domestic operating authority pursuant to Rule 63.01, 47 C.F.R. § 63.01.) Norcast holds authority to provide global facilities-based and global resale services under File No. ITC-214-20030410-00183. (Norcast also holds domestic operating authority pursuant to Rule 63.01, 47 C.F.R. § 63.01.) Answer to Question 11 Rule 63.18(h) Ownership (1) Current Ownership of Norcast: The following persons and entities currently hold 10% or greater direct ownership or control interests in Norcast Communications Corporation: Name and Address Citizenship Principal Percentage Direct Business Ownership of Norcast Michael Gayaldo United States Telecommunications 60% (voting stock 2646 Orville Ave interest is 71%) Cayucos CA 93430 The Jacqueline Louise Johnston United States Estate planning device 24% (voting stock Living Trust (revocable) {}

807 Murray Ave. interest is 25%) San Luis Obispo, CA 93405 The trustees of The Jacqueline Louise Johnston Living Trust (revocable) are Jacqueline Louise Johnston, who is the sole vested beneficiary of the trust, and Maria Louise Johnston. Their names, addresses, citizenship, principal businesses, and attributed undivided percentage of ownership/voting interests under their control as trustees are as follows: Name and Address Citizenship Principal Attributed Business Percentage Ownership/control of Norcast Jacqueline Louise Johnston United States Telecommunications controls 24% 807 Murray Ave. ownership San Luis Obispo, CA 93405 interests (controls 25% voting stock interest) Maria Louise Johnston United States Homemaker controls 24% P.O. Box 1867 ownership Wilson, WY 83014 interests (controls 25% voting stock interest) No other person or entity holds or is attributed with a 10% or greater direct or indirect ownership or control interest in Norcast, and Norcast has no interlocking directorships with any foreign carrier. (3) Post-Transaction Ownership Norcast: The following persons and entities will hold 10% or greater direct ownership or control interests in Norcast following consummation of the proposed transaction: Name and Address Citizenship Principal Percentage Direct Business Ownership of Norcast Michael Gayaldo United States Telecommunications 45% (voting stock 2646 Orville Ave interest is 50.05%) Cayucos CA 93430 The Jacqueline Louise Johnston United States Estate planning device 18% (voting stock Living Trust (revocable) interest is 17%) 807 Murray Ave. San Luis Obispo, CA 93405 Jeffrey C. Buckingham Family Trust United States Estate planning device 12% (voting stock (revocable) interest is 14%) 2710 Turri Road {}

San Luis Obispo, CA 93403 Russ and Cheryl Lovell Family Trust United States Estate planning device 12% (voting stock (revocable) interest is 14%) 276 Hermosa Way San Luis Obispo, CA 93405 The trustees of The Jacqueline Louise Johnston Living Trust (revocable) are Jacqueline Louise Johnston, who is the sole vested beneficiary of the trust, and Maria Louise Johnston. Therefore, under the Commission’s rules, following consummation of the proposed transaction, they each will be attributed with control or ownership of an equal undivided ownership/control indirect interest in Norcast as follows: Name and Address Citizenship Principal Attributed Business Percentage Ownership/control of Norcast Jacqueline Louise Johnston United States Telecommunications controls 18% 807 Murray Ave. ownership San Luis Obispo, CA 93405 interests (controls 17% voting stock interest) Maria Louise Johnston United States Homemaker controls 18% P.O. Box 1867 ownership Wilson, WY 83014 interests (controls 17% voting stock interest) The trustees of the Jeffrey C. Buckingham Family Trust (revocable) are the sole beneficiaries and hold undivided interests in the entire trust. Therefore, following consummation of the proposed transaction, they each will be attributed with control or ownership of an equal undivided ownership indirect interest in Norcast as follows: Name and Address Citizenship Principal Attributed Business Percentage Ownership/control of Norcast and Blue Rooster Jeffrey C. Buckingham United States Telecommunications controls 12% 2710 Turri Road ownership San Luis Obispo, CA 93403 interests (controls 14% voting stock interest) Joan Buckingham United States Homemaker controls 12% 2710 Turri Road ownership interests (controls {}

San Luis Obispo, CA 93403 14% voting stock interest) Likewise the trustees of the Russ and Cheryl Lovell Family Trust (revocable) are the sole beneficiaries and hold undivided interests in the entire trust. Therefore, under the Commission’s rules, following consummation of the proposed transaction, they each will be attributed with control or ownership of an equal undivided ownership/control indirect interest in Norcast as follows: Name and Address Citizenship Principal Attributed Business Percentage Ownership/control of Norcast and Blue Rooster Russ Lovell United States Telecommunications controls 12% 276 Hermosa Way ownership San Luis Obispo, CA 93405 interests (controls 14% voting stock interest) Cheryl Lovell United States Telecommunications controls 12% 276 Hermosa Way ownership San Luis Obispo, CA 93405 interests (controls 14% voting stock interest) No other person or entity will hold or be attributed with a 10% or greater ownership or control interest in Norcast, and Norcast will not have any interlocking directorships with any foreign carrier. Answer to Question 13 Description of Transaction Joint Applicants have entered into an agreement by which Norcast will acquire all of the issued and outstanding stock in, and therefore control of, Blue Rooster, in exchange for cash and stock in Norcast. At or shortly following consummation of the transfer, subject to compliance with applicable notification requirements, certain retail customers of Blue Rooster will be transferred to Norcast. Norcast will thereafter continue to provide service to the transferred customers at the same rates, terms, and conditions of service they currently receive from Blue Rooster. Customers that are not being transferred to Norcast will continue to receive service directly from Blue Rooster, as a wholly-owned subsidiary of Norcast, without any change in rates, terms, or conditions. This transaction is in furtherance of private investment decisions by Blue {}

Rooster’s owners and Norcast’s owners to combine their operations, and to enable Blue Rooster’s owners to redeploy a portion of their capital into other ventures or investments. Joint Applicants believe that the proposed transaction will increase the efficiency of their operations, thereby lowering unit costs of service, improve their access to capital markets, and enhance their continued ability to provide high quality, technologically advanced voice and data services to their customers at competitive prices. Answer to Question 20 Rule 63.18(p) Streamlined Processing This application is eligible for streamlined processing under Section 63.12 of the Commission’s Rules, 47 CFR § 63.12. because none of the exceptions to streamlined processing specified by paragraph (c) of Section 63.12 applies. (This application is eligible for streamlined processing under Section 63.03 of the Commission’s Rules, 47 CFR § 63.03, because the proposed transaction would result in the transferee having a less than 10% share in the interstate, interexchange market, the transferee would provide competitive telephone exchange services or exchange services, if any, exclusively in geographic areas served by a dominant local exchange carrier that is not a party to the transactions, and none of the applicants is dominant with respect to any service. See 47 C.F.R. § 63.03(b)(2)(i). 3533/002/X166281.v1 {}


Document Created: 2014-10-01 12:23:38
Document Modified: 2014-10-01 12:23:38
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