Attachment Attachment 1

This document pretains to ITC-T/C-20170607-00111 for Transfer of Control on a International Telecommunications filing.

IBFS_ITCTC2017060700111_1235183

Before the FEDERAL COMMUNICATIONS COMMISSION Washington, DC 20554 In the Matter of Application for the Transfer of Control of T3 Communications, Inc., Transferor to Shift8 Technologies, Inc., Transferee Application Pursuant to Section 214 of the File No. ITC—TC—2017 Communications Act of 1934 and Section 63.24 of the Commission‘s Rules for Consent to the Transfer of Control of T3 Communications, Inc., Transferor to Shifts Technologies, Inc., Transferee and Application Pursuant to Section 214 of the WC Docket No. 17— Communications Act of 1934 and Section 63.04 of the Commission‘s Rules for Consent to the Transfer of Control of T3 Communications, Inc., Transferor to Shift8 Technologies, Inc., Transferee Attention: International Bureau and Wireline Competition Bureau COMBINED/JOINT INTERNATIONAL AND DOMESTIC APPLICATION FOR TRANSFER OF CONTROL Pursuant to section 214 of the Communications Act of 1934, as amended (the "Act"), and sections 63.04 and 63.24 of the Commission‘s rules, this Application seeks Commission approval to transfer control of the stock of T3 Communications, Inc. ("T3 Com") to Shift$ Technologies, Inc. ("Shift8") (the "Acquisition"). T3 Com holds authority to provide domestic and international

telecommunications services pursuant to section 214 of the Act. On May 8, 2017, Shift8 entered into an Agreement and Plan of Merger with T3 Communications, Inc. ("T3 Com"). Pursuant to the Agreement, Shift§ Technologies, Inc. ("Shift8"), a Nevada corporation. will form T3 Acquisition, Inc. ("T3 Acquisition"), a Florida corporation. T3 Acquisition will merge with and into T3 Com, with T3 Com as the survivor. As a result of the merger, T3 Com will become a wholly owned subsidiary of Shift8. The T3 Shareholders will receive cash in exchange for their shares of T3 Com. T3 Com is a provider of interstate, international and intrastate interexchange telecommunications services. The customers of T3 Com will benefit from the greater financial resources and assets of Shift8 that will result from consummation of the ultimate transaction. This transaction will help ensure continuity of service and enhance the ability of T3 Com to offer a broader range of innovative products and services to consumers. The transfer of control will therefore serve to enhance the overall capacity of T3 Com to compete in the marketplace and to provide telecommunications services for a greater number of consumers at competitive rates. Grant of this Application will clearly promote competition in the interstate and international long distance telecommunications markets and will serve the public interest. I. INFORMATION REQUIRED BY SECTION 63.24 This Application seeks authority to transfer the control of the stock of T3 Com which holds authority pursuant to section 214 of the Act to provide domestic interstate and international telecommunications service to Shift8. Section 63.24(e)(2) of the Commission‘s rules requires that an application for a substantial transfer of control of a carrier holding international section 214 authority include the following information, as described in section 63.18: * T3Com holds domestic and international authority pursuant to section 214 of the Act. Authority was granted in File No, ITC—214—20070911—00377 on October 11, 2007.

(a) The name, address and contact number of the transferor is: T3 Communications, Inc. 2401 First St. #300 Fort Myers, FL 33901 Phone (239) 333—3005 The name, address and contact number of the transferee is: Shifts Technologies, Inc. 3463 Magic Drive, Suite 355 San Antonio, TX 78229 Phone (210) 775—0888 The name, address and contact number of the holder of section 214 authorities is: T3 Communications, Inc. 2401 First St. #300 Fort Myers, FL 33901 Phone (239) 333—3005 (b) T3 is a Florida corporation. Shift8 is a Nevada corporation (c) Correspondence concerning this Application should be addressed to: Leon Nowalsky, Esq. Nowalsky & Gothard. APLLC 1420 Veterans Blvd. Metairie, LA 70005 Phone: (504) §32—1984 Fax: (504) 831—0892 Email: Inowalsky@nbglaw.com (d) T3 was granted authority in File No. ITC—214—20079011—00377 Responses (e) through (g) are not applicable to this Application. (h) The following are the names, addresses, citizenship, and principal businesses of any person or entity that will directly or indirectly own at least ten percent of the equity of the applicants. There will be no interlocking directorates with any foreign cartier.

T3 Communications, Inc. (Transferor) T3 Communications, Inc. 2401 First Street #300 Fort Myers, FL 33901 Attn: Josh P. Reel, President CEO 14.28% owned by Steven C. Phone: (239) 333—3005 Jones, an individual Fax: (239) 333—0305 Email: j.ree!l@t3com.net 30.8% owned by Tee Three, Citizenship: Florida corporation LLP Primary Business: Telecommunications Steven C. Jones, an individual 1740 Persimmon Drive Owns 14.28% of T3 Naples, FL 34109 Communications, Inc. Citizenship: United States Primary Business: Financial Services Tee Three, LLP Owns 30.8% of T3 1404 Dean Street, Suite 100 Communications, Inc. Ft Myers, FL 33901 Florida limited liability partnership Primary Business: Investment Matthew L. Davis DDS Pension Plan 40—2 Barkley Circle Owns 12.953900% of Tee Fort Myers, FL 33901 Three, LLP. There are no additional 10% owners with voting or equity interests in T3 Communications, Inc. Steven C. Jones does not own any other telecommunications companies. Tee Three, LLP does not own any other telecommunications companies. Shift 8 Technologies, Inc. (Transferee) Shift8 Technologies, Inc. 3463 Magic Drive, Suite 355 San Antonio, TX 78229 Attn: Arthur L. Smith, President & CEO 100% owned by Digerati Phone: (210) 775—0888 Technologies, Inc. Fax: (210) 693—1012 Email: art.smith@shift8networks.net

Digerati Technologies, Inc. 3463 Magic Drive, Suite 355 San Antonio, TX 78229 Phone (210) 775—0888 Ext 1062 36.43% owned by Flagship Fax (210) 693—1012 Oil and Gas Corp. Citizenship: Nevada corporation Primary Business: Telecommunications Flagship Oil and Gas Corp. Owns 36.43% of 3463 Magic Drive, Suite 355 Digerati Technologies, San Antonio, Texas 78229 Inc. Phone (210) 446—5188 Primary Business: Oil and Gas Craig K. Clement, an individual Owns 100% of Address: 626 Jessamine Street Flagship Oil and Gas San Antonio, Texas 78209 Citizenship: United States Primary Business: Oil and Gas There are no other 10% or more owners voting or equity in Flagship Oil and Gas Corp. Flagship does not have any ownership interest in any other telecommunications companies. ® Applicants certify that they are not, and following the proposed transaction will not be, affiliated with any foreign carrier within the meaning of section 63.09(d) and (e). G The Applicants certify that they do not seek authority to provide service to any country described in paragraphs (1) through (4) of section 63.18(j). ) Not applicable. 1 Not applicable. (m) Not applicable. (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 ofthe route and will not enter into such agreements in the future. (0) Applicants certify that no party to the Application is subject to a denial of Federal benefits pursuant to section 5301 of the Anti—Drug Abuse Act of 1988.

(p) This international section 214 Application qualifies for streamlined processing pursuant to section 63.12 because the applicants are not affiliated with any foreign catriers; are not affiliated with any dominant U.S. carriers whose international switched or private line services the applicant seeks authority to resell; and do not seek authority to provide switched basic services over private lines to a country for which the Commission has not previously authorized the provision of switched services over private lines. This Application therefore should be granted, pursuant to section 63.12(a), fourteen days after the date of public notice listing this Application as accepted for filing. IL ADDITIONAL INFORMATION REQUIRED BY SECTION 63.04 This Application seeks Commission consentto transfer control of T3 Communications, Inc., which holds authority to provide domestic and international telecommunications services pursuant to section 214 of the Act. Pursuant to section 63.04(b) of the Commission‘s rules, the parties submit the following information in support of this Application in response to items 6 through 12 of section 63.04(a): 6) As set forth above, this Application seeks Commission consent to transfer control of the stock of T3 Com to Shift8. As a result of the transfer, T3 Com will continue to operate and will be wholly owned by Shift8 Technologies, Inc. 7) [intentionally omitted] 8) This Application qualifies for streamlined processing under section 63.03(b)(2)(I) because the transferee will have a market share in the interstate interexchange market of less than 10 percent, the transferee will provide competitive telephone exchange services or exchange access services exclusively in geographic areas served by a dominant local exchange carrier that is not a party to the proposed transaction, and no party to this Application is dominant with respect to any service. (9) The parties will file a slamming certification letter with the Commission, if necessary. (10) Only standard streamlined processing of this domestic section 214 transfer of control application is sought pursuant to Section 63.03. (11) No waiver requests are being filed in conjunction with the transaction. (12) As discussed above, grant of this Application will strengthen T3 Com as the post— transaction company and will become a stronger competitor in the marketplace for interstate and international telecommunications services. The customers of T3 Com will benefit from Shift8‘s resources and assets, which will help ensure continuity of service and enhance the ability of T3 Com to offer a broader range of innovative products and services to customers. Grant of this Application will promote competition in the domestic interexchange and international telecommunications markets and will serve the public interest.

L CONCLUSION For the foregoing reasons, this Application respectfully requests that the Commission consent to the transfer of control of T3 Com to Shift8. Respecifully submitted, ho. MAnaetoky : Leon Nowalsky, Esq. /24‘ Nowalsky & Gothard A Professional Limited Liability Company 1420 Veterans Blvd. Metairie, LA 70005 Telephone: (504) 832—1984 Counsel for T3 Communications, Inc. and Shift8 Technologies, Inc.

STATEOF FL. pariso® _|Lo o. VERIFICATION I, MM_, am thke _GGQ. of%w‘afi%and am authorized to make this verification on its behalf. The statements made in the foregoing Application are true ofmy own knowledge, except as to those matters which are therein stated on information and belief, and as to those matters I believe them to be true. Sworn to and subscribed before me, Notary Public, in and for the State and Parish named above, MSLS—Lday of , l’g intg , 2017 MOLLY PLACE MY COMMISSION #FF161048 EXPIAES September 17, 2018 Notary Public i (401;5'&'1‘3-0!53 FloniWaNotarySorvice.coin My commission expires: fl [ 17 l P4cwl4

State of :E Z County of _/ 9 0 AFEIDAVIT The applicant below certifies that neither applicant nor any other party to the application is subject to a denial of Federal benefits that includes FCC benefits pursuant to Section 5301 of the Anti—Drug Act of 1988, 21U.S.C. Section 862, because of a conviction for possession or distribution of a controlled substance. Sg_?m to and subscribed before me this l day of 2017 ’? MOLLY PLACE No lic uK.. +] my commission #rristoss %fifiig EXPINES September 17,2018 My commission expires 9 ] wo7) sbe—oisg FloridaNotaryService.cam J

state or_/266 CoUnNnTY OF EEMM/ VERIFICATION I, 4»{»&,@: L. Smowh am the LR of Shirty Tecdnclogin s T and am authorized to make this verification on its behalf. The statements made in the foregoing Application are true of my own knowledge, except as to those matters which are therein stated on information and belief, and as to those matters I believe them to be true. Sworn to and subscribed before me, Notary Public, in and for the State and County named above, this 4yiél. day of Sinet, 2017 C/)'/‘ Anie 4@%&[@ Notary Public My commission expires\.«jfif/Llekr«7}{ ‘30[:90 / ‘? MARIE A. SMITH MY COMMISSION EXPIRES January 80, 2018

State of ’; EXAS County of B&’/YAR AFFIDAVIT The applicant below certifies that neithér applicant nor any other party to the application is subject to a denial of Federal benefits that includes FCC benefits pursuant to Section 5301 of the Anti—Drug Act of 1988, 21U.S.C. Section 862, because of a conviction for possession or distribution of a controlled substance. inted Name: _Zn¢¥ uy~ Z. Sm ///é Title: _CfZe _ Company Name: Chirry J Zchna/9&;‘,17«;, Address: ézé Z @[4: Hyive Su‘te Pyz Address: —Mh@fi@—ngl 2e * Swox;nt to and subscribed before me this Q”_— day of » &2 , 2017 % )@’ue/fi _QZM_% Notary Public My commission expires“\‘il—/mféfiflf 4;,;50@90/P MARIE A. SMITH MY COMMISSION EXPIRES Jamrary 80, 2018


Document Created: 2017-06-07 13:40:26
Document Modified: 2017-06-07 13:40:26
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