Attachment Attachment 1

This document pretains to ITC-T/C-20171108-00203 for Transfer of Control on a International Telecommunications filing.

IBFS_ITCTC2017110800203_1301455

NOWALSKY & GOTHARD A Professional Limited Liability Company Attorneys at Law LEON L. NowaLsky . 1420 Veterans Memorial Blvd. EDWARD P. GOTHARD Metairie, Louisiana 70005 Telephone: (504) 832—1984 Facsimile: (504) 831—0892 November 7, 2017 Marlene Dortch, Secretary Federal Communications Commission 445 12"" Street SW Washington, DC 20554 RE: Notification of Pro Forma Transaction UVNV, Inc. d/b/a Ultra Mobile, Primo Connect, Inc., BA Telecom and Ka‘ena Corporation Dear Secretary Dortch: UVNV, Inc. d/b/a Ultra Mobile ("UVNV"), Primo Connect, Inc. ("Primo"), BA Telecom, Inc. ("BA Telecom") and Ka‘ena Corporation ("Ka‘ena") , pursuant to Section 63.24 (F) of the Commission‘s Rules, hereby notifies the Commission of a series ofproforma transactions involving reorganization of the corporate structure ofthe above entities which share common ownership pre— and post— transaction. The entities and individuals who own the licensed entities remain substantially the same throughout the reorganizations, with more than fifty—percent (50%) ownership and equity remaining with the originial owners. Transaction A: On February 5, 2016, Ka‘ena Corporation ("Ka‘ena" or "Transferee"), a Maine corporation, was formed as a holding company by the Common and Preferred shareholders of UVNV, which owned all of the shares of stock of Primo. Ka‘ena became the holder of all of the issued and outstanding sharesof stock of UVNV and UVNV contributed all ofits equity in Primo to Ka‘ena, making Primo a wholly—owned subsidiary of Ka‘ena. (UVNV and Primo are hereinafer referred to as "Transferors"). In accordance with Section 63.24 (F) of the Commission‘s Rules, we provide the following information in paragraphs (A) through (H) of Section 63.18 for both the Transferor and Transferee: (A) Transferors: UVNV, Inc. 3195—A Red Hill Costa Mesa, CA 92626 Phone (§88) 777—0446

Page —2— November 7. 2017 Primo Connect, Inc. 1550 Scenic Avenue, Suite 100 Costa Mesa, CA 92626 Phone (323) 287—6833 Transferee: Ka‘ena Corporation Address: 1550 Scenie Avenue, Suite 100 City, State ZIP: Costa Mesa, CA 92626 Phone: (323) 287—6833 (B) UVNV was organized under the laws of the State of Nevada. Primo was organized under the laws ofthe State of Delaware. BA Telecom was organized under the laws of the State of Nevada. Ka‘ena was organized under the laws of the State of Maine. (C) Correspondence concerning this notice should be sent to: Leon Nowalsky Nowalsky & Gothard, APLLC 1420 Veterans Blvd. Metairie, Louisiana Phone (504) 832—1984 Email: Inowalsky@nbglaw.com (D) UVNV is a Delaware corporation and holds FCC 214 International License ITC—214— 20141103—00290 granted 11/21/14 to provide Global or Limited Global Resale Service. Primo is a Delaware éorporation and holds FCC 214 International License ITC—214— 20160504—00148 granted 5/20/2016 to provide Global or Limited Global Resale Service. See Pre— and Post Organizational Charts in Exhibit A. (8) The following individuals or entities directly (or indirectly) held ten (10%) percent or more of the voting equity interest in the Transferors: Transferor(s) UVNV. Inc. David & Paige Glickman Family Trust 55.64% United States Trust 1550 Scenic Avenue, Suite 100 Costa Mesa, CA 92626—1420 United States Trust

Page —3— November 7, 2017 David Schofield, an individual 13.84% Citizenship: United States 21121 Lockhaven Circle Huntington Beach, CA 92646 Chris Furlong, an individual 13.8% Citizenship: United States 3978 46"" Street Sunnyside, NY 11104 Primo Connect. Inc. UVNYV, Inc. 100% See above for UVNV Ownership Transferee Ka‘Ena Corporation David and Paige Glickman Family Trust 56.61% United States Trust 1550 Scenic Avenue, Suite 100 Costa Mesa, CA 92626—1420 David Schofield, an individual 14.06% 21121 Lockhaven Circle Huntington Beach, CA 92646 Chris Furlong, an individual 14.03% 3978 46Street Sunnyside, NY 11104 Transaction B:; On November 1, 2017, Primo and BA Telecom, Inc. ("BA Telecom") further reorganized resulting in BA Telecom becoming a direct subsidiary of Primo. See Pre and Post Organization Charts in Exhibit B. All of the ultimate ownership information remained essentially the same both pre— and post— reorganization. In accordance with Section 63.24 (F) of the Commission‘s Rules, we provide the following information in paragraphs (A) through (H) of Section 63.18 for both the Transferor and Transferee:

Page —4— November 7. 2017 (A) Transferor: BA Telecom, Inc. 21121 Lockhaven Circle Huntington Beach, CA 92646 Phone (714) 271—5500 Transferee: Primo Connect, Inc. 1550 Scenic Avenue, Suite 100 Costa Mesa, CA 92626 Phone (323) 287—6833 (B) Primo was organized under the laws ofthe State of Delaware. BA Telecom was organized under the laws of the State of Nevada. (C) Correspondence concerning this notice should be sent to: Leon Nowalsky Nowalsky & Gothard, APLLC 1420 Veterans Blvd. Metairie, Louisiana Phone (504) §32—1984 Email: Inowalsky@nbglaw.com (D) Primo is a Delaware corporation and holds FCC 214 International License ITC—214— 20160504—00148 granted 5/20/2016 to provide Global or Limited Global Resale Service. BA Telecom is a Nevada corporation and holds FCC 214 International License ITC—214— 20141103—00292 granted 11/28/2014 to provide Global or Limited Global Resale Service. (8) The following individuals or entities directly (or indirectly) held ten (10%) percent or more ofthe voting equity interest in the Transferors: Transferor BA Telecom. Inc. The David & Paige Glickman Family Trust 61.1% David and Paige Glickman, Trustees United States Trust 1550 Scenic Avenue, Suite 100 Costa Mesa, CA 92626—1420

Page —5— November 7. 2017 David Schofield 15.04% Citizenship: United States < 21121 Lockhaven Circle Huntington Beach, CA 92646 Chris Furlong 13.03% Citizenship: United States 3978 46 Street Sunnyside, NY 11104 Transferee Primo Connect. Inc. Ka‘ena Corporation 100% See above for Ka‘ena ownership info Should you have any additional questions please contact the undersigned. Sincerely, K.é«e A//i%{fc,é,,&? Leon Nowalsky /4 LLN/rph Enclosure

Transaction "A" Pre —Transaction UVNV, Inc. Ka‘ena Corporation Primo Connect, Inc. Post —Transaction Ka‘ena Corporation UVNV, Inc. Primo Connect, Inc.

Transaction "B" —Transaction BA Telecom, Inc. Ka‘ena Corporation / UVNV, Inc. Primo Connect, Inc. Transaction "B" Post —Transaction Ka‘ena Corporation _ UVNV, Inc. Primo Connect, Inc. BA Telecom, Inc.


Document Created: 2017-11-08 14:34:35
Document Modified: 2017-11-08 14:34:35
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