Attachment Joint Application

This document pretains to ITC-T/C-20180207-00029 for Transfer of Control on a International Telecommunications filing.

IBFS_ITCTC2018020700029_1332094

Before the FEDERAL COMMUNICATIONS COMMISSION Washington, D.C. 20554 No N N No Nee Ne Ne Ne Nn Sunt! Nes Nt Nee N Ned Nt In the Matter San Isabel Telecom, Inc., Transferor WC Docket No. and IB File No. Futurum Communications Corp dba Forethought.net, Transferee Application, Pursuant to Section 214 of the Communications Act of 1934, as Amended, for Approval of a Transaction that Will Result in the Transfer of Control of San Isabel Telecom, Inc to Futurum Communications Corp dba Forethought.net JOINT APPLICATION San Isabel Telecom, Inc. (FRN 0005061775) ("San Isabel"), and Futurum Communications Corp d/b/a Forethought.net (FRN 0010043339) ("Futurum"), collectively "Joint Applicants," hereby request, pursuant to Section 214 of the Communications Act of 1934, as amended, 47 U.S.C. § 214, and Sections 63.04 and 63.24 of the Commission‘s Rules, 47 C.EF.R. §§ 63.04 and 63.24, approval of a transaction that will result in the transfer of control of San Isabel to Futurum ("Transaction"). Information addressing the requirements of Commission Rule 63.04(a)(6)—(12) (47 C.F.R. § 63(a)(6)—(12)) is set forth in Attachment A. I. INTRODUCTION AND SUMMARY OF TRANSACTION San Isabel provides facilities—based, local exchange and domestic and international interexchange telephone services; broadband Internet access; analog and IP—enabled data network services; wireless; and VoIP services to customers in Colorado. Futurum also provides

facilities based, local exchange and domestic and international interexchange telephone services; broadband Internet access; analog and IP—enabled data network services; wireless; and VoIP services to customers in Colorado. Joint Applicants have entered into an agreement by which Forethought Acquisitions, a holding company which is fully owned by Futurum, will acquire all of the issued and outstanding stock in, and therefore direct control of San Isabel, in exchange for cash. Thereafter, Futurum and San Isabel will continue to provide service to their respective customers without change in rates, terms, or conditions of service. IL. SECTIONS 63.18 AND 63.24(e) INFORMATION (ANSWER TO QUESTION 10) Pursuant to Section 63.24(e) of the Commission‘s Rules, Joint Applicants submit the following information requested in Section 63.18 (a)—(d) and (h)—(p) in support of this application. In accordance with Section 63.24(e)(2), items (i)—(p) pertain to the transferee, only; but, item (h) contains ownership information for both the transferors and the transferee. (a) Names, Addresses, and Telephone Numbers of Applicants (1) Transferor (San Isabel); FRN 0005061775 San Isabel Telecom, Inc. 570 Lindbergh Dr Gypsum, CO 81637 Tel: 719—488—1027 (2) Transferee (Futurum); FRN 0010043339 Futurum Communications Corp dba Forethought.net 2347 Curtis Street Denver, CO 80205 Tel: 303—815—1000 (b) Jurisdiction of Organization San Isabel is a Colorado corporation. Futurum is a Colorado corporation.

(c) Contact Information All correspondence and other communications concerning this application should be directed to: Judith A. Riley Telecom Professionals, Inc. P.O. Box 720128 Oklahoma City, OK 73172—0128 Tel: 405—755—8177 x100 Fax: 405—755—8377 E—mail: jriley@telecompliance.net (d) International Authorizations San Isabel holds authority to provide global facilities—based and global resale services under File No. ITC—214—20060320—00162. Futurum does not hold any international authorizations. Futurum holds domestic operating authority pursuant to Rule 63.01, 47 C.F.R. § 63.01. (h) Ownership and Narrative of Transfer (1) Current Ownership of San Isabel: The following person holds ten percent (10%) or greater direct ownership or control interests in San Isabel and, therefore, under the Commission‘s rules: Name and Address Citizenship Principal Percentage Direct Business Ownership of San Isabel Douglas Wagner United States Telecommunications 100% 570 Lindbergh Dr Gypsum, CO 81637 No other person or entity holds or is attributed with a ten percent (10%) or greater ownership or control interest in San Isabel and San Isabel does not have any interlocking directorships with any foreign carrier.

(2) Current Ownership of Futurum: The following person(s) and entities hold ten percent (10%) or greater direct ownership or control interests in Futurum: Name and Address Citizenship Principal Percentage Direct Business Ownership of Futurum Jawaid Bazyar United States Telecommunications 100% (3) Post—Transaction Ownership of San Isabel: Following consummation of the proposed transaction, the following person(s) and entities will hold ten percent (10%) or greater direct ownership or control interests in San Isabel: Name and Address Citizenship Principal Percentage Direct Business Ownership of San Isabel Forethought Acquisitions United States Telecommunications 100% 2347 Curtis Street Denver, CO 80205 The following person(s) and entities will hold ten percent (10%) or greater direct ownership or control interests in Forethought Acquisitions following consummation of the proposed transaction: . Name and Address Citizenship Principal Percentage Direct Business Ownership of Forethought Acquisitions Futurum Communications Corp dba United States Telecommunications 100% Forethought.net 2347 Curtis Street Denver, CO 80205 No other person or entity will hold or be attributed with a ten percent (10%) or greater ownership or control interest in San Isabel or Futurum and neither San Isabel nor Futurum will have any interlocking directorships with any foreign carrier.

The following person(s) and entities will hold ten percent (10%) or greater direct ownership or control interests in Futurum following consummation of the proposed transaction: Name and Address Citizenship Principal Percentage Direct Business Ownership of Futurum Jawaid Bazyar United States Telecommunications 100% 2347 Curtis Street Denver, CO 80205 No other person or entity will hold or be attributed with a ten percent (10%) or greater ownership or control interest in San Isabel or Futurum and neither San Isabel nor Futurum will have any interlocking directorships with any foreign carrier. (i) As evidenced by the certification attached to this application, Futurum certifies under penalty of perjury under the laws of the United States that neither it nor any affiliate is affiliated with a foreign carrier. (J) As evidenced by the certification attached to this application, Futurum certifies under penalty of perjury under the laws of the United States that it does not, directly or through any affiliate, seek to provide international telecommunications services to any destination country for which any of the statements in subsections 63.18(j)(1)—(4), inclusive, of the Commussion‘s Rules (47 C.F.R. § 63.18(j)(1—(4), inclusive) is true. (k) Not applicable. (0] Not applicable. (m) Not applicable. (n) As evidenced by the certification attached to this application, Futurum certifies under penalty of perjury under the laws of the United States that neither it nor any affiliate has 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 that neither Futurum nor any affiliate will enter into such agreements in the future. (0) As evidenced by the certification attached to this application, Futurum certifies under penalty of perjury under the laws of the United States that that neither it nor any affiliate is 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. (p) This application is eligible for streamlined processing under Section 63.12 of the Commission‘s Rules, 47 CFR § 63.12, which provides that, except as set forth by the exceptions in paragraph (c) of that section, "a complete application seeking authorization under § 63.18 . . . shall be granted by the Commiuission 14 days after the date of public notice listing the application as accepted for filing," and that an "applicant may commence operation on the 15th day after the date of public notice listing the application as accepted for filing, but only in accordance with the operations proposed in its application and the rules, regulations, and policies of the Commission." As none of the exceptions to streamlined processing specified by paragraph (c) of Section 63.12 apply, the instant application is eligible for streamlined processing. III. PUBLIC INTEREST This transaction is in furtherance of private investment decisions by the Joint Applicants‘ respective owners to combine their operations, and to enable the Transferors‘ owners to redeploy 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. Futurum will remain financially—sound and will have the ability to ensure that San Isabel continues to be managed and operated by a highly—experienced and capable team of telecommunications professionals. Following consummation of the transaction, affected customers will continue to receive telecommunications service under existing service and contractual arrangements, without change or disruption. Therefore, Joint Applicants submit that the proposed transaction is in the public interest and should be authorized without delay. CONCLUSION As demonstrated in this application, Joint Applicants submit that the public interest, convenience, and necessity would be furthered by a grant of this application. Respectfully submitted this 30th day of January, 2018. TELECOM PROFESSIONALS, INC. Judith A. Riley P.O. Box 720128 Oklahoma City, OK 73172—0128 Telephone: (405) 755—8177 x100 Facsimile: (405) 755—8377 E—Mail: jriley@telecompliance.net And Lance J.M. Steinhart Managing Attorney Lance J.M. Steinhart, P.C. 1725 Windward Concourse, Suite 150 Alpharetta, GA 30005 Telephone: (770) 232—9200 E—Mail: Isteinhart@telecomcounsel.com Lance J.M. Steinhart Attorneysfor Joint Applicants

LIST OF ATTACHMENTS Certification of Transferor San Isabel Certification of Transferee Futurum Attachment A — Section 63.04 Information

CERTIFICATION OF TRANSFEROR SAN ISABEL TELECOM, INC. I hereby certify that the statements in the foregoing application on behalf of San Isabel Telecorm, Inc. are true, complete, and correct to the best of my knowledge and are made in good faith. 1 declare under penalty of perjury under the laws of the United States that the foregoing is true and correct. San Isabel Telecom, Inc. Chuap2 By:__———A0 x)\ Z3 (~ Name: 3 kw»wio GQ2YE Title: P resiben} Date: \W—34—\)

CERTIFICATION OF TRANSFEREE FUTURUM COMMUNICATIONS CORPORATION DBA FORETHOUGHT.NET I hereby certify that the statements in the foregoing application on behalf of Futurum Communications Corp dba Forethought.net are true, complete, and correct to the best of my knowledge and are made in good faith. I declare under penalty of perjury under the laws of the United States that the foregoing is true and correct. Futurum Communications Corp dba Forethought.net Iitnuwhp Cb24A—C Name: Title: ? Cesipemn1 Date: t—3G— U

ATTACHMENT A SECTION 63.04 INFORMATION Information addressing the requirements set forth in Commission Rule 63.04(a)(6)—(12) is as follows: (a)(6) A description of the transaction is set forth above in section I of this application. (a)(7) San Isabel: Sab Isabel provides facilities—based local exchange and domestic and international interexchange telephone services, broadband Internet access, analog and IP—enabled data network services, wireless, and VoIP services to customers in Colorado. Futurum: Futurum provides facilities—based local exchange and domestic and international interexchange telephone services, broadband Internet access, analog and IP~efiabled data network services, wireless, and VoIP services to customers in Colorado. (a)(8) This application is eligible for strearnlining pursuant to 47 C.F.R. § 63.03 because the proposed transaction would result in Futurum‘s having less than a 10% share in the interstate, interexchange market; Futurum would provide competitive telephone local exchange services exclusively in geographic areas served by a dominant local exchange carrier that is not a party to the proposed transaction, and none of the applicants is dominant with respect to any service. See 47 C.F.R. § 63.03(b)(2)(i). (a)(9) Through this application, Joint Applicants are seeking 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)).

(a)(10) Joint Applicants are not seeking special consideration of this application. (a)(11) Not applicable. (a)(12) A statement showing how grant of this application will serve the public interest, convenience, and necessity is set forth above in section III of this application.


Document Created: 2018-01-30 15:34:06
Document Modified: 2018-01-30 15:34:06
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