FSNN I know you have no doubts but just in case

FSNN I know you have no doubts but just in case

Approved as Recommended

and so Ordered

By the Commission

(Document certified by Secretary <secretary@dps.ny.gov> Signed by Secretary <secretary@dps.ny.gov> Time: 2012.07.17 11:17:59 -04'00' Reason: Digitally signed by Secretary Location: New York Public Service Commission

JACLYN A. BRILLING

Secretary

Issued and Effective July 17, 2012

STATE OF NEW YORK

DEPARTMENT OF PUBLIC SERVICE

June 15, 2012

TO: THE COMMISSION

FROM: Office of Telecommunications

SUBJECT: CASE 12-C-0263 – Joint Petition of Fusion Telecommunications

International, Inc., NBS Acquisition Corporation, and Network Billing

Systems, LLC for Approval (1) for the Transfer of Control of Network

Billing Systems, LLC and (2) for Network Billing Systems, LLC to

Participate in New Financing Arrangements of Fusion Telecommunications

International, Inc.

SUMMARY OF

RECOMMENDATION: Staff recommends that approval be granted, pursuant to

Sections 100 and 101 of the Public Service Law, for: (1) the

transfer of control of Network Billing Systems, LLC, to

Fusion Telecommunications International and NBS

Acquisition Corporation; and (2) for Network Billing Systems,

LLC to participate in certain financing arrangements of Fusion

Telecommunications International, Inc.

SUMMARY

By joint petition filed June 5, 2012, pursuant to Sections 100 and 101 of the

Public Service Law, Fusion Telecommunications International, Inc. (“Fusion”), NBS

Acquisition Corporation and Network Billing Systems, LLC (Petitioners) request

approval for the transfer of control of Network Billing Systems, LLC (“NBS”) and for

approval for Network Billing Systems to participate in new financing arrangements of

Fusion Telecommunications International, Inc.

To facilitate the transfer, NBS Acquisition Corporation, (“Newco”), will be

established as a wholly-owned direct subsidiary of Fusion and will acquire all of the

outstanding equity interests in NBS. As a result, NBS will become a wholly-owned

direct subsidiary of Newco and a wholly-owned indirect subsidiary of Fusion as

illustrated in the Post-Transaction Organizational Chart.1 In addition, pursuant to Section

101 of the Public Service Law the Petitioners request Commission approval to participate

in certain financing arrangements related to the transfer of control transaction. While the

proposed transaction will result in a change in NBS ownership, no transfer of

authorizations, assets or customers will occur as a result of the proposed transaction.

Commission approval of the petition is recommended.