20250124Notice of Proposed Transfer of Indirect Control.pdf

RECEIVED
2025 January 24 PM 2:59
IDAHO PUBLIC
UTILITIES COMMISSION
January 24, 2025
VIA E-MAIL AND FEDEX
Monica Barrios-Sanchez, Secretary
Idaho Public Utilities Commission
472 West Washington Street
Boise, ID 83702
[e-mail]
Re: Notification Regarding the Proposed Transfer of Indirect Control of QuantumShift
Communications, Inc.to AppSmart TGN, Inc.
Dear Secretary Barrios-Sanchez:
QuantumShift Communications, Inc. ("QuantumShift" or"Licensee"),vCom Solutions,
Inc. ("vCom" or"Transferor"), and AppSmart TGN, Inc. ("AppSmart TGN" or"Transferee,"
and together with Transferor and Licensee, the "Parties"), through undersigned counsel, notify
the Commission of the proposed transfer of indirect control of the Licensee to Transferee (the
"Proposed Transaction").
Because Commission approval is not required for the Proposed Transaction, the Parties
submit this notification for informational purposes. The Parties request that the Idaho Public
Utilities Commission accept this notification and update its records accordingly to reflect this
Proposed Transaction.
Description of the Parties
A. Transferor and the Licensee
vCom Solutions, Inc. is a California corporation and the direct parent entity of
QuantumShift with its principal place of business at 12657 Alcosta Blvd., Suite 418, San Ramon,

CA 94583. vCom is a software and managed services company that provides business customers
with information technology solutions to help them plan, procure, and manage their IT and
communications spend.
vCom's wholly-owned subsidiary, QuantumShift, is a competitive local exchange carrier
that offers intrastate and interstate telecommunications on a resale basis, and it does not own or
operate any communications facilities. Licensee is a California corporation with its principal
place of business at 12657 Alcosta Blvd., Suite 418, San Ramon, CA 94583. QuantumShift
works with a range of facilities-based and reseller carriers, and resells IP services,both
traditional local and long-distance switched voice service, mobile voice and data, as well as
interconnected VoIP service. QuantumShift's customer base consists entirely of small and
medium business and enterprise customers and does not include any consumers. These
customers include financial institutions, healthcare organizations, and professional services
firms, among others. QuantumShift holds a certificate of public convenience and necessity to
provide local exchange and interexchange telecommunications services in Idaho pursuant to
Order No. 28776 to MVX.COM Communications, Inc., which subsequently changed its name to
QuantumShift Communications, Inc. QuantumShift is also authorized by the FCC to provide
domestic and international telecommunications services.
B. Transferee—AppSmart TGN, Inc.
AppSmart TGN is a Idaho corporation. It provides limited international and toll-free
telecommunications services on a resale basis to business customers.AppSmart TGN's ultimate
parent company,AppDirect, Inc. ("AppDirect"), provides business-to-business cloud

marketplace and cloud management services across the United States.AppDirect provides these
services internationally to a customer base across more than 25 countries,with global offices in
Canada, Germany, India, and Argentina.
Desi-2nated Contacts
Questions, correspondence, or other communications concerning this Notification should
be directed to:
For Transferor and Licensee:
Jenna Brown
vCom Solutions
12657 Alcosta Blvd., Suite 418
San Ramon, CA 94583
Tel: [phone]
[e-mail]
For Transferee: With copies for Transferee:
H. Henry Shi Alexandra Tremblay
HWG LLP Associate General Counsel, Strategic
1919 M Street NW Suite 800 Transactions
Washington,DC 20036 AppDirect,Inc.
Tel: [phone] 447 Sutter St Ste 405 PMB1116
[e-mail] San Francisco, CA 94108
Tel: [phone]
[e-mail]
Description of the Proposed Transaction
Upon consummation of the Proposed Transaction, Transferee will acquire one hundred
percent(100%)of the issued and outstanding stock of vCom,and will indirectly acquire ownership
and control of QuantumShift. Diagrams depicting the current and post-Proposed Transaction
corporate ownership structure of the QuantumShift are provided as Exhibit A.

After consummation of the Proposed Transaction, QuantumShift will continue to exist
and operate under the same name and will continue to provide services pursuant to then-existing
rates,terms, and conditions for the near term.Any future changes to the rates, terms, and
conditions of service will be undertaken pursuant to customers'contracts and applicable law. No
carrier change charges will result from the Proposed Transaction, and no customer service or
billing contact information will change as a result of the Proposed Transaction. Therefore, the
Proposed Transaction will not impact QuantumShift's customers. The Proposed Transaction will
entail a change in the equity ownership of QuantumShift; there will be no sale of its individual
assets or liabilities.Additionally, after the consummation of the Proposed Transaction, several
senior members of QuantumShift's management team are expected to continue with
QuantumShift and be involved in QuantumShift's day-to-day operations.
Public Interest Considerations
Parties submit that the Proposed Transaction described herein will serve the public
interest. QuantumShift will continue to have the financial, managerial, and technical resources to
provide intrastate telecommunications services under AppSmart TGN's ultimate ownership and
control. Upon closing, Parties anticipate that the additional financial, managerial, and technical
resources that AppSmart TGN will bring to QuantumShift will enhance the ability of
QuantumShift to compete even more vigorously in the telecommunications marketplace.
Experienced management and employees will continue to support QuantumShift's operations.
Consequently, QuantumShift will continue to possess the financial, managerial, and technical
qualifications to provide telecommunications services in Idaho.
Parties submit that the Proposed Transaction will serve the public interest, convenience,
and necessity by providing QuantumShift with access to AppSmart TGN's financial resources,

permitting QuantumShift to continue to provide robust communications solutions to its
enterprise customers and to better compete in the Idaho telecommunications marketplace. As a
result of the Proposed Transaction, QuantumShift believes it will be able to compete more
effectively against incumbent carriers and larger competitive carriers.
The Proposed Transaction will have no adverse impact on customers and will not alter the
manner of service delivery or billing. Immediately following the Proposed Transaction,
QuantumShift will continue to provide service at the same rates, terms, and conditions and
without any interruption of service. QuantumShift will continue to comply with existing
contracts and tariffs, as applicable, subject to change in the ordinary course of business and in
accordance with applicable law. Furthermore, the Proposed Transaction will not have an adverse
effect on competition in the markets for intrastate and interstate telecommunications services.
AppSmart TGN does not offer or provide telecommunications services in Idaho.
Should you have any questions concerning this filing, please do not hesitate to contact the
undersigned.
Respectfully submitted,
/s/Jenna Brown /s/H. Henry Shi
Jenna Brown H. Henry Shi
vCom Solutions HWG LLP
12657 Alcosta Blvd., Suite 418 1919 M Street N.W., Suite 800
San Ramon, CA 94583 Washington, D.C. 20036
Tel: [phone] Tel: [phone]
[e-mail] [e-mail]
Alexandra Tremblay

Associate General Counsel, Strategic
Transactions
AppDirect, Inc.
447 Sutter St Ste 405 PMB 1116
San Francisco, CA 94108
Tel: [phone]
[e-mail]
Counsel for Transferee
Dated: January 24, 2025

LIST OF EXHIBITS
Exhibit A Current and Post-Proposed Transaction Corporate Ownership Structure
Charts

EXHIBIT A
Current and Post-Proposed Transaction Corporate Ownership Structure Charts

QuantumShift Communications, Inc. and QuantumShift Communications of Virginia, Inc.
Current Ownership Structure
Hilal Family Living
<10% Gary Storm Joseph Condy Trust(Sameer Hilal,
Shareholders Trustee)
5/7%Equity/Voting 45.5%Equity/Voting 23.5%Equity/Voting 25.3%Equity/Voting
100%Equity/Voting
vCom Solutions,
Inc. (California)
(Transferor)
100%Equity/Voting 100%Equity/Voting
QuantumShift QuantumShift
Communications of Communications,
Virginia,Inc. Inc.
(Virginia) (California)

QuantumShift Communications, Inc. and QuantumShift Communications of Virginia, Inc.
Post-Closing Ownership Structure
<10% Daniel Saks Nicolas Desmarais Paul Desmarais Jr.
Shareholders (Canada) (Canada) (Canada)
69.1%Equity 6.4%Equity 12.8%Equity 15.8%Equity
24.0%Voting 23.9%Voting 45.0%Voting 6.1%Voting
AppDirect,Inc.
(Delaware)
100%Equity/Voting
AppSmart,hic.
(Delaware)
100%EquityNoting
AppSmart Agent Services,Inc.
(Delaware)
100%EquityNoting
AppSmart TGN,Inc.
(Delaware)
(Transferee)
100%Equity/Voting
vCom Solutions,Inc.
(California)
(Transferor)
100%EquityNoting 100%Equity/Voting
QuantumShift Communications QuantumShift
of Virginia,hic. Communications,Inc.
(Virginia) (California)