QUESTIONS AND ANSWERS ABOUT THE MERGER

The following are questions that you may have as a holder of Q Comm common stock and/or warrants to purchase shares of Q Comm common stock, as well as the answers to those questions. 

Q:   Why are Debisys and Q Comm proposing to merge?

A:   Our companies propose to merge because we believe the combination will provide benefits to our respective stockholders, customers and employees. We believe that by combining the companies we can create a stronger company that will be able to remain competitive in the prepaid communications industry.

Q:  What is happening in the Merger?

A:  Pursuant to the Merger Agreement, a newly-formed wholly-owned subsidiary of Debisys will merge with and into Q Comm, and Q Comm will survive the Merger as a wholly-owned subsidiary of Debisys.  An Information Statement will be mailed to all Q Comm shareholders of record on or about June 1, 2007. The Information Statement will provide additional information about the merger, Q Comm International, Debisys Inc. and follow-up required by all Q Comm shareholders.

Q: If I receive Debisys shares, will they be freely transferable?

A:  No.  Debisys shares issued in the Merger will be “restricted securities” and will NOT be freely transferable in the United States or to a U.S. person until such time, if any, as the shares are registered for resale under the Securities Act, or an exemption from registration is available.  Accordingly, any resale or other disposition of Debisys shares in the United States or to a U.S. person must be made either pursuant to a registration statement filed by Debisys with the U.S. Securities and Exchange Commission, or the SEC, or pursuant to an exemption from the registration requirements of the Securities Act.  Debisys has no obligation to register or qualify the shares of common stock being issued in the Merger for resale, and may never do so, except as otherwise set forth in an agreement expressly granting registration rights to the parties thereto. Q Comm shares will no longer be publicly traded after the merger closes which is anticipated to occur between June 25, 2007 and July 16,  2007. 

Q: How will the Merger affect any outstanding stock options and warrants to purchase Q Comm common stock?

A: At the effective time of the Merger, each outstanding option and warrant to purchase shares of Q Comm common stock will be assumed by Debisys and each holder of an assumed Q Comm option or warrant, as the case may be, shall be entitled, in accordance with the terms of such warrant or option, to purchase after the closing that number of shares of Debisys common stock determined by multiplying the number of shares of Q Comm common stock subject to such Q Comm option or warrant, as applicable, by the Exchange Ratio (as provided in the Information Statement), and the exercise price per share for each such Q Comm option or warrant will equal the exercise price of such Q Comm option or warrant immediately prior to the closing divided by the Exchange Ratio, such exercise price being rounded up to the nearest whole cent.  If the foregoing calculation results in an assumed warrant or option being exercisable for a fraction of a share, then the number of shares of Debisys common stock subject to such option will be rounded down to the nearest whole number with no cash being payable for such fractional share. 

Q: What vote is required by Q Comm stockholders to approve and adopt the Merger Agreement and approve the proposed Merger?

A:   Under Utah law, approval of the Merger Agreement and the transactions contemplated thereby, including the Merger, requires the approval of the holders of a majority of the outstanding shares of Q Comm common stock. Three stockholders of Q Comm, who collectively own approximately 88% of the outstanding shares of Q Comm common stock, have entered into voting agreements with Debisys, pursuant to which they have agreed to vote these shares in favor of the Merger.

Q:  Is the approval of Debisys stockholders required to effectuate the Merger?

A:  No.  Under Nevada law, the state of Debisys’s incorporation, the Debisys stockholders are not required to approve the Merger.

Q:  What does the Q Comm board of directors recommend?

A: The Q Comm board of directors has unanimously (1) approved the Merger and determined that the Merger is fair to, and in the best interests of, Q Comm and its stockholders, (2) approved the Merger Agreement, the Merger, the escrow agreement and the other transactions contemplated by the Merger Agreement, and (3) recommended to the stockholders that they adopt and approve the Merger Agreement, the other transactions contemplated by the Merger Agreement, and the Merger. 

Q: Will I recognize gain or loss for tax purposes?

A:  Debisys and Q Comm intend for the Merger to qualify as a tax-free reorganization within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended (the “Code”).  The closing of the Merger is not conditioned upon the applicability of Section 368(a) of the Code and neither Debisys nor Q Comm’s counsel is opining as to the tax treatment of the transaction.  You should consult your tax advisor as to the particular tax consequences the Merger may have to you, including the effects of applicable state, local, foreign or other tax laws and possible changes in tax laws.

Q:   Who can help answer my questions?

A:  If after receiving and reviewing the Information Statement, you have any questions about the Merger or information received, please contact investors relations at (866) 571-2666.