Attachment Attachment 1

This document pretains to ITC-ASG-20101013-00399 for Assignment on a International Telecommunications filing.

IBFS_ITCASG2010101300399_845040

Zone Telecom, Inc.
October 13, 2010
Joint International and Domestic Application for the Consent to
Assignment and Transfer of Control of 214 Authorized Carrier
Attachment 1 (page 1 of 12)


        The instant application seeks Commission approval to assign and transfer control of Zone
USA, Inc.’s (“Zone USA’s”) international 214 authorization to Zone Telecom, Inc. (“Zone
Telecom”) in connection with a proposed transfer of control transaction involving Associated
Network Partners, Inc. (“ANPI”). A separate transfer of control application has been
concurrently filed to seek Commission approval for the transfer of control involving ANPI. Both
of these applications should be reviewed as part of the same overall transaction.


ANSWER TO QUESTION 10:

        In response to 47 C.F.R. § 63.18(c):

      Please direct all correspondence concerning this application for Zone USA and Zone
Telecom to the following:

        Eamon Egan
        Chief Financial Officer
        3 Executive Campus, Suite 520
        Cherry Hill, NJ 08002
        Phone: (856) 414-6904

        Thomas K. Crowe
        Cheng-yi Liu
        Law Offices of Thomas K. Crowe, P.C.
        1250 24th St., NW, Suite 300
        Washington, D.C. 20037
        Phone: (202) 263-3640

        Please direct all correspondence concerning this application for ANPI to the following:

        Joseph O’Hara
        Chief Financial Officer
        3130 Pleasant Run
        Springfield, IL 62711
        Phone: (217) 698-2860

        Associated Network Partners, c/o Joseph D Murphy
        Meyer Capel, PC
        306 W. Church St.
        Champaign, IL 61826-6750
        Phone: (217) 352-0030


Zone Telecom, Inc.
October 13, 2010
Joint International and Domestic Application for the Consent to
Assignment and Transfer of Control of 214 Authorized Carrier
Attachment 1 (page 2 of 12)

        In response to 47 C.F.R. § 63.18(d):

        Zone USA previously received authority under Section 214 of the Act to provide
international switched services on a facilities-based (Section 63.18(e)(1)) and resale basis
(Section 63.18(e)(2)) under File No. ITC-214-20000717-00403. Zone USA also holds a separate
global resale authorization under File No. ITC-214-19970311-00142, which was obtained by the
company in a prior transaction whereby Zone USA acquired the assets of another 214 authorized
carrier. Zone Telecom is currently a wholly owned subsidiary of Zone USA, and operates under
the international 214 authorization of its parent company, File No. ITC-214-20000717-00403.

       ANPI previously received authority under Section 214 of the Act to provide international
switched services on a resale basis under File No. ITC-96-123.


ANSWER TO QUESTION 11:

        Current Ownership for Zone Telecom, Inc.

        The following persons or entities currently hold, directly or indirectly, at least ten (10)
percent of the equity in Zone Telecom as determined by successive multiplications in the manner
specified in the note to Section 63.18(h) of the Commission’s rules:

Name/Address                      % of Shares          State of Incorporation     Principal Occupation/
                                                                                  Business
Zone USA, Inc.                    100% direct          Delaware                   Holding Company
3 Executive Campus, Suite 520     ownership of Zone
Cherry Hill, NJ 08002             Telecom, Inc.

        The following individuals or entities hold a ten percent (10%) or greater direct ownership
interest in Zone USA:

Name/Address                      % of Shares          Country of Incorporation   Principal Occupation/
                                                                                  Business
ZONE Global Limited               100% direct          British Virgin Islands     Holding Company
c/o                               ownership of Zone
3705 Gloucester Tower             USA, Inc.
The Landmark
11 Pedder Street
Central, Hong Kong

        The following individuals or entities hold a ten percent (10%) or greater direct ownership
interest in ZONE Global Limited:


Zone Telecom, Inc.
October 13, 2010
Joint International and Domestic Application for the Consent to
Assignment and Transfer of Control of 214 Authorized Carrier
Attachment 1 (page 3 of 12)

Name/Address                      % of Shares          Country of Incorporation   Principal Occupation/
                                                                                  Business
Cyberman Limited                  100% direct          British Virgin Islands     Holding Company
c/o                               ownership of
3705 Gloucester Tower             ZONE Global
The Landmark                      Limited
11 Pedder Street
Central, Hong Kong

        The following individuals or entities hold a ten percent (10%) or greater direct ownership
interest in Cyberman Limited:

Name/Address                      % of Shares          Country of Incorporation   Principal Occupation/
                                                                                  Business
e-Kong Pillars Holdings Limited   100% direct          British Virgin Islands     Holding Company
c/o                               ownership of
3705 Gloucester Tower             Cyberman Limited
The Landmark
11 Pedder Street
Central, Hong Kong

        The following individuals or entities hold a ten percent (10%) or greater direct ownership
interest in e-Kong Pillars Holdings Limited:

Name/Address                      % of Shares          Country of Incorporation   Principal Occupation/
                                                                                  Business
e-Kong Group Limited              100% direct          Bermuda                    Holding Company
c/o                               ownership of e-
3705 Gloucester Tower             Kong Pillars
The Landmark                      Holdings Limited
11 Pedder Street
Central, Hong Kong

        The following individuals or entities hold a ten percent (10%) or greater direct ownership
interest in e-Kong Group Limited:

Name/Address                      % of Shares          Country of Incorporation   Principal Occupation/
                                                                                  Business
Goldstone Trading Limited         19.1% direct         British Virgin Islands     Investment Holding
c/o                               ownership of e-
Unit C, 26/F                      Kong Group
CNT Tower                         Limited
338 Hennessy Road
Wanchai, Hong Kong
Great Wall Holdings Limited       13% direct           Niue                       Investment Holding
c/o                               ownership of e-
Room 402                          Kong Group
Hung Kei Mansion                  Limited
5-8 Queen Victoria Street
Central, Hong Kong


Zone Telecom, Inc.
October 13, 2010
Joint International and Domestic Application for the Consent to
Assignment and Transfer of Control of 214 Authorized Carrier
Attachment 1 (page 4 of 12)

Future (Holdings) Limited            14.3% direct          St. Lucia                       Investment Holding
c/o                                  ownership of e-
Unit C, 26/F.                        Kong Group
CNT Tower                            Limited
338 Hennessy Road
Wanchai, Hong Kong

        The following individuals or entities hold a ten percent (10%) or greater direct ownership
interest in Future (Holdings) Limited:

Name/Address                         % of Shares           Country of Incorporation        Principal Occupation/
                                                                                           Business
Ganado Investments Corporation       100% direct           St. Lucia                       Investment Holding
Limited                              ownership of
c/o                                  Future (Holdings)
46 Micoud Street                     Limited
Castries, St. Lucia

        In addition, the following individuals currently hold a ten percent (10%) or greater
attributable ownership interest in Zone Telecom through an attributable ownership interest
(direct and/or indirect) in e-Kong Group Limited:

Name/Address                         % of Shares           Country of Citizenship          Principal Occupation/
                                                                                           Business
Richard John Siemens                 22.8%1                Canada                          Company Director
3705 Gloucester Tower
The Landmark
11 Pedder Street
Central, Hong Kong
William Bruce Hicks                  13.8%2                Canada                          Company Director
House No. 2
Henderson Road
Jardine’s Lookout
Hong Kong
Jennifer Wes Saran                   14.4%3                St. Kitts & Nevis               Shareholder
Blk 47, 18/F, Baguio Villa
550 Victoria Road
Pokfulam
Hong Kong



1
 22.8% ownership interest attributed as follows: 19.1% indirect ownership interest through controlling interest in
Goldstone Trading Limited; 3.7% indirect ownership interest through controlling interest in Siemens Enterprises
Limited, a Hong Kong investment holding company with an address of Unit C, 26/F., CNT Tower, 338 Hennessy
Road, Wanchai, Hong Kong. Siemens Enterprises Limited holds a 3.7% direct ownership interest in e-Kong Group
Limited.
2
 13.8% ownership interest attributed as follows: 13% indirect ownership interest through controlling interest in
Great Wall Holdings Limited; 0.8% indirect ownership interest through shares held personally in e-Kong Group
Limited.


Zone Telecom, Inc.
October 13, 2010
Joint International and Domestic Application for the Consent to
Assignment and Transfer of Control of 214 Authorized Carrier
Attachment 1 (page 5 of 12)


        No other entities or individuals hold a ten percent (10%) or greater attributable ownership
interest in Zone Telecom. A current ownership chart for Zone Telecom has been provided in
Diagram 1, further below.

        Current Ownership for Associated Network Partners, Inc.

        No persons or entities currently hold, directly or indirectly, at least ten (10) percent of the
equity in ANPI as determined by successive multiplications in the manner specified in the note
to Section 63.18(h) of the Commission’s rules.


ANSWER TO QUESTION 13:

        By the instant application, Zone Telecom requests Commission approval to have Zone
USA assign its international 214 authorization (File No. ITC-214-20000717-00403) to Zone
Telecom in connection with a proposed transfer of control transaction between Zone USA and
ANPI pursuant to a Contribution Agreement (“Agreement”) executed on September 28, 2010.
Under the Agreement, Commission approval must occur prior to consummation of the
transaction.

       As explained in greater detail below, each of the two currently authorized providers,
ANPI and Zone Telecom, will be changing corporate form. Following the changes, each will be
contributing its ownership to a newly created holding company, ANZ Communications LLC
(“ANZ LLC”)4 which will then be the direct corporate parent of both ANPI and Zone Telecom.
ANZ LLC will be jointly owned by Zone USA and a (yet to formed) holding company owned by
the current shareholders of ANPI. Zone Telecom and ANPI will both continue to exist and
operate under ANZ LLC as separate entities with their own respective 214 authorizations.

         ANPI, now an Illinois corporation, will convert through a pro forma merger transaction
into ANPI, LLC, a Delaware limited liability company. ANPI, LLC is a newly organized limited
liability company, created for the sole purpose of merging with ANPI, in effect, to convert ANPI
from an Illinois corporation to a Delaware limited liability company.

        The membership interests in ANPI, LLC will be held initially by a holding company,
ANPI Holding, Inc. (“ANPI Holding”), an Illinois corporation which, as a result of the merger
transaction, will have the exact same shareholders as ANPI did before the transaction. ANPI,

3
 14.4% ownership interest attributed as follows: 14.3% indirect ownership interest through controlling interest in
Ganado Investments Corporation Limited; de minimis (i.e., less than .1%) indirect ownership interest through shares
held personally in e-Kong Group Limited.
4
 ANZ, LLC is a tentative name for the jointly owned holding company, which has yet to be formed. The entity will
not be created until the necessary regulatory approvals for the transaction have been obtained. The actual name and
corporate form of ANZ, LLC may change at that time.


Zone Telecom, Inc.
October 13, 2010
Joint International and Domestic Application for the Consent to
Assignment and Transfer of Control of 214 Authorized Carrier
Attachment 1 (page 6 of 12)

LLC will also have the same management as ANPI. Thus, ANPI, LLC will replace ANPI as the
operating company with a holding company interposed between the operating company and the
shareholders. This transaction will have no operational effect on ANPI’s customers, which are
each sophisticated telecommunications carriers and which will each continue to obtain service
from and be billed by the same entity with the same contact information as before. ANPI, LLC
will continue to provide services to its wholesale customers under ANPI’s existing
authorizations.

        Zone Telecom, a Delaware corporation, will be converted into Zone Telecom, LLC, a
Delaware limited liability company (“Zone LLC”). This pro forma conversion will be
accomplished under Delaware law, and will not result in any other change to the entity. As a
result, 100% of the membership interests in Zone LLC will continue to be held initially by Zone
USA. Zone LLC will also have the same management as Zone Telecom. This transaction will
have no operational effect on Zone Telecom’s customers, which will each continue to obtain
service from, and be billed by, the same entity with the same contact information as before.

        Once the pro forma conversions to ANPI, LLC and Zone LLC are completed, their
respective holding companies (Zone USA and ANPI Holding) intend to contribute the ownership
interest in each operating company to a single holding company, which will be called ANZ LLC,
a Delaware limited liability company. In exchange for ownership of the operating companies,
each holding company (Zone USA and ANPI Holding) will receive in return 50% of the
ownership interest in ANZ LLC, and ANZ LLC will then be the parent holding company of each
of ANPI, LLC and Zone LLC, the operating companies. Each of ANPI, LLC and Zone LLC will
continue to operate under its current management, subject to the oversight of an ANZ LLC
management team made up of the combined management of both entities.

        The instant application seeks Commission approval to assign Zone USA’s international
214 authorization (File No. ITC-214-20000717-00403) to Zone LLC f/k/a Zone Telecom, Inc.
which, under the proposed transaction, will also undergo a transfer of control to ANZ LLC
(which will ultimately result in a 50% change in ownership of Zone LLC). Zone USA will retain
its separate international 214 authorization under File No. ITC-214-19970311-00142. A separate
transfer of control application has been concurrently filed to seek Commission approval for the
transfer of control of ANPI, LLC f/k/a Associated Network Partners, Inc. to ANZ LLC (which
will ultimately result in a 50% change in ownership of ANPI, LLC).

        An illustration of the proposed final ownership structure is provided in Diagram 2,
further below.


ANSWER TO QUESTION 14:

       Zone Telecom is currently affiliated, through its ultimate parent company e-Kong Group
Limited (“e-Kong”), with foreign carriers in Hong Kong and Singapore. Upon consummation of
the proposed transaction, Zone Telecom will continue to be affiliated with the same foreign


Zone Telecom, Inc.
October 13, 2010
Joint International and Domestic Application for the Consent to
Assignment and Transfer of Control of 214 Authorized Carrier
Attachment 1 (page 7 of 12)

carriers, and ANPI will also become affiliated with the same foreign carriers in Hong Kong and
Singapore.

ANSWER TO QUESTION 15:

        As indicated above, Zone Telecom is currently affiliated with foreign carriers in Hong
Kong and Singapore. This affiliation will not change after consummation of the proposed
transaction. Upon consummation of the proposed transaction, ANPI will also become affiliated
with the same foreign carriers in Hong Kong and Singapore. The two affiliated foreign carriers
operate in destination countries to which Zone Telecom (under the authorization of its immediate
parent company, Zone USA) and ANPI are authorized to provide service. The foreign carriers,
which are under the control of e-Kong, and the destination countries in which they operate are:

           ZONE Limited (Hong Kong)
           ZONE Telecom Pte Ltd. (Singapore)


ANSWER TO QUESTION 16:

        Zone Telecom and ANPI request classification as “non-dominant” between the U.S. and
Hong Kong and between the U.S. and Singapore. Zone Telecom and ANPI are not affiliated
with a monopoly provider of communications services in any of the markets identified in
response to Questions 14 and 15 (or any other market). Neither ZONE Limited nor ZONE
Telecom Pte Ltd. control 50 percent market share in the international transport and the local
access markets on the foreign end of the applicable U.S.-international route.5 ZONE Telecom
Pte Ltd. holds a “Service-Based” license to provide service in Singapore (as opposed to a
“Facilities-Based” license) while ZONE Limited holds a Public Non-Exclusive
Telecommunications Service License to provide service in Hong Kong. In addition, Zone
Telecom and ANPI believe it to be further illustrative that Pacific Century CyberWorks HKT
(Hong Kong) and Singapore Telecom (Singapore), carriers unaffiliated with Zone Telecom or
ANPI, are currently presumed by the Commission to possess market power in their respective
foreign markets.6 Finally, Zone Telecom and ANPI provide international service to Hong Kong
and Singapore solely through the resale of unaffiliated U.S. facilities-based carriers' international
switched services, which the Commission’s rules classify as presumptively non-dominant.7




5
    See 47 C.F.R. § 63.10(a)(3).
6
 See The International Bureau Revises and Reissues the Commission’s List of Foreign Telecommunications
Carriers that Are Presumed to Possess Market Power in Foreign Telecommunications Markets, Public Notice, DA
07-233, January 26, 2007.
7
    See 47 C.F.R. § 63.10(a)(4).


Zone Telecom, Inc.
October 13, 2010
Joint International and Domestic Application for the Consent to
Assignment and Transfer of Control of 214 Authorized Carrier
Attachment 1 (page 8 of 12)




ANSWER TO QUESTION 20:

        Zone Telecom requests streamlined processing of the application. The application
qualifies for streamlined processing as Zone Telecom qualifies for a presumption of non-
dominance under Section 63.10(a)(3) of the Commission’s rules as detailed in the ANSWER TO
QUESTION 16, supra.8       In addition, the application qualifies for streamlined processing as
both Hong Kong and Singapore are WTO Member countries and Zone Telecom qualifies for a
presumption of non-dominance under Section 63.10(a)(4) of the Commission’s rules as detailed
in the ANSWER TO QUESTION 16, supra.9




8
    See 47 C.F.R. §§ 63.12(c)(1)(ii).
9
    See 47 C.F.R. § 63.12(c)(1)(iv).


Zone Telecom, Inc.
October 13, 2010
Joint International and Domestic Application for the Consent to
Assignment and Transfer of Control of 214 Authorized Carrier
Attachment 1 (page 9 of 12)

                          DOMESTIC APPLICATION SUPPLEMENT

        Pursuant to 47 C.F.R. § 63.04 (b), the following information corresponding to 47 C.F.R.
§§ 63.04(a)(6) – (a)(12) is supplied in connection with the Joint International and Domestic
Application for the Consent to Assignment and Transfer of Control of 214 Authorized Carrier
and is intended to fulfill the requirements for the transfer of control of a domestic carrier.

Section 63.04(a)(6) - Description of the transaction:

        See ANSWER TO QUESTION 13, supra.

Section 63.04(a)(7) - A description of the geographic areas in which the transferor and
transferee (and their affiliates) offer domestic telecommunications services, and what
services are provided in each area:

       Zone Telecom provides wholesale and retail interexchange service throughout the U.S.,
and provides resold competitive local exchange service in a limited number of states. ANPI
provides wholesale interexchange service throughout the U.S.

Section 63.04(a)(8) - A statement as to how the application fits into one or more of the
presumptive streamlined categories in section 63.03 or why it is otherwise appropriate for
streamlined treatment:

        The proposed transaction would result in the transferee (ANZ LLC) having less than a 10
percent market share in the interstate, interexchange market. The parties to the transaction will
all continue to operate exclusively in geographic areas served by a dominant local exchange
carrier that is not a party to this transaction. Zone Telecom and ANPI are not dominant with
respect to any service. Accordingly, this application is appropriate for streamlined treatment
pursuant to 47 C.F.R. § 63.03 (b)(2).

Section 63.04(a)(9) -Identification of all other Commission applications related to the same
transaction:

        A concurrent joint international and domestic application for transfer of control has been
submitted with respect to the transaction as it relates to the transfer of control of ANPI to ANZ
LLC. Since the applications are submitted concurrently, docket and/or file numbers for the
respective applications will be provided to the Commission after they have been assigned.

Section 63.04(a)(10) - A statement of whether the applicants are requesting special
consideration because either party to the transaction is facing imminent business failure:

        Not applicable.


Zone Telecom, Inc.
October 13, 2010
Joint International and Domestic Application for the Consent to
Assignment and Transfer of Control of 214 Authorized Carrier
Attachment 1 (page 10 of 12)

Section 63.04(a)(11) - Identification of any separately filed waiver requests being sought in
conjunction with the transaction:

        Not applicable.

Section 63.04(a)(12) - A statement showing how grant of the application will serve the
public interest, convenience and necessity, including any additional information that may
be necessary to show the effect of the proposed transaction on competition in domestic
markets:

       Consummation of the proposed transaction will serve the public interest in promoting
competition in the international and domestic telecommunications market by providing Zone
Telecom and ANPI the opportunity to strengthen competitive positions by combining the
resources, services, products and expertise of both companies. The combined operations will
more readily increase in size and profitability due to enhanced economies of scale. Accordingly,
the proposed acquisition will benefit consumers through improved services and lower rates,
thereby promoting competition in the international and domestic telecommunications market.
Given the Commission’s desire to foster competition in the international and domestic
telecommunications services market, grant of the proposed transaction is in the public interest.


Zone Telecom, Inc.
October 13, 2010
Joint International and Domestic Application for the Consent to
Assignment and Transfer of Control of 214 Authorized Carrier
Attachment 1 (page 11 of 12)


                                                    DIAGRAM 1
                                   Zone Telecom, Inc. Current Ownership Structure

                                                                                     Jennifer Wes Saran

       Richard John Siemans                        William Bruce Hicks                             controlling

                                                                                    Ganado Investments
                     controlling                                  controlling       Corporation Limited

                                                          Great Wall                              100%
                Goldstone                                  Holdings
                 Trading                                   Limited
                 Limited                                                               Future
                                                                                     (Holdings)
                                        19.1%                     13%
                                                                                      Limited
                                                                                  14.3%
                                                    e-Kong Group Limited
                                                      (Publicly Traded)

                                                                  100%


                                                e-Kong Pillars Holdings Limited

                                                                  100%

                                                      Cyberman Limited

                                                                  100%


                                                    ZONE Global Limited

                                                                  100%

                                                       Zone USA, Inc.
                                                 (214 Authorization Holder)
                                                                  100%


                                                      Zone Telecom, Inc.


Zone Telecom, Inc.
October 13, 2010
Joint International and Domestic Application for the Consent to
Assignment and Transfer of Control of 214 Authorized Carrier
Attachment 1 (page 12 of 12)




                                            DIAGRAM 2
                  Zone Telecom, Inc. Proposed Transaction Final Ownership Structure



                                 Shareholders

                                                100%


                            e-Kong Group Limited
                              (Publicly Traded)

                                                100%



                          VARIOUS HOLDING
                        COMPANIES (see Diagram 1)                               Shareholders

                                                100%                                           100%


                                                                             ANPI Holding, Inc.
                               Zone USA, Inc.
                                                                              (newly formed)

                                          50%                          50%



                                                  ANZ Communications LLC
                                                      (newly formed)

                                                   100%                         100%


                                  Zone LLC                                  ANPI, LLC
                           f/k/a Zone Telecom, Inc.           f/k/a Associated Network Partners, Inc.
                         (214 Authorization Holder)                 (214 Authorization Holder)



Document Created: 2010-10-13 10:57:56
Document Modified: 2010-10-13 10:57:56

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