Attachment Attachment 1

This document pretains to ITC-ASG-20101014-00411 for Assignment on a International Telecommunications filing.

IBFS_ITCASG2010101400411_845161

Zone USA, Inc.
October 14, 2010
Joint International and Domestic Application for the
Consent to Transfer of Control of 214 Authorized Carrier
Attachment 1 (page 1 of 13)


        The instant application seeks Commission approval to transfer control of Associated
Network Partners, Inc. (“ANPI”) to a holding company jointly owned (50/50) by Zone USA, Inc.
(“Zone USA”) and ANPI’s shareholders. A separate assignment and transfer of control
application has been concurrently filed to seek Commission approval for the assignment and
transfer control of Zone USA’s international 214 authorization to Zone Telecom, Inc. (“Zone
Telecom”) in connection with the proposed transfer of control transaction 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 USA, Inc.
October 14, 2010
Joint International and Domestic Application for the
Consent to Transfer of Control of 214 Authorized Carrier
Attachment 1 (page 2 of 13)


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

       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.

        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.


ANSWER TO QUESTION 11:

        Current Ownership for Zone USA, Inc. and 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 USA, Inc.
October 14, 2010
Joint International and Domestic Application for the
Consent to Transfer of Control of 214 Authorized Carrier
Attachment 1 (page 3 of 13)

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 USA, Inc.
October 14, 2010
Joint International and Domestic Application for the
Consent to Transfer of Control of 214 Authorized Carrier
Attachment 1 (page 4 of 13)

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 USA and 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 USA, Inc.
October 14, 2010
Joint International and Domestic Application for the
Consent to Transfer of Control of 214 Authorized Carrier
Attachment 1 (page 5 of 13)


        No other entities or individuals hold a ten percent (10%) or greater attributable ownership
interest in Zone USA or Zone Telecom. A current ownership chart for Zone USA and 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. A current ownership chart for ANPI has been
provided in Diagram 2, further below.


ANSWER TO QUESTION 13:

        By the instant application, Zone USA requests Commission approval to acquire 50%
indirect ownership in ANPI through a yet to be created holding company jointly owned (50/50)
by Zone USA and ANPI’s shareholders pursuant to a Contribution Agreement (“Agreement”)
executed on September 28, 2010. Through a separate 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 the transfer of control of Zone
Telecom to the holding company jointly owned by Zone USA and ANPI, whereby ANPI’s
shareholders would acquire 50% indirect ownership in Zone Telecom. Under the Agreement,
Commission approval must occur prior to the consummation of the transactions. Since the
jointly owned holding company will not be created until necessary approvals for the transactions
have been obtained, the instant application is being filed in the name of Zone USA.

       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

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 USA, Inc.
October 14, 2010
Joint International and Domestic Application for the
Consent to Transfer of Control of 214 Authorized Carrier
Attachment 1 (page 6 of 13)

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,
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 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), which will be jointly owned by Zone USA and ANPI
Holding. A separate application has been concurrently filed to seek 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.

        An illustration of the proposed final ownership structure is provided in Diagram 3,
further below.


Zone USA, Inc.
October 14, 2010
Joint International and Domestic Application for the
Consent to Transfer of Control of 214 Authorized Carrier
Attachment 1 (page 7 of 13)

ANSWER TO QUESTION 14:

        Zone Telecom and Zone USA are currently affiliated, through the companies’ ultimate
parent e-Kong Group Limited (“e-Kong”), with foreign carriers in Hong Kong and Singapore.
Upon consummation of the proposed transaction, Zone Telecom and Zone USA will continue to
be affiliated with the same foreign 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 and Zone USA are 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, Zone USA and ANPI (the “Parties”) request classification as “non-
dominant” between the U.S. and Hong Kong and between the U.S. and Singapore. The Parties
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, the Parties
believe it to be further illustrative that Pacific Century CyberWorks HKT (Hong Kong) and
Singapore Telecom (Singapore), carriers unaffiliated with the Parties, are currently presumed by
the Commission to possess market power in their respective foreign markets.6 Finally, the
Parties provide international service to Hong Kong and Singapore solely through the resale of


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.


Zone USA, Inc.
October 14, 2010
Joint International and Domestic Application for the
Consent to Transfer of Control of 214 Authorized Carrier
Attachment 1 (page 8 of 13)

unaffiliated U.S. facilities-based carriers' international switched services, which the
Commission’s rules classify as presumptively non-dominant.7


ANSWER TO QUESTION 20:

        The Parties request streamlined processing of the application. The application qualifies
for streamlined processing as the Parties qualify 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 the Parties qualify 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




7
    See 47 C.F.R. § 63.10(a)(4).
8
    See 47 C.F.R. §§ 63.12(c)(1)(ii).
9
    See 47 C.F.R. § 63.12(c)(1)(iv).


Zone USA, Inc.
October 14, 2010
Joint International and Domestic Application for the
Consent to Transfer of Control of 214 Authorized Carrier
Attachment 1 (page 9 of 13)

                          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 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 USA itself does not directly provide any telecommunications services. Zone USA,
through its wholly owned operating company, 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, Zone USA (and ultimately, 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 has been submitted with respect
to the transaction as it relates to the assignment and transfer of control of Zone USA and Zone
Telecom. 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 USA, Inc.
October 14, 2010
Joint International and Domestic Application for the
Consent to Transfer of Control of 214 Authorized Carrier
Attachment 1 (page 10 of 13)


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 USA, Inc.
October 14, 2010
Joint International and Domestic Application for the
Consent to Transfer of Control of 214 Authorized Carrier
Attachment 1 (page 11 of 13)


                                           DIAGRAM 1
                 Zone Telecom, Inc. and Zone USA, 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 USA, Inc.
October 14, 2010
Joint International and Domestic Application for the
Consent to Transfer of Control of 214 Authorized Carrier
Attachment 1 (page 12 of 13)




                                             DIAGRAM 2
                     Associated Network Partners, Inc. Current Ownership Structure



                                                       Shareholders
                                   (no single shareholder with 10% or more ownership)




                                                                 100%




                                            Associated Network Partners, Inc.
                                              (214 Authorization Holder)


Zone USA, Inc.
October 14, 2010
Joint International and Domestic Application for the
Consent to Transfer of Control of 214 Authorized Carrier
Attachment 1 (page 13 of 13)


                                              DIAGRAM 3
                              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: 2010-10-14 10:21:44
Document Modified: 2010-10-14 10:21:44

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