Attachment 20170727150248-773.p

20170727150248-773.p

SUPPLEMENT

Supplement

2013-02-08

This document pretains to ITC-ASG-20130228-00067 for Assignment on a International Telecommunications filing.

IBFS_ITCASG2013022800067_1599227

George Li Comnncommmnnmammm mew From: George Li Sent: Wednesday, March 27, 2013 8:53 AM To: ‘Sofield, Richard (NSD)‘ Ce: Brown, Tyrone (NSD) (Tyrone.Brown@usdoj.gov); Rockoff, Jennifer (NSD) (Jennifer.Rockoff@usdoj.gov); ‘Taylor, Kristin (NSD)‘ (Kristin.Taylor@usdoj.gov) Subject: RE: Team Telecom Update: EB 13—06 Thank you Rick. From: Sofield, Richard (NSD) [mailto:Richard.Sofield2@usdoj.gov] Sent: Wednesday, March 27, 2013 8:20 AM To: George Li; Adrienne Downs; Howard Griboff; David Krech Co: ‘ttwg@leo.gov‘ (twg@leo.gov) Subject: Team Telecom Update: EB 13—06 Team Telecom requests that the following matters be removed from Streamline: ITC—214—20130204—00048 IP Network America LLC ITC—214—20130226—00053 Procom Inc. ITC—214—20130221—00063 Speed Telco LLC ITC—ASG—20130228—00067 WQN, Inc./BTS Global, LLC Thank you. Richard C. Sofield Director Foreign Investment Review Staff National Security Division U.S. Department of Justice W—(202) 233—0702 M—(202) 598:0667

George Li onamnocooerrcclarmmanda From: Adrienne Downs Sent: Friday, March 29, 2013 1:24 PM To: raul@rmtelecornlaw.com; Christopher Canter (cac@c npliancegroup.com); ‘Brantl, Winafred R.‘; ‘saugustino@kelleydrye.comn‘; douglas. @bingham.com Ce: ‘edward.hand@usdoj.gov‘; "Morgan, Hillary J CIV (US illary.j.morgan.civ@mail.mil)‘; ‘chemmerlein@ntia.doc.gov‘; ‘vbarrish@askcalea.net‘ aydc@state.gov‘; ‘Christopher.Siefken@ic.fbi.gov‘; ‘Marilyn.Shaifer@us jov‘; ‘Tyrone.Brown@usdoj.gov‘; ‘Brian.williams@associate is.gov‘; ‘shawn.cooley@dhs.gov‘; ‘TTelecom@usdoj.gov‘; ‘Sic n.Dupuy@usdoj.gov‘; ‘alex.daman@dhs.gov‘; ‘Joanne.Ongman@usdoj.gov‘ itthew.bernstein@je.fbi.gov‘; ‘Jennifer.Rockoff@usdoj.gov‘; ‘jmchale@ustr.gov‘; ‘Ri d.Sofield2@usdoj.gov‘; ‘glenn.kaminsky@hq.dhs.gov‘; ‘dale.barr@hq.dhs.go\ ;Oft.m. _deutchman@ostp.eop.gov‘; ‘IP—FCC@®dhs.gov‘; ‘krist ylor@usdoj.gov‘; ‘john.delmore@ic.fbi.gov‘; ‘ttwg@leo.gov‘; George Li, id Krech; Susan OConnell; Howard Griboff; James Ball Subject: Removed from Streamline ITC—214—20130204—00048 — IP Network America LLC ITC—214—20130221—00063 — Speed Telco LLC ITC—ASG—20130228—00067 — BTS Group Inc. ITC—T/C—20130131—00050 — AccessLine Communications Corporation The above referenced applications were placed on Public Notice for streamlined processing. Since the Public Notice was released, the Commissionhas been requested by the Executive Branch agencies of the United States that we remove the subject applications from streamlined processing. Therefore, pursuant to Section 63.12(c)(3) of the Commission‘s Rules, we have removed these applications from streamlined processing. Please be advised that your company may not commence operations until the authorization is granted. See Section 63.12(d) of the rules, 47 C.F.R. Section 63.12(d). The Executive Branch will contact you or the "Contact" listed on your application directly for further information. You can be assured that your application will be processed expeditiously upon completion of Executive Branch‘s review. We will notify you by e—mail when your application is granted. The Public Notice indicating that the application has been removed from streamlined processing is attached. If you have any questions, please email: George.Li@fce.gov. n Adrienne Downs International Bureau, FCC (202) 418—0412 Adrienne.Downs @fco.gov

Geor Li From: George Li Sent: Saturday, July 13, 2013 1:32 PM To: David Krech Subject: Re: ITC—ASG—20130228—00067 (BTS Global / WQN Asset Transfer Application) Thank you. Sent from my BlackBerry Wireless Handheld From: David Krech Sent: Saturday, July 13, 2013 09:35 AM Eastern Standard Time To: George Li Subject: FW: ITC—ASG—20130228—00067 (BTS Global / WQN Asset Transfer Application) 7 From: Brantl, Winafred R. [WBrantI@KelleyDrye.com] // Sent: Friday, July 12, 2013 7:37 PM i_//f To: David Krech;—Sumita Mukhoty; Adrienne Downs Subject: ITC—ASG—2013022800067 (BTS"GlobaI / WQN Asset Transfer Application) All — This is just to let you know that the above—referenced application for approval of a transfer of assets has been w;tj;}gfimm’today (A copy of the withdrawal confirmation is attached.) After re—evaluation, the parties decided not to pursue the transaction further. The Team Telecom agencies have been notified as well. Thanks, Winafred Counsel for BTS Global, LLC Winafred Brantl | Kelley Drye & Warren LLP Washington Harbour, Suite 400 3050 K Street, NW, Washington, DC 20007—5108 202.342.8819 | whrantl@kelleydrye.com 202.342.8451 (fax) www.kelleydrye.com Pursuant to Treasury Regulations, any U.S. federal tax advice contained in this communication, unless otherwise stated, is not intended and cannot be used for the purpose of avoiding tax—related penalties. The information contained in this E—mail message is privileged, confidential, and may be protected from 1

Streamlined ITC—ASG—20130228—00067 1B2013000500 BTS Global, LLC Before the FEDERA* ~OMMUNICATIONS COMMISSION Vashington, D.C. 20554 In the Matter of N N N N N N N Ne Ne Ne Ne Nt N) Ne N) WQN, Inc. IB File No. Assignor and BTS Global, LLC Assignee Application for Consent to As Assets from WQN, Inc., a Company Holdi International Authorization P int to Section 214 of the Communic; : Act of 1934, As Amended, to BTS Global, APPLICATION WQN, Inc. ("WQN") an S Global, LLC ("BTS Global" and, together with WQN, the "Applicants") hereby reques iority, pursuant to Section 214 of the Communications Act of 1934, as amended, 47 U.S.C. (the "Act") and to Commission Rule §63.24, 47 C.F.R. §63’24i for the assignment of ce assets from WQN to BTS Global. WON and BTS Global e rovide pinless international prepaid phone card services , tailoring their service offerings to immigrant communities in the United States. The proposed assignment will transfer the entirety of WQN‘s assets related to the provision of these services, consisting of prepaid products, customer accounts, related technology and other assets, to BTS 1 The assets in question are used to provide international service. It is possible that a minute amount of domestic interstate calling is generated using these assets; however, such traffic is undeniably de minimis.

Global. Following consummation of the transaction, BTS Global will be the provider for the prepaid card accounts that have been transferred, ensuring uninterrupted service to these customers. The Applicants respectfully request streamlined treatment of this Application pursuant to Section 63.12 of the Commission‘s Rules, 47 C.F.R. §63.12. This Application is eligible for streamlined processing because (i) Applicants are not affiliated with a dominant foreign carrier, (ii) Applicants will not become affiliated with any foreign carrier as a result of the proposed transaction, and (iii) none of the other provisions contained in Section 63.12(c) of the Commission‘s Rules, 47 C.F.R. § 63.12(c), apply. J. APPLICANTS wWOQON WQN, (FRN 0016796914), a Texas corporation, is headquartered at 14911 Quorum Drive, Suite 140, Dallas, TX 75254—1487 (tel: 972—361—1980). WQN provides pin—free prepaid international calling card services in all US states pursuant to global or limited global resale authority granted by the Commissior\1.3 WNQN sells its international prepaid telecommunications services primarily through its website: where each customer can establish an account and register his or her telephone number." A call made from a registered number to the WQN access number will be recognized and routed to the appropriate destination number and the associated charge will be applied to the customer‘s account. Customers may also use their service from other Following consummation of the proposed transaction, WQN will continue to hold its Section 214 international services authorization in order to provide other regulated services. * See ITC—214—20090416—00200. .. a~* w Customers also may contact customer service by telephone to establish an account.

phones, by means of an authorization code. Account replenishments are made through the WQN website, via WQN‘s ‘~*sractive voice response("IVR") system, or by calling customer service." BTSGlobal BTS Global N: 0021 536248) is a Florida limited liability company located at 2620 S.W. 27Avenue, ni, FL 33133 (tel: (305) 358—5850). BTS Global was formed to provide international prepaic lling card services and operates pursuant to the international Section214 license of its parent, S Group, Inc. ("BTS Group"), a Delaware corporation.© BTS Global has no interlocking direc ites with a foreign carrier and is not in any other respect affiliated with a foreign carrier.‘ IL. DESCRIPT I OF THE TRANSACTION Pursuant to t! arms of an Asset Purchase Agreement, dated January 22, 2013, between BTS, a Florida corp« ion, and DataJack, Inc. ("DataJack"), a Nevada corporation and the sole parent of WQN, Dat k intends to assign the assets related to WQN‘s provision of prepaid services." The asset: ing conveyed include the entire WQN prepaid product line, the WQN web portal, as well a :isting prepaid customer accounts and related technology. The customer accounts being trans ed from WQN to BTS Global are all associated with the WQN pinfree 5 Following the prop 1 transfer, former WQN customers will retain the same options for replenishing their accounts as were available to them previously. )$ See ITC—214—20010921—00482. BTS Global is éffiliated‘, by virtue of common ownership, with certain other providers of telecommunications services, including its parent, BTS Group, and the other operating subsidiaries of BTS Group: ADMA Telecom, Inc. and Business Telecommunications Services, Inc. ("BTS"). These operating subsidiaries all operate pursuant to the BTS Group international authority. BTS Global also is affiliated with One World Telecom, LLC ("OWT"), a Section 214 carrier in which BTS holds direct fifty (50) percent interest, and OWT‘s wholly—owned subsidiary, Yo Llamo, LLC. None of these entities is a foreign carrier or is affiliated with a foreign carrier and none is a dominant U.S. carrier. Consistent with the terms of the Asset Purchase Agreement, upon consummation of the transaction, BTS will assign the WQN assets to its lateral affiliate, BTS Global, which will act as the service provider for the transferred customer accounts.

prepaid international calling service. After consummation of the transaction, BTS Global will provide service to these accounts pursuant to its existing authori The proposed transfer of prepaid accounts from WQN tc Global will haveno adverse impact on the affected customers. Following consumm: of the transaction, these customers will continue to receive their current services without ruption. III. PUBLIC INTEREST STATEMENT Commission approval of the proposed transaction will se 1e public interest. BTS Global and the other BTS Group operating companies are strong blished providers of prepaid telecommunications products in the United States. Con: ntly, customers using the WQN prepaid service accounts that are transferred to BTS Glob 1 experience no diminishment of service whatsoever. To the contrary, they will ue to receive their current services without interruption and in the same manner as previou ndeed, because the transaction conveys the WQN product website to BTS Global, c iers will continue to access their accounts at the same website address, eliminating a potenti irce of confusion. Over time, these customers will receive the benefit of the expanding s > offerings provided by BTS Global. BTS and WQN will providenotice to customers of the c : in carrier for their prepaid cards. A user of the WQN prepaid product, upon calling the access number for a card, will be informed that BTS Global is now the service provider for these services. When a consumer calls for customer service associated with a WQN account or to recharge an account, BTS Global‘s customer service representatives will explain that the service is now being provided by BTS 9 Pursuant to the Asset Purchase Agreement, BTS Global will acquire rights to the WQN brand in connection with the transferred services. In the near term, it is expected that these services will continue to be marketed under the WQN brand; however, at a future time, the product line may be re— branded under the BTS Global name.

Global. In addition, BTS Global will post a notice on the WQN product website informing consumers that BTS Global is now the provider of service. As with other prepaid card transactions, separate written notice to every customer of WQN is not required because WQN does not have a presubscribed customer base." WQN‘s prepaid products can be used by any personat any time after purchasing the prepaid account from the carrier. In some instances, WQN does not have identifying information, such as a mailing address, for the customer, and lacks a direct relationship with the account user. In these instances, separate custorner notice would be impractical. However, where WQN has an email address for its customer, it will endeavor to provide notice of the transaction to those customers. The Commission has recognized repeatedly that carrier flexibility is an important component of a thriving telecommunications marketplace. The transaction proposed in this application serves the business interests of both WQN and BTS Global and, as described, has no adverse effects whatsoever upon the affected customers. Indeed, it holds definite potential benefits for these customers. Thus, the public interest is best served by expeditious grant of Applicants‘ request. IV. INFORMATION REQUIRED BY SECTION 63.24(e) OF THE COMMISSION‘S RULES The Applicants submit the following information pursuant to Section 63.24(e) of the Commission‘s Rules, including the information requested in Section 63.18: * See, eg., In the Matter ofSprint Communications Company L.P. and STi Prepaid LLC Applicationfor Consent to Assign Assets and/or Transfer Control ofAssets Pursuant to Section 214 ofthe Communications Act of 1934, as Amended, WC Docket No. 08—91 (filed June 6, 2008); Application of CVT Prepaid Solutions, Inc., CVTel License Corporation and STi Prepaid, LLCfor Consent to Assign Assets and/or Transfer Control ofAssets pursuant to Section 214 ofthe Communications Act of 1934, Amended; NC Docket 08—203 (filed Sept. 18, 2008).

(a) Name, address and telephone number of Applicants: WQN, Inc. 14911 Quorum Drive, Suite 140 Dallas, TX 75254—1487 Tel: (972) 361—1980 BTS Global, LLC 2620 S.W. 27°" Avenue Miami, FL 33133 Tel: (305) 358—5850 (b) WQN is a Texas corporation. BTS Global is a Florida limited liability company. (c) Correspondence concerning this Application should be sent to: Steven A. Augustino Winafred Brantl Kelley Drye & Warren LLP 3050 K Street, N.W. Washington, D.C. 20007 Tel: (202) 342—8400 saugustino@kelleydrye.com whbrantl!AARIMARiiisRARRRAAT evdrye.com (d) WQN was granted global/limited global resale authority by the Commission on June 5, 2009 in File No. ITC—214—20090416—00200. BTS Global operates pursuant to the Section 214 international authorization currently held by its parent, BTS Group to provide global/limited global facilities—based international telecommunications services, granted in File No. ITC—214—20010921—00482 on October 19, 2001. (h) BTS Global is wholly—owned by BTS Group, a Delaware holding company located at 2620 SW 27"" Avenue, Miami, Florida 33133. BTS Group, in turn, is owned in equal fifty (50) percent shares by Rafael Olloqui Family, LLC and Ricardo Olloqui Family, LLC, both Delaware limited liability companies with principal businesses of telecommunications, located at 2620 SW 27th Avenue, Miami, Florida 33133. Rafael Olloqui Family, LLC is owned 99% by the Rafael Olloqui Dominguez Family Irrevocable Trust (Northern Trust Company of Delaware, Trustee), located at 2620 SW 27th Avenue Miami, Florida 33133, which is formed under the laws of the United States and is controlled by Rafael Olloqui. Through control of the Rafael Olloqui Dominguez Family Irrevocable Trust and ownership of the remaining 1% interest in Rafael Olloqui Family, LLC, ultimate 50% indirect interest in BTS Global, is held by Rafael Olloqui, located at 2620 SW 27th Avenue, Miami, Florida

33133. Rafael Olloq‘fii, 4 citizen of Spain,has a principal business of telecommunications';,\1 & < Ricardo Olloqui Family, LLC is owned 99% by the Ricardo Olloqui Dominguez Family Irrevocable Trust (Northern Trust Company of Delaware, Trustee), located at 2620 SW 27th Avenue Miami, Florida 33133, which is formed under the laws of the United States and is controlled by Picarda !loqui. Through control of the Ricardo Olloqui Dominguez Family ] Trust and ownership of the remnaining 1% interest in Ricardo Oll: , LLC, ultimate 50% indirect interest in BTS Global is held by Ric: i, located at 2620 SW 27th Avenue, Miami, Florida 33133.; Ricardo Oll n of Spain, has a principal business of telecommunications."‘ BTS Global has no interlocking directorates with any foreign carrier. (i) As evidenced by the signatures to this Application, Applicants certify that, following consummation of the transaction, (a) Applicants will not be foreign carriers, and (b) Applicants will not be affiliated with any foreign carrier. 0) As evidenced by the signatures to this Application, Applicants certify that they do not seekto provide international telecommunications services to any destination country where, once the transaction closes, (a) Applicants are foreign carriers; (ii) Applicants control a foreign carrier; (iii) any entity that owns more than 25 percent of Applicants, or that controls Applicants, controls a foreign carrier in that country; or (iv) two or more foreign carriers (or parties that control foreign carriers) own, in the aggregate, more than 25 percent of Applicants and are parties to, or the beneficiaries of, a contractual relation affecting the provision or marketing or international basic telecommunications services in the United States. (k) Not applicable. (1) Not applicable. (m) Not applicable. ‘‘ Applicants note that the ultimate ownership of BTS Group and its subsidiaries by Rafael Olloqui and Ricardo Olloqui has not changed since the original grant of Section 214 authority and, further, that this ownership has been reviewed by the federal agencies ("Team Telecom") in connection with applications as recently as October 2012. See, ITC—T/C—20120725—00186. es 7

{n} As evideaced by the signatures to this Application, the Applicants certify that they have aot agreed to accept special concessions directlyor indirectly from any foreign carner with respect to any U.S. international route where the foreign carrier possesses market power on the foreign end ofthe route, and that the Applicants will not enter Into such agreements in the future. (0} As evideaced by the signatures to this Application, Applicants certify that, pursuant to Sections 112001 through 1.2003 ofthe Coramission‘s Rules, they are not subject to a denial of Federal benefits pursuant to Section $301 ofthe Anti— Drug Abuse Act of 1988. (p} Applicants requests streamlined processing of this Application pursuart to Section 63.12 of the Conpmmission‘s Rules, 47 CLR. § 63.1%. This Application qualifies for streamlined treatment under Section 63.12(c) of the Commission‘s Rules. because {1) post—close, Applicants will not be affiliated with any foreign carrier; (iP} Applicants are not affiliated with any dominant U.S. carrier whose international switehed or private line services Applicants seek authority to resell, nor will Applicants be so afffliated post—close, and (it) none ofthe other scenarios outlined in Section 63.12(0) ofthe Commuission‘s Rules, 47 CFER. § 63.12. apply. ¥. CONCLUsIGnNn Based on the foregoing, the Applicants respectfully submit that the public interest, convenionce, and necessity will be furthered by grant of this Application. Respectfully submitted. WON, Inc. BTS Global, LLC gy: C lGC4 Stuart Ebriich ; Andres Proang Clhicf Executive Officer CHET Financial Officer WONn, Inc. BTS GrosaAL, LLL 14911 Quorum Drive, Suite 140 2620 SW. 27" Avenue Dallas, TX 78254—1487 Miami.FL 33133 Dated: February 26. 2013

Attachment 1 BTS Global, LLC Ownership

BTS Global, LLC Ownership Rafael Rafael Olloqui Ricardo Olloqui Ricardo Olloqui Dominguez Family Dominguez Family Olloqui (Spain) Trust Trust gpa P (controlled by (controlled by (Spain) Rafael Olloqui) Ricardo Olloqui) (US) 1% 99% 99% 1% D~ RIC@TC ouey— ramily, LLG Family, LLC (DE) | (DE) 50% 50% BTS Group, Inc. (§ 214 Licensee) (DE) 100% Business T~===~~~~ations ADMA Telecom, Inc. BTS GIG.~...,.._—~ Seivices, my. (FL) (FL) (FL)’


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Document Modified: 2019-05-29 09:35:28
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