Attachment 20170110085200-103.p

20170110085200-103.p

SUPPLEMENT

Supplement

2000-04-27

This document pretains to ITC-T/C-20000427-00253 for Transfer of Control on a International Telecommunications filing.

IBFS_ITCTC2000042700253_1392438

LICENSE

LAW OFFICES OF THOMAS K. CROWE, P.C. \ 2300 msrmeet, Nw. Fee/mELLO8 AFHE 2 / 9 WwaASHINGTON, D.C. 20037 TELEPHONE (202) 973—2890 FAX (202) 973—2891 E—MAIL tkcrowe@bellatlantic.net April 27, 2000 BY COURIER Federal Communications Commission International Bureau — Telecommunications P.O. Box 358115 Pittsburgh, PA 15251—5115 Re: Zenex Long Distance, Inc. Dear Sir or Madam: Please find enclosed an original and six (6) copies ofZenex Long Distance, Inc.‘s Application for Consent to Transfer Control of Zenex to Lone Wolf Energy, Inc. Also enclosed is FCC Form 159 and a check in the amount of $ 780.00 to cover the requisite filing fee. Please file—stamp and return the extra copy of this filing in the self—addressed, stamped envelope provided for this purpose. Questions regarding this filing should be directed to the undersigned. CC4 (,._ Thomas K. Crowe C. Jeffrey Tibbels, Counsel for Zenex Long Distance, Inc. Enclosures

ZENEX COMMUNICATIONS, INC. 92 7 9 FEDERAL COMMUN. COMM. Check Number: 9279 Check Date: Apr 25, 2000 Chec}: Amount: $780.00 Item to be Paid — Description Discour.t Taken Amount Paid FILING FEE FOR FCC SECTION 214 7280.00 sls , @: __ORIGINAL DOCUMENT PRINTED ON CHEMICAL REACTIVE PAPER & HAS A MICROPRINTED BORDER opopomeaeee : ZENEX COMMUNICATIONS, INC. NATIONS BANK, N.A 3705 W. MEMORIAL RD., SUITE 101—A Oklahoma City, Oklahorna OKLAHOMA CITY, OK 73134 PH. 405—749—9999 39—1/1030 Apr 25, 2000 ***A*****$790 . O0* Memo : pay Seven Hundred Eighty and 0/100 Dollars FEDERAL COMMUN. COMM. DATE AMOUNT forie PO BOX 371008 M orber PITTSBURGH, PA 15251—7008 OF HOLD ANGLE To ViEw ©004 27491® 610300004786 1101803918 70.°

APPROVED BY OMB 3060—0589 BEFORE PROCEEDING FEDERAL COMMUNICATIONS COMMISSION REMITTANCE ADVICE LockBox & 358115 sese uo.__L__ c_3 name as appears on your Distance, Inc. 3705 W. Memorial Suite 101 —A Oklahoma Ci NUMB ER (405) 749—9999 MORE THAN ONE. APPLICANT, USE CONTINUATION SHEETS name as appears on DAYTIME NUMBER CODE (if not in COMPLETE SECTION C FOR EACH SERVICE, IF MORE BOXES ARE NEEDED, USE CONTINUATION SHEETS (FORM 159—C) © U I 780.00 AYER TIN 7)|3|—|1|4]4]1|5|8|9 CANT TIN p e rey Tibbels , Certify under penalty of perjury that oing—and sup wf (PRINT NAME) — true and correct to the best of my knowledge, infomation and belief. SIGNATURE MONTH YEAR hereby authorize the FCC to charge my VISA or MASTERCARO the service(s)/authoritations (s) herein descrined. >

Before the DERAL COMMUNICATIONS COMMISSION Washington, D.C. 20554 In the Matter of N N N N N N)/ LONE WOLF E. sY, INC. Transferee ZENEX LONG I ANCE, INC. File No. N N NNN N N NY Transferor Application for A ty Pursuant to Section 214 of the munications Act of 1934, as amenc ) Transfer Control of Authorized Ints mal Carrier AP, ATION FOR CONSENT TO TRANSFER CONTROL Pursuant t« ion 214 of the Communications Act of 1934, as amended, 47 U.S.C. § 214 (1999), and & 1 63.18 of the Commission‘s Rules, 47 C.F.R. § 63.18 (1999), Zenex Long Distance, In enex" or "Applicant") hereby requests authority to effectuate the transfer of control of Zene international carrier, to Lone Wolf Energy, Inc. ("Lone Wolf"). Zenex is a non—domin ‘arrier authorized by this Commission to provide international telecommunications services. By this Application, Applicant seeks Commission approval of the proposed agreement to merge Prestige Investments, Inc. ("Prestige"), the parent company of Zenex, with and into a to—be—formed wholly—owned subsidiary corporation of Lone Wolf, with Prestige to be the surviving corporation thus becoming a wholly—owned subsidiary of Lone Wolf. This merger would result in a change in the ultimate parent company of Zenex. As fully described herein, approval of the transfer will permit Lone Wolf and Zenex to realize significant economic and marketing efficiencies which will enhance Zenex‘s ability to

continue providing high quality, low cost telecommunications services and to compete more effectively in the international telecommunications marketplace. Accordingly, grant of this Application will benefit the public interest. In support of this Application, Applicant submits the following information: L. THEPARTIES (a) Lone Wolf Energy, Inc. Lone Wolf is a publicly—held Colorado corporation whose principal office is located at 2400 N.W. 30", No. 814, Oklahoma City, Oklahoma, 73112. Lone Wolf is not a provider of telecommunications services and has no affiliation, within the meaning of Section 63.09(e) of the Commission‘s Rules, 47 C.F.R. § 63.09(e) (1999), with a dominant U.S. or foreign facilities— based carrier. Furtherinformation required by the Commission pursuant to Section 63 .18 regarding Lone Wolf is included below in Part IV of this Application. (b) Zenex Long Distance, Inc. Zenex, an Oklahoma corporation, has global authority to provide resold international telecommunications services.‘ Zenex is considered a non—dominant carrier under the Commission‘s Rules. Zenex has no affiliation, within the meaning of Section 63.09(e) of the Commission‘s Rules, 47 C.F.R. § 63.09(e) (1999), with a dominant U.S. or foreign facilities— * Overseas Common Carrier Section 214 Applications Actions Taken, Public Notice, File No. ITC 96—308, DA 96—1221, 11 FCC Red. 12654 (August 2, 1996). Approval of the transfer of control of Zenex to Prestige was granted in International Authorizations Granted, Public Notice, File No. ITC—T/C—19990511—00330, DA 99—1317, 14 FCC Red. 13107 (July 2, 1999).

based carrier. Information concerning Zer egal, technical, and financial qualifications to provide service was submitted with the co y‘s application for Section 214 authorization and is, therefore, already a matter ofrecot re the Commission. (c) Prestige Investment Prestige is an Oklahoma co ion with its principal offices located at 821 S.W. 66", Oklahoma City, OK, 73139. Presti s granted authority by the Commission to acquire all of the issued and outstanding stock of: on July 2, 1999 resulting in Zenex becoming a wholly— owned subsidiary of Prestige." Pre: ; not a provider of telecommunications services and has no affiliation, within the meaning c 1on 63.09(e) of the Commission‘s Rules, 47 C.F.R. § 63.09(e) (1999), with a dominant I r foreign facilities—based carrier. II. DESCRIPTION OF TRA TION Pursuant to a letter ofinten »licant proposes atransaction whereby Lone Wolf will issue 15,550,000 shares of Lone ‘ common stock, par value $.001 per share, to the sharefiolders of Prestige in conside for the merger ofPrestige into a to—be—formed wholly— owned subsidiary corporation of Lo )If. This merger would result in a change in the ultimate parent company of Zenex. The tra____._on will be structured in a manner which will qualify as a tax—free reorganization under the applicable provision of the Internal Revenue Code of 1986. Zenex will continue in existence under the laws of the State of Oklahoma and its Certificate of Incorporation and By—Laws shall remain as in effect immediately prior to the merger. The only See supra at n.1.

change will be the transfer of ownership of the parent company of Ze1 Lone Wolf. Applicant expects to consummate the transaction immediately therefore, requests Commission approval for authority to effectuate the acquisition, thereb wing for the transfer of control of Zenex to Lone Wolf as soon as possible. III. PUBLICINTEREST Consummation of the proposed transaction will serve the pul terest in promoting competition in the international telecommunications market by provid mex the opportunity to strengthen its competitive position by combining Lone Wolf‘s finane: ources with Zenex‘s global resale services, products and expertise. The transaction create: ss, by Zenex, to the larger capital base of its new parent company, Lone Wolf. Zenex‘s op ns will more readily increase in size and profitability, due to enhanced economies of scale. 4 lingly, the proposed acquisition will benefit consumers through improved services and lowe ;, thereby promoting competition in the international telecommunications market. The Commission recognizes that the international market for s ied voice servicesis becoming increasingly competitive in nature andthat such competition b\ ;sconsumers." Given the Commission‘s desire to foster competition in the international switc! rvices market, grant of the proposed transaction is in the public interest. 3 See In re Rules and Policies on Foreign Participation in the U.S. Telecommunications Market; Market Entry and Regulation of Foreign—Affiliated Entities, Report and Order and Order on Reconsideration, 12 FCC Red. 23891, 23891 (1997). 4

IV. SPECIFIC PART 63 INFORMATION As required by Section 63.18 of the Commission‘s Rules, Applicants submit the following information: (a) Names, addresses and telephone numbers of Parties: Transferee Lone Wolf Energy, Inc. 2400 N.W. 30", No. 814 Oklahoma City, OK 73112 (405) 417—0276 Telephone Transferor Zenex Long Distance, Inc. 3705 W. Memorial Suite 101—A Oklahoma City, OK 73134 (405) 749—9999 Telephone Prestige Investments, Inc. 821 S.W. 66" Oklahoma City, OK 73139 (405) 631—8200 (b) The Government, State, or Territory under the laws of which each of the Parties is organized: Lone Wolf is a corporation organized under the laws of the State of Colorado and both Zenex and Prestige are corporations organized under the laws of the State of Oklahoma. (c) Correspondence concerning this Application should be addressed to: Thomas K. Crowe C. Jeffrey Tibbels, Law Offices of Thomas K. Crowe, P.C. 2300 M Street, N.W., Suite 800 Washington, D.C. 20037 (202) 973—2890 Telephone

with a copy to: Mark Newman President Lone Wolf Energy, Inc. 2400 N.W. 30", No. 814 Oklahoma City, OK 73112 and Judith A. Riley Telecom Professionals, Inc. 2912 Lakeside Drive, Suite 100 Oklahoma City, OK 73120 (d) Statement as to previous Section 214 authorization: As discussed above, Zenex previously received authority from the Commission under Section 214 of the Communications Act to provide global resale services.* Neither Lone Wolf nor Prestige are providers of telecommunications services. (e) This Application requests transfer of control of Zenex to Lone Wolf. (£) Not applicable. (g) Not applicable. (b) The following individual holds a ten percent (10%) or greater ownership interest in Lone Wolf: Name/Address % Held Citizenship Principal Business Marc Newman 32 % U.S. President, Lone Wolf (i) Certification by Lone Wolf of non—affiliation with a foreign carrier: iSee attached. See supra at n.1.

G) Certification that Lone Wolf does not intend to provide international telecommunications services to a destination country for which any of Sections 63.18(j)(1)—(4) of the Commission‘s Rules, 47 C.F.R. § 63.18(j)(1)—(4) (1999) is true: See attached. (k) Not applicable. () Not applicable. (m) Not applicable. (n) Certification that Lone Wolf has not agreed to accept special concessions directly or indirectly from any foreign carrier with respect to any U.S. international route where the foreign carrier possesses market power on the foreign end of the route and will not enter into such agreements in the future: iSee attached. (0) Certifications by Parties that no party to this Application is subject to a denial of Federal benefits pursuant to Section 5301 of the Anti—Drug Abuse Act of 1988, 21 U.S.C. 853(a): iSee attached. (p) Not applicable.

v. CONCLUSION For the reasons stated herein, Zenex respectfully submits that the public interest, convenience and necessity would be furthered by grant of this application. Respectfully submitted, ZENEX LONG DISTANCE, INC. o on h {m.. Fhomas K.Crowe C. Jeffrey Tibbels, LAW OFFICES OF THOMAS K. CROWE, P.C. 2300 M Street, N.W., Suite 800 Washington, D.C. 20037 (202) 973—2890 Telephone COUNSEL FOR ZENEX LONG DISTANCE, INC. April 27, 2000

CERTIFICATION On behalf of Zenex Long Distance, Inc. ("Zenex") and in accordance with Sections 1.2001—1.2003 of the Commission‘s Rules, 47 C.F.R. §§ 1.2001—1.2003 (1999), I herebycertify that neither Zenex, its officers and directors, or any party with a five percent or greater interest in Zenex, is subject to a denial of the Federal benefits requested herein pursuant to Section 5301 of the Anti—Drug Abuse Act of 1988. See 21 U.S.C. § 853(a) (1999). I also hereby certify that the statements in the foregoing application are true, complete, and correct to the best of my knowledge and are made in good faith. Zenex has not agreed to accept any concessions directly or indirectly from any foreign carrier or administration with respect to traffic or revenue flow between the United States and various international points under the authority granted under Section 214 of the Communications Act of 1934, as amended, and the Commission‘s Rules, and has not agreed to enter into such agreements in the future. ZENEX LONG DISTANCE, INC. » By: LE \)j‘}f% Name: Brigs Caths Title: _ Pesic(zzl‘/v?f L.E Date: 6//2 570 O

CERTIFIC ION On behalf of Lone Wolf Energy, Inc. ("I e Wolf") and in accordance with Sections 1.2001—1.2003 of the Commission‘s Rules, 47 C.F . §§ 1.2001—1.2003 (1999), I herebycertify that neither Lone Wolf, its officers and directors r any party with a five percent or greater interest in Lone Wolf, is subject to a denial of the ‘deral benefits requested herein pursuant to Section 5301 of the Anti—Drug Abuse Act of 1988. ie 21 U.S.C. § 853(a) (1999). I alsohereby certify that the statements in the foregoing applicai i are true, complete, and correct to the best of my knowledge and are made in good faith. Lone Wolf has not agreed to accept any con: sions directly or indirectly from any foreign carrier or administration with respect to traffic ofr venue flow between the United States and various international points under the authority gra d under Section 214 of the Communications Act of 1934, as amended, and the Commission‘s iles, and has not agreed to enter into such agreements in the future. Pursuant to Section 63.18(i) of the Commi on‘s Rules, 47 C.F.R. § 63.18(i) (1999), I certify that Lone Wolf is neither a foreign carrier * affiliated with a foreign carrier as defined by the Commission‘s Rules. Further, pursuant to Section 63.18(7) of tt commission‘s Rules, 47 C.F.R. § 63.18(J) (1999), I certify that Lone Wolf does not intend provide international telecommunications services to a destination country for which: (1) Lo Wolf is a foreign carrier in that country; or (2) Lone Wolf controls a foreign carrier in that col :y; or (3) any entity that owns more than 25 percent of Lone Wolf controls a foreign carrier in t] country; or (4) two or more foreign carriers (or parties that control foreign carriers) own, in the gregate, more than 25 percent of Lone Wolf and are parties to, or the beneficiaries of, a contri 1al relation (e.g., a joint venture or market alliance) affecting the provision or marketing of ir national basic telecommunications services in the United States. LONE WOL ENERGY, INC. Pssy Rumcze— Name: Méftc Mew‘marl Title: /? €5, D!PA//_, Date: Z//cx)

CERTIFICATE OF SERVICE I, Jessica Baluss, a legal assistant with the Law Offices of Thomas K. Crowe, P.C., certify that on April 27, 2000, a copy of the foregoing Application was served byfirst class U.S. mail, postage prepaid, on the parties listed below. Deputy Assistant Secretary of Breck Blaylock Defense (Telecommunications) Chief, Policy and Facilities Branch Office of the Assistant Secretary International Bureau, Of Defense Telecommunications Division Pentagon, Room 3E160 Federal Communications Commission Washington, D.C. 20401 445 12"" Street, S.W. Room 6—A767 National Security Agency Washington, D.C. 20554 GO042, NSA, EMC Center Room 1C 166 Donald Abelson 9800 Savage Road Chief, International Bureau Fort George Meade, MD 20755 Federal Communications Commission 445 12"" Street, S.W. U.S. Coordinator and Director Room 6—A767 Office of International Communications Washington, D.C. 20554 Policy (EB—TD) Department of State Frances Eisenstein 21" and C Streets, NW. International Bureau, Washington, D.C. 20305—2000 Telecommunications Division Attn: Code 15 Federal Communications Commission 445 12"" Street, S.W. Chief Regulatory Counsel Room 6—C866 Defense Communications Agency Washington, D.C. 20554 Washington, D.C. 20305—2000 Attn: Code 115 National Telecommunications and Information Administration 14" & Constitution Ave., N.W. Room H4717 /\toven &/M Washington, D.C. 20320 Jes&i;’a Baluss


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