Attachment BroadRiver Inc - Tr

BroadRiver Inc - Tr

SUPPLEMENT

Supplement

2010-05-11

This document pretains to ITC-T/C-20100325-00130 for Transfer of Control on a International Telecommunications filing.

IBFS_ITCTC2010032500130_816596

Before the FEDERAL COMMUNICATIONS COMMISSION Washington, D.C. 20554 In the Matter of s s so s se su Ne se Ne se ne ne se n n n se N n y Nevada Utilities Company d/b/a "Nevada Telephone" And d/b/a "Excella" ("Licensee") FRN: 0007268311 Nevada Telecom Solutions, Inc. ("Transferor") And File No.:ITC—214—20090219—00095 BroadRiver, Inc. ("Transferee") FRN: 0019653930 Application for authority pursuant to Section 214 of the Communications Act of 1934, as amended, for global authority to operate as an international facilities—based and resale carrier SUPPLEMENT TO SECTION 214 AUTHORITY TRANSFER OF CONTROL APPLICATION INFORMATION Now Comes BroadRiver, Inc. ("BroadRiver" or "Transferee") and supplements details requested by the Federal Communication Commission (hereafter called the "Commission‘") related to its Joint Application for a transfer of control and authority of Nevada Utilities Company d/b/a "Nevada Telephone" and "Excella Communications" ("Nevada Utilities" or "Licensee"), pursuant to Section 214 of the Communications Act of 1934, as amended, 47 U.S.C. Section 214 et. al. (1982), and Section 63.18 of the Federal Communication Commission‘s (hereafter called "Commission") Rules, 47 C.F.R. Section 63.18, to provide global or limited international facilities—based and resale services between(the United States and international points, except those international points not authorized by the Commission and updated from time to time on the Commission‘s Exclusion List.

L As TO NATURE OF TRANSACTION & QUESTIONS WHETHER CONSUMMATION OF TRANSACTION HAS OCCURRED PRIOR TO THE TRANSFER OF CONTROL AND SPECIAL TEMPORARY AUTHORITY HAVE BEEN SOUGHT: At present Nevada Telecom Solutions, Inc. ("Nevada Telecom" or "Transferor") and BroadRiver, Inc. ("BroadRiver" or "Transferee") have executed a Stock Purchase Agreement ("purchase agreement") for Neyada Utilities Company d/b/a "Nevada Telephone" and "Excella Communications" ("NEVADA UTILITIES" or "Licensee"). The purchase agreement contained a transition period, in which BroadRiver did not take possession of the stock, with the intended purposes of: (1.) transferring the payment of the Purchase Price, as detailed below; and (2) gaining approval by applicable regulatory authorities including the Federal Communication Commission (hereafter called the "Commission"). Once both of these two events transpired, the transaction would be finally completed and full transfer of shares contemplated in the purchase agreement would occur. At this time, BroadRiver staff are actively overseeing and working alongside NEVADA UTILITIES staff to ensure continuity of payments to critical venders of NEVADA UTILITIES; service continuity of NEVADA UTILITIES to the 5,000 customers in the Las Vegas Nevada area; and thrift management of NEVADA UTILITIES business resources to ensure no layoff of the existing 30 person staff of NEVADA UTILITIES. This was undertaken by BroadRiver after the execution of the signed purchase agreement to ensure that amounts previously paid by BroadRiver, as a part of the agreed purchase price, were in fact not paid to BroadRiver‘s financial detriment in this transaction. Likewise, part of the purchase price of NEVADA UTILITIES stock included the payment of past regulatory liabilities of NEVADA UTILITIES. BroadRiver is currently administering the regulatory affairs of NEVADA UTILITIES so it may more fully know and clean—up NEVADA UTILITIES‘s regulatory condition with the intention of being able to eventually undertake the post—transaction plans that motivated its original agreement with NEVADA UTILITIES. This has also been done to ensure that no unknown NEVADA UTILITIES liabilities later arise post—transaction and surprise BroadRiver unnecessarily.

The acquisition of NEVADA UTILITIES stock has been tolling since September of 2009 when NEVADA UTILITIES‘s owners approached BroadRiver with the purchase proposition. With time for only minimal due diligence, BroadRiver hastily entered into the September 2009 purchase agreement to acquire the stock of NEVADA UTILITIES for a purchase price of $1.00 USD plus the assumption of certain debt and other liabilities to be paid over time. The purchase price was intended to be paid over a series of months giving ample time to obtain all regulatory approvals and have both events converge at the same time for a final closing. However, due to poor financial recordkeeping on the part of NEVADA UTILITIES,I BroadRiver was unable to assess an accurate state of NEVADA UTILITIES‘s finances and debt prior to paying down substantial liabilities under the purchase agreement. BroadRiver thereafter discovered a number of NEVADA UTILITIES‘s liabilities and agreements that are much more unfavorable for NEVADA UTILITIES than originally believed by BroadRiver. This has accelerated all timetables first contemplated for the payment of the purchase price and in turn the final amount of debt that was actually embodied the purchase price. BroadRiver has negotiated with numerous NEVADA UTILITIES vendors, including carriers, to pay NEVADA UTILITIES‘s debts and give assurances that the probability of receiving full payment from NEVADA UTILITIES was much more certain going forward once the acquisition of NEVADA UTILITIES was completed by BroadRiver. As a quid—pro—quo concession with the Transferor at that time, thrift management and administrative oversight of NEVADA UTILITIES by experienced BroadRiver personnel was immediately required by BroadRiver to aid and support existing NEVADA UTILITIES staff. For that reason, most venders have been willing to continue providing service and to work with NEVADA UTILITIES over time to remedy past payment issues. BroadRiver now considers the purchase price for NEVADA UTILITIES stock to have effectively been paid to Transferor Nevada Teiecom Solutions, Inc., and only the outstanding item preventing the transaction completion pursuant to the purchase agreement is approval by the Commission. While BroadRiver is paying liabilities and sustaining oversight over NEVADA UTILITIES, the three‘ owners of Transferor, Nevada Telecom Solutions, Inc., have provided valuable input during this period

and continue to do so. One of the owners is actively involved with NEVADA UTILITIES‘s day—to—day operations and has accepted full—time and long—term employment with BroadRiver to ensure post transaction continuity. The other two owners of the Transferor, Nevada Telecom Solutions, Inc., have since left the State of Nevada to pursue job opportunities in order to support themselves in anticipation of the final closing of this transaction being close at hand. Since the purchase price was based upon the assumption of debt, BroadRiver has not prohibited their departure from day—to—day operations insofar as one owner of Transferor actively attends the day—to—day operations of NEVADA UTILITIES with BroadRiver and the other owners of Transferor are available as—needed to administer to NEVADA UTILITIES affairs until this transaction is complete. CONCLUSION In conclusion of the foregoing Application and Attachments, the Applicant BroadRiver certifies that all of the information in this application is accurate and correct. For these reasons, respectfully requests that the Commission grant this application. Respectfully submitted, BroadRiver, Inc. By: /s/ Michael Landreth /s/ Name Michael Landreth Title: CFO of BroadRiver, Inc. By and through Regulatory Counsel: Respectfully Submitted, /s/ Edward A. Maldonado _/s! Edward A. Maldonado, Esq. Regulatory Counsel for BroadRiver, Inc. www.maldonado—group.com MALDONADO LAW GROUP Law Office of Edward A. Maldonado, PA . 7925 NW 12th Street, Suite 300, Doral FL 33126 Tel: (305) 477—7580 Fax: (305) 477—7504

VERIFICATION I, Michael Landreth, state that I am the Chief Financial Officer of BroadRiver, Inc.; that I am authorized to make this Verification on behalf of BroadRiver, Inc.; that the foregoing filing was prepared under my direction and supervision; and that the contents are true and correct to the best of my knowledge, information, and belief. I declare under penalty of perjury that the foregoing is true and correct. Executed this May 5, 2010. BroadRiver, Inc. By: /s/ Michael Landreth /s/ Name Michael Landreth Title: CFO of BroadRiver, Inc.


Document Created: 2010-05-12 11:28:03
Document Modified: 2010-05-12 11:28:03
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