Attachment Attachment 1

This document pretains to ITC-T/C-20120126-00026 for Transfer of Control on a International Telecommunications filing.

IBFS_ITCTC2012012600026_936685

                                            ATTACHMENT 1

       Notification of Pro Forma Assignment of Transfer of Control of Voicecom
Telecommunications, LLC to ACG Telecom, LLC Pursuant to an Internal Reorganization

Pursuant to Sections 63.24(d) and 63.24(f) of the Commission’s Rules,1 Voicecom
Telecommunications, LLC (“Voicecom”), a Delaware limited liability company, notifies the
Commission of the pro forma transfer of control of Voicecom pursuant to an internal
reorganization, as follows.

Answer to Question 10:

Contact Information For All Parties To This Notification:

                                                            With a Copy to:
           Daniel E. Mell                                   Charles A. Hudak, Esq.
           Chief Financial Officer                          Jon C. Martin, Esq.
           Voicecom Telecommunications, LLC                 Friend, Hudak & Harris, LLP
           5900 Windward Parkway                            Three Ravinia Drive
           Suite 500                                        Suite 1450
           Alpharetta, Georgia 30005                        Atlanta, Georgia 30346
           Tel: (770) 325-8000                              Tel: (770) 399-9500

Prior International Section 214 Authorizations:

Voicecom holds the following international Section 214 authorization:

          Authorization Number:            ITC-214-20020509-00226
          Type of Authorization:           Global or Limited Global Facilities-Based Authority
                                           Pursuant to Section 63.18(e)(1) of the FCC’s Rules to All
                                           International Points

Under file number ITC-T/C-20101209-00480, the Commission previously approved the transfer
of control of Voicecom to Amvensys Telecom Holdings, LLC, which is now known as
Amvensys Capital Group, LLC (“Amvensys”).

Answer to Question 11:

Pursuant to Section 63.18(h) of the Commission’s Rules,2 the following persons or entities hold a
ten percent (10%) or greater voting or equity interest in Voicecom’s ultimate parent, Amvensys
Capital Group (“Amvensys”), and in Voicecom (through a series of intervening limited liability
companies).




    1
        47 C.F.R. §§ 63.24(d), 63.24(f).
    2
        47 C.F.R. § 63.18(h).


                                              ATTACHMENT 1

       Notification of Pro Forma Assignment of Transfer of Control of Voicecom
Telecommunications, LLC to ACG Telecom, LLC Pursuant to an Internal Reorganization

       Name and Address                       Percent Held               Citizenship       Principal Business
 Z. Ed Lateef                              50%3 of Amvensys                 USA           Telecommunications
 1330 Capital Parkway                      Capital Group, LLC                             / Interconnected
 Carrollton, Texas 75006                                                                  VoIP
 Lubna Lateef                              50% of Amvensys                   USA          Investments
 1330 Capital Parkway                      Capital Group, LLC
 Carrollton, Texas 75006
 Amvensys Capital Group, LLC               100% of ACG                       USA          Telecommunications
 1330 Capital Parkway                      Telecom, LLC                                   / Interconnected
 Carrollton, Texas 75006                                                                  VoIP
 ACG Telecom, LLC                          100% of Voicecom                  USA          Telecommunications
 1330 Capital Parkway                      Telecommunications,                            / Interconnected
 Carrollton, Texas 75006                   LLC                                            VoIP
 Voicecom Telecommunications,                                                USA          Telecommunications
 LLC (Applicant)                                                                          / Interconnected
 5900 Windward Parkway                                                                    VoIP
 Alpharetta, Georgia 30005

Answer to Question 13:

Voicecom provides international long distance telecommunications services. Pursuant to an
internal reorganization, Voicecom Telecommunications, Inc. (“Voicecom Holdco”) transferred
to ACG Telecom, LLC (“ACG”) 100% of the membership interest in Voicecom. As of
December 28, 2011, the internal reorganization changed Voicecom’s direct ownership from
Voicecom Holdco to ACG, but Voicecom’s ultimate corporate ownership remains with
Amvensys. The reorganization did not involve the assignment of any authorizations, nor did it
involve the transfer of any customers between Voicecom and any affiliate of Amvensys.
Voicecom continues to provide service to its existing customers under its existing name and
pursuant to its existing authorizations, with no change in the rates or terms and conditions of
service as a result of the reorganization. Accordingly, the reorganization was transparent to
Voicecom’s customers in terms of the services they receive. Therefore, the internal
reorganization is pro forma.




     3
        Z. Ed Lateef and his wife, Lubna Lateef, each hold 50% of the membership interests of Amvensys Capital
Group, LLC. However, as of the date of the internal reorganization, Mr. Lateef was the sole manager of Amvensys.
Mrs. Lateef is a non-manager, non-officer member and is expressly prohibited from participating in the operation or
management of, transacting any business for or in the name of, or signing for or binding Amvensys. Beyond her
rights to share income, gain, distributions, losses and deductions, Mrs. Lateef could not affect any change to
Amvensys by exercising her voting power without the concurrence of Mr. Lateef. Therefore, Mr. Lateef controlled
Amvensys on a de facto basis and 100% of the interests in Amvensys Capital Group, LLC have been attributed to
him.



Document Created: 2012-01-26 10:53:27
Document Modified: 2012-01-26 10:53:27

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