Attachment Attachment 1

This document pretains to ITC-T/C-20151105-00252 for Transfer of Control on a International Telecommunications filing.

IBFS_ITCTC2015110500252_1114520

Before the FEDERAL COMMUNICATIONS COMMISSION Washington, D.C. 20554 N/ NNN N Nt N NT NN N/ In the Matter of the Application of Richard Pierce, Transferor and File No. ITC—T/C—2015 Scott Grau, Transferee For Authority pursuant to Section Section 214 of the Communications Act of 1934, as amended, to Transfer Control of Equivoice Holdings, Inc. JOINT APPLICATION FOR AUTHORIZATION TO TRANSFER CONTROL OF EQUIVOICE HOLDINGS, INC. 1. INTRODUCTION Pursuant to Section 214 of the Communications Act of 1934, as amended, (the"Act") and S'ection 63.24 of the Commission‘s rules, 47 C.F.R. §63.24, Richard Pierce ("Transferor") and Scott Grau ("Transferee") (collectively the "Applicants") hereby seek authority to transfer control of Equivoice Holdings, Inc., ("Holdings").‘ Equivoice Holdings, Inc. is the sole owner of Equivoice Cruise, LLC, which provides non—interconnected VoIP services. The proposed transfer of control will occur through a stock purchase agreement under which the Equivoice Holdings, Inc. will purchase all of Mr. Pierce‘s 50% ownership interest in Equivoice Holdings, Inc. Following the transfer, Scott Grau, the Transferee, will own and control 100% of Equivoice Holdings, Inc. and Richard Pierce will no longer have any ownership ‘ Equivoice Holdings, Inc. is a 214 Authorization Holder, issued under File No. ITC—214—20051102—00446.

interest in Holdings. Holdings will retain its existing international 214 license. Holdings will continue to own 100% of Equivoice Cuise, LLC following the transaction. Applicants respectfully submit that this Application is eligible for streamlined processing pursuant to Section 63.12 of the Commission‘s Rules, 47 C.F.R. §63.12, as demonstrated in Sections V below. In support of this Application, Applicants provide the following information: IL. DESCRIPTION OF THE APPLICANTS A. Licensee The Licensee is Equivoice Holdings, Inc. It is authorized pursuant to ITC—214—20051102— 00446 to provide International Global or Limited Global Facilities—Based and Resale Service. It is currently owned and controlled equally by Scott Grau (50%) and Richard Pierce (50%). Equivoice Holdings, Inc. does not provide any domestic or international telecommunications services. It is 100% owner of Equivoice Cruise, LLC, which provides non—interconnected VoIP services and does not currently offer any domestic or international telecommunications services. B. Transferor The Transferor is Richard Pierce, a private U.S. Citizen whose business address is 412 Lake Avenue, Park Ridge, Illinois 60068. Mr. Pierce currently holds a 50% ownership and voting interest in Equivoice Holdings, Inc. C. Transferee The Transferee is Scott Grau, a private U.S. Citizen whose current business address is 412 Lake Avenue, Park Ridge, Illinois 60068. Mr. Grau currently holds a 50% ownership and voting interest in Equivoice Holdings, Inc.

III. DESCRIPTION OF THE TRANSACTION Pursuant to a Stock Purchase Agreement, Mr. Pierce will sell his 50% ownership interest in Equivoice Holdings, Inc. and its wholly—owned subsidiary, Equivoice Cruise, LLC, to EQuivoice Holdings, Inc. in exchange for cash. After the transaction, Mr. Pierce will no longer have an ownership interest in Holdings and Mr. Scott Grau will own and control 100% of Holdings and Equivoice Cruise. Exhibit A to this application depicts the pre and post—transaction organizational structures. The Transaction is expected to close December 31, 2015, subject to regulatory approval. The proposed transfer of control will have no adverse impact on customers. Equivoice Holdings, Inc. does not currently provide domestic or international telecommunications services; its subsidiary, Equivoice Cruise, LLC provides non—interconnected VoIP services and will continue to do so following the transaction. To the extent that Equivoice Cruise, LLC expands its offerings in the future to include international telecommunications services, it will operate pursuant to Holdings‘ international 214 license.

IV. PUBLUIC INTEREST STATEMENT The proposed Transaction described above will serve the public interest. Following the Transaction, Holdings and its subsidiary, Equivoice Cruise, LLC, will be owned and controlled by Mr. Grau, who has approximately 30 years of telecommunications experience. He will continue to focus his attention on non—traditional offerings, including non—interconnected VoIP services, which will benefit the public by expanding consumer choice for such products. v. INFORMATION REQUIRED BY SECTION 63.24(e) Pursuant to Section 63.24(e)(2) of the Commission‘s Rules, the Applicants submit the following information requested in Section 63.18 (a)—(d) and (h)—(p) in support of this Application: (a) Name, address and telephone number of each Applicant: Transferor: Richard Pierce: 412 Lake Avenue Park Ridge, IL 60068 Tel: 321—574—1902 Transferee: Scott Grau: 412 Lake Avenue Park Ridge, IL 60068 Tel: 321—574—1902 (b) Jurisdiction of Organizations: Transferor: Richard Pierce is a U.S. Citizen Transferees: Scott Grau is a U.S. Citizen Equivoice Holdings, Inc.: Illinois Corporation Equivoice Cruise, LLC: Illinois Limited Liability Company

(c) Correspondence concerning this Application should be sent to: Sharon Thomas Consultant Technologies Management, Inc. 2600 Maitland Center Parkway Suite 300 Maitland, FL 32751 Tel: 407—740—3031 Fax: —407—740—0613 sthomas@tmince.com (d) Section 214 Authorizations Equivoice Holdings, Inc. holds international Section 214 authority under File No. ITC—214—20051102—00446. Information for Transferee (b) The following information is provided for the transferee, Scott Grau, who will have a 100% voting and ownership interest in Equivoice Holdings, Inc. following the transaction: Name: Scott Grau Address: 412 Lake Avenue Park Ridge, 1L60068 Citizenship: U.S. Principal Business: Telecommunications % Interest: 100% There are no interlocking directorates with a foreign carrier. i) Transferee certifies that he has no ownership in any foreign carrier, nor is he affiliated with any foreign carrier, nor will he become affiliated with any foreign carrier as a result of this transaction. (§) Transferee certify that he does not seek to provide international telecommunications services to any destination country where:

(1) The Transferee is a foreign carrier in that country; or (2) The Transferee controls a foreign carrier in that country; or (3) Any entity that owns more than 25 percent of the Transferee, or that controls the Transferee, controls a foreign carrier in that country; or (4) Two or more foreign carriers (or parties that control foreign carriers) own, in the aggregate more than 25 percent of the Transferee and are parties to, or the beneficiaries of, a contractual relation affecting the provision or marketing of international basic telecommunications services in the United States. (k) Not applicable. (1) Not applicable. (m) Not applicable. (n) Transferee certifies that he 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. (0) Applicants certify that they are not subject to denial of federal benefits pursuant to Section 5301 of the Anti—Drug Abuse Act of 1998. See 21 U.S.C. § 853a; see also 47 C.F.R. §§ 1.2001—1.2003. (p) Applicants respectfully submit that this Application is eligible for streamlined processing pursuant to Section 63.12(a)—(b) of the Commission‘s Rules, 47 C.F.R. §63.12(a)—(b). In particular, Section 63.12(c)(1) is inapplicable because the Applicant is not affiliated with any foreign carriers and none of the scenarios outlined in Section 63.12(c) of the Commission‘s Rules, 47 C.F.R. § 63.12(c), apply.

VI._ CONCLUSION For the reasons stated above, Applicants respectfully submit that the public interest, convenience, and necessity would be furthered by a grant of this Application. Applicants respectfully request that the Commission approve the proposed Transaction as soon as possible. Respectfully submitted, /s/ Sharon Thomas Sharon Thomas Technologies Management, Inc. 2600 Maitland Center Parkway Suite 300 Maitland, FL 32751 Tel: 407—740—3031 Fax: —407—740—0613 sthomas@tminc.com Consultant to Transferor and Transferee Dated: November 5, 2015

Exhibit A PRE—TRANSACTION ORGANIZATION Equivoice Holdings, Inc. Richard Pierce = 50% Scott Grau = 50% | 100% owned Equivoice Cruise, LLC POST—TRANSACTION ORGANIZATION Equivoice Holdings, Inc. Scott Grau = 100% 100% owned T Equivoice Cruise, LLC

VERIFICATION STATE OF ILLINOIS COUNTY OF COOK 1, Scott Grau, being first duly sworn, do hereby certify, depose and state that I have read the foregoing Application; and that the facts stated therein are true and correct to the best of my knowledge, information and belief. fl%fi@ Scott Grau Subscribed and sworn to before me, a Notary Public, this 30 day of C obe(" 2015. ; vo£ "\._ . Qfamx,moqy . (,'U LiAE Notary Public ) OFFICIAL SEAL LAURA L WUTZEN Notary Public — State of IHinois My Commission Expires Jun 11, 2018 My Commission expires: 6 1 ( [ |%

VERIFICATION STATE OF ILLINOIS COUNTY OF COOK I, Richard Pierce, being first duly sworn, do hereby certify, depose and state that I have read the foregoing Application; and that the facts stated therein are true and correct to the best of my knowledge, information and belief. Richard Pierce Subscribed and sworn to before me, a Notary Public, this Sbfiq day of O Q}Cb@r 2015. Notary Public / OFFICIAL SEAL LAURA L WUTZEN Notary Public — State of Hllinois My Commission Expires Jun 11, 2018 My Commission expires: C [ H /|g


Document Created: 2015-11-05 16:27:06
Document Modified: 2015-11-05 16:27:06
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