Attachment Transfer of Control

This document pretains to ITC-T/C-20160119-00045 for Transfer of Control on a International Telecommunications filing.

IBFS_ITCTC2016011900045_1123155

Lance J.M. Steinhart, P.C. Attorneys At Law 1725 Windward Concourse Suite 150 Alpharetta, Georgia 30005 Also Admitted in New York Telephone: (770) 232-9200 Email: lsteinhart@telecomcounsel.com Facsimile: (770) 232-9208 January 19, 2016 VIA FCC E-DOCKET Secretary Federal Communications Commission 445 12th Street, S.W. Washington, D.C. 20554 Re: Application for Approval of a Transfer of Control for NECC Telecom, Inc. Dear Sir/Madam, Attached please find for filing an Application for NECC Telecom, Inc. (“NECC”) requesting approval from the Federal Communications Commission (“FCC” or “Commission”) pursuant to Section 214 of the Communications Act of 1934, as amended, 47 U.S.C. § 214, and Sections 63.04 and 63.24 of the Commission’s rules, 47 C.F.R. §§ 63.04 and 63.24, to transfer control of NECC. In Compliance with Section 61.14 of the Commission’s Rules, the transmittal, associated files, required form 159 and $1,130 filing fee are being transmitted electronically today via the Commission’s Electronic Filing System. All correspondence and inquiries in connection with this filing should be forwarded to the undersigned. Thank you. Respectfully submitted, s/ Lance Steinhart Lance J.M. Steinhart, Esq. Managing Attorney Lance J.M. Steinhart, P.C. Attorneys for NECC Telecom, Inc. & Daniel Popa Attachments cc: Daniel Popa

BEFORE THE FEDERAL COMMUNICATIONS COMMISSION WASHINGTON, DC 20554 In the Matter of ) NECC Telecom, Inc. - USA ) ) WC Docket No. 16-_____ Application for Authorization Pursuant to ) File No. ITC-T/C-2016_____ Section 214 of the Communications Act of 1934, ) as Amended, for Assignment of Assets ) and/or Transfer of Control ) APPLICATION NECC Telecom, Inc. – USA (“NECC” or “Applicant”), hereby requests approval from the Federal Communications Commission (“FCC” or “Commission”) pursuant to Section 214 of the Communications Act of 1934, as amended, 47 U.S.C. § 214, and Sections 63.04 and 63.24 of the Commission’s rules, 47 C.F.R. §§ 63.04 and 63.24, to transfer control of NECC: (1) from Daniel Popa to Lucia Popa, pursuant to Divorce Decree (the “Initial Transaction”); and ultimately (2) from Lucia Popa (“Lucia” or “Transferor”) to Daniel Popa (“Daniel” or the “Transferee”) by way of a corporate redemption of Lucia’s fifty-one percent (51%) ownership interest in NECC, pursuant to Court Order (the “Final Transaction”, collectively, the “Transaction”). I. REQUEST FOR STREAMLINED TREATMENT OF APPLICATION Under Section 63.04(b) of the Commission’s rules, the Applicant is filing a combined domestic and international application, and the Applicant respectfully requests streamlined treatment of this Application pursuant to Sections 63.03 and 63.12 of the Commission's rules. This Application is eligible for streamlined processing pursuant to Section 63.03(b)(2) of the Commission’s rules because: (1) the proposed transaction will result in Applicant having a market share in the interstate interexchange market of less than ten percent (10%); (2) Applicant will provide competitive telephone exchange services exclusively in geographic areas served by 1

a dominant local exchange carrier that is not a party to the transaction; and (3) neither the Applicant nor any affiliates are regulated as dominant with respect to any service. This Application also qualifies for streamlined treatment under Section 63.12 of the Commission’s rules because: (1) Applicant is not affiliated with a dominant foreign carrier; (2) as a result of the transaction, Applicant will not be affiliated with any foreign carrier as defined in the Commission’s rules; and (3) none of the other scenarios outlined in Section 63.12(c) of the Commission’s rules apply. II. APPLICANT NECC Telecom, Inc. – USA (FRN: 0007026834) Applicant is a corporation organized under the laws of the State of Indiana. Its principal offices are located at 4969 US Highway 42, Suite 2700, Louisville, Kentucky 40222. Applicant is a toll reseller, providing long-distance wireline services on a retail basis in all fifty states, as well as the District of Columbia, the U.S. Virgin Islands, and Puerto Rico. III. DESCRIPTION OF THE TRANSACTION THE INITIAL TRANSACTION. Lucia Popa previously married David Popa on July 29, 1995. Said marriage was dissolved by way of a Decree of Dissolution of Marriage (“Divorce Decree”), issued on July 14, 2010. The presiding Judge in the relevant divorce proceeding incorporated and made part of the Divorce Decree’s operative terms one Marital Settlement Agreement (“Marital Settlement”), entered into between the Transferor and Transferee on May 24, 2010. In addressing the division of marital assets, including “business interests,” Section 3.6 of the Marital Settlement incorporated by reference one Memorandum of Understanding (“MOU”), entered into among others between the Transferor and Transferee on May 14, 2010. 2

As a direct result of the MOU, Marital Settlement, and Divorce Decree, Daniel Popa transferred to Lucia Popa fifty-one percent (51%) of his ownership interests in NECC, or 51 shares of outstanding and issued stock. Furthermore, Daniel Popa was barred from management authority of NECC as a result of the terms of said divorce. THE FINAL TRANSACTION. As a result of the Initial Transaction, NECC had two shareholders: Daniel Popa and Lucia Popa, with Daniel holding 49%, or 49 shares of outstanding and issued NECC stock, and Lucia holding 51%, or 51 shares of the outstanding and issued NECC stock. The Final Transaction resulted from a subsequent Agreed Judgment (“Agreement”) of Judge Charles L. Cunningham, Jr., of the Jefferson County Circuit Court (Case No. 13-CI-002337), involving litigation between the Transferor and Transferee. Pursuant to the Order, the parties were ordered to perform the Agreement according to its terms, which in part provided that NECC shall redeem Lucia’s entire ownership interest as discussed below. Per the terms of the Agreement, NECC redeemed Lucia’s 51% ownership interest. After the Transaction, Daniel holds a 100% ownership interest in the Applicant. THE TRANSACTION. The Transaction has no impact on the day-to-day operations of NECC. The purpose of the Transaction is to comply with mandated Court Orders involving Transferee and Transferor. However, NECC will remain the certificated entity. A chart showing the corporate structure both pre-and-post-Transaction is attached hereto as Exhibit B. Not only will the Transaction result in no ultimate change in ownership, with Daniel owning a majority of the stock of NECC both pre-Initial Transaction and post-Final Transaction, the Transaction will also result in no ultimate change to NECC’s management team. Daniel Popa held management authority before the Initial Transaction, and while Lucia Popa was placed in authority after the Initial Transaction, she was removed from all management authority 3

and replaced by Transferee, Daniel, who will serve as the Chief Executive Officer (CEO), principal managing officer, and sole manager as a result of the Final Transaction. NECC has the necessary managerial and technical expertise, given Daniel’s track record of successfully running and operating NECC between 2002 and 2010, to successfully operate the company after the Transaction. The bio of Daniel Popa, the sole member of the post-Transaction NECC management team is attached hereto as Exhibit C. Applicant acknowledges that due to a combination of misunderstanding, poor legal counsel, and oversight, it failed to timely request authority for the transfers of control discussed herein. Applicant has since retained new regulatory counsel, as represented herein, and replaced the third party compliance company that it used at the time of the Transactions with a new compliance vendor. Given that the Initial Transaction and Final Transaction were consummated expressly to comply with mandates of the Court, and Applicant now seeks authority for the Transaction in a good faith effort, Applicant respectfully requests that the Commission approve the instant Application and grant any other relief required. IV. PUBLIC INTEREST STATEMENT Applicant respectfully submits that the transaction and transfer of control described herein will serve the public interest. The Transaction will serve the public interest in that the ultimate transfer of control to Daniel will provide NECC with centralized ownership and management authority, in turn making Applicant a stronger competitor. The Transaction will have no adverse effect upon current customers, will be transparent to said customers, and will not result in any changes to NECC’s provision of service to its current customers. The Transaction will not have an adverse effect on non-management employees of NECC. Likewise, the Transaction will raise no competitive concerns. NECC currently offers competitive 4

telecommunications service that feature competitive pricing, high-quality services, and responsive customer service. The Transaction permits NECC to continue to offer these services to existing consumers. The new management has the requisite skill and experience to ensure customers receive the same reliable, low-cost service after the transfer. Because this transaction is a result of mandated Court Orders, and will not adversely affect consumers, Applicant submits that the Transaction is in the public interest. V. INFORMATION REQUIRED BY SECTION 63.24(e) OF THE COMMISSION'S RULES In support of this Application, the Applicant submits the following information pursuant to Section 63.24(e) of the Commission’s rules, which is the information requested in paragraphs (a), (d), (o) and (p) of Section 63.18 for both the Transferors and Transferees and the information requested in paragraphs (h) through (n) of Section 63.18 for Applicant. (a) Name, Address and Telephone Number of Transferor and Transferee i. Transferors Name: Lucia Popa Business Address: 6705 Elmcroft Circle Louisville, KY 40241 Telephone: (502) 640-6090 ii. Transferees Daniel Popa 1009 East 13 Mile Road Royal Oak, MI 48073 Telephone: (502) 640-6690 Fax: (248) 404-6946 (b) State of Organization NECC is a corporation incorporated under the laws of the State of Indiana. 5

(c) Point of Contact Information All correspondence, notices, and inquiries regarding this Application should be addressed to: i. Transferors Alan N. Linker Seiller Waterman LLC 462 S. Fourth Street, 22nd Floor Louisville, KY 40202 Telephone: (502) 584-7400 Fax: (502) 583-2100 Email: alinker@derbycitylaw.com ii. Transferees Lance J.M. Steinhart Managing Attorney Lance J.M. Steinhart, P.C. Attorneys At Law 1725 Windward Concourse, Ste. 150 Alpharetta, GA 30005 Telephone: (770) 232-9200 Fax: (770) 232-9208 Email: lsteinhart@telecomcounsel.com (d) International Section 214 Authorizations (Answer to IBFS Main Form Question 10) Applicant provides domestic telecommunications services pursuant to the blanket Section 214 authority granted in Section 63.01 of the Commission’s Rules, and it also has Section 214 authority to Provide Global Facilities-Based and Resale Telecommunications Services pursuant to FCC File No. ITC- 214-20020830-00419. (e) Ten Percent Greater Interest Holders Interlocking Directorates (Answer to IBFS Main Form Question 11 and 12) The Transferor and Transferee are “direct” shareholders. There are at this time, and will be, no other direct or indirect shareholders in NECC as a result of this Transaction. Below is a 6

description of the Transferor and Transferee, including a breakdown of ownership pre-Transaction and post-Transaction by percentage of ownership. i. Transferor The Transferor, Lucia Popa, a citizen of the United States, initially did not hold any stock in NECC. Before the Initial Transaction, the party that directly controlled ten percent (10%) or more of the issued and outstanding stock of NECC was: Name Occupation Citizenship Ownership Percent Daniel Popa Telecommunications USA 100% After the Initial Transaction, Lucia held 51 shares or fifty-one percent (51%) of all issued and outstanding stock in NECC, which she acquired in 2010 by way of a Decree of Dissolution of Marriage (“Divorce Decree”), on July 14, 2010, which incorporates the Marital Settlement Agreement signed between the Transferor and Transferee on May 24, 2010. As a result, the parties that controlled Ten Percent (10%) or more of the issued and outstanding stock of NECC after the Initial Transaction and before the Final Transaction are provided below: Name Occupation Citizenship Ownership Percent Lucia Popa Telecommunications USA 51% Daniel Popa Telecommunications USA 49% The business address for Lucia Popa is 6705 Elmcroft Circle, Louisville, Kentucky 40241. The business address for Daniel Popa is 1009 East 13 Mile Road Royal Oak, Michigan 48073. ii. Transferee The Transferee, Daniel Popa, a citizen of the United States, retained 49 issued shares of NECC stock, or a forty-nine percent (49%) ownership interest in the Applicant following the 7

issuance of the July 14, 2010, Divorce Decree. By way of an Agreed Judgment, entered into among others between the Transferor and Transferee in Jefferson Circuit Court on October 5, 2015, NECC was ordered to redeem the Transferor’s entire ownership interest, with the result that the Transferee, who retains the remaining 49 shares of outstanding and issued stock, will own one hundred percent (100%) of NECC. Therefore, the party that will directly control ten percent (10%) or more of the issued and outstanding stock of NECC as a result of the Final Transaction is provided below: Name Occupation Citizenship Ownership Percent Daniel Popa Telecommunications USA 100% The business address for Daniel Popa, as previously stated, is 1009 East 13 Mile Road Royal Oak, Michigan 48073. (f) Foreign Carrier Affiliation Certification (Answer to IBFS Main Form Questions 14- 17) As evidenced by the signature of its authorized representative to this filing, Applicant certifies that it is not, nor will be as a result of this transaction, affiliated with a foreign carrier. (g) Foreign Carrier and Destination Countries (Answer to IBFS Main Form Questions 14- 17) As evidenced by the signatures to this Application, Applicant certifies that upon consummation of this transaction it will not provide telecommunications services to any country in which: (1) Applicant is a foreign carrier in the destination market; (2) Applicant controls a foreign carrier in the destination market; (3) any entity that owns more than twenty-five (25%) of Applicant, or that controls Applicant, controls a foreign carrier in the destination market; and (4) two or more foreign carriers (or parties that control foreign carriers) own, in the aggregate, 8

more than twenty-five (25%) of the Applicant and are parties to, or the beneficiaries of, a contractual relationship affecting the provision or marketing of international basic telecommunications service in the United States. (h) WTO Membership of Destination Countries (Answer to IBFS Main Form Questions 14-17) Not applicable. (i) International Telecommunications Services (Answer to IBFS Main Form Questions 14-17) Applicant will not resell the international switched services of an unaffiliated U.S. carrier for the purpose of providing international telecommunications services to a country where it is a foreign carrier or is affiliated with a foreign carrier. (j) Non-dominant Regulatory Classification (Answer to IBFS Main Form Questions 14-17) Not applicable. (k) Special Concessions Certification (Answer to IBFS Main Form Question 21) As evidenced by the signatures to this Application, Applicant 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 sufficient market power on the foreign end of tile route to adversely affect competition in the U.S. market, and will not enter into such agreements in the future. 9

(l) Federal Benefits/Anti-Drug Act of 1988 Certification (Answer to IBFS Main Form Question 25) As evidenced by the signatures to this Application, the parties certify, pursuant to Sections 1.2001 through 1.2003 of the Commission’s rules that they are not subject to a denial of federal benefits pursuant to Section 5301 of the Anti-Drug Abuse Act of 1988. 21 U.S.C. § 862. VI. INFORMATION REQUIRED BY SECTION 63.04(b) OF THE COMMISSION'S RULES In accordance with the requirements of Section 63.04(b) of the Commission’s rules, the additional information required by Section 63.04(b) of the Commission’s rules for transfer of control of assets is provided in Exhibit A. 10

CONCLUSION For the foregoing reasons, Applicant respectfully requests that the Commission promptly grant this Application. Respectfully Submitted, NECC Telecom, Inc. – USA Along with Daniel Popa s/ Lance Steinhart By: ___________________________________ Lance J.M. Steinhart, Esq. Managing Attorney Lance J.M. Steinhart, P.C. 1725 Windward Concourse, Ste. 150 Alpharetta, GA 30005 Telephone: (770) 232-9200 Fax: (770) 232-9208 Email: lsteinhart@telecomcounsel.com Attorneys for NECC Telecom, Inc. – USA & Daniel Popa January 19, 2016 11

EXHIBIT A DOMESTIC SECTION 214 TRANSFER OF CONTROL INFORMATION 63.04(a)(6): Description of the Transaction Section III of the Application contains a full description of the proposed transaction. 63.04(a)(7): Description of Geographic Service Area and Services in Each Area Applicant provides competitive long-distance wireline services on a retail basis in the following states: Alabama, Alaska, Arizona, Arkansas, California, Colorado, Connecticut, Delaware, Florida, Georgia, Hawaii, Idaho, Illinois, Indiana, Iowa, Kansas, Kentucky, Louisiana, Maine, Maryland, Massachusetts, Michigan, Minnesota, Mississippi, Missouri, Montana, Nebraska, Nevada, New Hampshire, New Jersey, New Mexico, New York, North Carolina, North Dakota, Ohio, Oklahoma, Oregon, Pennsylvania, Rhode Island, South Carolina, South Dakota, Tennessee, Texas, Utah, Vermont, Virginia, Washington, West Virginia, Wisconsin, Wyoming, as well as Puerto Rico, the District of Columbia, and the U.S. Virgin Islands. 63.04(a)(8): Presumption of Non-Dominance Applicant will have market share in the interstate, interexchange market of substantially less than 10 percent (10%) and will provide competitive telephone exchange services exclusively in geographic areas serviced by a dominant local exchange carrier that is not a party to the proposed transaction, and the Applicant will not be dominant with respect to any domestic service. 63.04(a)(9): Other Pending Commission Applications Concerning the Proposed Transaction FCC File Number: None. 63.04(a)(II): Waiver Requests (If Any) None. 63.04(3)(12): Public Interest Statement Section IV of the Application contains the required public interest statement.

EXHIBIT B NECC TELECOM, INC. – USA CORPORATE STRUCTURE PRE AND POST TRANSACTION PRE-TRANSACTION: DANIEL POPA One-Hundred (100) Shares of Common Stock (100.0%) NECC Telecom, INC. - USA POST-INITIAL TRANSACTION: DANIEL POPA LUCIA POPA Forty-Nine (49) Shares Fifty-One (51) Shares of Common Stock of Common Stock (49.0%) (51.0%) NECC Telecom, INC. - USA

POST-FINAL TRANSACTION: DANIEL POPA Forty-Nine (49) Shares of Common Stock (100.0%) NECC Telecom, INC. - USA

EXHIBIT C Daniel Popa, Chief Executive Officer (CEO) of NECC Telecom, Inc. – USA has over twenty (20) years of experience in the telecom industry. Mr. Popa oversees the corporate direction and strategy for NECC’s operations. He focuses on leadership, strategy, innovation, and customers. Mr. Popa performed similar duties and responsibilities previously at NECC, as founder and President from 2002 to 2010. Previous Employment History: Chief Executive Officer (CEO), NECC Telecom, Inc., 2015 – Present Founder and President, Pulse Telecom LLC – Canada, 2010 – 2015 Founder and President, NECC Telecom, Inc., 2002 – 2010 Agent, 1996 – 2002, Involved in telecommunication resell for different telecom carriers, including TELEGROUP, IXC, FIRST COMMUNICATIONS, and World Link Telecom, etc., Banker and Loan Officer, General Mortgage, 1996 – 1999 Sales Associate, Total Petroleum, 1992 – 1996 Personal Achievements: Marketing planning and supervising the marketing team for the implementation of the A&P activities. Providing marketing input to management team for NECC Telecom, Inc., as well as coordinating and supporting the sales team for the implementation of all nationwide marketing activities. Management of the local advertising agency, suppliers, etc. for the preparation of A&P materials. Coordinating with regional customers to obtain promotional opportunity and sourcing of quality advertising in the region. Collecting and analyzing regional marketing information and preparing marketing reports. Founder of NECC Telecom, Inc., which includes: NECC Telecom division, NECC Visa Card division, and NECC Cultural division.


Document Created: 2016-01-19 15:43:05
Document Modified: 2016-01-19 15:43:05
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