Niva-Annto-FCC 214 T

EXHIBIT submitted by Annto Corp.

Annto-Niva-FCC 214 TOC-application

2017-06-15

This document pretains to ITC-T/C-20170423-00081 for Transfer of Control on a International Telecommunications filing.

IBFS_ITCTC2017042300081_1238015

Before the FEDERAL COMMUNICATIONS COMMISSION Washington, D.C. 20554 In the Matter of the Joint Application of ) ) Annto Corp ) Licensee & ) Transferor ) ) and ) WC Docket No. 17- ) Niva Holdings LLC ) IB File No. ITC-T/C-2017- Transferee ) ) Application for Consent to Transfer ) Control of International and Domestic ) Section 214 Authority Pursuant to the ) Communications Act of 1934, as Amended, ) and Sections 63.04 and 63.24 of the ) Commission’s Rules to Complete a Transfer of ) Control of Licensee to Niva Holdings LLC. )

JOINT DOMESTIC AND INTERNATIONAL APPLICATION Annto Corp ("ANNTO" or "Company" or “Licensee”), and Niva Holdings LLC ("Niva Holdings" or “Transferee”) and, collectively with ANNTO, "Applicants") hereby respectfully request authority pursuant to section 214 of the Communications Act of 1934, as amended (the Act), 47 U.S.C. § 214 and sections 63.04 and 63.24(e) of the Commission's rules, 47 CFR §§ 63.04, 63.24(e), to transfer control of ANNTO to Niva Holdings . ANNTO provides wholesale Voice Over Internet Protocol (VoIP) long distance termination services to carriers in the USA and to foreign carriers. ANNTO holds international and domestic section 214 authority and provides all of its services on a competitive basis. Niva Holdings has not yet begun to provide wholesale VoIP long distance services, and intends to do so through the acquisition of ANNTO and the transfer of control process. Niva Holdings has no foreign ownership and, like ANNTO, is not a foreign carrier and is not affiliated with foreign carriers in any market. As discussed in more detail below, ANNTO and Niva Holdings have entered into an agreement pursuant to which Niva Holdings will acquire one hundred percent (100%) direct stock interest in ANNTO. Ultimate control of ANNTO will be transferred to Niva Holdings and its 100% owner, Maria Pau lina M erce d , a United States citizen. The transaction will not result in any loss or impai1ment of service for any customers. Pursuant to section 63.04(b) of the Commission's rules, 47 C.F.R. § 63.04(b), the Applicants are filing a combined application for the proposed transfer of control of ANNTO. The Applicants provide below the information required by section 63.24(e)(2) of the Commission's rules, 47 C.F.R. § 63.24(e)(2). Exhibit A provides the additional information requested in section 63.04(a)(6) through (a)(12) of the Commission's rules, 47 C.F.R. § 63.04(a)(6)-(12).

The Applicants seek streamlined treatment for both the international and domestic portions of this Application. Applicants request streamlined treatment for the international portion of this Application pursuant to section 63.12(c)of the Commission's rules, because (i) Applicants are not affiliated with a foreign carrier and will not become affiliated with any foreign carrier as a result of the proposed transaction; (ii) Applicants are not affiliated with any US domestic carrier and will not become affiliated with any carrier that seeks authority to resell, nor will Applicants be so affiliated post-close; and (iii) none of the other scenarios outlined in section 63.12(c) of the Commission's rules, 47 C.F.R. § 63.12, apply. 1 Applicants similarly seek streamlined treatment for the domestic portion of this Application pursuant to section 63.03(b) because (i) post-close, Applicants will have a market share in the interstate, interexchange market of less than 10 percent; 2 (ii) Applicants will provide wholesale l on g distance i nterex change a nd /or Voice Ov er I nt er ne t Pr ot oc ol ( V o I P ) telephone services; and (iii) no Applicant (including affiliates) is dominant with respect to any service.3 I. DESCRIPTION OF THE APPLICANTS A. Annto Corp & Niva Holdings LLC ANNTO (FRN: 0022959480) is a corporation organized under the laws of Florida. Its principal place of business is 5600 SW 135 Ave., Ste 109, Miami, FL 33183. ANNTO holds blanket domestic and international section 214 authority from the Commission. 4 1 47 C.F.R. § 63.12. 2 47 C.F.R. § 63.03(b)(2). 3 47 C.F.R. § 63.03(b)(2)(i). 4 File No. ITC-214-20130910-00256 (granting authority to provide global or limited global facilities-based and resold international services in on Oct 11, 2013 ).

ANNTO has no interest-holders or subsidiaries that offer domestic or international telecommunications services. ANNTO is not a foreign carrier and is not affiliated with foreign carriers in any market. Ownership ANNTO is 100% owned by Leyla Tobbaji, a U.S. citizen whose principal business is telecommunications and whose place of business is located at 5600 SW 135 Ave., Ste 109, Miami, FL 33183. B. Niva Holdings, LLC Answer to Question 11 Niva Holdings (FRN: 0026424283) is a Delaware limited liability company with its principal offices located at 8 The Green, Suite A, Dover, DE 19901. Niva Holdings does not currently provide any telecommunications services and, through its acquisition of ANNTO, plans to provide wholesale long distance service to other telecommunications carriers in the USA and to foreign carriers. Niva Holdings is one hundred percent (100%) owned by M aria Pa ulina Merced , a United States citizen, with his principal place of business located at 8 The Green, Suite A, Dover, DE 19901. No other entity or individual holds a ten percent (10%) or greater ownership interest in Niva Holdings. II. DESCRIPTION OF THE TRANSACTION Pursuant to the terms of a Stock Purchase Agreement ("Agreement") dated March 4 , 2017, by and among Niva Holdings and ANNTO, Niva Holdings will acquire one hundred percent (100%) of the stock in ANNTO upon approval of this Transfer of Control application. The transaction will be transparent to ANNTO's wholesale customers. All existing customers of ANNTO will continue to be served by ANNTO pursuant to its existing international and domestic section 214 authorizations. 4

III. PUBLIC INTEREST STATEMENT Pursuant to section 214 of the Act, control of ANNTO may be transferred to Niva Holdings if the Commission finds that the public interest, convenience and necessity will be served thereby. As discussed below, the transaction will serve the public interest because it will yield tangible benefits for the public without harming customers or competition in any market. A. Public Interest Benefits of the Transaction The transaction will demonstrably serve the public interest by bringing the managerial, technical, and financial resources available through Niva Holdings to ANNTO. These resources will ensure that ANNTO continues to offer wholesale telecommunications services to its carrier customers. Of particular benefit, ANNTO's current management team will remain with the Company, continuing to direct day-to-day operations until the Transfer of Control is approved and for 3 months afterwards. B. The Transaction Will Have No Adverse Impact on Customers At the same time, the proposed transaction will have no adverse impact on ANNTO's current w h o l e s a l e customers, which will continue to receive their existing services at the same rates, terms and conditions as at present. From the customers' perspective, the only significant change post- close will be that control of ANNTO will reside with Niva Holdings and its owner, Maria Paulina Merced. That change will be both beneficial and largely transparent to consumers. C. The Transaction Poses No Competitive Risks for Domestic Telecommunications Markets Niva Holdings's acquisition of ANNTO similarly will have no adverse effects upon the domestic telecommunications market. D. The Transaction Poses No Competitive Risks for the International Telecommunications Market 5

Finally, the transaction poses no risk of anti-competitive impact on the U.S. international telecommunications marketplace. Neither ANNTO nor Niva Holdings is a foreign carrier and neither is affiliated with a foreign carrier in any market. Therefore, the acquisition of ANNTO by Niva Holdings would have no ability to adversely affect competition in the international telecommunications market. IV. INFORMATION REQUIRED BY SECTION 63.24(e) OF THE COMMISSION'S RULES The Applicants submit the following information pursuant to section 63.24(e) of the Commission's rules, including the inforn1ation requested in section 63.18: (a) Name, address and telephone number of the Transferor/Licensee: FRN: 0022959480 Annto Corp 5600 SW 135 Ave., Ste 109, Miami, FL 33183 (786) 235-9015 Transferee: Niva Holdings, L LC FRN: 0026424283 8 The Green, Suite A Dover, DE 19901 (786) 369-6895 (b) ANNTO is a Florida corporation. Niva Holdings is a Delaware limited liability company. (c) Correspondence concerning this Application should be sent to: For ANNTO: Annto Corp 5600 SW 135 Ave., Ste 109, Miami, FL 33183 (786) 235-9015 6

For Niva Holdings: Niva Holdings, L LC 8 The Green, Suite A Dover, DE 19901 (786) 369-6895 (d) Answer to IBFS Main Form Question 10 ANNTO holds international section 214 authority, granted in FCC File No. . ITC-214-20130910- 00256 to operate as a global or limited global facilities-based and resale carrier. Niva Holdings does not hold any federal telecommunications regulatory authority. (e-g) Not applicable (h) Answer to IBFS Main Form Question 11 Post-close, ANNTO will be a wholly owned direct subsidiary of Niva Holdings. The following individuals or entities will hold a 10 percent or greater interest in ANNTO post- close: Name: Maria Paulina Merced Address: 8 The Green, Suite A, Dover, DE 19901 Citizenship: US Principal business: Telecommunications Percent Interest in ANNTO: 100 percent (indirect through interest in Niva Holdings ) (i) As confirmed by the signature of Niva Holdings's representative to this Application, Niva Holdings certifies that (a) Niva Holdings is not a foreign carrier and is not affiliated with a foreign carrier, and (b) Niva Holdings will not become a foreign carrier or become affiliated with a foreign carrier post-close. G) As confirmed by the signature of Niva Holdings's representative to this Application, Niva Holdings certifies that it does not seek to provide international telecommunications services to any destination country where (i) Niva Holdings or ANNTO is a foreign carrier; (ii) Niva Holdings or ANNTO controls a foreign carrier; (iii) any entity that owns more than 25 percent of Niva Holdings or ANNTO, or that controls Niva Holdings or ANNTO, controls a foreign carrier; or (iv) two or more foreign carriers (or parties that control foreign carriers) own, in the aggregate, more than 25 percent of Niva Holdings or ANNTO and are parties to, or the beneficiaries of, a contractual relation affecting the provision or marketing or international basic telecommunications services in the United States. 7

(k) Not applicable (1) [Reserved] (m) Not applicable (n) As confirmed by the signatures of Applicants' representatives to this Application, Applicants certify that they have 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 they will not enter into such agreements in the future. (o) As confirmed by the signatures of Applicants' representatives to this Application, Applicants certify that, pursuant to sections 1.2001 through 1.2003 of the Commission's rules, they are not subject to a denial of Federal benefits pursuant to section 5301 of the Anti-Drug Abuse Act of 1988. (p) Applicants request streamlined processing of the international portion of this Application pursuant to section 63.12 of the Commission's rules, 47 C.P.R. § 63.12. This Application qualifies for streamlined treatment under section 63.12(c) of the Commission's rules because (i) Applicants are not affiliated with a foreign carrier and will not become affiliated with any foreign carrier as a result of the proposed transaction; (ii) Applicants are not affiliated with any dominant U.S. carrier whose international switched or private line services Applicants seek authority to resell, nor will Applicants be so affiliated post-close; and (iii) none of the other scenarios outlined in section 63.12(c) of the Commission's rules, 47 C.P.R.§ 63.12, apply. 8

V. 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 for the domestic section 214 transfer of control application is provided in Exhibit A. VI. CONCLUSION Based on the foregoing, the Applicants respectfully submit that the public interest, convenience, and necessity would be furthered by grant of this Application. Respectfully submitted, Matthew Schulman Regulatory Consultant Sentinel Consulting, Inc. 9737 NW 41st Street, #357 Doral, FL 33178 Tel: 786-229-2222 E-Mail: fcctoc@sentinelcc.com April 18, 2017 9

LIST OF EXHIBITS Exhibit A - INFORMATION REQUIRED BY 47 C.F.R. § 63.04

EXHIBIT A INFORMATION REQUIRED BY 47 C.F.R. § 63.04 In accordance with the requirements of section 63.04(b) of the Commission's rules, 47 C.P.R.§ 63.04(b), the Applicants provide the following information in support of their request. 63.04(b) (6): Description of the Transactions The proposed transaction is described in Section II of the Application. 63.04(b) (8): Presumption of Non-Dominance and Qualification for Streamlining This Application is eligible for streamlined processing pursuant to sections 63.03(b)(l) and 63.03(b)(2) of the Commission's rules, 47 C.P.R.§ 63.03(b)(l, 2) for the reasons explained on page 3 of the Application. 63.04(b)(9): Other Pending Commission Applications Concerning the Proposed Transaction None. 63.04(b)(10): Special Considerations None. 63.04(b)(ll): Waiver Requests (If Any) None. 63.04(b)(l2): Public Interest Statement Consummation of the proposed transaction will serve the public interest for the reasons detailed in Section III of the Application.


Document Created: 2017-06-15 13:27:44
Document Modified: 2017-06-15 13:27:44
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