**DA 05-1356**

**Released: May 16, 2005**

**DOMESTIC SECTION 214 APPLICATION FILED FOR TRANSFER OF CONTROL *NUNC
PRO TUNC* OF EMPIRE ONE TELECOMMUNICATIONS, INC., DEBTOR-IN-POSSESSION,
TO EMPIRE ONE TELECOMMUNICATIONS, INC.**

**STREAMLINED Pleading Cycle Established**

**WC Docket No. 05-168**

**Comments Due: May 30, 2005**

**Reply Comments Due: June 6, 2005**

On April 1, 2005, Empire One Telecommunications, Inc.,
Debtor-in-Possession ("DIP") and Empire One Telecommunications, Inc.
("EOT") (together referred to as "Applicants"), filed an application,
pursuant to section 63.03 and 63.04 of the Commission's rules,[^1]
requesting authority to provide domestic and international
telecommunications services.[^2]

Applicants assert that this transaction is entitled to presumptive
streamlined treatment pursuant to section 63.03(b)(2)(i) of the
Commission's rules because (1) the Applicants and their affiliates
combined hold less than a 10% share of the interstate, interexchange
market; (2) applicants and their affiliates provide local exchange
service only in areas served by dominant local exchange carriers, none
of which were parties to the transaction; and (3) neither the Applicants
nor their affiliates are dominant with respect to any service.[^3]

On April 2, 2001, each of the wholly-owned subsidiaries of Sonus
Communications Holdings, Inc., filed a Petition for Relief under Chapter
11 of the Bankruptcy Code in the U.S. Bankruptcy Court for the Southern
District of New York.[^4] At the time of the bankruptcy filing, the
subsidiaries affected were as follows: Empire One Telecommunications,
Inc., holder of the section 214 authorization at issue; Sonus
Communications, Inc. ("Sonus"); EOT Telecommunications of Canada, Inc.;
and Empire One Power, Inc.[^5] On December 5, 2002, the Bankruptcy Court
confirmed a Plan of Reorganization ("Plan") wherein exit financing was
secured from EOT Lending Corp, equity was distributed in the reorganized
debtor, and EOT emerged as the surviving entity, with all other entities
being dissolved. At the time, Applicants did not seek Commission
approval for the transfer of ownership that occurred when EOT emerged
from bankruptcy. Accordingly, they seek this approval *nunc pro
tunc*.[^6] Applicants assert, nevertheless, that the transaction enabled
EOT to emerge from bankruptcy as a more effective competitor offering
affordable telecommunications services to U.S. consumers. Accordingly,
the Applicants respectfully submit that the transaction served the
public interest and was in the best interest of EOT.

At the time the transaction was completed through the Chapter 11
reorganization plan, DIP was a Delaware corporation and a wholly-owned
subsidiary of Sonus Communications Holdings, Inc. EOT, the sole
surviving entity that emerged from the reorganization, is a Delaware
corporation and a provider of long distance, local, internet access and
paging services to both residential and business customers. EOT holds
domestic and international Section 214 authority granted by the
Commission. Under the reorganization plan approved and confirmed by the
Bankruptcy Court, 100,000 shares of common stock were distributed, as
follows: Paul Butler, a U.S. citizen (15.50%); Herbard Ltd., a British
Virgin Islands company (51.91%); and the remaining interest (32.59%)
held by a number of smaller investors, none of which owns 10% or more of
EOT. Hebard Ltd. is wholly-owned by AE Finance, also a British Virgin
Islands company, which is, in turn, controlled (99%) by Phyllis Quasha,
of Nassau, Bahamas. No other entity holds a 10% or greater direct or
indirect interest in EOT.

EOT asserts that the transaction for which it now seeks approval *nunc
pro tunc* served the public interest. It states that the transfer was
purely a stock acquisition, and thus did not result in any immediate
change in the rates, terms or conditions of the services provided to EOT
customers. It further claims that customers were not affected by the
2002 transfer of control, as it assured that there was no disruption of
service due to the bankruptcy, and was virtually transparent to EOT's
customers. EOT also states that the transaction did not adversely affect
its managerial or technical qualifications, but rather enhanced its
financial qualifications, enabling EOT to emerge from bankruptcy as a
more effective competitor offering high quality, affordable
telecommunications services to U.S. consumers. EOT contends that it
would be in the best interest of EOT and its customers for the
Commission to grant approval of the previously consummated transfer of
control.

**[GENERAL INFORMATION]{.underline}**

The transfer of control identified herein has been found, upon initial
review, to be acceptable for filing as a streamlined application. The
Commission reserves the right to return any application if, upon further
examination, it is determined to be defective and not in conformance
with the Commission's rules and policies. Interested parties may file
**comments on or before May 30, 2005** and **reply comments on or before
June 6, 2005**.[^7] Unless otherwise notified by the Commission, this
application will be deemed granted on the 31^st^ day after the date of
this notice.[^8] Comments may be filed using the Commission's Electronic
Comment Filing System (ECFS) or by filing paper copies. *See Electronic
Filing of Documents in Rulemaking Proceedings*, 63 Fed. Reg. 24121
(1998).

Comments filed through the ECFS can be sent as an electronic file via
the Internet to \<http://www.fcc.gov/e-file/ecfs.html\>. Generally, only
one copy of an electronic submission must be filed. If multiple docket
or rulemaking numbers appear in the caption of this proceeding, however,
commenters must transmit one electronic copy of the comments to each
docket or rulemaking number referenced in the caption. In completing the
transmittal screen, commenters should include their full name, U.S.
Postal Service mailing address, and the applicable docket or rulemaking
number. Parties may also submit an electronic comment by Internet
e-mail. To get filing instructions for e-mail comments, commenters
should send e-mail to ecfs@fcc.gov, and should include the following
words in the subject line "get form \<your e-mail address\>." A sample
form and directions will be sent in reply.

Parties who choose to file by paper must file an original and four
copies of each filing. If more than one docket or rulemaking number
appears in the caption of this proceeding, commenters must submit two
additional copies for each additional docket or rulemaking number.
Filings can be sent by hand or messenger delivery, by commercial
overnight courier, or by first-class or overnight U.S. Postal Service
mail (although we continue to experience delays in receiving U.S. Postal
Service mail). The Commission's contractor, Natek, Inc., will receive
hand-delivered or messenger-delivered paper filings for the Commission's
Secretary at 236 Massachusetts Avenue, N.E., Suite 110, Washington, D.C.
20002. The filing hours at this location are 8:00 a.m. to 7:00 p.m. All
hand deliveries must be held together with rubber bands or fasteners.
Any envelopes must be disposed of before entering the building.
Commercial overnight mail (other than U.S. Postal Service Express Mail
and Priority Mail) must be sent to 9300 East Hampton Drive, Capitol
Heights, MD 20743. U.S. Postal Service first-class mail, Express Mail,
and Priority Mail should be addressed to 445 12th Street, SW,
Washington, D.C. 20554. All filings must be addressed to the
Commission's Secretary, Office of the Secretary, Federal Communications
Commission.

**In addition, one copy of each pleading must be sent to each of the
following:**

(1) The Commission's duplicating contractor, Best Copy and Printing,
    Inc., 445 12^th^ Street, S.W., Room CY-B402, Washington, D.C. 20554;
    e-mail: [www.bcpiweb.com;]() phone: 202-488-5300 fax: 202-488-5563;

(2) Tracey Wilson-Parker, Competition Policy Division, Wireline
    Competition Bureau, 445 12^th^ Street, S.W., Room 5-C437,
    Washington, D.C. 20554; e-mail: <tracey.wilson-parker@fcc.gov>;

(3) Alex Johns, Competition Policy Division, Wireline Competition
    Bureau, 445 12^th^ Street, S.W., Room 5-C311, Washington, D.C.
    20554; e-mail: [alexis.johns@fcc.gov](mailto:denise.coca@fcc.gov);

(4) Terri Natoli, Competition Policy Division, Wireline Competition
    Bureau, 445 12^th^ Street, S.W., Room 5-C234, Washington, D.C.
    20554; e-mail: <terri.natoli@fcc.gov>;

(5) Susan O'Connell, Policy Division, International Bureau, 445 12^th^
    Street, S.W., Room 7-B544, Washington, D.C. 20554; email:
    [susan.o'connell@fcc.gov](mailto:cynthia.bryant@fcc.gov); and

(6) James Bird, Office of General Counsel, 445 12^th^ Street, S.W., Room
    8-C740, Washington, D.C. 20554; e-mail: <james.bird@fcc.gov>.

Filings and comments are also available for public inspection and
copying during regular business hours at the FCC Reference Information
Center, Portals II, 445 12th Street, SW, Room CY-A257, Washington, DC,
20554. They may also be purchased from the Commission's duplicating
contractor, Best Copy and Printing, Inc., Portals II, 445 12th Street,
SW, Room CY-B402, Washington, DC, 20554, telephone: 202-488-5300, fax:
202-488-5563, or via e-mail [www.bcpiweb.com](http://www.bcpiweb.com/).

For further information, please contact Tracey Wilson-Parker, at (202)
418-1394, or Alex Johns at (202) 418-1167.

\- **FCC** -

[^1]: 47 C.F.R §§ 63.03, 63.04; *see* 47 U.S.C. § 214.

[^2]: Applicants formally supplemented the original application on April
    19, 2005 to provide additional information requested by staff in
    order to deem the application complete. *See* Amendment to
    Application on Behalf of Empire One Telecommunications, Inc., Docket
    No. WC 05-168 (Apr. 19, 2005) ("EOT Amendment"). Applicants provided
    further clarification via e-mail on May 6, 2005, per staff's
    request. Applicants have also filed an application for transfer of
    control associated with section 214 authorization for international
    services. Any action on this domestic 214 application is without
    prejudice to Commission action on other related, pending
    applications.

[^3]: 47 C.F.R § 63.03(b)(2)(i).

[^4]: Case number 01-11894- AAJG.

[^5]: *See* Notice of Bankruptcy Reorganization filed with the Federal
    Communications Commission on January 27, 2005.

[^6]: Applicants explain that their failure to seek Commission authority
    for the transfer of control at the time of the reorganization was
    inadvertent. *See* EOT Amendment at 2.

[^7]: *See* 47 C.F.R. § 63.03(a).

[^8]: Such authorization is conditioned upon receipt of any other
    necessary approvals from the Commission in connection with the
    proposed transaction.