**DA 06-1409**

**Released: July 7, 2006**

**DOMESTIC SECTION 214 APPLICATION FILED FOR THE TRANSFER OF CONTROL OF
CAPITAL TELECOMMUNICATIONS, INC.**

**TO STARVOX COMMUNICATIONS, INC.**

**STREAMLINED Pleading Cycle Established**

**WC Docket No. 06-127**

**Comments Due: July 21, 2006**

**Reply Comments Due: July 28, 2006**

On June 16, 2006, StarVox Communications, Inc. (\"StarVox\") and Capital
Telecommunications, Inc. (\"CTI\") (together, the "Applicants"), filed
an application, pursuant to section 63.04 of the Commission's rules,[^1]
requesting authority to consent to the transfer of control of CTI to
StarVox.[^2]

Applicants submit that this transaction is entitled to presumptive
streamlined treatment under 63.03(b)(2)(i) of the Commission's rules
because (i) Applicants and their affiliates combined will hold less than
a ten percent (10%) share of the interstate, interexchange market; (ii)
Applicants and their affiliates will provide local exchange services, if
at all, only in areas served by dominant local exchange carriers (none
of which are a party to the proposed transactions) and; (iii) none of
the Applicants or their Affiliates are dominant with respect to any
service.[^3]

CTI, a Pennsylvania corporation, provides resold and facilities based
intrastate long distance and local exchange telecommunications in
Connecticut, Delaware, D.C., Maryland, Massachusetts, New Jersey, New
York, Pennsylvania, Rhode Island, and Texas. CTI also owns Eastern
Telephone System, Inc., a non-operational, dormant shell corporation
based in Pennsylvania, that has not offered telecommunications services
for several years.

CTI is owned entirely by the following U.S. citizens or entities: George
Kingsbury, Barry J. Silverberg Living Trust Dated 09/22/1995, and
Charles H. Wallace.

StarVox, a privately-held California corporation, provides switched and
dedicated intrastate, interstate, and international long distance
message toll telecommunications services to business, enterprise
(multi-location businesses), and carrier customers on a retail and
wholesale basis. StarVox is currently providing long distance services
in California, D.C., Florida, Georgia, Indiana, Massachusetts, Michigan,
New Jersey, New York, North Carolina, Ohio, Pennsylvania, Texas, Utah,
Virginia, and Washington.

The following persons or entities hold a 10 percent or greater interest
in StarVox: Douglas Zorn, a U.S. citizen (12%); Novus Ventures II, LP
("Novus Ventures"), a U.S. limited liability company (20%); and Trinad
Capital Master Fund Ltd., a Cayman Islands Hedge Fund Investment Group
(16%).[^4] Novus Ventures is controlled by DT Associates II, LLC (100%),
a U.S. limited liability company, which is controlled by Dan Tompkins, a
U.S. citizen. Dan Tompkins has an equity ownership of DT Associates II,
LLC of 33 percent and voting rights of DT Associates II, LLC of 67
percent. Trinad Capital Master Fund Ltd. is controlled by Trinad Capital
LP (96%), a U.S. limited partnership. Dave Smith, a U.S. citizen, has an
approximately 45 percent interest in Trinad Capital LP. Trinad Advisors
GP, LLC, a U.S. limited liability company, is a general partner of
Trinad Capital LP. Trinad Management, LLC, a U.S. limited liability
company, manages Trinad Capital LP. Robert S. Ellin, a U.S. citizen,
owns approximately 66.7 percent of Trinad Advisors GP, LLC, and Trinad
Management, LLC. Applicants state that no other entity holds a 10
percent or greater direct or indirect ownership interest in Starvox.

Pursuant to the terms of a stock purchase agreement, dated June 14,
2006, by and between StarVox and CTI and CTI\'s individual shareholders,
George Kingsbury, Barry J. Silverberg Living Trust Dated 09/22/1995, and
Charles H. Wallace, StarVox will acquire 100 percent of the issued and
outstanding capital stock of CTI. Following completion of the
transaction, CTI will be a direct, wholly owned subsidiary of StarVox.

The Applicants state that the proposed transaction serves the public
interest. The Applicants state that StarVox\'s proposed acquisition of
CTI will enhance StarVox\'s current market position and allow StarVox to
provide new services, including local exchange services, to both
business and residential consumers. The Applicants assert that CTI and
StarVox together will achieve economies of scale and scope that will
enhance StarVox\'s ability to deploy new products and services and
expand into new markets. Finally, the Applicants assert that the
transfer of control of CTI to StarVox will not result in any
anticompetitive effects and will be transparent to end users. Although
CTI and StarVox both provide similar services in a few overlapping
markets, the Applicants assert that neither has significant market share
in any of these markets and that the combined market share post-closing
will not exceed 10 percent in any market.

**[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 transfer of control
application if, upon further examination, it is determined to be
defective and not in conformance with the Commission's rules and
policies. Pursuant to sections 1.415 and 1.419 of the Commission's
rules, 47 CFR §§ 1.415, 1.419, interested parties may file **comments on
or before July 21, 2006** and **reply comments on or before July 28,
2006**.[^5] Unless otherwise notified by the Commission, Applicants are
permitted to transfer the assets and related control on the 31^st^ day
after the date of this notice.[^6] Comments may be filed using: (1) the
Commission's Electronic Comment Filing System (ECFS), (2) the Federal
Government's eRulemaking Portal, or (3) by filing paper copies. *See
Electronic Filing of Documents in Rulemaking Proceedings*, 63 FR 24121
(1998).

-   Electronic Filers: Comments may be filed electronically using the
    Internet by accessing the ECFS: <http://www.fcc.gov/cgb/ecfs/> or
    the Federal eRulemaking Portal:
    [http://www.regulations.gov](http://www.regulations.gov/). Filers
    should follow the instructions provided on the website for
    submitting comments.

-   For ECFS filers, if multiple docket or rulemaking numbers appear in
    the caption of this proceeding, filers must transmit one electronic
    copy of the comments for each docket or rulemaking number referenced
    in the caption. In completing the transmittal screen, filers 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, filers should send an e-mail to <ecfs@fcc.gov>, and
    include the following words in the body of the message, "get form."
    A sample form and directions will be sent in response.

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-   Paper Filers: 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, filers
    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). All filings must be addressed to the Commission's
Secretary, Office of the Secretary, Federal Communications Commission.

The Commission's contractor 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]{.underline} 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, Express, and
Priority mail should be addressed to 445 12th Street, S.W., Washington
D.C. 20554.

People with Disabilities: To request materials in accessible formats for
people with disabilities (braille, large print, electronic files, audio
format), send an e-mail to <fcc504@fcc.gov> or call the Consumer &
Governmental Affairs Bureau at 202-418-0530 (voice), 202-418-0432 (tty).

**You may submit comments, identified by the above noted docket number,
by any of the following methods:**

-   Federal eRulemaking Portal:
    [http://www.regulations.gov](http://www.regulations.gov/). Follow
    the instructions for submitting comments.

-   Federal Communications Commission's Web Site:
    <http://www.fcc.gov/cgb/ecfs/>. Follow the instructions for
    submitting comments.

-   People with Disabilities: Contact the FCC to request reasonable
    accommodations (accessible format documents, sign language
    interpreters, CART, etc.) by e-mail: <FCC504@fcc.gov> or phone:
    202-418-0530 or TTY: 202-418-0432.

**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 12th Street, S.W., Room CY-B402, Washington, D.C. 20554,
    [www.bcpiweb.com](http://www.bcpiweb.com/); phone: (202) 488-5300
    fax: (202) 488-5563;

(2) Cecilia Seppings, Competition Policy Division, Wireline Competition
    Bureau, 445 12th Street, S.W., Room 5-C230, Washington, D.C. 20554;
    email: <cecilia.seppings@fcc.gov>;

(3) Gail Cohen, Competition Policy Division, Wireline Competition
    Bureau, 445 12th Street, S.W., Room 5-C111, Washington, D.C. 20554;
    e-mail: gail.cohen@fcc.gov;

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

(5) Jim Bird, Office of General Counsel, 445 12th Street, S.W., Room
    8-C824, Washington, D.C. 20554; e-mail: <jim.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, S.W., Room CY-A257, Washington,
D.C. 20554. They may also be purchased from the Commission's duplicating
contractor, Best Copy and Printing, Inc., Portals II, 445 12th Street,
S.W., Room CYB402, Washington, D.C. 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 Cecilia Seppings at (202)
418-1588, or Gail Cohen at (202) 418-0939.

\- **FCC** -![](media/image2.wmf){width="6.944444444444445e-4in"
height="6.944444444444445e-4in"}

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

[^2]: Applicants filed a supplement to the application on June 20, 3006.
    Applicants are also filing applications for transfer of control
    associated with 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]: Trinad Capital Master Fund Ltd. is structured in a Master
    Fund/Feeder Fund format. Trinad Capital, LP is the domestic feeder,
    and all U.S. investors invest through this entity. Trinad Capital
    International is a Cayman Island corporation and is the offshore
    feeder entity through which offshore investors and tax-exempt
    investors invest. All monies invested in the domestic and offshore
    feeder flow through Trinad Capital Master Fund Ltd.

[^5]: *See* 47 C.F.R. § 63.03(a).

[^6]: Such authorization is conditioned upon receipt of any other
    necessary approvals from the Commission in connection with the
    proposed transaction.