Attachment Supplemental stateme

Supplemental stateme

LETTER submitted by Final Analysis Communication Services, Inc.

Supplement

2002-02-20

This document pretains to SAT-T/C-20020125-00010 for Transfer of Control on a Satellite Space Stations filing.

IBFS_SATTC2002012500010_975245

                                          KELLEY DRYE & WARREN curp
                                                   A LIMITED LIABILITY PARTNERSHIP


                                                 1200 I19"" STREET, N.W.

     NEW YORK, NY                                         SsUITE 500                                                    FACSIMILE

                                               wASHINGTON, D.C. 20036                                                 eaelesseres
  TYSONS CORNER, VA

   LOS ANGELES, CA                                                                                                www.kelleydnye.com

      CHICAGO, IL
                                                         (202) 955—9600
    STAMFORD, CT
                                                                                                                 DIRECT LINE (202) 955—9771
    PARSIPPANY, NJ
                                                                                                         E—MAIL: apisciotta@kelleydrye.com

  BRUSSELS, BELGIUM

      HONG KONG



    AFFILIATE OFFICES

  BANGKOK, THAILAND
 JAKARTA, INDONESIA                                 February 20 2002
MANILA, THE   PHILIPPINES

     MUMBAI, INDIA
                                                                                                                     2002000105
     TOKYO, JAPAN
                                                                                                                 B
                                                                               sAt—TIC—20020
                                                                52150Analysis Communication
                                                                                      feati
                                                                                              125—00010
                                                                                                 i     in
                                                                                                      Inc.
                                                                Final                       Services,
         By HAND
                                                                FaAcs—NGso
         William F. Caton
         Acting Secretary
         Federal Communications Commission                                                           (Lf} 2#
         445 12th Street, S.W.                                                                               ~
         Washington, D.C. 20554

                    Re:     Final Analysis Communica.tion Services, Inc., Application for ‘                      \ '
                            Consent to Transfer of Control (File No. 1B20022000105)

         Dear Mr. Caton:

                    Enclosed on behalf of Final Analysis Communication Services, Inc. are the original and
         nine (9) copies of a Supplemental Statement to Exhibit A of the above—referenced application,
         filed on January 25, 2002. This Supplemental Statement is being filed at the request of the
         International Bureau. Please associate this Supplemental Statement with the original file for the
         application.

                    Please direct any questions to me.

                                                                   Respectfully submitted,




                                                                   Aileen A. Pisciotta
                                                                   Counsel to
                                                                   Final Analysis Communication Services, Inc.
         Ene.

         ce:        Cassandra Thomas, International Bureau
                    JoAnn Lucanik, International Bureau


                                                                               EXxXHIBIT A
                                             FINAL ANALYSIS COMMUNICATION SERVICES, INc.
                                             REQUEST FOR CONSENT TO TRANSFER OF CONTROL


                                  Supplemental Statement




      The following information is provided in response to the specific questions posed in

Question 40 of FCC Form 312.




      The sole stockholder owning of record and/or voting 10 percent or more of the voting
      stock of New York Satellite Industries, LLC ("NYSI") the proposed transferee of control
      of satellite licensee Final Analysis Communication Services, Inc., is:


       Name and Address                   Citizenship      Equity          Votes

        Nader Modanlo                     U.S.             100%                100%
        5 Crestview Court
        Potomac, Maryland 20854
        301—251—0828




      The names and addresses of the officers and directors of NYSI are as follows:



      Nader Modanlo, Managing Member


~ ECC Form 312:TC or ASG — Main Form                                                                                         Page 1 of 5



                          F€) Federal Communications Commission
                            '“‘b”                 |                   EJ      m       |               LJ    Li




        APPLICATION FOR SATELLITE SPACE AND EARTH                                              FCC Use Only
         STATION AUTHORIZATIONS FOR TRANSFER OF
                                           CONTROL
                                        OR ASSIGNMENT                       S21
                      FCC 312 MAIN FORM FOR OFFICIAL USE                    Finals:na lysis CfAT-T/C-ZOOZOTZS.OO
                              [Click here for INSTRUCTIONS.]                FACS—Naso         mmunication Services, ’?)700     182002000195




                                              APPLICANT INFORMATION

  Enter a description of this application to identify it on the main menu:                                       |
  Application for consent to transfer control from Trustee to New York Satellite Industries, LLC
   1—8. Legal Name of Applicant
            .     .                 .         Faaa:              &         Phone
    Name:       Final Analysis Communication Services, Inc. 1,. 3014594100 x0000210
    DBA                                                                    Fax
    Name:                                                                  Number: 3014590101
    Street:     9701—E Philadelphia Ct.                                    E—Mail: pmahoney@finalanalysis.com
    City:       Lanham                                                     State:         MD
    Country: USA                                                           Zipcode: 20706 =4400
    Attention: Patricia A Mahoney
   9—16. Name of Contact Representative (If other than applicant)

    Name:       Aileen A. Pisciotta                   thone
                                                      Number:
                                                                     202 955—9771
    Company: Kelley Drye & Warren LLP Fax Number: 202 955—9792
    Street:     1200 19th Street, NW                  E—Mail:        apisciotta@kelleydrye.com
                Suite 500
    City:       Washington                            State:         DC
    Country: USA                                      Zipcode:       20036 —2423

    %;?et:m     Partner                               Relationship: Legal Counsel


                                             CLASSIFICATION OF FILING

   717. Choose the button next to the
   classification that applies to this     (N/A) b1. Application for License of New Station
   filing for both questions a. and b.     (N/A) b2. Application for Registration of New Domestic Receive—Only Station
   Choose only one for 17a and only ||(myaA) p3, Amendment to a Pending Application
   one for 17b.                            (N/A) b4. Modification of License or Registration
   a.                                      5: b5. Assignment of License or Registration
                                           © b6. Transfer of Control of License or Registration



  http://svartifoss2.fcee.gov/egi—bin/ws.exe/prod/ib/forms/getappn.hts                                                         3/7/2002


FCC Form 312:TC or ASG — Main Form                                                                                      Page 2 of 5


 C al. Earth Station                      (N/A) b7. Notification of Minor Modification
 &                 .                      (N/A) b8. Application for License of New Receive—Only Station Using Non—U.S.
     a2. Space Station                    Licensed Satellite                                                    C
                                          (N/A) b9. Letter of Intent to Use Non—U.S. Licensed Satellite to Provide Service in
                                          the United States
                                          (N/A) b10. Other (Please specify)
 17¢. Is a fee submitted with this application?
 ©f Yes, complete and attach FCC Form 159.

 If No, indicate reason for fee exemption (see 47 C.F.R.Section 1.1114).
 «* Governmental Entity C Noncommercial educational licensee
 C Other(please explain):
 17d.
  Fee Classification A CZW Quantity 1
  Fee Classification B     Quantity
  18. If this filing is in reference to   19. If this filing is an amendment to a pending application enter:
  an existing station, enter:             (a) Date pending application was filed: (b) File number of pending application:
  (a) Call sign of station:
 Not Applicable                           Not Applicable                                 Not Applicable


                                                    TYPE OF SERVICE


 20. NATURE OF SERVICE: This filing is for an authorization to provide or use the following type(s) of service(s):
 Select all that apply:

                                               K2 a. Fixed Satellite
                                               Y b. Mobile Satellite
                                               ..‘ c. Radiodetermination Satellite
                                               .‘ d. Earth Exploration Satellite
                                               [ e. Direct to Home Fixed Satellite

                                                -------if, Digital Audio Radio Service
                                               1 g. Other (please specify)
 21. STATUS: Choose the button next to the applicable               22. If earth station applicant, check all that apply.
 status. Choose only one.                                           e Using U.S. licensed satellites
 ©© Common Carrier * Non—Common Carrier                             F] Using Non—U.S. licensed satellites
 23. If applicant is providng INTERNATIONAL COMMON CARRIER service, see instructions regarding Sec. 214
 filings. Choose one. Are these facilities:
 ©" Connected to a Public Switched Network ©" Not connected to a Public Switched Network * N/A
 24. FREQUENCY BAND(S): Place an "X" in the box(es) next to all applicable frequency band(s).
 CC a, C—Band (4/6 GHz) L7 b. Ku—Band (12/14 GHz)
 K¥c.Other (Please specify upper and lower frequencies in MHz.)
 Frequency Lower: 137—138 MHz Frequency Upper: 400.15—401 MHz


                                                    TYPE OF STATION

ElZS. CLASS OF STATION: Choose the button next fo the class ofstation that applies. Choose only one.                              lI




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~FCC Form 312:TC or ASG — Main Form                                                                                Page 3 of 5



                                              C: a. Fixed Earth Station
                                              C b. Temporary—Fixed Earth Station
                                              C c. 12/14 GHz VSAT Network
                                              C d. Mobile Earth Station
                                              C o. Geostationary Space Station
                                              & £, Non—Geostationary Space
                                              £3 g. Other (please specify)

  26. TYPE OF EARTH STATION FACILITY: Choose only one.
  ©* Transmit/Receive Transmit—Only © Receive—Only & N/A


                                            PURPOSE OF MODIFICATION

  27. The purpose of this proposed modification is to: (Place an "X" in the box(es) next to all that apply.)
                                                           Not Applicable


                                             ENVIRONMENTAL POLICY


  28. Would a Commission grant of any proposal in this application or amendment have a               &         @
  significant environmental impact as defined by 47 CFR 1.1307? If YES, submit the statement          ~ Yes °* No
  as required by Sections 1.1308 and 1.1311 of the Commission‘s rules, 47 C.F.R. 0Q 1.1308
  and 1.1311, as an exhibit to this application. A Radiation Hazard Study must accompany all
  applications for new transmitting facilities, major modifications, or major amendments.



                                                   ALIEN OWNERSHIP
  Earth station applicants not proposing to provide broadcast, common carrier, aeronautical en route or
             aeronautical fixed radio station services are not required to respond to Items 30—34.

  29. Is the applicant a foreign government or the representative of any foreign government?         C vYes * No C N/A

  30. Is the applicant an alien or the representative of an alien?                                   C ¥es * No © N/A

  31. Is the applicant a corporation organized under the laws of any foreign government?             C vYes © No C N/A

  32. Is the applicant a corporation of which more than one—fifth of the capital stock is owned of
  record or voted by aliens or their representatives or by a foreign government or representative    C* Yes © No C N/A
  thereof or by any corporation organized under the laws of a foreign country?

  33. Is the applicant a corporation directly or indirectly controlled by any other corporation of
  which more than one—fourth of the capital stock is owned of record or voted by aliens, their       x     «&    «
  re          :                .                               &                             .       / Yes 4* No & N/A
    presentatives, or by a foreign government or representative thereof or by any corporation
  organized under the laws of a foreign country?

  34. If any answer to questions 29, 30, 31, 32 and/or 33 is Yes, attach as an exhibit an
  identification of the aliens or foreign entities, their nationality, their relationship to the
  applicant, and the percentage of stock they own or vote.



                                                BASIC QUALIFICATIONS




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FCC Form 312:TC or ASG — Main Form                                                                                      Page 4 of 5


  35. Does the Applicant request any waivers or exemptions from any of the Commission‘s                 C Yes & No
  Rules?
  If Yes, attach as an exhibit, copies of the requests for waivers or exceptions with supporting
  documents.

  36. Has the applicant or any party to this application or amendment had any FCC station            C vYes * No
  authorization or license revoked or had any application for an initial, modification or renewal of
  FCC station authorization, license, or construction permit denied by the Commission? If Yes,
  attach as an exhibit, an explination of circumstances.


  37. Has the applicant, or any party to this application or amendment, or any party directly or             Yes        No
  indirectly controlling the applicant ever been convicted of a felony by any state or federal
  court? If Yes, attach as an exhibit, an explination of circumstances.


  38. Has any court finally adjudged the applicant, or any person directly or indirectly controlling &             @
           .        —                         hos             ++                            —      .         YeS   #,   NO
  the applicant, guilty of unlawfully monopolizing or attemptiing unlawfully to monopolize radio
  communication, directly or indirectly, through control of manufacture or sale of radio
  apparatus, exclusive traffic arrangement or any other means or unfair methods of competition?
  If Yes, attach as an exhibit, an explanation of circumstances


  39. Is the applicant, or any person directly or indirectly controlling the applicant, currently a     C Y¥es © No
  party in any pending matter referred to in the preceding two items? If yes, attach as an exhinit,
  an explanation of the circumstances.

  40. If the applicant is a corporation and is applying for a space station license, attach as an
  exhibit the names, address, and citizenship of those stockholders owning a record and/or voting
  10 percent or more of the Filer‘s voting stock and the percentages so held. In the case of
  fiduciary control, indicate the beneficiary(ies) or class of beneficiaries. Also list the names and
  addresses of the officers and directors of the Filer.

  41. By checking Yes, the undersigned certifies, that neither applicant nor any other party to the
  application is subject to a denial of Federal benefits that includes FCC benefits pursuant to
  Section 5301 of the Anti—Drug Act of 1988, 21 U.S.C. Section 862, because of a conviction for * Yyes ©C No
  possession or distribution of a controlled substance. See 47 CFR 1.2002(b) for the meaning of
  "party to the application"for these purposes.

                       .   .                          .             .          .       haag             {~         *
  42a. Does the applicant intend to use a non—U.S. licensed satellite to provide service in the         * Yes © No
  United States? If Yes, answer 42b and attach an exhibit providing the information specified in
  47 C.F.R. 25.137, as appropriate. If No, proceed to question 43.


  42b. What administration has licensed or is in the process of licensing the space station? If no
  license will be issued, what administration has coordinated or is in the process of coordinating
  the space station?

 43. Description. (Summarize the nature of the application and the services to be provided).
 Applicant seeks consent to transfer control of FCC license from bankruptcy Trustee to New York
 Satellite Industries, LLC. See Exhibits A and B.




                                                    CERTIFICATION


!IThe Applicant waives any claim to the use of any particular frequency or of the electromagnetic spectrum as against the ll



http://svartifoss2.fec.gov/egi—bin/ws.exe/prod/ib/forms/getappn.hts                                                          3/7/2002


FCC Form 312:TC or ASG — Main Form                                                                                 Page 5 of 5


 regulatory power of the United States because of the previous use of the same, whether by license or otherwise, and
 requests an authorization in accordance with this application. The applicant certifies that grant of this application would
 not cause the applicant to be in violation of the spectrum aggregation limit in 47 CFR Part 20. All statements made in
 exhibits are a material part hereof and are incorporated herein as if set out in full in this application. The undersigned,
 individually and for the applicant, hereby certifies that all statements made in this application and in all attached exhibits
 are true, complete and correct to the best of his or her knowledge and belief, and are made in good faith.
 44. Applicant is a (an): (Choose the button next to applicable response.)


                                                ©: Individual
                                                C Unincorporated Association

                                                C Partnership
                                                & Corporation
                                                © Governmental Entity
                                                «> Other (please specify)
 45. Name of Person Signing                                     46. Title of Person Signing
 Nader Modanlo                                                  Chairman and President


      WILLFUL FALSE STATEMENTS MADE ON THIS FORM ARE PUNISHABLE BY FINE AND / OR
                                                  IMPRISONMENT
      (U.S. Code, Title 18, Section 1001), AND/OR REVOCATION OF ANY STATION AUTHORIZATION
        (U.S. Code, Title 47, Section 312(a)(1)), AND/OR FORFEITURE (U.S. Code, Title 47, Section 503).




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FCC — Form 312 — Schedule A                                                                                   Page 1 of 2


                    L.
                    aF@} Federal Communications Commission
                         SATELLITE EARTH STATION AUTHORIZATIONS
                                          FCC Form 312 — Schedule A
                                               FOR OFFICIAL USE ONLY
                                                  [INSTRUCTIONS]




                                               Select one of the following
 © CONSENT TO TRANSFER OF CONTROL                                C CONSENT TO ASSIGNMENT OF LICENSE
  * NOTIFICATION OF TRANSFER OF CONTROL OF                            ©: NOTIFICATION OF ASSIGNMENT OF
             RECEIVE ONLY REGISTRATION                                    RECEIVE ONLY REGISTRATION

 Al. Name of Licensee (as shown on FCC 312 — Main Form)

 Name:      Final Analysis Communication Services, Inc. ifififien (301) 459—4100

 gflfiei                                                          Ilifi:;nber: (301) 459—0101
 Street:    9701—E Philadelphia Court                            E—Mail: pmahoney@finalanalysis.com
 City:      Lanham                                               State:    MD

 Country: USA                         _                          Zipcode: 20706 —
 Attention: Patricia Mahoney
                          ion(s) being assigned or transfered                A9. No. of station(s) listed 1


 A10. Name of Transferor / Assignor

 Name:      Cheryl E. Rose, Trustee for the Estate of Final Analysis Inc. I}:I}:;?:te)ep        (301) 838—2010
 Company:                                                                        Fax Number:
 Street:    50 W. Edmonston Drive                                                E—Mail:
            Suite 600
 City:      Rockville                                                            State:         MD
 Country: USA                                                                    Zipcode:       20852 —

 ggl;act                                                                         Relationship: SA

 Al1S. Name of Transferee/ Assignee
        202                    .           .           Phone
 Name:      New York Satellite Industries, LLC y,,_y,,. 301) 251—0828
 DBA                                                   Fax
 Name:                                                 Number:
 Street:   _ 5 Crestview Court                         E—Mail:
 City:      Potomac                                    State:    MA




http://svartifoss2 .fee.gov/egi—bin/ws.exe/prod/ib/forms/dumpit.hts                                             3/7/2002


FCC — Form 312 — Schedule A                                                                                          Page 2 of 2



 Country: USA                                              Zipcode: 20854

 Attention: Nader Modanlo

 A20. If these facilities are licensed, is the transferee / assignee directly or indirectly controlled
 by any other entity? If yes, attach as Exhibit E, a statement (including organizational diagrams        ©" Yes
 where appropriate) which fully and completely identifies the nature and extent of control               & No
 including: (1) the name, address, citizenship, and primary busienss of the controlling entity and       £~   A
 any intermediate subsidiaries or parties, and (2) the names, addresses, citizenshihp, and the
 percentages of voting and equity stock of those stockholders holding 10 percent or more of the
 controlling corporation‘s voting stock.

 A21. If these facilities are licensed, attach as Exhibit F, a complete statement setting forth the
 facts which show how the assignment or transfer will serve the public interest.


                                                     CERTIFICATION
 1. The undersigned, individually and for licensee, certifies that all attached exhibits pertinenet to Schedule A and all
 statement made in Schedule A of this application are true, compete and correct to the best of his/her knowledge and belief.
 The undersigned also certifies that any contracts or other instruments submitted herewith are complete and constitute the
 full agreement.
 2. The undersigned represents that stock will not be delivered and that control will not be transferred until the
 Commission‘s consent has been received, but that transfer of control or assignment of license will be completed within 60
 days of Commission consent. The undersigned also acknowledges that the Commission must be notified by letter within
 30 days of consummation.
 A22. Printed Name of Licensee (Must agree with A1)               A24. Title (Office Held by Person Signing)
 Final Analysis Communication Services, Inc.                      Chairman and President
 A26. Printed Name of License Transferor / Assignor               A28. Title (Office Held by Person Signing)
 (Must agree with A10)
 Cheryl E. Rose, Trustee for the Estate of Final                  Trustee
 Analysis Inc.
 A26. Printed Name of License Transferee / Assignee               A28. Title (Office Held by Person Signing)
 (Must agree with A15)
 New York Satellite Industries, LLC                               Managing Member




http://svartifoss2.fee.gov/cgi—bin/ws.exe/prod/ib/forms/dumpit.hts                                                     3/7/2002


FCC — Form 312 — Schedule A                                             Page 1 of 1


                    4.
                    [F€) Federal Communications Commission
                     d




                         SATELLITE EARTH STATION AUTHORIZATION®S
                                     FCC Form 312 — Schedule A
                                       FOR OFFICIAL USE ONLY
                                          [INSTRUCTIONS]
                                    1 copy of thisform section exist.


       Callsign: $2150 Callsign:

       Callsign :   Callsign:
       Callsign :   Callsign:
       Callsign :   Callsign:
       Callsign :   Callsign:




http://svartifoss2.fec.gov/cgi—bin/ws.exe/prod/ib/forms/dumpit.hts        3/7/2002


                                                                                        EXHIBIT A
                                             FINAL ANALYSIS COMMUNICATION SERVICES, INC.
                                            REQUEST FOR CONSENT TO TRANSFER OF CONTROL
                                                                             PaAGE 1 OF 3


                                     Nature of Application

       This application, filed pursuant to Section 25.119(d) of the Commission‘s Rules, 47

C.F.R. § 25.119(d), seeks consent to the transfer of control of Final Analysis Communication

Services, Inc. ("FACS" or the "Licensee"). Applicant also seeks expedited processing of this

application consistent with treatmerfi of pro forma transfer of control applications involving no

substantial change in control.

       FACS is a non—common carrier licensee in the Non—Voice, Non—Geostationary Mobile

Satellite Services ("NVNG MSS") under the call sign $2150. See Final Analysis

Communication Services, Inc., Order and Authorization, 13 FCC Red 6618 (1998),

Memorandum Opinion and Order, FCC 01—343 (rel. Dec. 3, 2001) ("FACS license"). FACS was

established as a subsidiary of Final Analysis Inc. ("FAI"), a privately held for—profit Maryland

corporation. The majority of voting stock of FACS was owned directly by FAl, with no

intermediate subsidiaries.

       Prior to the time that FAI entered into bankruptcy, Mr. Modanlo held de jfure control of

the licensee.‘ Mr. Modanlo is Chairman and President of the licensee, was Chairman and




|      See FCC Consent to Pro forma Transfer ofControl, File No. SAT—T/C—20000815—00120
        granted Sept. 5, 2000) (granting consent to a proforma transfer of less than ten percent
       of the stock of FAl from its current shareholders, Nader Modanlo and Michael H. Ahan,
       to PO Polyot ("Polyot"), a corporation located in Omsk, Russia. Polyot would then
       execute an irrevocable proxy, including the grant by Polyot to Mr. Modanlo to vote
       Polyot‘s shares in FAL. The effect of these transactions was to grant Mr. Modanto
       positive dejure control of FAI.). Subsequent to approval and consummation of the
       September 2000 transfer, the Polyot shares in FAI were redeemed and 9.56% of the total
       shares of FACS, constituting 13.98% of the voting shares, were issued to Polyot. The
       right to vote Polyot‘s shares in FACS are held in an irrevocable proxy granted to Mr.
       Modanlo, and thus Mr. Modanlo retained de jure control of FACS.


                                                                                         Pacge 2 or 3


President of FAI and the licensee prior to the bankruptcy, and was subject to prior public interest

review and approval by the Commission when the license was originally issued.

       On September 14, 2001, a petition for involuntary Chapter 7 bankruptcy was filed in the

United States Bankruptcy Court for the District of Maryland, Case Number 01—21039, to

liquidate the assets of FAI. In an order issued October 24, 2001, that court appointed Cheryl

Rose of Rockville, Maryland, as Trustee for FAI. This transferred control of FAlI to the Trustee,

and consequently resulted in the involuntary transfer of the ultimate control of FACS. Pursuant

to Section 25.119(d) of the Commission‘s Rules, on November 5, 2001, FACS filed with this

Commission an Application for Consent to Involuntary Transfer of Control (File No. SAT—T/C—

20011105—00094), of FACS from FAl to the Trustee. That application is currently pending.

       On January 14, 2002, the Trustee for FAI ("Transferor‘"), sold, assigned and transferred

the assets and properties of FA1, including the stock of FACS, to New York Satellite Industries,

LLC ("NYSI" or "Transferee"), a Delaware limited liability company also under the control of

Nader Modanlo. Mr. Modanlo is the Managing Member of NYSI and currently holds 100% of

its voting interests. Under the terms of the sale, the Transferor will retain control over the FACS

stock and the license until such time as the Commission issues an order that consents to the

transfer of control of FACS to the Transferee. See Bill of Sale attached as Exhibit B.

       The transfer of control effected through this application will transfer all of the stock of

FACS originally held by FAl, and then by the Trustee, to NYSI The effect of these transactions

is a non—substantial change in control of FACS because the same party, Mr. Modanto, will have

de jure control of the licensee both before and after the bankruptcy of the parent company, FAL

Therefore, this application should be accorded streamlined processing consistent with treatment

of proforma transfer of control applications involving no substantial change in control, or


                                                                                          PaGE 3 or 3


otherwise processed on an expedited basis. As explained in the Statement of Public Interest

attachment, it is critical for the licensee to return to normal operations as quickly as possible.

Approval of this application will enable the company to reestablish continuity of management,

which is essential for the successful completion and deployment of the FACS Little LEO system.

For these reasons, expedited processing is requested.


                                       BILL OF SALE
       For good and sufficient consideration, receiptof which is hereby acknowledged,
Chery] E. Rose, Chapter 7 Trustee for Final Analysis, Inc., a Maryland corporation
("Seller") has SOLD, ASSIGNED and TRANSFERRE]) and by these presents does SELL,
ASSIGN, TRANSFER, and DELIVER to New York Satellite Industries, LLC, a Delaware
limited liability company, its successors and assigns (‘Buyer"), effective as of January /4
2002, all of Seller‘s right, title, and interest in and to each and all of the assets and properties .
of Seller described in Exhibit A hersto.

        Seller hereby authorizes Buyer to lmmedxately take any appropriate action in
connection with any of these rights, claims, causes ofaction, and property, in its own or any
other name, but at its own expense, upon execution ofthis Trustee‘s Bill of Sale.

        TO HAVE AN TO HOTLUD, for itself and its successors and assigns, these rights,
claims, causes of action, property and other assets described in Exhibit A hereto are sold,
assigned and transferred "AS 18."

        Seller hereby agrees to exccute any documents, and to take all actions, reasonably
requested by Buyer, at Buyer‘s expense, to effectuate and cvidence the sale, assignmentand
transfer to Buyer of the Assets described in Exhibit A hereto                           :

        Any individual, partnership, corporation, or other person or entity may rely without
further inquiry upon the powers and rights herein granted to the Buyer and upon any
notarization, certification verification, affidavit, or jurat by any notary public uf any state
relating to the authorization, execution, and delivery of this Bill of Sale or to the authenticity
of any copy, conformed, ot otherwise, hereof.

         IN WITNESS WHEREOF, Seller has signed this Bill of Sale on the date first written
abave.                                                    '

SELLER:

 Cha
   ueP F. feus,
Chery] E. Rose, Chapter 7 Trustee
          Estajle af Fiasl *'\4'73‘45 J:nc,


                     FEDERAL COMMUNICATIONS§ COMMISSION

                                      ADDENDUM

                                             to


                                TRUSTEE‘S BILL OF SALE
           THIS ADDENDUM to the Trustee‘s Bill of Sale of even date hcrethhis made
this 14 day of January, 2002.
       In accordance with the Communications Act of 1934, as amended, Seller and
Buyer agree that Seller shall retain control over the Federal Communications
Commission ("FCC") license held by Final Analysis Communication Services, Inc. until
such time as the FCC issues an order approving a transfer of control of the FCClicense
from Seller to Buyer. Seller shall cooperate and assist Buyer to effectuate the transfer of
control.

        IN WITINESS WHEREOF, Seller and Buyer have sngned this Addendum to the
Trustee‘s Bill of Sale on the date first written above.


SELLER:                                      BUYER:


  (AaxaP E. fete
Chery] E. Rose, Chapter 7 Trustee            NadgeModanlo, Managing Member
                                               w York Satellite Industries, LLC


STATE OF MARYLAND              )
                               )       SS:
COUNTY OF PMankgermsery)
       On this the /4¥ day of         Tanva ry        2002, before me, came Cheryl E.
Rose, who is personally known to me, and being by me duly swom, did desose and say that
she is the Chapter 7 Trustee of Final Analysis, Inc., a Maryland corporation; and that she
executed the foregoing and annexed Bill of Sale in her capacity as Chapter 7 Trustee on
behalf of the estate of such corporation.

       IN WITNESS WIHEREOF, I hereunto set my hand and official seal.


                                             %otary Public                      RAINA E. BRIGANTY.
                                                                        NOTARY PUBLUC STATE OFf MARVLANC
                                                                       My Commission Expires January 15, 20(
                                             My Commission Expires:


                                                                                  ExHIBIT F
                                                 FINAL ANALYSIS COMMUNICATION SERVICES, Inc.
                                                REQUEST FOR CONSENT TO TRANSFER OF CONTROL
                                                                                 PAGE 1 oF 2




                                     Statement of Public Interest

          Consent to the transfer of control requested in this application is in the public interest

because it will best facilitate the implementation of the Final Analysis Communication Services,

Inc. ("FACS") "Little LEO" system in accordance with its license. Approval of this application

will enable licensee to return to normal operations and also will re—establish continuity of

management, which is essential for the successful completion and deployment of licensee‘s

system.

          Nader Modanlo, the controlling party of the proposed Transferee, New York Satellite

Industries, LLC ("NYSI"), is the same party who previously held ultimate control of the licensee

through its parent company, FAl, and then gained direct control as majority voting shareholder

of the licensee. Mr. Modanlo also maintained continuous day—to—day control of the licensee,

even through the bankruptcy, as Chairman and President of FACS. Mr. Modanlo has already

been subject to public interest review and approved by the Commission in the context of the

original issuance of the license, thus, grant of the instant application does not create a substantial

change in the control of the licensee, other than the fact that it will facilitate the emergence of

FEACS from its corporate parent‘s liquidation.

          The proposed transfer of control to NYSI will enhance the overall capabilities of the

licensee to enter and compete in the Little LEO marketplace. Currently, there is only one fully

operational Little LEO system, ORBCOMM. FACS is poised to be a viable competitor to that

system. Thus, grant of this application will facilitate achievement of the Commission‘s original

objectives in granting the second round of Little LEO licenses, namely to ensure multiple service


                                                                                   PagE® 2 or 2


providers in the Little LEO market. See Amendment ofPart 25 ofthe Commission‘s Rules to

Establish Rules and Policies Pertaining to the Second Processing Round ofthe Non—Voice, Non—

Geostationary Mohile Satellite Service, Report and Order, 13 FCC Red 911 1, 9113 (« 2) (1997).


JAN   25       2002      17156        FR      KELLEY        DRYE       &     WARRENG@Z            955     9791        To     5.940909900@1.141                        P.0@2

C       0;
                                                                                                                                                lAN 2 5 1
      READ INSTRUCTIONS CAREFULLY                                                                                                                 Approved by OMB
      BEFORE FPROCEEDING                                                                                                                                        1.
                                                          FEDERAL COMMUNICATIQNS CO\\                         11—3G—o7               8710704             o6 1

                                                                   REMITTANCE ADVI
      (1) LOCKBOX # 358210                                                                                                   NTRH N
                                                                                                                             FCC USE ONLY

                                                               SECTION A » PAYER INFORMATION
      (2) FAYEER NAME (if naving by credit card. entor name cxactly as it appears on your card)                            (3) TOTAL AMOUNT PAID (U,5. Doilars and cents)
      Kellev Drvae & Warren,. LLP                                                                                                                            $9,195.00
      (4) STREFT ADDRESS LINE NO. 1
      1200 19th Street, N.W.
      (5) STREET ADDRESS LINE NO, 2
      Suite 500
      (6) CITY                                                                                                             (7 SSE      |(@) Z1 CODE
      Washinaton                                                                                                            DC                   20036
       (9) DAYTIME TELEPHONE NUMBER (include arca code)  (10) COUNTRY CODE (if not in U.S.A.)
       202 — 9859600                                     US
                       FCC REGISTRATION NUMBER (FRN) AND TAX IDENTIFICATION NUMBER (TIN)REQUIRED
      (11) PAYER (FRN)                                  (12) PAYER (TN)
           0003        72       0158                    0135335107
                             IF PAYER NAME AND THE APPLICANT NAME ARE DIFFERENT, COMPLETE SECTION B
                                  IF MORE THAN ONE APPLICANT, USE CONTINUATION SHEETS (FORM 159—C)
      {131 APPLICANT NAME
      Final Analysis Communication Services, Inc.
      (14) STREET ADDRESS LINE NO. 1
      9701—E Philadelohia Ct.
      {15) STREET ADDRESS LINE NQ. 2

      i8 CITY                                                                                                             07 sTATE| ((8) ZIp CODE
      Lanham                                                                                                              MD                 20706 —4400
      (19) DAYTIME TELEPHONE NUMBER (include area code)                    (20) COUNTRY CODE (if not in U.S.A.)
      3014594100 x000                                                      US
                          FCC REGISTRATION NUMBER (F.                       AND TAX IDENTIFICATION NUMBER (TIN) REQUIRED
      (21) APPLICANT (FRN)                                                 (22) APPLICANT (TN)
             0003         73            2583                               0521900790
                    COMPLETE SECTION C FOR EACH SERVICE, IF MORE BOXES ARE NEZEDED, USE CONTINUATION SHEET
      (23A) CALL SIGN/OTHER ID                                                24A} PAYMENT TYPE CODE            [(25A) OUANTITY
                                                                              CGZW                               1
      (26A) FEE DUE FOR (PTC)                       f27m TOTAL FEE                                  FCC USE ONLY
       $9.195.00                                                                    $£9,195,00
      28A) FCC CODE 1                                      (29A) FCC CODE 2
                                                                                                                                                     |52002000105

      se cabesiarorhek iD — *
      (26B) FEE DUE FOR (PTC)                       (271) TOTAL FEE                                 FCC USE ONLY

      28B) FCC CODE 1                                       29B) FCC CODE 2


                                                                  SECTION D — CERTIFICATION
      (30) CERTIFICATION STATEMENT
      I.                                                          , certify under penalty of perjury that the foregoing and supporting information is true and eorrect to
      the best of my knowledge, information and belicf.        SIGNATURE                                                         DATE


                                                   SECTION E — CREDIT CARD PAYMENT INFORMATION
       (31)                        MASTERCARD/VISA ACCOUNT NUMBER:                                                                                  EXPIRATION
                                                                                                                                                    DATE:
       Ej       MASTERCARD

       D        visa    T hereby authorize the FCC to charge my VISA or MASTERCARD for the service(s)/authorization herein described.

                        SIGNATURE            _:                                                                      DATE

                                             SEE PUBLIC BURDEN ON REVERSE                                     FCC FORM 159            FEBRUARY 2000 (REVISED)




                                                                                                                                          xxx    TOTAL PAGE .02 *x



Document Created: 2012-11-15 14:44:07
Document Modified: 2012-11-15 14:44:07

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