1. business and industrial

From:
Sent:
Jeff Jefferson [email protected]>
Tuesday, April 19,2011 11:mAM
To:
Jan Sanders; [email protected]; Karen Shook; GYawlakadhr. state.md.us;
cc:
J~n.De~uca~bpu.state.nj.us;
[email protected]; norcrossk~michigan.gov;
[email protected]; [email protected];[email protected]
[email protected]; [email protected]; Anita.Sp
J e f f . R i ~ ~ ~ ~ w i s c o n s i n .Anne.
g o v ;[email protected]; mftetcfier~psc.state.wv.us;
[email protected]; [email protected]; Connie Griffin; Kristi Rhude;
[email protected]; srosemond~psc.state.ga.us;[email protected];
[email protected]; [email protected]; [email protected];
[email protected]; kim.happyapsc.mo.gw; [email protected];
c&on@pSc.&ate.ga.us;
[email protected]; [email protected];
1mcdonald~psc.state.ga.us;
dnazarian~psc.state.md.us;
hwilliams~psc.state.md.us;
[email protected]; [email protected]; [email protected]
donna.chandler~.s~e.ms.us;
eric.callist~isconsin.gov;[email protected];
[email protected]; liz.kayser~puc.state.tx.us;
[email protected];
[email protected]; [email protected]; [email protected];
[email protected]; [email protected]; janice. [email protected];
[email protected]; [email protected];[email protected]; [email protected];
[email protected]; [email protected]; [email protected]; Samantha.Goodwin~~a.~ov;
[email protected]; [email protected] [email protected]
1. FL BLC Managment Team Cox Murphy Campbell pgs 12-13.pdf; 2.I 1 Conexions Torn
6iddix Brian Cox Joint Ownership pgs 14-25.pdf; 3.Conexions True wireless Ownership
Flowchart pg 2.pdf; 4. Conexions Ownership Breakdown pg 2-3.pdf;5. AT&T Produced Tom
Biddix Brian Cox Joint 0wnership.pctf
Attachmenta:
Do not be misled Torn Biddix and Brian Cox are joint owners of both True Wireless and Conexion Wirekss
dong with Steve Watson, Paul Watson and Chris Watson
Arkansas has already approved Conexions as a wireless law income provider
why are more states approvingthese individuals when they are known to be defrauding the low income
progtam
1
Lance JM. Steinhart, P.C.
AttomeyAtLaw
1720 Windward Concourse
Suite 1 15
AlpGeorgia 30005
Also Admitted inNew York
and Maryland
Telephone: (770) 232-9TG
F a a M e : (770) 232-9208
Email: [email protected]
April 14,2009
Re:
- ,
...
.
BLC Maaagemena LLC d/b/a Angles Communication Solutions
f-0
. ,
To Whom It May Concern:
Enclosed please find om original and six (6) copies of BLC ManagU C d/b/a
Angles CumrmZnication Sofutions's (EL€)Application for Authority to Provide Local Exchange
Telecommmiations Service W i the ~State of Florida.
I also have d o s e d a check ia the amounf of $400.00 payable to the Florida Public
Service CommisSim to cover lhe cost of fling these documenff.
Please return et stamped copy of the extra copy of this letter in the enclod preaddressed
prepaid envelope.
If you have any questions r e @ i
for your attentionto this matter.
'OM
ECR
SGA
this m k r , please do not hesitate to all me. Thank
for BLC Management LLC
-M-
d/b/a Angles Communication Solutions
cLK ~ I o s u r e S
cc:
RachelLaquitara
I30Cl;MEflT WHBf R-DATE
03628
AM208
FPSC-CDHMISSION CLERH
FLORIDA PUBLIC SERVICE COMMISSION
DlVlSlQN OF COMPETITIVE MARKETS AND ENFORCEMENT
APPLICATION FORM
for
AUlliORITY TO PROVIDE COMPETITIVE LOCAL EXCHANGE
TELECOMMUNICATIONSCOMPANY SERVICE
WITHIN THE STATE OF FLORIDA
A. This farm is used as an application for an original certificate and for approval of sale,
assignment or transfer of an existing certificate. In the case of a sale, assignment or
transfer, the information provided shall be for the purchaser, assignee or transferee
(SeePage 8).
6 . Print or type all responses to each item requested in the application. If art item is not
applicable, please explain.
C. Use a separate sheet for each a n m r which will not fit the allotted space.
0. Once completed, submit the original and two (2) copies of this form along with a now
refundable application fee of $400.00 to:
Florida Public Senrjce Commission
Division of the Commission Clerk and Administrative Services
2540 Shumard Oak Blvd.
Tallahassee, Florida 32399-0850
(850) 413-6770
E, A filing fee of $400.00 is required for the sale, assignment or transfer of an existing
certificate to another company (Chapter 25-24.815, F.A.C.).
F. If you have questions about completing the form, contact:
Florida Public Sewice Commission
Division of Cornpetitlw Markets and Enforcement
2540 Shumard Oak Blvd.
Tallahassee, Florida 32399-0850
(850) 413-8600
I
This is an application for (check one):
Original certificate (new company).
c7
~ppmva~
of transhr of existing certificate: Example, a noncertifmted
company purchases an existing company and desires to retain the original
certificate of authority rather that apply for a new certificate.
17
Approval of assignment of existing Csrtlflcate: ExamDte, a certificated
company purchases an existing company and desires to retain the existing
certificate of authority and tariff.
2.
Name of company: BLC Management LLC
3.
Name under which applicant will do business (fictitious name, etc.):
Angles Communication Solutions
4.
Qfficial mailing address:
StreetlPost OfRce Box: 11121 Highway 70, Suite 202
C i Arlington
State: Tennessee
Zip: 38002
5.
Florida address:
StmeVPost Office Box:
CW:
State:
Zip:
6.
Structure of organkadon:
0
0
0
0
Individual
Foreign Corporation
General Partnership
Other, Limlted LiabilityCompany
Corporation
Foreign Partnership
Limited Partnership
7.
If indfyidual, provide:
Name:
Title:
StWPost m c e Box:
City:
State:
Zip:
Telephone No.:
Fax No.:
E-Mall Address:
Website Address:
8.
of incowrated in Florlda, provide proof of authority to operate in Florida. The
Floiida Secretary of State corporate registration number is:
9.
If foreinn cormratlon, provide proof of authority to operate in Florida. The Florida
Secretary of State corporate registration number is:
(a
10. If using fictitious name
provide pmof of compliance with fictitious name
statute (Chapter 865.09, FS)to operate in Florida. The Florida Secretary of State
fictitious name registration number is:
GO5059700206
11. C
I a Ilmiteed liabilitv rrartnershiD, please p m f of registfation to operate in Florida.
The Florida Secretary of State registration number is:
f Z If a narbrership, provide name, title and address of all partners and a copy of the
partnership agreement.
Name:
Title:
StreeUPost Office Box:
city
State:
ZIP:
Telephone No.:
Fax No.:
E-Mail Address:
Website Address:
13. If a foreisn limited partnershim. provide proof of compliancewith the foreign fimited
partnership statute (Chapter 620.169, FS), if applicable. The Florida registration
number is:
Note: To complete tbir intiacthe form
miag your wmprrter, use the tab kcy
to navigate between htn entry Rdds.
FORM PSUCMP-8
-Ired
by Cornmiasloll Rule Noa ZSZ4.810,
a d 25l4.815
-3-
14. Provide F.E.I. Numbar(if applicable): 62-1848149
15. Who will serve as liaison to the Commission in regard to the following?
(a) The application:
Name: Lance J .M. Steinhart
Title: Regulatory Counsel
Street name & number: 1720 Windward Concourse, Suite A 15
Post office box:
City: Alpharetta
State: Georgia
zip: 30005
Telephone NO. 770-232-9200
Fax No.: 770-232-9208
E-Mail Address: [email protected]
We bsite Address:
(b) Official point of contact for the ongoing operations of t h e company:
Name: Brian Cox
Title: Manager
Street name & number: 1I 121 Highway 70,Suite 202
Post office box:
City: Arlington
State: Tennessee
Zip: 38002
Telephone No.: (9Oj)373-3103
Fax No.: (901) 758451 1
E-Mail Address: [email protected]
Website Address: w . a nglescs.com
(c) Complaintsllnquiriesfrom customers:
Name: Chris Melton
Title: Operations Manager
StreetlPost Office Box: 11121 Highway 70, Suite 202
City: Arlington
State: Tennessee
Zip: 38002
Telephone No.: (877)264-5375
Fax No.: (901) 758-4511
E-Mail Address: cmelton~prepaidwu~.com
Website Address: www.anglescs.com
Note: To mmplete this latemctlveform
using your computer, use tht tab key
to wagate between ha cnhy fitlQs.
FORM PSClCMP-8 (01106)
Retlirlred by Commlsslon Rule Nps. 25-24.810,
and 25-24.81 5
-4-
16, List the states in which the applicant:
(a) has operated as a Competitive Local ExchangeTelecommunicationsCompany.
Alabama, Florida, North Carolina, South Carolina, Kentucky, Louisiana, Mississippi
and Tennessee
(b) has applications pending to be certificated as a Competitive Local Exchange
Telecommunications Company.
Applicant has applications pending throughout the United States.
(c) is certificatedto operate as a Competitive Local Exchange Telecornmunicakns
Company.
Alabama, Arkansas, California, Idaho, lowa, Illinois, Indiana, Kentucky, Louisiana,
Massachusetts, Maine, Mississippi, Montana, New Jersey, New York, North
Carolina, Oregon, Rhode Island, South Carolina, South Dakota, Tennessee and
Vermont
(d) has been denied authority to operate as a Competitive Local Exchange
Teiecommunications Company and the circumstances involved.
Florida. BLC was revoked for failure to pay MI fees.
(e) has had regulatory penalties imposed for violations of telecommunications
statutes and the circumstances involved.
See (d) above.
(f) has been involved in civil court proceedings with an interexchange carrier, local
exchange company or other telecommunicatlons entity, and the circumstances
involved
None
FORM FSCICMP-8 (OIIM)
Rrqiiired by Cornrnlsslon Rule Nos. 2524.810,
i i i r l ?FZ4.815
Note: T o complete this interactive form
using your computer, USE tbe tab key
to navigate betweeu data entry fields.
-5-
17. Indicate if any of the officers, directors, or any of the ten largest stockholders have
previously been:
(a) adjudged bankrupt, mentally incompetent (and not had his or her competency
restored), or found guilty of any felony or of any crime, or whether such actions may
result from pending proceedings. tf so, provide exatanation.
None
(b) granted or denied a competitivelocal exchange certificate in the State of Florida
(this includes active and canceled competitive local exchange certificates). !f yes,
provlde explanation and list the certifkate holder and certificate number.
None
(c) an officer, dlrector, partner or stockholder in any other Florida certificated or
registered telephone company. If yes, give name of company and relationship. If
no longer associated with company, give reason whv not.
None
18. Submit the following:
(a) Manaaerialcamblltty: resumes of ernpbyeedofficers of the company that would
indicate sufficient managerial experiences of each.
(b) Technical caDabilitv: resumes of employeedofficersof the company that would
indicate sufficient technical experiences or indicate what company has been
contracted to conduct technical maintenance.
(c) FinancialCaDabllltv: applicanfsaudited financial statementsforthe most recent
three (3)years. If the applicant does not have audited financial statements, it
shall 50 be stated, Unaudited financial statements should be signed by the
appllcanfs chief executive officer and chief financial officer affirming that the
financial statements are true and correct and should include:
1. the balance sheet,
2. income statement, and
3. statement of retained earnings.
Note: This documentation may include, but is not lfrnltedto, financial statements, a
projected profit and loss statement, credit references, credit bureau mports, and
descriptionsof business relationships with financial institutions.
Note: To wmplete thIa inteructive form
wing your computer, w e the tab key
to navigate between data en@ fields.
FORM W C M P - 8 (Ollw)
RquIrtd by CommlssIm Rule Nos. 2524.8810,
.rad a 5 - 2 4 m
-6-
REGULATORYASSESSMENT FEE I understand that a#Mephonecompanies must pay
a regulatory assessment fee. Regardless of the grow operating revenue of a company, a
minimum annual 3ssessmeRt fee, as deiined by the Commission, is required.
RECEIPT AND UNDEMTANMNGOF RULES: I acknowledge redptand understanding
of the Florida Public Service Commission's rules and orders relating to the provisioningof
competitive l a d exchange telecommunications company (CLEC) sewice in Florida.
APPLICANT ACKWOWLEDGEMENT: By my signature below, I, the undersigned omcar,
attest to the accuracy of the infarmation cuntaind in this application and attached
documents and that the applicant has the technical expertise, managerial ability, and
financial capability to provide competitive 1exdwnge tekmrnmuniwtbns company
senrice in the State of Florida. I have read the fwegoing and declare that, tothe best of my
knowtedge and belief, the information is !rue and correct I attest that I have the authority
to sign on behalf of my company and agree to comply, now and in the future, with all
applicable Commission rules and orders.
Further, I am aware that, pursuant to Chapter 837.08, Florida Statutes, 'Whoever
knowktgly makes a false statement in H n g with the intent to mislead a public
~wantIn~pe~rmanceofhis~~laldutyshallbegui~ofambdem~nor~~
second degme, punishable as provided in s.n5.082 and s.775.083."
Rint Name: M a n Cox
Date:
Y
!(6 09
LIST OF ATTACHMENTS
mANcIAL,INFORMATION
MANAGEMENT INFORMATION
mATEMENT0F FINANCIAL CAPABLlTY
Biographical Information
Brim Cox. PddentlCEO. LLC Member and Manager
Brian has successfullyguided
through the tUrmoi1 and transitions of the CLEC
industry over the last 3 years sticking to firm principles of efficient use of resources and
customer service driven telecom products. Brim founded Angles in early 2001 to
implunent new htemet and communicationtechnologies. His philosophy of assembling
an experienced and dedicated leaderdip team has p v e n to be extremely effective.
Under Brian’s leadership, A n g h was awarded the Chamber of Commerce Rookie of the
Year is on pace to hit $4,OOO,OO0.00 in 2006. Prior to Angles, Brian served as an account
executive for Lase Brothers Chemical, which was the regional distributor ofOrtho
Chemical. While he wag there, he achieved the honor of having the highest increase in
d e s volume of any executive in the country 2 years in a row.
Danny Michael. Vice President
Danny has rnaintahd positions of technology salles and management since 1996. His
past expertise over the last decade lies mainly in an award winning sal= background in
wireless and landline telecom working with a full range of clients fium Fortune 500
companies to local small business owners to individuaI retail based customers. Danny
c m h a full scale of qualities ranging from executivemanagement, new sales
prospecting and development, business administration, technical and telecom knowledge,
and the strong ability to yield results. These qualities in conjunction with exceptional
communicationskills are what make Danny a clear asset and necessity to our companies’
growth and overall success.
Robat Womck. Chief Financial Officer
3ob brings 19 years of accounting and bookkeeping experienceto the Angles Team. Bob
is a member of the Tennessee Society of Certified Public Acaountmb, the National
Society of Accountants, and the Terncase Association of Accountants, where he served
as state President and currently serves on the Board of Gavemm. He has also served the
Memphis Chapter of the Tennessee Association of Accountants as a member ofthe
B o d of Governors for four yerlxs and is a past Chapter mident. For the 2003-04
chapter year, Bob was honored by being selected as the chapter’s “Accountant of the
Yew“ and for the 2004-05 year as the state’s “Outstanding Accountant of the Year7’.
Steve Watson, Executive Teleoom Consultant
Steve started the first certified CLEC in Pensawla, Florida In business for 7 years, Steve
pioneered the CLEC landscape and uses this valuable experience to consult Angles on
data integrations and dispute/promotionalmamgemmt.
KwlnMun,hv. P r o m m e r
For 25 years, he has honed his skills in Systems Analysis snd DeVeIqment in both
Telecom Back Office as well as Manufacturing systems. His analytical skills in syskm
design, implementation expertise and billing platform knowledge are highly valued by
Angles-
Chuck Campbell. Business Systems Manager
Chuck has more than 20 years of experience delivering a wide variety of back office and
integrate3d cmnm~&ons solutions to cutting edge and world-class clients in the
finance,t d w m and ebusiness sectors.
Owen Vmce.LLC Member and Manager
Angles will rely on the business management and ownership experience of LEC member
and manager Owen Vance. Some of Owen’s business dealings include purchasing
Alexander Transfer hc.,an agent for Mayflower Transit, in 1999, This company is still
thriving under his l e a d d i p . Owen also founded Vance and Richards Office Records
Management in 1992. This company became extremely sucoessful and wlts sold in 2003.
Owen, like dl 3 of ow memberlmanagers is also very involved in his church and giving
back to the commuILify.
Kevin Womack LLC Member and Manarrer
Kevin currently serves as Memphis City President for First Bank. With over 17 years of
banking experience, including Senior Vice President of Ramant Bank and Community
Bank President ofB d m r p South Bank, Kevin’s management expieme along with his
howledge of Wce stiategia and baaking tools will be. extremely useful to Angles’
expansion.
Mark Foster. ReaUratorv Attorney and L e d Counsel
Mark has over 15 years of experience in public utility and tariff regulation. He has been
board certified in administrative law by the Texas b o d of Legal Specidization and is
fbrmep counsel to the Public Utility Commission of Texas, Mark is a founder and prtnm
in the Law Firm of Foster and Mal&
David J. Johnson. Corporate Attorney
Mr.Jobnsan ofJohnson, Grusin and Surprise, P.C. has over 35 yem of experience BS a
practicing corporate attorney for companies such as American Airlines. Mr. Johnson will
assist in all corporate contracts and legal matters.
Jon Olivrtres. ExeoutiVe Telecam Pansultant
Jon brings o v a 15 years of telecom experience to the Angles Team. He has extensive
howledge of Cabal OfEce Switching Platforms dong with managing all aspects of a
sales portfolio. In 2000, Jon was in charge of evmy rtspecc both persame1 and h c i a l ,
of the Network Telephone start up in West Tennessee and North Mississippi. He saved
as the area market manager and spearheaded account growth from zero to five hundred
a m t s in six months. Before leaving to head up the Network Tdephone start up, Jon
was rhe major account director for XO. He was responsible for $1.6 million petsonally
and over $6 million total in monthly billing. Prior to XO,Jon was regional sales director
for mass markets with MCI.
Chris Manages the 35 stafftschnicians and coordinates and implements lo& order processing
and all facets of troubIshouting every type of outage or repair issue. Technical skills include
extensive use of LENS, P M A P , TAFI and CSOTS; working with Bellsouth Maintenance Group,
LCSC, LENS Support Group, and LSM Group; knowledge of acquiring information from the
LOR; Works daily with all long distance canier backbones and all BellSouth male issues and
oversees stll technical functions of the company.
Arturo Meija
Call Center Manam
In 2006, Arhm, supmised the implementation of building a 400 person call center fix Bellsouth
from scratch. Arhm uses this experience dong with his ImowIedge of call Ceateqmagemenc
performance reporting and technical expertise to ensure our customer service p m e l are is
properly trained and motivated.
Ed& Leon
Online Suwvr&
Edwin monitors and manag- all forms of online intmtive customer service intruding email
requests, support tickets that customers enter and o w live chat software that offers live support
h m 8am-lZpm Monday-Friday. These tools allow us to provide every possible avenue of
ulstumaservice.
Andreas Sdazar
Trouble Ticket and Outaae Coordinator
Technical skills include extensive use of LENS, PMAP, and CSOTS; experience With calling
into Bellsouth Maintenance Group, LCSC, LENS Support Group, and LSM Group; knowledge
of acquirhg information from the LOH; Manages technical support department which handles
all outages and trouble issues.
Technical skills include extensive use of LENS, PMAP, and CSOTS; experience with calling
into Bellsouth Maintenance Group, LCSC,LENS Support Group, and LSM Group; knowledge
of acqukhg i n f o d o n from the LOH; Manages the new order department while working with
local 911 validation officials to ensure quick installations.
Applicant bas s u f 6 c h t fmncid capability to provide the reqmted service in the State
of Florida and bas sufficient financial capability to maintab the requested service and to meet its
lease or ownership obligations. In support of Applicant's stated fmwial capability, a copy of its
mfit & Loss Statement for the perid ending December 31, 2007 and Decemlxr 31,2008 and
Balance Sheet as of December 31,2007 is attached to its application. Applicant hterds to fund
the provision of m i c e through htemally gemrated cash flow. AppIicand also has the ability to
bormw funds, if required, based upon its finartcial capabilities, to provide service in the State of
FlOMk.
7I
IT
'
7.-
r
.
1n
5
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Attachment B
Docket NO.100340-TP
Date: March 29,201 1
CGM. LLC May 2 1,2010 Meeting
Reason for M w k i ~ g :
I;oltow up IO a conversation with FL PUC Staff regarding questionable practices of
ATMS companies - offering an industry perspective to aid in driving an end 10 noncompliant practices.
1
Flipping customers berween sister-companies for the purpose of claiming
duplicate Link-up subsidies and duplicate noa-recurring TLS subsidies.
Building a business model based on requesting subsidies for subscribers h a t have
not executed sclf-certification forms.
Questionable TLS cost-support from wholly-owned LD company. Lack o f parity
in assessing TLS charges 10 non-ETC clients.
Lack o f parity in assessing customaryhariffed non-recurring chargees to nonlifeline customers,
Passing customer info and i n some instances. self-cert forms, to wholly-controlled
marketing companies for the purpose of flippirig subscribers to another who1 1ymnwo Iled phone company.
The founders of the enterprise that is now ATMS studied the business model, marketing
practices and compliance practices of Villaire Comiiunicatiorls (VCI). They watched
carefully tn see the full regulatory, financial and legal impact of VCl’s acrions end
punishment and determined the enlire affair to be a risk-worthy venture. They then set
out to build P larger house of cards. Over the past twn years this team has ag~rcssivtly
implemented B multi-stale, multi-company strategy that has cIaimed approximately $40
Million i n l o w - h o m e suppod from USAC unprecedented growth in the wireline
lifelint arena faster growth than VCI. Their monthly reimbursement rate has just
topped $4Mi IIiadmonth, and continu- IO grow.
-
-
7’he ATMS infrastructure is front-ended by a wholly-CantroIIeJ marketing company
which advertises in many states under the name “USA Freephone”. USA Freephone
receives calls from end users responding to T V and radio ads, and distributes the callers
IO one nf t he mtiltiple CLECs owned by ATMS in the caller’s slate. The receiving CLEC
activates service fur the caller and provides free installation and free first month of‘
service.The CLEC. through an ATMS-owned data processing company. requests
marketing promotions from AT&T, and lifeline, linkup m d TLS subsidies from W A C .
After providing 30-45 days nf service, ATMS’ self-proclaimed “catch and release” policy
is irnpleniented. When payment from the subscriber is not forthcoming, thc providing
UILEC calls t l i t customer’s house b notify them [hat terniinarioii of their dial tone service
is imminent. Within minutes, the marketing company then cafls the subscriber’s house
and offers a free month o f service land fee insfallation with a new ATMS-awned CLEC.
-The subsr;iiber sees the opportunity IO continue receivhg free service for ariother riiorith.
accepts the offer, and the second ATMS-awned CLEC issues a provisioning request la
AT&T to rnwe the subscriber’s line to their whoiesale account. The ATMS-control led
-71 -
Attachment B
Docket NO.1O034O-TP
Date: March 29,ZO 11
CGM. LLC Mav 21.201 0 Meeting
ATMS' hsims$ m&l is 10 ptcquirehiild multiple ETC companies in w h state to
kiliratc their flipping srrafcgy. The real bcncfhafthis d e l kr them, ISthe I o w h n existent cost of acquisition. This mmkires them impossible to compere with for a CLEC
that is playing hy h e fderal compliance pklelines.
Them is also convidmbk evidence thai hey recreated bilting system and bill page data
in advance of replying to their rrurrenlly open W A C audil, in order IOcover-up
c o r n p l k violntior~+thot had been paw of their business strategy.
- 72 -
Attachment B
Docket No. 1OO34O-TP
Date: March 29,201 1
CGM. LLC Mav 21,2010 Meeting
A I ' M S maintains ai l e a tw tekamrnunicatian entities in a particular stale for the
purpose, il's believed, a€ marketing to cLIstonwrs who aff then "rraded" back and forrh,
ptenrinlly qualifying for m m than one lirclim subsidy per btwtwld. In Alahinist and
North Carslim, LilkConncdSwiftel and BLC Mnnagemnt have k m working Together
for several months. fa Louisiana, newly acquirud Triarch has achieved mprccdcnk+d
grorvh and, comh~nedwith BLC, is dosing in on $1.0 million per month.
- 73 -
Attachment 8
Dmket NO.100340-TP
Date: March 29,201 1
- 74 -
Attachment C
Docket NO.100340-TP
Date: March 29,20 1 1
I
1
75
Lance S.M. Steinhart, P.C.
Attorney At Law
1720 Windward CQncourse
suite 115
Alphare~Georgia30005
Telephone: (770) 232-9200
F ~ ~ i m i l a(770)
: 232-9208
Email: Isteiahar@telemnmunseLcom
February 23,201 I
W.Elizabeth A. Rdando
Chief Clerk
minois Commerce Commission
527 ]East Capitol Avenue
Sgrb.lgfield, E 62701-1827
(2 17) 782-7434
€k Application for Certificate to Become a Prepaid Wireless Provider Within the State
of lllinois for CONEXlONS L E d/b/a Conexion Wireless
Dear Ms. Rolando:
Enclosed please h d m e orighal of h e Application for Certificate to Become a Prepaid
Wireless Rovider Within the State of IlZinois for CONEXTONS L E d/b/a Conexion W i d a s ,
inc1udm.gPrefi1e.dDirecE Testimony.
Please note that the financial information is being filed as confidentid materid.
Please admowkdge receipt via return email.
If you have any questions or if 1 may provide you with additional informarion, pfease
contad me at the above address or tekphone number. Thank you far your attentionto this matter.
Respectfully submittal,
h c e J.M. Steinhart
Attorney for CONEXEONS LLC dlwa Conexion Wireless
Enclosures
cc:
DavidGainer
(File this application vra e-docket,or if unable to do so,file one migiml verified application
with t h e Chief Clerk.)
Docket No.
ICC office use only
Please provide the appropriate information in the ( )
CONExlOMS LLC a l a Cone~onWireless
Application for a CertScate of
Authority to operate as a Pxepaid Wjxeless Provider
throughoui: the state of Illinois.
axeas in hheadmg below.
:
APPLICATION FUR CERTIFICATE TO BECOME A
PBEPAXD WIRELESS PROVIDER
Wse additionalsheets as necessaryJ
FEIN # 20-8566470
1. Applimda Marne(iaduding d/b/a,if any)
Address:
Street:
*
City:
Statelzip:
6905 N.Wickham Road, Suite 403
Mdbome
Florida, 32940
2. Authority Requested: (Mark all that apply)
13-403Facilities Based Interexchange
13-4004Resale of ]Local andlor Interexchange
13-405Facilities Based Local
X 13-401 Prepaid Wireless
3. Request for waivedvmiames: Tn applications fox local exchange seMm authoriw under
Sedone 1 3 4 4 or €3-406,waive= of Part 710 and of Section 735.180of Part 735 3re generally
requested. in appIieabns far interexchange service authority under Sections 13-403and 13-404,
waivers of Part 710 and Part 735 a r e generally requested. Please indicate which waivers
AppEant is requesting and explain why Applicant is requesting each waiverlvariance.
x
Part 710 Uniform System of Acoounts for TelecommunicationsCarriers
x 4 a r t 735 Procedures Governing the Establishment of Credit, Billing,
Deposits, Termination of Service and issuance o€Tekphone
Dimtorks for Local Exchange Tdecommmmications Carriers in the
state of Illinois
Section 735.180 Directories
X Other Park 745, Tariff Filing ('The company requests a waiver of any tariff
a n g requirement sinm it k providing only wireksg servioes)
4.
For all applicants requesting Iocal exchange authority under Section 13-404 or Section 13-405,
please complete the followinF WIIRIELESS ONLY, MOT APPLICABLE
(a) the Standard Questions fbr Applicants Seeking h a 1 Exchange Service Authority found in
Appendix A of ths document
(b) the 9-I-X Questions for Applicants Seeking Local Exchange Service AuthoriEy found in
Appendix B o i this documen%
(c) the Financial Questions for Applieanrs Seeking h
l Exchange Service Authority Eound in
Append4x C of this document; and
(d) if applicable, the Prepaid Sexvice Questions for Applicantg Seeking Lo& Exchange Service
Authorits found in Appendrx D of thh document.
5. In what area of the state dmg the Applicant propose to provide service?
Statewide
6. Please attach a sheet designatingcontact persons to work with Staff on the following:
a>
b)
c)
d)
e>
f)
g)
issues related ta processing this application
consumer issues
curturner compIaint resolution
bxhnieal and service quality issues
7m.W and pricing issues
9-1-1k u e s
wcurityfiw erdorcement
Please identi@ ea& oonhct person’s {i)name, (ii)ti*, (iii) mailing address, (iv) telephone
number, (v) h & d e number, and (vi) e-mail address. See Attachment A
7.
Please check type of o r g h t i o n ?
Indidd
Partnership
-C a r p O r a t i O ~
Date corporation was formed? In what state?
_X_ Other (Specify): Tennessee Limited Liabdie Company
8. Submit a oopy of articles of organization and a copy of c e a c a t e of authority to transact bminess
j
,Illinois. See A t k a c b n t B.
9. List jurisdictions in which &pliant is offeringwireless service(&
10. Has the A p p l i m t , or any principal in Applicant, been denied a Cermcate of Service or had its
certificationrevoked or suspended in any juis&ction. in this ax another name?
YES please provide details)
X
NO
11. Have there been any complaints or judgments levied against the Applicant in any other
jurisdiction?
x
YES
NO
XfYES, describe f d y .
12. Has Applicant provided service
YES
x
under any other name?
NO
IfYES, please list.
13. Will the Applicant keep its b k s and remrds in Ilknois?
YES
x NO
If NO,permission pursuant to 83 Adm Code Part 250 needs b be requested.
Pursuant to Adm Code Part 250, Applicant hereby respectfully requests permimion to keep its boob
and records in the Stak of Florida at its principal phce of business. Applicant will make such
records available to the Commission upon request, and will reimburse the Commission for any
necessary expenees to review auch information.
14.
Please attach evidence of the applicant's mamgerid and technical remurees and ability to
provide sexvim TXlis may be in either narrative form, resumes of key personnel, or a
combination of these forms. Sea Attachment C.
15. List oficexs of Applicant.
Thornas E.Biddix, Manager
16. Does any oEmr of Applicant have an ownership ox other interest in any other entity which has
provided or is cuxrently prmiding tdemmmunications services? _X_ YES
NO
m
If YES, list entity.
6:
All American Telecom, Inc.: American Dial Tone. Inc.: Bellerud CommunicatiDns,L W ;BLC
@naRement ILL42 DIAL!TONE 8s MUM. IMC.: LifeConnex T&om. LLC: REM-TEL
COMMUNICATIONS. INC.: SC TriLjnk.LLC: Triarch Mark&imr, I C .
17. How w i l l Applicant blll for it9 semi&)?
(At a minimum, describe how often the Applicant wiU
bill for service and details of the biUing statement)
All services will be prepaid.
18. How does Applicant propose to handle service, billing, and repair complaints? (At a minimum,
describe Applicant’s internal process for complaint resolutioa the complaint escalation process,
the f5meframe and process by which the customer is n o G d by AppLiCant that they may seek
assistance from the Commissionl)
Sewice. billing and renair c o m p h k can be reached through a toll-free number. If the metomec
k not e a k f ~ e dwith the com~laintresolution. customer wiIl be advised it mn contact the lllinois
Commerce Commisdn €or resolution=
19.
WJ1 personnel be available a t AppLicant’s business officed
respond to hquixies about senice ox billing?
x YES
e regular work-ing hours to
NO
20. What telephone number(s) w o d d a customer use b contact your company?
(866) 523-1893
21. Will Applicant abide by all Federal and State slamming and cramming laws pursuant to Secticn
13-902 of the Public Ukilities Act and Section 258 of the I996 Tehcummunications Act?
x m s
NO
22. Please describe applicant‘s procedures to prevent damming and cramming of customers?
23. If granted authority b operate as a l d exchange carrier. will the applicant abide by the
fouoWing 83 Illinois Administrative Code Parts: 705,710,720,725,730,755,755,756,757,770,
and 772?
-YES
24.
2
NO (If no,please provide an explanation.)
NOT APPLICABLE, WIRELESS ONLY
Please attach evidence of Applicads financial fitness through the submis9ion of its most
current income statement and balm= sheet,or other appropriate doeurnentation of
applicant‘s financial resourms and ability to provide sexvice.
See Attachment D for Conexions’balance sheet and income statement, along with a
bank statement summary for the Associated TelecommunicationsManagement
Services, LLC ( A m ) funding account. Thomas E. Eiddix is common owner of both
Conexions and ATMS.
25. Does Applicant utilize its own equipment andlor facilities?
X YES __ NO
If YES, please list t h e facilities Applicant intends to utilize. Also indude evidence that Applicant
pcssesses the neeesary technical resources to deploy and maintain said facilities:
If NU,which facility provider(s)’s seavices does t h e Applicant intend to use?
Verizon. SDrint Ne-1
or other similar carriers.
26. Please describe the natwe of seryice to be pxotided (e-g., operator services, internet, debit cards,
long distance service, data sewioes, local service,prepaid local service).
27. Will techni-1 personnel be available at all. times ta assist customers with service problems?
28. If Applicrlnt intends to provide payphone service, will the equipment utilized comply with FCC
requirements and Finding (9) ofthe Commision Order entered in Drxket No.84-0442 on June
11, 1986, including, but not. limited to: (a) huch Wing; @) am65 t o 9-1-1and “0“ operator
dialing without use of a coin; (c) rubs governing use of payphones by disabled persons; (d) ability
to complete local and long-distance calls; (e) unlimited duration for I
d d s ; and (0a message
explaining the telephone’sgeneral operations, dialing instructions for emergency assistance,
payphone owner’sname, method of reporting service problems and method of receiving credit for
faulty calls?
YES N
O NOT APPLICABLE
VERZFZCATION
This application &a11 be verified under oath.
OATH
State of Florida
County of Brevard
Thomas E. Biddix
(Insert here the name of affiant)
of
makes oath and says that he is M a w r
(lnsert the officialtitle of the affiant)
c o r n 0NS LLC ma Gonexion Wiwless
(xmert here the exact legal title or name of the Appiicant)
that he has examined the hegoing application and that to the best of his knowledge, information,
and belief, all statements of fact contained in the said application are true, and the said application
k a correct statement of the business and affairs of the above-named applicant in respect to each
and every matter set forth therein.
Manager
-
I
P
Subscribed and sworn t o before me, a N o t a q Publicf
{Titleof person authorized d administer oaths)
in the State and County above named, this
a
day of
d-5
201f.
(Signature ofperso#authorized tu administer oath)
List of Attachents
A
E
c
D
E
Designated contact Persons
Articles Q€ Organization and Certificate of Authority
Management & Technical Xnformathn
Financial Information
PxeBed Testimony
Attachment A
Designated Contact Persons
CONEXIONS LLC m a Conexion Wireless
Designated contact peraom’for:
a. issues related to p m s s i n g this application:
name: hmJ.KS&Rinhart
ti&:
Reg&tmy Counsel
1720 Windward Concoltrse, Suite 115
mailing addrees:
A l p h k b . h g i a 30005
telephone number:
778232-9200
facsimile n m k r :
770-232-9208
e-mail address: ISteinharWeba>mcounsel.com
b. cunsrunerissues
name: TerriRrUse
consumer complaint manager
mailing address:
6905 N.Wiekham Road, Suite 303
h h l h m e , Florida 32940
telephone n m b m
(321)373-1ooB
facsimile number
1321) 250-4400
e-mad address:
tkrus~hm~up.com
title:
c. customer complaint resolution
name: T e r r i h e
title:
Consumer cwlplaint manager
6906 N.WicHham Road, Suib 303
mailing address:
Melbourne, Florida 32940
tdephone number:
(321)373-1006
facsimile number:
(321)250-4$00
e-mail addreex
thWBt&#mgToup.-
d. technical and service quality k w s
title:
KevinPowers
DixectorofQuality
m&g
address:
w e :
telephone number:
hcsimile munlser:
e-mail ddxess:
e.
6905 N.Wickham bad, Suite 303
Melbourne, Florida 32940
(32 1)373-1854
(321) 7754069
[email protected]
’’W
and pricing issues
~ B M B : DavidGainer
title:
D W r of Operatious
6906 N.Wickham Road, Suite 303
mailing address:
Melbourne,Florida 32940
telephone number
(321)373-4343
facsimile n t m k
(321)776-6069
e-mail address:
dgairle~b#mgmq.wm
f. 9-L-1 issues
name: DavidGafner
title:
Director of Operations
mailing address:
6905 N.Wickham Road, Suite 303
M e h m e , Floricla 32940
telephone number:
(321) 373-4343
facairnire number:
(321)775-6U69
e-mail address:
[email protected]
g. Secuxityriaw enforcement
name: DavidGainer
title:
Director of Operations
6905 N.WicBhaa3. Rad, Suite 303
mailing address:
Melbourne, Florida 32940
telephone number:
facsimile n u m b :
e-&
address:
(321)373-4343
(321) 775-6069
dgaine~Ieomgroup.com
Attachment B - Articles of Organization and CertScate of Authority
See Attached
ISSUANCE DATE:
Secretary of State
Divisirum of B&ness Serrrices
312 Rosa L. Parks Avenue
6t# Floor, William R. W g m s Tower
NaAviIk, Temnesee 37243
FiLElREGfSTRATIDN DATE: 02/16/2007
ACTIVE
STATUS:
CONTROL NUHBER: D541669
TENNESSEE
JURXSDLCTION:
TO :
WEOUESTEQ BY:
RTC-CIS, LLC
451) OLD PEACHTREE RD
PAJ/STE l O l A
Rid-CIS, LLC
4 5 0 OLD PEACHTREE
NW/STE l O L A
SUWANEE, GW 3 0 0 2 4
SUWANEE, EA 3 0 0 2 4
I , TRE HARGETT, SECRETARY
---_-I+-_--*._-_h
" - l * h l _ - _ _ - _ -
OF STATE OF: THE
--_-_
*_ _ _ _ _ - _ _ _ - _ _
DATE
FILED
NUMBER
" - - - * - - 1 * * - - * r 1 1 1 1 3
I N THE
__--
3 r -
---_--__---
-."...+-
FILING TYPE
HAi
6242-1873
6619- I877
03/12/2008
LLC
LLC
LLC
LLC
04/17/2009
LLC ASSOH CAWCL
..--"-*-"-*----
ON THE ABOVE
OFFICE O M THE
STATE OF TENNESSEE
WASIWERE F I L E D I N T H I S
02/16/2007
06/18/2007
10/09/20~?
-
_ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ - _ I " I r _ _ f _ _ _ _ _ _
'TOMEXIONS 1LC"
5954 -2239
6075 os17
6141 -2495
RD
STATE OF TEHNESSEE DO HEREBY CERTIFY THAT
_ _ _ _ _ _ _ _ _ _ _ Ir_"_ _ _ _ _ r - _ r C _ _ _ _ - _ _
MAS FbRHED OR QUALIFIED TO DD BUSINESS
DATE, AND THAT THE ATTACHED DPCUHENT(S)
DATECS'I AS BELOW Xt4DICATED.
REF ERE NC E
D7/30/2009
REQUEST NUMBERS 09211509
FILING ACTION
DUR STK PRW OFC AGT INC HAL FYC
DRGANIZATIO
ASSUME NAME
ASSUME NAME
ASSUME NAME
FEES
FROM:
R T C - C L S + LLC
450 OLD PEACHTUEE RD
HW lOlA
SUWAHEE, GA 3 0 0 2 4 - 7 2 8 9
$4ll.OI)
80 1 0 0
TOTAL PAYMENT RECEIVED:
$40. OQ
RECEXYED:
RECEIPT HUMBERr 0 0 0 0 4 6 5 3 3 5 6
nccuum
MUFIBER: ow06778
PRESIDENT
K. BRIAN COX
Signer's t a p c i t y {if other than individual capacity)
Nam (printed
'
typed)
..
".. . -... .
--
"...
*
APPLICATION FOR REGTSTRPBTXON
OF ASSUMED
LI'MXTED LIABILITY CQMFANY NAME
2. The state or country mrorganizatbnis:
3. The Limited LiabilityCompany intends to
busixiea under an assum& Limited LiaMIity Company name.
4. The assumed Limited LiabilityCompany name the Limited Liability Cwnpany proposer to use is:
I
Name (rypedor printed)
Fili Fee: W . 0 0
RDA 2458
Name (typed ar printed)
I
OFFICE OF THE SECRETARY OF STATE
JFSSE WHITB
MARCH 17,2009
Secretary of State
0278225-1
INCOW sERmcEs, mc.
2501 CHATHAM ROAD, SUITE 110
SPRINGFIELD, IL 62704-0000
DEAR SIR OR MADAM:
IT IS OUR PLEASURE TO APPROVE YOUR REQUEST 3% T W S A C T BUSINESS XM THE
STATE OF ILLTNOB+ENCLOSED PLBASE FIND AM APPROVED APPLICA'TlQN OF
ADMlSSIOW.
THE LIMITED MA3ILITY COMPANY MUST FEE AN ANNUAL REPORT PHOR TO THX
FIRST DAY OF lT3 ANNIVERSARY MONTH (MONTH OF QUALIFICATION) NEXT YEAR.
A PREPRINTED ANNUAL REPURT FORM W L L BE SENT TO THE WlSTBRBD AGENT AT
THE ADDRESS SHOWN ON THB RE3coxzDS OF TWS OFFICE APPROXIMATELY 60 DAYS
PRIUR TO ITS ANNIVERSARY MONTH,
MANY SERVICES ARF NOW A V M U 3 L E ON-LME AT WWV.CYBERDRlVBL~QIS.COM.
AMONG OTHER SERVICES AT THIS S m ,YOU MAY CHECK THX STATUS OF THIS
COMPANY, PURCHASE A CERTIFKATB UP GOOD STANDING, OR EVEN FILE THE
ANNUAL RHPORT REFERRED TO IN THE PWWOUS PAMGRAPH.
SMCERELY YOURS,
JESSI3 WHITE
SE€N3ARY UF STATE
Application for Admission
to Transact Business
April 2007
Secretary of State Jess WhW
*maot of mulness*wiU?s
PILC ff
FilingFee: $500
1.
U m i t d Uabiliky CMnpany Name: CONEXIONS LLC
Must m P r y wiih Sscilon 1-10 of tiiCA OT ltsm 2 below W applies.
2.
3.
4.
5.
6.
Address, IMEluding County, of the mcer8qub~dto be maintetlned In the julYsdiction of its organization or, If not requirad,
of the Prlncipal Place of Business: (P.0, Box alone or d~is unacceptable.)
11121 Hiahway 70, Suite 202,Arlington, TN 38002-9230
Shelby
Ciiyrstate
7.
Registered Agent:
z1p
lncorp Services, Inc.
Firsf Name
d o is unscceptable&,ringfeld
CiIy
8.
County
Code
W d C Name
Sangamon
Illinois
County
If applicable, Dab on which Company first conducted business in Illinois:
2125109
(mntinued on back)
Prtnted by aulhorityof the State oi Illlnqis. Febrwy 2Md
62704
ZtP Code
- 1Y - U C - I7.9
dh
a managementvested in #e member or members (List names &id addresses.)
See Attached
LIST OF MEMBERS & D1REC”X”OIRSOF
Conexions LLC
Members
Brian cox
Chris Watson
Directors
AII the above refereaced Mem’bemMamgers & Directors can be reaaed ak
11121ELigbway 70, S n h 20% Arkgtun, TN 38002-9230
OFFICE OF THE SECRETARY UP STATE
JESSE WRIT% Secretary of %ate
0278225-1
D l A R SIR OR MADAM:
APPLEATTON TU ADOPT AM ASSUMED N A M E HAS BEEN PLACED ON FILE AND THE
LlMlTED LWXhY COMPANY CREDITZD WlTH THE RBQWRED PEE.
SINCERELY Y O W ,
2. File number assigned by the Semefay of State: 0278225-1
3. Federal Employer fderrtffication Number {FE.I.N.):
20-8566470
5, Date organ'md (if an IIllnols l i m W I l a M l i company} OF date authorized to transad business In llllnots (if a
March 17, 2009
foreign limited liability mrnpany):
8. The limited liability company intends to adopt and to transact business under the assumed name of:
__I
& k Q nWiXdeSS
7, The right fo use the assumed name shall be Mediwe from the date this appIicafiMl Is filed by the Secretary of
~tafeuntit
1
20 10 ,the first day o f h limited liability oompany's ennkwsary month in
the next yesr whicb is evenly divisible by fwe.
8, TO CHANGE: {a) The abovwamed limited IIabIIityampany intends to cease fransactIngbusinessunder the
assumed name of:
(b) and to corn-
transacting bttsiness under the new asurnd name:
3. TO CANCEL: The abwenamed b i t e d Jiabilii company intends to mase bansding business under the
assumed name of:
x Dated
x
A&
See Attached
Mr. Thomas Biddix
Melbourne Florida
Biography 2010
Torn Biddix is a Florida native. Tom’s entrepreneurial spirit was evident at an ear@age.
Among his accomplishments, Tom was elected President of Future Business Leaders of
America and The Diversified Work Program. Torn also holds the distinction of being
one of the youngest real estate agents to receive a broker‘s license in the state of
Florida. Torn is a devoted family man. Tom and his wife, Stacey, married in 2001 and
have 3 wonderful young children. Torn and his family make their home in the quiet
community of Melbourne Florida where they are vey active in community affairs. Torn
is an avid pilot, boater and goifer.
Torn has had a long and dynamic career as an entrepreneur. In the telecomrnunimtions
industry, Tom began his career in the early 1990’s as a cellular reseller. Since then,
Tom has developed new and innovative ways to bring telecommunications services to
peopb who are typically underserved by the major tier one providers. Torn quickly
recognized the opportunity to provide cellular service to many customers who did not
have a sufficient credit score required resulting in customers being required to pay a
secunty deposit. Torn developed one of the first prepaid cell phones and created a chip
that when inserted into a cell phone, controlled the phone and enabled the customer to
purchase more phone time by coming into Tom’s store where he loaded more time into
the customer‘s cell phone chip. Tom continued in this business until further
opporhrnities were presented with the sweeping changes contained in the 1996
TelecommunicationsAct.
Tom utilized the opportunities created by the changes to the Act to help serve the credit
challenged customer. In the late 1990’s Tom formed Pre-Paid Solutions, Inc., that
utilized his ideas and invention. Pre-Paid Solutions, Inc., grew, through sales and
mergers into a farge inkmatima! company by raising angel capital and venture capital.
Tom eventually took this company public through Pre-Cell Solutions, Inc., onto the
NASDAQ stock exchange. Torn eventually sold the company. Proudly, 100,000
customers are still using an evolved version of his technology today.
After fie sale of his company in the early ZOOUS, Tom’s creative and inventive nature
Ied him to invent and patent an apparatus for cleaning medicat transport boards. Thus,
began his foray into the emergency m d b l supply (“EMS“)industry. Tom remained in
the EMS industry and continued his entrepreneurship with the launch of the Unifold
product line, which is still being utilized today in disaster relief response.
Tom never abandoned his ties to the telecommunications industry. In the mid 2000’sthe
importance for citizens, even those who are credit challenged, to have basic
communication senrice, including 91 f emergency services became very evident as the
US. economy began to falter.. Tom is ROW faking the vast experience and knowledge
that he has gained in prepaid cellular industry and creating similar systems that can
bring those same advantages and efficiencies to the prepaid home phone market. Tom
is Chairman of the Board of Associated Telecommunicafions Management Services,
LLC (“ATMS”). ATMS and its subsidiaries employ nearly 1500 people woddwide.
Currently, Telecom Service Center, LLC, an ATMS subsidiary, is operating a telephone
serarice center in Rockledge, Florida, that will eventually add more than 600 in Brevard
County.
A-ttachment D - Financial I n f o d o n
See Athcheed
Afhcbent E - Prefiled Testimony
See Attached
CONEXIONS LLC d/b/aConexion Wireless Ex.-
STATE OF ILLINOIS
ILLINOIS C O M R C E COMMISSION
CONIE~ONSLLC
d/b/a Conexion Wireless
Application for a
C e r t Z d e of
Service Authority to
Operate as a Prepaid Wireless Provider
Within, the State of IWmois
:
Docket No.
PmFILED DIRECT TESTIMONY
OF
TKOMAS E. BXDDIX
I.
Q*
Please state your name and business address.
A.
Thomas E. Biddix, 6905 N. Wickham Road, Suite 403, Melbourne, Florida
32940.
2.
3.
Q-
What is your position with Applicant?
A.
I am the h4anage.r of CONEXIONS LLC d/b/a Conexion Wireless.
Q.
Please dmxibe your managemat experience.
A.
My management experience, as well as the other key members of CONEXIONS
LLC dlbla Conexion Wireless' management t a m is set forth on Attachmenz C to
1
4.
Q.
What is the purpose of your testimony?
A.
The purpose of my testimony is to describ CONEXIONS LLC &/a Conexion
Wireless’ business and to demonstrate CONEXIONS LLC dWa Conexion
Wireless’financial, technical and managerial ability to provide high quality,
competitively priced, wireless k l e c o ~ ~ c a t i o services,
ns
arid to describe how
the company will provide its services to cwtumm within the State of Illinois.
5.
Q.
Please describe CONEXIONS LLC dWa Conexion Wireless’ business.
A.
CONEXIONS LLC d/b/a Conexion Wireiess is a provider of wkeIws
t e l e c o m ~ c a t i o n ssmites, and is requesting authority to provide wireless
services h r n points of origin within the State of Illinois to points of destination
within the State of Illinois.
6.
Q.
Xn what state is CONEXIONS LLC d/b/aConexion Wireless organized?
A.
Tennessee. A copy of CONEXIONS LLC d/b/a Conexion Wireless’ Articles of
Orga~izationis provided in Attachment B to our application.
7.
Q.
Is CONEXtONS LLC d/b/a Conexion Wireless mrtified to do Business in IIIllinois?
A.
Yes. A copy of CONE2UONS L E d/b/a Conexion Wireless’ qudification
documents from the Secretary of State is provided in Attachment B to our
applid o n .
8.
Q.
Describe CONEXIONS LLC d&/a Conexion Wireless’ financial ability to provide
the proposed services.
A“
A copy uf CONEXIONS LLC d/b/a Conexion Wireless’ balance sheet and
income statement is provided as Ateacfvllent D to OUT application, along with a
bank statement summary for the A s s o c h d Telecommunications Management
Services, LLC (ATMS) funding account. Thomas E.Bid& is common owner of
2
both Conexions and ATMS.
9.
Q.
Who are the officers of CUNEXLONS LLC d/b/a Conexion Wireless?
A.
The current officersof CONEXONS LLC d/b/a Conexion Wireless are as
fo€lows:
Thomas E. Bid% Manager
€0. QA.
Describe CONEXIONS LLC d/b/a Conexion Wireless’ management team.
CONEXIONS LLC d/b/a Conexion Wireless’ management team is described on
A m b e n t C to ow application. As shown, OUT management team has many
yeas of expience in the telecommunications industqy.
11.
Q.
In your opinion, does CONEXIONS LLC d/b/a Conexion Wiretess Rave the
fimcid and managerial resources necessary to provide wireless services in the
state of Illinois?
k
Yes. In my opinion, CONEXIONS LLC &/a Conexion Wireless has the
necessary financial and managerial resowces to provide the proposed wireless
services in the State of Illinois.
12.
Q.
Does CONEXIONS LLC dlwa Conexion Wireless intend to file a tariff in
lllinois?
A.
No. Since the company is requesting authoriv to provide wireless service, a tariff
is not required.
13.
Q.
Describe the facilities that CONEXIONS LLC &/a Conexion will use to provide
service in the State of Illinois.
A.
Applicant will p r b d y utilize the fwilities of its underlying cmkrs (Verkmn
and Sprint), however, Applicant Will provide certain services utilizing its, or an
filiate’s facilities to provide some services, including, but not limited to,
operator services and directory assistance services. Applicant intends, therefore, to
3
use a combination of resale and its own facilities to provide sewice.
14.
Q.
When diakg out on a phone serviced by CONEXIONS LLC d/b/a Conexion
Wireless, what numb&) does the end user did in order to access CONEXIONS
L E d/b/a Conexion Wireless?
15.
A.
The end user will dial the area code and number of the called party.
Q.
How is the end user billed?
A.
End users will not receive bills €or services. AIl services will be provided on a
prepaid basis.
16.
Q.
In your opinion, does COWEXlONS LLC a l a Cunexion Wireless have the
technical ability and resowcw necessary to provide the proposed
telecommunications services to customers in h e State of Illinois?
A.
Yes. In my opinion, COpdExxONS LLC a l a Conexion Wireless has the
necessary technical ability and resources to provide wireless service to customers
within the State of Illinois.
17.
Q.
Are you familiar WitR the term slamming, and if so, what will your company do to
prevent s l m h g ?
A.
Yes, I am familiar with the term and the meaning of slamming. Since we will be
providing wireless services, sIamming issues should not apply. The company
will clearly disclose all charges for service, and only bill such chargq in order to
prevent any cramming complaints.
18.
Q.
Are there any pending complaints against CONXXONS LLC d/b/a Conexion
Wkeless in any states where it is providing telecommunicationsservices?
19.
A.
No.
Q.
Is the company currently authorized to provide senice in any other states?
A.
Yes, the company is authorized to provide wireless service in o v a 45 states. No
4
such applidons have been denied
20.
whai services you intend to provide in the State of Illinois?
Q.
Please d & b
A.
We intend to provide Wkelas services, inchding local and long distance calling,
and features, such as CaIXer ID & Voice Mail.
21.
Q.
Will CONEXIONS LLC d/b/a Conexion Wireless have any employees Iocated in
Illinois?
22.
A.
NO.
Q.
Does the company Wish to keep its books and records at its principal place of
business in Florida?
23.
A,
Yes.
Q.
Does this mncIude your mtimony?
A.
Yes.
5
Coulrly o f Brevard
AFFIDAVIT
I, Thomas E.Diddix, first being duly $worn upon oath @sr:
and say rhal I am tht
Manager of CONEXfONS LLC ~ b l Conexbn
a
Wireless, the Applicani?and that I have read thc
above and foregoing ptefild testimony by me sfibscribed and know the contents thereof, which
testimony was filed in support of CONEXIONS LLC d/b/a Conexion Wireless?Application for a
Certificate of Service Autknrity IOOperate as a Prepaid Wireless Provider Within the Staxe of
I I linois; that said conEnls are true in Substance and in %a, except as to rnaacrs stated upon
information and belief, and as to thnse. I believe the %me to he true.
Thomas E,Riddis
Manager
6
at&t
Am1 Aorlda
ISO~MO!X=sulte 400
Tailahassee, FL 32301
T: (305) 347-5561
F: (305) 577-4491
manuel.ourdlanlatl.rom
0
December 20,2010
ru
0
V
Ms. Ann Cole
Commission Clerk
O f hof the Commission Clerk
Florida Public Service Commission
2540 Shurnard Oak BoulevaK1
Tallahassee, FL 32399-0850
=c
5
w
w
Re: Docket No. 100414-lX:Appiicatlon for Certificate to Provide
Competitive Local Exchange Telecommunications Sonrice by
Cadibl Comrnunicatbns Consultants, fnc.
Docket No. 100418-TI: Acknowledgement of Registration as
Intrastate Interexchange Telecommunications Company by Capital
Communications Corwultants. Inc.
Dear Ms- Cole:
Enclosed is BellSouth Telecommunications, tnc. d/b/a AT&T Florida's
Objection to Capital's Application for a CLEC Certificate, which we ask that you file
in the captioned dockets.
Copies have been served to the Parties shown on the attached Certificate of
Service list.
Man
CERTIFICATE OF SERVICE
Docket NO. 100414-TX and 100416-TI
1 HEREBY CERTIFY that a true and correct copy of the foregoing was
sewed via Electronic Mail and First Class US. Mail this 20th day of December,
2010 to the following:
Victor McKay
General Counsel
Florida Public Service
Commission
Division of Legal Services
2540 Shumard Oak Boulevard
Tallahassee, FL 323994850
TeI. No.: (850)413-6098
[email protected]
Capital Communications Consultants, fnc.
Bryan Michael
7320 Old Clinton Highway, Suite 10
Knoxville, TN 37923-1064
Tel. No.: (9011 596-7810
FAX: (866) 422-5386
[email protected]
Lance J M . Steinhart, P.C.
Lame J.M. Steinhart
1720 Windward Concourse, Suite 115
Alphareffa, GA 30005
Tel No.: 7?@232-€l200
Fax No.: 770-232-9208
[email protected]
-+$+---
Manu A. Gurdian
BEFORE THE FLORIDA PUBLIC SERVICE COMMISSION
In re: Acknowledgement of Registration as Intrastate
Interexchange Telecomuni~tionsCompany by
canital c 3 m d c a t i o n s Consultsnts. InC.
1
1
I
Docket No. 10041&TI
Filed: December 20,2010
ATLT FLORIDA’S OEIE€TION TO CAPITAL’S APPLICATION
FOR A CLEC CERTLFICATE
BellSouth Telecommunications, Inc,d/b/a AT&T Florida (“AT&T Florida”) submits this
Objection Eo Capital communications C d t a n t s , h . ’ s (“Capital”) Application for Certificate
to provide Competitive Local Exchange Service ~Appbcation’~
in the State of Florida. The
Florida Public Sexvice Cummission (Tu&Sion’’)
should deny the Application because
Capital does not have “sufficient technical, financial, and managerial capability” pursuant to
Florida Statutes 5 364.337to provide competitive local exchange seryice in Florida for three
reasons, each of which, standing done, require deaial of Capital’s Application First, Capital
does not have sufficient managerial and technical capability as Capital‘s managementhas
telecommunicatiuns experience managing, operating or working at a te~ecommunications
company. Second,Capital does not have sufficientfinancial capability as Capital’s purported
ztssefs
woefully inadequate to provide multi-state. telecommunications services in eight states
inthe southeast region. Third, Capital hnot have SuECient managed capability as
Capital’s management has filed inconsistent andor inaccurate repmentationsas to its officers
and ownershipwith various state commissions. Moreover, the Commission should not allow
Capital to continue to operate as an IXC in the state of Florida as it would not be in the public
In the alternative, the Commission &odd thoroughly investigate Capital prior to
issuance ofa certificate in Docket No. 100414-TXor an achwledgment memorandum in
PARTIES
I.
The m e and address of the affected agency is the Florida Public Servioe
Commission (“Commimion’l), 2540 Shumard Uak Blvd., Tallahassee, Florida 32399. The
Commission’s docket numbers fortheseprocetdings are lW14-TX and 100416-TL
2.
AT&T Florida is a
corporation and its principal place of business is 675
W.PeacRtree Street, NE,Atlanta, Georgia 30375.
3.
AT&T Florida is an rxlclrmbent Local Exchange Carrier under the
CommUniCaticmsAct of 1934, as amended by the TelecommUnicationsAct of 1996, Pub. L. No.
104-104,110 Stat. 56.
4.
All pleadings, notices and other documents filed in this procseding should be
ditected to AT&T Florida’s representatives as follows:
E.Earl Edenfield JL
Tracy W.Hatch
Manuel A. Gurdian
AT&T Florida
c/o Gregory R Follensk
150 South M o m Skeet, Ste. 400
Tallahassee,FL 32301
ke2722@:att.com
th9467@atLcom
[email protected]
(305) 347-5558 (telephone)
2
(850) 222-8640 (fax)
5.
and the Fluridrm Departnnent of State - Division of
Capital is a foreign -&on
Corporations lists its principal address as 7320 Old Clinton Hwy Ste. 10, Knoxville, TN 37921.
C q W is a “Prepaid Home Phone Compemy specializing in offering Service to low-Income
customers who participate. in an approved gwenunent assistance program and qualify for the
Lifeline and Linkup.” See Capital’s website, www.capmphone.daboutusomlaboutusLhtml.
STANDARD TO REXEIVE A CLEC CERTIFICATE IN FLORIDA
6.
Pursuant to Florida StstUtes
0 364.337(1),
a party may me
an application for a
certificate as a competitive l o d exchange telecammrrnicatioas company and the Commission is
required to conduct a review of the application and to process it. The Commission can only
grant a ‘‘certificate to provide competitive
local exchange s h c e upon a showing that the
applicant has sufficient technical, financial and managerial capability to provide such serVice”.
Section 364.337(1), Florida Statutes.
COMMISSPON’S CLEC APPLICATION
7.
When completmg the Commission’s CLEC application the applicant must
-identify the p n s mpomhle for the application and on-going company
OperafiOns;
- provide contact infomation (&Ires, phone number, ek);
- provide proof OfeaCtive registrationwith the Florida Secrdmy of State;
- cofflplefe a series of questions about the company, oEcers, directws,
and
stockholders;and
- provide proof that it has the managerial, technical, and financial capability to
operate as a CLEC inFlorida
3
See In re: Applicationfor ert#@e
to provide competilive
local Rlrckange telemmmwricatiuns
service by Crystal Link Comm'catiom, IRE.,Docket No,090444-TX,
order No,PSC-10-0217-
PAA-TX ( I S S UApril
~ 6,2010).
CapabiIity", in responding to Paragraph 18 of the Commission's CLEC applidon, an applicant
(a) Managetial capability: resumes of employeesloffice~~
of the Company that
would indicate sufficient managerid experienw of each.
(b) Technical capability: m u e s o f e m p l o y e d o E ~
ofthe company that
would indicate d c i e n t technical elqKFiences or indicate what campany has
been contraded to conduct technid maintenance.
(c) Financial Capability: applicant's audited financial ststtements for the most
r m t three (3) yestrs. if the applicant d m not have audited financial stakmats,
it shall so be stated. U d i t e d b c i d statema& &odd be signed by the
applicant's chief executive officer and chiefhmciat oficer afE&ng that tbe
financial statements are true and correct and should include:
1. the balance sheet
2. income statement, and
3. st&znent ofretained €wings.
9.
On Octuber I , 2010, Capital filed its AppIiCation with the Commission
10.
On page 4 of the Application, Capital lists Bryan Michael as its President with a
business address of 7320 CIintOn Highway, Suite 10, Knoxville, Tennessee 37921:
On page 5 of the AppliCation, Capital states that it “is h the process of submitting
1 1.
applications in the S#es of Alabama, Mississippi, North Carolina etnd South Cadha” d that
it is Certifiated to operate as a CLEC
“Georgia and Kentucky”.
Under the section “Management Information’’, attached to the Application, is the
12.
resume of Bryan Michael, Capital’s President, Mr.Michael lists his w d experience with WalMart Stores, Inc.
Other than Mr. Michael’s resume, there are no other resumes attached to the
13.
Applidiion.
Mr.Michael’s resume daes not describe any managerial or technicalwork
14.
experience with a telecommunicationsprovider.
There are no otha officers, managers, dirsctoxs, employees or coTlsulfants
15.
listed on the Applhtion.
Under the s d o n “Financial Capability”, attached to the Appkation, Capital
16.
states that ”it
has sufficient financial capability to provide the requested sewice in the State of
Florida and has &cient
financial apability to maintain the requested servim and to meet its
lease or ownership obligatia- A copy of Capital’s b a l a n sheet
~
was filed under CarEdedal
CoveronOctoberl,201OinthisDock&
CAPlTAL’S BALANCE SHEET FILED IN OTHER STATES
17.
W
e Capital’s balance sheet was fled under confidential cover in Florida,
Capital’s balance sheet was publicly f i l d in at least three other states - Mississippi, South
C a r o h and Alabama. See Exbibits T’
“D”,
, and “E” attached hereto. ?’his balance sheet
s h w s that capital.had as-
of $135,830.94 as of September 16,2010.
CAPITAL’S XXC REGISTRYIION FILED WITXI COMMISSION
5
18.
On October 1,2010, Capital med its DCC Registration form with the Commission
in Docket NO.100416-TI.
19.
The IXC Registration form lists Bryan Michael as its President-
DMSION OF CORPURATIONS APPLICATION FILED IN FLORIDA
20.
On July 13,2010, Capital filed an Appliation by Foreign Co@on
for
Authoridon to Transact Business in Florida (Wh-kion of Corporations Applidm”) with the
Florida Department of State, Division of Corporations, See Division of corporations
Application attached hereto as Exhibit “F.”
2 1.
The Division of CorporationsApplicatiOa indicates that Bryan Michael is the
“Chairmm”, “ b i d e n t ” and ‘%secretary“ of Capital.
22.
No other individuals are listed on the Division of Coprations Application.
2010 TK4NSFER OF CONTROL PETITION FUJD WlTE GPSC
23.
On.November 22,20i U, Capital and BryanMichael filed a Joint Application for
Appm~dof Transfer of Control (“2010 Transfix of Contxol Petition”) in Docket NO.15418
before the GPSC. See 2010 Transfer of Cmml Petition attached hereto as Exbibit “G”.
24.
Capital fled the 20 10 Transfer of Control Petition to “&ctuate
a Transfer of
Control of Capital to Michael” and proGda that Caphi’s ‘ ~ c i p aoffices
l
are located at 7470
Bartlett Corporate Cove W,Ste. 102, Bartlett, Tennessee 381 13.”
25.
In its 2010 Transfer of Control Petition, under “HI. Description of Transaction”,
Capital states that “Appkants have entered into a Stock Purchase Agreement under which
Michael will purchase 100% of the issued and autstandq capital stock of Capital.” Moreover,
Capital further states that it is a ‘’proposed transaction” and that “[tlhere will be no impact on
6
customers as a result of the transaction as it wiIi only resuzf in a change in the ultimate ownership
of the service provider.”
26,
An organizatimal dhartpurportedly showing Capital’s “current ownership
stnrcture and &ex
the transfer is completed” is attached as Exhibit A to the 2010 Transfaof
Control Petition. This orgaflizatonal chartp v i d e s for a “Pre Closing Holding Structure” of
“‘BrimCox 100% - Capital communicatiom Consultants, hc.”and “Post Closing Hoiding
Structure” of “Bryan Michael 1W
27.
?
- Capital C o m m u n i ~ o nConsultants,
s
Inc.”
On a Verification attached to the 2010 Transfer of Control Petition, Brian Cox,
& s t s under penalty of perjury, that he is “President and Secretaay of Capital. CommUniCations
Consultants, h.”
that
,“the foregoing Joint Application was prepad under” his “dixection and
supervision” md %at the contents pertainiagto Capital CommuTlications Consultsnts, Znc. m~
true and COfTect to the best ofmy knowledge, infmtion, belief.”
28.
On a second Verification attached to the 2010 Transfer of Control PetitiOn, Bryan
Michael a#ests h t he ‘Wlbe President and Secretaryof Capital CommunicationS Consultants,
Inc.”, that ‘?he foregoing Joint Application was prepared m d e f his “direction and supervision”
and %at the contenfs p m g to *tal
CommunicationsCunsultmts, hc. are true and
cofiect to the best of my knowledge, information,belief.”
STATE OF GEORGIA 2010 CORPORATION ANNIIAZ, BEGISTRATION
29.
On March 23,2010, Capital Hedits State of Georgia2010 Corporation Aimual
Registration (“GA Registration”) wilh the office of Secretrtsy of State. See GA Regishation
attached hereto as Exhibit “H”. The GA Registration indicates that he “CEO”, “CFO” and
“SEC” of Capital are Wark A. McDaniel”. Capital also lists a business address of 11121 Hwy
70 STE 202, Arlington, TN 38003.
7
30.
Bryan Michael’s name dcm not appear on the GA Registration.
31.
As of Deoemba 16,2010, the Georgia SBcretary of State’s website contin~edto
lkt “Mark A. McDaniel” as Capital‘s TECEO-”,CFO and ‘%secretary” and the cor-pmtion’s
ddress BS &11121Hwy 70 STE 202, Arljngtan, TI4 38003”. See document obtained from
Georgia Secretary of State website attached heretD as Exhibit ‘‘I”.
2009 TRANSFER OF CONTROL PETITION FILED WlTE#GPSC
32.
On February 19,2009, Capital filed a Petition for Approval of a Transfer of
C o ~ bBetween
l
Capital C’omm&ations, Inc. and Brian Cox (“2008 Transfer of Control
Petition’.) in Docket No. 15418 before the Georgia public Sewice Commission (‘GPSC3. See
2009 Tramfa of Control Petition attached hereto as Exhibit “J”.
33.
In its 2009 Transfer of Control Petition, Capital requested approval to tran&kr
control of Capital, which had been owned by Mark McDaniel, to Brian Cox. At the t h e ofthe
filing of the 2009 Trader of control Petition, Brian Cox was “President and CEO, as well as
50% owner of BLC Managemmt L
E dlwa Angles Chmunkation. Solutions (,,LC’).’’
See
section ‘1.The Applicants” ofthe Transferof Control Petition.”
34.
Exhibit A b the 2 W Transfer ofcoob.01Petitionprovide for a Pre Closing
Holding Structure as “Mark McDaniel l W ?- Capital CommunicationS consultants, Inc.” and a
Post Closing Holding Structure ~ L S“&im COX1WA - Capital COmmuniCati~n~
Consuf~~,
hc.” See a h ,“Stock Purchase Agreemeat by and between Brian Cox and Mark McDauiel”
attached to the 2009 Trtlnsfer of Control Petition as Exhibit “B”.
35.
J
n its 2009 Transfer of Control Petition, under ‘VI.Description ofTransactiod’,
Capital stated that “COX do= intend to change the Capital name to Angles Communications,
and wiil make any necesgasy submissions to the Commission and p v i d e any necessary notice to
36.
In its 2009 Transfer of Control Petition, d e r “IV.Public Interest Showing”,
Capital stated that the “only change to Capital win be to its ultimate ownership and control and
the transfer of cwml of Capital will be transparent to customer and will not have any adverse
impact to them.”
37.
On. March 18,2009, the Georgia Public Service Commission w v e d Capital’s
2009 Transfer of Control Petition to Cox pursuant to the Stock Purchase;Agreement. See
Georgia Public Service Commission’s March 18,2009 Letter orda attolched haeto as Exhibit
“K”.
BLC’S CLEC CERTLFICATE WAS REVOKED BY THE COMMISSION lN FLDRIDA
38.
B E ’ S CLEC certificate to provide Senice in Florida was revoked by the
Commission in Docket No. 080475-TX.See Order Nos. PSG08-0562-PAA-TX (Issued August
29,2008) md order NO.PSGO8-06 17-CO-TX (Jd
September 23,2008).
39.
At the time, that B E ’ S CLEC certifmte was revoked by the Commission, Brian
Cox was CEO,Manager, andlor an officer of BLC. &e September 27,2008 Affidavit executed
by Brian Cox and fled in Dacket No. 080157-TX attached hereto as Exhrlbit “L” and 2008
Limited Liability Company Annual Report filed on July 7,2008 with the Florida Secretary of
State attached hereto as Exhibit GLM’.
40.
On April 20, 2009, BLC med an Application for Authority to Provide Local
Exchange TellmmMcations Semi= Within the State of Florida &e B E Application filed
9
with Commission on April 20,2009 in Docket No. 090212-TX. BLC’s Application lists under
-
the Management h h d m d o n of the BLC Application Y3riSm Cox, president/CEO, LLC
Member and Manage?, Danny Michael, Vice Presiderf and “Steve Watson, Exemtive Teleoom
consultant”
41.
On Februargr 26, 2010,
BLC filed
a Rwkd
and Updated Application for
Authority to Provide Local Exchange Telecummunidms Service Witbin the State of Florida
See Revised and Updated BLC Application fiIed with c.ommission on Febrmy 26, 2010 in
Docket No. 890212-TX. B E ’ S Application lists d e r the Management Information d o n of
I
the BLC Revised Application - Thomas Biddix and D m y Michael. D a y Michael is listed as
‘cGeneralManager” and ‘operations Manager“ for BLC. See Revised BLC Appliathn at 4.
42.
On September 15,2010,
BLC withdrew its pending Application for Authority to
Provide b c a l Exchange TelecommUniCations Service Within the State of Florida
See
September 15,2010 letter fiom BLC to the commission filed inDocket No.090212-TX
43.
BLC is part of the Associated TelemmmunicationS Mmagment Services, LLC
C‘ATMS”) p u p of companies and is m t l y under investigation by the Commission. See I n
companies for compliunce with Chapter 25-24, FA.C., and applicable lifieJine$ eligible
telecommunicutions cader, and universal service requiretffeprts, D d e t
No, 1OO34O-Tp.
Attached hereto as Exhibit ““N“ is a listing of Colmnission S W s m m s regarding the ATMS
INCONSISTENCIESKNACCURACLE23 IN CAPITAL’S FILINGS
44.
Capital’s I X q p in various stam provide as follows:
I
Capital’s 2010 Corporation Annual. Registration (filed March 23,2010)
provides that Capital’s Chief Executive Officer, Chief Financial OfEcer
and Secretmy are “Mzk A.McDaniel”.
10
Capital’s Application (Ned October 1,2010) provides tbat Bryan Michael
is the President of Capital. See dso, October 8, XI10 application filed
with Mississippi Public Service Commission in Docket No. 10-UA-353
(lists Bryan Michael as President and Secretary and “100%’ owner) and
October I , 2010 Application fled with North Carolina Utilities
Commission in Docket No.P-1518Sub1 (same)
Caphl’s Florida Division of m o n s Application (fiIed July 13,
2010)provides that Bryan Michael is the Chabmn, President and
S e c r e h y of Capital.
2010 Transfer of Con?mlPetition (fled November 22,201 0) requested
approval of transfer of rnh-01 of Capital fiom Brian Cox to Bwan
Michael. {emphasis sdded).
2010 T m f e r of Control Petition (filed November 22,2010) provided an
‘ ‘ u ~ z a t i o n achart,
l
showing the ament ownaship structure and after
the transfer is completed”. The org&tionaI
chart provides that, preclosing, Capital is “1OOWowned by Brian Cox and that post-closhg it
will be owned “100%” by Bryan Michael. (emphasis added).
Verification attached to the 2010 Transfer of Cmhd Petition (fled
November 22,201 0) state &at Brian Cox is the President and Sacretary
of Capital.
VerXCation attached to the 2010 Trafisfer of Conml Petition (filed
November 22,201 0) stat= that Bryern Michael ‘%ill be” President and
Secretary of Capihl. (emphasis added).
2010 Transfer of Control Petition (fildNovember 22,2010) provides that
the “Applicantshave entered into a Stock Purchase Agreement under
which Michael will tmrchase 1Wh of the issued and ouWandm~
*
Capital
stock of Capital.’’ ( m p h a s ~ sadded).
I
2010 Transfa of control Petition (filed November 22,2010) provides that
it is a ‘@mmsed transaction”, that the ‘kmsactilransaction’’will ‘ M t in a
b g e in the ultimate ownership of the s e w i c e provide?’ and ‘Yulwn
consramation of the transactions cunkmplolted by the Agreement, Capital
will continue to q m a t e under the same operating authority as at pr-t-”
(emphasis added).
11
2089 Transfer of Control Petition (filed February 19,2009) quested
approval of transfer of control of Capital hMark McDaniel to Brian
COX!
45.
As can be seen from the above, Bryan Michael has been representing to multiple
commissions that he is the current president and Secretary of Capital and is “100%” owner of
Capital; however, w November 22,2010, in its 2010 Transfer of Control Petition, Capital
represented to the GPSC that Mr.Michael was not the current owner of Capital nor its President
and Secretary but that Mr. Brian Cox is the Gurrent owner, as well as President a d Secretmy of
Capital. Moreover, the documents on file with the Georgia secretary of State provide that Mark
McQaniel is the CEO, CFO and Secretary of Capital. Therefore, it is uncleat who tbe current
owner, President, Secretary, CEO of CapitaI t d y are at this point and time and the Commission
should not grant a certificate based upon thse inconsistenciedm/inaccuraciesfiled by Capital in
the various states.
CAPITAL DOES NOT HAVE cLSUFFICIENTTECHNJCAx, E ” C I A L AND
MANAGERIAL C A P A B I L W TO PROVIDE SERVICE IN FLORIDA
46.
The Com&sion should reject Capital’s request for a CLEC certificate h r it not
having “sufficienttechnical, f i n a n d , and managaid capabitity” purmrant ta Florida Statutes §
364.337 to provide CLEC S e T v i c ~in Florida.
47.
First, Capitd does not have sufficientnumagaid and technical capability as
Bryan Michael, the sole Capital representative listed on the Application, has f l ~
company.
48,
Second, Capital does not have sufficient k m c i a l capability as Capital’s
purported assets are woefully inadequate to provide mdti-state telecoamrunications services in
eight stah in the Southeast region.
49.
T h d , Capital does not have sufEcimt managerial capability as Capital’s
management has fled inconsistent and/or inaccurate repaesentationsas to its officers and
50.
Accordingly, based upon Capital’s failure to have “sufficient technical,financial
and managed capability”, the Conrmission should deny Capital‘s request for a catificate to
QUESTIONS THAT SHOULD BE ASKED OF CAPITAL
51.
In the dtemative, if the Commission decide to move forward with Capital’s
the Commission’s issuance of a Certificate in Docket No. 100414-TX:
Who is the current owner, President and Secre&ry of Capital? If it is Bryan
Michaels, why did Capital file a Transfer of Control Petition on Novemk 22,
2010 with the GPSC stating that Brian Cox is the current ownm, President and
secretary of capital?
Who was the owner, CEO,CFO, President or Secretary of Capital on March 23,
2010? If it was Brian Cox or Bryan Michael, why did capltd file its GA
Corporation Annual Registration stating that “Mark A. McDaniel” was Capital‘s
‘CEO’’, CFO and ‘%eaet@‘ on March 23,2010?
What relationship, if any, does Bryan Michael have with Mark McDaniel, Danny
Michael, Steve Watsq Brian Cox, Thomas Biddix, ATMS ox B E ?
Are Mark McDadel, Daany Michael, Steve Watson, Brian Cox, or Thomas
Biddix, ownm, directors employees, sharehalders, managers, directors or
coLLsult8ntsto Capital?
other than Bryan Michael, are there any other principals, operators, officers,
directors, compy owners, shareholders, stakeholders,members of the board,
employees and othm holdhg management or executive positions of Capital?
13
Identify the nme and address of dI entitits with which Capital is affiliated or
shares mmmon ownership.
Are arty of Capital’s employees, consultants, managers. directors m t i y
employed by or afiiliated with another telemmmunications company? If so,
please provide fheir names d the names of the companies.
Have any of Capital’s employees previously been empIoyed or affiliated with
another telecommunications cornpanp If so,please provide the employees’
names a d which m @ e S empIoyecl them.
Does Capital have any employee or oomultant who has expiience managing 8
~~eoommunications
company? If so, please provide riarne and relevant
experience.
I
DOES
Capital have any employee or consdtant who has technical experience at a
telecommuni~tiomcompany? Ifso,please provide name and relevant
experience.
a
The balance sheetpmvided by Capital to three other state comfnissions provides
that Capital has apximateIy $136,000in current assets. If this is accurate,
plqse explain why this is a sufficient amount to operate to o p t e a multi-state
telecommunications company in eight (8) states in the Southeast Region?
Has my entity a d o r persons employed or afHiated with Capital identified
above, been investigated, audited or had their certihateto operate revoked by
my regulatory agency? If so,please explain circumstances and provide the name
of the docket, docket number and any documents regarding the invatigation,
audit or docket.
Based upon statements made in the 2009 Transfer of Control Petition, Brian Cox
intended to change the name of Capital to “AnglesCummuniCations”, Le. BLC
To what extent did tbis occuf and was Capital integrated or merged with BLC?
CONCLUSION
52.
In conclusion, based upon the forcgoin& it is dear that Capitd fails to have
“‘dEcient technical, financial and managerial apability‘‘ to be issued a certificate to provide
CoIIlpetitive local exchange services in Florida. Accordingly, the Commission should deny
Capital’s Application for its demonsh-ated lack of technical, financial and managerid capability
to operate a telecommUniCations company in Flurida.
14
See
In re: Application for cerhj5cate bo
Commm-cutiom,lite., Docket No. 090444-TX, Order No. PSC-lO-O217-PAA;-Tx (Issued ApriI
6, 2010)(Where Commission denied a CLEC’s application for OUFthority to provide CLEC
services in Florida for its lack of the “appmpriate mauolgerial capability and financial resou~ces”
required by Section 364.337(1), Florida Statutes.) and I n re: &pikation for certzjicate tu
pmvide com@tive
local exchange tekomurticatiom sewice by Premier Telecom-VdP,
Incoprated, Docket No. 070172-TX,Order No. PSC-07-0673-PAA-TP (Issued August 21,
2007)(Whme Commission denied applicant’s application for authority to provide competitive
lo& exchange telecamm~cationsservices witbin Florida for, in part, its failure to show that it
had sufficient -Mal
capability as requwed by Section 364.337(1), Florida Statutes).5
Moreover, it is not in the public interest to allow Capital to continue its IXC operations in
F~orida.
See
In
re: Acknowledgement of registrution as intrastate interexchange
telecomwkm’um company, efective
March 15, 2007. by Prem-er Teleeom-VOIR
liacvrpomted, Docket No, 070174-TIDocket No. 070172-TX,Order No.PSC-07-0673-PAA-TP
(Issued August 21, 2007)(Where the Commission did not allow CLEC to corrfinue its IXC
operations as it was not in the public interest).
WHEREFORE, AT&T Florida respectfuly requests that the Commission deny Capital
C o m d ~ t i o n Consultants,
s
Inc.’s Application for Certificate to provide Competitive bd
Excbange Senrice a d not allow Capitat to continue ZXC aperations in the State of Florida.
Respectfully submitted this 20th day of Decembr, 2010.
BELLSOUTH TELECOWICATIONS, INC.
W a AT&T FLORIDA
MmueI A. Gurdian
d o Greg Follmbee
150 South M o m Street
suite 400
Tallahassee,, Florida 32301
(305) 347-5558
16
APPLICATION OF
CAPITAL C O ~ C A T I U N S
APPLICATIUN
01171936
* Ektronic Copy MS Public Service Cammission *1112212010 * MS Public Service Commission * Etectrcr
. ... .
I
a
15% OWNERS:
BryaoMichael
L W O
01071936
Ektrunic Copy MS Public Service Commission * 1112u2010 * MS Public Senrice Commission Flectrq
. -
Exhibit 6
STOCKHOLDERS:
BryamM~
.
1MM
-
._
-
-
--
Exhibit C
information:
01071336
... -
..
......
........
......
.. ,
................
* Elecbonic Copy * MS Public Service Commission 1112212010 * MS Public Service Commission * Electrc~
. .
Capitai CommunicationsCorwuffante,Inc.
Balance Sheet
b of Septmmbr 16,PD.lO
Electronic Copy * MS Public Sewice Commission 11nZT2010 MS Public SeNJce Commission * Electrc
-
-
-
-
_.
.
Exhibit D
STATE OF SOUTH CAROLINA
BEFURE TFIE SOWE CAROLINA PUBLIC SERVICE COMMISSION
xn re:
Based k a l Exchange and Interexchange Service ("Application")in the State of Swth
Carolina and for 1-1
'As
2
offerings to be regulated in accordance with p d u m
&CE
m n d e d by A c t No. 3 5 4 , signed by the Gaverrtor on June 6, 1996.
Telecmmunfcations Act of 1996, 47 U.S.C.
-
.
_.-- .-
§
253 (1996).
1
._
.
.
.. . .
.- . . .
Capital Communications Consuftants, tnc.
Bafance Sheet
As mf September 16,MfQ
Exhibit E
October 6,2010
LA
I
..
I
i
Name)
200183104982 -
!
*E-
_- -
July IO. 2t)lO
\'1A FEDERAL EXPRESS
3.
A clieck in the m m n t 01'$70.00 payyablc to the Florida Ikpartrnent of State in payment
oT h e Iilirig fee and ihe isaiancc nf thc Ccrtiticatc of Authority.
Enclosures I
UymMichael
c:
c
I
I
L
1
t
R
Resident:
-
*:
vim
;
Addrrrr.
Bryan M i c b l
7320 Old Clinton Hq.,
Suite 10
Knoxville, RJ 37921
Bryan M L c h p e l
7320 Old C l h t o n Rwy..
Knoxville. TPJ 37921
Suite 10
t
. .
STATE OF GEORGB Z
CAPITAL COMMUNICATIONS CONSULTANTS,INC
3 7
Exhibit G
ORIGINAL
BEFOTCE THE
GEORGIA PUBLIC SERVICE CUMMIISSION
Joinf Application f o r Approval of
Transfer of Co~trozof
Capital Communications Consultants, Inc
1
)
FILED
NOV 2 2 20t0
DocketNo.
1
JOINT APPLICATION FOR AFTROVAL OF TRANSFER OF CONTROL
Capital CammunicatiOns Consuhants, Inc. (“Capital’? and Bryan Michael (“Michael”),
hereinafter collectively r e f e d to as “ A p g l i ~ t s ”by
; their attorney, and pursuant to Georgia
Code, O.C.G.A. Section 46-2-28 and rhe rules of the Georgia Public Service Cmnmission (the
“Conmission”)),hereby respectfulIy request the Commission’sapprovai to effectuate a Transfer
of Control of Capital to Michael. The Panies submit that the transfer of control of Capital
described herein is in the pubiic inleresr. In support ofthis h i n t Petitirm, the Parties show the
following:
I. The Applicants
Capital. Communications Cmnsultants, lnc. is a Georgia corporation whose principal
offices are located at 7470 Bartlett Corpom Cove W:Sle. 102, Bartkrt, Tmrssee 381 13.
The Coinmission issued Capital an Interim Certificaie uf Authority to Provide Resold
Competitive LocaI Exchmge Telecommunications Services on August 13,2007,an Amend&
Interim Certificate of Authority to Provide Competitive Local Exchange Services to include
Prepaid services un Ma:* 15,2003, in Uuckei No. 15418-UFCertificate No.L-0302 as well as
Transfer of Control beiween Capital and Brian Cox pursuaw to Letter Order da:cd March 18,
LLI " L , LUJU
IL.3L
s
.
u4 v 4
uilo U Y O U
2009 within the State of Georgia.
On October 17,201 0, Capid also filed an Amended
Application for Cedficde ofAuthority to Provide Facilities Based Coinpetjtive 1 mal Exchange
TelecommunicationsServices that is under review wirh the Cornmission.
Additional infomation concerning Capital was submitted with Capital's applications for
certification and is, therefore, a matter of public record. Capital requests lhat the C o ~ s s b n
take official notice of that information and incorpomw it by reference.
Mr. Michael is an individual resident of the State of Tennessee. Mr. Michael has
extensive management experience: over 25 years of business supervisory skilb in the retail sector
as well as a Degree in Computer Science. Mr.Michael acquired many lev& oFManagement
training includmg Planning,Orgadzing, Budgeting and Supervisory Skills- Mr. Michael has
climbed up the corporde ladder through the years of 1993 10 present at Wal-Mart Stores Inc.
("Wal-Mart'). His positions a1 Wal-Mart range from being a Cunsumables and Fresh Operations
as an k e a Manager, FaciIity
Manager, Market Grocery Merchmdiser, Genera1 Merchandise and
Grocery Co-Manager, Hourly Supemisor and Store Assistant Manager. His extensive rmg of
responsibilities at Wal-Mart include supervising associates in grocery and general merchandise
operations with salary and hourly supptr as well as scheduling, staff'img>budgels and
merchandising of assigned areas. Set priorities and planning of store operations weekly.
Responsible for all grocery operations and oversee fiiiancial and merchandising of all I2 Super
Center and Division 01 stores in Western Nortl? CaroIina. Supervised assistant managers and comanagers over ~
T O C ~ operalions
Y
Oversee and performed ordering, accounting.,scheduling,
operational, merchandising budgets and pmsomei. Managed hourly associates ;ind
nicrchandised departments. Supervised 30 - 2x5 employecs ai different rirncs.
he. Michael has completed extensive research into the telecom rnunications indmw as
well as the vendor and resource necessitjes to pursue such endeavor; and with his years of
extensive scnior management level experience in dealing with people and business p r a s s
management his ability to provide these services wili not expect be a significant chdlenge.
Coupled with telecommunication legal and outside consulting support as we11 seeking staff with
telecom experience, Mr. Michael Will bring
3 new
and innovative entreprenewial approach tu the
effort of delivering not only affordable telscomunications to those who need it but backed with
a sure desire to service the greater good of the customer with focus on qudity of care ofthe
cmtomer's service experience.
Mr. Michael will assume the Chief Executive role and responsibilities that will include
the oversight and management of operations, marketing, strategizing, financing, human
resources, hiring firing and compIiance. Mr. Michaei intends to surround himself with trained
professionals both via staffing and vendor based within the telecommunications field and partner
to-assurehis company aspires to reach its objectives of delivering a value rich rzsidential telecom
product to the residents of the State of Georgia.
Mr.Michael has contracted with a respected iirm that speciaiixs in te1ecmunications
consultation to CLECs and lLECs with i-egaxdsto tRc operations in today's telectlm climate. In
addition, Mr.Michael is adding to his staff telecommunications professionals to help manage the
day to day operations with regards to regulatory and tax compliance, customer service and
provisioning management, and vendor relations. _Mr.
Michael has extensive b u h c s s and
personnel management experience and is aligning with telecommunication consultan%as we11 as
the top ClXC software vendors in the business. Mr. Christopher Melton is joining rhc company
and has extensive tdecorn experience with systems lLEC integration, provisioning, repair, as
we11 as the CLEC softur;lre applications that wdI be used at Capital Communications. ME.
Stephanie Stetler, with over B year’s telecommunications experience, has also joined the team
and will assist wiih regulatory compliance, PUC inquirks and general quality assurance.
11. 1)esigaated Contact
The designated contact for questions concerning this Petition is as follows:
Lance J.M. Steinhart, Esq.
Lance J.M. Steinhart,P.C.
1720 Windward Conwurse
Suite f 15
Aipharetta, GA 30005
(770) 232-9200/Phone
(770)232-9208/F~ax
Is~e~nh~~~telecomeounseI
.comlEmail
111. Description of Transaction
Applicants have entered into a Stock P u r c h e Agreement under which Michael will
purchase 100% of the issued and outstanding capital stock of Capital.
7he proposed transaction will provide Capiul with greater operating flexibility to pursue
operating purposes, including, without bitation, (a) expansion of its telecommunkations
infrastructure; and (b) improvement of customer service, billing, financialrepfling and other
management information s)’stems.
Tbere w i l l be no impact on custoiners as a xeatlt of the transaction as it will only result in
a change in the ultimate ownership of tbe service provider.
An organidonal chart, showing the current ownership shcture and atler the t m f e r is
completed. is anached hereto as Exhibit A.
A copy of the Stock Purchase Agrement is attached hereto as Exhibit 13. Applicants
assert thai the information contained in Exhibit B is confidential, proprietary and a trade secret as
defined in O.C.G.A. Section 10-1-761(4)! and is being filed under separate covcr with a Motion
for Confidentiality.
Financial information for Capital CommunicationsConsultants, Tnc. is anached hereto as
Exhibit C . Applicants assert that the information contained in Exhibit C is coniidential,
proprielmy and a trade secret as defined in 0.CG.A. Section 10-1-761{4), and is being filed
under separate cover with a Mo~ionfor Confidentiality.
IV. Public Interest Showing
??le Parties respmxthlly submit that the proposed transaction is in the pubtc interest and
should be approved by the Commission. The following faciors demonstrate thai the transaction
will nor harm rates, employees, or the provision of services at just and reasonable rates, and will
result in positive knefits to customers and the State of Georgia.
The only change to Capital will be to its ultimilte ownership and control md the transfer
of conml 01 Capital will Be Wansparent to customers and will not have .my adverse impact to
them. Upon consummation of the transactions contemplated by the Agreement, Capital will
continue to operate under the same operating authoriq as at present. Tkz proposed transfer of
control of Capital jnvolves no disniptiun, impairment, M other changes in the enlity providing
scrvice IO cus~omers,thc facilities used to provide such services, or the mtes, tenils and
conditions of'such servicc.
In addition, the proposed transaction will not adversely affect the operarim of the Geurgia
certificated carrier.
Wherefure, Capital Commwicaxions Consultants, Inc. and hdjclwel respectfully request
that Fhe Commission authorize the proposed Transfer of Control.
RespectfulIy submitted,
1 720 Windward Concourse, Suite 1 15
Alpharetta, Georgia 30005
Tckphone: (770) 232-9200
1:acsimile: (770) 232-9208
E-mail: [email protected]
VERIFICATION
I, Brian Cox, state that I am President and Secretmy of Capital Communications
this Verification on behalf ofCapital Communications Coflsdtmts, hc.; that the €orepingJoint
I dedare under penalty of perjury that the foregoing is true and correct. Executed this
&day
of
/
19 t
u.@2020.
/,
President and secretary
Capital Communications Consulmts, lnc.
GA
ConsuitantS, Inc,, an Applicant in the foregohg Joht Application; that I am autlmrized to make
& Verification on behalf of c;tpital Communications ConsuItants;h-;
that thc foregoing Joint
Application was prepared under my dimtion and supervision; and that rhc contmts p"taining to
Capital Cwnrmmications Consdtm& hc.are true aod correct IO the best of my knowledge,
informgton, and belief.
I declare under pcnai!y of perjury that the foregoing is true and correcf. Executed this
d
GA
LIST OF EXHIBITS
Exhibit A
Organizational Chart
Exhibit B
Stock Purchase Agreement
Exhibit C
Financial Infomation
Exhibit A
Organizational Chart
Pre Closing Holding Structure
Post Closing Holding Structure
Exhibit I3
Stock Purchase Agreement
REDACTEX)
STOCK PURCHASE AGREEMENT
by and between
BRIAN COX
and
BRYAN M I C W L
Exhibit c
Financial Information
REDACTED
. .. ........
&A5 PM
09JIWTD
A t c r w I Basis
Capita1 Communications Consultants, I nc.
Baiance Sheet
As of September 16,2010
Page Z
Exhibit H
m FIW: ow2w2olo m12 PM
- - - -.-.
___
Brian P.Kemp
SecreEavarState
ST&T€oFGEOR6lk-- - 2010 Corporation Annual Registrakh
M a n P. K m p
I
-
OFFICE OF SECRETARY OF STATE
Annual Registration Flings
P.0. BrrX23038
Columbus, ~ h 3 ~ 9 0 2 3 0 3 8
Chauncey Newsome
Mredor
Infomdan on recorda0 of: 3CW2010
WQ Control W. 0208781
Amount Due: SOm
CAPITAL COMMUNJCATIONS CONSULTANTS, INC.
11121 HWY 70 STE 202
ARLINGTON TN, 38093
Amount Due AFTER April 1,2MO: S6m
Exhibit I
Page 1 of 2
B u s i n ~ Entity
s
*By Business Name
'b&control No
b & m
Mew Filed
DOCUITWnta
m:12116/2010
(hd
RegiSMiOIl
History etc.)
-l_l_l
~
_I_--r__---_._..
-,
File Annual Renbtrathn Online
or
Print A Paper Annual Renistrab'on F o m
!)New limited Liability Company (LLC)
:)New Business Corporation
~
.,
--._._.I-.
..
-.
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, , I"
PLEASE NOTE: To download your
Annual R e g i s m m forms you will
need Adobe Reader to view andlor
print. If you do not have Adobe
Reader installed m your computer,
click the "Get Adobe Reader" button
on the rQht to download the readsr
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i
Annual Registiations
The Georgia Code only requires the Office of Secretary
of State to retain annual registrations for a permi of five
years fnrm the date in which it was filed. Annual
registratims M e r than five years may no longer be
available fw certification or viewing on the web.
..
*- _-+""-
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Business Name History
Name
Mame T y p
CAPITAL
COMMUNICATIONS Current Name
CONSULTANTS,INC.
Profit Corporation - Domestic - Information
control Ma.:
Status:
020878.1
Wdcompliance
Entity C W o n Date:
211412002
Jurbdletlon:
PriMlpal office
GA
41121 HWY70STE202
Address:
ARLINGTON TN 38003
Last Annual Registmtion 31232010
Filed Date:
Last Annual Registration2010
Flled:
12/16/20 10
Page 2 of 2
Business Entity
Registered Agent
Agent Name:
MARK MCDANIEL
925 E 6AKER HWY
DOUGLAS GA 31533
COFFEE
OffieeAddreSs:
Agent County:
officers
CEO
MARK A MCDANlEL
1I121 H W 70 STE 202
ARLINGTON TM 38003
fitk
Name:
Address:
:...
.
, ,*,
,
..
.
.L
:-.c....-.-..i..-
..
, .<.
.
I
CFO
MARK A MCOANIEL
11121 HWY70STE202
ARLINGTON IN 38003
,.".
. . "
_
litk
MARK A MCDANIEL
11121 HWY 70 STE 202
ARLINGTON TN 38003
Name:
ACBdraLs:
-. - . .
12/16/20 10
Lance J.M. Steinhart, P.c'.
Attorney At t a w
1 7111 Ct'indtrard Concuursc
Suite I 15
Alpharctta, Gcorgia X W 5
\,-I.4OVEkYlGHT DEI,mERY
Mr.Kcece McAtistcr
Elrecutivc Sccrcqary
Gcorgia Public Service Commission
244 Washingion Street, S W
A h t t a , Georgia 30334
Re:
Capital Communications Consultants, Inc.
War klr. .VcMister:
E l r ~Itfisures
:
a:
I
Mr. Brian Cox
I
BEFORE THE
GEORGIA PUBLIC SERVICE COhfMISSION
Petition for Approval for
Capital Cammuliications Consultants, Lnc. )
to Transfer Control to
1
Ih-hu cox
1
FXCtlTiL't SECRETARY
G.P.S.C.
I k k e t No-
PETITION FOR APPROVAL OF TRANSFER OF CONTROL
Capital Communications Consu~rants,Inc. ("Capjtal") and Brian COX( T a x " ) ,
h m i n a k r cotitxtively rderred to as "Applicants",hy their attorney, and pwsuan~to Georgia
Ctrlc. O.C.G.A. Section 46-2-28 and the rules ofthe Georgia Public krvicc Commission (the
'Commission"), hereby respxtfuily request hCommission's approval to effectuate a
.
Transfer of Conuol of CapimaI to CQX. The Partit%submit rhar the transfer of umrol of
Capital dcscrihwl herein is in the public interest.
In suppon of this Joint Ptriticin, the
1'anit.s show [he fihlowing:
.
c
I. Thc Applicants
C'apItal CommunicationsConsuhants, Iw. is a Gearzia corporation whnsc principal
ol~fiiccsare locat~rla1 5 1 1 West Baker Highway, Douglas, Georgia 1533. Thc Commission
issued
CdplPAl
an IritcrIrn Certificate of Authority 10 Provide Compelitive hcaI Exchange
TclrxommunicationsServices within ttle State of Georgia on May 17,7002 in Docker No.
15413-1;. Cmificate No.t-0302.
Additiatul infomation concerning Capital was subrniaed with Capilal's applications for
ccniiiciiliun and Is. rbererore, a mater orpublic word. Capital requests that thc Cummission
Lukc ulTicid noiicc ofthat infoimalion and incotporatc i t by reference.
I I. I)csignated Contact
I I 1. Dclscri ptioa of Transaction
Applicants have cntered into a Stock Purchase Agreenicnt utider which COX will
purclrase 1 oQ% ofthe issued and outsmding capital siock o f Capital.
The proposed transaction will provid~Capital with yuarcr operariog tlexibility to
pursue upcrating purposes, including, without lirnitariun, (a) expansion of irs
k1~~~~1nrnunIcal~~m
inhsrruaure; and (b) hiprovemcnr of customer service, billing, financial
reporting and other u r u g e m m information systems.
'here wilt be no i m p on c u s ~ r as
s a rault of the transation as It will only result
in a chwgc in the ultimate ownership of the service provider. COX does interad to change rhe
Capiral MRE 10 Angles Communicarions, and will make any necessary submissions to the
Coinmission and provide any necessary notict to cus~umersonce name change is cunipleted.
An organizational chart, showing rIie current o,wnership smcturc a d afier rhe transfer
i s mrsmplwd, is atmhcd herelo as Exhibit A.
A cryy of rhe Stock Purchase Agreement i s attached krcto as
Exhibit B.
Financial information for COX is attached hereto as Exhibit C.
IY. Public Intermt Showhag
The Panies respectfully submil thar the proposed transaxion i s in the public interest
and should k approvd by the Commission. The foIIrlwing Fictors deriionstntc that thc
trailsaction will xiof Itam rates, employeps. or the provision of
services at jus1 and rcasonabk
r i ~and
, will result in positive benefits LO cwomers and the Stare
of Georgia.
The only change to Capital will he to its ultimate ownership and conrrol and rht: rransfcr
of conrrol of Capital will he transparent IOcusLomers and will not have any adverse impact to
them. Upon consummarion of the transactions c~inrmplatdby the Agreement, Capital will
continue to operate under the same operating authority as at pment. T k p r o p o d transfer of
conlrol UT Capital invohes IH)disruption. impairment. or orkr changes in ~ h tentity
:
providing
service to cusfmers. rhe faciliries used to prtivide such scrviccs, or the r u t s , terms and
conclrtions of such service-
In d d i ~ u n Capiral
,
will be operated by an experienced imniigmcnt group in providing
IC I ecoim uni cations services.
Where fort, Capital Comniunications Comlrltanls. IN. and COX rapcfdIy request
thar the Commission authorize the proposed Transfer of Cuntrol.
Lance J.M. SteinIra, Esq.
Lance JM Steinharl, PC
I 720 W indmrd Concourse,SuiIC1 1 5
Aiphm~ta.G-a
3oDoS
Telephone: (770) 232-9200
Facsimile: (77U)232-9208
E--maiI: 1s~einhart~~elecomcounseI.com
LET OF EXHIBITS
Exhibit A
Orgmimtional Chart
Exbihr B
Stock Purchase Agrement
Exhihit C
Financial infomiation
Exhibit A
Organizational Chart
Pir Closing Holding Structirre
i
Mark McDaniel
100%
Capital Communications
Consultants, Inc
I
Exhibit B
Stock Purchase Agteatient
STOCK PURCHASE GCREE,MENT
by and between
BRTAN CQX
a d
MARK MCDANlEL
I
1
3
(a)
Orfanizatien. Strndiw. Corporate and Ilorurneots and Subsidiaries. ‘lhc
t-uumpanyis a corporation du€yorganized, validly existing and in g d standing under the 1m-s
of the Slate cd(ieorgla. lhc rompany has full corporaie powcr and corporatu and regulatory
authority 10 own. lmsc or upcrarc all ofits propenks and aw”Isand IO carry on its business as
and where ir ISbeing conducted Seller has delivered (0 Purchaser true and cornplde copies of (i)
thc Company’s certificate of incorporatim and all amendments thereto (ihe “Cmificate of
Ituorporatitm”); and (ii)the by-law (the “By-Laws”) ofthe Cbnpany as prescnrly in cflccl. No
amendment or ofhwdmtmenr relating IOor affecting the Certificate of Incorpration has been
Iild since \he daw of l i e Certificate of Incorporation delivered herewith, and there are no
proceedings by the shareholders of he Company+pending of io each of thc Scllm knowledge,
thrmted, either: (i) far tbe liquidation ordiswlutiod ofthu Company. or (ii) threatening i w
Euakncc. ‘Ihe t‘ornpmy
does not have any subsidiaries and docs nrit o k r w i s r own any shares
dcapIta1 srwk or any interest in, or conwl, dinxtly or :ndircctly, any other corporation,
)wnnership. lintired liability company-,LNsl or ofher enthy The Cmpany has no equity or debt
invcsimcnt in arq corporation, partnefship, timikd liability company, must Q Fotthcr entity.
{b)
ErerutSou. Delivery and Per€omarm of Agreement: Authurih’. (i) Neither
\lit: ~xecution.delivery nor
performance of this Agrcenmt by thc Seller will violate or wontlicl
u i1I1or result in a defauli under any provision of the Company’sCurtificatc uC Incorporation or
1 ~ y - I . aor~any
~ mortgage, deed of uust indebtedness. lmsc. liccnsc, authorization, agreement.
law, rule ur regulation or any order, judgment or decree io which ibe Company or Sclkr iS a
pany or by
whkh any of hem or their respective properlics imay be bound or affecred; (ii}S l i e r
has thu fuI1 power and authority to enter into this Agrc~maitand to carry out The transacTions
4
ctnkmplatLd I~rehy,and [his Agreement constimtcs a valid and binding obligation of Srlkr.
colbrceabk in accordance with i& ttrms, Except
as
such cnforcrabiliry nlay hc liniiicd by
principles of public policy and subjm to [he Iaws of general application rchting lo bankruptcy.
iwdvency and the relief of dehors and to rules of law:.go:oriemingspecific pcrfonnancc,
injrrnctive rclicf or other quirable
remedies: and (iii) upon consummation of the trmsahms
conrcmpbted by this Agreement and registration of the Shares in h e mmc of Purchaser in ilie
smk w m d s of the Con~pmy,the Puxchitscr will acquire all of t k n'ghhts of the Seller to
111~
Shares frzc aid dear of any Eucumbmncc or "'adverse claim".
(c)
CaDitalisration. The authorized capital of Ilic I'Cc'i consists of- Ten thousand
(I0,IHH)) sham, with S.01 par value, Onc husstnd (1,000) of which sharcs are issued aml
rititsfandiy. Tllere are no
options, w a r n & , calls, rights, conmihmts or a g m m i s of any
c h m l c r . wrinen or owl, to which the Cmpany, k c Scller or affiliillc ihcfeof is B party of by
which aitg of t h m might be bound oblipating any of [hem lo issuq deliver, sell repurchase or
rcdtwi. or causc to k issued, delivex&, sold, repurchased or redztrticd, any shares of the capiul
stork ol Ihc Company or any orhcr securily of the Company.
Id)
Ownership or the Sbres. Sdlw i s the owner. of rccord and kiieficially. of all
Shares, free and clear of all Encumbrances. AI1 of the Shares haw bcm duly aurhoriwd and
validly issued. and arc filly paid and mn-assessable. Thc Shares a x mf subjecr to any
llrwnptive rights. mcissioir rigbls w ri&s
of fim refusal crcwd by ~~a;ltufe.
thc ('tmificate of
Iiaiurporation ur ny-laws or any agreenmt to which he Company, the Seller of mi>' a f i h e
hxd is a party or by which any of them might be bound. Upon mceipt of die coinplctc
I'urchd* Price, Seth will tmsfer ali of their right, title and iderwr in and
5
:
*
to
rhe Sharcs to
i
llic
.kIIcr dnd thc Company prupscd. wid1 ruspxr lri any l'ax Kcturn of' llic C'ompany, rllhtr
1h;tn iisscmed claim which
haw h
i
resnlvcd. There are no Encumbrances on the assets or
properties of the Company refaring to or auributabk
to
'Iascs. oher tlm Inc=umbrances for
'I'axcs not ye1 due and payabic. which will he paid prior 10 closing The Seller is I citizen o f the
I M c d Smres. aod will provide the appropriate affidavit rcquircd by Secrian 144j(b) of the Code
cuable the Purchaser nut to withhotd a Tax under Section 1 4 q a ) yfihe rodo.
(h)
'I'u thc best of the Scllcr's knowledge, other than thc consent of the Georgia
Public Servicr:Commission, no material c~l~~scnfs,
authorizations, approvals. ti lings. registrations
n r notices arc required iu bc obtained. made or given in conilcction with the execution, dcliwry
a i d perfomiawe ofthis Agreement by the
Seller.
(I)
Inkittionally Omikd.
(i)
IntmtioidIy Omitted.
(j)
There has not k e n , and then: will nor be prior
d v ~ r s cchmgc with respect
IO
i o tbc
Closing, any material
the Contpany. IncIuding ifs authorintiltion to
provide local cxchanp tclephonc scn;icl:in the Stale of Georgia,
(k]
?he (bnqany has not received notice or'any rcvmtion or modification of any
l~dcml. statr. 1-1
or rmip govemmcntal license, certific;atjon, Iiccnsc. hriK pernit,
aulhonmion or approval.
To
h e hest of
the Seller's and Ihc Company's knowlcdgc:, [he
(.'ompany has at all tirncs complied wih all slatliks. laws. ~i+ulations;. ordiiianccs. rules.
judymenis, o&rs.
(I}
OT
d c c w or arbitrahn a~zirdsapplicable thcrera.
No bmker, investment baiikcr or d h c r
pclsw~is
entitled tu any broker's. finders
orher similar fee UT comniission in connection with the transactions contcmplatrd by this
7
i
I
Scl ICY.
7.
I'urchascr
Indcrnnifmtiun.
i
d it5
(a)
Seller hereby agrecs to indemnify and hold harmless the
afiliatcs, shareholders, officers, directors, employees. apnts, subsidiaries and
assigns from, agaaiilst and in respect of any and all loss, claim, liability. damage, cost. expense.
imrest- award, judgment, fme and penalties (including reasonable legal f& and cxpenscs)
sufkrcd or incurred by tficm-,(metimes hereinafter a "Perchaser Loss") arising out of or
iurrlting froni (I) any untrue qrcsentation,
cnvenant of agrcmenl by Setfer contained
bmGh of nmanty or nonfulfillment of any
in this Agrccnlcnt; (ii)any liability to any v d o r fur
rlic purchasc of goods dclir-med or senkes rendered prior to the Closing; (iii) any liabilities for
w g t s s ,cmpluyr benefits or scverarmce
paymcnrs rcking to the period prior to r
k Closing. any
liability for W&m' Compensation premiums duc with respec1 to wages paid prior KO the
C'losing: (iv) any liability for 'lax= payable by the Company for taxable periods ending or prior
tu the Closing Llaie or which begin before and af?a the Closing Date {with
trisablc pcriods the
rcspcct 10 which
Tax for which indemnification is hereby providcd shaIl be computed 011 the
Itasis ul' items ul' illcome, gain, loss and deduction (or, if relcbant, sabs, tmploymnr or
nansactions) a!! though rhc taxable perid ended at Chxmg), other than any liabbifity for Taxes
attributable lo ( A ) a transaction mered into
by the Company after thc Closing, or (B) any
clcction made hy the Cumpany or f u r c h c r afier the Chsing; (v) any liability arising out of or
i.rbiiig ro the operalions of tbe c'ompany after the Closing; and (vi) any and all actions, soits.
prwxdiogs. claims. deniands, asscssmmts, j u d p n l s , COSIS and c x p w s (including w1t)iwt
lilniution iepl fees and cxpuises) incident to any of h e foqwing or iwurrcd in enforcing this
indcmnily. 11 is spcifically acknowledged and agreed that, Purchaser shall have nu liabilily or
9
L
A
(b)
13urchauerhereby agrees tu indemnify and hold Stllcr harmicss km. against and
in rcspzcl uT any and all loss, claim. Iiabiliiy,damage, cost, expcnsc, inlercst, award, judgmenr,
linc and pantries (including reasonable k p l fms and e x p e n s ) suffered or incurred by them
arising out a i or resulting from: (i) any unme qresenrstion, breach
I
d warranty or mn-
IUltilIn~rn~
orany covenant or agreement by Purchaw to Sdler c m t a i n d in this Agrccmcnt; ($
ihc r d u r t
IO make any
filing or registration, givc any mike or ahtain conwnr, approval or
atirhmimation of any governmental or regularmy authority which Purchaser 0 obhgatod to make.
lile or give hereunder, (iii) without lirnihg c l a w (;VI.my IiabiIity for Taxa TcIating to the
C'cimpaiiy for tuxable periods beginning on or sfier the Closing Datc or d i n g after he CIosing
Ihte (mccpt Taxes that Purchaser is mWd IQ tte indemnified by thc SclIer as pmuidcd in
clause (iii) of Section 7 {a) abovc), includiiig any liability for 'l3xes atlributabk 10 {A) a
transaction entered inlo by the Company a k r thc C'losEng, or (B)any election made by rhe
C'rrnipany or Purchaser after the Closing; and (v) any and all actions, suits, proceddings, claims,
clenra nds, asscssmcnts, judgments, cosls and expenses (includiq without limitation reasonable
kgil k s and cqmsus) imidcnt w any o
(c)
r h Toregoiiig or incllrrcd in cnbbrcing this indcrnnily.
Whencvcr any claim shall arise
IO indemnification (the
For indcrnnification hcreunder, the
party entitkd
"Indemnified Party") shall provide wrilten notice lo the other pafly (the
"Iadcrnnifying I'arly") as smn as possible but in no event later ihan Iliirly [30) days of becoming
10
iwtIcc io he Indcrnnified party, may assumc the defense of any such claim iir Icpl procwding
wirh coiiawt reasonably satiskctory to the Indemnified Parry. l'he Indeninifitxi Party shall ht:
cntiilod lo prlicjpate in rht! defense of any such action, wirh its counsel and at i& own cxpensc.
1 I' lhc Indemnifying Party does not assume the defense of m y such claim or litigation resulling
Iherttfbre, the Indemnified Party may
defend against such claim or litigation in such manner as it
may deem appropriate, provided, however, that the lndgmnificd Party may not seule any such
claim or litigation wilaur the prior written conscnt of the indemnifyiug Party.
(d)
R11
a ~ r c u n i c nmade
~
by
stilkiimts. reprcscnotioiis,
warrandes.
indcmni~ilrs, cwenanls and
Scllcr or Purchaser i I i kis Agrement shall expirc [w'o yeam from the date
d thc Closing; provided, howwcr, that the statements, reprrxntations, wmmies. indcrnmcks.
COVCMIILS
clTd
and aperncnis made by Seller with r-cr
until he expitarion of t
k
to Taxes shall continuc
Iii
full force and
applicable statute of limitations. Ihc righi 10 indcmnit? u d a -
this Scction 7 shall survive such expiration if the hdemnified Pai~yshI1 have nolifiied the
Indemnifying P;ur). in accordance with Section 7fc) of its claim for indemnity and o f h e facls
-:wing
rise to such righi to indemnity before the txpirdtion. of thc rcpresenwiiun or warranty.
8.
Noliccts.
Any and all notices ar olhtr commnnicatiuns requircd CK permitled
to I# givcn under any ofthe provisions or this A ~ m m n shall
t
Iw in wiiing aad shall be deemed
It)
Iiaw kcn duly g i ~ when
i
personally dclivwcd or mailed by firs;t class regjskred mail. miurn
11
icccipt requested, OT by commercial courier or delivey smice. iiddressd
IO
the parlies ar he
address set forth M o w (or ai such other address as zny pany may specify by notice to all othcr
p r t k s given as aforesaid);
12
(a)
If'to Seller. to:
Mark Mcilanicl
6 1 f West Baker Highway
I h g k GA 3 1533
(b)
It'to Purchaser:
Brian Cox
1 1 12 I Highway 70, Suite 202
Arlington, Tennessee 38002
13
9.
Brokers.
w 1 inciirred any
(a)
h r c k r rcprcsaits a i d wamiits
1r1
Sellcr that 1’urchast.r has
obliga~ionor Iiabilily. contingent nor oihcncisc, fur brokerage or findcr’s fees
o r a p t ’ s commissions or other like pyrncni in curtection wirh this Agreement or
innsactian contemplated hereby. Pwchaser agrees
end in rcspw 01’ any such obligation
uiiderslandings claimed
10
t k
indornnify and bold Seller hamliess against
or liability based on agrmcnts. arrangements or
havc be~nmade by PuIeham with any third pany
herein.
i
14
ilot
dLsclusc?d
conrcinplaicd Itcrcby. Srllcr agrees
cliriind IO havc
{a)
IO
indemnify and hold Purchaser harmless against and in
lxxn ma& by Selier, with any third pmy not disclosed herein.
Any Tax Rcnlm that i s required lo hc. filed by
the Coinpan,: a k r tht: Closing Date
and which includes the Closing Date or a period prior h
th
e
m (orher than 'I'mReturns relating IO
tixabIc pcriod idrich begin an the Closing h t c ) will bc prepared by the Sellcr and their advisors
days prior to the due date of such Tax Return (detcrmincd with regard xo extensions). In
determining rhe Taxa ateihlabte to the p i i o n ofa p e r i d up to thc Closing (wih respect to a
taxablc pcriod beginning beforc and ending after the Closing), the
thc basis oi' items of iwc.orne, gain. loss and deduction
(OT,
'raw shall be mlculatcd on
i f relecant, saIes, enlploymenr or
u-afl.wlinns)as though rhe mathe year of the Company terminated at lht Closing. In no went
shall any amendmcnl to such a tax Return be filed without the prior written conwrit of tbe Sella,
which consent shall be given provided such amndmcnt h s
1101result, in
ihe judginenl of'
Scllcr's tas caunscl. in any additional 'fax liability to tlx Glier. In any svmt that thc Company,
Purchaser, and the Sciler cannot agree as to h c treatment ofany padicuIar itm on a Tax Ketuni
p . r p e d by r
h Selbr, as required above, svch Tax Keiurn shall reflwt thu treatment of that ilcni
dtkrcd by thc Sellcr absent a determination by a nationally recoghid accounting firm(no1
tdwmise u t i l k d by any of the parties hereto) which is retained ai the e x p of the rampany
to the
cfkcl that. rhme is na reasonable basis fw the tmtment desired by the Seller. I n the evcnl
oI'such a dctcrminalion, however, the Seller may at their expense a h i n II determination from
another such nationally recognized accountktg firm (not otherwise utilized by any of thc pmies
hcielo) regarding such
treatmcni. a d , if the latter concludes that thcm is a reasonable bsis for
such trcatment. Ihe 'I=
Return shall rtflect the treatment dcsircd by the Sella.
(b)
The Seller shall have full respnsibilily and djscrction in the handline
at the
Seller's expense, of any Tax Controvemy with i - q x c t to any hem hat would give rise to a
payiiml of Tax for which thc Seller wwtld be lisbk, under Section 7 hcmf. includiiig an audit,
J
prcitcs~io lhc Appeals
Division of thc IRS, or any othcr adminisuative p m c d i n g and
litigation in Tax Court or any orher court of minpctent jurisdiction (a "Tax Costro~~rsy''),
involving a Tax Return of the Company, provided that with respect to any itern that wmld give
risc
ro a paymmnt of Tax for which the Seller would be liable, the Seller cadi deliver to the
(''onipany (if requested by h e Company) a written noticc acktmwltdging tlze indemnification
liability under Section 8. In the coum oE any Tax ('unimversy describrd in the prcccding
scniciicr".d-ic Company and Purchaser shall act in acmrdmcc with UK msomblc d l x d a n s of
thc Scller and shll take any position or other a c h n reasonably requested by Sellcr. In the event
Ihcrc is a dispute as to
thc: reasonableness of any dimtimi or action requested by SeIlcr, the
16
authoriry! and any judicial or adrniiiismtive proceedings relating to the liability of thc (=onipaiiy
h r I-axcs with rcspmt to taxable periods of tlw Company ending on or bdare tllc Closing Date
i w .shich iticludc ihc Closm&
and each of the parties shall rcuin. unril rhu expiration of all
npplicablc SlatUtes of limitation (including cxtmsions).and provide thc oiher partics with c o p k
t)t:
any records or infomation which may be relevanr to such rcturn claim or refund. audit or
esaminarion, pmodings or detmnination.
(e)
For purposes of this Agreement: (i) “Taxes” nicans a11 t a x e s or ascssmeiits or any
kind impox4 by any United States fc&ml, state or local taxing authoriiy or by any foreign
wxing authority, including but not limited to income, gross receipn, excise:, pmpefiy. sales,
mnsfer, payrolI, ad rvaior, vdue added. withholding, social security. national imurancc (or other
similar cun~ributionsor paytnenh), and Cranchisr taxes, iircluding any interest, penalty, or
additions thereto; (ii) “Tax Return” means any return, d ~ l m t i o n report,
,
claim for rcfund,
information rctum or statement relating to Taxes, including any schedule or attachment therm
aid any nniuodment thereof; and {iis) ‘Taxing Authority” means any governmcnul authoriv
rcsponsihle ibr ihc imposition or cotlmion of any ’fax.
f I.
Miscellaneotls. (a) Iliis Agreemen1 conshtuIes tl~rmtire agreement of the padies
with respect to the subject matter h
f and may not be modified, amended or terminated except
by a \\ritfc~agreement specifkally referring to rhis Agreement signed by all of tlic p r l i ~ S
hurcto. This Ageemen1 contains all of rbe nTresenrariws, wamnlicis and indenmitics r c k d
upon by Seller and Purchaser in entering into this Apcrnenr and The agmxm~arlsr&hg h a t o ,
and consurnmaling rhc transacrions cantemplat& hercby and thereby. Yo pafly hereto
maintain any action in r a p t of or relating to [his Agwnient or thc agwmcnls relating Ircreto,
18
,
L% W'FVESS WKEWOF, the parties Igrtro haw causzd dis Ag~cemcntto bc dull
cxccuted as of the day and year first above written.
PURCHASER:
%RIA3 COX
i
21
Exhibit C
Financial hfomation for COX
I
.
....
8 t C Management LLC
Balance Sheet
~sof-34,2007
DBC 31.07
60.s82.W
70,565 25
2Q.8t5.71
99.08
33.r63.90
35.26298
..
.-
65.962.w
15243.42
1524392
i
,
1.792.40
1.79240
5.6f4.76
4 9 2 07
1,144 M)
l I . r n .8 3
28,796.65
."
28.796.6E&HaLC
!
-33.1 87-86
-1U5$7920
.
-179,167.06
BLC Management LLC
Profa & Loss
January through December 2007
.
3.415.89t, 18
3.420.837.58
.-..
,
1283.40
978.w
2'261.40
2
9
m
.
8
2
86.66
89211.64
2H).w
8905.04
14o.w
3,956.39
36.400.00
6.650Owa
!
1
1.952.75
.
499.33
_--_4119.83
8.4N.56
253 27
- -.. . 22.260.7r
.
..
,
,
22513.98
5o.m.m
174.77
2249.72
I
.
- m . m . i a. .
385.45667
i
I
Exhibit K
h c e JM.
Esq.
Lance JM
P.C
1720W
m Conmume
Suite 115
Alphareth, GA 3ooM
&
ReeceMcAlistar
.
Exhibit 1
i
i
!
.. .
a
9.
nu
EQYMI SS IO I
WPI 12
Exhibit M
.~
..
..
2008 LIMITED LlABIUTY COMPANY ANNUAL REPORT
DOCUMENT# M040000M879
E n W y W:-
FILED
secretaryofstate
Jul07,2008
BLC MANAGEMENT LLC
New Plindpal Place of Business:
INCORP SERVICES, INC.
17888 WTH COURT NORTH
LOXAHATCHEE,FL a 7 0 US
The abow named entity submits this statement for i h purpclse
~
dchawing its registered officeor registered agent. or both,
in the Slate of Fiorida.
SIGNATURE:
Electront signature of RegiSlBd Agent
Date
1 hereby cerijfy that the information supplied M h this filing daes Rot quatify fw the exmption stnted in Ghapter I19, FIcfida
e k b n i c signature
stzrhrtes. I further certify that the infwmatiorr indicatad on this report is b e and accurate and that
shafl haw the same legal elTect as if made under a&; that t am P rnanqgi member or rnanagef?tha limited liabiiitycompany
or the recejver or t r u m ernpawed to e e x e e b this repost as r e q u i d b%amr a,
~ ~ w i dw
a
SIGNATURE: B R M COX
He&mnic S i g w f e of SQning Managlina Mernbes, Ma-,
CEO
or Authorized Rep-
-
mm7m
{Date
Exhibit N
Ann Cole. Commission
cw
Officcof Commission Clerk
I
-
1
2
...
3
.,-
..-
..
..
,
-
4
,
.
,
,.
-
.