20100226Application.pdf

Lance J.M. Steinhart P.C.
Attorney At Law
1720 Windward Concoure
Suite 115
Alpharetta, Georgia 30005
F~(E(~ t~
2010 FEB 26 AM 9: 29
Also Admitted in New York
and Marland
Telephone: (770) 232-'9200
Facsimle: [phone]
Email: Isteinar(itelecomcouneL.com
Febru 25,2010
VI OVERNIGHT DELIVRY
Ms. Jean D. Jewell
Idaho Public Utilties Commssion
Secretar
472 West Washigton Street
Boise, Idaho 83702
APl D -=o ~iO -0 ~
Re: AMERICAN DIAL TONE, INC.
Dear Ms. Jewell:
Enclosed please find for filing an unbound, untapled and duplexed origial and thee (3)
stapled and duplexed copies of AMERICAN DIA TONE, INC.'s Application for a Cerficate of
Public Convenience and Necessity to Provide Resold and Facilities-BasedE Local Exchange
telecommuncations servces with the State of Idaho. The company has no local exchange
customers at ths tie in the State ofIdaho and ths is a new filing.
APPLICANT HAS ALSO ENCLOSED ONE (1) COPY ON YELLOW PAPER OFFIANCIA STATEMENTS IN A SEPARTE ENVLOPE MAD
"CONFIDENTIA AN PROPRIETARY", AN RESPECTFULY REQUESTS
CONFIDENTIA TREATMENT OF THE ENCLOSED FINANCIA INFORMTION.
APPLICANT EXPECTS THAT THIS INFORMTION WIL BE RESTRICTED TO
COUNSEL, AGENTS AN EMPLOYEES WHO AR SPECIFICALLY ASSIGNED TO
TIDS APPLICATION BY THE COMMISSION.
I have also enclosed an extra copy of ths letter to be date stamped and retued to me in the
enclosed, self addressed, postage prepaid envelope. If you have any questions or if I may provide
you with additional information, please do not hesitate to contact me.
.M. Steinhar
Attorney for AMERICAN DIAL TONE, INC.
cc: Justi Nymark
~
..,.
BEFORE THE IDAHO PUBLIC UTILITIES COMMSSION
IN THE MATTER OF THE
APPLICATION OF
AMERICAN DIA TONE, INC.
for a Certcate of Public
Convenience and Necessity to
Provide
Local Exchange Telecommunications
Servces Withi the
State of Idaho
nr-c. lh...
t\ i:. ~. ¿_:
)
)
)
)
)
)
)
)
)
28W FEB 26 AM 9: 29
!DAFnUIillTi(~srCASE NO.
AMù--1--iO'-O(
APPLICATION AN REQUEST FOR AUTHORI
Application is hereby made to the Idaho Public Utilities Commssion for a Certficate of Public
Convenence and Necessity authorizing AMRICAN DIA TONE, INC., ("Applicant" or "ADT") to
provide local exchange telecommunications serces pursuat to Idaho Code Sections 61-526 though
-528 and IDAPA 31.01.01.111 (Rules 111 & 112) as clarfied by Proceural Order No. 26665 in Case
No. GNR-T-96-4. The following general information and exhbits are fushed in support thereof:
1.) Applicant's legal name, address of its pricipal offces and telephone number are:
AMRICAN DIA TONE, INC.
2323 Curlew Road, Suite 7
Dunedin, Florida 34698
[phone]
~
i
The Applicat has no offce located in the State of Idaho. The Applicat intends to provide
resold and facilities-based loca exchange serce utilizing unbundled network elements, or the
equivalent thereof Such services wil be provided by utilizing the facilities incumbent local
exchange carers ("LECs").
2.) Applicat is incorporated in the State of Florida and is in good stadig under the laws of that
state. In addition, the Company is authoried to do business as a foreign ADT in the State of Idao.
Attched as Exhbit 1 to ths Application is a copy of the Company's Arcles of Incorporation. A
copy of Applicant's cerficate of authority to transact business in Idaho is attached hereto as Exhbit 2.
3.) The name and business address of Applicant's registered agent for serce in Idaho are:
Incorp Serces Inc.
921 S. Orchad Street, Suite G
Boise, ID 83705
2
~
4.) The names and addresses of the ten common stockholders of Applicant Ownng the Greatest
Number of Shares of Common Stock and the Number of Such Shares Owned by Each are:
Name and
Address
Shares Owned Percentage of All
Shares Issued &
Outstadig
Percentage
of Votig
Control
Ganoco Acquisition Group LLC 100%100%
Address: All of the shareholders can be reached though the company at the address listed in 1.) above.
3
5.) The names, addresses and ownerhip of Applicat's Offce and Directors are:
Offce:
Thomas E. Biddix
Justin Nymark
Chrstina B. Sutch
CEO
President
Secreta
Directors:
Thomas E. Biddix
Each can be reahed at Applicat's priar place of business and telephone number as
follows:
AMRICAN DIA TONE, INC.
2323 Curlew Road, Suite 7
Dunedin Florida 34698
[phone]
6.) The Name and Address of Any Corpration, Association, or Simlar Organzation Holding a
5% or Greater Ownership or Management Interest in Applicant are as follows:
See anwer to 4. above.
7.) The names and addresses of Subsidiares Owned or Controlled by Applicant are as follows:
Not applicable.
8.) Applicant intially proposes to provide resold local exchange servces and to purchase
unbundled network elements provided by existig LECs: Qwest Nort Qwest South, and Verizon.
Applicant has no curent plan to intall facilities in Idaho but may do so in the futue, however, the
natue and extent of the facilities to be utilized has yet to be detered. Applicant seeks authority to
provide all forms of intrastate loca exchange and interexchange telecmmuncations serces
including:
4
1. Interexchange (switched and dedicated servces):
A. 1 + and 1 01XX outbound dialing;
B. 800/888 toll-free inbound dialing;
C. Prepaid and Postpaid calling cards;
D. Directory Assistace; and
E. Frame Relay and other data serces.
2. Local Exchange:
A. Loca Exchange that wil enable customers to origiate and terate local calls in the
local calling area sered by other LECs, includig local dial tone and custom calling
featues.
B. Switched local exchange serces such as flat-rated and measure-rated local servces;
vertical serces, Direct Inward and Outward Dialed trs, carer access, public and
sem-public coin telephone serces, and any other switched local serces that
curently exist or wil exist in the futue.
C. Non-switched local serces (e.g., private line) that curently exist or will exist in the
futue.
D. Centrex and/or Centrex-like serces that curently exist or wil exist in the futue.
E. Digita subscriber line, ISDN, and other high capacity line serces.
Applicant seeks authority to resell and provide facilities-basedE interexchange and local
exchange servces initially thoughout the State where provided by incumbent LECs, however,
Applicant does not intend to servce areas serviced by any LECs which are eligible for a small or rual
carer exemption puruant to Section 251 ofthe Federal Telecom Act of 1996.
5
Applicant has no curent plan to intal facilities in Idao. If ADT intals faciities in Idao,
it would probably use the followig or a simlar configuation of equipment: ADT will provide voice
and high speed data servces though a combination of the latest technology switching and transport
media, ADSL/SDSL transport and Internet servce equipment and the latest Optical multiplexer
DAC's configuations. The switchig system consists of a cetral processing and control complex
capable of interconnection as a peer to the incumbent as well as competitive local exchange
companes. The hub portion of the switch wil interconnect with the public switched network on
Signaling System 7 ("SS7") or Featue Group D ("FGD") facilities. The system's remote module
capability wil allow properes to be sered in a maner that provides the exchange of appropriate
signaling, control and calling/caler inormation to the network in accordance with network
standards and specifications. Additionally, these serces wil be delivered over a combination of
delivery mechansms though incumbent local carers' unbundled loop network, both copper and
fiber and transport networks, as well as via ADT constrcted facilities. Applicant intends to provide
servce upon cefication and fialzation of interconnection agreeents with the LECs.
Copies of Applicat's Balance Sheet and Profit & Loss Statement as of Deceber 31, 2008,
Exhbit 3, are being filed in a separately seaed envelope marked "Confdential and Proprietary".
10.) A map showig where Applicant is proposing to provide service is attched hereto as Exhbit
4.
6
11.) A copy of Applicat's ilustrative taff is attached hereto as Exhbit 5. Applicant wil fie its
proposed taff establishig its proposed serces and charges upon completion of interconnection and
upon receipt of certification by the Commssion.
12.) Questions concernng ths application and Applicant's taff should be directed to Applicant's
representative:
Lace J .M. Steinar
Lace J.M. Steinar P.C.
1720 Windward Concoure
Suite 115
Alpharetta, Georgia 30005
[phone] (Telephone)
[phone] (Facsimile)
lstein(itelecomcounsel.com (Email)
Customer Complaits and Inquies are to be addressed to:
Justin Nymark
2323 Curlew Road, Suite 7
Dunedin, Florida 34698
[phone] (Customer Service)
7
13.) Applicant has not intiated interconnection or resale negotiations.
14.) Applicant has reviewed the laws and regulations of ths Commssion goverg local exchange
telecmmuncations services in Idaho and will provide servce in accrdance with all laws, rues and
regulations to the extent they are not preepted by the Federal Act.
15.) Applicant will not require advance payments or depsits, therefore, no escrow accunt is being
filed.
WHEREFORE, AMERICAN DIA TONE, INC., requests that the Idaho Public Utilities
Commssion enter an order grantig a Cerficate of Public Convenience and Necessity authorizing
AMRICAN DIA TONE, lNC., to provide resold and facilities-based local exchange
telecommuncations serces puruat to Idao Code Sections 61-526 though -528 and IDAPA
31.01.01.111.
Respectfuly submitted thJ. ~ay of Çc~ 2010.
~~~
Lace J.M. Steinar, P.C.
1720 Windward Concourse
Suite 115
Alpharett Georgia 30005
Telephone: [phone]
Facsimile: 770/232-9208
Email: Isteinar(itelecomcounseL.com
Attorney for
AMRICAN DIA TONE, INC.
8
EXHffIT 1
EXHffIT2
EXHffIT3
EXHIT 4
EXHffIT5
LIST OF EXHffITS
ARTICLES OF INCORPORATION
CERTIFICATE OF AUTHORI TO TRSACT BUSINSS
FINANCIA INORMTION
SERVICE ARA MA
ILLUSTRA TIV TARF
9
EXHffIT 1 - ARTICLES OF INCORPORATION
10
ARTICLES OF INCORPORATION
OF
GANOCO, INC.
The undersigned subscnbers to these Aricles of Incorporaion natural persons competent
to contract, hereby subscribed to and form a corpration for profit. under the Laws of the
State of Florida.
NAM
The name of the corporaton shall be Gaoco, Inc..
Its registered address shall be 1017 Wyndha Way, Safety Harbor, Flonda 34695 and its
registered agent shall be Stephen David Klein.
II
NATUR OF BUSINSS
The corporation shall engae in any activity Of business permitted under the laws of the
United States and of the State of Florida.
II
CAPITAL STOCK
The maximum number of shares of stock that this corporaion is authoried to have
outstanding at any time is Seven Thousad"Five-Hundred (7,500) shaes of Common
Stock, each share baving the par value of One ($1.00) Dollar.
iv
INITIA CAPITAL
The amount of the caital with which this corporation shall begin business is Seven
Thousand Five Hundred ($7,500) Dollars.
v
TERM OF EXISTENCE
This corporation shall have perpetal existence.
VI
DIRCTOR
The corporation shall have one director initially. whose name and street address is as
follows:
Stephen David Klein
1017 Wyndham Way
Safety Haror, FL 34695
VII
SUBSCRIERS
The name and street address of the subscribers to these Arcles ofIncorporaton are as
follows:
Stephen David Klein
1017 Wyndham Way
Safety Harbor, FL 34695
Iri Witness Whereof, we have hereunto set our hands and seals, acknowledged and filed
the foregoing Aricles ofIncorporation under the Laws of the State of Florida. This 13th
Day ofOetober 1998.
ÂL 1 !(/)//Lf/:( U-W'\(SEAL)
STATE OF FLORIA
COUNTY OF PINLLAS
Before me personally appeared STEPHEN DAVI KLEIN to me weB known to be the
individual described in and who executed the foregoing Aricles of Incorporation, and
acknowledged before me that he executed the same for the purposes therein expressed.
WITNSS my band and offcial sea in Pinellas county. the State of Florida this 13th day
of October, 1998.
:j(i,)'\,;' .j.
"
i
'D \. C\'" 'c7 '\.J
NOTARY PUBLIC
¡.",. ~ US L Bia
* ~ *Mo Co CC0
'\~,. Ei JiJ 11120
~ .
(Addres)111111111111111111
700165661877
(Requestors Name)
(Address)
(CitatelZipIhone #)
o PICK-UP 0 WAIT o MAIL
(Bsines Enht Name)
01/13110--01Ðr~--013 **52.50
(Doment Number)
Certified Copies Ceficates of Statu
-4~(I ..'-1" -:-n "-
:P :; e. ""'fò .:if' ~ : l
~$! - --~~ (. r1""'
s:~ !E ~r-tr .= .~0-4 .. t~:::P N'õ~ N:;
Special Instruons to Filing Oficer:
Offce Use Only N.t.
C/OOUL
JAN 14 Z010
EXAINR
TÒ: A~endment Section
Division of Corporations
.
COVER LETTER.
NAME OF CORPORATION:Ganoco, Inc.
DOCUMENT NUMBER:P98000088466
The enclosed Articles of Amedment an fee are submitted for filing.
Please return all corrspondence concerning this matter to the following:
Christina B. Sutch
Nam of Contt Per
Asiated Telecommunications Management Services, LLC
Firm! Company
6905 N. Wickham Road, Suite 403
Address
Melbourne, FL 32940
Cityl State and Zip Code
!egal(§telecomgroup.com
ß-mail aödre: (to be usêd tor future annual report noU1icatton)
For further inronnation concerning this matter, please call:
Christina B. Sutch,
Name of Contact Peron
at( 321) 373-1360
Area Code & Dayme Telephon Numb
Enclose is a check for the following amount made payable to the Florida Department of
State:
o $35 Filng Fee 0$43.75 Filng Fee &
Certificate of Status
0$43.75 Filng Fee &
Certfied Copy
(Additional copy is enclosed)
ø $52.50 Filng Fee
Cerifcate of Stats
Cerified Cop
(Additional Copy is enclose)
Mailng Address
Amendment Section
Division of Corprations
P.O. Box 6327
Tallahassee, FL 32314
Street Addres
Amendment Section
Division of Corprations
Clifton Building
2661 Executive Center Circle
Tallahassee, FL 3230 1
Articles of Amendment
to
Arle of Incorpration
of
GANOCO, INC.
(Name of Corratin as curntly fiJ wi the Floria Deot of State)
P98000088466
(Document Number of Corration (ifknown)
Pursant to the provisions of secion 607.1006. Florida Statues. this Florida Prfit Corpration adopts th following
amendmet(s) to its Articles of!ncorpration:
A. lfamending name. enter tbe new name of the eomoration:
AMERICAN DIAL TONE, INC. The new
name must be distinguishable and contain the word "corporation. ll "compay." or "incorporated" or the
abbreviation "Corp.. .. "lnc., .. or Co.," or the designation "Cor," "Inc, " or "Co n. A professional corporation
name must contain the wor "chartered. " "profesional assiation, .. or the abbreviation "P.A. ..
B. Enter new principal ofte addre. if applicable;
(Principa offce address MUST BE A STREET ADDRESS)
$t.~-4r-ri 0i' ('c.:: :=..n:: rr )::z::.,~-
i;:;c.r1'-(r'o ~Gl.. "'i'vi to0-o .::~Ñor4Nø
c. Enter new mailing addre if applieble:
(Mailing addrers MA Y BE A POST OFFICE BOX)
D. If amending the reistere agent andfor reistere offce address in Florida, enter the name of the
new registere agent andfor tbe new registere office address:
Name of New Registered Agent:
(Florida street address)New Reg.çtered Ofce Address:
(City)
. Florida
(Zip Code)
New Registered Ageut's Signature. if clanging Retered Agent:
1 hereby accept the appointment as regitered agent. / amfamilar with and accept the obligations of the position.
Signatue of New Registered Agent. if changing
Page i of3
. If amendiDl! tbe Otners and/or Directors enter the title and name of each offcer/diretor being
removed and title. name. and addre of each Offeer and/or Director being added:
(Auách additional sheets. ifnecessary)
m l'Addres Tvpe of Action
o Add
o Remove
D Add
o Remove
o Add
o Remove
E. If amending or adding additional Artcle enter chanms) here:
(attach additional sheets, ifnecessary). (Be specifc)
F. iran amendment provides for an exchange. relassification. or cancellation of
issued shares.
provisions for implementing the amendment if not contained in the amendment itslf:
(ifnot applicable. indicate NIA)
Pageior3
'Tlledaie'nl'aeh amendment(s) adoption: January 11, 2009
(date ofadaption is required)
Effective date if applicable:
(niJ more than 90 days after amendmentftle dale)
Adoption of Amendment(s)(CHECKONEl
ø The amendments) waswee adop by the shahode Th numbe of vots ca for th amndment(s)
by the sharholders waswere suffcient for apprval.
o The amendment(s) waswer approved by the shaholder through voting groups. ThefolJowing statement
must be separately provided for each voling group entitled 10 vote sepaately on ihe amendment(i.):
"Th numbe of votes cat for the ament(s) wawer suffcient for approval
by
(voiìng group)
o The amendment(s) waswere adopted by the boar of diretors wihout shareholde action an shareoldr
action was nol reuire
o The amendment(s) was/we adpted by the incrpraors without shareholder action and shareholder
acton was not required.
Dated January 11, 200
Signatur
(By a director. prsident or other offce - .
selected, by an incorprator - if in the
appointed fiduciary by th fiducar)
retors or offcer have not ben
of a reeiver, trstee, or other cour
Thmas E. Biddix
(Type or printed name of pen signing)
Director
(Title of pen signing)
Page 3 of3
EXHIBIT 2 - CERTIFICATE OF AUTHORI TO TRASACT BUSINESS
11
State of Idaho
I I
CERTIFICATE OF AUTHORITY
OF
AMERICAN DIAL TONE, INC.
File Number C 185935
I, BEN YSURSA, Secretary of State of the State of Idaho, hereby certify that an
Application for Certificate of Authority, duly exeputed pursuant to the provisions of the
Idaho Business Corporation Act, has been received in this office and is found to
conform to law.
ACCORDINGLY and by virtue of the authority vested in me by law, I issue this
Certificate of Al:thority to transact business in this State and attach hereto a duplicate of
the application for such certificate.
Dated: January 26, 2010
~~
SECRETARY OF STATE
By
EXHIBIT 3 - FINANCIAL INORMTION
FILED AS CONFIDENTIA AND PROPRIETARY
12
EXHIDIT 4 - SERVICE ARA MA
LEGEND
~Gn¡~~.
~ fJ S 'Nl' ~Ar
~ IJ swebt se~~
13