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HomeMy WebLinkAbout20030122Application.pdfnECEiVED 0 BEFORE r~rLED 0 THE IDAHO PUBLIC UTILITIES COMMI5~wN22 f1.?i 9: 53 In the Matter of the Application of Alticomm, Inc. for a Certificate of Public Convenience and Necessity to Provide Local Exchange Telephone Service on a Resold Basis \ii:~ , !;~.. LiC UTiliTIES COt"ii'lJSSION Case No. C /(ri-'(Js:O& ""'~'" APPLICATION OF ALTICOMM, INC. Alticomm, Inc. ("Company ), by its undersigned counsel, and pursuant to Title 61-526 through -528 of the Idaho Code, and IDAPA 31.01.01.111 (Rule 111), hereby applies for a license to provide resold basic local exchange service within the geographic areas serviced by Qwest and Verizon. In support of its application, the Company submits the following: PROPOSED SERVICES The Company intends to operate as a reseller of local exchange service. Services will be offered to residential and business customers within the service areas of Qwest and Verizon. The Company does not intend to build or install any facilities within the State of Idaho for the provision of local exchange services. Services will be marketed via print media to business and residential consumers. The Company has been operating in Massachusetts and Rhode Island since 1998, and is currently obtaining certification on a nationwide basis. The Applicant is registered with the Idaho Public Utilities Commission as an interexchange reseller. II.FORM OF BUSINESS Name, address and form of business: The Company is not a sole proprietor. The Company is not a partnership. The Company is a corporation. (1)The Company will operate as a reseller of local exchange telecommunications services within the state of Idaho. Service will be offered to residential and business customers. (2)The Company was incorporated under the laws of the state of Massachusetts on March 27, 1998. (3)The Company s principal business address is: Alticomm, Inc. 115 Shawmut Road Canton , MA 02021 Ph. (781) 989-4500 Fx. (781) 989-4512 The Company will not have an office located in Idaho. (4)A certified copy of the Company s Articles of Incorporation are attached as Exhibit A. (5)A good standing certificate issued by the Idaho Secretary of State is attached as Exhibit B. (6)The Company s registered agent for service in Idaho is: National Registered Agents, Inc. 1423 Tyrell Lane Boise, Idaho 83706 The names and addresses of the ten common stockholders of the Company owning the greatest number of shares of common stock and the percentage of such shares owned by each is as follows: Name and # of Shares % of Shares Held Address Held and Votin hts Peter Bos 288 16% 115 Shawmut Road Canton, MA 02021 Lawrence Rasky 151 246 96% 115 Shawmut Road Canton, MA 02021 Allan Stern 518 320 34.15% 115 Shawmut Road Canton, MA 02021 Paul Barrett 134 506 86% 115 Shawmut Road Canton, MA 02021 Alexander Bok 38,293 52% 115 Shawmut Road Canton, MA 02021 William Davis 956 15% 115 Shawmut Road Canton, MA 02021 James Vanecko, President 780 94% 115 Shawmut Road Canton, MA 02021 III. IV. Name and Address % of Shares Held and Votina Riahts # of Shares Held On Systems, LLP 115 Shawmut Road Canton, MA 02021 429 53% Rasky fBerlei n 115 Shawmut Road Canton, MA 02021 15%617 David Walsh 115 Shawmut Road Canton, MA 02021 2.39%320 The names and addresses of the officers and directors of Applicant are attached as Exhibit C. No corporation, association, or similar organization holds a 5% or greater ownership or a management interest in the applicant. The Company does not own or control any subsidiaries. TELECOMMUNICATION SERVICE The Company anticipates that it can begin providing service in Idaho within ninety days of certification. The Company proposes to offer local exchange service to residential and business customers throughout its proposed Idaho service territory. SERVICE TERRITORY The Company will offer services within the service areas of Qwest and Verizon, and will compete with these incumbent local exchange companies. VI. The Company will offer resold local exchange services and, therefore, will not own or control any equipment, facilities, or property in Idaho. The Company is likely to compete with all competitive local exchange carriers offering services within the service areas of Qwest and Verizon. The Company will not own any property within the State of Idaho which will be used in the provision of the requested services. FINANCIAL INFORMATION The Company s previous year balance sheet, income statement, and statement of cash flow are attached as Exhibit D. The Company' balance sheet and income statement are provided. ILLUSTRATIVE" TARIFF FILING The Company s proposed initial tariff and price sheets setting for the rates, rules, terms and regulations applicable to the contemplated services is attached as Exhibit E. This tariff has also been submitted on a 3.5 inch diskette in WordPerfect format. VII.CUSTOMER CONTACTS The Company s contact information is as follows: Consumer inquiries and complaints from the public: Kathryn Hennessy, Vice President of Operations Alticomm, Inc. 115 Shawmut Road Canton, MA 02021 Ph. (781) 989-4500; Ext. 202 Fx. (781) 989-4512 E-Mail: kathy.hennessy(g')east-tel.com The Company s toll free number for customer inquiries and complaints is 1- 866-282-4200. Contact for Commission Staff for complaints, inquiries and matters concerning rates and price lists: Kathryn Hennessy, Vice President of Operations Alticomm, Inc. 115 Shawmut Road Canton, MA 02021 Ph. (781) 989-4500; Ext. 202 Fx. (781) 989-4512 E-Mail: kathy.hennessycmeast-tel.com The Company s regulatory contact is: James Corn blatt, Director of Regulatory Affairs Alticomm , Inc. 115 Shawmut Road Canton, MA 02021 Ph. (781) 989-4500; Ext. 165 Fx. (781) 989-4512 E-Mail: jim.cornblatt(g')east-tel.com Correspondence concerning this application should be directed to: Monica Borne Haab Nowalsky, Bronston & Gothard 3500 N. Causeway Blvd. Suite 1442 Metairie, LA 70002 Ph. (504) 832-1984 Fx. (504) 831-0892 E-Mail: mhaab(g')nbglaw.com VIII. INTERCONNECTION AGREEMENTS The Company has initiated resale agreement negotiations with Qwest and Verizon. IX.COMPLIANCE WITH COMMISSION RULES The Company has reviewed the Commission rules and agrees to comply with all rules applicable to the provision of resold local exchange service. ESCROW ACCOUNT FOR ADVANCE DEPOSITS The Company does not require advance deposits from its customers, and therefore does not submit an escrow account or security bond for this purpose. The Company does not intend to provide any prepaid local exchange telephone service in Idaho. CONCLUSION The Company s provision of basic local exchange services on a resold basis, will promote the public interest by increasing competition in the local exchange telephone market which results in high quality service being offered at competitive prices, and by creating greater economic incentives for the development and improvement for all competing providers. Further, the grant of this authority will provide significant benefits to consumers in terms of carrier choice, price, increased reliability, responsiveness and the introduction of new services. WHEREFORE, Alticomm , Inc. respectfully requests that the Commission enter an Order granting it a certificate of public convenience and necessity to provide resold basic local exchange services. Respectfully Submitted ~~\. Monica Borne Haab Nowalsky, Bronston & Gothard 3500 N. Causeway Blvd. Suite 1442 Metairie, LA 70002 Ph. (504) 832-1984 Counsel for Applicant Dated: VERIFICATION ..... '- STATE OF Lo"-'\.\~,~ COUNTY OF J~-et-~ Personally appeared before the undersigned, an officer duly authorized to administer oaths James Cornblatt , who first being duly sworn, deposes and says that he is the Director of Reaulatorv Affairs of Alticomm, Inc.the Applicant herein, that he has read the Combined Application and knows the contents thereof, and that the statements made herein are true, accurate and correct to the best of ames Cornblatt Director of Regulatory Affairs Alticomm, Inc. d and sworn to before me, this y of n=~ ~8~-Notary Public (SEAL) My Commission Expires: MONICA BORNE HAAB Notary Public, State of Louisiana My Commission Is for life. EXHIBIT A CERTIFIED ARTICLES OF INCORPORATION 1::""'--""-"_M"""K""""""-.-- -If,.......i~ c-+-\ Name Approved . , !!r.1ie.. .. ' ,.-. '~' " ' 1rbt QL:ommonbJ~altb of mS$$aclJu$tttS' William Francis Galvin Secretary of the Commonwealth One Ashburton Place, Boc;ton, Massachusetts 02108-1512 ARTICLES OF ORGANIZATION (General Laws, Chapter 156B) ARTIQ.E I The exact nmle of the .::orporation is:Eastern ~el~~hone, Inc. unCLE n The purpose: of the corporation is to engage in the following business activities: To provid~ te~epnone ana related services; to engageqenerall~ in any business which may lawfully be carried on by a corporation formed under Chapter 156B of the General Laws Massachusetts. : r , I , ', ., ! . I : i : !, !. !. . i 980F;600S Note' q tbe sptu:e prvvIIIetl "ruler II",. article or i'em 011 'bis form is ills.,1fit:Int. adtUHOfIs slulJl b.. set fortb 011 $UI.I011(11 ofsepartlte B 1/2 31: 11 sheets ofp.perwilb II left -rp" offll' leal I i~b. .ttltlUiOlls to l1li- tb- OM 8rCkwMeyHmtUIe 01111 siffgle shea so torrg filS elfcl: IIrficle '"I!",'frlng each :lddtllo" is c:lefllrly indlcatetl. ~ .~ .. ,.."... .~'" ~'."k ""-'"""""'~~"'" . . "0" ., r-'~-'~~. ,-,~""",.. ,." ~.,..'- ~. '. ... "..-.. .. """" ARTICU mStIle the total number cf shares and par Valli':. if any. of each class of stock which the corporation is authorized to issue. WITHOUT PAR VJ..tUE WITH PAR VALUE1---. --. TYPE NUMBER OF SHARES TYPE NUMBER OF StL\RES PAR VALUE Common:Common:1000 $1. Preferred:PrdClTed: ARTICLE IV Jfmore than one class of stock is authorized. state a distinguishing do.;gnation fer each dass. Prior to the issuance of any sbara of a class, if shares of another class outstanding. the corporation must pro\ ide a dcs(.'ription of the preferences, VOting powers, qualificatiou, and special or relative rights or privileges of that class and of each oth::r class of which shares are outstanding and of each series then established witb.in any cia.~. N/A ARTICLE V The restrictions, if any. imposed by tbe Artides of Organiza.tion upon the transfer of shares of stock of any class are: N/A ARTIaE "' -other lawful provisions. if any. for the conduct and regulation of the business and affairs of the corporation. for its voluntary dissolution. or for limiting, defining, or regulating the powers of the corporation. or of its direo.:ton; or stockholders, or of any class of stockholders: . ' ~ee ~~ntinuation sheet 6A lf 11.0.,.. are no pravtstfl," slate "None Noll!: :n.. prw:elll. sa (6) artlt:ks An! COHsldered 10 be pe,.",aru!7Jl at, : -y ONL r be cbQlIl(ed by flltng apJn'OJ'rlllte """'dNoJ "'----1. ':'..";.,.",.... ,S.,",.t".~,~,"",""""..."".. "".~,.....",,,.....,...._.. ' i; . .. Continuatio~ Sheet ~A Othe r lawful p:ovi sions, if any, :or the connuct and regulation of the busi~ess ~nc af!a: rs of th~ corporation, for its vol~ntary dissolution, or for li~i~i~g. d~fining, or regu\atinq the powers cf the corporation, or of its directors or stockhclde:&, 0: of any class of $t~ckho1de~s: (a) H~etin9s of th~ ~tockholders may be held anywh~rewithin th~ United States. (b) No contract or othe: ~:ansaction of this corporation wi th any other pe rson. corpora ticn, associati~n, or partnership shall be affected or invalidated by the =act ~hat (i) this corporation is a s~ockholder in such oth~' corporation, as&ociation 0: partnership, or ii) any one or mere of the offi cers Ot dj rectors of thi~ corporation is an officer, dir.ctor 0; partner of such other corpnration, association or pa:tnership, or (iii) any. officer or di:ector of this corporation, individually cr jointly withothe!s, j s a party to or is interested in such contract or transaction. Any director of this corporation may be counted in determining the existence of a quorum at anymeeting of the board of di r~ctors for the purpose of authori:ing or ratifying any such contract or transaction, and may vote thereon, wi th ~ike force and effect as if were not so interested or were not ~n officer, di rector or partner of such other corporation, association or partnership. (c) The corporation may be a partner in any business enterprise which it would have power to conduct itself. (d) The oJ-laws may provide that the directors may cake, a~~~d or repeal the by-laws in whole or in pa~t, except wi th respect to any provision ther90f which by law r these ~rticles of organi zation or the by-lcws requi res action by the s~cckho:ders. (e) No director shall be personally liable to the corporation or its stockhclders E~~ monetary damages for any bre&ch of f~~uci~ry duty ty such director as 3 direct notwithstanding any provision c: law imposing such liability, except that, to the extent provided by ~;;l~:~b~~ l~~; ~h:~ ~:~~i~io~ ~h~ll ~~~ ~l~min~t~ or li~ the li3bility of a di:ecto: (i) !or breach ~f the :~::~t~!' 5 duty of loyal ~y ~o the corporation or its stockholde:s l ii) to~ ac~S or omission~ ~=t i~ Qood f~ith or which invo17~ i~tentional misconduct or a kn ~win9 ~ 10 , 4 1 208 8 . vicl~tion of law, (iii) und~r Section 61 or 62 of th~Nas.aehusetts Business Corpor~ti~n Law or any amendatory successor provisions thereto or (iv) for any transaction frQ8 which the director derived an improper personalbenefit. No am.,ndment or repeal of this provision shall deprive ~ director of the benefits hereof with respe:t any aet or omission occurring p~ior ~o such amendment ~rrepeal. (f) =~~ corpora ~ion may .1ect to be taxed as an "Corporation.. . ARnCLE VBThe effective date of organization of the corporation shall be the d:arc: approved and ftled by ~"1e Secretary of the Commonwealth.If a ""ter effective dare is desired. specify such date which sha1l not be more than tbirty davs after the date of filing. ARnCLE The information contained in Artid.e vm is not a permanent part of the Articles of Organization. a. The street address (post officp boxes :Ire not acceptable) of the: principal office oj the corporatio.:1 in Massacbusens if.:70 Prank~!n ~treet, 3ra fIver, Boston, MA 02ilO b. The name. residential address and post office address of each director and offica' of the corporation is as follows: President: NAMEJames J. Vanecko RFSIDEN'DAL ADDRESS POST OFFICE ADDRESS64 Oak Cliff Road, Newton, MA 02160 T:-casurcr:Lawrence B. Rasky 20 Bridal Path, Westwood, MA 02090 Clerk:Alexander T. Bok 35 Melrose Stree~, Boston, MA 02116 ------- Dircaors:James J. Vanecko 64 Oak Cliff Raod, Newton, MA u21bO Alexander T. BOK 35 Melrose Street, Boston, MA 02116 Lawrence B. Rasky 20 Bridal Pati1, W~stwood, MA U20~O Paul Barrp.tt 4B Thomas Park, South Boston, MA 02127 c. The fiscal year (i.e., taX year) of the corporation shall end on the last day of the month of:December d. The name and business address of the resident agent, if any. of the corporation is; ARTICLE IX By-laws of the corporation have been duly adopted and the president, treasurer, clerk and directors whose names are set fonhabove. hav~ been duly elected. IN WITNESS WHEREOF AND UNDER THE PAINS A.:.l\!D PENALTIES OF PERJURY. I/we, whose signaturc(s) appear below as .J1corporaror(s) and whoSt. name(s) and business ')r resid~ntial addrcss(es) are clearly typed or printed beneath each signaturedo hereby associate with the int~ntion of forming this corporation unsW"- ProviSio Laws, Chapter 1 do hereby sign these Article~ of Organization as incorporator(s) this 'f:l-,.day of , 19 AI exan ~:~ d1 ~ Derne Stre~J ttJA """-;.:;/ " -------~- '- ",,- ~JII" "" Nole If ."tslblg COI"JIOrGIWII Is ~r.Nng as inr.orpor"tor. type ill tbe It Xtlct ""- of tblt COrpONI10,," t" st... or 01", jNri8tMdi08 ......U HI. I8eorporvIIl!tI, tM of tbe perSON .;igrnJl, 011 6ltb_if of stltd COrpoNJlirm IJruI tbe title bit/ISM bollia or oIhr ........." 6,)' .IttcbslU:b IIcI1o8 ts ",.... hr.'" .~1'; ~j\" i~~ j~' ;\1 ~\.1. b\.~ ~~.~~. 0')II) .,.'--';'-, -:r :..J ...- . ; J.: =:=."'0 C'.I't.J.I"-oCt' :~~ Q::wc'; ~.J(...)c.. g:: Q:: (.). '~/ . i). ~;:, " ":"". ' 'c- :' - - mE COMM()l'~"\VF.ALTH OF MASSACHUsms ARTICLF.s OF ORGANu:A.TION (General Laws, Chapter 156B) I hereby certify that, upon examination of these Ankle:. of Organiza- tion, duly submitted to me, it appears that the provisions of the General Laws relative to the organization at corporations have been complied with. 3OJ.l1 ettbY approve said ai1lcleS: and the filing fee in the Wlount of S IV having be , said articles are deemed to have be filed with m~ this .2 day of ~eb 19.ff-. j': Effective date: ~) A TRue cop /I\:TTEST a~.A41; 11. ~~ 9t4-~ WILLI M RANCIS GALVIN SECRET Y THEWMMONWEAlTH DATE ! ~~ . CLERK WILLIAM FRAN as GAL V1N Secretary oj the Commonwealth FUJNG FEE: One l~nth of one percent of the total authorized capital Stock. but not less than $200.00. For the purpose of filing. shares of Stock with a par "aille less than $1.00. or no par stock, sh211 be de...med to have a par ,,";due of S 1 .00 per share TO BE nLLED IN BY CORPORATION Photocopy of document to be sent to: ~lexancier '1'. Bok, Esq. --- Dangel, Don r\ and Fine, L 10 D6rne 8t~c~t, p"o. Rnx 65-----'-" Boston, M:o.Q2.LL4=-.-9.5.Q.. ~-------- l611) 5';)7-4800 Telephone: ---------- The Commonwealth of Massachusettes William Francis Galvin Minimium Fee: $100. Soecial Instructions Secretary of the Commonwealth One Ashburton Place, Boston , Massachusetts 02108-1512 Telephone: (617) 727-9640 :--' ;7;7;7;;,,;-;7;" ::- t:-7:- ;,,-,,--::"::""",:,-".., ,':. "-'---;""-;-'-'-""--':-----;,,:- ::;''--'--,""-,""-":"":"..,..:,,,.::\ iAl1idlesdfAmendment " ':':,..,.::..,:"".:,:..: Federal Identification Number: 000611317 We, ALEXANDER T, BOK, V and ALEXANDER T. BOK, C of EASTERN TELEPHONE, INC,located at: 115 SHAWMUT RD, CANTON MA 02021 certify that these Articles of Amendment affecting articles numbered: (!J Article 1 Article 2 Article 3 Article 4 Article 5 Article 6 of the Articles of Organization where duly adopted at a meeting held on May 07. 2002 by vote of: Num. of Shares Type, Class & Series (if any)Shares Outstanding 000 COMMON 000 ARTICLE I The exact name of the corporation, as amended is: AL TICOMM, INC, ARTICLE II The purpose of the corporation, as amended, is to engage in the following business activities: ARTICLE III As amended, state the total number of shares and par value, if any, of each class of stock which the corporation is authorized to issue: The total presently authorized is: Class of Stock Par Value Per Share Enter 0 if no Par Total Authorized by Articles of Organization of Amendments Total Issued and Outstanding Num of Shares Total Par Value ARTICLE IV If more than one class of stock is authorized, state a distinguishing designation for each class as ameneded, Prior to the issuance of any shares of a class, if shares of another class are outstanding, the corporation must provide a description of the preferences, voting powers, qualifictions, and special or relative rights or privileges of that class and of each other class of which shares are outstanding and of each series then established within each class, ARTICLE V As ameneded the restrictions imposed by the Articles of Organization upon the transfer of shares of stock of any class are: ARTICLE VI As ameneded other lawful provisions for the conduct and regulation of the business and affairs of the corporation, for its voluntary dissolution , or for limiting, defining, or regulating the powers of the corporation , or of its directors or stockholders, or of any class of stockholders: The foregoing amendment(s) will become effective when these Articles of Amendment are filed in accordance with General laws, Chapter 156B, Section 6 unless these articles specify, in accordance with the vote adopting the amendment, a later effective date not more than thirty days after such filing, in which event the amendment will become effective on such later date. SIGNED UNDER THE PENALTIES OF PERJURY, this 22 Day of August, 2002. ALEXANDER T, BOK ALEXANDER T, BOK (92001 Secretary of the Commonwealth of All Rights Reserved ssachusetts -. 12 .. ' 9I4-~ WilLI M FAANCIS GALVIN \ SECRET Y THE COMMONWEALTH , DATE ~ 7 CLERK /l:, ,.G The Commonwealth of Massachusettes William Francis Galvin Minimium Fee: $85. Special Instructions Secretary of the Commonwealth One Ashburton Place, Boston, Massachusetts 02108-1512 Telephone: (617) 727-9640 C""" """"","""","""""""'"",,"",".,..",-,",."...,.""..,..,.."".,.,.",,,.""""""""""""-"""-',"'"""."-".".......,....... """".... !AJ1hLJaIRepql-t2()O1 ...'... ..TT. ... L;,..' ...................,......,..,.............,......."..'. ....'.' ... ..' .~~~~!~" ~"':~1~S~~~~~~j1~~~f,L._ ,,'......." ...r............. .......___...... '......', .... ..,. ............'..'...........,..... Federal Identification Number: 000611317 1. The exact name of the coporation is:EASTERN TELEPHONE, INC. 2a. Location of its principal office in Massachusetts: No. and Street:115 SHAWMUT RO, City or Town:CANTON State: MA Zip: 02021 Country: USA 2b. NOTE: If corporation is organized wholly to do business outside Massachusetts, state location of that office also: No. and Street: City or Town:State:Zip:Country: 3. Name and address of the Resident Agent, if any: Name: No. and Street: City or Town:State:Zip:Country: 4. Date of the end of the last fiscal year was: 12/31/2001 5. Check here if the corporation stock is publicly traded: 6. The capital stock of each class as of the end of its last fiscal year was: Par Value Per Share Total Authorized by Articles of Organization of Total Issued Class of Stock Enter 0 if no Par Amendments and Outstanding Num of Shares Total Par Value Num of Shares CWP $1,000 000,000 7. State the names and addresses of the officers and of all the directors of the corporation, and the date on which the term of office of each expires: (A president, treasurer, clerk, and at least one director are required, Title: CLERK First Name: ALEXANDER Middle Name: T, Expiration of Term: Last Name: BOK Residential Address: 35 MELROSE ST.City: BOSTON State: MA Country: USA Zip: 02116 Title: CHAIRMAN First Name: LAWRENCE Middle Name: B Expiration of Term: until successor is i!~~i1fJame: RASKY Residential Address: 20 BRIDAL PATH City: WESTWOOD Country: USA State: MA Zip: 02090 Title: DIRECTOR First Name: ALLAN Middle Name: K, Expiration of Term: unit! successor is i!~~i1fJame: STERN Residential Address: 65 LINCOLN ROAD City: SHARON Country: USA State: MA Zip: 02067 Title: DIRECTOR First Name: PAUL Middle Name: Expiration of Term: unit! successor is i!~~i1fJame: BARRETT Residential Address: 6 HARVEST MOON DRIVE City: NATICK Country: USA State: MA Zip: 01760 Title: DIRECTOR First Name: WilLIAM Middle Name: Expiration of Term: until successor is i!~~i1fJame: DAVIS Residential Address: 29 GLEN GREEN City: WINCHESTER Country: USA State: MA Zip: 01890 Title: DIRECTOR First Name: ROBERT Middle Name: Expiration of Term: until successor is i!~~i1fJame: STRICKLAND Residential Address: 115 SHAWMUT ROAD City: CANTON Country: USA State: MA Zip: 02021 Title: PRESIDENT First Name: JAMES Middle Name: J, Expiration of Term: Last Name: VANECKO Residential Address: 64 OAK CLIFF RD"City: NEWTON State: MA Country: USA Zip: 02160 Title: CHIEF EXECUTIVE OFFICER First Name: ALLAN Middle Name: K, Expiration of Term: until successor is r!~~t1!Jame: STERN Residential Address: 65 LINCOLN ROAD City: SHARON Country: USA State: MA Zip: 02067 Title: DIRECTOR First Name: ALEXANDER Middle Name: T Expiration of Term: until successor is r!~~t1!Jame: BOK Residential Address: 35 MELROSE STREET City: BOSTON Country: USA State: MA Zip: 02116 Title: DIRECTOR First Name: JAMES Middle Name: J Expiration of Term: until successor is r!~~1!Jame: VANECKO Residential Address: 64 OAK CLIFF ROAD City: NEWTON Country: USA State: MA Zip: 02160 Title: DIRECTOR First Name: S,Middle Name: JAMES Expiration of Term: unit! successor is r!~~t1!Jame: COPPERSMITH Residential Address: 19333 COLLINS AVE City: SUNNY ISLES BEACH Country: USA State: FL Zip: 33160 Title: DIRECTOR First Name: THOMAS Middle Name: Expiration of Term: until successor is r!~~t1!Jame: MARTIN Residential Address: 1818 WASHINGTON STREET City: CANTON Country: USA State: MA Zip: 02021 Title: SENIOR VICE PRESIDENT First Name: PAUL Middle Name: Expiration of Term: until successor is r!~~t1!Jame: BARRETT Residential Address: 6 HARVEST MOON DRIVE City: NATICK Country: USA State: MA Zip: 01760 Title: TREASURER First Name: LAWRENCE Middle Name: B, Expiration of Term: Last Name: RASKY Residential Address: 20 BRIDAL PATH City: WESTWOOD State: MA Country: USA Zip: 02090 Title: DIRECTOR First Name: JOAN Middle Name: T Expiration of Term: until successor is i!~~tEJ.!tame: BOK Residential Address: 53 PINCKNEY STREET City: BOSOTN Country: USA State: MA Zip: 02114 Title: DIRECTOR First Name: JAMES Middle Name: Expiration of Term: until successor is i!~~tEJ.!tame: CRAIN Residential Address: 18 RAVEN LANE City: GLOUCESTER Country: USA State: MA Zip: 01930 Title: VICE PRESIDENT First Name: ALEXANDER Middle Name: 1. Expiration of Term: unit! successor is i!~~tEJ.!tame: BOK Residential Address: 35 MELROSE STREET City: BOSTON Country: USA State: MA Zip: 02116 I, the CLERK the undersigned, of the above-named corporation, in compliance with the General Laws, Chapter 156B, hereby certify that the above information is true and correct as of the dates shown. IN WITNESS WHEREOF AND UNDER PENALTIES OF PERJURY, I hereto sign my name on this 22 Day of August, 2002. (g 2001 Secretary of the Commonwealth of Massachusetts All Rights Reserved A TRUE copy A1Pf"ESl" :;:PI CIS GALVINW\I..L M ~ HE COMMONWEM.IH SECRE1 ~ Or /fl 1-6 ~LERK ~' Qi\TE EXH I BIT B GOOD STANDING CERTIFICATE FROM IDAHO SECRETARY OF STATE tate of Ida h II Office of the Secreta ry of Statell CERTIFICATE OF EXISTENCE AL TICOMM, INC. File Number C-145611 , BEN YSURSA, Secretary of State of the State of Idaho, hereby certify that I am the custodian of the corporation records of this State. I FURTHER CERTIFY That the records of this office show that the above-named corporation was incorporated under the laws of Massachusetts and filed to transact business in Idaho on 26 Sep 2002. I FURTHER CERTIFY That the corporation is in goodstanding on the records of this office. Dated: 15 Jan 2003 SECRETARY OF STATE Authentic Access Idaho Document ( http://www.accessidaho.org/public/portal/authenticate.htm! Tag: bSaeS fSff8d7 4087f9bad4 7 ead9d396ge3eSSt89a93dO3 3 39dO 11 c9fSad7 a 78089bfS44fl e2bc3S6 EXH I BIT C NAMES AND ADDRESSES OF OFFICERS AND DIRECTORS Allan Stern Chief Executive Officer 115 Shawmut Road Canton, MA 02021 Paul Barrett Senior Vice President, Bus, Dev. 115 Shawmut Road Canton, MA 02021 James 1. Vanecko President 115 Shawmut Road Canton, MA 02021 Lawrence Rasky Treasurer/Director 115 Shawmut Road Canton, MA 02021 William Crum Vice President of Finance 115 Shawmut Road Canton, MA 02021 Kathy Hennessy Vice President of Operations 115 Shawmut Road Canton, MA 02021 Alexander Bok Vice President, Clerk 115 Shawmut Road Canton, MA 02021 James Cornblatt Director of Regulatory Affairs 115 Shawmut Road Canton, MA 02021 James Crain Director 115 Shawmut Road Canton, MA 02021 William Davis Director 115 Shawmut Road Canton, MA 02021 James Coppersmith Director 115 Shawmut Road Canton, MA 02021 Thomas Martin Director 115 Shawmut Road Canton, MA 02021 Joan Bok Director 115 Shawmut Road Canton, MA 02021 EXH I BIT D PREVIOUS YEAR-END FINANCIAL STATEMENTS Year-end financial statements for 2002 are not yet available. The financial statements included provide year-end 2001 and September year-to-date 2002 statements. AltiComm. Inc. Balance Sheet Revised December 16, 2002 (US Dollars) (Unaudited: For Management Purposes Only) Full Year 1998 Full Year 1999 Full Year Full Year September YTD2001 2002 Assets: Current Assets: Cash: Warren Bank 43,282 443,577Century Bank 131 934Citizens Bank 30,168 392 332US Trust Bank (AcccuntMoved To Citizens 0112118100)-4,217 Telecom Bank (Account Closed 1216102)10,160 449 465Sovereign Bank (Account Closed 7/31/01)159Fleet Bank (Account Moved To Sovereign On 6117/00)12,975 582Petty Cash Subtotal 12,975 635 41.486 123 574 645 Billed Accounts Receivable 225 67.250 202,538 605,276Unbilled Accrued Accounts Receivable.811 206,236 309.981 349,121Allowance For Doubtful Accounts Receivable 209 Subtotal 036 273,466 512,519 923,186 Prepaid Expenses 24.494 614 354 412 385Employee Advances & Receivables 150 Total Current Assets 975 29,896 384,566 609.147 910 218 Property & Equipment: Equipment 24,547 50,629 767 390 813Software68,500 500 68,500 288 783Furniture & FIxtures 089 10,105 32,666 103,951Leasehold Improvements 181 55.285 Accumulated Depredation: Equipment (Straight line Over 3 Years)-4.091 16,620 37,020 91.774Accumulated Amortization: Software (Straight Line Over:3 Years)11,417 -34,250 57,083 90.431Accumulated Depreciation: Furniture & Fixtures (Straight line Over 7 Years)149 020 -4,075 11,394Accum. Depree,: leasehold Improvements (Slraight Une Over 60 Months)167 591 Total Net Property & Equipment 79,479 77,343 86.768 613,641 Other Assets: Stock Subscriptions 750 150 000Deposits264464 16,334 40,030Goodwill (Related To Acquisition of ServiSense)421 fi71 Total Other Assets 014 157,464 16,334 461 701 Total Assets 12.975 117.389 619,396 712.249 985.560 Total Assets Per Peachtree ~ 12/16/02 12:40 975 117 369 619 396 712.249 985 560Difference AItIComm. loe. Balance Sheet Revised December 16, 2002 (US Dollars) (Unaudited: For Management Purposes Only) Liabilities & Equity: Liabilities: Curront Liabilities: Accounts Payables SIIe! Corrvrission Payables Warren Bank Loan & Drawn Une Of Credit Cilizens Bank Loan & Accrued Inlerest Unearned Phone Ser-.ice Revenue Sales & Excise Taxes Payable: Federal Exci.e Tex MassachuSetts Sales Tax Pennsylvania Sales Tax New Yor!( Stale Sales Tax Colorado Sales Tax Other Siaies Sales Tax Inlerest Payable On Sales Taxes Eslimated Penallies On Salas Taxes Sublo!a! Owed To Deblor In Possession For ServiSonse Convertible Nole Payable to J. Doran (II 8. Convertible Note Payable to T. Martin I!J) 10.0% Nole Payable: Conexus Ii!! 0. Accrued Expenses Currenl Portion of Capllal Lease Notes Payables Loan From Allen Slem Cuslomer Deposlls Total Currenlliabllilies Lang Term Liabilities: Nan CulTent Noles Payable For Capital Leases Total Liabilities Stockowners' Equity: Cammon Siock: $0,01 Par Value Per Share, 3,783,333 Shares Authorized. 1 ,DOO,OOO Issued and Outstanding at Yearend 2000, and 3 486.624 Authorized, 1000.000 Issued end Outstanding at Yearend 2001 and June 30, 2002. Convertible Prererred Series A: $0,10 Par Value Per Share, 105,556 Shares Authorized. Issued and Outstanding. Willi Aggregate Uquldallon Preler- ence Of S475.002.00 Over ComlTOn Stock At Yearend 2000, 2001 and June 30,2002 Convartible Prelerred Series B: SO.10 Par Value Per Share, 111,111 Shares Aulhorized, Issued and Oulstanding, Willi Aggregate liquidation Preler- Of $450.003,60 Over Corrmon Slock & Convertible Prefelred Series A Stock AI Yearend 2000, 2001 and June 30. 2002. Convertible Prefen-ed Series C: $0.10 Par Value Per Share, 296,709 Shares Authorized, and 107,07B Issued and Oul5tandlng Willi Aggregale Liquid- allan Prefarence of 5665 007.90 al Yearend 2001. and 296,709 Issued and Outstanding. with liquidation Preference 0151765007.90 Over Conman Slock and Convertible Prelerred Series A & B SIOCk At June 30. 2002. Corrmon Siock: Additional Paid In Caprtal Converllble Preferred Series A: Additional Paid In Cap/tal Convertible Preferred Series S: Addillonal Paid In Capital Convertible Preferred Series C: Additional Paid In Capital Treasury Stock;m Cosl Sublotal Not Loss From Operations Retained earnings Subtotal Total Capital Total LlabltlU.. & Stocko_n;' Equity Total LlabItlU.. & Equity Per Peachtrea lID 12/16/02 12:40 pm Dlfferenca Full Vear 1998 30,010 30,010 010 17,493 17,500 -34,535 535 17,035 12,975 12.975 Full Vear 88,552 199.063 38,593 48.130 10,000 314 1348 47.1340 432.488 24.291 24.301 -304.865 535 -339,400 -315099 117,389 117,389 Page 2. Full Year 2000 Full Year September YTD 417.401 300 089 244 16,336 9.486 309 25,872 102.261 25.604 45,913 8.000 283 925.429 18,905 944.334 10,000 10.556 111 14,301 464,446 438 993 949,306 934.845 339,400 274,245 324938 819,398 619.396 725,174 449,373 819 57.879 046 046 86,024 110,378 26.493 98,122 21,591 6,000 946 527 921 25.612 553,533 10,000 10.556 11,111 10,708 301 464446 438 893 654,300 614.314 181.363 274,245 -2.455,598 -341,284 712,249 712,249 886 930 177 510.974 009 215953 520 180 26,117 029 32.916 853 189 399.735 73.517 117,269 502 22,000 269893 110 366 414 507.787 202 550,989 10,000 556 11,111 29,671 301 4134,449 438,893 725,337 786 703,549 813,380 455,598 -4,268.978 -1,565,429 995.550 995,560 AltiComm, Inc. Income Statement Revised December 16, 2002 (U. S. Dollars) (Unaudited: For Management Purposes Only) Full Year Full Year Full Year Full Year September YTD Sept. 2002 YTD Cumulative 1998 1999 2000 2001 2002 Of Revenue Total Revenues: Eastern Telephone: Eastern Telephone Service Revenue 735 504 487 179 648 967 2S7 21.2"10 659 158 Eastern Telephone Consulting Revenue 000 0"10 000 Subtotal 735 504 487 217 648 967 287 21.2"10 697 158 ServiSense: ServiSense Telephone Service Revenue 595 424 788"10 595 424 ServiSense Other Income 380 00%380 Subtotal 595 804 78,595 804 Cellular LD Phone Revenue 2,241 0"10 241 Total Revenue 735 504 487 217 648 555.333 100,295 203 Cost Of Services & Goods Provided: Eastern Telephone: Eastern Telephone Phone Services 521 388 892 854 B81 770,368 18.021 642 Eastern Telephone Phone Revenue Sharing 6,000 17,965 601 624 121 190 Eastern Telephone COGS Tech Servlc~...525 525 Eastern Telephone COGS Phone Order Verify 422 914 210 546 Subtotal 13,521 407 279 925 901 805,202 17.151,903 ServlSense: ServlSense Telephone Service 611,420 61.81\,420 ServiSense COGS Tech Services 38,345 8"10 38,345 Silel Commission COGS 177 177 Subtotal 851,943 e2.85\,943 Cellular LD 316 316 Total Cost Of Services & Goods Provided 13,521 407.279 925 901 6e5 460 80.0\2.16\ Gross Margin Pront or (Loss): Eastern Telephone 7B5 97.208 291 747 162,OB5 545,255 ServlSense 743.862 16.743862 Cellular LD -6,074 ..(). -6,074 Total Gross Margin or (Loss)7B5 97.208 291 747 899,873 19.283,042 Gross Margin Percentage of Total Revenue: Eastern Telephone NIA 74,19.24.18.20. ServlSensB NIA N/A N/A NIA 20,20. CeBular LD NIA N/A N/A NIA -271.271, Total Gross Margin or (Loss)NIA -74,19.24.19.20, AltiComm, Inc. Income Statement Page 2. Revised December 16, 2002 (U. S. Dollars) (Unaudited: For Management Purposes Only) Full Vear Full Vear Full Vear Full Vear September YTO Sept. 2002 YTD Cumulative 2002 % Of Revenue !2!i!!Expenses (Sorted By Cumulative Tolols): Staff ComponsaUon: Salaries 66,635 256,176 607,934 117.195 24.049.942Payroll Taxes 989 570 49,398 100,229 17B.186 Health & Dental Insurance 384 16,675 891 47.078 106,029 Sublotal 008 295,423 694,223 264.502 27.334,155 ServiSense Bad Debl Writeoffs 310,973 370 973 Advertising, PR & Design 18,000 37,895 164,991 111 455 438 04%352 777 Direol Mail 43,573 206,501 72,326 10,666 02%335,057 Legal Fees 12,282 28,051 120 056 133,605 294 006 Phone Services 17,829 59,277 75,117 89,189 242,412 Interest Expense (Net of Inleresllnoome)10,756 43,941 71,243 115,715 241,656 Consultants 031 271 17,801 131 562 217,664 Rent 900 520 517 113 79,013 208,064 Office Supplies 017 17.046 799 869 085 119,815 ServiSense Bill Process Services 109 243 24%109 243 Depreciation Expenses 240 13,400 23,454 B2,O73 103,168 Amortization Expenses 417 833 24,976 40.772 99,999 Software Repairs & Maintenance 097 31,220 63,217 96,534 Eastern Telephone Bad Debl Wrileoffs 47,368 303 64,671 , ' Dues & Subscripllons 894 005 068 12,191 54,156 Tmvel 014 066 970 727 17.707 0.4%36,454 ACtounllng' Audit Fees 16,851 18,764 4'10 35,615 Postage 398 968 996 14.229 3"'.678 Meals & Entertainmenl 939 794 145 319 16,407 31,604 Bank Fees 295 467 219 599 5'10 31,604 Other Repairs & Malnlenance 874 113 909 22.896 Erneil! Network & Ulililies 376 876 363 158 773 5ervlSense CoIleclicn Fees 13.737 737 Tax Penalty Expenses 13,016 016 Office Printing 294 408 2,474 708 865 Business Insuranoe 387 206 107 135 1'10 11,834 Eastern Telephone Bill Process Sarvlces 676 676 Training & Recruiting 544 194 520 0'10 258 DonaUons 060 BOO 735 Slate Income' ExcIse Taxes & Fees (Excludes Sales)541 169 937 0'10 733 Payroll Servlc:e 280 645 750 853 00/.528 Olher Expenses 552 577 242 478 754 3'10 603 TOIaI Expense.34,535 299.080 032.053 473.100 713,252 59,S52,O20 HetOperaUnll Loss 34,535 -304 865 -034.545 181,353 813,380 39.-4,268,978 TOIaI Net Los. Per Peachtree ~ 12/16102 12:40 pm -34,535 304,865 934 845 181 353 .1,813,380 39,-4,268,978 Difference Net OperaUng Loll Per Common Share: Nel Operating La.. Before ExtraordInary Ilelll8 .o.O3 '().30 .(). -427 Extraordinary Ilel1\l Total Het Lo..-11.-o.00.-1.-4.27 AIUComm, In..Slalamenl Of Changas To Siockown...' equityPropal8l1 DecarnINIr 18, 2002 (U. S. Dollars)(Unauilited: For Mana\lllnlllli Purposes Onl1) Common 81Mk:PralllrncI_1 II:.Pn_:i8r1ull:PnllllllllilrlolC:TOIo'TCIIOI TI8I11111/c.m....... I T.UIp.r ""IC SIIbI",", I Pol .\PIC SuIoIoIIII P.,APIC Subtlllol I Pol .\PIC a_I P.,APIC SlDok Talal L...-"""".:II2MI,""......Ai"""."""" "..,".... . I . I 17.413 "....".... ""-"'811 . I . 1 . I ,",.as I ............... "'""11M ".... 17""D I ---..:s;;-----;)ii3S I---:r;:iiii" -....--..""...., "-...AlIO."..""IZ$,OO '...,....,.... 0_""'-_"""'100,........AlIO.....F"IZ$,OO ... ... . I ......--....", """" ",........IO.",..F,,"'. ,..,..,.. 7'" 0_""""""'"""""",.""'."."0' o. F.12'32 ..'"....,..,,...,... 0-_""""-"""21""'.",......,""P.'""",1.1'" ,...".......,... ""'... n ,",, ,...."" 0 'm".." """ 21'01 ,'...' "JO'-3211.'00 U .;"., OSO o-~,~""""""""""", "'. 000"...."0"" "'" -II"" ,..."" "".......;,........ "'2/00."'"......... ",P.,."" ..."'" ,~ooo ... ...... """" 000 'I ..............,..." "',.... ......,....".. lOP."""'" ... 20.000 ..."...."'" 000 ""..........,....."""'. "IMnOh..."""'P",.""I:U ,~OOO ,.., nJJJ """"..... ..".,..So",""""""."", "Sho...."""...."....111 ",","",., "'. 149 ".'" 27~000 ..".,..,....,.......""". """"",,""'IO'.F."..,SO 21.,~OOO ... IS'"25000 ..oIm""""""'" '/GO,""""'.u"""'P..'."" ""-"""."",-, 1.111 ...., 50""!S'SO..,"'00. ..".,...-......"".... "~"""",,,""'P.F.""'-""'.""'-1 "'".. JDO. "" "'"""...""'.......................""""'. '57.DlSho..', " "PoF""."'DI "".. "0""101 ",..., 'SO. """... ""'-'in2000 0 I --"., "".RI' I....,.... '213""'" """ "',JO"-;O;;- I ..............". 002 11,111 "'..., '5O'" ,", 'Ir""OI.'"'27."". ...,....,. AJIICamm, lae. Statement Of ChanllH To Siockownirs' equity Poge 2.Prepared DtCllllbor tl. 2002 (U. s. DDllars)(Unaudited: For M;&aollllment Purposes Only) C........ Stock:Pn_&IIrIoo'"Pnlonod"""II:pn.."'" ,",In c:'018',...1 '- _u.. I ,.tolP.,APe 5""_,P.,APIe 8_11 Po,APIC P.,APIe ,.....101 P.,AP'IC Sfoot ,..., L...I J!I!!!!x... ""'......... c, """'... """. "-"""""""..P.",,,.ZI 0 I '...'...... SO... I ,.... ................ .."..,.......C, """"""""'.III, ......... AI"" P.,.. so.0 I ..... ..... I 'If 10...'0- ""'....._c, """"""""", '~'UI" """,.AI"."P."",. "'....... 25.000 I .., ...... os..."""0 ""","""'C""""7"""'32'O~7"'" AI"." P.,.. ... ,.,...... "'.... I ,.' ......"'...."'... """"""""C""""712"". """"'" ,,$0'0 p.,.. ...0"""""""'.""_'0 I 50' "'-"" "DOJ' .., "'.JO' "'.""'"" ""","--CI""""""_','0""'"""" "P..,..""" U'O "', 700 "', 000'.,.0 700 ............ p,"","'....CISoId""mlOl, '0""" """""'0'.'.."'" "...........,, """ ""'0 Fo"..."""'"""""""""eo".. 'ft." AI'" ".. ,...."..,,"'..,...,... "'87 ""","'" P",.........C"""'""""'77..5'.""""..-"""0 I ".""".."", OlIO I ,..,""'"...... ,..oco .."..,....-., """""". 'O'Z"Sn..AI" ",.","23 0 I ",'"....."..."... 15000 "",,"'S...."...""""" """""" At 10 10..'....", I""""'.' 55" ,~..... ,-, 0 I '-025 ,- """...,... "",,""""02""""""""". ". " 'ft"."" "P.'""", ",., 25000 I 555 ,... " GOO NeIL.. "ZOO,'I 'OIJ" ,, 1013" ,....,..... """'0' ".... "'0' ",., '0. ......, 415.00" '1.1" "'. OSJ 4""""'OIl ""'""'. 000 I "'" 1.07"",0 I ,.."" 1"'" n ""2" AIUComm, Ine.S"",."""," Of Changas To $tOcllownlrs' Equity PaDo 3,P"",a!lld Deeornber 18. 21102 (U. S. Dollm) (Unllldilld: FarM8nll/lDllnt PUI)ICIS8S Onl)') a\OClC P,._So....",P..- Sorlu B:Pn_80rluC:Totol T...'T_I C""""" 1 T...IPOI'APIC alibi.... I P..APIC a_II P..N'-';a_II Po.N'IC aublolol P..N'IC Toto'L...I-!!I!!!!L.",,_.....e....... 'n.....-.0"""""""""""'"0 I ... ...... 0$,000 I ... ..,., 0$,000........_e........-.."""'."""""'OP.'"". ,," . I . I ...,. ,oo.... _, "'10 ,OO...,"ClI""--C2"""""-"2, ....... ............... ,..",. , I ""' ......"'...""'"..... ""-""'C2"".,n...~:I2.I1..........,UO'.'..II., I 2.2fZ IZ1"':IO.DOO ,.202 '...... '0,000",......o...c,......"".,....."......,10'0'."""". ....."'. Olt '50.000 '"' "'~11 "".000 350.CIOCI "'...........c,...........,..:Mu......AI" lOP.,.... '" ...".......... .:IS ...., 2S.'" .,...... 5.... e, SOU" YJIO' ",". JOSh...AlIo,o'.,..SS."280 100,000 ".. .."'" 00""100. "',,"...S.,.. CZ S" ."""2,""" s.... AI" ",.,. "r..50.000 "". SQ.OOO SO, "",....s....e2"""3I1&'~"...O"""_A."",.,.",,,0 I ':ut.'UI. ,..... 1."5 13...IS"'"15.'110 "",......,..e2""':!I2IIDZ"""""".""""'.'.55'" .."'" 100,000 .....,""'" ""L...~J~.._J-.2002 0 I 10". '" , '10'.'" '"'~,.... """'" 10""..:ut, """........ "'.002 IUtI ,:II'"'50. "'. In ,. """,""'" .,m ....,. """ ".1..,.' "'013 c........ s"'" "......... '" "'202.3S""""-~""..'."'2 7... "",L..."J""""""...........ZOO,7",690" '".... Sub""", a """0"10""14)01 "'" to. ...."'. "6.002 I 11111 ."".... '5O""zg~" m.,","'000 61.'" 2. """,...""...~...."., t.... ,.., , AltiComm. Inc. Statement Of Changes To Cash Flow (Indirect Method) Prepared December 16, 2002 (U. S. Dollars) (Unaudited: For Management Purposes Only) Full Year Full Year Full Year Full Year September YTD Cumulative 1998 j999 2001 Total Cash Flows From Operating Activities: Net Operating Loss 535 304,865 -934 845 181 353 813380 268,978 Adjustments To Reconcile Net Operating Loss to Net Cash Provided By Operations: Plus Increase In Unearned Phone SeNlce Revenue 009 85,009 Less Increase In Billed Accounls Receivable 225 -66 025 135.288 -402,737 -605 276 Less Increase In Unbmed Accrued Accounts R.eceivable 811 -199,427 103.743 39,140 349 121 Plus Increase In Allowance For Doubtful Accounts Receivables 31,209 31,209 Less Increase Or Plus Decrease In Prepaid EKpenses 494 -45 119 260 363 031 412,365 Less Increase or Plus Decrease in Employee Receivables 1SO 150 Less Increase Or Plus Decreese In Stock Subscriptions 750 149,250 ISOOOO Less Increase In Deposits 264 200 870 695 -40 030 Add Back Depreciation Of Equipment 091 529 20,399 754 774 Add Back Amortlzallon Of Software 417 633 22,833 348 431 Add Back Depreciation Of Furniture & Fiodures 149 871 055 319 394 Add Back Depreciation Of Leashold Improvements 167 7,424 591 Plus Increase InA=unls Payable 30,010 543 328 849 307 773 161 756 886 930 Plus Increase In Sitel Commission Payables 177 177 Plus Increase In Sales Tues Payables 309 563 152 313 712 399 735 Plus Increase Or Less Decrease In Accl\Jed Expenses 593 -12 989 62,518 181,771 269 893 Plus Increase In Customer Deposits 283 663 468 414 Total Adjustments 30,010 72,556 -82,081 401 768 050 493 2,472 747 Net Cash Used By Operations -4,525 232,309 018 928 779 565 237 113 796 231 Cash Flows From Investing Acrivitles: Proceeds From: Due To Debtor In Possession For ServlSense 73,517 73,517 Subtotal 73,517 73.517 Used For: Purchase Of Equipment -24 547 -26 082 138 319 047 390.813 Purchase Of Software 058.500 198,283 -288 783 Purchase Of Furnilure & Fixtures -2,089 016 22.560 285 103 951 Purchase Of Leasehold Improvements 181 -41 104 -55,285 Purchase Of Goodwill Related To ServlSense Acquisition -421 671 -421 671 Subtotal -95,136 -34,098 57.879 -1.051.389 -1.238,502 Net Cash Used For Investing ActivitIes -95,136 -34.098 57,879 -977,872 164.985 AltiComm, Inc. Statement Of Changes To Cash Flow (Indirect Method)Page 2. Prepared December 16, 2002 (U. S. Dollars) (Unaudited: For Management Purposes Only) Full Year Full Year Full Year Full Year September YTD Cumulative 1ii!1999 2002 I2!a! Cash Flows From Financing Activities: Proceeds From: Warren Bank Loan & Drawn Uno Of Credit 449 373 601 510 974 Citizens Bank Loan & Accrued Interest 199 063 101 025 288 270 11.819 Convertible Note Payable To J Doran em 8.102,267 111 891 117,269 Convertible Note Payabie To T, Martin CB110.493 009 28,502 Convertible Note Payable To Conexus CB1 0.22,000 22,000 Loan From Allen Stern 10,000 000 OOO Current Portion Of Capita! Lease Notes Payables 4B,130 217 322 775 110.366 Non Current Noles Payable For Capital Leases 47,840 28,935 707 589 43.202 Sale Of Common Shares (Par & APIC)500 801 301 Sale Of Preferred Series A Shares (Par & APIC)475 002 475.002 Sale Of Preferred Series B Shares (Par & APIC)450 004 450,004 Sale Of Preferred Series C Shares (Par & APIC)665,008 090 000 755 OOB Subtotal 500 311 835 095 145 843,101 289 046 536 627 Used For: Repurchase Of Common Stock em Cost 786 766 Subtotal 766 766 Net Cash Proceeds From Financing Activities 17,500 311,835 095,145 843 101 268 281 535,861 Net Increase Or (Decrease) In Cash 12,975 610 44,122 637 527 522 574.645 Summary: Ending Cash For Each Period 12,975 635 41,486 47.123 574 645 574,645 Less Beginning Cash For Each Period 975 635 486 47,123 Net Increase Or (Decrease) in Cash For Each Period 12.975 -15,810 122 637 527 522 574.645 Supplemental Disclosure: Cash Payments: Inl,,'es\ Expenses (Net of Interest Income)10,756 41,670 639 42,267 156,332 Income Taxes (includes Massachusetts Excise Tax)458 004 480 Significant Non Cash Transactions: On 1/31/02, the Company Issued 22,616.56 shares of Senes C Convertible Preferred Stock 81$0.10 Par Value and a Purchase Price 01 $5.748 Per Shore in Return For Settling Some of its Accounts Payable Owed To the Rasky / Baertein Group.130,000 On 2/1/02, the Company Issued 60 890.74 shares of Series C Convertible Preferred Stock at $0.10 Par Value and a Purchase Price 01 $5.748 Per Share As Part of its AcquIslUon oflhe Assets of ServlSenSB In bankruptcy proceedings.350,000 EXH I BIT E PROPOSED INITIAL TARIFF (Diskette Containing Tariff Also Enclosed) Alticomm, Inc.Idaho P.C. No. Original Sheet 1 Local Exchao2e Services ALTICOMM, INC. 115 Shawmut Road Canton, MA 02021 Ph. (781) 989-4500 or 1-866-282-4200 (toll free) Schedule of GENERAL REGULATIONS FOR EXCHANGE SERVICES Applying to the Local Exchange Services and Facilities of this Company in the State of Idaho Issued:January 21 , 2003 By:James Comblatt, Director of Regulatory Affairs Alticomm, Inc. 115 Shawmut Road Canton, Massachusetts 02021 AIticomm, Inc.laaho P.C. No. Original Sheet 2 Local Exchao2e Services CHECK SHEET All sheets of this tariff are effective as ofthe date shown at the bottom of the respective sheet(s). Original and revised sheets as named below comprise all changes from the original tariff and are currently in effect as of the date on the bottom of this page. Sheet Revision Sheet Revision Original Original Original Original Original Original Original Original Original Original Original Original Original Original Original Original Original Original Original Original Original Original Original Original Original Original Original Original Original Original Original Original Original Original Issued:January 21 , 2003 By:James Comblatt, Director of Regulatory Affairs Alticomm, Inc. 115 Shawmut Road Canton, Massachusetts 02021 AIticomm, Inc. Local Exchao2e Services TABLE OF CONTENTS Title Sheet......,....................................................... Check Sheet.......................................................... Table of Contents.................................,.................. Application of Price List ........................................ Explanation of Symbols, Reference Marks & Abbreviation of Technical Terms ........................... Contact Information...................................,.,........., Section 1: Definitions............................................. Section 2: Rules and Regulations........................... Section 3: Description of Service........................... Section 4: Rates and Charges................................. laaho P.C. No. Original Sheet 3 Issued:January 21 2003 By:James Comblatt, Director of Regulatory Affairs Alticomm, Inc. 115 Shawmut Road Canton, Massachusetts 02021 Alticomm, Inc.Iaaho P.D.C. No. Original Sheet 4 Local Exchange Services APPLICATION OF PRICE LIST Alticomm, Inc (hereinafter "The Company ) has been authorized by the Idaho Public Utilities Commission (Idaho puq to provide competitive local exchange and interexchange services. This price list sets forth the service offerings, rates, tenns and conditions applicable to the furnishing of local exchange services to residential and business customers within the service areas of Qwest and Verizon. The rates and rules contained herein are subject to change pursuant to the rules and regulations of the Idaho PUC. Issued:January 21 , 2003 By:James Cornblatt, Director of Regulatory Affairs Alticomm, Inc. 115 Shawmut Road Canton, Massachusetts 02021 Alticomm, Inc.laaho P.u.C. No. Original Sheet 5 Local Exchange Services EXPLANATION OF SYMBOLS. REFERENCE MARKS. AND ABBREVIATIONS OF TECHNICAL TERMS USED IN THIS PRICE LIST Svmbols:The following symbols shall be used as set out below to describe specific changes made to the original price list. C -Indicates a changed listing, rule, or condition, which may affect rates or charges Indicates discontinued material, including a listing, rate, rule or condition Indicates an increase Indicates that the material has been relocated to another part of price list schedules with no change in text, rate, rule or condition N -Indicates new material including listing, rate, rule or condition Indicates a reduction S -Indicates reissued matter Indicates a change in wording of text, but not a change in rate rule or condition. Abbreviations of Technical Terms: LATA - Local Access Transport Area LEC - Local Exchange Carrier MTS - Message Toll Service PBX - Private Branch Exchange SAL - Special Access Line Issued:January 21 , 2003 By:James Comblatt, Director of Regulatory Affairs Alticomm, Inc. 115 Shawmut Road Canton, Massachusetts 02021 Alticomm, Inc.laaho P.D.C. No. Original Sheet 6 Local Exchan2e Services CONTACT INFORMATION Customer Contact: For establishment of service, complaints and inquiries regarding service and billing, or reporting or inquiring about network outages or service problems. Customer Service Department Alticomm, Inc. 115 Shawmut Road Canton, MA 02021 Ph. (781) 989-4500 Fx. (781) 989-4512 Customer Service: 1-866-282-4200 (toll free) Maintenance: 1-866-282-4200 (toll free) Commission Contact: For complaints, inquiries and matters concerning rates and price lists. Matters concerning customer service: Kathryn Hennessy, Vice President of Operations Alticomm, Inc. 115 Shawmut Road Canton, MA 02021 Ph. (781) 989-4500; Ext. 202 Fx. (781) 989-4512 Mail: kathv .hennessv0)east -tel. com Matters concerning tariffs and regulatory affairs: James Cornb1att, Director of Regulatory Affairs Alticomm, Inc. 115 Shawmut Road Canton, MA 02021 Ph. (781) 989-4500; Ext. 165 Fx. (781) 989-4512 Mail: iim.cornblatt~east-tel.com Issued:January 21 , 2003 By:James Cornblatt, Director of Regulatory Affairs Alticomm, Inc. 115 Shawmut Road Canton, Massachusetts 02021 Alticomm, Inc.laaho P.u.C. No. Original Sheet 7 Local Exchange Services SECTION 1 - DEFINITIONS 1.1 Definitions: Access Lines - Telephone facilites which permit access to and from the Customer s premises and the telephone exchange or serving central office. Application for Service - A standard order form which includes all pertinent billing, technical and other descriptive information which will enable the carrier to provide the communication service as required. Authorized User - A person, firm, corporation, or other entity authorized by the Company to be connected to the service of the Customer or joint user. Basic Rate Area - A specific geographic area, within which the schedule rates for local exchange service apply without exchange line mileage and without special rates in lieu of mileage. Cancellation of Order - A customer-initiated request to discontinue processing a service order either in part or in its entirety, prior to its completion. Carrier - Alticomm, Inc., unless specifically stated otherwise. Central Office - Facilities where subscriber lines are connected to each other through switching equipment for placing local and long distance telephone calls. Companv - Alticomm, Inc., also referred to as "Carrier. Completed Calls - Completed calls are calls answered on the distance end. In the event a customer is charged for an incomplete call, the Company will issue a credit to the customer upon request. Customer or Subscriber - The person, fInn, corporation, or other entity which orders or uses service and is responsible by law for payment for communication service from the telephone utility . Customer Provided Equipment - Terminal equipment provided by a customer. Dav Rate Period - 8:00 a.m. through 4:59 p., Monday through Friday. Disconnect - The disabling of circuitry preventing outgoing and incoming toll communication service provided by Carrier. Issued:January 21 , 2003 By:James Comblatt, Director of Regulatory Affairs Alticomm, Inc. 115 Shawmut Road Canton, Massachusetts 02021 AIticomm, Inc.laaho P.C. No. Original Sheet 8 Local Exchao2e Services 1.1 Definitions: (continued) Due Date - The last day for payment without unpaid amounts being subject to a late payment charge. Evening Rate Period - 5:00 p.m. through 10:59 p., Sunday through Friday. Holidays - Carrier s recognized holidays are New Year s Day, Memorial Day, Independence Day, Labor Day, Thanksgiving Day and Christmas Day. NightlWeekend Rate Period - 11 :00 p.m. through 7:59 a., everyday; 8:00 a.m. through 10:59 m. Saturday; and 8:00 a.m. through 4:59 p.m. Sunday. Nonlisted Service - A directory listing service wherein a Customer is not listed in the published directory, but is listed in the directory assistance database. Nonpublished Service - A directory listing service wherein a Customer is not listed in the published directory or in the directory assistance database. Nonnal Business Hours - 8:00 a.m. to 5:00 p., Monday through Friday, excluding holidays. Premises - The space occupied by an individual customer in a building, in adjoining buildings occupied entirely by that customer, or on contiguous property occupied by the customer separated only by a public thoroughfare, a railroad right of way or a natural barrier. PUC - The Idaho Public Utilities Commission. Recurring Charges - The charges to a Customer for services, facilities and equipment, which recur monthly for the agreed upon duration of the service. Tenninal Equipment - All telephone instruments, including pay telephone equipment, the common equipment of large and small key and PBX systems and other devices and apparatus and associated wiring, which are intended to be connected electrically, acoustically or inductively to the telecommunication system of the telephone utility. Issued:January 21 , 2003 By:James Comblatt, Director of Regulatory Affairs Alticomm, Inc. 115 Shawmut Road Canton, Massachusetts 02021 AIticomm, Inc.laaho P.C. No. Original Sheet 9 Local Exchange Services SECTION 2 - RULES AND REGULATIONS Undertaking of the Company 1.1 Scope 1 The Company undertakes to furnish local exchange communications service pursuant to the tenus of this price list. 1.1.2 The services offered herein may be used for any lawful purpose. There are no restrictions on sharing orresale of the Company s services. However, the Customer remains liable for all obligations under this price list even if such sharing or resale arrangements exist regardless of the Company s knowledge of these arrangements. If service is jointly ordered by more than one Customer each is jointly and severally liable for all obligations. 1.3 The services the Company offers shall not be used for any unlawful purposes or for any use for which the Customer has not obtained all required governmental approvals, authorizations, licenses, consents and pennits. 1.4 Company services may be connected to the services or facilities of other communications carriers only when authorized by and in accordance with the tenus and conditions of any price list of such other communications carrier. 1.1.5 The services of the Company are furnished for the transmission of voice communications but may also be used for data, facsimile, signaling, metering, or other similar communications, subject to the transmission capabilities of the technologies or combination of technologies available. Service is available twenty-four hours a day, seven days a week. Shortage of Equipment or Facilities 2.2.The furnishing of service under this price list is subject to the availability on a continuing basis of all facilities necessary to provide the service. Services will be provided using resale of other carrier facilities. Issued:January 21 2003 By:James Cornblatt, Director of Regulatory Affairs Alticomm, Inc. 115 Shawmut Road Canton, Massachusetts 02021 Alticomm, Inc. 2.3 2.4 Iaaho P.C. No. Original Sheet 10 Local Exchao2e Services Selection of Transmission The Company selects and/or arranges for the channels and/or service components and underlying network facilities used to provide service. The Company may modify or change the channels service components and underlying Company facilities or the underlying carrier at any time subject to Part 68 of the FCC's Rules and Regulations and this price list. Notification of Service-Affecting Activities The Company will provide the Customer with reasonable notification of service-affecting activities that may occur during the normal operation of its business. Such activities may include, but are not limited to, equipment or facilities additions, removals or rearrangements and routine preventive maintenance. Generally, such activities are not specific to an individual Customer, but affect many Customer s services. No specific advance notification period is applicable to all service-affecting activities. The Company will work cooperatively with the Customer to determine reasonable notification requirements. Notification to the Customer may not be possible with some emergency or unplanned service-affecting conditions, such as an outage resulting from cable damage. Provision of Eguipment and Facilities The Company shall make a reasonable effort to provide service to a Customer on or before a particular date, subject to the provisions of and compliance by the Customer with the regulations contained in this price list. 5.2 The Company shall make a reasonable effort to maintain facilities that it furnishes to the Customer. The Customer shall not, and the Customer shall not permit others to rearrange, disconnect, remove, attempt to repair or otherwise interfere with any of the facilities installed by the Company, except upon the written consent of the Company. Terms and Conditions Service is provided on a minimum term basis of at least one month, using 24-hours per day for each day ofthe month. For purposes of this price list, a month is considered to have thirty days. All calculations of dates set forth in this price list shall be based on calendar days, unless otherwise specified herein. This price list shall be interpreted and governed by the laws of the State of Idaho and the Rules issued by the Idaho Public Utilities Commission. Issued:January 21 , 2003 By:James Cornblatt, Director of Regulatory Affairs Alticomm, Inc. 115 Shawmut Road Canton, Massachusetts 02021 AIticomm, Inc.Iaaho P.C. No. Original Sheet 11 Local Exchao2e Services Non-routine Installation and Special Construction Non-routine Installation At the Customer s request, installation and/or maintenance may be performed outside the Company s regular business hours or in hazardous locations. In such cases, charges based on cost of the actual labor, material, or other costs incurred by or charged to the Company will apply. Special Construction Subject to the agreement of the Company, special construction of facilities may be undertaken on a reasonable effort basis at the request of the Customer. Special construction may include that construction undertaken: (a) where facilities are not presently available; (b) of a type other than that which the Company would normally utilize in the furnishing of service; (c) over a route other than that which the Company would normally utilize in the furnishing of its services; (d) in a quantity greater than that which the Company would normally utilize in the furnishing of its services; (e) on an expedited basis; (f) on a temporary basis until permanent facilities are available; (g) involving abnormal costs; or (h) in advance of normal construction. Special construction will be undertaken at the discretion of the Company consistent with budgetary responsibilities and consideration for the effect on Company s other Customers and contractual responsibilities. 7.3 If required by the Company, the Customer shall make an advance payment before services are furnished and such advance payment will be credited to the Customer s initial bill. The Company may require such an advance payment, in addition to a deposit, when additional costs are incurred to perform special or extraordinary construction to provide services required by the customer. Issued:January 21 2003 By:James Cornblatt, Director of Regulatory Affairs Alticomm, Inc. 115 Shawmut Road Canton, Massachusetts 02021 Alticomm, Inc.Iaaho P.C. No. Original Sheet 12 Local Exchao2e Services Ownership of Facilities Title to all facilities and equipment, and related plans and proposals, provided by the Company in furnishing service remains with the Company, its agents or contractors. Such facilities and equipment, plans and proposals shall be returned to the Company by the Customer whenever requested, within a reasonable period following the request and in as good condition as reasonable wear will pennit. Rights-of- W av Privisioning ofthe Company s services is subject to and contingent upon the Company s ability to obtain and maintain rights-of-way and access to public and private property necessary for installation of the facilities used to provide the Company s services to the Customer s service point as agreed to by the Company. Liability 10.Exculpatory Clause THE INCLUDED EXCULPATORY LANGUAGE DOES NOT CONSTITUTE A DETERMINATION BY THE COMMISSION THAT A LIMITATION OF LIABILITY IMPOSED BY THE COMPANY SHOULD BE UPHELD IN A COURT OF LAW. ACCEPTANCE FOR FILING BY THE COMMISSION RECOGNIZES TIlAT IT IS A COURT'S RESPONSIBILITY TO ADJUDICATE NEGLIGENCE AND CONSEQUENTIAL DAMAGE CLAIMS. IT IS ALSO THE COURT'S RESPONSIBILITY TO DETERMINE TIIE VALIDITY OF TIIE EXCULPATORY CLAUSE. 10.2 Liability ofthe Companv The Company shall not be liable to any person, fmn or entity for damages either direct, indirect, consequential, special, incidental, actual, punitive, or for any other damages or lost profits arising out of mistakes, accidents, errors omissions, interruptions, delays or defects in transmissions and not caused by the negligence of the carrier, commencing upon activation of service and in no event exceeding an amount equivalent to the proportionate charge to the customer for the period of service during which mistakes, accidents, errors, omissions interruptions, delays or defects in transmission occurred. The Company makes no warranty, whether express, implied or statutory, as to the description, quality, merchantability, completeness or fitness for any purpose of the service or local access, or as to any other matter, all of which warranties by Carrier are hereby excluded and disclaimed. Issued:January 21 , 2003 By:James Cornblatt, Director of Regulatory Affairs Alticomm, Inc. 115 Shawmut Road Canton, Massachusetts 02021 Alticomm, Inc.laaho P.u.C. No. Original Sheet 13 Local Exchange Services Indemnification 11.1 The Company, at its own expense, will indemnify the customer and hold it hannless in respect to any and all loss, damage, liability or expense asserted against the customer by a third party on account of any property damage or personal injury caused by any negligence or willful misconduct of Carrier or its agents or representatives arising out of perfonnance by Carrier of any testing or other activities on the customer s premises pursuant to this tariff. Carrier s obligations under the immediately preceding sentence shall be subject to the customer s full perfonnance of this tariff and subject further to the customer s duty to take reasonable precautions in the location, construction, maintenance and operation of all activities, facilities and equipment for the protection against hazard or injury and to not interfere with the services provided by Carrier. 11.Carrier shall be indemnified and held hannless by the customer against: Claims for libel, slander, infringement of copyright or patent infringement unauthorized use of any trademark, trade name or service mark arising out of the material, data infonnation, or other content transmitted over the carrier facilities; and All other claims arising out of any act or omission by the customer in connection with any service provided by Carrier. Conflicts Between Price List and Commission Rules If this Price List contains provisions that deny or restrict a Customer s rights otherwise protected by Commission rules, Commission rules supersede any conflicting tariff or price list provisions that deny or restrict any of those rights, unless otherwise ordered by the Commission, court order, or statute. Allowances for Interruptions in Service A credit allowance will be given for interruptions of service, subject to the provisions of this section. 13.Credit for Service Interruptions A credit allowance will be made when an interruption in service occurs. An interruption in service is considered to exist when the local service quality deteriorates to such an extent that the customer cannot make local calls or cannot receive local calls or cannot use the service for voice grade communications because of cross talk, static or other transmission problem. Issued:January 21 , 2003 By:James Comblatt, Director of Regulatory Affairs Alticomm, Inc. 115 Shawmut Road Canton, Massachusetts 02021 AIticomm, Inc.Idaho P.C. No. Original Sheet 14 Local Exchange Services Allowances for Interruptions in Service (contd. 13.Credit for Service Interruptions (contd. An interruption period begins when the Customer reports a circuit, service or facility to be interrupted and releases it for testing. 13.1.1 13.1.2 13.1.3 13.1.4 The Company must restore service: within sixteen (16) hours after the report of the outage if the customer notifies the telephone company that the service outage creates an emergency; or Within 24 hours after the report of the outage if no emergency exists. Outages reported between noon on Saturday and 6:00 p.m. on the following Sunday must be restored within forty-eight (48) hours or by 6:00 p.m. on the following Monday, whichever is sooner. If the Company does not restore service within the times required by this paragraph, the Company will credit the customer s account for an amount equal to the monthly rate for one (1) month of basic local exchange service. 13.Limitations on Allowances No credit allowance will be made for: 13.2. 13. 13.2.3 13.2.4 interruptions due to the negligence of the Customer, or noncompliance with, or acts of omission regarding the provisions of this price list by the Customer, authorized user or joint user; interruptions of service during any period in which the Company is not given full and free access to its facilities and equipment for the purpose of investigating and correcting interruptions; interruptions of service during a period when the Customer has released service to the Company for maintenance purposes or for implementation of a Customer order for a change in service arrangements; or interruption of service due to circumstances or causes beyond the control of the Company and affecting large groups of customers. Issued:January 21, 2003 By:James Comblatt, Director of Regulatory Affairs Alticomm, Inc. 115 Shawmut Road Canton, Massachusetts 02021 Alticomm, Inc.Idaho P.C. No. Original Sheet 15 Local Exchange Services Obligations of the Customer 14.1 The Customer shall provide at no charge, as specified by the Company, any personnel equipment, space, power, heating and air conditioning needed to operate, and maintain a proper operating environment for the Company s facilities and equipment installed on the Customer s premises. 14.2 Upon suitable notification to the Customer, and at a reasonable time, the Company may make such tests and inspections as may be necessary to determine that the Customer is complying with the requirements set forth herein for the installation, operation, and maintenance of Customer-provided facilities, equipment, and wiring in the connection of Customer-provided facilities and equipment to Cmpany-owned facilities and equipment. 14.3 If the protective requirements for Customer-provided equipment are not being complied with, the Company may take such action as it deems necessary to protect its facilities equipment and personnel. The Company will notify the Customer promptly if there is any need for further corrective action. Within ten days of receiving this notice, the Customer must take this corrective action and notify the Company of the action taken. the Customer fails to do this, the Company may take whatever additional action is deemed necessary, including the suspension of service, to protect its facilities, equipment and personnel from harm. 2.15 Prohibited Uses The Customer shall not use or allow the use of the Company s facilities or equipment installed at the Customer s premises for any purpose other than that for which the Company provides it without the prior written consent of the Company. 15.Abuse The abuse of Company Services is prohibited. Abuse includes, but is not limited to, the following activities: (a) Using the service to make calls that might reasonably be expected to frighten torment, or harass another. (b) Using the service in such a way that it interferes unreasonably with the use of Company services by others. Issued:January 21 , 2003 By:James Comblatt, Director of Regulatory Affairs Alticomm, mc, 115 Shawmut Road Canton, Massachusetts 02021 Alticomm, Inc.Idaho P.C. No. Original Sheet 16 Local Exchao2e Services 15.2 Fraudulent Use The fraudulent use or the intended or attempted fraudulent use of service is prohibited and can result in the discontinuance of services as set out by this price list. Fraudulent use consists of using or attempting to use service with the intent to avoid the payment either in whole or in part, of the price listed charges for the service including, but not limited to: (a) rearranging, tampering with, or making connections not authorized by this price list to any network components used to furnish service; or (b) using fraudulent means or devices, tricks, schemes, false or invalid numbers, false credit devices, or electronic devices. Payments 16.Customer Obligations 16.1.1 The Customer shall pay outstanding charges in full within 15 days of the invoice date. Charges normally will be invoiced in arrears, with monthly recurring charges invoiced on or about the first of the montly cycle for which the charges apply. Amounts not paid within 20 days after the date of the invoice are considered delinquent. 16.1.2 The Customer shall pay all charges for use of the service by any persons whether or not authorized by the Customer, except in those instances where it has been determined that the Customer s present and former employees, agents and authorized users were not responsible for calls billed to the Customer via third party billing and the Company did not verity that the charges for the call would be accepted. The Customer is not responsible for unauthorized use of service to the extent such use is proximately caused by the Company s willful or negligent act. Issued:January 21 , 2003 By:James Cornblatt, Director of Regulatory Affairs Alticomm, Inc. 115 Shawmut Road Canton, Massachusetts 02021 AIticomm, Inc. 16.2 Disputed Bills 16.2. 16.2.2 Iaaho P.C. No. Original Sheet 17 Local Exchao2e Services Any Customer who disputes a portion of a bill rendered for Company services shall pay the undisputed portion of the bill and notify the Company that such unpaid amount is in dispute within thirty (30) days of receipt of the bill. If such notice is not received by the Company within thirty (30) days as indicated above, the Company shall consider the bill statement to be due and payable in full by the Customer. Payment of the amount due by the Customer does not constitute waiver of the Customer s rights under the provisions of IDAP A 31.41.01.204 to challenge any billing amount due or paid to the Company. In the event a Customer and the Company cannot resolve a billing dispute to their mutual satisfaction, the Customer may contact the Idaho Public Utilities Commission and proceed in accordance with the Idaho PUC's Rules. The address and telephone number for the Idaho PUC are: Idaho Public Utilities Commission O. Box 83720 Boise, Idaho 83720-0074 Ph. 334-0300 (within the local calling area) 800-432-0369 (from outside the local calling area) 16.3 Payment Arrangements 16.3. 16.3. 16.3.3 When a Customer cannot pay a bill in full, the Company may continue to serve the Customer is the Customer and the Company agree on a reasonable portion of the outstanding bill to be paid immediately, and the manner in which the balance of the outstanding bill will be paid. In deciding on the reasonableness of a particular agreement, the Company will take into account the Customer s ability to pay, the size of the unpaid balance, the Customer s payment history and length of service, and the amount of time and reasons why the debt is outstanding. Payments are to be applied to the undisputed balance owed by the Customer. A Customer may designate how a payment insufficient to pay the total balance due shall be applied. If applicable, and in the absence of instructions from the Customer, a partial payment shall be allocated first to local exchange services. Such payments shall be applied first to the oldest undisputed balances. Issued:January 21, 2003 James Comblatt, Director of Regulatory Affairs Alticomm, Inc. 115 Shawmut Road Canton, Massachusetts 02021 By: Alticomm, Inc.laaho P.C. No. Original Sheet 18 Local Exchange Services 16.3 Payment Arrangements (contd. 2.16.3 .4 If a Customer fails to make the payment agreed upon by the date that it is due, the Company may, but is not obligated to, enter into a second payment arrangement. Taxes, Charges, Fees In addition to the rates and charges described in this price list, the Customer may be responsible for payment oftaxes, charges or fees ordered by the Idaho PUC, the Idaho State Legislature, or local and county governments. When the Company is authorized to collect such taxes, charges or fees from the Customer, these taxes, charges and fees will be itemized separately on the Customer s bill. Deposits The Company will not require advance deposits. Refusal or Termination of Services If the Company intends to deny an available service to an applicant, the Company will provide the applicant with a written explanation of its refusal to serve. The written explanation shall include: a) the reasons for denial ofthe service; b) actions the applicant may take in order to receive the denied service; and c) a statement that the Customer may file an informal or formal complaint concerning denial of the service with the Company or with the Idaho PUC. 2.19.1 Grounds for Refusal to Establish Service The Company may refuse to establish service if any of the following conditions exist: 19.1.1 the applicant has an outstanding amount due to the Company for similar utility services and the applicant is unwilling to make accpetable alTangements with the Company for payment; Issued:January 21 , 2003 By:James Cornblatt, Director of Regulatory Affairs Alticomm, Inc. 115 Shawmut Road Canton, Massachusetts 02021 Alticomm, Inc.Iaaho P.C. No. Original Sheet 19 Local Exchange Services Refusal or Termination of Services (contd. 19.Grounds for Refusal to Establish Service (contd. 19.1.2 19.1.3 19.1.4 19.1.5 19.1.6 a condition exists that, in the Company s judgment, is unsafe or hazardous to the applicant, the general population, or the Company personnel, agents or facilities; the applicant refuses to provide the Company with a deposit after having failed to meet the credit criteria for waiver of deposit requirements; the applicant is known to be in violation ofthe Company s price lists filed with the Commission; the applicant fails to furnish such funds, suitable facilities, and/or rights- of-way which have been specified by the Company as necessary to and a condition for providing service to the applicant; or the applicant has falsified his/her identity for the purpose of obtaining servIce. 19.2 Grounds for Termination with Written Prior Notice Except as otherwise specified in this price list or Idaho PUC rules, the Company may, upon reasonable written notice to the Customer, discontinue services for any of the following reasons: 19. 19.2.2 19.2.3 19.2.4 19. for nonpayment of any undisputed amounts owing to the Company; for services provided to premises that have been vacated by the Customer; for tampering with the Company s property; for violation of rules, service agreements, or filed price lists; for use of Customer equipment which adversely affects the Company property, facilities, or service to its other Customers, or upon condemnation of any material portion of the facilities used by the Company to provide service to a Customer, or if a casualty renders all or any material portion of such facilities inoperable beyond feasible repair; Issued:January 21 2003 By:James Cornblatt, Director of Regulatory Affairs Alticomm, Inc. 115 Shawmut Road Canton, Massachusetts 02021 Alticomm, Inc.laaho P.C. No. Original Sheet 20 Local Exchan~e Services 19.2 Grounds for Termination with Written Prior Notice (contd. 19.for fraudulent obtaining or use of service, including, but not limited to: (a)providing false information to the Company regarding the Customer s identity, address, creditworthiness, or current or planned use of common communications; (b)using or attempting to use service by rearranging, tampering with, or making connection to the Company s service where not authorized by this price list; (c)using tricks, schemes, false or invalid numbers, false credit devices, electronic devices; or (d)any other fraudulent means or device. 19.3 Refusal or Termination of Services Without Written Notice to the Customer The Company may deny or discontinue the furnishing of any and/or all service(s) to a Customer immediately and without prior notice to the Customer and without the Customer s permission for one or more of the following reasons: 19.3.Dangerous Condition. A condition immediately dangerous or hazardous to the life, physical safety, or property exists, or it is necessary to prevent a violation of federal, state or local safety or health codes. 19.3.2 Odered to Terminate Service. The Company is ordered to terminate service by any court, the Idaho PUC, or any other duly authorized public authority . 19.3.3 Services Obtained Illegally. The service(s) was(were) obtained, diverted or used without the authorization or knowledge of the Company. 19.3.4 Customer Unable to be Contacted. The Company has tried diligently to provide reasonable notice to the Customer, but has been unsuccessful in its attempt to contact the Customer. Issued:January 21 , 2003 By:James Cornblatt, Director of Regulatory Affairs Alticomm, Inc. 115 Shawmut Road Canton, Massachusetts 02021 Alticomm, Inc.laaho P.C. No. Original Sheet 21 Local Exchange Services 19.3 Refusal or Tennination of Services Without Written Notice to the Customer (contd. 19.3.Misrepresentation of Identity. The Customer has misrepresented the Customer s identity for purposes of obtaining telephone service and either does not have or has an inadequate security deposit on file with the Company. 19.3.for any governmental prohibition, or required alteration of the services provided, or any violation of any applicable law or regulation, or unlawful use of service or use of service for unlawful purposes, the Company may immediately discontinue or suspend service. 19.4 Notice of Disconnection 19.4.Seven-Day Notice Except as otherwise provded under the provisions of IDAP A 31.41.01.303.04 and 31.41.01.305, the Company will mail to the Customer written notice of tennination at least seven (7) calendar days before the proposed date of tennination. The written notice will contain the infonnation required by IDAPA 31.41.01.306. 19.4.2 Twenty-Four Hour Notice At least twenty-four (24) hours before actual tennination, the Company will diligently attempt to contact the Customer affected to apprise the Customer of the proposed action and the steps to take to avoid or delay tennination. Oral Notice will contain the same infonnation as required by IDAP A 31.41.01.306. 19.4.3 Additional Notice If the Company does not tenninate service within seven (7) days after a proposed tennination date, and the matter is not the subject of a pending complaint before the Idaho PUC, or if other arrangements have not been made with the Customer, the Company will again make a diligent effort to contact the Customer to advise the Customer of the proposed action. lithe Company has not tenninated service within twenty-eight (28) days of mailing a written notice of tennination, but still intends to tenninate the Company will again issue a written notice as set out by subsection 19.4.1 of this price list, related to Seven-Day Notice. Issued:January 21 , 2003 By:James Cornblatt, Director of Regulatory Affairs Alticomm, Inc. 115 Shawmut Road Canton, Massachusetts 02021 Alticomm, Inc. 2.20 2.21 2.22 2.23 Iaaho P.C. No. Original Sheet 22 Local Exchange Services 19.5 Customer Cancellation of Service If the Customer cancels a service order or terminates service before the completion of the term of service specified in the service order for any reason, the Customer agrees to pay to the Company all costs, fees, and expenses reasonably incurred in connection with special construction and with the term of service. In addition, the Customer may be liable for termination charges up to a maximum amount equal to the total charges applicable for the remaining term specified in the service order. Restoration of Service 20.1 A reconnection charge shall be imposed on any Customer whose service has been discontinued pursuant to the provisions of Section 2.19 of this price list. The Company reserves the right to refuse to restore service until all amounts due have been paid. 2.20.2 Should the Customer request that service be restored during a period other than regular working hours, such as evenings or weekends, the Customer may be required to pay an after-hour charge for service reconnection. Assignment The Company may, without obtaining any further consent from the Customer, assign any of its rights, privileges or obligations under this price list to any subsidiary, parent, or affiliate of the Company; pursuant to any sale or transfer of substantially all the business of the Company; or pursuant to any fmancing, merger or reorganization of the Company. The Customer may, upon prior written consent of the Company, which consent shall not be unreasonably withheld, assign its rights, privileges or obligations under this price list to any subsidiary, parent, or affiliate of the Customer, pursuant to any sale or transfer of substantially all the business of the Customer; or pursuant to any fmancing, merger or reorganization of the Customer. Promotions The Company may provide promotional offerings from time to time. The Company will notify the Idaho PUC ten (10) days in advance ofthe rates, terms and conditions of any such promotions. E911 The Company will provide necessary Customer information to the incumbent local exchange carrier (ILEe) for appropriate routing ofE911 calls. The Company s or its underlying carrier switches will be equipped with E911 trunks, and all E911 traffic will be switched by the Company or its underlying carrier to the incumbent local exchange carrier for routing. Issued:January 21, 2003 By:James Cornblatt, Director of Regulatory Affairs Alticomm, Inc. 115 Shawmut Road Canton, Massachusetts 02021 AIticomm, Inc.Idaho P.C. No. Original Sheet 23 Local Exchao2e Services Public Notice The Company shall give public notice of all proposed changes in rates. Public notice will be reasonably designed to call the attention of Customers who are affected by the changes to the proposed changes in rates. Legal advertisements alone will not be considered adequate public notice. Individual notice to all Customers affected will always constitute public notice. 2.25 Customer Service The Company s Customer Service representatives are accessible by dialing 1-866-282-4200 toll free, or by writing to the Company at 115 Shawmut Road, Canton, Massachusetts 02021. Issued:January 21 2003 By:James Comblatt, Director of Regulatory Affairs Alticomm, Inc. 115 Shawmut Road Canton, Massachusetts 02021 AIticomm, Inc.Iaaho P.C. No. Original Sheet 24 Local Exchange Services SECTION 3 - DESCRIPTION OF SERVICE AND RATES General Local Exchange Services provides the Customer with Connection to the public switched telecommunications network. In addition, Local Exchange Service provides the Customer with a unique telephone number address on the public switched telecommunications network. Each Local Exchange Service enables the Customer to: (a)receive calls from other stations on the public swithced telecommunications network; (b)access other services offered by the Company as set forth in this price list; (c)access the interexchange carrier selected by the Customer for interLA T A, intraLA T A interstate or international calling; (d)access Directory Assistance for the local calling area; (e)place or receive calls to 8XX telephone numbers; (1)access Telecommunication Relay Service. Issued:January 21 2003 By:James Cornblatt, Director of Regulatory Affairs Alticomm, Inc. 115 Shawmut Road Canton, Massachusetts 02021 Alticomm, Inc.Iaaho P.C. No. Original Sheet 25 Local Exchao2e Services 3.2 Service Descriptions 3.2.Residence Service Residence Service provides the Customer with a single, voice-grade, DTMF communications channel. Each Local Line will include a telephone number, as well as access to the service. Residence Service is that service furnished in private homes or apartments, including all parts of the subscriber s domestic establishment, for domestic use and not for substantial occupational use; in the study of a clergyman located in a church, in a college fraternity or sorority house, college dormitories, convents and monasteries for domestic rather than occupational use in residential quarters. 3.2.Business Services The Company s Business Services are offered for local calling using the facilities of the Company s authorized underlying Local Exchange Carrieres). The Company s Business Services are offered primarily to the following: Offices, stores, factories, mines and all other places of a strictly business nature; Offices of hotels, boarding houses, apartment houses, colleges, quarters occupied by clubs and fraternal societies, public, private or parochial schools, hospitals nursing homes, libraries, churches, and other institutions; and Services terminating solely on the secretarial facilities of a telephone answering bureau. Issued:January 21 2003 By:James Cornblatt, Director of Regulatory Affairs Alticomm, Inc. 115 Shawmut Road Canton, Massachusetts 02021 Alticomm, Inc.Iaaho P.C. No. Original Sheet 26 Local Exchange Services 3.2.3 Optional Features The features in the section are made available to Customers on a monthly basis. All features are provided subject to availability. The Customer will be billed the per feature charge(s) shown in Section 4 of this price list. Transmission levels for calls forwarded or calls placed or received using optional calling features may not be acceptible for all or some uses in some cases. 3.2.3.Feature Descriptions Call Waiting - provides for a tone to signal to the Customer that an incoming call is waiting. The Csutomer can choose to answer the second call by flashing the switchhook or by hanging up the phone. Call Forwarding - allows the Customer to direct incoming calls to a different Customer-derIDed telephone number. Voice Mail - allows Customer to receive messages which are stored in a voice mail system. Caller ill - enables the customer to view on a display unit the Calling Party Directory Name and/or Number (CPN) on incoming telephone calls. Display unit is not included., and must be obtained by the Customer. 3.2.4 Directory Assistance A Customer may obtain assistance, for a charge, in detennining a local telephone number by dialing local Directory Assistance Service. A Customer can also receive assistance by writing to the Company with a list of names and addresses for which telephone numbers are requested. Issued:January 21, 2003 By:James Comblatt, Director of Regulatory Affairs Alticomm, Inc. 115 Shawmut Road Canton, Massachusetts 02021 Alticomm, Inc.laaho P.UC. No. Original Sheet 27 Local Exchao2e Services 3.2.Directorv Listings For each Customer of Company-provided local exchange service(s), the Company shall arrange for the listing of the Customer s main billing telephone number in the directory(ies) published by the dominant Local Exchange Carrier in the area, and in the Directory Assistance records of the Company at no charge. Listings will be in light face type in the white pages (alphabetical section) of the telephone directory, and will be limited to such infonnation as is essential to the identification ofthe listed party. The listing of a service, commodity, or trade name is not pennitted unless it is the name, or an integral part of the name, under which the Customer does business. A listing is limited to one line in the directory except where, in the judgement of the Company, more than one line is required to identify the Customer properly. In such cases the additional lines requires will be provided at no extra charge. Miscellaneous Charges 3.2.6.1 Maintenance Visit Charge (Technicial Charge) A maintenance visit charge applies if a maintenance visit is required to complete any requested maintenance work on the Customer s premises. Where a NID exists, if the Company is able to test for dial tone and the problem proves to be beyond the NID (within Customer premises), a maintenance charge is applicable. In the event there is no NID and/or the Company is unable to test for dial tone, then no maintenance charge will be assessed. In those cases where the Customer has purchased an inside wire maintenance warranty/plan (a non-regulated service) from the Company, no maintenance charge will be applicable regardless of the dial tone test results or whether a NID exists. 3.2.Order Processing Charges Non-recurring charges apply to processing service orders for new service, for transfer in service location, changes in existing service, or other changes. (1)Telephone Number Change - applies when customer requests a change in telephone number or physical location of service. Issued:January 21 2003 By:James Comblatt, Director of Regulatory Affairs Alticomm, Inc. 115 Shawmut Road Canton, Massachusetts 02021 AIticomm, Inc.laaho P.C. No. Original Sheet 28 Local Exchao2e Services Miscellaneous Charges (contd. 6.3 Service Reconnection A service reconnection fee applies to re-establishment of service which has been disconnected due to non-payment or other reason set forth under this price list. 3.2.6.4 Seasonal Suspension Seasonal Suspension charge applies when a customer request temporary suspension of services, (Also known as a Vacation Interruption. 5 Seasonal Restoration seasonal service restoration charge applies to the restoration of service temporarily suspended by the Customer, and is payable at the time that the restoration of the suspended service is arranged. The restoration charge does not apply when, after disconnection of service, service is later re-installed. 3.2.6 Inside Wire Maintenance Plan Provides service repair to telephone wiring located inside of the customer premises or building. Inside wiring starts at the telephone company s Demarcation Point and extends to the individual phone extensions, Issued:January 21 2003 By:James Comblatt, Director of Regulatory Affairs Alticomm, Inc. 115 Shawmut Road Canton, Massachusetts 02021 Alticomm, Inc.laaho P.D.C. No. Original Sheet 29 Local Exchao2e Services 3.3 Idaho Telecommunications Service Assistance Program (lTSAP) ITSAP consists of two programs, Lifeline and Linkup, that were developed to provde discounted rates for telephone service to low income customers, thus promoting universal service. The programs are jointly sponsored (federal and state) telephone assistance programs designed to maximize federal contributions to Idaho s low-income customers. The programs provide reductions in monthly rates for single line telephone service and/or reductions in one-time costs for installation of telephone service for qualifying customers. The program is administered by the Department of Health and Welfare in accordance with Idaho Code, ~56-901. 3.3.Eligibility To be eligible for ITSAP, the participant must: (a)Apply through the Department of Health and Welfare (b)Be head of household (c)Have a total gross income at or below 133% of the Office of Management and Budgets (OMB) Poverty guidelines. 3.3.Residents of Tribal Lands may be eligible for additional federal assistance if the individual participates in one of the following federal assistance programs: (a)Bureau of Indian Affairs general assistance; (b)Tribally administered Temporary Assistance for Needy Families; (c)Head Start (only those meeting its income qualifying standards); (d)National School Lunch Program s free lunch program; 3.3.2.1 Eligibility and qualification determinations will be performed according to the telecommunication provider s federal tariff and/or 47 C.R. Part 54. 3.3.2.2 Each eligible partipating resident of Tribal Lands must provide to its local service provider a signed document certifying under penalty of perjury that the customer receives benefits from at lease one of the programs mentioned. Issued:January 21 2003 By:James Comblatt, Director of Regulatory Affairs Alticomm, Inc. 115 Shawmut Road Canton, Massachusetts 02021 Alticomm, Inc.laaho P.C. No. Original Sheet 30 Local Exchange Services 3.3 Idaho Telecommunications Service Assistance Program (ITSAP)(contd. 3.3.3 Lifeline Discounts - applied to tariffed monthly recurring rates and charges for qualifying residential customers. Monthly discount (not to exceed the rate charged for the grade of subscribed residential basic local exchange service) is $3.50. Additional federal discounts may apply: Tier 1 - Monthly service discount equal to the subscriber line charge $3. Tier 2 - Mondy service discount for customers who have received non-federal regulatory approvals $1. Tier 3 - Monthly service discount equal to one half of the amount of any state support up to a maximum of$1.75 Tier 4 - Eligible residents of Tribal Lands may be eligible for discounts of up to $25. This discount may not bring the local residential rate to below $1.00 per month. 3.3.4 Linkup Discounts - applied to installation of new service, including line extensions construction of facilities, etc., but shall not apply to customer premises facilities or equipment. A service installation cost reduction of 50% up to $30.00. For an eligible resident of Tribal Lands, an additional reduction of up to $70 may be appolied to cover 100% of the charges between $60 and $130 assessed for initiating telephone service. Issued:January 21 , 2003 By:James Comblatt, Director of Regulatory Affairs Alticomm, Inc. 115 Shawmut Road Canton, Massachusetts 02021 Alticomm, Inc.Idaho P.D.C. No. Original Sheet 31 Local Exchao2e Services 3.3.Rules 3.3.5.1 Applies to Telecommunication service at the principal residence of the eligible subscriber/head of household. 3.3.5.2 A household is either an individual living alone or a group of individuals living together in common living quarters and facilities under such domestic arrangements and circumstances as to create a single establishment. 3.3.5.3 The eligible participant can receive assistance with telephone service installation costs only once at a residential address. However, if the participant moves to a new address, meets the eligibility criteria and is in good standing with the telephone service provider, there is no limit to the number of times the participant may receive assistance with telephone costs. 3.3.5.4 Nonrecurring charges to change to or from this program because of change in eligibility status will be waived. 3.3.5 Lifeline service is not available for foreign exchange service. Only one line per household will qualify for ITSAP discounts. 3.3.Customers participating in either of these assistance programs must notify the company of any changes that would affect qualification, Verification of eligibility will be established by the Department of Health and Welfare and will be reviewed annually. 3.3.7 When the customer is no longer eligible, the discount will be discontinued and regular tariff rates and charges will apply. 3.3.Recovery The cost of providing assistance through ITSAP shall be recovered by imposing a monthly surcharge detennined by the Public Utilities Commission and assessed on each line used for providing residential and business access. Participating ITSAP customers are exempted from this surcharge. $0.50 per line per month. Issued:January 21, 2003 By:James Comblatt, Director of Regulatory Affairs Alticomm, Inc. 115 Shawmut Road Canton, Massachusetts 02021 Alticomm, Inc.Iaaho P.C. No. Original Sheet 32 Local Excbao2e Services 3.4 Idaho USF Surcharges A surcharge is assessed on all access lines to contribut towards funding for an Idaho Universal Service Fund. The Surcharge Rate is established by the Commission and will be assessed to each business and residential line. Issued:January 21 , 2003 By:James Comblatt, Director of Regulatory Affairs Alticomm, Inc. 115 Shawmut Road Canton, Massachusetts 02021 Alticomm, Inc.Iaaho P.c. No. Original Sheet 33 Local Exchao2e Services SECTION 4 - RATES Local Exchange Service Rates All rates listed below exclude applicable taxes, surcharges, regulatory assessments and fees. 1.1 1.2 1.3 1.4 Local Unlimited Business Services Provides unlimited calling within the customers local calling area. $50.00/month Local Unlimited Residential Services Provides unlimited calling within the customers local calling area. $25.00/month Optional Features Call Waiting Call Forwarding Voice Mail - single box Caller ill Miscellaneous Charges Telephone number change Reconnection Fee Seasonal Suspension Charge Seasonal Reconnection Charge Inside Wire Maintenance Plan Technician Charge Per Month $4. $4. $7. $7. Per Occurrence $25, $50.00 per line $15. $15, $3.85 residential; $6.00 business $1O5.00Ihour Issued:January 21 , 2003 James Cornblatt, Director of Regulatory Affairs Alticomm, Inc. 115 Shawmut Road Canton, Massachusetts 02021 By: Alticomm, Inc.Idaho P.C. No. Original Sheet 34 Local Exchange Services Returned Check Charge $15.00 per occurrence. 4.2 Local Directory Assistance $0.30 per call. Issued:January 21 2003 By:James Cornblatt, Director of Regulatory Affairs Alticomm, Inc. 115 Shawmut Road Canton, Massachusetts 02021