20030127Application.pdf

- / ~'J
r-t:\lf:
,,_
vL ,~,(SJ
FILED
SWIDLER BERLIN SHEREFF FRIEDMAN~OLt5f, 27
THE WASHINGTON HARBOUR
3000 K STREET, NW, SUITE 300
WASHINGTON, DC 20007-5116
TELEPHONE [phone]
FACSIMILE [phone]
www.swidlaw.com
Ai"! !O~
Li",
UTILIT!ES CO!"iHISSION
NEWYORKO~
...
TMIOC:HRYSLERBUU.PI.N9
405 LEXINGTON AVENUE
NEW YORK, NY 10174
TEL[phone]
FAX[phone]
January 24, 2003
VIA OVERNIGHT DELIVERY
Ms. Jean D. Jewell, Secretary
Idaho Public Utilities Commission
472 West Washington Street
Boise, Idaho 83702
C;'jv p--- ;; d 1./ (/7
Re:Application of CeriStar, Inc. for a Certificate of Public Convenience and
Necessity to Provide Facilities-Based and Resold Local Exchange
Telecommunications Services.
Dear Secretary Jewell:
CeriStar, Inc. ("CeriStar ), by its undersigned counsel, hereby submits an original and
three (3) copies of its Application for a Certificate of Public Convenience and Necessity to
provide local exchange services in the State ofIdaho ("Application ). A copy of Ceristar
illustrative local exchange tariff is attached as Exhibit 5 to the Application and is also enclosed
on diskette in Microsoft Word format.
Please date stamp the enclosed extra copy of this filing and return it in the self-addressed
postage paid envelope provided. Should you have any questions concerning this filing, please do
not hesitate to contact Brian McDermott at [phone].
~1l~9~
William B. Wilhelm, Jr.
Brian McDermott
Counsel for CeriStar, Inc.
Enclosures
BEFORE THE
IDAHO PUBLIC UTILITIES COMMISSION
In the Matter of the Application of
CeriStar, Inc.
I/J
1- tJ 3-'&
Docket No. IV /( .
For a Certificate of Public Convenience
and Necessity to Provide Resold and
Facilities-Based Local Exchange Services
APPLICATION
INTRODUCTION
CeriStar, Inc. ("CeriStar" or "Applicant"), by its undersigned attorneys, and pursuant to
Title 62 of the Idaho Code and the rules of the Idaho Public Utilities Commission
Commission ) , hereby applies to the Idaho Public Utilities Commission for a Certificate of
Public Convenience and Necessity authorizing Applicant to operate as a provider of resold and
facilities-based local exchange telecommunications services within the State of Idaho.
Concurrent with this Application, CeriStar is also filing a Letter of Registration informing the
Commission of CeriStar' s intent to provide facilities-based and resold intrastate interexchange
services in Idaho.
In support of its application, CeriStar provides the following:
II.FORM OF BUSINESS
Applicant's legal name is CeriStar , Inc.
CeriStar s address is:
CeriStar, Inc.
50 West Broadway, Suite 1100
Salt Lake City, Utah 84101
Telephone: [phone]
Facsimile: [phone]
CeriStar does not currently have a business address in the State of Idaho. All of CeriStar' s Idaho
operations will be directed from its corporate headquarters in Utah.
CeriStar is a privately-held corporation organized under the laws of the State of
Delaware. A certified copy ofCeriStar s Articles ofIncorporation is attached hereto as Exhibit
I. CeriStar is qualified to do business in the State of Idaho. A copy of CeriStar ' s Certificate
Authority to Transact Business in Idaho is attached hereto as Exhibit 2. CeriStar is engaged in
the business of providing resold and facilities-based local exchange and intrastate interexchange
telecommunications services.
CeriStar s registered agent in Idaho is:
CT Corporation System
300 North 6th Street
Boise, Idaho 83702
The names of the stockholders owning the most shares of CeriStar are as follows:
David L. Bailey
Holds 820 154 shares of CeriStar representing 32.34% of all shares issued
and voting control.
Dane P. Goodfellow
Holds 450 437 shares of CeriStar representing 19.25% of all shares issued
and voting control
George E. Demorest
Holds 307 532 shares of CeriStar representing 11.18% of all shares issued
and voting control
All the above listed stockholders can be reached at:
CeriStar, Inc.
50 West Broadway, Suite 1100
Salt Lake City, Utah 84121
The officers of CeriStar are as follows:
Officers
David L. Bailey, Chairman Chief Executive Officer
Dane Goodfellow Vice President of Marketing
Earl Demorest, Chief Financial Office and Chief Operations Officer
Art Brown Vice President of Sales
Paul Losee, Vice President of Corporate Development
Clint Brower National Account Manager
CeriStar possesses the managerial and technical qualifications to provide resold and
facilities-based local exchange telecommunications services in Idaho. CeriStar s officers are
well qualified to execute its business plan and to provide its proposed telecommunications
services. Attached as Exhibit 3 is the management biographies of CeriStar describing the
technical experience ofCeriStar s management team.
Applicant does not own or control any subsidiaries.
CeriStar is currently authorized to provide telecommunications service in Utah
and Florida. CeriStar has not been denied requested certification in any jurisdiction, nor has it
had a permit, license, or certificate revoked by any authority.
III.TELECOMMUNICATIONS SERVICES
CeriStar intends to begin providing service in Idaho soon after the Commission
grants authorization to CeriStar.
CeriStar seeks authority to offer facilities-based local exchange services to
subscribers throughout the State of Idaho. Therefore, CeriStar seeks statewide authorization.
However, CeriStar will not offer local exchange services in the service areas of small and rural
incumbent carriers exempt from interconnection obligations as set forth in 47 US.C. ~ 251(c).
Initially, CeriStar intends to offer bandwidth for data and voice. This will include
enhanced services such as e-mail, conference calling, follow me services and unified messaging.
CeriStar intends to expand its offerings to include: video conferencing, text-to-speech
applications, e-Iearning, and training. CeriStar s communications services will be available on a
full-time basis, 24 hours a day, seven days a week.. Once communication services are initiated
CeriStar customers will be able to originate and terminate calls to other customers served by
CeriStar, as well as, customers served by all other authorized carriers.
CeriStar will focus its initial marketing efforts to the data and voice service needs
of building owners and tenants.
IV.SERVICE TERRITORY
CeriStar intends to provide resold and facilities-based local exchange services to
subscribers from all points within the State of Idaho. CeriStar does not plan to provide local
exchange service in the service areas ofIdaho incumbent LECs that qualify for the rural
exemption pursuant to ~ 251(f) of the Federal Telecommunications Act of 1996. However
CeriStar seeks statewide local exchange authority, so that it may expand its service areas as
market conditions warrant and as additional service areas become open to competition.
CeriStar does not currently own facilities in the State of Idaho, including switches
or property, in connection with or to facilitate communication by telephone. CeriStar has not yet
completed any plans for construction of facilities in Idaho. CeriStar will deploy high-
performance bandwidth technology to provide high-speed, high quality data, video, and voice
connections. CeriStar proposes to provide service through its own electronic equipment
collocated at each customer s premise with some aggregation occurring at their home office.
The customer premise equipment will consist of standard Cisco, or equivalent, router and
switches. They will be connected via T1 , DS3 , or OC3 connections and to "Tier-One" network
providers. This minimizes all risks, to customers, because the equipment and networks are
standard proven products.
CeriStar intends to compete against both incumbent and competitive carriers
within the State of Idaho.
FINANCIAL INFORMATION
CeriStar is financially qualified to provide local exchange telecommunications services in
Idaho. In particular, CeriStar has access to the financing and capital necessary to conduct its
telecommunications operations as specified in this application. Attached hereto as Exhibit 4 are
the most recent financial statements of CeriStar. These financial statements show that CeriStar
has the financial qualifications to provide its proposed services.
VI.ILLUSTRATIVE TARIFF
Applicant's proposed initial local exchange tariff (setting forth rates , rules, terms, and
regulations applicable to contemplated service) is attached at Exhibit 5. An electronic copy of
the tariff formatted in MicroSoftWord is also included on the enclosed 3.inch floppy diskette.
VIII. CUSTOMER CONTACTS
Correspondence or communications regarding this application should be directed
to:
William B. Wilhelm, Jr.
Brian McDermott
Swidler Berlin Shereff Friedman, LLP
3000 K Street, N., Suite 300
Washington, D.C. 20007
Telephone: [phone]
Facsimile: [phone]
with a copy to:
David L. Bailey
CeriStar, Inc.
50 West Broadway, Suite 1100
Salt Lake City, Utah 84101
Telephone: [phone]
Facsimile: (80l) 933-5640
Questions concerning the ongoing operations of Applicant following
certification, including questions concerning its tariff, should be directed to:
David L. Bailey
Chairman and Chief Executive Officer
CeriStar, Inc.
50 West Broadway, Suite 1100
Salt Lake City, Utah 84101
Telephone: [phone]
Facsimile: [phone]
Customer inquiries and complaints from the public should be directed to:
Dani Liese
Office Manager
CeriStar, Inc.
50 West Broadway, Suite 1100
Salt Lake City, Utah 84101
Telephone: [phone]
Facsimile: [phone]
CeriStar s toll free customer service number is 1-800-377-1090
IX.INTERCONNECTION AGREEMENTS
CeriStar has initiated negotiations for interconnection agreements with Verizon, Qwest
Touch America and Electric Lightwave, Inc. for Idaho. Once CeriStar has completed
negotiations and reached agreements either by negotiation or arbitration, CeriStar will file copies
of them with the Commission for its approval.
COMPLIANCE WITH COMMISSION RULES
Attached hereto is a sworn verification executed by Applicant stating that Applicant
agrees to comply with all Idaho laws and Commission rules and regulation.
XI.ESCROW ACCOUNT FOR ADVANCE DEPOSITS
CeriStar does not plan to require advance deposits from its customers. If in the future
CeriStar requires advance deposits, CeriStar will comply with all applicable Idaho laws and
Commission rules and regulations regarding advance customer deposits.
XII.CONCLUSION
The entry of CeriStar into the local market will enhance competition in the provision of
telecommunications services within the State ofIdaho. Applicant's expertise in the
telecommunications sector will permit it to select the most economic and efficient services
thereby providing customers with a better combination of price, quality, and customer service.
Accordingly, Applicant anticipates its proposed services will increase consumer choice of
innovative, diversified, and reliable service offerings. The provision of more affordable and
available local telecommunications services will promote the health, welfare and economic well-
being of the citizens ofIdaho as prescribed by the Idaho Telecommunications Act of 1988 , Idaho
Code ~62-601 et seq.
WHEREFORE , CeriStar, Inc., respectfully requests that the Idaho Public Utilities
Commission issue a Certificate of Public Convenience and Necessity authorizing CeriStar to
provide resold and facilities-based, switched and dedicated local exchange telecommunications
services'within the State ofIdaho.
; ~:1
William B. Wilhelm, Jr.
Brian McDermott
SWIDLER BERLIN SHEREFF FRIEDMAN, LLP
3000 K Street, NW, Suite 300
Washington, DC 20007-5116
Telephone: [phone]
Facsimile: [phone]
Counsel for CeriStar, Inc.
Dated: January 24, 2003
Exhibit 1
Exhibit 2
Exhibit 3
Exhibit 4
Exhibit 5
Verification
EXHIBITS
Articles of Incorporation
Certificate of Authority to Transact Business
Technical and Managerial Qualifications
Financial Qualifications
Proposed Initial Local Exchange Tariff
Exhibit 1
Articles of Incorporation
State of Delaware
Office of the Secretary of State
PAGE
, EDWARD J. FREEL , SECRETARY OF STATE OF THE STATE OF
DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT
COpy OF THE CERTIFICATE OF INCORPORATION OF "CERISTAR , INC.
FILED IN THIS OFFICE ON THE SECOND DAY OF DECEMBER, A.D. 1999
AT 4: 30 0 I CLOCK P. M.
A FILED COpy OF THIS CER~IFICATE HAS BEEN FORWARDED TO THE
NEW CASTLE COUNTY RECORDER OF DEEDS.
3135375 8100
Edward J. Freel, Secretary of State
991516189
AUTHENTICA nON:
DATE:
0116269
12-03-99
DEC-03-1 9Sg 09: 32
411fT CORP
OR AT I ON 1 303 629 2525 P . 02/04
CF.RTlFICA TE OF INCORPORATION
CERISTAR, INC.
ARTICLE I. CORPORATE NAME
The mum: of the corpordlion is CtciSlar, Inc. (the IICorpOr'cilion
ARTICLE II. ADDRESS AND REGISTERED AGENT
The street address of the initial registered office of the Corporation is:
1209 Orange Street
New Castle County
Wilmington, Delaware 191W
The name of its initial registered agent at such address is:
The Corporation Trust Company
ARTICLE Ill. PURPOSE
The Corporation is organized to acquire, develop, nuumfact\.1l'e, produce, commercialize,
nwket, sell and generaJly denl in new tedmologics and products involved in or related to the
business ofteleconunurucations and to engage in al1Y activities related thereto, and to engage in any
other lawful acts, activities and pursuits for which a corporation may be organized under the
Delawro-e Gene1-al Coll'oration Law
ARTICLE IV. CAPITAL STOCK
CAPIT AUlA TION. The aggregate number of shares which the Corporation shall have
authority to issue is fifty million (50 000,000) shares.
1. Desitmatjon of Classes,
1. One million five hundred thousand (l,500,OOO) shares have been designated
Class A voting convertible prefened slock having !l pm value of one-tenth of one cent ($.001) per
shnre ("Class A Preferred Stock"). Three million five hundred thousand (3 ,SOO,OOO) shares have been
designated Class B voting; convertible preferred stock having a par value of one-tenth of one cent
($.
001) per share ("Clas:; B Prt::ft::m:d Stock"). Five million (5 000 000) shares have been designated
DEC-03-1999 09: 33 CT CORPORAT ION 1 303 629 2525 03/04
Class C voting convertible preferred stoc1( having a par value ofone-tenLh of one cent ($.001) per
share ("Class C Preferred Stock"), Forty million (40 000,000) shares have been designated commO11
$luck having a par value of one-tenth of on~ cent ($.001) per share. Provided, however, that UpOl1
proper conversion of the outstanding shares of any class of Prefecred Stock. the designation of
capitalization for such converted Preferred Stock shall be reduced by the number of said Preferred
Shares to zero and the stated capital for Common Shares shall be increased by the same number of
sharcs. The capital stock ofthe corporation shaH be issued as fuBy paid, and the private properly
of the I)hareholdeT~ shall not he liahle for the debt~, obligations or liabilities of the Corporation.
4.2. Riehts and Preferences of Common Stock and Class A. Class B and Class C Prefc:rred
Stock
1. Dividends.The holders of outstanding Class A, ClClss Band Class C Preferred
Stock shall be entitle to receive in any fiscal yeUI, only when, as ilnd if declared by the Boc:u'd of
Directors, out of any funds at the time legally available, noncumulative dividends in cash at the rate
offlve centS ($.05) per share of Class A, Class B and Class C Pre felTed Stock per annum.
1.1. Priority of Dividends. The Corporation shall make DO distributions
to the holders of common shares in any fiscal year \.U11ess dividends of at least fifty cents ($.50) per
sban~ on Class A, Class B and Class C Prefen"ed Stock shall first have been paid or set npm-t.
Dist1'ibution " ill this paragraph menns the transfer of cll5h or property without consideration,
whether by way of divid~nd or olherwi:s~ (except a dividend in common shares of the Corporation
or a s u bsidi aT)'), or the purchase or redemption of shares of the Corporation for cash or property, but
does not include repurchase of shares from a tenninating director, officer, consultant, or employee
within the ten1lS of any employee restricted stock purchase agr~ment or option applicable to said
director, officer, consultant, or employee or repurchase of shares purchased by a11Y of them \.U1der
any employee stock option plan containing provisions for repllIchase under ce11ain circumstances.
2. Dividends Not Cumulative. Dividends shall not accruc or accumulate
unless and only to the extent they are declared but unpaid; nor sha1l any declared but unpaid dividend
bear or accrue interest.
2.2. liQuidation Pref~rcncc
1. Basic Preference Rights. In the event oftll1Y voluntary or involuntary
li4uillatiol1, d.issuilition or winding up of the Corporation:
(A) Payments to Class A. Class B and Class C Preferred Shareholders. TIle holders
of shares of Class A, Class B and Class C Preferred Stock then outstanding shall be entitled
to be paid rntnbly their respective liquidation preferences, as hereinafter defined, before any
payment shall be made in 1'e~pect of the Corporation s common stock. The liquidation
preference for CJa.ss A Preferred Stock "Class A Liquidation, Preference" shall be two dollars
($2.00) per share plus all d.t:clared and unpaid dividends thereon to the date fixed for
AOI.N22M,CSI
~~~ ~~ . ~~~ ~~. ~~
c::II:;\1 C::"C:: C::I:;\I:;\~qh%
DEC ~03-1 999 08: 48
411fT CORPORRT
I ON 1 303 629 2525 04/14
disttibution. The liquidation prcfereDce for Class B al\d C Preferred Stot:k ("Class Band C
Liquidation Preference ) shall be equal to the Initial Offering Price of said stock, plus all
declared and unpaid di vidend5lhcn~on to the date fixed for distribution.
Said lDitiul Offering
Price shall be established at the date and time of the first sale: of said shares. Said Price shall
be certified to the Board ofDlrecto~ by the President Elnd Secretary ofthe Corporation and
shall thereupon be confmned by the directors.
(.13) PnymentS to CommoJ'1 Shareholder. Following payment in fun of the Class A,
Class B and Class C Liquidation Preference, the holders of shares of common stock shall be
paid an amO1JI1t per share equal to one-half (Y:i) of the weighted average pel' share amount
paid cut or diStributed per share to holders of Cluss A, Class B and Class C Preferred Stock
as described in pmgraph (A) above.
(C) ~urce ofUauidatioIl PaYment.The holders of stock shall be paid W1derthis
s~tjon out of \:he assets of the Corporation legally available for distribution to its
stockholders, wheth~r frol'n capitnl) surplus or earning~.
CD) Should Assets Exceed Payments. The remaining assets of the Corporation
nvailable foT distrib\1uon to stockholders after the payments described in subsections (A) and
(B) above have been paid in full, shall be distributed nmong the holders of all the
Corporation s Stock. For purposes of this paragraph (D), holders of Class A, Class B and
Class C Preferred StocK will share in Lhls distribution in proportion to the number of
common shares they would bold upon full conversion of their Class A, Class B and Class
C Prcfemd Stock. Such dj5tribuLion or payment shall be in equal proportion to each
common share, including the common equiva1erit shares described in the immediately
preceding sentence.
(E) Should Asset Be ll'lsufiicient.If upon liq\udation, disSL1lu1iol1 or windil'lg up of
the Corporation, the assets of the Corporation available for mstribution to its
!;hareholder5
shall b~ insufficient to pay the holders of Class A, Cla.Cis B cmd Class C Preferred Stock the
full Clnss A., Class B and Clas~ C Liquidation Preferences, then payments to the holders of
Clas~ A. Class B and Class C Preferred Stock shall be made ratably according to t~e
respective amounts which would be payable in respect ofllie shares held by them upon such
distribution if all amounts payable on or with re::;pect to said shnr,es were paid in full. If the
assets of the Corporation available for distribution are adequate to make fi,111 payments under
paragraph (A) above, but insufficie"tto make full payments due underparagyaph (B) above
then the remaining assets. if any, of the Corporation available for distribution to shareholders
shall be distnouted exclusive1y to lh~ holders of common stock., each !;ueh iss~d and
outstanding share of common stock entitling the holder thereofto receive e.n equal proportion
of said remaining assets.
(F) Merger or Acqujsition Included. With respect 10 the Class A, Class B and Class
C Preferred Stock, the merger or col1solidation of the Corporation into or with aI1ulher
"OI.N~lM.C61
DEC 03 1999 08: 49
411iT
CORPORAT I ON . '1 303 529 2525 05/14
corporatioD (except with a wholly-owned subsidiary of the CorporaLion) or the sale, transfer
or lease (but not including a ttansfe-r by pledge or mortgage to a bona fide lender) of all or
substantially all of the assets of the Corporation. shall be dtemed to be a Ii qui dnti on,
dissolution or winding up of the Corporation as those terms are used in this
seL;tion 4.2.
The Class A, Class B and Class C Preferred Stock shall have aU of the rights set forth in this
section 4.1. in the event of such merger, consolidation, sale , lease or transfer.
2. ~otice. In the event of any voluntary or involuntary liquidL\tion,
dissolution or winding up of lbe Corporation, the Corporation shall give each holder of
C1a.ss A,
Clas~ B and Class C PrefeITed Steele:. initial written notice of the proposed action within fifteen (15)
days after the: date the Board of Directors approves such action , or twenty (20) days prior to any
shareholders' meeting called to approve such action, or twcnty (20) days after the
commenccmt::nt
of any involuntary proceedings, whichever is earlit:r.
,(A) Content of Notice. Such initial written notice shall ctescribt: the material tenDS
andcoDditioDS of the proposed action., including a description of the stock, cash and property
to be received by th~ holdeN of shares of the Class A, Class Band ClC\ss C Preferred Stock
upon consummatiol1 of the proposed action. If any material ehnnge in the faets !'et forth in
the initial notice shall occm, the Corporation shall promptly giw Wlitten norico to eaeh
holder of the Class A. Class B and Class C Prefen-ed Stock of that materia1 chang!:.
(B) Not;ce Precedes Con:c;umrnatio11. The Corporation sha11 not consummate any
voluntary or involuntary liquidation, dissolution or winding up ofthe Corporation before
thl::
expiration of thirty (30) days after the maiHng of the initial notice or l~n (10) days after the
mailh1g of any subsequent WTincl1notice, whichc:vt::r is later. But any such 3 a-day or la-day
period may be shortened upon the 'Written consent of the ho1dcrs of all of th!: outstanding
Cla55 A, Class B and Class C Preferred Stock.
2.3. Non-CasJ1 Distributions on Liqwdation. 111 the event ofnnyvoluntnry
or involuntary liquidation, dissolution or Vlinding up of the Corporation which will involve tht:
disLIibution of a:s~et5 other than cash , the: Corporation shall prolJ1ptly engage t;OmpeteI1t independent
appraisers to advise the Board of Du-ectors on the determination of the value of the assets to be
distributed. The Corporation shall, upon receipt of such appraiser s advice or opinion and the.
detennination of valuation by the Board of Directors, give prompt written notice to each holde! of
shares of Class A, Class B and Class C Preferred Stock of the appraiser s advice or opinion and the
determjT'lation of valuation.
3. ~nversion
1. Conversion Rights
(A) Qptional Conversion of Class A Preferred Stock.Each share of Class A
PrefeITed Stock shaH be converob1c, at the option of the holder thereof Ell any time after
f\m.N22M.C:3J
DEC 03 1999 08: 49 .T CORPORATION 1 303 529 2525 05/14
D~embcr 31) 1999, into flJlly paid and I\on.assessabl~ shares of common stock of
the
Corporation.
(13) Automatic Conversion of Class A
Preferred S1ocj(.NotWith5landing the
provisions of paragraph (A), above, all outstanding shares of Class A Preferred Stock shan
automatically be converted into fully paid and n.on-assessable shares of common stock of the
Corporation at any time (1) immediately preceding (but conditionLll
upon) \he dosilig 0
undetWIittcn public offering of the COlnmOJ1 shares of the Corporation ?UTsuant to
, a
registration S'taiemc:nt filed under the Securities Act of 1933, as amended, or a private
placement of equity securities of 1he Corporation in a !;ing1e transaction or related
transactions where the pri~ for each share~ of common stock or common share equiva1ent
in such offering or tran~action shall be not less than six dollars ($6.
001 per share (adjU5t~d
for stock ~plits, st~ck dividends, reorganizations and the like) and with aggr~gate offering
proceeds to the Corroralion .of at l(:nst ten million ($10,000,000); or (2) immediately upon
the \lote, ta take effect after December 31. 2000, in the manner provided by Jaw, ofholdeTs
of a majarity of the lotal number ohhares ofCla.'is A
Prefcn-ed Stock voting at Z\ meeting of
sha.reh01ders ca1led for the ptlIpa~c of
approving the conversion of the Class A Preferred
Stock into cornman stock or by 'Mitten notice to tht: Corporation by the holders
.of n majolity
of the then issued anrl outstanding sharcs of Class A Preferred
SLock.
(C) Conversion Formula o~ Class A Prefen'ed Stock . Each share .of Class A
Preferred Stock shall be vnlued at two dollars ($2.
00) for pUl1'oses of such optional or
aUtomatic conver~i.on, notwithstanding any accrued but
UDpaid dividends. The number of
shares of cammon steel, into which each share .of the Ciass A PrefelTed Stock may be
converted shall be determined by dividing two dollars
($2.00) by the Canversion Plice
(dctermined as provided bdow) in cffl:ct at the time of the
conversion. The Corporation
shall make all necessary payments as Qf the Conversian Date (as defim:d
in section
(A) below on account of any dividends declar~d and thus accrued on the C~ss A
Prefecred Stock SU\Trndered foT
convt::rsion.
(D) Qptional Conversion of Class B PrefeTTed Stock. Each share of Class t)
Preferred Slack shall be cODvertibll:, at tJ1e aplion of the holder thereof at any tl111e after
December 31 , 2000, into fully paid and non-assessable ~har~s of common stock of the
Corporation.
(E) Automatic Convl:rsion of Class B Preferred Stacie.'Notwithstanding the
provisions of parJgraph CD)) above) all outstanding shares .of Class B PrefeITed Stock shan
automatically be converted into fully paid and Don-assessable shares of
C0mmOI\ stock of the
CoI1'oration at any time (1) immediately preceding (but conditional upon) the closing of an
\lIldezwritten public offering .of the common shares of the Corporation pursuant to a
registration statement filed under the Securities Act of 1933, as amended, or a private
placement of equity securities of the Carporation in a single transaction or related
tranSactions wh~re th~ price faT each share of common stock or common share equivalent
AOt.NZlM.C:SI
DEC-03-1999 09: CT CORPORRT lOt'-I 1 303 629 2525 P . 04/04
in such offering or transaction shall be nolless than six dollars ($6.00) per share (adjusted
for stock splits, stock dividends, reorganizations and the lilt:) amI with aggregate offering
proceeds to the Corporation ofat least ten million dol1ars ($10 000,000); or (2) inunediately
upon the vote, to take effect after D~liember 31, 2000, in the marmer provided bylaw, of
holders of a majority of the total number of shares of Class B Preferred Stock voting at a
meeting of shareholders called for the ptU'Pose of approving the conversion of the Class B
Preferred Stock into common stock or by W1;tten notice to the Corporation by the holders ()f
a majority of the then issued and outstanding shares of Class B PrefeITt~d Srock.
(F) Conversion Fonnu1a of Class B Preferred Stock. Each share ()f Class B Prefern:d
StOck shaH he valued at the Initial Offering Pric.:e for Cl(1~$ B Pr~ferred Stock as established
under section 4.1 (A) for purposes of such optional or automatic conversion
nol wilhslanding any aurue but unpaid dividends. The number of shares of common stock
into which each share of the Class B Preferred Stock may be converted shall be detm11ined
by dividing said Initial Offering Price by the Conversion Pricc (determined as provided
below) in effect at the time of tne cOTwer~iol1. The Coll'oration shall make all necessary
payments as of the Conversion Date (as defined in section 4.3.3.(A) below 011 account of
any dividends declared and thus al:cruoo on the Class B Pn::ferred Stock surrendered for
conversion.
(G) Optional Conversion of Class C Preferred Stock. Each share of Class C
Preferred Stock shall be colwertible, at the option of the holder thereof at any time after
December 31, 2000, into fully paid and n()n-a.'i!'iessahle shares ()f common stock of the.Corporation.
(H) Automatic Conversion of Cla.ss C Preferred Slock. Notwithslanding the
provisions of paragraph (G), above, all outstanding shares of Class C Preferred Stock shall
automatically be converted into fully paid and non-assessable shares of common stock ofthe
Corporation at any time (1) immediately preceding (but conditional upon) the closing of an
underwritten pubJic offering of the common ~nares of tne Corporation pursuant to
registr3tion statement filed under the Securities Act of 1933, as amended, or a private
plactmlenl of ~quily $~curilies of the Corporation in a single transaction or related
'transactions whert~ the price for each share of common stock or common share equivalt:nt
in such offering or transaction shall be not less than six dollars ($6.00) per share (adjusted
for stock splits, stock dividel1ds, reQrganizations and the like) and with aggregate offeriTlg
proceeds to the Corporation of at least ten million dollars ($10 000 000); or (2) immediately
upon the vote, to take effect after December 31, 2000, in the manner provided by law, of
holders of a majority of the touU number of shares of Class C Preferred Stock voting ut u
meeting of shareholders called for the purpose of approving the conversion of the Class C
Preferred Stock into common stock or by written notice to the Co rporatj on by the holders
a majority of the then issued and outstanding shares of Class C Preferred Stock.
"OI.N11M.C:SI
TOTAL P. 04
DEC 03 1999 08: 50
411JT
CORPORAT I ON 1 303 529 2525 08/14
(1) Conversion Formula ofC1ass C Preferred S1ock
. Each shart of Class C Preferred
Stock shnll be valued at the InitiB.l Offtring Price for Class C Preferred Stock as established
tmdt:r section 4.1.(A) for purposes of such optional or auLomatic conversion,
notwithstanding cmy Clccrucd but unpaid dividends. The number of shares of common Stock
into which each share of the Cl~s C Prefcrred Stock may be
conv~rted shall be determined'
by dividing said Initial Offering Price by the Conversion Price (determined as provided
below) in effect at the time of the conversion. The Corporation shall rnnke all necessary
paymcn~ as of the Conversion Dat (as defined in section 4.
2.3.(A) below on account of '
!lIlY dividends declared and thus accrued on the Class C Preferred Stock
surrendered for
conY'ersioI'l.
2.3.2. Initial Conversion Price
(A) Conversion Prh.:e of Class A Preferred Stock. 1-he Conversion Price ("Class A
Conversion Price ) per share at which sfu.res of Common Stock shall be initially issuable
upon conversion nf each share of Class A Preferred Stock shall
be: two dollars ($2.00),
subject to adjustment as provided in sc:ctlon 4.2.4. below.
(8) ConversioI\ Price of Class D PrcfetTed Stock.
The Conv~rsio1'l Price ("Class l::3
Convcr5ion Price ) per share at which shares of Common Stock shall be initially issuable
upon conversion of egch share of Class B Preferred Stock
!ihall be the Initial Offering Price,
subject LO adjusuncnt as provided in section 4.2.4. below.
(C) Conversion Price ofCle.ss C Preferred Stock . The Conversion Price ("Class C
Conversion Price ) per share: nt which shares of Common Stock shall be initially
i5!iuablt:
upon conversion of each share of Class C Preferred Stock shall he thl: Initial Offering Price
subject to adj\.1Stment as provided in sectjon 4.2.4. below.
2.3.3. Mechanic.c; of Conversion. At any time prior to Automat1c
Conversion, but after DeceIIlber 31, 1999, as to Class A Preferred Stock after
June 30, 2000, a."i to
Cla."is B Prefened Stock and after December 31,2000, as to Class C Preferred Stock, the holders of
any shares of said Class A, CJass B or Class C PTefelTed Stock may COI1vcrt such shares into snares
of common stock as set forth hereinhelow.
(A) The holder of any shares of Class A, Class B or Clil$S C Prefcrred Stock may
exercise the conversion rights by delivering LO the Corporation during regular business hoUls,
at the: office of any transfer agent of the Corporation for the Class
A. Class 13 or Class
Prefened Stock, at the principal office of the Corporation. or at such other
place: as may be
designated by the Corporation, the certificate or certificates for the
sh3I'es to be converted.
The ccrtificat~s must be duly endorsed for transfer to the
Corpon~tion. accompanied by
written notice stating thnt the hoLder elects to convert such shares. Conversion shall be
deemed to have been affected on the dote when such delivery is made, and such date is
refen-ed 10 as the "Conversion Date
IICH-mlM.CSI
DEC 03 1999 08: 51 CORPORRT I ON 4It 1 303 529 2525 0':V14
(B) As promptly as practicable thereafter, the Corporation shall issue and deliver
upon the written orol:r of such holder. at a place designated by the Corporation, a ce.
l.'tificate
for the number of full shares of Co1I1Il'lon stock to which 5'l.1ch holder is entitled as thc
Corporation mny elect, rounding to the next higher whole number of common shares or
accornpani ed by a check for cnsh 'Hith respect 10 any fractional
interest in a shnre of common
stock as provided in section 4.2.3.4, below.
(C) The hairier shall be deemed to have become a shareholder or record on the
applicable Conversion Date unless the tramfer books of the Corporation arc
clo:3eel on thEl!
date. In such eveDt, he shall be deemed to have become a shareholder of record on the next
succe~ng date on which the transfer books are open, but the Class A,
Clas::; B. 01.' Class C
Conversion ?ricl: shall be that in effect OIl the Conversion Date.
CD) Upon ccmvertor of only a portion of the number of shares of Class A
, Cl(1$s B
or Class C Preferred Stock represented by a certificate
surrendered for conversion, the
Corporation shan issue and deliver upon the
writte11 order of the holder at the exptmse ofth!::
Corporation, a new cerlificate covering the number of
~hare::i of Class A. Class 13 or Class
C Prefel1'ed Stock representing the unconveliw portion of the
certificate so ~urrendered.
3.4. No Fractional Shares. The Corporation ~hall issue to fractional
shares of common stock 01.' script upon conversion of !'hares of Class A, Class B or Class C Prcferrw
Stock. If more than one share of Class A. C)
ass B or Class C PrcfeTTed Slock shall be
surrendered
for conversion at anyone time by the same hold!:::r
, the number of full shares of common stock
issunble upon their conversion shall be computed on the basis ofth~
~ggl.'egatc nmnber of shares of
Class A. Class B or Class C f'referred Stock so surrendered. Instead of any fl.
acthmal shared of
common stock which would otherwise be issuable upon conversion of any shares of Class A, Class
B or Class C Preferred Stock. the Corporation shall pay a cash
adjustment in respect of such
fractional shares.
5. Taxes Jl1cid~1 to. ConveJ'sio-.n The Corporation shaH pay any C1lld all
issue UJ.Xe~ and other taxes that roay be paynble in resp,ct of any
i~::;o~ or delivery of shart:S of
cnm.mun stock on conversion of Class A) Class B or Class C
PrefCTTed Slock. The Corporation shall
not b~ required to pay any tax which rnay be payable in respect of any transfer involved in the is$ue
and delivery of shares of t:ommon stock in 8 name other th:m that in which the Class A, Class B Dr
Class C Prefcrrcd Stock so convert~ was registered and nO such issue or delivery shall be mad~
w1less and until thE: person requesting such issue has prod to the Corporation the amount of any such
lax, or ha.c; established. to the satisfaction of the Corporation. that such tax has been paid.
2.3.6. fu;fficient Reserves of Common Stock
. The Corpnration shall at all
times reserve and keep available, our of its authorized bu
unis::iued common stock, solely for we
purpose of effecting the conversion of tht
Class A, Class B or Class C Preferr~ Stock, the full
nwnbet of shares of common stock deliverable;: upon the conversion of nil Class A. Class B OT Cla.ss
C Preferred Stock nom time to time outstanding.
",OI."'l2i'A.C:91
DEC 03 1999 08:51 CORPORAT I ON . 1 303 629 2525 10/~4
42.3.B..e~istration ofRe5erve.. If any shart5 of capital stock to be reservtd
for the purpose of conversion of the shares of CJess A. Class B or Cless C Preforred Stock req ohed
registration, listing with, or approvnJ or. any govemmenlal authority. slock exchange
or other
rcgulatory body under any fe.deral or state law or regulation or otherwise, before s\\ch shares may
be validly is5\lcd or delivered upon conversion, tht: Corporatiol1 wlll in good faith and
expeditiously as possible endeavor to secure. such registration, listing or approval.
2.3.8. Valid 1:5s~ for Conversion An sh(:l!es of common stock which may
be i~suet.lupOl1 conversion of the slU1re~ of Class A, CltlSS 13 or Class C Preferred Stock, upon
issuance by the Corporation. will be validly issues, fully paid, non-assessable
D.1ld free from all taxes
lie1'lS and charges Vlith respect to their issuance.
2.3.C~cenatlo~cferred Stock on CoJ\VeTS1Qll. An certificates of the
Clflss A. C1ass B or CJass C Preferred Stock
!;urrendered for conveTsioD shall be a-ppropriately
cancded on the books of the Corporation, end th
e shares of Class A. Class B or Class C Prefened
Stnck so converted represented by such certificates shzll be
permane11tly canceled.
2.4 Adiustment of Conversion Price
2.4.1. Ann-Dilution Ad;ustment.The Conversion Price in ~ffect at any
time sl1211 be adjusted from time to time as providr::d in this sectiol1.
2A.2. ~ock SDlitc; or Stock Dividends . 111 case the Corporation shall at any
time subdivide the outstanding shares of common stock
. or ~hall issue a stock dividend on it-';
outstanding common stock, the Conversion Price in effect immediately prior to
s\.Ich subdivision or
the issuance of s\.Ich dividend shall be proportioT18tely d~creased. Anin case the Corporation shaH
at any time combine the outstanding shares of common stock, the CunversioI1 Price in effect
immediately prior to such combination shall be proportionately increased
, effective at the c1oseof
business on the dat~ of such ~ubdivision, dividend or combination.
Assj!\tanc!:. 1'he Corporlltion will at all time~ in good faith assist in the
cZl1iying out
of ai\ the provisions hereof and in taking all action necessary or appropriate in oruer to protect the
conversion rights of the holders of the Class A, Class B and Class C Preterred Stock. against
impairment.
6. ~cate as to Adjustments
1. Upon the occurrence of each adjustment of the Conversion Price
purS\Ullll
to st=ction 4.2.4, the Corporation at its e')(pem;~ shall promptly compute such adj\l~tment and prepare
al1d fumish to each holder of Class A, Cl&.~s B and Class r. Preferred Stock Do certificate settin~ forth
such adjustment or readjustment and showing in detail the facts \lpOn
which su.cn adjustment or
relldju."'trnen~ is based.
...ol.~nt.\.CSI
DEC-03 1999, 08:52 CT CORPORAT ION . 1 303 629 2525 11/14
2 Upon the written requl:st at any time of any holder of Class A, Class B or
Class C Preferred Stock., th~ Corporation shall
f'Urnish to such holder a like certificate setting forth
(A) such adjustments, (13) the Conversion Price at the time in effect, and (C) the number of shares
of common stock and the anlount, if any, of other properly which at the time wou1d be
Tecei ved.upon
the conversion of Class .1\, Class B or Class C Prefel1ed Stock.
~tice of Record Dat~s . In the event:
1. That the Corporation shaH takt: a record of the holders ofi~s common
~tack for the purpose of entitling them lo receive n dividend, or any oth~r distribution, payable
otberwise than in cash; or
2. That the Corporation shall take OJ. record of the holders of its cammon
stock for the purpose of entitling them to subscribe for or purchase any shares of stock of any
cla."5
or 10 receive any other rights; or
7.3 Of any capital reorganizntioD ofthe Corporation, reclassification of
the capital stock of tht= Corporation (other than a subdivision or combination of its outstanding
shares of common stock), consolidation of its outstMding shares of
con'lmon stock), consolidation,
OT m~rger of the Corporation with or into another corporation or
conveyance of all or substantially
all of the assets of the Corporation to another corporation; or
7.4. Of the 'Voluntary or involuntary dissolution. liquidation
or winding
up of the Corporation;
the Co11'orntioD shall cause m be mailed to the transfer agent for the Class A, Class B or Class C
Preferred Stock, and to the holders of record of the outstanding Class A,
CIa-"!; B or Class C
T'rcfened Stock, at least tWenty (20) days prior to the date specified therein, a notice stating the
dElle
on which iliat record is to be 1aken or that event is to take place. The notice shall also specify the
date, if any is to he f1Xe(~ as of which holders of common stock of record shall be entitled to
exchange their shares of common stock for securities or oth~r property deliverable upon such
reclassification, reorganization, consolidation, merger, conveyance
, disso Iulion. liquidation or
winding up; or
F ann ofNorices. A11y notice required by the provisioI\s of these Articles to be
given lo the holders ofsharcsoIClass A, Class B or Class C Preferred Stock shall bl:: deemed given
if delivered personally or if de-positcd in the United States Mail, cer1ified or registered mail, return
rt:~eipt requested, postagt: prepaid, and addressed to ench bolder or record at his address appearing
on the books or the Corporation.
Voting. The shares of Class A, Class 13 and Class C Prcfened Stock shaJl be
voted with the shares of Corporau on' 5 common ~tock any annual or speciallT1ecting of share ho Iders
of the Corporation. In alls'-lch instnnces, each holder of the Class A, Class B and Class C
Pret'erred
"OI.~UM.CS'
. DEC 03 1999 08: 52 ~T CORPORAT ION 1 303 629 2525 12/14
Stock shall be entitled to a number of votes equal to the number of shares of common stock into
which his shares of Class A, Class B or Class C Preferred Stock would be convertible
, purs\\ant to
section 4.2.3. ofthesc: AIticles, 0\1 the
record date set for such annual or special meeting.
2.10 bmendments and ChaDges. As long as any of the Class Class B or Class
C PrefeITed Stock shall be issued and outsumding, the Corporation may not take any of the actions
listed below without first obtaining the approval (by vote or written consent
, as provided by law) of
the holders of lUore than 'fifty percent (50%) of the total number of shares of
Class A Preferred
S tack, Class B Preferred Stock, or Class C Preferred Stock, respectively, entitled to vote at a nieetin g
of shareholder::; called for the purposes listed below:
10.Amend or repeal any pTovi~ioD of, or add any provision to , the
Corporation s Articles oflncoIJ!oration as amended hereby, if sucli action would alter or change the
. prefenmces, rights, privileges, powers, or the restrictions provided for the benefit of the ClliSs A
Preferred Stock, C1ass B PrcfCI1'ed Stock, or Class C Preferred Stock as the case may be.
10.Authorize, create or issue shares of
Ell1Y class of stock, any bonds,
debentures, notes, or other obligations convel1ible into or exchangeable for
OT having option rights
to purchase, any shares or stock of the Corporation having any preference or priority as to dividends
or asSI:t5 or a parity with or superior to any preferences or priority of the Class A Preferred Stock
the Class B Preferred Stock or the Class C Preferred Stock, as the case may be.
2.10.Reclassify any cutst.mding share into shares having any
preferel1ce or
priority CIS to dividends or assets supelior to or 011 a parity with any such preference or priority of
Class A PrefeYTcd Stock, with any such preference or
priority of Class A Prefeneo Stock, the Class
B Preferred Stock, or the Class C Preferred Stock, as the case may be. .
10.4 Merge or consolidate with or into any other corporation or
cO11'orat;ol1s, sdl
or otl1erwise dispose ofall or substantially all of the assets of the Corporation
, or enter into any other
reorganization of the Corporation which involves the transfer, in a transaction or series of related
transactions, of 50 perceI'lt or lnore of the voting power of the Corporation, unless in any s'llch
mcrger, consolidation, sale, disposition or reorganization each holder of Class A Preferred Stock
received for each share of Class A Preferred Stock cash
, and/or any debt securities having a value
of at least 1WO dollars ($2.00) per share of Clnss A 'Preferred Stock, a.'; pr~sently constituted, or as
to Class B Prefcrr~d Stock, each holder receives for each share of Class 13 Pr~feT!ed Stock cash,
and/or any debt securities having a v:uue of at least the Initial Offering Price of said stock (as
established W'1der section 4.2.1(A) hereof) per share of Class B Preferred Stock, as presently
constiruted, or as to Class C Pl:cferred Stock., each holder receives for each share of Class C Prefened
Stock, cash and/or any debt ~ecurities having a value of at least the Initial Offering Price of said
stock (as established W1der section 4.(A) hereof) per share of Class C Preferred Stock, as
preseI'ltly constituted. The vu.lUI: of debt securities in such transaclion shall be established by the
determination of the Board of Directors in good faith.
"ot.'I-I.~"',"S!
. DEC 03 1999 08: 53 (T CORPORRT I ON
4IIt 1 303 629 2525
13/14
10.5. Amend this p~agraph 4.
2.1 0.6 Nothing in lhis section 10 shall limit or diminish any voting rights or
rights or approval held by the holders of Class A Preferred Stock, Class B Prefcmed Stock or
CI(1s~
C Preferr~ Stock under applicable law.
ART1CLEV. LIMITATION OFLIABILITfKS
To the fuHest extent pennittt:d by the De)aware law or any other applicable law as now in
effect or as it may hereafter be amended, a director nfthe Corporation shal1 not be personally liable
to the Corporation or its shareholders for monewy damages for any action tak~n or aJ1Y failure to
lake any action, as a director.
ARTICLE VI. INDEMNIFICATION
The Corporation shall indemnify all officer~ and directors of the Corporation against all
liability for any action taken or any failurE: to take action 10 tht: fullest extent permitted by the
Delaware law or any other applicable law as noW in d'fect or as it may hereafter be amended.
ARTICLE VII. ,BOARD OF DIRECTORS
The number of directors constituting the initial Board of Directors of the Corporation shall
be three. The name!; and address ot'the persons who are to serve as directors until the first meeting
ofthe shareholders or w1til their successors arc ek~ted and shan qualify as follows:
David L. Bailey 50 West Broadway, Suite 450
Salt Lake City, Utah 84101
Kent L. Gilson 1192 East Draper Parkway
Draper, Utah 84020
Dane P. Goodfellow 50 West Broadway, Suitt: 450
Salt Lake City, Utah 84101
AOI.Nl'.CSI
DEC-03-1 999 08: 53 ~T CORPORAT I ON 1 303 529 2525 14/14
ARTICLE Vfil- NAME ANP- ADDRESS OF I~CORPORATOR
The nam~ and addrcs~ of the incorporator is;
Randall A. Mack~y
Mackey Price & Williams
170 South Main Street, Suite 900
Salt Lake City, Utah 84101-1655
I, the undersigned, bei~ the incorporator, for the purpose of forming a corporation
W1der th~
laws of the ~tate of Dclnware, do make, file and record this Certificate ofIncorporatiol1 and cenifythat the facts stated herein are trUe.
dall A. Mal.:k
AOI.J;2lM.C1II
Exhibit 2
Certificate of Authority to Transact Business
State of Idaho
Office of the Secretary of State
CERTIFICATE OF AUTHORITY
CERIST AR, INC.
File Number C 146657
I PETE T. CENARRUSA, Secretary of State of the State of Idaho, hereby certify
that an Application for Certificate of Authority, duly executed pursuant to the provisions
of the Idaho Business Corporation Act, has been received in this office and is found to
conform to law.
ACCORDINGLY and by virtue of the authority vested in me by law, I issue this
Certificate of Authority to transact business in this State and attach hereto a duplicate
of the application for such certificate.
Dated: 16 December 2002
~~~~
SECRETARY OF STATE
202
APPLICATION FOR CERTIFICATE
OF AUTHORITY (For Profit)
(Instructions on Back of Application)
FILED EFFeCTI
n?or:r',P"'
. -. ..
Lv i Hit . f
The undersigned Corporation applies fora Certificate of Authority and statesasfollows:- ~:.2 ; vi' ~. fAT E
Ii", t OF IDAHO
1. The name of the corporation is:
Ceristar Inc.
2. The name which it shall use in Idaho is: Ceristar Inc.
3. It is incorporated under the laws of: Utah
4. Its date of incorporation is: 8/21/01
5. The address of its principal office is:
50 West Broadwa , Suite 1100, Salt Lake Ci , UT 84101
6. The address to which correspondence should be addressed, if different from item 5, is:
c/o C T Corporation System, 300 North 6th Street, Boise,
7. The street address of its registered office in Idaho is: daho 8
and its registered agent in Idaho at that address is: C T Corporation System
8. The names and respective business addresses of its directors and officers are:
Name Office Address
50 W. Broadway, Suite 1100, Salt Lake City,
UT 84101
same as above
David L. Baile Chairman & President
Lark M. Alien Director
same as above
Mark itt Dir
see attached rider for add'! officers
Dated: November jE; ,2002 Customer Acct # :
(If using pre-paJd account)
Secretary of State use only
...
Signature: It.
- .
tS~-
e-~~
~~ ~
g'5 ie-" ~88&
1j,.Q
IDAHO S~CRETARY OF STATE12/16/2002 05:00
CK: 1318183545 CT: 78443 BH: 651682
1 i 188.B8 = 188.88 AUT" PRO I 3l' 28.88 = 28.88 EXPEDITE C I 4
Typed Name: David L. Baile
Capacity: President
I if 10 fa ':T
Item 8 continued
G. Earl Demorest
Dane P. Goodfellow
Paul D. Losee
Art Brown
RIDER TO CERTIFICATE OF AUTHORITY
CERIST AR, INC.
Secretary, Treasurer &
Vice President of Finance
50 W. Broadway, Suite 1100
Salt Lake City, UT 84101
Vice President of Marketing same as above
Vice Pres. of Corp. Development same as above
Vice President of Sales same as above
State of Idaho
Office of the Secretary of State
CERTIFICATE OF EXISTENCE
CERIST AR, INC.
File Number C 146657
, PETE T. CENARRUSA, 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 record of this office show that the above-named
corporation was incorporated under the laws of Idaho on 16 December 2002.
I FURTHER CERTIFY That the corporation is in goodstanding on the records of
this office.
Dated: 16 December 2002
~~~~
SECRETARY OF STATE
Exhibit 3
Technical and Managerial Qualifications
CeriStar, Inc. has assembled an outstanding and experienced team of industry
professionals to achieve its mission of market leadership. The founding executive team held key
technical, marketing and financial positions at leading technological companies. The following
summaries highlight management's extensive background:
David L. Bailey, Chairman Chief Executive Officer - served as Chairman of the Board
President and Chief Executive Officer of CeriStar since 1999. Prior to that time, Mr. Bailey
served as managing partner of the DLB Group, a limited liability corporation that marketed and
sold computer software and telecommunications products. He served as Chairman/CEO of VZ
Corp., a software development company - Chairman/CEO of Clyde Digital Systems (Raxco) the
Axent Corporation, a software security development company - Chairman/CEO of Cericor, a
developer of CAD/CAM software - sold to Hewlett-Packard for $38 million - and most
recognized the Lead Founder/President /CEO of Iomega, Inc. currently valued at over $1 billion.
He was selected as Entrepreneur Of The Year in 1988 by the Mountain West Venture Group in
Salt Lake City for inventions connected to Iomega. Mr. Bailey holds 4 United States Patents.
Mr. Bailey also spent 15 years engineering and managing engineers for the IBM corporation. He
has been honored with a distinguished alumnus award in Electrical Engineering from Utah State
University. Mr. Bailey received his B.S.E. and M.E. degrees from Utah State University.
Dane Goodfellow, Vice President of Marketing - has 25 years experience in Sales/Marketing
Management with high-tech companies. For years he held numerous Executive Sales/Marketing
positions with the IBM Corporation. Since IBM he has served as VP Sales/Marketing for
CeriStar, the DLB Group, Viewpoint Inc., VZ Corp, View Soft Inc., and the PPI Group.
Mr. Goodfellow has also consulted in various economic development initiatives for Utah and
California. Most recently, he is the cofounder of the Utah Electronic Commerce Partnership - an
initiative focused on the future of the Internet and telecommunications revolution. Mr.
Goodfellow currently serves as Vice Chair of the Utah Partnership for Education and Economic
Development, a director of New Horizons Minority Organization, and a director of the
Governor s Economic Development Task Force.
Mr. Goodfellow received his B.A. in Economics from Georgetown University and a M.
from George Washington University.
Earl Demorest, Chief Financial Officer and Chief Operations Officer - has had a diverse and
wide range of professional experiences. As an entrepreneur, he has started and managed two
separate start-up companies. Most recently, Mr. Demorest has been a Partner in the DL Group, a
telecommunication marketing company. He has designed and implemented a complete range of
accounting life cycles from AIR, COGS, Ledger control, WIP control, to the collecting of bad
debt.
He received his BS in Accounting from Weber State University, Ogden, Utah, and an
MSM from Lesley College, Cambridge Massachusetts. Along with traditional education, Mr.
Demorest has attended many military training courses while serving the USAF as a Missile
Launch Officer. These consist of. Squadron Officer School, Officers Leadership Training, Flight
Commanders Training, Nuclear Readiness Training.
Paul Losee, Vice President of Corporate Development - has extensive management experience
in R&D, QA, Market Research, and Channel Development with 7 years executive experience in
marketing and technology start-up companies utilizing the Internet.
Mr. Losee has recently served as Chief Operating Officer for two start-up companies
XBoundary.com and IQ Telecommunications, Inc. In the high tech start-up space he worked
with leaders at Harvard University and senior executives at Microsoft, GTE Internetworking,
Oracle, USWeb/CKS , Electric Lightwave, Perot Systems and many smaller vendors.
Mr. Losee was the president and founder of M+, Inc., a marketing consultancy firm from
1994-1998. This company conducted and participated in research projects for Fortune 100, mid
range , and start-up companies including: Iomega, Keytronic, P&G, Kodak, Minnesota Mutual
Life Insurance, Cardinal Technology, Nutraceutical, Royal Bank of Canada, Chrysler, and
others.
He was one of 13 original founders of Iomega Corporation, where he worked from 1980
to 1994. He received 5 U S. patents which formed the foundation of Iomega s Bernoulli
Technology and Zip products and held senior level management positions in Research &
Development, Quality Assurance, Market Research, Competitive Analysis, and Market Channel
Development.
Mr. Losee started his career at IBM in 1974 as a design engineer in development of IBM
MSS3850 product, the largest library storage device built during the 1970s. He was awarded
two IBM digital storage related patents and published two articles in the IBM Technical
disclosure bulletin and managed the Magnetic Head Development Group at Tucson R&D
Laboratory.
Mr. Losee has a Bachelor of Science degree in Mechanical Engineering from Brigham
Young University, Provo, Utah, 1974.
Clint Brower National Account Manager - has over 12 years of technical sales and marketing
experience with Iomega, Tamarack Funding Corporation, SupercomlClarent, I-Link. Experience
in Bandwidth, Voice Over Internet Protocol (VoIP), Integrated Internet Solutions and long
distance sales. Has experience in advertising, organizational planning, company imaging and
start-up capital acquisition. Sales and Marketing Director for Tamarack Funding Corporation in
Dallas, Texas. Hired, trained, and managed sales Reps in the telephony, computer hardware and
financial services industries.
Education - Weber State University; Major: Technical Sales and Marketing, Minor:
Computer Science
Exhibit 4
Financial Qualifications
Page 1 of
...--./
-(DOCUMENT::.
-(TYPE::.I0QSB
-(SEQUENCE::' 1
-(FILENAME::'forml0q. txt
-(DESCRI PT ION::'CERISTAR,
-(TEXT::'
INC. FORM 10-QSB
UNITED STATES
SECURITIES EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 10-QSB
(X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2002
( ) TRANSITIDN REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition periodfrom........to...........
COMMISSION FILE NUMBER 001-16381
CERISTAR, INC:.
(Exact name of the registrant as specified in its charter)
DELAWARE
(State or other jurisdiction
of incorporation or organization)
87-0642448
(IRS employer identification number)
50 WEST BROADWAY, SUITE 1100
SALT LAKE CITY, UTAH 84119
(Address of principal executive officers)
801-350-2017
(Registrant I s telephone number, including area code)
Indicate by checkmark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15 (d) of the
Securities Exchange Act of 1934 during the preceding 12 months (or
for such shorter period that the registrant was required to file
such reports), and (2) has been subject to such filing requirements
for the past 90 days.
Yes X
Indicate the number of shares outstanding of each of the
issuer I s classes of common stock, as of September 30, 2002.
http://www.sec.gov/Archives/edgar/datal1084507/0001 0590 1602000061/form1 Oq.txt 11/20/2002
00"
Page 2 of IS
;,....
Common Stock, par value $.001
(Title of each class)
428,627
(Number of shares)
CERISTAR CORPORATION
TABLE OF CONTENTS
Special Note Regarding Forward Looking Statements
PART I - FINANCIAL STATEMENT
Item 1.Financial Statements
Condensed Consolidated Unaudited Baiance Sheets at September 30, 2002
Condensed Consolidated Unaudited Statements of Operations for the
three months and nine months ended September 30,; 2002 and 2001
Cond~nsed c:onsolidated Unaudited Statements of c:ash Flows for the nine
months ended September 301 2002 and 2001
Notes to Condensed Consolidated Unaudited Financial Statements
Item 2.Management's Discussion and Analysis of Financial Condition and
Results of Operations
Item 3.Controls and Procedures
PART II - OTHER INFORMATION
Item 1.Legal Proceedings
Item 2.Changes in Securities and Use of Proceeds
Item 3.Defaults Upon Senior Securities
Item 4.Submission of Matters to a Vote of Security Holders
Signatures
Exhibit.Other Information - Certificates
- Certification Pursuant to 18 U.C. Section 1350
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
Investors are cautioned that certain statements in the Form 10-QSB
are forward looking statements that involve risks and uncertainties.
Words, such as "expects,
" "
anticipates,
" "
intends,
" "
plans,
believes,
" "
seeks,
" "
estimates " and "views " are intended to identify
forward looking statements. Such statements are based on current
expectations and projections about our business and assumptions made
by the management and are no guarantee of future performance.
Therefore, actual events and results may differ materially from those
http://www.sec.gov/Archives/edgar/data/1084507 /0001 05901602000061/form1 Oq.txt 11/20/2002
Page 3 of 15
expressed or forecasted in the forward looking statements due to risk
factors identified in the Management I s Discussion and Analysis of
Financial Condition and Results of Operations.
CERISTAR, INC.
CONDENSED CONSOLIDATED UNAUDITED BALANCE SHEET
September 30, 2002
Assets
Current assets:
Cash and cash equivalents $174,352
Accounts receivable
Prepaids and other assets
163,035
12,291
--------
Total current assets 349,678
Property and equipment, net
Deferred debt issue costs
621,907
69,000
--------
$1,040,585
----------
Liabilities and Stockholders ' Equity
Current Liabilities:
Accounts payable
Accrued payroll
Other Accrued liabilities
$128,987
86,329
17 , 194
Unearned revenue 35,990
Related party note payable 11, 674
Current portion of long-term debt 11,800
--------
Total current liabilities 291,974
Long-t~rm debt 680, '950
--------
Total liabilities 972,924
Commitments and contingencies
Stockholders I equity:
http://www.sec.gov/Archives/edgar/datal1084507/0001 0590 1602000061/formlOq.txt 1112012002
Page 4 of 15
Convertible preferred stock, $.001 par value, voting; 10,000,000authorized, no shares issued and outstanding
Cornmon stock, $. 001 par value, 10, 000, 000 shares authorized,
428,627 issued and outstanding
Additional paid-in capital
Deferred compensation
Subscriptions receivable
Accumulated deficit
shares
428
925,928
(1,048,408)
(31,463)
(6,783,824)
------- ----- ---
Total stockholders ' equity 661
--------------
Total liabilities and stockholders ' equity $1,040,585
--------------
See accompanying notes to financial statements
CERISTAR, INC.
CONDENSED CONSOLIDATED UNAUDITED STATEMENT OF OPERATIONS
For The Periods Ended September 30,
-(TABLE:::.
Three
Months Ended
2002
------------------ ---
":::S:::'":::C:::'o(C:::'
Revenues $189,795
------------------ ---
Cost of Sales 105,812
Selling general and administrative 972,850
------------------ ---
Total costs and expenses 078,662
------------------ ---
Loss from operations (1,888,867)
------------------ ---
Other income (expense):
Other income 000
Interest expense (3,077 )
------------------ ---
http://www.sec.gov/Archives/edgar/data/1084507/0001 0590 1602000061 Iform1 Oq txt I I 120/2002
Total other income (expense)(2,077 )
------------------ ---
Net loss before income taxes (1,890 944)
Provision for income taxes
Page 5 of 15
( 38
------------------ ---
Net loss $(1,890,944)
------------------ ---$ (
Net loss per share - basic and diluted $ (0.45)
------------------ ---
Weighted average shares outstanding -
basic and diluted 224,000
------------------ ---
..c/TABLE:::-
See accompanying notes to financial statements
C:ERISTAR, INC.
UNAUDITED STATEMENT OF CASHFLOWS
For The Nine Months Ended September 30,
..cTABLE:::-
..cS:::-
Cash flows from operating acti vi ties:
Net loss
Adjustments to reconcile net loss to net cash
used in operating activities:
Depreciation
Issuance of common stock for services
Amortization of deferred compensation
Amortization of deferred debt issue costs
Changes in operating assets and liabilities
Recei vables
Prepaids and other assets
Accounts payable
Accrued liabilities
Deferred revenue
http://www.sec.gov/Archives/edgar/data/1 084507/000 I 0590 1602000061/form I Oq.txt
2002
---------
..cc:::-
$(2 337
88,668
671,169
233,792
000
(160,829)
(8,337 )
94,903
42,124
14,286
---------
I 1/20/2002
Page 6 of 15
Net cash used in operating acti vi ties (355,719)
---------
Cash flows used in investing activities-
purchase of property and equipment (38,990 )
---------
Cash flows from financing activities:
Proceeds from sale common and preferred stock
Proceeds from related party payable
Proceeds from issuance of debt
130,039
63,474
377 543
Principal payments on long-term debt (4,513)
---------
Net cash provided by financing acti vi ties 566,543
---------
Net (decrease) increase in cash and cash equivalents 171,834
Cash and cash equivalents at beginning of period 518
---------
Cash and cash equivalents at end of period 1'74 352
---------
-cITABLE::.
See accompanying notes to financial statements
Organization and Summary of Significant Accounting Policies
Basis of Presentation
The accompanying financial statements have been prepared by the
Company without an audit. In the opinion of management, alladjustments (which include only normal recurring adjustments)
necessary to present fairly the financial position, results of
operations and cash flows at September 30, 2002 and for all periods
presented have been made.
Certain information and footnote disclosures normally included in
financial statements prepared in accordance with accounting principles
generally accepted in the United States of America. have been
condensed or omitted. The results of operations for the periods ended
September 30, 2002 are not necessarily indicative of the operating
results for the full year.
Organization
CeriStar, Inc. (CeriStar) was incorporated in December 1999, under
the Delaware General Corporation law and operates in the
http://www.sec.gov/Archives/edgar/data/l 084507/000 I 0590 1602000061 Iform I Oq .txt 11l20/2002
Page 7 of 15
communications industry as a hi-tech developer of IP technologyapplied data convergence.
On September 10, 2002 CeriStar entered into a Forward Triangular
Merger Agreement with Planet Resources, Inc. (Planet) in which the
issued and outstanding stock of CeriStar, including Convertible
Preferred Series A shares (Series A) and Convertible Preferred Series
B shares (Series B), were exchanged for the issued and outstanding
stock of Planet. Series A and B shares were exchanged at a rate of
approximately . 757 for every common share of Planet issued and Common
stock of CeriStar was converted into approximately . 32 shares of
common stock of Planet. Just prior to the merger Planet authorized a 1
to 5.23 reverse stock split. The merger was accounted for as a
reverse merger with CeriStar being the accounting acquirer and thus
the historical operations presented in the condensed financial
statements of operations are those of CeriStar.
Earnings Per Share
The computation of basic earnings per common share is based on the
weig~ted average number of shares outstanding during the period.
Th~' computation of diluted earnings per common, share is based on the
weighted average number of shares outstanding during the period, plus
the common stock equivalents which would arise from the conversion of
convertible debt to common stock and the exercise of stock options andwarrants outstaryding using the treasury stock method and the average
market price per share during the period. Wa~rants to purchase 381,598
shares of common stock at prices ranging from $2.30 to $4.50 per share
were outstanding at September 30, 2002 but were not included in the
diluted loss per share calculation, because the effect would have beenanti-dilutive.
Going Concern
The accompanying unaudited financial statements have been prepared
assuming that the Company will continue as a going concern. As of
September 30, 2002, the Company had a working capital deficiency, an
accumulated deficit and substantial recurring losses. The operations
of the Company have not had sustained profitability, and the Company
has relied upon debt and equity financing to satisfy its obligations.
These conditions raise substantial doubt about the ability of the
Company to continue as a going concern. The unaudited financial
statements do not include any adjustments that might result from the
outcome of these uncertainties.
The Company s ability to continue as a going concern is subject to
the Company obtaining additional equity and debt financing for its
initial capital costs and attainment of profitable operations.
Management's plan with respect to this uncertainty includes obtaining
equity and/or debt financing. However, there can be no assurance that
management will be successful in these efforts
Related Party Transactions
During 2002 the C:hief Executive Officer and his wife advanced
$11,674 to CeriStar. A nephew of the Chief Executive advanced $51,800,
which was later converted into common stock of CeriStar
Supplemental Disclosures of Cash Flow Information
http://www.sec.gov/Archives/edgar/data/1 084507/00010590 1602000061/form 1 Oq.txt 11/20/2002
Page 8 of
Operations reflect actual amounts paid for interest and income taxes
as follows, for the nine months ended September 30:
2002 2001
---------------- ----------- - -----
Interest $10,732
-- - - -- - -- - - - - -- - - - - - - --- - - - - - -- --
Income taxes
- - - - -- - --- - - - -- - - - - -- ---- - -- - - ---
During the nine months ended September 30, 2002 the Company:
Acquired equipment of $164,541 in exchange for an increase in its
capital lease
Issued approximately 190,000 shares of common stock for subscriptions
of $6, oao and deferred compensation of $594,000.
Received back approximately 133,000 shares of common stock and
wrote off deferred compensation of $132,833, stock subscriptions
of $500, and additional paid in capital of $133,200.
Converted debt of $354,343 to 172,011 shares-of conunon stock.
Issued warrants to purchase preferred stock and provided a
beneficial conversion feature on debt issued and aggregately
valued at $75,000. The warrants and beneficial conversion feature
have been recognized as deferred issue cost of $6,000, which was
amortized, and the remaining $69,000 will be recognized over the
term of the debt.
f..
During the nine months ended September 30, 200; the Company:
0 Acquired equipment of $457,722 in exchange for a capital lease.
Exchanged approximately 310,775 shares of conunon stock forsubscriptions receivable of $8,799 and deferred compensation
$788,033.
Item 2. Management I s Discussion and Analysis of Financial Condition and
Resul ts for Operations
As disclosed in CeriStar ' s Current Report on Form 8-K filing dated
September 17, 2002, CeriStar merged with a wholly-owned subsidiary
Planet Resources Inc. and on October 15, 2002 Planet Resources Inc.
was renamed CeriStar, Inc. Shares of the new CeriStar will soon be
distributed to the previously existing shareholders of CeriStar, ILc.
as discussed in the 8-K Report.
Results of Operations
A detailed comparison of changes in revenues from 2001 to 2002 is
not meaningful, as in 2001, CeriStar was in the development stage,
whereas in 2002, C:eriStar began marketing the products that it
developed. Not withstanding, revenues have increased to $526,440 for
the nine months ended September 30, 2002, compared to $190,478 for ~he
same period in 2001. The increase was due to increased sales or
http://www.sec.gov/Archives/edgar/data/1 084507/000105901602000061 Iform 1 Oq.txt 1/20/2002
...-"
Page 9 of 15
Internet Protocol (IP) products, primarily to commercial customers.
This revenue growth is expected to continue as new customers are
added. A new contract was signed with a 300 plus residential housing
development in Provo Utah, making CeriStar their sole Local Exchange
c:arrier (LEC) provider combined with other pending contracts should
significantly increase revenue. Approximately thirty seven percent of
these revenues have resulted from design and installation of IP
telecom networks and sales of equipment. In the future, this
percentage 'will decline as residual sales of long distance, Internet,
IPTV and Video on Demand fees grow, and as CeriStar transitions to a
marketing company.
Revenues for the third quarter were significantly higher than those
for the year prior. This growth should accelerate in the upcoming year
from the addition of new customers and the accumulation of residualsales.
Expenses were also increased significantly as over $1.6 million of
new CeriStar common stock was issued in the third quarter to
conspltants and advisors relating to the merger with Planet Resources
and the subsequent stock sale. These consultants are advising CeriStar
on product positioning, customer identification and offshore
expansion, as we convert from a development stage company into an
operating company, marketing our IP application products and services.
Other costs, such as payroll, insurance, office expenses, and travel
expenses were also kept in check, while consulting and depreciation
expenses increased.
Liquidi ty and Capital Resources
CeriStar I S revenues are not capable of supporting its current
operations. Thus in the near term we are dependent on the capital
markets for funding. To meet these continuing funding needs CeriStar
has engaged the investor relations firm of Vision Corporate
Consultants and the financial consulting firm of SovCap to assist in
the acquisition of new equity capital.
We have proven our technology and can now efficiently deliver a
technically advanced product to a wide range of residential,
commercial, educational and governmental customers. In the past we
have been focused on development and testing of our technology, now
the focus will be to market this technology. Expansion in our current
geographical area can be done fairly inexpensively, as our prior
capi tal expenditures can service a significantly larger customer base.
Expansion into new market areas will be limited by the amount of
investment capital and equipment financing that can be acquired. Our
current plan will require between $3 and $4 million of new capital to
fund operations through 2003. A majority of this funding will have to
be raised in the equity markets. It is anticipated that debt financing
of equipment will become increasingly available as our products gain
acceptance and our markets expand thus leveraging our investment
capital. To accelerate that acceptance we have partnered with IBM and
others who can introduce CeriStar to senior executives and add
credibility to our products. They also assist in the acquisition of
low cost, high quality equipment and services. In the short term,
CeriStar will remain dependent on new capital. )Vp
Item 3.Controls and Procedures
The Company s President and c:hief Executive Officer and its Chie:
http://www.sec.gov/Archives/edgar/data/l 084507/0001 05901602000061/form1 Oq.txt 11120/2002
Page 10 of
Financial Officer (the "Certifying Officers ), are responsible for
establishing and maintaining disclosure controls and procedures for
the Company. The Certifying Officers have concluded (based on their
evaluation of these controls and procedures as of a date wi thin 90
days of the filing of this report) that the design and operation of
the Company s disclosure controls and procedures (as defined in Rule
l3a-14c under the Securities Exchange Act of 1934) are effective. No
significant changes were made in the Company s internal controls or in
other factors that could significantly affect those controls
subsequent to the date of the evaluation, including any corrective
actions with regard to significant deficiencies and material
weaknesses.
PART II - OTHER IN~ORMATION
Item 1.Legal Proceedings.
No legal proceedings filed or pending.
Item '~. Changes in Securities
(a) Securities were materially modified as follows as a result of a Forward
Triangular Merger of CeriStar Inc and Planet Inc.
CeriStar Inc
CeriStar securities consisted of Common, Series A preferred, and
Series B Preferred stock. The Preferred A and B stock had a conversion
ratio of 2 shares of common for each share of Preferred. The Preferred
B Stock had liquidation and dividend preference over Preferred A and
Common stock and Preferred A had the same preference over common
stock.
CeriStar Inc stock was further modified by conversion to Planet Inc
stock. Preferred stock was converted at a ratio of 0.757 Planet shares
to one share of CeriStar preferred share and the common stock was
converted to Planet Inc stock at the ratio 0.3177 Planet shares for
one share of CeriStar common stock.
A CeriStar shareholders meeting was held at CeriStar ' s corporate
offices on May 13, 2002 at 10: 00 am. Notification of the meeting with
an explanation of how this would affect his or her security position
was sent to each shareholder. The notification included a request for
them to either vote in person or by proxy on the proposed forward
triangular merger. The results of the voting were as follows:
-cTABLE:;:.
---------------------------- -------------------------- - -- - - -------- ---
-cS:;:'-cC:;:'-CC:;:'-cC:;:'
Type of Security For Againsc:
---------------------------- -------------------------- --- - - - --- - --- ------------------------------- ------------------- --- --- - - -- ----- ---- ---
Common 96%
---------------------------- -------------------------- --- --- -- ---- ------------------------------- ------------------------- - --- - ----- -------
Preferred A 75.86%96%
---------------------------- ------------------- ------- --------- ----------------------------------- -------------------------- --------- -------
Preferred B 96%
---------------------------- ---------------------- --- - ---- ----- ---- ---
-c/TABLE:;:'
http://www.sec.gov/Archives/edgar/data/1084507/0001 0590 1602000061 /form 1 Oq .txt 11/20/2002
Page II of
Planet Inc
The Planet shareholders were all common shareholders. They
experienced a reverse split reducing their shares by approximately 5
to 1 in the number of shares they held. The split was approved by a
majority vote of the Planet shareholders
(a) . CeriStar Preferredup their liquidation
preferences as described above but
each class voting for the proposed
as required by CeriStar ' s Articles
shareholdersand di vidend
only with the majority merger acquisition
of Incorporation.
gave
(b) . There have been no equity securities of the
registrant sold by the registrant during the period covered
by the report that were not registered under the Securities
Act.
Item .3.. Defaults Upon Senior Securities
None
Item 4. Submission of Matters to a Vote of Security Holders.
None
Signatures
In accordance with the requirements of the Exchange Act, the
registrant caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
Date 19 November 2002 David L. Bailey
----------------------- --- -------
Chief Executive Officer
Date 19 November 2002 G. Earl Demorest
------------------------------- -
Chief Financial Officer
CERTIFICATIONS
I, David L. Bailey, certify that:
I have reviewed this quarterly Report on Form 10-QSB of CeriStar, Inc.
2. Based on my knowledge, this quarterly report does not contain
any untrue statement of a material fact or omit to state a material
fact necessary to make the statements made, in light of the
circumstances under which such statements were made, not misleading
wi th respect to the period covered by this quarterly report;
3. Based on my knowledge, the financial statements, and other
financial information included in this quarterly report, fairly
http://www.sec.gov/Archives/edgar/data/1084507 /0001 05901602000061/form I Oq.txt 11/20/2002
Page 12 of 15
present in all material respects the financial condition, results of
operations and cash flows of the registrant as of, and for, the
periods presented in this quarterly report;
4. The registrant's other certifying officers and I are responsible
for establishing and maintaining disclosure controls and procedures
(as defined in Exchange Act Rules 13a-14 and 15d-14) for the
registrant and have:
(a) Designed such disclosure controls and procedures to ensure
that material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others wi thin those
entities, particularly during the period in which this quarterly
report is being prepared;
(b) Evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to the
filing date of this quarterly report (the "Evaluation Date ); and
(c). Presented in this quarterly report our conclusions about tr.e
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have
disclosed, based on our most recent evaluation, to the registrant I s
auditors and the audit committee of registrant I s board of directors
(or persons performing the equivalent functions):
(a) All significant deficiencies in the design or operation of
internal controls which could adversely affect the registrant'
ability to record, process, summarize and report financial data and
have identified for the registrant's auditors any mater~al weaknesses
in internal controls; and
(b) Any fraud, whether or not material, that involves management
or other employees who have a significant role in the registrant'
internal controls;' and
6. The registrant I s other certifying officers and I have indicated
in this quarterly report whether or not there were significant changes
in internal controls or in other factors that could significantly
affect internal controls subsequent to the date of our most recent
evaluation, including any corrective actions with regard to
significant deficiencies and material weaknesses.
Date:November 19, 2002
By David L. Bailey
----------
Chief Executive Officer
C:ERTI FICATIONS
I, G. Earl Demorest, certify that:
http://www.sec.gov/Archives/edgar/data/1084507 /0001 059016020000611form I Oq.txt 11/20/2002
Page 13 of 15
I have reviewed this quarterly Report on Form 10-QSB of CeriStar, Inc.
2. Based on my knowledge, this quarterly report does not contain
any untrue statement of a material fact or ?mit to state a material
fact necessary to make the statements made, in light of the
circumstances under which such statements were made, not misleading
wi th respect to the period covered by this quarterly report;
3. Based on my knowledge, the financial statements, and other
financial information included in this quarterly report, fairly
present in all material respects the financial condition, results of
operations and cash flows of the registrant as of , and for, the
periods presented in this quarterly report;
4. The registrant I s other certifying officers and I are respons ible
for establishing and maintaining disclosure controls and procedures
(as defined in Exchange Act Rules 13a-14 and 15d-14) for the
registrant and have:
(a) Designed such disclosure controls and procedures to ensurethat .material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others wi thin those
entities, particularly during the period in which this quarterly
report is being prepared;
(b) Evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to the
filing date of this quarterly report (the "Evaluation Date ); and
(c) Presented in this quarterly report our conclusions about theeffecti veness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have
disclosed, based on our most recent evaluation, to the registrant'
auditors and the audit committee of registrant's board of directors
(or persons performing the equivalent functions):
(a) All significant deficiencies in the design or operation of
internal controls which could adversely affect the registrant'
ability to record, process, summarize and report financial data andhave identified for the registrant I s auditors any material weaknesses/ internal controls; and
(b) Any fraud, whether or not material, that involves management
or other employees who have a significant role in the registrant'
internal controls; and
6. The registrant I s other certifying officers and I have indicated
in this quarterly report whether or not there were significant changes
in internal controls or in other factors that could significantly
affect internal controls subsequent to the date of our most recent
evaluation, including any corrective actions with regard to
significant deficiencies and material weaknesses.
Date:November 19, 2002
By G. Earl Demorest
Chief Financial Officer
http://www.sec.gov/Archives/edgar/data/1084507 /0001 05901602000061/form 1 Oq.txt 11/2012002
Page 14 of 15
EXHIBIT 99.
CERTIFICATION PURSUANT TO
18 U.C. SECTION 1350
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES - OXLEY ACT OF 2002
In connection with the quarterly report of Ceristar, (the "Company
on Form 10-Q for the quarter ended September 30, 2002, David L.Bailey,
hereby certifies, pursuant to 18 U. S. C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes - Oxley Act of 2002, that to
the best of his knowledge:
The quarterly report fully complies with the requirements of Section
13(a) of the Securities Exchange Act of 1934; and
The information contained in the quarterly report fairly presents, in
all material respects, the financial condition and
resul ts of operations of the Company.
November 19, 2002 David L. Bailey
------ - - --------------------------- --
(Date)President (Chief Executive Officer)
EXHIBIT 99.
CERTIFICATION PURSUANT TO
18 U.C:. SECTION 1350
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES - OXLEY ACT OF 2002
In connection with the quarterly report of Ceristar, (the "Company
on Form 10-Q for the quarter ended September 30, 2002, G. Earl
Demorest, hereby certifies, pursuant to 18 U.C. Section 1350, as
adopted pursuant to Section g06 of the Sarbanes - Oxley Act of 2002,that to the best of his knowledge:
The quarterly report fully complies with the requirements of Section
13 (a) of the Securities Exchange Act of 1934; and
The information contained in the quarterly report fairly presents,in all material respects, the financial condition and
resul ts of operations of the Company.
November 19,2002 G. Earl Demorest
http://www.sec.gov/Archives/edgar/datall 084507/0001 05901602000061/forml Oq.txt 11/20/200:2
To
t
a
l

c
u
r
r
e
n
t

l
i
a
b
i
l
i
t
i
e
s
Lo
n
g
-
t
e
r
m

d
e
b
t
To
t
a
l

l
i
a
b
i
l
i
t
i
e
s
Co
m
m
i

tm
e
n
t
s

a
n
d

c
o
n
t
i
n
g
e
n
c
i
e
s
--
-
-
-
-
-
-
29
1
,
97
4
68
0
,
95
0
--
-
-
-
-
-
-
97
2
,
92
4
St
o
c
k
h
o
l
d
e
r
s
'
e
q
u
i
t
y
:
Co
n
v
e
r
t
i
b
l
e

p
r
e
f
e
r
r
e
d

s
t
o
c
k
,

$
.
00
1

p
a
r

v
a
l
u
e
,

v
o
t
i
n
g
;

10
,

0
0
0
,

0
0
0

s
h
a
r
e
s
au
t
h
o
r
i
z
e
d
,

n
o

s
h
a
r
e
s

i
s
s
u
e
d

a
n
d

o
u
t
s
t
a
n
d
i
n
g
Co
m
m
o
n

s
t
o
c
k
,

$
.
00
1

p
a
r

v
a
l
u
e
,
-
1
0
,
00
0
,
00
0

s
h
a
r
e
s

a
u
t
h
o
r
i
z
e
d
,
42
8
,
62
7

i
s
s
u
e
d

a
n
d

o
u
t
s
t
a
n
d
i
n
g
Ad
d
i

ti
o
n
a
l

p
a
i
d
-
in

c
a
p
i

t
a
l
De
f
e
r
r
e
d

c
o
m
p
e
n
s
a
t
i
o
n
Su
b
s
c
r
i
p
t
i
o
n
s

r
e
c
e
i
v
a
b
l
e
Ac
c
u
m
u
l
a
t
e
d

d
e
f
i
c
i
t
To
t
a
l

s
t
o
c
k
h
o
l
d
e
r
s
'
e
q
u
i
t
y
To
t
a
l

l
i
a
b
i
l
i
t
i
e
s

.
~n
d

s
t
o
c
k
h
o
l
d
e
r
s

I

e
q
u
i
t
y
Se
e

a
c
c
o
m
p
a
n
y
i
n
g

n
o
t
e
s

t
o

f
i
n
a
n
c
i
a
l

s
t
a
t
e
m
~~
t
s
CE
R
I
S
T
A
R
,

I
N
C
.
CO
N
D
E
N
S
E
D

C
O
N
S
O
L
I
D
A
T
E
D

U
N
A
U
D
I
T
E
D

S
T
A
T
E
M
E
N
T

O
F

O
P
E
R
A
T
I
O
N
S
Fo
r

T
h
e

P
e
r
i
o
d
s

E
n
d
e
d

S
e
p
t
e
m
b
e
r

30
,
42
8
92
5
,
92
8
(1
,
04
8
,
40
8
)
(3
1
,
46
3
)
(6
,
78
3
,
82
4
)
--
-
-
-
-
-
-
-
-
-
-
-
-
67
,
66
1
--
-
-
-
-
-
-
-
-
-
-
-
-
$1
,
04
0
,
58
5
--
-
-
-
-
-
-
-
-
-
-
-
-
.:
:
:
T
A
B
L
E
)
-
.:
:
:
5
)
-
Re
v
e
n
u
e
s
Co
s
t

of

Sa
l
e
s
Se
l
l
i
n
g

g
e
n
e
r
a
l

a
n
d

a
d
m
i
n
i
s
t
r
a
t
i
v
e
To
t
a
l

c
o
s
t
s

a
n
d

e
x
p
e
n
s
e
s
Lo
s
s

f
r
o
m

o
p
e
r
a
t
i
o
n
s
Ot
h
e
r

i
n
c
o
m
e

(e
x
p
e
n
s
e
)
:
'i

O
t
h
e
r

i
n
c
o
m
e
In
t
e
r
e
s
t

e
x
p
e
n
s
e
To
t
a
l

o
t
h
e
r

i
n
c
o
m
e

(e
x
p
e
n
s
e
)
Ne
t

l
o
s
s

b
e
f
o
r
e

i
n
c
o
m
e

t
a
x
e
s
Th
r
e
e
Mo
n
t
h
s

E
n
d
e
d
20
0
2
Th
r
e
e
Mo
n
t
h
s

E
n
d
e
d
20
0
1
Ni
n
e
Mo
n
t
h
s

E
n
d
e
d
20
0
2
Ni
n
e
Mo
n
t
h
s

E
n
d
e
d
20
0
1
--
-
-
-
-
-
-
-
-
-
-
-
-
-
-
--

-
-
-
-
-
-
-
-
-
-
-
-
-
--

-
--
-
-
-
-
--

-
-
-
-

-
-

-
-
':
:
:
C
)
-
'::
:
C
)
-
.:
:
:
c
:
;
.
':
:
:
C
)
-
$1
8
9
,
79
5
$
9
,
46
4
$5
2
6
,
44
0
19
0
,
47
8
--
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-

-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-

-
-
-
-
-
-
-
-
-
-
--
-
-
--

-
-
-
-
-
-
--
-
-
-
-
-
-
10
5
,
81
2
97
2
,
85
0
63
,
48
7
21
7
,
32
9
12
7
,
84
1
33
6
,
97
9
63
0
,
87
6
17
0
,
59
7
--
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-

-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-

-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-

-
-
-
-
-
-
-
-
-
-
-
-
-
-
07
8
,
66
2
40
0
,
46
6
84
8
,
20
5
29
8
,
43
8
--
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-

-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-

-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-

-
-
-
-
-
-
-
-
-
-
-
-
-
-
(1
,
88
8
,
86
7
)
(3
9
1
,
00
2
)
(2
,
32
1
,
76
5
)
(1
,
10
7
,
96
0
)
--
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-

-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-

-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-

-
-
-
-
-
-
-
-
-
-
-
-
-
-
00
0
01
3
00
2
,
7
6
8
(3
,
07
7

)
(1
6
,
73
2
)
--
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-

-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-

-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-

-
-
-
-
-
-
-
-
-
-
-
-
-
-
76
8
(2
,
07
7
)
01
3
(1
5
,
73
0
)
--
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-

-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-

-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-

-
-
--
-
-
-
-
-
-
-
-
-
-
(1
,
89
0
,
94
4
)
(3
8
9
,
98
9
)
(2
,
33
7
,
49
5
)
(1
,
10
3
,
19
2
)
Pr
o
v
i
s
i
o
n

f
o
r

in
c
o
m
e

t
a
x
e
s
--
-

-
-
-
--

-
-
--
-

-
--
-
-

-
-
-
-
-

-
-
-

-

-
-
-
-
-
-

-
-

-
-
-

-

-

-
--
-

-

-
-

-
--
-
-
-
-
-
-

-
-

-

-
-

-

-

-

-

-
-
Ne
t

l
o
s
s
$(
1
,
89
0
,
94
4
)
$(
3
8
9
,
98
9
)
$(
2
,
33
7
,
49
5
)
$
(
1
,

1
0
3
,

1
9
2
)
--
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-

-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-

-
-
-
--
-
--
-
-
-
-
-
-
--
-
-

-

--
-
-
-

-
-
-

-
-
-
Ne
t

l
o
s
s

p
e
r

s
h
a
r
e

-

ba
s
i
c

a
n
d

d
i
l
u
t
e
d
$
(
0
.
45
)
$
(
0
.
11
)
$
(
0
.
59
)
$
(
0
.
32
)
--
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-

-
-
-
-
-
-
-
--
-
-
-
-
-

-
-
-

-
-
-
-
--
-
-
-
--
-
-
--
-
-
-

-
-
-
--
-
-
-
-
-

-
-
-
We
i
g
h
t
e
d

a
v
e
r
a
g
e

s
h
a
r
e
s

o
u
t
s
t
a
n
d
i
n
g

-
i
b
a
s
i
c

an
d

d
i
l
u
t
e
d
22
4
,
00
0
64
0
,
00
0
93
2
,
00
0
49
4
,
00
0
--
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-

-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-

-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-

-
-
-
-
-
-
-
-
-
-
-
-
-
-
.c
I
T
A
B
L
E
;
:
'
Se
e

a
c
c
o
m
p
a
n
y
i
n
g

n
o
t
e
s

t
o

f
i
n
a
n
c
i
a
l

st
a
t
e
m
e
n
t
s
CE
R
I
S
T
A
R
,

I
N
C
.
UN
A
U
D
I
T
E
D

S
T
A
T
E
M
E
N
T

O
F

C
A
S
H
F
L
O
W
S
Fo
r

T
h
e

N
i
n
e

M
o
n
t
h
s

E
n
d
e
d

S
e
p
t
e
m
b
e
r

30
,
.c
T
A
B
L
E
;
:
.
20
0
2
20
0
1
--
-
-
-
-
-
-
-
-
-
-
-
-
-

--
-
-
-
-
-
-
-
-
-
-
-
-
-
':
:
S
;
:
'
Ca
s
h

f
l
o
w
s

f
r
o
m

o
p
e
r
a
t
i
n
g

a
c
t
i

v
i

ti
e
s
:
':
:
C
;
:
'
':
:
C
;
:
'
Ne
t

l
o
s
s
Ad
j
u
s
t
m
e
n
t
s

t
o

r
e
c
o
n
c
i
l
e

n
e
t

l
o
s
s

t
o

n
e
t

ca
s
h
us
e
d

i
n

o
p
e
r
a
t
i
n
g

a
c
t
i
v
i
t
i
e
s
:
$(
2
,
33
7
49
5
)
$(
1
,
10
3
,
19
2
)
De
p
r
e
c
i
a

t
i
o
n
88
,
66
8
52
7
67
1
,
16
9
40
7
58
8
23
3
,
79
2
16
,
50
0
00
0
Is
s
u
a
n
c
e

o
f

co
r
n
m
o
n

s
t
o
c
k

fo
r

s
e
r
v
i
c
e
s
Am
o
r
t
i
z
a
t
i
o
n

o
f

d
e
f
e
r
r
e
d

c
o
m
p
e
n
s
a
t
i
o
n
Am
o
r
t
i
z
a
t
i
o
n

o
f

d
e
f
e
r
r
e
d

d
e
b
t

i
s
s
u
e

co
s
t
s
Ch
a
n
g
e
s

i
n

o
p
e
r
a
t
i
n
g

a
s
s
e
t
s

a
n
d

li
a
b
i
l
i
t
i
e
s
Re
c
e
i

v
a
b
l
e
s
(1
6
0
,
82
9
)
(8
7
77
7
)
Pr
e
p
a
i
d
s

a
n
d

o
t
h
e
r

a
s
s
e
t
s
(8
,
33
7

)
(
4
3
0
)
Ac
c
o
u
n
t
s

p
a
y
a
b
l
e
94
,

9
0
3
Ac
c
r
u
e
d

l
i
a
b
i
l
i
t
i
e
s
42
,
12
4
23
,
22
3
De
f
e
r
r
e
d

r
e
v
e
n
u
e
14
,
28
6
--
-
-
-
-
-
-
-
-
-
-
-
--

-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
Ne
t

c
a
s
h

u
s
e
d

i
n

o
p
e
r
a
t
i
n
g

a
c
t
i

vi

t
i
e
s
(3
5
5
,
71
9
)
(7
3
9
,
56
1
)
--
-
-
-
-
-
-
-
-
-
-
-
-
-

-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
c:
a
s
h

f
l
o
w
s

u
s
e
d

i
n

i
n
v
e
s
t
i
n
g

ac
t
i

v
i

t
i
e
s
-
pu
r
c
h
a
s
e

o
f

p
r
o
p
e
r
t
y

a
n
d

e
q
u
i
p
m
e
n
t
(3
8
,
99
0
)
(5
,
84
4
)
--
-
-
-
-
-
-
-
-
-
-
-
-
-

-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
Ca
s
h
fl
o
w
s
fr
o
m
fi
n
a
n
c
i
n
g
ac
t
i
v
i
t
i
e
s
:
Pr
o
c
e
e
d
s
fr
o
m
sa
l
e
co
m
m
o
n
an
d

p
r
e
f
e
r
r
e
d
st
o
c
k
Pr
o
c
e
e
d
s
fr
o
m
re
l
a
t
e
d
pa
r
t
y

p
a
y
a
b
l
e
Pr
o
c
e
e
d
s
fr
o
m
is
s
u
a
n
c
e
de
b
t
13
0
,
03
9
45
5
,
75
2
63
,
47
4
37
7
,
54
3
Pr
i
n
c
i
p
a
l

p
a
y
m
e
n
t
s

o
n

l
o
n
g
-
t
e
r
m

d
e
b
t
(4
,
51
3
)
--
-
-
-
-
-
-
-
-
-
-
-
-
-

-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
Ne
t

c
a
s
h

p
r
o
v
i
d
e
d

b
y

f
i
n
a
n
c
i
n
g

a
J~
i
v
i
t
i
e
s
56
6
,
54
3
45
5
,
75
2
--
-
-
-
-
-
-
-
-
-
-
-
-
-

-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
Ne
t

(d
e
c
r
e
a
s
e
)

i
n
c
r
e
a
s
e

i
n

c
a
s
h

a
n
d

c
a
s
h

eq
u
i
v
a
l
e
n
t
s
17
1
,
83
4
(2
8
9
,
65
3
)
Ca
s
h

a
n
d

c
a
s
h

e
q
u
i
v
a
l
e
n
t
s

a
t

b
e
g
i
n
n
i
n
g

of

p
e
r
i
o
d
51
8
1\
3
0
,
40
8
--
-
--
-
-
-
--
-
-
-
--

-
-
-
-
-
-
-
-
-

-

-
-
-

-
Ca
s
h

a
n
d

c
a
s
h

e
q
u
i
v
a
l
e
n
t

5
a

t

e
n
d

o
f

pe
r
i
o
d
17
4
,
35
2
14
0
,
75
5
--
-
-
--
-
--
-
-
--

-
-
-
-
-
--
-
':
:
:
/
T
A
B
L
E
~
Se
e

a
c
c
o
m
p
a
n
y
i
n
g

n
o
t
e
s

t
o

f
i
n
a
n
c
i
a
l

s
t
a
t
e
m
e
n
t
s
Or
g
a
n
i
z
a
t
i
o
n

a
n
d

S
u
m
m
a
r
y

-
of

S
i
g
n
i
f
i
c
a
n
t

A
c
c
o
u
n
t
i
n
g

P
o
l
i
c
i
e
s
Ba
s
i
s

o
f

P
r
e
s
e
n
t
a
t
i
o
n
Th
e

a
c
c
o
m
p
a
n
y
i
n
g

f
i
n
a
n
c
i
a
l

s
t
a
t
e
m
e
n
t
s

h
a
~
e

b
e
e
n

p
r
e
p
a
r
e
d

b
y

t
h
e
Co
m
p
a
n
y

w
i
t
h
o
u
t

a
n

au
d
i
t
.

I
n

t
h
e

o
p
i
n
i
o
n

o
f

m
a
n
a
g
e
m
e
n
t
,

a
l
l
ad
j
u
s
t
m
e
n
t
s

(
w
h
i
c
h

i
n
c
l
u
d
e

o
n
l
y

n
o
r
m
a
l

r
e
c
u
r
r
i
n
g

ad
j
u
s
t
m
e
n
t
s
)
ne
c
e
s
s
a
r
y

t
o

p
r
e
s
e
n
t

f
a
i
r
l
y

t
h
e

f
i
n
a
n
c
i
a
l

po
s
i
t
i
o
n
,

r
e
s
u
l
t
s

o
f
op
e
r
a
t
i
o
n
s

a
n
d

c
a
s
h

f
l
o
w
s

a
t

S
e
p
t
e
m
b
e
r

30
,

2
0
0
2

a
n
d

f
o
r

a
l
l

p
e
r
i
o
d
s
pr
e
s
e
n
t
e
d

h
a
v
e

b
e
e
n

m
a
d
e
.
Ce
r
t
a
i
n

i
n
f
o
r
m
a
t
i
o
n

a
n
d

f
o
o
t
n
o
t
e

d
i
s
c
l
o
s
u
r
e
s

n
o
r
m
a
l
l
y

i
n
c
l
u
d
e
d

i
n
fi
n
a
n
c
i
a
l

s
t
a
t
e
m
e
n
t
s

p
r
e
p
a
r
e
d

i
n

a
c
c
o
r
d
a
n
c
e

w
i
t
h

a
c
c
o
u
n
t
i
n
g

p
r
i
n
c
i
p
l
e
s
ge
n
e
r
a
l
l
y

a
c
c
e
p
t
e
d

i
n

t
h
e

U
n
i
t
e
d

S
t
a
t
e
s

o
f

A
m
e
r
i
c
a
.

h
a
v
e

b
e
e
n
co
n
d
e
n
s
e
d

o
r

o
m
i
t
t
e
d
.

T
h
e

r
e
s
u
l
t
s

o
f

o
p
e
r
a
t
i
o
n
s

f
o
r

t
h
e

p
e
r
i
o
d
s

e
n
d
e
d
Se
p
t
e
m
b
e
r

3
0
,

2
0
0
2

a
r
e

n
o
t

n
e
c
e
s
s
a
r
i
l
y

i
n
d
i
c
a
t
i
v
e

o
f

t
h
e

o
p
e
r
a
t
i
n
g
re
s
u
l

t
s

fo
r

t
h
e

f
u
l
l

ye
a
r
.
Or
g
a
n
i
z
a
t
i
o
n
Ce
r
i
S
t
a
r
,

I
n
c
.

-
(C
e
r
i
S
t
a
r
)

wa
c
s

in
c
o
r
p
o
r
a
t
e
d

i
n

D
e
c
e
m
b
e
r

19
9
9
,

u
n
d
e
r
th
e

D
e
l
a
w
a
r
e

G
e
n
e
r
a
l

C
o
r
p
o
r
a
t
i
o
n

l
a
w

a
n
d

o
p
e
r
a
t
e
s

i
n

t
h
e
co
m
m
u
n
i
c
a
t
i
o
n
s

i
n
d
u
s
t
r
y

a
s

a

h
i
-
t
e
c
h

d
e
v
e
l
o
p
e
r

o
f

I
P

t
e
c
h
n
o
l
o
g
y
ap
p
l
i
e
d

d
a
t
a

c
o
n
v
e
r
g
e
n
c
e
.

On

S
e
p
t
e
m
b
e
r

1
0
,

2
0
0
2

C
e
r
i
S
t
a
r
:
:
_
,
en
t
e
r
e
d

i
n
t
o

a

F
o
r
w
a
r
d

T
r
i
a
n
g
u
l
a
r
Me
r
g
e
r

A
g
r
e
e
m
e
n
t

w
i
t
h

P
l
a
n
e
t

Re
s
o
u
r
c
e
s
,

I
n
c
.

(P
l
a
n
e
t
)

i
n

w
h
i
c
h

t
h
e
is
s
u
e
d

a
n
d

o
u
t
s
t
a
n
d
i
n
g

s
t
o
c
k

o
f

C
e
r
i
S
t
a
r
,

i
n
c
l
u
d
i
n
g

C
o
n
v
e
r
t
i
b
l
e
Pr
e
f
e
r
r
e
d

S
e
r
i
e
s

A

s
h
a
r
e
s

(S
e
r
i
e
s

A
)

a
n
d

C
o
n
v
e
r
t
i
b
l
e

P
r
e
f
e
r
r
e
d

S
e
r
i
e
s
B
s
h
a
r
e
s

(
S
e
r
i
e
s

B
)
,

w
e
r
e

e
x
c
h
a
n
g
e
d

f
o
r

t
h
e

i
s
s
u
e
d

a
n
d

o
u
t
s
t
a
n
d
i
n
g
st
o
c
k

o
f

P
l
a
n
e
t
.

S
e
r
i
e
s

A

a
n
d

B

s
h
a
r
e
s

w
e
r
e

e
x
c
h
a
n
g
e
d

a
t

a

r
a
t
e

o
f
ap
p
r
o
x
i
m
a
t
e
l
y
75
7

f
o
r

e
v
e
r
y

c
o
m
m
o
n

s
h
a
r
e

o
f

Pl
a
n
e
t

i
s
s
u
e
d

a
n
d

C
o
m
m
o
n
If
)
..
.
.
.
.
1:
=
..
.
.
;.
.
,
E-
4=.J
)
..
.
.
...
.
.
.
..
.
.
..
.
.
.
"C
ICI
Jc.
.
;.
.
,
Page No.
Original
CeriStar, Inc.
(Acceptance Stamp)
TITLE SHEET
ALTERNATIVE LOCAL EXCHANGE TELECOMMUNICATIONS TARIFF
This tariff contains the descriptions, regulations, and rates applicable to the furnishings of service and facilities for
alternative local exchange telecommunications services provided by CeriStar, Inc. with principal offices at 50 West
Broadway, Suite 1100, Salt Lake City, UT 84101. This tariff applies for services furnished within the State of
Idaho.
This tariff is on file with the Idaho Public Utilities Commission and copies may be inspected, during normal
business hours, at the CeriStar, Inc. principal place ofbusiness.
Issued:Effective:
Issued by: David L. Bailey
Chairman and CEO
CeriStar, Inc.
50 West Broadway, Suite 1100
Salt Lake City, UT 84101
Page
CeriStar, Inc.
No.
Original
(Acceptance Stamp)
CHECK SHEET
Sheets 1 through 52 inclusive of this tariff are effective as of the 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 Revisions
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:
Sheet Revisions Sheet Revisions
Original
Original
Original
Original
Original
Original
Original
Original
Original
Original
Original
Original
Original
Original
Original
Original
Original
Original
Original
Original
Original
Original
Original
._---------------- --- -
Effective:
Issued by: David L. Bailey
Chairman and CEO
CeriStar, Inc.
SO West Broadway, Suite 1100
Salt Lake City, UT 84101
Page No.
Original
CeriStar, Inc.
(Acceptance Stamp)
TABLE OF CONTENTS
SHEET
TITLE SHEET........................................................."""""""""""""""""""""""""""""'"..................................
CHECK SHEET .....................................................................................................................................................
TABLE OF CONTENTS .......................................................................................................................................
SYMBOLS ......................................................................................................,......................................................
TARIFF FORMAT """""""""""""""""""""""""""""""""""""""""""""".....................................................
SECTION 1 - TECHNICAL TERMS AND ABBREVIATIONS ........................................................................
SECTION 2 - APPLICATION OF TARIFF ..........................................................................................................
SECTION 3 - RULES AND REGULATIONS .....................................................................................................
SECTION 4 - EXCHANGE ACCESS SERVICE .................................................................................................41
SECTION 5 -EXCHANGE ACCESS OPTIONAL FEATURE...........................................................................45
SECTION 6 - MESSAGE TOLL SERVICE .........................................................................................................
SECTION 7 - MISCELLANEOUS SERVICES....................................................................................................
SECTION 8 - SPECIAL ARRANGEMENTS.......................................................................................................
- _- _~ -~- --~ ---
~ on on
- ---
Issued:Effective:
Issued by: David L. Bailey
Chairman and CEO
CeriStar, Inc.
50 West Broadway, Suite 1100
Salt Lake City, UT 84101
Page No.
Original
CeriStar, Inc.
(Acceptance Sta111P)
SYMBOLS
With respect to future tariff changes, the following are the only symbols used for the purposes indicated below:
C - To Signify changed regulation
D - Delete or discontinue
I - Change resulting in an increase to a rate
M - Moved from another tariff location
N - New
R - Change resulting in a reduction to a rate
S - Matter appearing elsewhere or repeated for clarification
T - Change in text but no change to rate or charge
~ - - -- -
Issued:Effective:
Issued by: David L. Bailey
Chairman and CEO
CeriStar, Inc.
50 West Broadway, Suite 1100
Salt Lake City, UT 84101
Page No.
Original
CeriStar, Inc.
Issued:
(Acceptance Stamp)
TARIFF FORMAT
Sheet Numberin - Sheet numbers appear in the upper right corner of the sheet. Sheets are numbered
sequentially. However, new sheets are occasionally added to the tariff. When a new sheet is added between
sheets aheady in effect, a decimal is added. . For example, a new sheet added between sheets 9 and 10
would be 9.
Sheet Revision - Sheet numbers also appear in the upper right hand corner of each sheet where applicable.
These numbers are used to detennine the most current sheet version on file with the Idaho Public Utilities
Commission (hereinafter ID PUC). For example, the 4th revised Sheet 9 cancels the 3rd revised Sheet 9.
Consult the latest Check Sheet for the sheet currently in effect.
Para h Numberin uence - There are nine levels of paragraph coding. Each level of coding is
subservient to its next higher level:
1.1
2. 1. 1.A.
1.1.A.I.
I.1.A.1.(a).
2. I. LA. I. (a).
1.I.A.I.(a).I.(i).
1.1.A.I.(a).I.(i).(1 ).
Check Sheets - When a tariff filing is made with the ID PUC, an updated check sheet is included. The
check sheet lists the sheets contained in the tariff, with a cross-reference to the current revision number.
When new pages are added, the check sheet is changed to reflect the revision. An asterisk designates all
revisions made in a given filing (*). There will be no other symbols used on this page if these are the only
changes made to it (i.e. the format, etc. remains the same, just revised revision levels on some pages). The
tariff user should refer to the latest check sheet to find out if a particular sheet is the most current on file
with the ill Puc.
~ -- - -- ..~---_
Effective:
Issued by: David L. Bailey
Chairman and CEO
CeriStar, Inc.
50 West Broadway, Suite 1100
Salt Lake City, UT 84101
Page No.
Original
CeriStar, Inc.
(Acceptance Stamp)
SECTION 1- TECHNICAL TERMS AND ABBREVIATIONS
Certain terms used generally throughout this tariff are defined below.
Accessories: Devices which are mechanically attached to, or used with, the facilities furnished by a
telephone company and which are independent of, and not electrically, acoustically, or inductively
connected to the conductors in the communications path of a telephone company s facilities.
Advance Pa ent: Part or all of a payment required before the start of service.
licant: An individual or concern making application to the Company for communications service under
this tariff.
lication: Refers to an application made by a prospective Subscriber to the Company under which
services for communication between specified locations, for designated periods, and for the use of the
Subscriber specifically named in the application are to be furnished in accordance with the provisions ofthis
tariff.
Authorized User: A person, fmn or corporation which is authorized by the Subscriber to be connected to
the service of the Subscriber. An authorized user must be specifically named in the application for service.
Bandwidth: A defined range of frequencies.
Baud: A unit of signaling speed. It is the reciprocal of the time duration in seconds of the shortest signal
element (mark and space) within a code signal. The speed baud is the number of signal elements per
second.
Bit: The smallest unit of infonnation in the binary system of notation.
Brid Arran ements: The physical equipment needed in a telephone company s central office to meet
specified transmission and signaling criteria.
Buildin Channel: The inside wire used to connect two or more stations within the same building or to
connect a station to station connection location.
Call Forwardin Station: Allows calls directed to a station line to be routed to a user derIDed line.
Call Forwardin Bus : Permits calls attempting to terminate to a busy station to be redirected to a
predetermined line.
Call Waitin : Permits a line in the talking state to be alerted by a tone when another call is attempting to
complete to the line.
Channel: A path for electrical communication between two or more stations or telephone company s central
offices. A channel may be furnished in such manner as the telephone company may elect, whether by wire
radio or combination-thereof andwhetheror-noLby means-of a single_physical. facility_or rOl1te_
Issued:Effective:
Issued by: David L. Bailey
Chairman and CEO
CeriStar, Inc.
50 West Broadway, Suite 1100
Salt Lake City, UT 84101
Page No.
Original
CeriStar, Inc.
- --- -~
Issued:
(Acceptance Stamp)
SECTION 1- TECHNICAL TERMS AND ABBREVIATIONS (CONT'
Channel Tenninal: Provides for equipment required to terminate an interexchange channel at each rate
center central office.
Commission: Refers to the Idaho Public Utilities Commission.
Communications Services: The Company s intrastate communications services offered under this tariff.
: CeriStar, Inc. ("CeriStar ), the issuer of this tariff.
Network: The array of communications services which the Company has purchased from an
Underlying Carrier and uses to provide services to Subscribers under this tariff.
Connectin Arran ement: Denotes equipment provided by a telephone company to accomplish the direct
electrical connection of Subscriber-provided facilities with the facilities of the telephone company.
Subscriber-Provided Tenninal E ment: Devices, apparatus and their associated wiring, provided by a
Subscriber which do not constitute a communications system.
Data Access Arran ement: A protective connecting arrangement for use with the network control signaling
unit, or, in lieu of the connecting aITangement, an arrangement to identify a central office line and protective
facilities and procedures to determine compliance.
Direct Electrical Connection: A physical connection of the electrical conductors in the communications
path.
Direct Inward Dialing (D : Routes incoming calls directly to stations.
Direct Outward Dialin
g (
DaD : Allows individual station users to access and dial outside numbers
directly.
lex Service: Service which provides for simultaneous transmission in both directions.
Exchan e: A unit established for the administration of communication service in a specified area which
usually embraces a city, town or village and its environs. It consists of one or more central offices together
with the associated plant used in furnishing communication services within that area.
Fiber tic Cable: A thin filament of glass with a protective outer coating through which a light beam
carrying communications signals may be transmitted by means of multiple internal reflections to a receiver
which translates the message.
Frame: A variable length segment of data with a header, trailer and user data, which is switched through
the network as an integral unit.
~..~-~ ---
oo - _
.. --- --~.~
Effective:
Issued by: David L. Bailey
Chairman and CEO
CeriStar, Inc.
50 West Broadway, Suite 1100
Salt Lake City, UT 84101
Page No.
Original
CeriStar, Inc.
Issued:
(Acceptance Stamp)
SECTION 1- TECHNICAL TERMS AND ABBREVIATIONS (CONT'D)
Half-lex Service: Service which permits communication alternatively in either directio , or for
communication in one direction only, including bi-directional simultaneous transmission of tones required
solely for control purposes or quick turn-around or synchronization.
Hertz: A unit of frequency equal to one cycle per second.
Individual Case Basis ICB : A service arrangement in which the regulation, rates and changes are
developed based on the specific circumstances of the case.
Interexchan e Channel: Provides for facilities to connect central offices designated as rate centers in two
different exchanges.
Interexchan e Service: As used in cOIll1ection with private line services, denotes service which connects
stations in different exchanges.
Interface: The point on the premises of the Subscriber where provision is made to terminate the facilities
provided by a telephone company. At the interface the transmission path may be 2 wire or 4 wire as
specified for the various channels required.
Interoffice Channel: Provides for facilities to connect two different serving central offices for intraexchange
service or to connect a service central office and a rate center central office for an interexchange service.
Interru ted Service: That portion of service provided to a Subscriber or Authorized User for which the
Company has been notified of a temporary cessation and given an opportunity to test and repair.
Intraexchan e Service: As used in connection with private line service, is service connecting stations
wholly within one exchange and not connected to an interexchange channel.
Last Number Redial: Enables a user to redial the last number called by use of an access code rather than
dialing the entire number.
Local Channels: Facilities from the Subscriber premises to the serving central office. The facilities join
station connection locations in different buildings on different premises.
Mbps:Megabits, denotes millions of bits per second.
Move: As used in connection with the application of Non-Recurring Charges for communications services
denotes a change in physical location (when made at the request of the Subscriber and without
discontinuance of billing for service) of facilities. Charges are specified in section 6.
Multi oint Service: A service which provides a private line communication capability between more than
two premises constituting a common dedicated communications system.
. Network: The facilities4anUnder~ying-CarrieI'.
Effective:
Issued by: David L. Bailey
Chairman and CEO
CeriStar, Inc.
50 West Broadway, Suite 1100
Salt Lake City, UT 84101
Page No.
Original
CeriStar, Inc.
Issued:
(Acceptance Stamp)
SECTION 1- TECHNICAL TERMS AND ABBREVIATIONS (CONT'D)
Network Control Si nalin : The transmission of signals used in the telecommunications system which
perfonn functions such as supervision (control, status, and charging signals), address signaling
(~,
dialing), calling and called mnnber identification, audible tone signals (call progress signals indicating
reorder or busy conditions, alternating, coin denominations, coin collect and coin return tones) to control the
operation of switching machines in the telecommWlications systems.
Network Control Si nalin Unit: The tenninal equipment furnished, installed and maintained by the
telephone company for the provision of network control signaling.
Non-Recurrin Char es: Non-Recurring Charges are applied by the Company for processing Subscriber
requests to install, move, or change communications services.
One-wa Service: Service that provides for transmission in one direction.
Premises: The space occupied by a Subscriber or Authorized User in a building or buildings or on
contiguous property (except railroad rights-of-way, etc.) not separated by a highway.
Premises Channel: Facilities used to connect station connection locations located in different buildings on
the same premises. Premises channels are provided when channels terminate in Subscriber provided
tenninal equipment and cross a public right of way or interface with network facilities.
Private Line Channel Service: A channel which provides a path for communication capabilities between
two or more station connection locations or telephone company s central offices when the service is not
directly connected to the public switched network.
Private Line Channels: Electrical paths suitable for the purpose for which they are furnished and are
derived in such manner as the telephone company may elect. It is contemplated that the Subscriber will
provide all station apparatus used with channels exclusive of the equipment necessary to derive and suitably
tenninate the channels for connection of Subscriber equipment.
Private Line Service: The channels, service tenninals, and channel arrangements furnished to a Subscriber
as a unit between specified locations without intermediate switching arrangements.
Rate Center: For private line service, denotes a specified geographical location, generally a main central
office of an exchange from which mileage measurements are made for the application of interexchange
mileage rates.
Recurrin Char es: The monthly charge to the Subscriber for services, facilities, and equipment that
continues for the agreed upon duration of the service.
Service Tenninal: As used in connection with Series 5000 channels, provides for facilities to connect a
premises to the Rate Center, including a local channel and any required interoffice channel.
- -~ .- -
n -
Effective:
Issued by: David L. Bailey
Chairman and CEO
CeriStar, Inc.
50 West Broadway, Suite 1100
Salt Lake City, UT 84101
Page No. 10
Original
CeriStar, Inc.
(Acceptance Stamp)
SECTION 1- TECHNICAL TERMS AND ABBREVIATIONS (CONT'
Station: A premises or point designated by the Subscriber at which a channel terminates and where
information originates or terminates.
Subscriber: The person, flffil or corporation that orders service and is responsible for the payment of
charges and compliance with the Company s regulations.
Two-wa Service: Service that provides for transmission and/or reception to or from a station.
Underl Carrier: A common carrier that has sold commW1ications services to the Company which then
uses these services to provide communications services to end users.
Wideband Channel: A channel which has the total equivalent of twelve or more Type 2001 (voice grade)
channels.
Wire Center: The location of a local switching system and related equipment that provides telephone
service for Subscribers in the immediate geographical area.
- __n --
___- ----
Issued:Effective:
Issued by: David L. Bailey
Chairman and CEO
CeriStar, Inc.
50 West Broadway, Suite 1100
Salt Lake City, UT 84101
Page
CeriStar, Inc.
--"
No. 11
Original
(Acceptance StaIDP)
SECTION 2 - APPLICA nON OF TARIFF
This tariff contains the rates, regulations, and conditions applicable to resold and facilities-based
dedicated and switched competitive local exchange services furnished by the Company to
Subscribers within the State ofIdaho.
Service Territo
"-~ - "-- -
Issued:
Company will provide resold competitive local exchange services throughout the State of
Idaho.
Service is available where facilities permit.
-~---- -._---"--"
Effective:
Issued by: David L. Bailey
Chairman and CEO
CeriStar, Inc.
50 West Broadway, Suite 1100
Salt Lake City, UT 84101
Page
CeriStar, Inc.
Issued:
3.1
No. 12
Original
(Acceptance Stamp)
SECTION 3 - RULES AND REGULATIONS
1.1
Undertakin of the Co
Scope
1.2
1.3
The Company s obligation to furnish Communications Services is dependent upon its
ability to secure local exchange services and facilities from underlying carriers at
reasonable rates, terms and conditions. The Company will ensure an industry standard
blocking rate no greater than one (1) call per 100 calls.
Allocation or Shorta e of E ment or Facilities
The Company reserves the right to limit or to allocate assigned transmission
paths at its discretion or to limit the use of existing facilities, or of additional
facilities offered by the Company, when necessary because of a lack of facilities
or due to some other cause beyond the Company s control.
The furnishing of service under this tariff is subj ect to the availability on a
continuing basis of all the necessary facilities that the Company owns, leases or
may otherwise obtain from other carriers to furnish service, as required, at the
sole discretion of the Company.
Liabili of the Co
Because the Subscriber has exclusive control of its communications over the
services furnished by the Company, and because interruptions and errors
incident to these services are unavoidable, the services the Company furnishes
are subject to the tenDS, conditions, and limitations specified in this tariff and to
such particular terms, conditions, and limitations as set forth in the special
regulations applicable to the particular services and facilities furnished under
this tariff.
- _---- -
- u_--
Effective:
Issued by: David L. Bailey
Chairman and CEO
CeriStar, Inc.
50 West Broadway, Suite 1100
Salt Lake City, UT 84101
Page
CeriStar, Inc.
w ~
_.~-__~-..-
Issued:
No. 13
Original
(Acceptance Stamp)
SECTION 3 - RULES AND REGULATIONS (CONT'
3.1.3
Undertakin of the Co (Cont'
Liabili of the Co (Cont'
- - -~-~ -
The liability of the Company for damages arising out of the furnishing of
Communications Services, including but not limited to mistakes, omissions
inteITUptions, delays, or errors, or other defects, representations, or use of these
services or arising out of the failure to furnish these services, whether caused by
acts of commission or omission, shall be limited to the extension of allowances
for inteITUptions in service as set forth in section 3.6. The extension of such
allowances for inteITUptions in service shall be the sole remedy of the Subscriber
or any Authorized User and the sole liability of the Company. The Company
will not be liable for any special, consequential, exemplary, or punitive damages
a Subscriber may suffer, whether or not caused by the intentional acts or
omissions or negligence of the Company s employees or agents. In no event will
the Company be liable for inteITUptions in service caused as a result of routine
maintenance, testing, or adjustment of facilities.
The Company shall not be liable for any failure of performance or equipment
due to causes beyond its control, including but not limited to: acts of God, fire
flood, or other catastrophes; any law, order, regulation, direction, action, or
request of the United States Government, or of any other government, including
state and local governments having or claiming jurisdiction over the Company,
or of any department, agency, commission, bureau, corporation, or other
instrumentality of anyone or more of these federal, state, or local governments
or of any civil or military authority; national emergencies; insurrection; riots
wars; unavailability of rights-of-way or materials; or strikes, lock-outs, work
stoppages, or other labor difficulties.
The Company shall not be liable for any act or omission of any entity furnishing
to the Company or to the Company s Subscribers facilities or equipment used for
or with Communications Services the Company offers.
- -- -- -
Effective:
Issued by: David L. Bailey
Chairman and CEO
CeriStar, Inc.
50 West Broadway, Suite 1100
Salt Lake City, UT 84101
Page
CeriStar, Inc.
Issued:
No. 14
Original
(Acceptance Stamp)
SECTION 3 -RULES AND REGULATIONS (CONT'
1.3
Undertakin of the Com.p (Cont'd)
Liabili ofthe Co (Cont'd)
The Company shall not be liable for any loss or interruptions in service or for
any damages or losses due to the fault or negligence of the Subscriber or of an
Authorized User or due to the failure or malfunction of Subscriber-provided or
Authorized User-provided equipment or facilities due to the failure of the
Subscriber to fulfill any obligation under this tariff.
The Company shall not be liable for the claims of vendors supplying equipment
to Subscribers of the Company which may be installed at the premises of the
Company; nor shall the Company be liable for the performance of said vendor
or vendor s equipment.
The Company does not guarantee nor make any warranty with respect to
installations it provides for use in an explosive atmosphere. The Subscriber
indemnifies and holds the Company harmless from any and all loss, claims
demands, suits, or other action, or any liability whatsoever, whether suffered
made, instituted, or asserted by any other party or person(s) including
Authorized Users, and for any loss, damage, or destruction of any property,
whether owned by the Subscriber, Authorized Users or others, caused or
claimed to have been caused directly or indirectly by the installation, operation
failure to operate, maintenance, removal, condition, location, or use of any
installation so provided. The Company reserves the right to require each
Subscriber to sign an agreement acknowledging acceptance of the provisions of
this section 3.3. G as a condition precedent to such installations.
-.-_------- ----
Effective:
Issued by: David L. Bailey
Chairman and CEO
CeriStar, Inc.
50 West Broadway, Suite 1100
Salt Lake City, UT 84101
Page
CeriStar, Inc.
Issued:
No. IS
Original
(Acceptance Stamp)
SECTION 3 - RULES AND REGULATIONS (CONT'D)
3.1.3
Undertakin of the Co (Cont'd)
Liabili of the Com (Cont'
- ----
The Company is not liable for any defacement of or damage to the Premises of a
Subscriber or an Authorized User resulting from the furnishing of services or
equipment on or at such Premises or the installation or removal thereof, when
such defacement or damage is not the result of negligence or willful misconduct
on the part of the agents or employees of the Company.
The Company shall be indemnified, defended, and held harmless by Authorized
Users and the end user against any claim, loss, or damage arising from the
Authorized User s use of services offered under this tariff, involving claims for
libel, slander, invasion of privacy, or ipfringement of copyright arising from the
Authorized User s communications.
THE COMPANY MAKES NO WARRANTIES OR REPRESENTATIONS
EXPRESS OR IMPLIED, EITHER IN FACT OR BY OPERATION OF LAW
STATUTORY OR OTHERWISE, INCLUDING WARRANTIES OF
MERCHANTABILITY AND FITNESS FOR A PARTICULAR USE, EXCEPT
THOSE EXPRESSLY SET FORTH HEREIN.
.---. .___. -
- u
- -----~
Effective:
Issued by: David L. Bailey
Chairman and CEO
CeriStar, Inc.
50 West Broadway, Suite 1100
Salt Lake City, UT 84101
Page
CeriStar, Inc.
Issued:
No. 16
Original
(Acceptance Stamp)
SECTION 3 - RULES AND REGULATIONS (CONT'
Undertakin of the Co (Cont'd)
1.4
1.5
Claims
The Subscriber and each and every Authorized User, jointly and severally, indemnifies
and holds the Company harmless against claims for libel, slander, or the infringement of
copyright arising from or in connection with the material or subject matter transmitted
over the Network; against claims for the infringement of patents arising from combining
with, or using in connection with, the Communications Services or the Company
facilities, apparatus and systems furnished by the Subscriber or Authorized User; and
against any and all other claims arising out of any act or omission of the Subscriber or
Authorized User or a vendor or customer of the Subscriber or Authorized User in
connection with use of the Communications Services or the Company s facilities.
Notification of Service-Affectin Activities
The Company will provide the Subscriber with reasonable notification of
service-affecting activities that may occur in normal operation of its Business. Such
activities may include, but are not limited to, equipment or facilities additions, removals
or rearrangements and routine preventative maintenance. Generally, such activities are
not individual Subscriber service specific; they affect many Subscribers' services. No
specific advance notification period is applicable to all service activities. The Company
will work cooperatively with the Subscriber to determine the reasonable notification
requirements. With some emergency or unplanned service-affecting conditions, such as
an outage, notification to the Subscriber may not be possible.
- -- --- - -- -- .- ~ -
Effective:
Issued by: David L. Bailey
Chairman and CEO
CeriStar, Inc.
50 West Broadway, Suite 1100
Salt Lake City, UT 84101
Page
CeriStar, Inc.
Issued:
No.
Original
(Acceptance Stamp)
SECTION 3 - RULES AND REGULATIONS (CONT'
Undertakin of the Co (Cont'
1.4
1.5
Claims
The Subscriber and each and every Authorized User, jointly and severally, indemnifies
and holds the Company harmless against claims for libel, slander, or the infringement of
copyright arising from or in connection with the material or subject matter transmitted
over the Network; against claims for the infringement of patents arising from combining
with, or using in connection with, the Communications Services or the Company
facilities, apparatus and systems furnished by the Subscriber or Authorized User; and
against any and all other claims arising out of any act or omission of the Subscriber or
Authorized User or a vendor or customer of the Subscriber or Authorized User in
cOllllection with use of the Communications Services or the Company s facilities.
Notification of Service-Affectin Activities
The Company will provide the Subscriber with reasonable notification of
service-affecting activities that may occur in normal operation of its Business. Such
activities may include, but are not limited to, equipment or facilities additions, removals
or rearrangements and routine preventative maintenance. Generally, such activities are
not individual Subscriber service specific; they affect many Subscribers' services. No
specific advance notification period is applicable to all service activities. The Company
will work cooperatively with the Subscriber to determine the reasonable notification
requirements. With some emergency or unplanned service-affecting conditions, such as
an outage, notification to the Subscriber may not be possible.
- ~_.__----
Effective:
Issued by: David L. Bailey
Chairman and CEO
CeriStar, Inc.
50 West Broadway, Suite 1100
Salt Lake City, UT 84101
Page
CeriStar, Inc.
- -
Issued:
No. 18
Original
(Acceptance Stamp)
SECTION 3 - RULES AND REGULATIONS (CONT'
Undertakin of the Co (Cont'
1.6 Non-Routine Installation
At the Subscriber s request, installation and/or maintenance may be perfonned 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 incUITed by or charged to the
Company will apply. If installation is started during regular Business hours but, at the
Subscriber s request, extends beyond regular Business hours into time periods including,
but not limited to, weekends, holidays, and/or night hours, additional charges may apply.
Prohibited Uses
3.2.
2.3
2.4
The services the Company offers shall not be used for any unlawful purpose or for any
use as to which the Subscriber has not obtained all governmental approvals
authorizations, licenses, consents, and penmts required to be obtained by the Subscriber
with respect thereto.
The Company may require applicants for service who intend to use the Company
offerings for shared use to file a letter with the Company confmning that their use of the
Companys offerings complies with relevant laws and Commission regulations, policies
orders, and decisions.
A Subscriber or Authorized User may not assign, or transfer in any maIlller, the service
without the written consent of the Company.
The Company may require a Subscriber inunediately to shut down its transmission of
signals if said transmission is causing interference to others.
- - ------- -----
Effective:
Issued by: David L. Bailey
Chairman and CEO
CeriStar, Inc.
50 West Broadway, Suite 1100
Salt Lake City, UT 84101
Page
CeriStar, Inc.
No. 19
Original
(Acceptance Stamp)
3.3 Obli ations Of The Subscriber
SECTION 3 - RULES AND REGULATIONS (CONT'
.- f--__
- ------..---...____
- n
- -._----
Issued:
3.3.1 The Subscriber shall be res onsible for:
The payment of all applicable charges as set forth in this tariff;
Damage to or loss of the Company s network or equipment caused by the acts or
omissions of the Subscriber or Authorized User, or the noncompliance by the
Subscriber or Authorized User with these regulations; or by fIre or theft or other
casualty on the premises of the Subscriber or Authorized User unless caused by
the negligence or willful misconduct of the employees or agents of the
Company;
Providing as specifIed from time to time by the Company any needed
personnel, equipment, space, and power to operate equipment furnished by the
Company and installed on the premises of the Subscriber or Authorized User
and the level of heating and air conditioning necessary to maintain the proper
operating environment on such premises;
Obtaining, maintaining, and otherwise having full responsibility for all
rights-of-way and conduits necessary for installation of equipment used to
provide Communications Services to the Subscriber or Authorized User from
the building entrance or the property line of the land on which the structure
resides, wherein any tennination point or origination point used by the
Subscriber or Authorized User is placed or is located, whichever is applicable
through the point of entry into the structure, throughout the structure, to the
location of the equipment space described in 3.1.C preceding. Any and all
costs associated with obtaining and maintaining the rights-of-way described
herein shall be borne entirely by, or may be charged by the Company to the
Subscriber. The Company may require the Subscriber to demonstrate its
compliance with this section 3.3 .ID prior to accepting an order for service;
Providing a safe place to work and complying with all laws and regulations
regarding the working conditions on the premises at which the Company
contractors, employees or agents are working.
..----- .
Effective:
Issued by: David L. Bailey
Chairman and CEO
CeriStar, Inc.
50 West Broadway, Suite 1100
Salt Lake City, UT 84101
Page
CeriStar, Inc.
No. 20
Original
(Acceptance Stamp)
SECTION 3 - RULES AND REGULATIONS (CONT'
3.3 Obli ations of the Subscriber (Cont'd)
The Subscriber shall be res onsible for: (Cont'd)
- --~ ~--~-
Issued:
3.3.1
-~--~ _- - -
- n
Complying with all laws and regulations applicable to, and obtaining all
consents, approvals, licenses, and permits as may be required with respect to the
location of equipment furnished under this tariff on any Premises or the
rights-of-way for which the Subscriber or Authorized User is responsible under
section 3.3.1.D and obtaining permission for Company contractors agents or
employees to enter the Premises of the Subscriber or Authorized User at any
reasonable purpose of installing, inspecting, repairing, or upon termination of
service as stated herein, removing the equipment furnished hereunder;
Making equipment furnished hereunder available periodically for
Company-initiated maintenance purposes at a time agreeable to both the
Company and the Subscriber or Authorized User. No allowance will be made
for the period during which service is interrupted for such purposes except as
provided in section 3.1; and
Keeping the equipment furnished hereunder located on the Subscriber
Premises or rights-of-way obtained by the Subscriber or Authorized User free
and clear of any liens or encumbrances relating to the Subscriber s or
Authorized Users use of the Company s services or from the location of such
equipment.
~ -. ~ ~~- ~
Effective:
Issued by: David L. Bailey
Chairman and CEO
CeriStar, Inc.
50 West Broadway, Suite 1100
Salt Lake City, UT 84101
Page
CeriStar, Inc.
-~-
Issued:
3.4
3.4.
3.4.
No. 21
Original
(Acceptance Stamp)
SECTION 3 - RULES AND REGULATIONS (CONT'
Subscriber E ment And Channels
In General
A Subscriber may transmit or receive information or signals using the services provided
by the Company.
Station E ment
Subscriber-provided terminal equipment on the Premises of the Subscriber or
Authorized User, the operating personnel there, and the electric power
consumed by such equipment shall be provided by and maintained at the
expense of the Subscriber or Authorized User.
The Subscriber or Authorized User is responsible for ensuring that
Subscriber-provided or Authorized User-provided equipment connected to
Company equipment is compatible with such equipment. The magnitude and
character of the voltages and currents impressed on equipment furnished
hereunder and wiring by the connection, operation, or maintenance of such
equipment and wiring shall be such as to not cause damage to the equipment
furnished hereunder and wiring or injury to the Company s employees or to
other persons. Any additional protective equipment required to prevent such
damage or injury shall be provided by the Subscriber or Authorized User or by
the Company at the Subscriber s or Authorized User s expense.
Any special interface equipment necessary to achieve compatibility between the
equipment furnished hereunder and the channels, facilities, or equipment of
others shall be provided at the Subscriber s expense.
Communications Services may be connected to the services or facilities of other
communications carriers only when authorized by, and in accordance with, the
terms and conditions of the tariffs of the other communications carriers which
are applicable to such connections.
---- -------~-----_.._-_._..__- .._._~- -- -
Effective:
Issued by: David L. Bailey
Chairman and CEO
CeriStar, Inc.
50 West Broadway, Suite 1100
Salt Lake City, UT 84101
Page
CeriStar, Inc.
Issued:
3.4
No. 22
Original
(Acceptance Stamp)
SECTION 3 - RULES AND REGULATIONS (CONT'
Subscriber E ment And Channels (Cont'
3.4.4 Ins ections
Upon suitable notification to the Subscriber, and at a reasonable time, the
Company may make such tests and inspections as may be necessary to
determille that the Subscriber or Authorized User is complying with the
requirements set forth in section 3.4.2 and this section 3.4.
If the protective requirements for Subscriber-provided equipment or Authorized
User-provided equipment are not being complied with, the Company may take
such action as it deems necessary to protect its equipment, agents, contractors or
personnel. The Company will notify the Subscriber or Authorized User
promptly if there is any need for further corrective action. Within ten days
receiving this notice, the Subscriber or Authorized User must take this corrective
action and notify the Company of the action taken. If the Subscriber or
Authorized User fails to do this, the Company may take whatever additional
action is deemed necessary, including the suspension of service, to protect its
equipment, and personnel from hann.
- _~ - -
Effective:
Issued by: David L. Bailey
Chairman and CEO
CeriStar, Inc.
50 West Broadway, Suite 1100
Salt Lake City, UT 84101
Page
CeriStar, Inc.
Issued:
No. 23
Original
(Acceptance Stamp)
SECTION 3 - RULES AND REGULATIONS (CONT'
3.5.
ent Arran ements
ent for Service
The Subscriber is responsible for the payment of all charges for facilities and services
provided under this tariff.
Business Rates
Rates for Business Subscribers are listed in Sections 5 , 6, and 7.
Business rates apply to services furnished in the following locations:
Office buildings, stores, factories, and all other places of a business
nature, churches, hotels, colleges, hospitals, and other major
institutions.
Taxes
All state and local taxes (i., gross receipts tax, sales tax, municipal utilities tax)
are listed as separate line items and are not included in the quoted rates.
Billin and Collection of Char
The Subscriber is responsible for the payment of all charges for facilities and services
provided under this tariff.
._--- ~--_._. -~- -
Effective:
Issued by: David L. Bailey
Chairman and CEO
CeriStar, Inc.
50 West Broadway, Suite 1100
Salt Lake City, UT 84101
Page
CeriStar, Inc.
Issued:
3.5
No. 24
Original
(Acceptance Stamp)
SECTION 3 - RULES AND REGULATIONS (CONT'
ent Arran ements (Cont'd)
3.5.Billin and Collection of Char es (Cont'd)
Non-recurring installation charges are due and payable within 30 days of
presentment of an invoice to the Subscriber.
Recurring charges are due and payable within 30 days of presentment of an
invoice to the Subscriber for the service or facility furnished. A service may be
discontinued for nonpayment of a bill.
Billing starts on the day after the Subscriber has been notified that the service
becomes available for use. Billing accrues through and includes the day that the
service is discontinued. Monthly charges will be billed one month in advance
except where prohibited by law or as otherwise provided in this tariff. Taxes
will be separately stated on the Subscriber s bill.
If any portion of the payment is not received by the Company, or if any portion
of the payment is received by the Company in funds that are not immediately
available, within 20 days of the mail date on the bill then a late payment penalty
shall be due the Company. The late penalty shall be that portion of the payment
not received by the date due minus any charges billed as local taxed multiplied
by 1.5%. The late factor shall be the lesser of:
- - --- ~-- ~
Effective:
Issued by: David L. Bailey
Chairman and CEO
CeriStar, Inc.
50 West Broadway, Suite 1100
Salt Lake City, UT 84101
Page
CeriStar, Inc.
~~~
Issued:
3.5
No. 25
Original
(Acceptance Stamp)
SECTION 3 - RULES AND REGULATIONS (CONT'
ent Arran ements (Cont'd)
Billin and Collection of Char es (Cont'd)
(Cont' d)
The highest interest rate (in decimal value) which may be levied by
law for commercial transactions, compounded daily for the number of
days from the payment date to and including the date that the
Subscriber actually makes the payment to the Company; or
an interest rate of four percent (4%) annually.
In addition, the following regulations are applicable to late payment
penalties:
(a)Collection procedures and the requirement for a deposit are
unaffected by the application of a late payment charge.
(b)The late payment charge does not apply to fmal accounts.
(c)The late payment charge does not apply to disputed amounts
that are associated with unpaid balances. Undisputed amounts
on the same bill are subject to the late payment charge if
unpaid and carried forward to the next bill.
. ._.-----.- -- .
Effective:
Issued by: David L. Bailey
Chairman and CEO
CeriStar, Inc.
50 West Broadway, Suite 1100
Salt Lake City, UT 84101
Page
CeriStar, Inc.
Issued:
3.5
No. 26
Original
(Acceptance Stamp)
SECTION 3 - RULES AND REGULATIONS (CONT'
ent Arran ements (Cont'
5.2
3.5.3
Billin and Collection of Char es (Cont'
The Subscriber will be assessed a $20.00 charge for each check submitted by the
Subscriber to the Company which a fmancial institution refuses to honor for
insufficient funds or a non-existent account.
Subscribers have up to 1 month after the bill is rendered to initiate a dispute over
a charge or to receive credits. A bill will not be deemed correct and binding
upon the Subscriber by virtue of the preceding sentence if the Company or the
Subscriber has records on the basis of which the objection may be considered. If
objection results in a refund to the Subscriber, such refund will be with interest
at the unadjusted interest rate paid on Subscriber deposits or the late payment
penalty rate, whichever is greater.
If service is disconnected by the Company and later restored, restoration of
service will be subject to all applicable restoration charges.
Advance Pa ents
To safeguard its interests, the Company may require a Subscriber to make an advance
payment before services are furnished. The Advance Payment will not exceed an amount
up to one (1) month of estimated monthly usage charges for the service or facility. In
addition, where special construction is involved, the advance payment may also include
an amount equal to the estimated non-recurring charges for the special construction and
recurring charges (if any) for a period to be set between the Company and the Subscriber.
The advance payment will be credited to the Subscriber s initial bill. An advance
payment may be required of Subscribers in addition to a deposit. The Company reserves
the right to waive Advance Payments and/or Deposits, at its sole discretion, upon a
showing of adequate financial responsibility to the satisfaction of the Company.
-- -- -~ ~ - ~ ~
Effective:
Issued by: David L. Bailey
Chairman and CEO
CeriStar, Inc.
50 West Broadway, Suite 1100
Salt Lake City, TIT 84101
Page
CeriStar, Inc.
- ~
Issued:
No. 27
Original
(Acceptance Stamp)
SECTION 3 - RULES AND REGULATIONS (CONT'D)
ent Arran ements (Cont'
5.4
- - -
osits
(Reserved for future use)
(Reserved for future use)
(Reserved for future use)
--~~ -- -
Issued by: David L. Bailey
Chairman and CEO
CeriStar, Inc.
50 West Broadway, Suite 1100
Salt Lake City, UT 84101
Effective:
Page
CeriStar, Inc.
No. 28
Original
(Acceptance Stamp)
SECTION 3 - RULES AND REGULATIONS (CONT'D)
3.5 ent Arran ements (Cont'd)
Discontinuance of Service
~--
Issued:
3.5.
_._--~_.
Upon nonpayment of any charges or deposits owing to the Company, the
Company, after complying with the procedures described in section 3., may,
by giving at least seven (7) working days prior written notice to the Subscriber
discontinue or suspend service under this tariff without incurring any liability. At
least twenty four (24) hours before actual termination, the Company will
diligently attempt to contact the affected Subscriber and apprise the Subscriber of
the proposed action and the steps to take to avoid or delay termination. Service to
Subscribers may be discontinued or suspended for nonpayment of any amounts
owing to the Company on twenty (20) days prior written notice. Access to 911
and enhanced 911 will be maintained during temporary disconnection for non-
payment of a residential subscriber s local service.
Upon violation of any of the other tenDS or conditions for furnishing service
under this tariff, or upon any prohibited or improper use of the Communications
Services provided by the Company or upon objection to continuance of service
made by or on behalf of any governmental authority, the Company may, by
giving thirty (30) days prior notice to the Subscriber, or such shorter notice as is
required by law, discontinue or suspend service under this tariff without incurring
any liability.
In the event a casualty renders all or any material portion of the Company
network inoperable beyond feasible repair, the Company may discontinue or
suspend service under this tariff without incurring any liability.
Upon the Company s discontinuance of service to the Subscriber under section
A or 3., the Company, in addition to all otherremedies that may be
available to the Company at law or in equity or under any other provision of this
tariff, may declare all future monthly and other charges which would have been
payable by the Subscriber during the remainder of the minimum term for which
such services would have otherwise been provided to the Subscriber to be
immediately due and payable (discounted to present value at four percent).
..-. -
n- - .
.-.--..-
Effective:
Issued by: David L. Bailey
Chairman and CEO
CeriStar, Inc.
50 West Broadway, Suite 1100
Salt Lake City, UT 84101
Page
CeriStar, Inc.
No. 29
Original
(Acceptance Stamp)
SECTION 3 - RULES AND REGULATIONS (CONT'
3.5.
ent AlTan ements (Cont'd)
Discontinuance of Service (Cont'
.- -- -
Issued:
Telephone service shall not be discontinued for:
Nonpayment of bills rendered other than for telephone service or
deposits requested in connection with telephone service;
Nonpayment for services for which a bill has not been rendered;
Nonpayment for services which have not been rendered, except the
initial advance payment of new Subscribers;
Telephone service shall not be suspended or terminated for nonpayment
of a bill rendered or a required deposit on: weekends, or New Year
Day, Lincoln s Birthday, Washington s Birthday, Memorial Day,
Independence Day, Labor Day, Columbus Day, Election Day, Veteran
Day, Thanksgiving Day, Christmas, or other Federal or State holidays
proclaimed by the President or the Governor, or days on which the
Company is not open for business.
If a Subscriber who has received a notice of discontinuance pays his
bill with a check that is subsequently dishonored, his account remains
unpaid and the Company is not required to issue any additional notice
before discontinuing service.
Fractional Char
Monthl Service
When service does not begin on the fITst day of the month, or end on the last day
of the month, the charge for the fraction of the month service was furnished will
be calculated on a pro rata basis. For this purpose, every month is considered to
have thirty (30) days.
- ---..--
Effective:
Issued by: David L. Bailey
Chairman and CEO
CeriStar, Inc.
50 West Broadway, Suite 1100
Salt Lake City, UT 84101
Page
CeriStar, Inc.
Issued:
No. 30
Original
(Acceptance Stamp)
SECTION 3 - RULES AND REGULATIONS (CONT'
ent Arran ements (Cont'
3.5.
Cancellation of A lication for Service
Applications for business service are noncancellable unless the Company
otherwise agrees. Where the Company permits a Subscriber to cancel an
application for service prior to the start of service or pnor to any special
construction, no charges will be imposed except for those specified below.
Where, prior to cancellation by the Subscriber, the Company incurs any
expenses in installing the service or in preparing to install the service that it
otherwise would not have incurred, a charge equal to the costs the Company
incurred, less net salvage, shall apply, but in no case shall this charge exceed the
sum of the charge for the minimum period of services ordered, including
installation charges, and all charges others levied against the Company that
would have been chargeable to the Subscriber had service begun (all discounted
to present value at four percent).
Where the Company incurs any expense in connection with special
arrangements and before the Company receives a cancellation notice, a charge
equal to costs incurred, less net salvage, applies.
Chan es In Service Re uested
If the Subscriber makes or requests material changes such as service parameters or
premises locations, or otherwise materially modifies any provision of the application for
service, the Subscriber s installation fee shall be adjusted accordingly.
ecial Char
(RESERVED)
.--
u -
~ ---_____- - -- -- -- -
Effective:
Issued by: David L. Bailey
Chairman and CEO
CeriStar, Inc.
50 West Broadway, Suite 1100
Salt Lake City, UT 84101
Page
CeriStar, Inc.
Issued:
No.
Original
(Acceptance Stamp)
SECTION 3 - RULES AND REGULATIONS (CONT'
Allowances For Interru tions In Service
Interruptions in service, which are not due to the negligence of, or non-compliance with the
provisions of this Tariffby the Subscriber, or the operation or malfunction of the facilities, power, or
equipment provided by the Subscriber, will be credited to the Subscriber as set forth below for the
part of the service that the interruption affects. A credit allowance will be made when an interruption
occurs because of a failure of any component furnished by the Company under this Tariff.
6.1 Credit for Interruptions
An interruption period begins when the Subscriber reports a service, facility,
or circuit to be interrupted and releases it for testing and repair. An interruption
period ends when the service, facility, or circuit is operative. If the Subscriber
reports a service, facility, or circuit to be inoperative but declines to release it for
testing and repair, it is considered to be impaired, but not interrupted.
For calculating credit allowances, every month is considered to have 30 days.
credit allowance is applied on a pro rata basis against the rates specified hereunder
and is dependent upon the length of the interruption. Only those facilities on the
interrupted portion of the circuit will receive a credit.
A credit allowance will be given, upon request of the Subscriber to the business
office, for interruptions of 30 minutes or more. Credit allowances will be
calculated as follows:
------.-------.
Effective:
Issued by: David L. Bailey
Chairman and CEO
CeriStar, Inc.
50 West Broadway, Suite 1100
Salt Lake City, UT 84101
Page
CeriStar, Inc.
No. 32
Original
(Acceptance Stamp)
SECTION 3 - RULES AND REGULATIONS (CONT'
6.1
Allowances For Interru tions In Service (Cont'
Credit for Interru tions (Cont' d)
(Cont'
if interruption continues for less than 24 hours:
(a)1/28tb of the monthly rate if it is the fIrst interruption in the same
billing period
2/28ths of the monthly rate if there was a previous interruption of at
least 24 hours in the same billing period.
(b)
if interruption continues for more than 24 hours:
(a)if caused by storm, fire, flood or other condition out of
Company s control, 1/28tb of the monthly rate for each 24 hours
of interruption.
(b)for other interruption, 1/28tb of the monthly rate for the first 24
hours and 2/28ths of such rate for each additional 24 hours (or
fiaction thereof); however, if service is interrupted for over 24
hours, more than once in the same billing period, the 2/28ths
allowance applies to the first 24 hours of the second and
subsequent interruptions
Two or more interruptions of 15 minutes or more during anyone 24-hour period shall be
considered as one interruption.
Credit to Subscriber
Credits attributable to any billing period for interruptions of service shall not
exceed the total charges for that period for the service and facilities furnished by
the Company rendered useless or substantially impaired.
- -- ~- - -
Issued:Effective:
Issued by: David L. Bailey
Chairman and CEO
CeriStar, Inc.
50 West Broadway, Suite 1100
Salt Lake City, UT 84101
Page
CeriStar, Inc.
Issued:
No. 33
Original
(Acceptance Stamp)
SECTION 3 - RULES AND REGULATIONS (CONT'D)
Allowances For Interru tions In Service (Cont'
6.1
6.2
- -
Credit for Interruptions (Cont'
Interruption" Defined
For the purpose of applying this provision, the word "interruption" shall mean the
inability to complete calls either incoming or outgoing or both due to equipment
malfunction or human errors. "Interruption" does not include and no allowance
shall be given for service difficulties such as slow dial tone, circuits busy or other
network and/or switching capacity shortages. Nor shall the interruption allowance
apply where service is interrupted by the negligence or willful act of the subscriber
or where the Company, pursuant to the terms of the Tariff, suspends or terminates
service because of nonpayment of bills due to the company, unlawful or improper
use of the facilities or service, or any other reason covered by the Tariff.
allowance shall be made for interruptions due to electric power failure where, by
the provisions of this Tariff, the subscriber is responsible for providing electric
power. Allowance for interruptions of message rate service will not affect the
subscriber s local call allowance during a given billing period.
Limitations on Credit Allowances
No credit allowance will be made for:
Interruptions due to the negligence of, or non-compliance with the provisions of
this Tariff, by any party other than the Company, including but not limited to the
Subscriber, authorized user, or other conunon carriers connected to, or providing
service connected to, the service of the Company or to the Company s facilities; or
Interruptions due to the failure or malfunction of non-Company equipment
including service connected to Subscriber provided electric power;
- -- -~--~ - ~- -
Effective:
Issued by: David L. Bailey
Chairman and CEO
CeriStar, Inc.
50 West Broadway, Suite 1100
Salt Lake City, UT 84101
Page No. 34
Original
CeriStar, Inc.
(Acceptance Stamp)
SECTION 3 - RULES AND REGULATIONS (CONT'
Allowances For Interru tions In Service (Cont'
6.2 Limitations on Credit Allowances (Cont'd)
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 any period when the Subscriber has released
service to the Company for maintenance purposes or for implementation of a
Subscriber order for a change in service arrangements;
Interruptions of service due to circumstances or causes beyond the
control of the Company.
6.3 Directo Errors
In the absence of gross negligence or willful misconduct and except for the allowances
previously stated in section 3., no liability for damages arising from errors or mistakes
in or omissions of directory listings, or errors or mistakes in or omissions of listings
obtainable from the directory assistance operator, including errors in the reporting
thereof, will attach to the Company.
An allowance for errors or mistakes in or omissions of published directory
listings or for errors or mistakes in or omissions of listings obtainable from the
directory assistance operator will be given as follows:
-_..
Issued:Effective:
Issued by: David L. Bailey
Chairman and CEO
CeriStar, Inc.
50 West Broadway, Suite 1100
Salt Lake City, UT 84101
Page
CeriStar, Inc.
---
Issued:
No. 35
Original
(Acceptance Stamp)
SECTION 3 - RULES AND REGULATIONS (CONT'
Allowances For IntelTU tions In Service (Cont'd)
6.3 Directo Errors (Cont'd)
(Cont'
For free or no charge published directory listings, credit will be given at
the rate of two times the monthly tariff rate for an additional or charge
listing for each individual, auxiliary or party line affected, for the life of
the directory or the charge period during which the error, mistake, or
OIDlSSlOn occurs.
For additional or charge published directory listings, credit shall be
given at the monthly tariff rate for each such listing for the life of the
directory or the charge period during which the error, mistake, or
OIDlssion occurs.
For free or charge listings obtainable from records used by the directory
assistance operator, upon notification to the Company of the error
mistake or omission in such records by the Subscriber, the Company
will be allowed a period of three (3) Business days to make a
correction. If the correction is not made in that time, credit will be
given at the rate of two-thirtieths (2/30) of the basic monthly rate for
the line or lines in question for each day thereafter that the records
remain uncorrected.
- -- ----- -
Effective:
Issued by: David L. Bailey
Chairman and CEO
CeriStar, Inc.
50 West Broadway, Suite 1100
Salt Lake City, UT 84101
Page No. 36
Original
CeriStar, Inc.
(Acceptance StamP)
SECTION 3 - RULES AND REGULATIONS (CONT'
Allowances For Interru tions In Service (Cont' d)
6.3 Directo Errors (Cont'
(Cont'd)
The total amount of the credit provided for in the preceding Paragraphs
, and 3. shall not exceed, on a monthly basis, the total of the
charges for each charge listing plus the basic monthly rate, as specified
in Paragraph 3., for the line or lines in question.
Such allowance or credits as specified in Paragraphs 1., 2., and 3.
preceding, will be given upon notice to the Company by the Subscriber
that such error, mistake, or omission has occuned; provided, however
that when it is administratively feasible for the Company to have
knowledge of such error, mistake or omission, the Company will credit
without the requirement of notification by the Subscriber.
" --~--" -.-.- -
Issued:Effective:
Issued by: David L. Bailey
Chairman and CEO
CeriStar, Inc.
50 West Broadway, Suite 1100
Salt Lake City, UT 84101
Page
CeriStar, Inc.
Issued:
No. 37
Original
(Acceptance Stamp)
SECTION 3 - RULES AND REGULATIONS (CONT'D)
Allowances For InteITU tions In Service (Cont'
6.4 Cancellation For Service InteITU tion
Cancellation or tennination for service interruption to Subscribers is pennitted only if any
circuit experiences a single continuous outage of 8 hours or more or cumulative service
credits equaling 16 hours in a continuous 12 month period. The right to cancel service
under this revision applies only to the single circuit which has been subject to the usage
or cumulative service credits.
-- - -.-- -- .-
Issued by: David L. Bailey
Chairman and CEO
CeriStar, Inc.
50 West Broadway, Suite 1100
Salt Lake City, UT 84101
Effective:
Page
CeriStar, Inc.
Issued:
No. 38
Original
(Acceptance Stamp)
SECTION 3 - RULES AND REGULATIONS (CONT'
Communications Services Pricin
The following regulations are applicable to Business service:
ora Promotional Pro ams
The Company may establish temporary promotional programs wherein it may waive
non-recurring charges or reduce recurring charges, to introduce present or potential
Subscribers to a service not previously received by the Subscribers.
Promotions for basic business line service will be filed with the Commission.
Time Sensitive Usa e Rates
Where charges for a service are based on the duration of time a call is connected, the
following rules apply:
Unless otherwise specified, all calls are timed in one minute increments. If the
duration of a call includes any fraction of a minute the call will be timed to the
next full minute unless otherwise specified in this tariff.
Timing on completed calls begins when the call is answered by the called party.
Answering is determined by hardware answer supervision in all cases where this
signaling is provided by the terminating local carrier and any intermediate
carrier(s).
Timing terminates on all calls when either party hangs up or the Company
Network receives an on hook signal from the terminating carrier.
- --- - -~ -- -
Effective:
Issued by: David L. Bailey
Chairman and CEO
CeriStar, Inc.
50 West Broadway, Suite 1100
Salt Lake City, UT 84101
Page
CeriStar, Inc.
Issued:
No. 39
Original
(Acceptance Stanm)
SECTION 3 - RULES AND REGULATIONS (CONT'
Communications Services Pricin (Cont'd)
7.3 Distance Sensitive Usa e Rates
Where charges for a service are based on the distance between the calling and called
stations, the following rules apply:
Distance is measured as the airline distance between the Rate Centers of the
calling and called stations. The Rate Center is a set of geographic coordinates, as
referenced in the National Exchange Carrier Association, Inc. (NECA) Tariff
FCC No., associated with each NPA-NXX combination (where NPA is the
area code and NXX is the fITSt three digits of the seven-digit telephone numbers
of the stations). Where there is no telephone number associated with a station
connected to the Company s switched network, the Rate Center for the
Subscriber s main telephone number will apply.
The airline distance between any two Rate Centers is determined as follows:
Obtain the "V" (vertical) and "H" (horizontal) coordinates for each Rate
Center from the above referenced NECA tariff.
Compute the difference between the "V" coordinates of each Rate
Center and the "H" coordinates of each rate center.
Square each difference obtained in (b) above.
Add the squares together and divide by 10.
Take the square root of the number obtained in (d) above and round the
result to the next higher whole number. This is the airline mileage
between the two Rate Centers for pricing purposes.
--.--.-.---. -
Effective:
Issued by: David L. Bailey
Chairman and CEO
CeriStar, Inc.
50 West Broadway, Suite 1100
Salt Lake City, UT 84101
Page
CeriStar, Inc.
Issued:
No. 40
Original
(Acceptance Stamp)
SECTION 3 - RULES AND REGULATIONS (CONT'
laints
To file a complaint or contact the Company for any reason, Subscribers may call [phone]
between 9 a.m. and 5 p.m. or write to: Customer Service, CeriStar, Inc., 50 West Broadway, Suite
1100, Salt Lake City, UT 84101.
If Subscriber has any other complaints, the Subscriber has the right to appeal to the Public Utilities
Commission at the following address:
Idaho Public Utilities Commission
State House
472 W. Washington Street
Boise, ID 83702
Phone [phone]
Fax [phone]
http://www.puc.state.id.us/
- ------- -- -- -
Effective:
Issued by: David L. Bailey
Chairman and CEO
CeriStar, Inc.
50 West Broadway, Suite 1100
Salt Lake City, UT 84101
Page No. 41
Original
CeriStar, Inc.(Acceptance StaIllP)
SECTION 4 - EXCHANGE ACCESS SERVICE
Exchange Access Service provides a Subscriber with access to the public switched telecommunications
network. Each Exchange Access Service enables users to:
receive calls from other stations on the public switched teleconununications network;
access other services offered by the Company as set forth in this tariff;
access certain interstate and international calling services provided by the Company;
access (at no additional charge) emergency services by dialing 0- or 9-1; and
access services provided by other conunon carriers which purchase the Company s Switched Access
services as provided under the Company s Federal and State tariffs, or which maintain other types of
traffic exchange arrangements with the Company.
Each Exchange Access Service is available on a "Full" service basis, whereby service is delivered to a
demarcation/connection block at the Subscriber s premises.
The following Exchange Access Services are offered:
Business ServIces
BasIc Business Line Service
- ~---- -~~ ~--~ -
Issued:Effective:
Issued by: David L. Bailey
Chairman and CEO
CeriStar, Inc.
50 West Broadway, Suite 1100
Salt Lake City, UT 84101
Page
CeriStar, Inc.
Issued:
No. 42
Original
(Acceptance Stamp)
SECTION 4 - EXCHANGE ACCESS SERVICE (CONT'
1.1
Business Service
Basic Business Line Service
1.2
- ~
Basic Line Service provides a Subscriber with a single, voice-grade telephonic
communications channel that can be used to place or receive one call at a time. Basic
Lines are provided for connection of Subscriber-provided single station sets, facsimile
machines or Key systems to the public switched telecommunications network. Each
Basic Line may be configured into a hunt group with other Company-provided Basic
Lines.
Basic Business Line Service also has unlimited local calling at flat rate with access to
911 , operator services, and relay service.
Non-recurring and Recurring charges per Basic Line apply as follows:
N on-Recurrin
$32.
Recurrin MontW Char
$29.59
Usa e Rates
Voice and circuit switched calls are provided on an all you can use basis included in the
recurring montWy charges for basic business line service.
- -~ - ~---- ~ -- - -
Effective:
Issued by: David L. Bailey
Chairman and CEO
CeriStar, Inc.
50 West Broadway, Suite 1100
Salt Lake City, UT 84101
Page
CeriStar, Inc.
Issued:
No. 43
Original
(Acceptance Stamp)
SECTION 5-EXCHANGE ACCESS OPTIONAL FEATURES
Business Services
1.1 Touch Tone
Allows the user of a push button phone (Touch Tone) to have speed dial capability and
access to computerized services when available. Push button phones by themselves do
not provide Touch-Tone service. Touch-Tone service is not required for rotary dial or
pulse-only telephones. There is no charge for this service.
1.2 Directo Listin
For each Subscriber of Company-provided Exchange Access Service(s), the Company
shall arrange for the listing of the Subscriber s main billing telephone nwnber in the
directory(ies) published by the dominant Local Exchange Carrier in the area at
additional charge. At a Subscriber s option, the Company will arrange for additional
listings.
N on-Recurrin
$19.
Recurrin Monthl Char
$1.20
-"-"-- -."-
Effective:
Issued by: David L. Bailey
Chairman and CEO
CeriStar, Inc.
50 West Broadway, Suite 1100
Salt Lake City, UT 84101
Page
CeriStar, Inc.
~._
Issued:
No. 44
Original
(Acceptance Stamp)
SECTION 5 - EXCHANGE ACCESS OPTIONAL FEATURES (CONT'
Business Services (Cont'd)
1.3 Direct Inward Dial DID Service
For Subscribers with multiple premises served by the Company, the Company will
arrange for a listing of the main billing telephone number at each premise. DID service
transmits the dialed digits for all incoming calls allowing the Subscriber s PBX to route
incoming calls directly to individual stations corresponding to each individual DID
number.
Subscriber is required to purchase at least one DID number block for each DID-equipped
channel or channel group. A "group" is derIDed a set of channels on a Digital Trunk,
which have been configured into a hunt group. The Company reserves the right to limit
the amount of DID numbers that will constitute a block of telephone numbers. The
amount of DID numbers included in a telephone number group will be detennined at the
sole discretion of the Company, and will reflect the efficient management of the
Company s resources. In addition, the Company reserves the right to review vacant DID
stations or stations not in use to determine efficient telephone number utilization. Should
the Company determine based on its own discretion that there is inefficient number
utilization, the Company may reassign the DID numbers.
The Subscriber has no property right to the telephone number or any other call number
destination associated with DID service furnished by the Company, and no right to the
continuance of service through any particular end office. The Company reserves the right
to change such numbers, or the end office designation associated with such numbers, or
both, assigned to the Subscriber, whenever the Company deems it necessary to do so in
the conduct of its business.
-~. ~-~-~ --_..._.~._- ---~
Effective:
Issued by: David L. Bailey
Chairman and CEO
CeriStar, Inc.
50 West Broadway, Suite 1100
Salt Lake City, UT 84101
Page
CeriStar, Inc.
Issued:
No. 45
Original
(Acceptance Stamp)
SECTION 5 - EXCHANGE ACCESS OPTIONAL FEATURES (CONT'
Business Services (Cont'd)
1.3 Direct Inward Dial DID Service (Cont'd)
Direct Inward Dial (DID) Telephone Numbers
Non-Recurrin Recurrin Monthl Char
Single DID
Block of20
Block of 100
$5.
$80.
$350.
$2.
$2.
$2.
tional Line Features
The following is a list of Optional Features available with Basic Business Line Service.
Unified Messa e Callin * Consistin of:
. Call Forwarding
. Call Waiting
. Caller ID
. Call Return
. Three-Way Calling
Non-Recurrin
$14.
Recurrin Monthl Char
None
* This is a soft switch and will be billed per user whether it is used or not.
- __n_~ -
~ -~-- -- ~--~-- -
Issued by: David L. Bailey
Chairman and CEO
CeriStar, Inc.
50 West Broadway, Suite 1100
Salt Lake City, UT 84101
Effective:
Page
CeriStar, Inc.
6.1
Issued:
No. 46
Original
SECTION 6 - MESSAGE TOLL SERVICE
IntraLA T A Message Toll Service
Message Toll Service enables a user of an exchange access line provided by the Company or
another certified local exchange carrier to place calls to any station on the public switched
telecommunications network bearing an NP A-NXX designation associated with points outside the
Subscriber s Local Calling Area, but within the same LATA within the State ofIdaho.
Rates
Rates set forth in this section apply to all direct-dialed intra-LATA calls as described in Section
1. For operator assisted regional calls, the operator charges listed in Section 7 apply in addition
to the charges listed below.
Mileage
292
Initial Half -Minute
$0.1245
Add'il/IO of a minute
$0.0249
These rates do not vary by time of day or day of the week. Billed timing is in 1110 of a minute
increments, with a minimum charge of one-half minute per call.
- -----~-- ~ ~_.._-_._...~- ----~---
Effective:
Issued by: David L. Bailey
Chairman and CEO
CeriStar, Inc.
50 West Broadway, Suite 1100
Salt Lake City, UT 84101
Page
CeriStar, Inc.
7.1
Issued:
No. 47
Original
(Acceptance Stamp)
SECTION 7 - MISCELLANEOUS SERVICES
erator Services
Operator Handled Calling Services are provided to Business Subscribers and Users of Company-
provided Exchange Access Services, and to Subscribers and Users of exchange access lines which
the Subscriber has pre-subscribed to the Company s Pre-Subscribed interexchange outbound
calling services.
1.1 Defmitions
Person-to-Person: Calls completed with the assistance of a Company operator to a
particular person, station, department, or PBX extension specified by the calling party.
Charges may be billed to the Subscriber s commercial credit card and/or LEC calling
card, calling station, or a designated third-party station.
Station-to-Station: Refers to calls other than person-to-person calls billed to either the
end user s commercial credit card and/or non-proprietary calling card. Calls may be
dialed with or without the assistance of a Company operator. Collect calls to coin
telephones and transfers of charges to third telephones that are coin telephones will not be
accepted.
1.2 erator Services Rules
Subscribers may originate calls on an operator assisted station-to-station basis (including
collect calls), Subscriber dialed calling card basis, or person-to-person basis.
A provider of intrastate operator assisted communications services must:
Identify itself at the time the end-user accesses its services;
Upon request, quote all rates and charges for its services to the end-user
accessing its system;
~ --~~---
Effective:
Issued by: David L. Bailey
Chairman and CEO
CeriStar, Inc.
50 West Broadway, Suite 1100
Salt Lake City, UT 84101
Page
CeriStar, Inc.
-- --,-,--,,
Issued:
No. 48
Original
(Acceptance Stamp)
SECTION 7 - MISCELLANEOUS SERVICES (CONT'
erator Services (Cont'd)
erator Services Rules (Cont'
C. Arrange to have posted in plain view at each telephone location that automatically
accesses the operator service provider s network and where its services are made
available to the public or transient end-users:
The operator service provider s name and address;
Bill and service dispute calling information including the operator
service provider s dispute resolution phone number;
Clear and specific instructions informing the end-user how to access a
local exchange telephone company operator as an alternative available
to the end-user; and
Notice concerning a and all amounts to be billed by the operator
services provider on behalf of any host location or third party that will
appear on the operator service provider s bill for services rendered.
In instances when the provider is unable to complete the call and it
requires transfer to another telephone corporation which may affect the
rates and charges applicable to the telephone bill, inform the caller of
the transfer and its possible effect on the applicable rates and charges
before any charges are incurred; and
in the case of such transfer, the telephone corporation or provider to
which the call is transferred shall identify itself and inform the caller of
the transfer s effect on the applicable rates and charges, before any
charges are incurred.
- "~-', -' _
Effective:
Issued by: David L. Bailey
Chairman and CEO
CeriStar, Inc.
50 West Broadway, Suite 1100
Salt Lake City, UT 84101
Page
CeriStar, Inc.
Issued:
No. 49
Original
SECTION 7 - MISCELLANEOUS SERVICES (CONT'
Operator Services (Cont'
1.3 Operator Service Rates
In addition to placing calls on a direct dial station-to-station basis, intraLA T A and
interLA T A calls may be placed on a person-to-person basis or on an operator assisted
station-to-station basis. The charges set forth below apply for such operator-assisted calls
in addition to the charges for Business Service in Section 6 preceding.
Person-to-Person $3.25
$1.75Station-to-station
Bus Line Veri and Line Interrupt Service
Upon request of a calling party the Company will follow the procedures below to verify a busy
condition on a called line:
2.3
The operator will determine ifthe line is clear or in use and report to the calling party.
The operator will interrupt the call on the called line only if the calling party indicates an
emergency and requests interruption.
Regulations
A charge will apply when:
The operator verifies that the line is busy with a call in progress.
The operator verifies that the line is available for incoming calls.
- -- ~
n -
~ --
Effective:
Issued by: David L. Bailey
Chairman and CEO
CeriStar, Inc.
50 West Broadway, Suite 1100
Salt Lake City, UT 84101
Page
CeriStar, Inc.
Issued:
No_
Original
(Acceotance Stamp)
SECTION 7 - MISCELLANEOUS SERVICES (CONT'
Bus Line Veri and Line Interru t Service (Cont'
2.3
...
Regulations (Cont'd)
(Cont' d)
The operator verifies that the called number is busy with a call in
progress and the Subscriber requests interruption. The operator will
then interrupt the call, advising the called party the name of the calling
party. One charge will apply for both verification and interruption.
No charge will apply:
When the calling party advises that the call is to or from an official
public emergency agency.
Busy Verification and Interrupt Service is furnished where and to the extent that
facilities permit.
The Subscriber shall identify and save the Company harmless against all claims
that may arise from either party to the interrupted call or any person
_-- . -.....-- _
Effective:
Issued by: David L. Bailey
Chairman and CEO
CeriStar, Inc.
50 West Broadway, Suite 1100
Salt Lake City, UT 84101
Page
CeriStar, Inc.
7.3
Issued:
No_
Original
(Acceptance Stamp)
SECTION 7 - MISCELLANEOUS SERVICES (CONT'
Bus Line Veri and Line Interrupt Service (Cont'd)
2.4 Rates
Busy Line Verification
Busy Line Interrupt
Per Call
$0.
$0.45
Directo Assistance
Subscribers and Users of the Company s business calling services (excluding Toll Free services),
may obtain directory assistance in detennining telephone numbers within Idaho by calling the
Directory Assistance operator.
Per Call
$0.
$0.
$0.
Local Directory (beyond 3 monthly call allowance)
IntraLATA Toll
Call Completion
7.4.Emer enc Services (Enhanced 911)
Enhanced 911 service allows Subscribers to reach appropriate emergency services including
police, fIfe and hospital. Enhanced 911 has the ability to selectively route an emergency call to the
primary E911 provider so that it reaches the correct emergency service located closest to the
caller. In addition, the customer s address and telephone information will be provided to the
primary E911 provider for display at the Public Service Answering Point (PSAP).
Telecommunications Rela Service (TRS)
TRS refers to the provision of a specialized telecommunications service that allows hearing and
speech impaired customers to communicate over the telecommunications network The Company
will pass through to the Subscriber all charges associated with this service, including associated
taxes and franchise fees, at the same level of charge as assessed by the ILEC to the Company. The
customer is responsible for the provisions of all hardware and installation thereof at the customer
premises in order to utilize this service; the Company maintains no inventory of hardware for this
purpose.
" ---"
_H - -
- -" ------.
Effective:
Issued by: David L. Bailey
Chairman and CEO
CeriStar, Inc.
50 West Broadway, Suite 1100
Salt Lake City, UT 84101
Page
CeriStar, Inc.
8.1
-- -
Issued:
413302vl
No. 52
Original
(Acceptance StaIIlP)
SECTION 8 - SPECIAL ARRANGEMENTS
Individual Case Basis AITan ements
AITangements will be developed on a case-by-case basis in response to a bona fide special request
from a Subscriber or prospective Subscriber to develop a competitive bid for a service not
generally available under this tariff. ICB rates will be offered to the Subscriber in writing and on a
non-discnminatory basis.
---~
Effective:
Issued by: David L. Bailey
Chairman and CEO
CeriStar, Inc.
50 West Broadway, Suite 1100
Salt Lake City, UT 84101
VERIFICATION
STATE OF itkuh
COUNTY OF
, David L. Bailey, being duly sworn, state that I am the Chairman & Chief Executive
Officer for CeriStar, Inc., the Applicant in the subject proceeding, and that I am authorized
make this statement on the Applicant's behalf.
As required by Idaho Code ~61-406 and by the Commission s Order in the case of In the
Matter of Procedural Requirements for Approval of Certificates of Public Convenience and
Necessity for Telecommunications Providers Desiring to Provide Local Service in Idaho Case
No. GNR-96-, Procedural Order No. 26665 (November 7, 1996), the Applicant agrees
adhere to all state laws and all Commission policies, rules and orders.
I have read the foregoing paragraph, CeriStar s application and exhibits and hereby
declare that the same are true and correct to the best of my knowledge, information, or belief.
By: bi-~ (David L. Bmley
Chairman & Chief ExeC'iifiv e Officer
Veri Star, Inc.
S~ and subscribed e on this day of In 1/1 ( I A i\ " I 200~3
/Ii
~.
Se~:
NOTARY PUBLIC
CHARLOTTE HAGER i
310 South Main St. Salt Lake City, Utah 84101
Commission Expires April 30, 2005STATE OF UTAH
Name of Notary (printed or typed) ChJYi D'ife Hog
My commission expires:
AVn 13J
~(J:F)
_,-~--_.- ..--- - ,-.-- --,------
413469vI