Loading...
HomeMy WebLinkAbout20081118Application.pdfOctober 30 2008 RECEIVED 20 NOV -1 PH I i 59 IDAHO PUBliC ~. UTILITIES COMMISSION Idaho Public Utilties Commission 472 West Washington State House Boise, ID 83720-0074 f\-rA-I-OS -0 l Re: NET TALK.COM, INC. Application to Provide Facilties Based Local Exchange and Resale Interexchange. Service Enclosed for fiing please find one original and thee (3) copies of the application ofNETTALK.COM, INC. to provide facilties-based local exhange and resale interexchange service within the state ofIdao. Anyauestions you may have regarding this filing may be directed to my attention at 305-621-1200 ext. 109 or via e-mail atnick((nettalk.com Please acknowledge receipt of this fiing at your nearest convenience. Thank you for your assistace. NET TALK.COM, INC. Enclosure NETTALK.COM, INC Idaho CLEC Application 1. Application of ) RECE 2008HOV -7 PH l: 59 IOAHO PUSI V' UTILITIES COMA~I~SION Case No.,.A- - r -0 B~, ri-.,.¡" BEFORE THE IDAHO PUBLIC UTILITIES COMMISSION NET TALKCOM, INC.) Provide Facilties-Based Local Exchange ) And Resale Interexchange Telecommunications ) Service Thoughout Idaho ) APPLICATION FOR CERTIFICATION Pusuant to Title 62 ofthe Idao Code and IDAP A 31.01.111, NET T ALKCOM, INC. ("Net Talk " or Company) respectfully requests that the Idaho Public Utilties Commission ("Commission) grt the Company a Certificate of Public Convenience and Necessity to provide local exchange and interexchange telecommunications services within the State of Idaho. i. Proposed Services Net Talk is requesting authority to provide basic resold and facilties-based local exchange services and resold interexchange service to both residence and business customers throughout Idaho in all exchanges not exempt from competition. Net Talk wil provide services by combining unbundled network elements and resellng services obtained from incumbent local exchange carriers located in the State pursuant to interconnection agreement(s). Net Talk may also acquire services and facilties from other carriers operating in the State and may eventually install its own switching facilties to provide services within the state. Company is requesting statewide authority. Should its Application be granted, Net Talk plans to commence offering service immediately upon the establishment of the appropriate and necessary arrangements with the incumbent LECs. II. Form of Business 1. Name, Address and Form of Business NET T ALKCOM, INC. 1100 NW 163rd Drive Ste. 3 North Miami Beach, FL 33169 c. If the applicant is a corporation, (1) a short statement ofthe character of public service in which it may engage, NET TALKCOM provides very affordable locallong distance telecom service to both residential and business clients (2) the name of the state in which it is incorporated, NET TALK.COM, INC Idaho CLEC Application 2. NET T ALKCOM, INC. is an active for profit corporation registered in the State of Florida (3) its principal business address and its principal business address within Idaho, 1100 NW 163rd Drive Ste. 3 North Miami Beach, FL 33169 Net Talk does not operate an offce in Idaho (4) a certified copy of its aricles of incorporation, Please see attached Articles of Incorporation (5) if not incorporated in Idaho, a certificate of good stading issued by the Idaho Secreta of State of Idaho, and Net Talk has applied for a certificate of Authority with the secretary of State-Please see attached as proof of fiing (6) name and address of registered agent for service in Idaho. Incorp Services, Inc. 921S. Orchard Street, Suite G Boise, ID 83705 2. If a corporation, the Dames and addresses ofthe ten common stockholders of applicant owning the greatest number of shares of common stock and the number of such shares owned by each, as follows: SharesOwned Percentage of Voting Control Shares Issued aid Outstanding 1. Anastasios Kyriakides-PresidentlSecretary: 2,100,009 Shares Owned- 24.4% voting control 1030 Washington Street Hollywood, FL 33019 NETTALK.COM, INC Idaho. CLEC Application 3. 2. Kenneth Hosfeld-VPlDirector: 1,100,000 Shares Owned-12.8% voting control 5166 North Springs Way Coral Springs, FL 33076 3. Leo Manzewitsch-CTOlDirector: 1,100,000 Shares Owned- 12.8% voting control 11331 SW 20th Street Miramar, FL 33025 4. Bil Rodriguez- CFOlDirector: 1,100,000 Shares Owned- 12.8% voting control 5701 SW 196 Lane South West Ranches, FL 33332 5. Ron Rule-Stockholder: 1,000,000 Shares Owned- 11.6% voting control 1124 Foxwood Dr., Lutz, FL 33549 6. Nicholas Kyriakides- Director of Marketing: 600,000 Shares Owned- 70/0 voting control 1030 Washington Street Hollywood, FL 33019 7. Robin Hoover-Stockholder: 113,250 Shares Owned- 1.3% voting control 4201 Bayshore Blvd, Unit 1201 Tampa, Florida 33611 8. Jacques Marcotte: 40,000 Shares Owned- .4% voting control P.O. Box 923323 Norcross, GA 300100 NET TALK.COM, INC Idaho CLEC Application 4. " 9. Samuel McClain: 40,000 Shares Owned- .4%1 voting control 766 Rosemere Circle Orlando, FL 32835 10. Robert Zenner: 40,000 Shares Owned- .4% voting control 21521 farmcrest Road Belgrade, MN 56312 3. Names and addresses of the offcers and directors of applicant. Please refer to above question and see attached 4. Name and address of any corporation, association, or similar organization holding a 5% or greater ownership or a management interest in the applicant. As to ownership, the amount and charcter of the interest must be indicated. A copy of any management agreement must be attched. Apogee Financial Investment, Inc.: 1,000,000 Shares Owned- 11.6% 4902 Eisenhower Blvd, Suite 185 Tampa, FL 33634 -Apogee does not have a management contract with Net Talk.COM, INC. 5. Names and addresses of subsidiaries owned or controlled by applicant. NET T ALKCOM, INC. is the sole company II. Telecommunication Service 1. The date on which applicant proposes to begin constrction or anticipates it wil begin to provide service. Upon certification ofthis application NET TALK COM, INC Idaho CLEC Application 5. 2. A written description of customer classes and customer service(s) that the applicant proposes to offer to the public. Net Talk intends to offer service to both business and residential customers. The Company intends to provide network bundled telecommunications services, including long distance and local exchange services. In addition, the Company ensures customer access to emergency services such as 911/E911, operator services and directory assistance. Net Talk understands the importance of effective customer service for local service consumers. Once it initiates operations, Net Talk's toll free customer service telephone number wil be available with live operator response Monday-Friday from 8 a.m. til 6 pm. iv. Service Terrtory 1. A description sufficient for determining whether service is to be offered in a paricular location; and the names of all incumbent local exchange corporations with whom the proposed utilty is likely to compete. Net Talk intends to offer service in the geographic areas currently served by Qwest Communications. Net Talk wil mirror the basic local callng scopes ofthe incumbent local exchange companies. 2. Written description of the intended manner of service, for example, resold services or facilties based. A general description of the propert owned or controlled by applicant. Net Talk proposes to provide resold and facilties-based local exchange and resold interexchange services through the combination of its own and/or leased facilties and the resale of other carrier's facilties and network elements. The Company intends to offer service immediately upon certification and approval of its interconnection agreement. 3. A statement describing with whom the applicant is likely to compete. Any and all VoIP providers and the local ILECs and additionally a grant of Net Talk's Application to provide facilties-based local exchange and resold interexchange services is in the public interest and serves the public convenience and necessity. In enacting the Federal Telecommunications Act of 1996, the United States Congress determined that it is in the public interest to promote competition in the provision often telecommunications services, including local exchange services. Experience with competition in other telecommunications markets, such as long distance, competitive access, and customer premises equipment, demonstrates the benefits that competition can bring to consumers. Consumers are enjoying increased services, lower prices, higher quality, and greater reliabilty. This is true not only with respect to the service offerings of the new entrants, but also as a result of the response of incumbent monopoly providers to the introduction of competition. Net Talk's proposed services wil provide multiple public benefis by increasing the competitive choices available to users in Idaho. Enhanced competition in telecommunications services likely wil further stimulate economic development in Idaho. In addition, increased competition wil create incentives for all carriers to offer lower prices, more innovative services, and more responsive customer service. NET TALK COM, INC Idaho CLEC Application 6. 4. A description of the propert owned by the applicant clarfies the applicant's proposed services and operation. Net Talk is a newly formed company and has yet to initiate operations in Idaho. The company does have a Class V switching facilty data center in North Miami Beach Florida. V. Financial Information 1. Curent detailed balance sheets, including a detailed income and profit and loss statements of applicant reflecting curent and prior year balances for the twelve months ended as of the date of the balance sheet, or if not readily available, for the period since the close of the preceding calendar year. Net Talk is a newly formed company but has attached a pro-forma balance sheet 2. If a balance sheet and income statement are not available, the applicant must submit financial data sufficient to establish that it possesses adequate financial resources to provide the proposed services. NET T ALKCOM, INC. is a newly formed corporation in the State of Florida. The company has recently been funded in the amount of $500,000 by a large MASTER FUND based in New York. NET TALKCOM, INC wil be receiving additional funding by the fund as certain milestones are completed to launch the business. Attached is a Pro-Forma Balance Sheet as of September 10,2008 and is limited due to the fact that the company is newly formed. VI. "Ilustrative" Tariff Filngs - A TT ACHED Proposed initial tariff and price sheets setting fort rates, rules, terms, and regulations applicable to the contemplated service. NET T ALKCOM, INC Idaho CLEC Application 7. VII. Customer contacts 1. Contact information for the Applicant. Nicholas Kyriakides 1100 NW 163rd Drive Ste. 3 North Miami Beach FL 33169 Phone (305)-621-1200 ext 109 nickaYnettalk.com b) Atoll-free number for customer inquiries and complaints. Not yet initiated but wil be available upon certifcation a) The name, number and electronic mailing addresses (if available) of the person( s) designated as a contact for the Commission Staff for resolving complaints, inquiries and matters concerning rates and price lists or taiffs. Nicholas Kyriakides 1100 NW 163rd Drive Ste. 3 North Miami Beach FL 33169 Phone (305)-621-1200 ext 109 nick(ßnettalk.com VIII. Interconnection Agreements 1. Statements of whether the applicant has initiated interconnection negotiations and, if so, when and with whom. Net Talk has not yet initiated interconnection agreements as of yet but is planning on doing so ix. Compliance with Commission Rules Net Talk has reviewed all of the Commission's rules applicable to competitive local exchange service and interexchange service providers and agrees to comply with those rules except to the extent the NET TALK.COM, INC Idaho CLEC Application 8. rules are explicitly waived for Net Talk or for all carriers in the same class. Specifcally, Net Talk requests exemption from the following rule: (a) Reporting Requirements Net Talk further requests waivers of any reporting requirements which, although applicable to incumbent LECs, are not applicable to competitive providers such as Net Talk because such requirements: (1) are not consistent with the demands ofthe competitive market; and (2) they constitute an undue burden on a competitive provider, thereby requiring an ineffcient allocation of its limited resources. In addition, Net Talk reserves the right to seek any regulatory waivers which may be required for Net Talk to compete effectively in the Idaho local exchange services market. X. Escrow Account or Security Bond N/A XL Conclusion This Application demonstrates that Net Talk. possesses the technical, financial and managerial resources to provide local exchange and interexchange service in Idaho. Wherefore, Net Talk respectfully requests that the Commission: 1. grant Net Talk authority to operate as a provider of resold and facilties-based basic local exchange and resold interexchange telecommunications services within the State of Idaho; 2. grant the waivers requested in this Applicaton; and 3. grant such other relief as it deems necessary and appropriate. Respectfully submitted sios Kyriakides, President NET TALK COM, INC Idaho CLEC Application 9. NET TALKCOM, INC. Articles of Incorporation NET TALK. COM, INC Idaho CLEC Application 10. State of Florida Department of State I certify from the records of this office that NET TALK.COM, INC. is a corporation organized under the laws of the State of Florida, filed on May 1, 2006. The document number of this corporation is P06000061539. I fuer certify that said corporation has paid all fees due this offce though December 31, 2008, that its most recent anual report was filed on September 11, 2008, and its status is active. I further certify that said corporation has not filed Aricles of Dissolution. Given under my hand and the Great Seal of Florida, at Tallahassee, the Capital, this the Twelfh day of September, 2008 ~t5 Secretary of State Authentication ID: 000135805680-091208-P06000061539 To authenticate this certificate, visit the following site, enter this ID, and then follow the instrctions displayed. https://efie.sunbiz.org/certauthver.html -sEÇl'4¥'C§'ATE . 10 Aiiios Kyr tI.~ ofNJ TALCOM, IN.. a ~dl:Cloi. :($c"Cauy"), in coon WÎ ~t ~ Sec.Pu A~t(ti "Se6es '~ø A~") dat aaof evêa ~è:.J by an be t1.capiny.!B DEBØl'~FV, ("D.~W". ciG hçby ee to Del~ ßi .: .'. L '. Attd heÉ s5~is a ~od coPS' oftb Ailè~ ofI~ran of .. #i.eo~pq li ørfilei ti~.Witb~ ámendmeitUher; an .. . ,~;Att hetll..~i.n tr an co copy of.tÍ i:y-bWi of th Cry; sa 'By-Lws baC,iibt~~ded; i.dtfied or mW~.lu.iJ.in:fii,l.~c ~~ii~ofïliida ~ ii, .... . . .'3. Atlhehi ás ~.ii agÐ stnS ce_ fQr.di Çcpay ~:1i.uic.Se ofStiie OfR9ii'ild. .' ,. . : ,.. :4; ~'Coy besi.th ~of ti eefie retcjnlle 3 ab :tJ~ thdie liri:fu.ii:Slog'undi la oftlS_:~~ iG S. Nø su or proce~ fi. tb .dli or liui~ òfth Coin, bibll iæfiii or is iKw th ai'.. .. . .. '~6; . Atthe aa~1s a1n co and eomplet eoy'O(rilÜfof .theBQ& of-Di.reC of ti ÇO: id in .øim with thj)Vî¡l. ofia. fi th. . .:Ai~.öfJiiCOration ài ~y-t.ti:i Copay. im sidreCiliiöii!! aoÌD fu' 'io~~ eti en ha DOt be ii inii ret; ai ... '. ...... ".' . .' . .. .: '.:..1:. . Th follwig p~:.ba~eD_ùllil. eiei. Ji duyq~'ii as of:tl. .~:9.f~ ,~o!1 of II SeCûes ~ Ag we ai~ lh~._'~f àr'.öfêe ofti.çpa holdii:it~~oft Sèt opPite their ~e~bciow.'än ttsigis sit oppsitè th ~e iies below lIC thir ~f. g8ui,.:~:'. .. .. .. An..~:Kyrki~'~ ChFbialOfcer .N'ï: .~.:.li..ki Kyi llj¡~ IN WIS WHOF. I have sigi th Cerfite as oftJ I Ot ~f of Sebe, -i.SS3l.0 200. I, BilL Rodpcz; the Chef P' ia .Ofii :o :iëoÌJy, dO herby ci:tAntaai Ky.s ha.bemi duy ele'ha.4\ quied :ad. as of 1h da or.tl execii of..~Qmtibuti Apmci wa ar ~ .tb.~. ~r is I. Se oftbCoyiitl5i~ çpin abve is. tr $P~orlù si$Dtu .. . .iN ~S WHREF, J.bae1i1o~j¡y:~2008... . . ... -2-5!!I.l 850-817-6381 8/10/2008 2: 34 PAGE 002/002 Florida Dept of state Septembx 10, 2008 FLRIA DEPARTM OF STATE Divion of Corpon NET TALK. COM, INC. 1100 NW 163 DR MIA, FL 33169US Re: Document Numbr P06000061S39 The Articles of Amndnt to the Articles of Incor;oration for DISCOVR SCRENS, INC. whioh changed its na to HET TALK.CCI, IHC., a Florida corporation, were ~iled on Septembr 10, 2008. The certification requested is enclosed. To be officiial, the ciertification for a certified cop must be attached to the original documt that was electronically subtted and filed under FAX audit numer B08000211974. Should you have any qustion xegaxding this matter, please telephone (850) 245-6050 i the Amndmnt Filing Section. Cheryl Coulliette Regulatory Specialist II Division of Corporations Lettex Humbr: 308A00049555 P.O BOX 6327 - Tal Flda 32314 Facsimile Audit No.: Hosoiii9743 ARTICLS OF AMNDMENT TO TH ARTICLES OF INCORPORATION OF DISOVER SCRENS, INC............................... DISCOVER SCREENS, INC., a Florida corpration (the "Corpraio"), herby certes as follows: 1. The Arcles of Incorporaon of the Corration (Forida Division of Corrations Doent Number P06000061539) ar herby amended by deletig the prsent form of Arcle I in its enti and by substitug, in lieu thereof, th followi: "ARTICLE I CORPRATE NA.AND PRICIPAL OFFICE The ItIl of this eolporølt is NET TALCOM, INC. (the "Corporaon, au its prindpaJ offe ønd lIilg tires is 1100 NW 163 Dme, Mia",i, Fl 33169. " 2. The foregoing amenent shl become effcctive as of the close of busies on the date these Arcles of Amendment are aproved by the Florida Deparent of State an al filig fees then due have been paid, all in accordace with the corpration laws of the Stat of Florda 3. The pmendment recited in Section i. above ha been duly adoped in acrda with the provisions of §607.0821, .0704, .1003 and .1006, Florida Statute, the shholder and diectors of the Corporaon having execute a writt stteent, daed effective Deemer 30, 2007, manfesting thei intention tht the amendmen be adopte. IN WlSS WHOF, the Coipraon ha caused thes Arcles of Amenent to be prepar under the signtu of its Chef Executive Ofcer ths 10th day of Septebe, 2008. DISCOVER SCRENS, INC., a Florida corporation BY.~ ~over. Chef Executive Ofcer Facsimi Audit No.: HO&IHJOZi 19743 '582.01 Faesmie Audit ~o.: 808011 19743 ARTICLES OF AMNDMENT TO TH ARTICLES OF INCORPORATION OF DISCOVER SCRENS, INC. ****..****........*........... DISCOVER SCREENS, INC., a Florida coiporaon (the "Corpraon"), heby ceres as follws: i. The Arcles of Incoipraon of the Corporaon (Forida Division of Coiporations Document Nwnber P06000(1539) ar hereby amended by deletig the prsent form of Arcle I in its entirty and by substitutig, in lieu thf, the followi: "ATICLEl CORPORATE NAM AND PRICIPAL OFFICE The IU of this corpl'n is NE TALCOM, INC (de "Cooraon") tu it priti offce and IIg addre is 1100 NW 163 Dme, Mi.",/, Flru 33169. " 2. The foregoing amendment shl become effective as of the clos of busess on the date these Arcles of Amendment are approved by the Florida Deparent of Stae and al filig fee then due have been pad, al in acordce with the corpraon laws of the State of Florda 3. The lIendment reted in Section i. abye has bee duly adpted in accordace with the provisions of §607.082 i, .0704, .1003 and .100, Florida Statues, the shholde an diectors of the Corporaon having execute a wrtten statement, dated effecve Decr 30, 2007, manfestig their intention that the amendment be adopted. IN WISS WHOF, the Corpraon has caed these Arcles of Amendment to be prep under the signat of its Chef Executive Offcer ths 10tl day of Septembe, 2008. DISCOVER SCREENS, INC., a Florida corpration Br-~~vcr. ehExec Ofce Facsimie Audit No.: H080oo2119743 SSll.01 NET TALKCOM, INC. Certificate of Authority Filng Proof with the State of Idaho NET TALKCOM, INC Idaho CLEC Application 11. 202 APPLICATION FOR CERTIFICATE OF AUTHORITY (For Profit) (Instructions on Back of Application) The undersigned Corporation applies for a Certificate of Authority and states as follows 1. The name of the corporation is NET TALK.COM, INC. 2 NET TALK.COM, INC.The name which it shall use in Idaho is. 3 It is incorporated under the laws of Florida 4 fts date of incorporatiof' is Sept 10 2008. , l..1 I , __..________.____ ;) The address of its principal office !s 1100 NW 163rd Drive Ste. 3 North Miami Beach Florida !3 The address to which correspondence should be addressed, if different from item 5, is: nfa The street address of its registered offce in Idaho IS 921 S Orchard St., Suite G Boise, ID 83705- - and its registered agent in Idalio at that address iS ~_ncorp Services. Inc. names and respective business addresses of its i1:rectors and officers are Î'Jarne Title Business Addrell 1100 NW 163rd Dr. Ste, 3 Miami 33169Anastasios Kyriakides PresidenUSecretary Kenneth Hosfeld Vice President 1100 NW 163rd Dr. Ste. 3 Miami 33169 Bill Rodriguez Chief Financial Officer 1100 NW 163rd Dr. Ste. 3 Miami 33169 Leo Manzewitsch CTO 1100 NW 163rd Dr. Ste. 3 Miami 33169 Dated.Oct 222008 Custorner !\cci # .,..? .4 17;:.~~~l(~~-/' ,i(/Iei,..o u O/(/Z i'Nanì8. (¿ \. . ()'d_ ( ~ lef -, ¡\/tA/C,'ft- ()(-f (~fl .)9 ,,,',Q Secretary oí State use only signer must be a director or an offcer of the corporation! . .. '. . INSTRUCTIONS ., ,.. ,, i. 2 i I 2 ii) i Optional If th", document is Incon8Cl where can you De reached tm coii ectlcnSi '. ~ , \0 , c; -()£1' /0 i Note Complete and submit the appiication in dupiicate This application rnust be accompanied by a certificate of existence (or goodstanding) dated within 90 days froni the date of filing with this office A certified copy of the articles of incorpora- tion or a certificate of tax status wil NOT be accepted. Lines 1 & 2 . Enter the name of the corporation exactly as it reads from tI,e certihcate of existence from the domestic state. Complete item 2 oniyJf (1) the corporation must adopt a fictitious name to avoid a conflict with an existíng name on the records of the Secretary of State or the corpoiations true name does not include one of the words of incorpo- ralion required by section 30-1-401 Idaho Code. and such word is added to tlie tn..ie name in item 2 A corporate name must include corporation incorporat"d. company, IJrniteel or any acnrev:aUcm Hiereof If a fictitious name is adopted to avoid a connie!. attach a resolution of the board of directors adopt:ig the 3ssuriecl name Lines 3 & 4 Enter the domestic state and its date of ¡iKOrporatlon You ¡;.lust inciude the day. month and year This date must match the date on the cèctlllcate of existence if one iSLine 5 - Enter the address of its office . Line 6 ,. Enter the address you would liko futurf:' reports mailed to. i dlHemnt from the address in #5.Line 7 Entei' the name and street êQ.Çjr:eS.§ of the registered agent for tne corporation A registered agent is the person designated to receive service of process upon Jitlgatlol1 rhis persrm iTust ~)çJ iocated in Idaho at a street address If you do not have anyone to act as your registereo ager,t Idaho you may contact th,", Secretary of State for a iist of companies which offer SLich representation in Idaho Line 8 . Enter the names and business addresses of thE! offrcers and .Jp.,'CU:iIS VVe are !ooking fm office held of president sßoetary and directors Sign and date the application Please identify the nanie of t!ìe slg'101 I'! iYolng ¡-¡is:i'ier name beiow tI\e signature and ilidicate in what capacity they are Enclose the appropnate fee If t1ìe application is typed thE! fee iS :£ í 00 If the application iS not typed the fee is $'10 !1 exp('?dited service IS requested add $20 to tne iH: If the fees are to be paid from Hie partys pre-paid customer eccour: enter the customer account number in tlìe indicated space F'uisuant to Idaho Code § 0'7-91 the of Sli~es Ofi:ce ir,ôy Geiete a business entity fi!ilìg from our database payment for the filing iS not Mail or deliver to .)4", 4 ii e'..1 9 ADMISSION OF FOREIGN CORPORA TION Sectlon30-1-150í ¡ ,I :',01 AUTHORITY TOTRANS/:lCr BUSINESS REOUIRED 1) 1\ foreign corporation may not transact business in this state until it OOtallis a certificate of authority from the secretary of sidte The activities amonÇJ others. do not constitute transacting bUSiness wilri¡n tile meaning of subsection (J) of this Maintaining, defending or setIllng any proceed Hi':; (b\ Hoidlng ineetiiigs the ooard of chectors or siiaieiioideis c¿nyri~1 1)(1 other activities concerning internal corporate affairs (c) Mc1l1taining bank accounts (d) Maintaining offces or agencies for tl-¡e tJansfer exchange ana of the corporation's own securities or 11'Idintaining trustees 01 depositan8S with respect to ti¡OSt, secunties (6) Selling through IndependenÎ contractors (f) Soliciting or obtaining orders whether by mad or ti¡iougri Dr agems or othervvise. if the orders require acceptance outsioe this state before lriey become contracts Creating or acquiring indebtedness ITiortgages and secwity interests in reai or personal property (h) Securing or collecting ,iebts or enfOl'clng mortgages and secunty rntei'ests in property securing the debts. (i) Owning without more reai 01' personai property (j) Conducting an isolated transaction that iS compieted vvith:r' tfwtv ana that is not one iii the course cif repeated transactions of a like nature (k) Transactílig business in interstate commercer'1fJ iist of activities In sutisection (2; of this section !snot exhaustive NET TALK. COM, INC. 1100 NW 163RD DR., SUITE 8-4 MIAMI, FL 33169 eITBANK, N.A.233063-S666 DATE Oct 22, 2008 AMOUNT One Hundred and 00/100 Dollars $100.00 (f PAY TO THE ORDEH OF:IDAHO SECRETARY OF STATE 450 N. 4th Street P.O.BOX 83720 BOISE, 10 83720-0080 VOID AFR 180 DAYS æa:æ mrrnwli.lì. i 1 fllUUi it., m Wmi J I". :e:uow M' Memo: IDAHO SEC OF STATE L1C.11.002:1:1011. I: 2i;i;OBi;SSL,I: IT It II!" UPS Ground S.D.P.. See instructions on back. Visit UPS. com" orcall 1-800'PICi(-UPS" (800-742-5877) lor additional information and Tariff/Terms and Conditions.- 1I1/L1 y í i1 REFERENCE NUMBER í . . K123 .I . 913 2523 FROM NAME \litho hi COMPANY l.;g... '." ''''l'''"..r i...."'V~'. '''l 1t."1 l y, STREE ADDRESS i If:) ¿) l\J,L/\,-l I f CiTV AND STATE i'i c\ 'i i.e \ j\.tÎi i, w'V ¡\,., i/...~, C¡ fl..,,'1. .. v V", DELIVERY TO L/() NAME ,S!1f',PAN): . ¡ ,.... \ \'):: 'j , 1"'"'1" (~) STREE ADDRESS iroN ki (' ') i r~, C/'!: TElEPtONE (" .,,¡, ""t./i~:.ii , zip CODE F'I ","",7...r"""; i .' .'" ,.:j.:5 \ t. ,,( TELEPHONE 'ìC'~) , DEP1/FlR. \. \ ~,...-F.,i''" ~ ()( , iiiiiiiiiin III iininiiiiiiiii r~ DIMENSIONAL WEIGHTIf Applicable LARGE PACKAGE D AMOUNT C.O.D. shipping may be available at UPS.com American Express IJner's Club MasterCard Visa CHECK D I THIRD PARTY'S COMPANv NAME AND ADDRESS STREET ADDRESS Residential Delivery o CITV AND STATE zip COaE .fti:U$PUrJTh.'sl.uiththüe(~tmIO''ior&p Adinlfûtrltla RqIIt ÐlYmo coryte u.s 'ii. IS ~le DATE OF SHIPMENTit: lit hiLli All shipments are subject b, th~ terms containe lr¡' the UPS Tarlff/Terms and Conditions of Service, which are in(orporated herein by reference, and are avaliable at UPS.com and local UPS offices. l SHIPPER'S X SIGNATURE SHIPPER RELEASE D EXPIRATION DATE / G G Ii Ii ~ ~:: o, i?.is0. ~ ..E ~ ~:: €""~ æc: FH;C il \ i :2 ~ Ó21295 1/07 MW SHIPPER'S COPY J NET T ALKCOM, INC. Management NET T ALKCOM, INC Idaho CLEC Application 12. The following individuals are key managers of NET TALKCOM, INC. and may be contacted at the Compnay's headquarers located at 1100 NW 1 63rd Drive Ste. 3 North Miami Beach, Florida 33169 MANGERIAL CAPABILTY Anastasios N. Kyriakides is President. Mr. Kyrakides received a Bachelor of Science degree in business from Florida International University in 1975; in 1977, he received a degree in investment banking from the American Institute of Banking. From 1979 to the present, Mr. Kyrakides has consulted for numerous companies in the areas of shipping, trvel, baning, and electronics. His cruise ship career staed with Carival Cruise line out of the Port of Miami, and continued to a successful star up with Tropicana Cruises; one of the first gaming ships out of the Port of Miami. In 1994, Mr. Kyriakides became the Chairan of Montgomery Ward Travel, a company created to provide full trvel services to eight milion Montgomery Ward customers and credit card holders; he served in this capacity from 1994 to 1996. Mr. Kyrakides had previously organized the successful sta-up of Seawind Cruise Line in 1990; there, he was the founder, and later, the Chairan, CEO, and Secretar until 1994. In 1984 Mr. Kyrakides founded Regency Cruise Line, the world's first publicly trded company in passenger shipping, and served as its Chairan and Secreta until 1987. In 1983, Mr. Kyriakides founded the Mylex Corporation to develop and produce the world's first hand-held optical scaner and VGA card for personal computers. As the President and Chairan, Mr. Kyrakides guided Mylex from its begining as a private company to its becoming a public company traded on the NASDAQ under the stock symbol MYLX until it was acquired as a wholly owned subsidiar ofIBM (NYSE: IBM). In 1983, Mr. Kyrakides was the founder and Chairman of Tower Bank NA, a full service commercial bank, with thee offces, headquaered in Dade County, Florida. In 1980, Mr. Kyriakides, was the founder of Delcor Industres of Hollywood, Florida, an electronics manufactuing facilty, assembling OEM products for various electronics companies including IBM mainframe and cable division employing over 150 skiled employees. In 1979, he was the founder and Chairman of Lexicon Corporation, the worlds first hand held electronic languge translator the LK3000 that trslated into 12 different languages. This company, publicly trded on the NASDAQ, under the symbol LEXI, was ultimately acquired by Nixdorf Computers of Germany. Prior to founding NET TALK COM, INC., Mr. Kyrakides was a co-founder and CEO of Interlin Global Corp. a Telephone company that was built up to include subsidiaries in three countries, including a nation wide full service telephone company in Venezuela (recently sold to the largest cable company in Venezuela). Kenneth Hosfeld is Executive Vice President. Kenneth has over twenty-two year of international sales, marketing, and business management experience in the telecommunications industr. Kenneth was a co- founder ofInterlink Global Corp. a Telephone company that was built up to include subsidiaries in thee countries, including a nation wide full service telephone company in Venezuela (recently sold to the largest cable company in Venezuela). Before co-founding Interlink Global Corp, he co-founded another VOIP telephone company (NetExpress) which was eventually rolled up into OneRig InterntionaL. Pror experience includes being the Regional Director of Brail, the Andinos, and the Carbbean for Tellabs, Inc. He secured Tellabs' first "tur-key" contract (a complete, fully managed network deployment including all products and services and project financing). He opened Tellabs' offces in Brazil and regularly exceeded revenue targets. Prior to that, Kenneth was Vice President ofNera Latin America, a subsidiar ofNera Telecommunications (formerly ABB), with full P&L responsibilty for the region. He opened offces thoughout Latin America including Brail, Colombia, Mexico, and Venezuela and additionally penetrted the Mexican and Chilean markets. Prior to Latin America, Kenneth was responsible for sales in Africa and in China. He speaks over six languages including fluent Spanish and Portguese. NET TALK COM, INC Idaho CLEC Application 13. Nicholas Kyriakides is the Marketing Director. (Resume Attached) Nicholas received dual degrees in Finance and Multinational Business Operations from Florida State University and a Masters of Business Administration from Nova Southeastern University. In addition to his curent marketing capacities at netTALK.com Inc., was the Director of Marketing & Business development at Interlin Global Corp. a Telephone company that was built up to include subsidiares in thee countries, including a nation wide full service telephone company in Venezuela (recently sold to the largest cable company in Venezuela). Nicholas also teaches Principles of Marketing at Miami Dade College School of Business. Nicholas is fluent in both English and Spanish. Bil Rodriguez is the CFO. Pror to his CFO duties at NET TALK.COM, INC., Bil was a CFO at Interlink Global Corp. a Telephone company that was built up to include subsidiaries in thee countries, including a nation wide full service telephone company in Venezuela (recently sold to the largest cable company in Venezuela). Bill's resume is attched. TECHNICAL CAPABILITY Leo Manewitsch is the CTO. Leo has more than 18 years in the Telecommunications industr. Leo received a Master's in Electronics Engineering, from the University of Buenos Aires, Argentina in 1991 and previously received a degree in mechanics from the Argentinean National School of Technical Education, Buenos Aires in 1981. Before coming on board, Leo was the CTO ofInterlink Global Corp. a Telephone company that was built up to include subsidiaries in three countries, including a nation wide full service telephone company in Venezuela (recently sold to the largest cable company in Venezuela). Previously, Leo held positions sale support management at UT Starcom, Business Development Manager for STRA TEKGY Telecom Solutions, Marketing Manager for Tellabs International in their South American market, and finally various positions at NEC Corporation ranging from new product engineering up to and including management of new product marketing. Leo is fluent in both English and Spanish NET TALK.COM, INC Idaho CLEC Application 14. NET TALKCOM, INC. Financial Statement and Affdavit(Co~~\ NET TALK.COM, INC Idahò CLEC Application 16. NET TALKCOM, INC SIGNATURE PAGE We aff that the above statements and the unaudited financial statements are tre and correct. Bil Rodrguez Chief Financial Offcer NET TALK.COM, INC Idaho CLEC Application 18. AFFIDAVIT STATE OF FLORIDA COUNTY OF DADE Anastasios Kyriakides, being first duly sworn, deposes and states as follows: I am President of NET TALKCOM, INC.; I am the Secreta of the Board of Directors NET TALK is committed to the support of its futue telecommunications operation in IDAHO and has the financial resources to provide such support. Subscribes and sworn to/before me this. CJ 3. day of 0 C. ~ r¡ -e (( OO~ +o~ ....~~. GUILLRM RORIGUEt *' . '* MY COMMISSION # DD 58401 d) it EXPIRES: Novmber 14, 2010"/' OF fLdl~ Bo Th Bu Nory 8elvicMy commission expires: NET TALKCOM, INC Idaho CLEC Application 19. NET T ALKCOM, INC. Offcers and Directors NET T ALKCOM, INC Idaho CLEC Application 20. The following individuals are offcers of NET TALKCOM, INC. and may be contacted at the Company's headquarers located at 1100 NW 16300 Drive Ste. 3 North Miami Beach, Florida 33169 Offcers: Anastasios Kyriakides Kenneth Hosfeld Bil Rodriguez Leo Manzewitsch Nicholas Kyriakides President Vice President Chief Financial Offcer Chief Technology Offcer Director of Marketing Directors: Anastasios Kyriakides Kenneth Hosfeld Bil Rodrguez Leo Manzewitsch Secretary/Director Director Director Director NET TALK.COM, INC Idaho CLEC Application 21. NET T ALKCOM, INC. Stockholders CONFIDENTIAL RECEIVED 20U8 HOV -1 PH J: 59 IDAHO PUBLIC UTILITIES COMMISSION NET TALK.COM, INC Idaho CLEC Application 22. NET TALK COM, INC. Proposed Service Area Map NET TALK seeks statewide authority to offer its services. NETTALKCOM, INC Idaho CLEC Application 23.