20120420Application.pdf

RECEIVED
2012 APR 20 PM 2: 08
IDAHO PUBU UTILtIIES COMMISSION
April 18, 2012
Tfikf-i-i--OI
Idaho Public Utilities Commission
472 W Washington
Boise, ID 83702
RE: APPLICATION FOR A CERTIFICATE OF PUBLIC CONVENIENCE AND
NECESSITY FOR LOCAL EXCHANGE AND INTEREXCHANGE
TELECOMMUNICATIONS SERVICES
To Whom It May Concern:
Please find the attached original and two copies of our Application for a Certificate of
Public Convenience and Necessity to provide Local Exchange and Interexchange
Telecommunications Services in the State of Idaho filed pursuant to Idaho Code §62-6 15.
Please cobtact us at the address below if you have questions. We will appreciate your
immediate attention to this matter.
Sincerely,
Tony D. Cash
General Counsel
1500 Trotters Cove
Atlanta, Georgia 30338
Tel. [phone]
Fax. [phone]
[e-mail]
www.365wire1ess.net
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RECEIVED
BEFORE THE IDAHO PUBLIC UTILITIES COMMISSION 20 1? APR 20 PH 2
)AriU p;JL Tt-rcCQMMIS
IN T111' 14 A P'FLD (L' P1W DL'PTPIf1.T I U L W.4 iTJtk i i% li LL4 I J. ii
FOR A CERTIFICATE OF PUBLIC
APPLICATION NO. 1W k/7-: - ) I
CONVENIENCE AND NECESSITY FOR
365 WIRELESS, LLC TO PROVIDE
COMPETITIVE LOCAL EXCHANGE
AND INTEREXCHANGE
TELECOMMUNICATIONS SERVICES
PETITION FOR AUTHORITY OF 365 WIRELESS. LLC TO BECOME A
I COMPETITIVE LOCAL AND INTEREXCHANGE TELECOMMUNICATIONS I
SERVICES CARRIER
365 Wireless, LLC ("365" or "Applicant") hereby submits to the State of Idaho Public
Utilities Commission (the "Commission") this Application seeking authority to operate as a
facilities-based competitive local exchange and interexchange carrier to the full extent allowed
by the laws of State of Idaho and the rules of this Commission pursuant to Idaho Code §62-615.
In support of this Application, Applicant states as follows:
I.
Identification of the Applicant. The legal name of the Applicant Company is 365
Wireless, LLC and the principal place of business address is:
1500 Trotters Cove, Atlanta, Georgia 30338
Telephone: [phone]
1

1 Fax: [phone]

2 Website: www.365wireless.net

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Federal Tax ID: 45-1474326

4 II.

5 Correspondence or Communications. Correspondence and communications concerning
6 this Application, customer dispute resolution, or any corporate or regulatory matters should be
7 directed to:

8 Clive Marsh

9 Chief Financial Officer of 365 Wireless, LLC

10 1500 Trotters Cove

11 Atlanta, Georgia 30338

12 Tel. [phone]

13 Fax. [phone]

14 Email. [e-mail]

15 III.

16 Officers. The President of 365 is Bridgett Weller and her telephone number is
17 888.820.4544 and fax number is 678.916.0698. The Chief Financial Officer is Clive Marsh and
18 his telephone number is 970.722.6223 and fax number is 678.916.0698. The General Counsel is
19 Tony D. Cash and his telephone number is 678.916.0628 and fax number is 678.916.0698. The
20 principal place of business address for the aforementioned individuals is 1500 Trotters Cove,
21 Atlanta, GA, 30338.

22 Iv.

23 Statement of Applicant Company. Applicant is a Georgia limited liability company
24 duly formed on March 29, 2011, and currently in good standing in said State. A copy of the
25 Certificate of Organization is attached as EXHIBIT "A".

1 V.

2
Applicant Company Certification in the State of Idaho. A copy of the Idaho
3 Certificate of Registration as foreign limited liability company is attached as EXHIBIT "B" and
4 the Applicant may receive service of process in Idaho through its agent:

5 National Registered Agents, Inc.

6 1423 Tyrell Lane

7 Boise, ID 83706

8 Lux

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Services to be Offered. Applicant seeks authority to provide resold and facilities-based
10 local exchange and interexchange services to Business Customers primarily in non-rural areas
11 throughout Idaho as authorized by the Commission. Applicant shall not offer such service except
12 as authorized by the Commission. Applicant plans to enter into a CLEC Interconnection
13 Agreement with Qwest Corporation upon the approval of this Application. All services will be
14 routed over facilities owned by the Applicant and other certified carriers. Applicant contemplates
15 no immediate construction or extension of facilities as a result of this Application and does not
16 currently own property in the State. Applicant seeks to provide its services at rates that are
17 competitive with the services of other providers and anticipates offering services July 30, 2012.
18 Applicant intends on marketing its services through its direct sales channel and does not
19 contemplate utilizing agents or any third-party channels. Applicant does not now provide
20 services in Idaho and has not provided services within the State in the past. Applicant is likely
21 compete with Qwest Corporation in the provisioning of local exchange services to Business
22 I Customers.

23 VII.

24 Enhancement to Competition. Approval of this Application will promote the public
25 interest by increasing the level of competition in the State of Idaho telecommunications market.
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Ultimately, competition will compel all telecommunications service providers to operate more
efficiently and pass the resultant cost savings on to customers. In addition, as a result of greater
I competition, the overall quality and product diversity in the marketplace will improve.
VIII.
Customer Service. Applicant's customer service representatives are available to assist
its customers and will respond in a prompt and professional manner to all customers' inquiries.
Customer Service Support will be provided during normal business hours (9:00am to 5:00pm
EST) Monday through Friday. During non-business hours, customers may leave a recorded
message at the toll-free Customer Service number at 888.820.4544. Applicant's customer service
representatives are prepared to respond to a broad range of service matters, including inquiries
regarding: (1) types of services offered by Applicant and the rates associated with such services;
(2) monthly billing statements; (3) problems or concerns pertaining to a customer's current
service; and (4) general service matters. Applicant has a fully-staffed Network Operations Center
I ("NOC") in Atlanta, Georgia with trained personnel to diagnose network problems and address
I them in an urgent manner. Applicant currently has five full-time employees who will be
responsible for providing service in the State of Idaho.
Ix.
Financial Qualifications - Applicant is a newly formed entity and has just begun the
I significant deployment of its extensive telecommunications network and all related network
assets throughout the United States. The following items are being submitted in support of
I Applicant's financial qualifications, attached hereto as EXHIBIT "C":
A.Executive Summary of Financials; and
B.Certification of Financial Statements signed by Applicant's Chief Financial
Officer, Mr. Clive Marsh; and,
C.Balance Sheet and Income Statement for 2011; and
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D.Balance Sheet and Income Statement for the period ending February 15, 2012;
and
E.Pro forma financials for 2012 - 2014; and
F.A Bank Letter of Deposit and Bank Statement showing funds on deposit with
Applicant's bank as of the time of this filing.
These documents are attached hereto as EXHIBIT "C" attached hereto.
Technical Expertise and Managerial Qualifications. Applicant has an experienced
management team with diverse experience in the telecommunications industry. Manager profiles
have been attached hereto as EXHIBIT "D."
XI.
Technical Qualifications - Applicant has a fully-staffed Network Operations Center ("NOC") in
Atlanta, Georgia with trained personnel to diagnose network problems and address them in an
urgent manner. Applicant's NOC personnel are responsible for monitoring the
telecommunications network for alarms or certain conditions that may require special attention to
avoid customer-affecting impact on the network's performance.
The NOC is responsible for monitoring for power failures, communication line alarms
and other performance issues that may affect the network. NOC associates analyze problems,
perform troubleshooting, communicate with site technicians and other NOCs of Applicant's
underlying carriers, and track problems through resolution. For severe conditions that are
impossible to anticipate, the NOC has procedures in place to immediately contact technicians to
remedy the problem. In addition to the technical expertise of its own employees, Applicant will
rely upon the telecommunications experience and resources of its underlying carriers. It has
formed relationships with these carriers which allows for maximum use of their technical
resources, support systems and diagnostic capabilities.

1 XII

2 Description of Network to Provide Services. 365 Wireless, LLC is a facilities-based
3 Competitive Local Exchange Carrier (CLEC) utilizing current and state of the art, Voice Over
4 Internet Protocol (V0IP) softswitch technology. 365 Wireless has deployed a Class 4/5 VoIP
5 softswitch capable of handling thousands of end customers. The core softswitch is located in the
6 365 Wireless Atlanta co-location environment (Atlanta NAP). Connectivity to all locations is
7 provided through an extensive SONET-fiber backbone network that is being deployed. Local
8 connectivity to the ILEC tandems and end-offices (to provide local access) is provided via ILEC
9 trunking from the ILEC switch to the 365 Wireless Point of Interface (P01) locations in each
10 LATA. Depending upon size and traffic volume, 365 Wireless may deploy local edge-router/
11 media gateway devices locally in select markets. In smaller markets, a physical P0! interface
12 location will be deployed providing a logical and physical interface to the core VoIP softswitch.
13 Local access will be provided to each individual customer through the use of several techniques:
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1. UNE, UNEP, EEL loops will be purchased from the ILEC to provide the "last mile"

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loops to each customer location.

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2. PR! loops will be purchased from each ILEC to provide higher capacity loops to PBXs,

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E-Key systems, and VoIP PBXs at a customer's location.

19 3. DS-1 loops will be purchased from the ILEC to each customer location for VoIP devices I

20 (Data, Voice, Video, etc.) or for "non-PR!" compliant devices.

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4. All ILEC loops will be provisioned, as per our ILEC interconnection agreement and

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pursuant to State PUC guidelines.

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5. 365 Wireless will physically connect to all applicable ILEC Tandems and end-Offices as

24 required to provide the necessary routing and call volume handling as per LERG

25 guidance.
1 365 Wireless may, at its discretion, choose to deploy Feature Group "D" (FGD) trunking in
2 select LATAs to provide 8XX Toll Free inbound traffic to a select group of its customers. In
3 addition, 365 Wireless may use FGD trunking to provide IXC access to Interstate and Intrastate
4 call terminations (egress from the 365 Wireless core switch network). See EXHIBIT "E."

5 To expedite the availability of its Local Service products, the Company may enter the
6 market via resale and later provision subsequent services over Applicant's own facilities as
7 demand warrants. In some geographic areas, Customer demand may be sufficient to cost-justify
8 providing services on a facilities-basis, while areas with lesser demand may make resale more
9 practicable. Prior to offering services via resale, Company intends on establishing a resale
10 I agreement with Qwest Corporation.

11 XIII

12 Pending Applications - Applicant is in the process of obtaining authorization to provide
13 telecommunications services throughout the United States. Applicant has recently been certified
14 as a local exchange carrier in Florida, Texas, New York, Indiana, Oregon, Georgia, and the State
15 of Washington and is provisioning the required network facilities in preparation for serving
16 customers 2Q2012. In no case has Applicant held authorization to provide service where it was
17 subsequently discontinued. In no case has Applicant had certification of authority denied,
18 suspended, dismissed, terminated, or revoked.

19 XIV.

20 Contact for Customer Service, Maintenance, and Customers Inquiries. The
21 I Applicant's main contact for these matters is:

22 Joe White

23 VP Operations:

24 1500 Trotters Cove

25 Atlanta, Georgia 30338
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Tel. [phone]
Fax. [phone]
Email. joe365wireless.net
xv.
Legal / Regulatory Contact Information for Applicant.
Tony D. Cash
General Counsel of 365 Wireless, LLC
1500 Trotters Cove
Atlanta, Georgia 30338
Tel. [phone]
Fax. [phone]
Email. [e-mail]
XVI.
Benefits to Public. The Commission has previously determined as a matter of public
convenience and necessity that competition be allowed in the provision of local exchange and
interexchange services. In addition, Applicant submits the following in support of its belief that
the public convenience and necessity require Commission approval of its Application:
1.Applicant's proposed services are designed to meet the telephone needs of
subscribers and permit subscribers to realize cost savings in communications services.
2.Applicant's proposed services will use existing communications facilities more
efficiently while providing subscribers with cost advantages.
3.Commission approval of the instant Application will reaffirm the principle of
competition in the telecommunications market within the State of Idaho and benefit
Idaho telephone users by providing: (a) lower priced and better quality service, (b)
innovative telecommunications services, (c) efficient use of existing communications

1 resources and increased diversification and reliability in the supply of

2 communications services, and (d) development and expansion of the

3 telecommunications industry in the State of Idaho with attendant increased

4 employment opportunities for Idaho citizens.

5 XVII.

6 Economic Feasibility and Financial Statement and Qualifications. The operations
7 proposed by the Applicant are economically feasible. Applicant is financially qualified to
8 provide the local exchange and interexchange services requested in this Application. A Bank
9 Letter of Deposit and Bank Statement are attached hereto as EXHIBIT "C," which
10 that Applicant possesses the capital to operate its business and to meet expenses. Applicant also
11 1 has the resources to satisfy any deposits to other telecommunications carriers that may be
12 required to provide the proposed services.

13 XVIII.

14 Statement Regarding Civil or Criminal Proceeding - Applicant has had no formal
15 or informal actions against it within five (5) years preceding the filing of this application.
16 Applicant further states that it has not received any judgment, penalty, or sanction in any other
17 jurisdiction that could adversely affect Applicant's ability to provide telecommunications:
18 services in Idaho.

19 IA '

20 Illustrative Tariff. Applicant's proposed services will be offered pursuant to tariff on a
21 non-discriminatory basis. Applicant's illustrative local exchange tariff describing its services,
22 rates and terms and conditions, is attached hereto as EXHIBIT "F". Applicant intends to offer
23 its services at rates that are competitive with the rates of the incumbent local carriers.
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1 xx.
2 Statement Regarding Customer Deposits. Applicant will neither require nor accept
3 deposits from Customers and therefore respectfully requests exemption from any escrow or bond
4 requirement. Applicant's illustrative tariff, attached hereto, affirms this policy.
5 xx'.
6 Miscellaneous. This Application is fully verified and contains the evidence which
7 Applicant believes fully supports the requested authorization The filer of this Application is
8 properly vested with the authority by the Applicant to file this Application and verify the
9 information contained herein See VERIFICATION OF APPLICANT attached hereto If
10 additional data or information is desired, Applicant will promptly submit the same in verified
11 1 form.
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WHEREFORE, Applicant respectfully petitions this Commission for authority to
operate as a provider of local exchange and interexchange service in the State of Idaho and for
local service offerings to be regulated under the laws of the State and the rules of this
Respectfully submitted,
365 Wireless, LLL
ClivèMmh - Chief Financial Officer
1500 Trotters Cove
Atlanta, Georgia 30338
Tel. [phone]
Fax. [phone]
cmarsh@3 65wireless.net
Ar I , 2012
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VERIFICATION OF APPLICANT
I, Clive Marsh, Chief Financial Officer of 365 Wireless, LLC, a Georgia limited liability
company, the Applicant for a Certificate to provide local exchange and interexchange
telecommunications services in the State of Idaho, verify that based on information and belief, I
have knowledge of the statements in the foregoing Application, and I declare that they are true
and correct.
I further declare that I have the authority duly granted by Applicant to execute this
Verification and to file this Application on behalf of Applicant
,4p/ Executed on thel'L ) day of , 2012, at Atlanta, Georgia.
i-Financial Officer
365 Wireless, LLC
Sworn to me, the undersigned
Notary Public on this
LE'day of ,PI/ / ,2012.
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NOTARY PUBLIC
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LIST OF EXHIBITS
EXHIBIT A CERTIFICATE OF ORGANIZATION
EXHIBIT B FOREIGN LIMITED LIABILITY COMPANY QUALIFICATION
EXHIBIT C FINANCIAL DOCUMENTATION
EXECUTIVE SUMMARY OF FINANCIALS
CERTIFICATION OF FINANCIAL STATEMENTS
BALANCE SHEET AND INCOME STATEMENT
PRO-FORMA FINANCIAL STATEMENTS
BANK LETTER OF DEPOSIT AND BANK STATEMENT
EXHIBIT D MANAGEMENT PROFILES
EXHIBIT E NETWORK ARCHITECTURE
EXHIBIT F ILLUSTRATIVE TARIFFS
EXHIBIT G STATEMENT OF COMPLIANCE WITH COMMISSION RULES
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ii EXHIBIT "A"
2 CERTIFICATE OF ORGANIZATION
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Secretary of State DOC KET NUMBER 110513800
CONTROL NUMBER 11025121 Corporations Division DATE INC/AUTH/PILED: 03/29/2011 315 West Tower JURISDICTION : GEORGIA
#2 Martin Luther King, Jr. Dr. PRINT DATE 05/13/2011
FORM NUMBER : 211 Atlanta, Georgia 30334-1530
365 WIRELESS, LLC
TONY D. CASH
1500 TROTTERS COVE
ATLANTA, GA. 30338
CERTIFICATE OF EXISTENCE
I, Brian P. Kemp, the Secretary of State of the State of Georgia, do
hereby certify under the seal of my office that
363 WIRELESS, LLC
A DOMESTIC LIMITED LIABILITY COMPANY
was formed in the jurisdiction stated above or was authorized to
transact business in Georgia on the above date. Said entity is in
compliance with the applicable filing and annual registration
provisions of Title 14 of the Official Code of Georgia Annotated
and has not filed articles of dissolution, certificate of
cancellation or any other similar document with the office of the
Secretary of State.
This certificate relates only to the legal existence of the above-
named entity as of the date issued. It does not certify whether
or not a notice of intent to dissolve, an application for
withdrawal, a statement of commencement of winding up or any other
similar document has been filed or is pending with the Secretary
of State.
This certificate is issued pursuant to Title 14 of the Official
Code of Georgia Annotated and is prima-facie evidence that said
entity is in existence or is authorized to transact business in
this state.
Brian P. Kemp
1Y Secretary of State
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Conirol No. 11025121
STATE OF GEORGIA -
Secretary of State
Corporations Division
315 West Tower
#2 Martin Luther King, Jr. Dr.
Atlanta, Georgia 30334-1530
CERTIFICATE
OF
ORGANIZATION
I, Brian P. Kemp, the Secretary of State and the Corporations Commissioner of the
State of Georgia, hereby certify under the seal of my office that
365 WIRELESS, LLC
a Domestic Limited Liability Company
has been duly organized under the laws of the State of Georgia on 03/29/2011 by the
filing of articles of organization in the Office of the Secretary of State and by the
paying of fees as provided by Title 14 of the Official Code of Georgia Annotated.
WiTNESS my hand and official seal in the City of Atlanta
and the State of Georgia on March 29, 2011
Brian P. Kemp
Secretary of State
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Control No: 11025121
Date Filed: 0312912011 0t39 AM
Brian P. Kemp
• Secretary of State
March 29, 2011
ARTICLES OF ORGANIZATION
FOR GEORGIA LIMITED LIABILITY COMPANY
The name of the Limited Liability Company Is:
365 Wireless, LLC I hereby certify that the
The principal mailing address of the Limited Liability Company Is: within instrument is a
1500 Trotters Cove true and correct copy Atlanta, GA 30338
The Registered Agent Is:
Tony D Cash
1500 Trotters Cove
Atlanta, GA 30338
County: Dekalb
The name and address of each organizer(s) are:
Tony 0 Cash
1500 Trotters Cove
Atlanta, GA 30338
The optional provisions are:
No optional provisions.
IN WITNESS WHEREOF, the undersigned has executed these Articles of Organization on the date set
forth below.
Signature(s): Date:
Attorney-in-Fact, Tony 0 Cash March 29, 2011
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1 EXHIBIT "B"
2 FOREIGN LIMITED LIABILITY COMPANY QUALIFICATION
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State. of .-Idaho
I the
CERTIFICATE OF AUTHORITY
365 WIRELESS, LLC
File Ntipnbr W 104744 kV
I BEN YSURS, Secr%tary of Slate of the Sttofldqho hereby certify that an
Application for Certificate of Authority duly executdd pursuqt to the provisions of the'
Idaho Uniform Limited LLabilityAct, has been received fri thi officnd is found to
conform to law.
ACCORDIN&V by virtue of the authority vested in me b' law, I issue this
Certificate bf Authonty to tranact business In this State and attach hereto a duplicate of
the application for such certificate. -
Dated: July 5, 2011
SECRETARY OF STATE
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By (
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EXHIBIT "C"
FINANCIAL DOCUMENTATION
EXECUTIVE SUMMARY OF FINANCIALS
CERTIFICATION OF FINANCIAL STATEMENTS
BALANCE SHEET AND INCOME STATEMENT
PRO-FORMA FINANCIAL STATEMENTS
BANK LETTER OF DEPOSIT
BANK STATEMENT
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1 EXECUTIVE SUMMARY OF FINANCIALS

2 365 Wireless, LLC was organized under the laws of the State of Georgia on March
3 29, 2011 and has been a business entity for one year. Consistent with Phase One of its business
4 plan, the Company began seeking certification as a provider of competitive local exchange
5 services in 2011 and is currently authorized to provide such services in the States of New York,
6 Florida, Texas, Washington, and Indiana. Now in Phase Two, 365 is provisioning the facilities
7 necessary to begin offering services to customers in those states and is also working
8 concomitantly to become certified throughout the United States. The operations proposed by the
9 Applicant are economically feasible and Applicant is financially qualified to provide the local
10 exchange and interexchange services requested in this Application
11

12 Applicant is adequately capitalized by a private investor to operate its business and I
13 meet all expense obligations through completion of Phase Two of its plan and is on target to
14 reach its breakeven point in 3Q2012 as expressed in the pro forma income statement which is
15 attached hereto. Applicant also has the resources to satisfy any deposits to other
16 telecommunications carriers that it may be required to provide.
17

18
In support of its Application, Applicant's financial statements for 2011 are provided as
19 Attachment "D" along with financial statements for 2012 (as of February 15, 2012). The
20 I financial statements represent the totality of Applicant's operations and are not based on a
21 specific geographic area. The attached Bank Letter of Deposit and Bank Statement (current at
22 the time of filing this Application) demonstrate that Applicant is adequately capitalized while the
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pro forma financial statements, heretofore mentioned, show that the Company will achieve its
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objective to become profitable later this year.
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CERTIFICATION OF FINANCIAL STATEMENTS
Clive Marsh, being duly sworn, deposes and says that he is the described Chief Financial Office
of 365 Wireless, LLC, and that for the reporting periods, stated in the attached financial reports
ending as of December 31, 2011; and February 15, 2012, all the therein described assets were th
absolute property of the reporting entity, free and clear of any liens or claims thereon, except as
herein stated, and that the statements together with related exhibits, schedules, notes and
explanations therein contained, annexed or referred to is a full and true statement of all of its
assets and liabilities and of its income and deductions therefrom, and the condition and affairs 0:
the reporting entity as of the reporting period, and have been complete cordance with
generally accepted accounting principles. .,
Officer
Clive Marsh
Printed Name
Date
STATE OF GEORGIA
COUNTY OF FULTON .
V I
Before me on this day personally appeared known to
me to be the person whose name is subscribed to the foregoing instrument and acknowledge to
me that he executed the same for the purposes and considçrn therein expresseL,
Given under my hand and seal of this offi of 147ci1 / , 2012.
My commission expires on:
(CT O1I?j 4 !a 41meow
:
;0= Notary Public bUBO •/(
b X t7
00(j N I
Printed Name
7///5
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Balance Sheet
365 Wireless, LLC
As of December 31st 2011
Current Assets
Cash in bank
Accounts receivable
Other current assets
Total current assets
Fixed Assets
Network equipment
Furniture & fixtures
Other fixed assets
(LESS accumulated depreciation on all fixed assets)
Total Fixed Assets (net of depreciation)
Other Assets
Deposits
Other
Total Other Assets
TOTAL Assets
Liabilities and Equity
Current Liabilities
Accounts payable
Interest payable
Taxes payable
Notes, short-term (due within 12 months)
Total Current Liabilities
Long-term Debt
Note payable to related party
Total Long-term Debt
Total Liabilities
Owners Equity
Invested capital
Retained earnings - beginning
Retained earnings - current
Total Owners' Equity
TOTAL Liabilities & Equity
December 31, 2011
$ 5,528
5,528
$ 255,650
8,966
(9,658) '
$ 254,958
85,000
569
$ 85,569
$ 346,055
$ 263,805
125
$ 263,930
$
$ 263,930
196,199
(114,074)
$ 82,125
$ 346,055
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Profit and Loss Statement
365 Wireless, LLC
For the year ended December 31, 2011
2011 YTD
Sates Revenue
Network services $ -
Other service revenue $ -
Total Sates Revenue $ -
Cost of Sates
Interconnection costs $ 5,602
Usage costs $ -
Total Cost of Sales 5,602
Gross profit $ (5,602)
Operating Expenses
Advertising and Marketing
Wages and salaries $ 68,533
State registration fees $ 5,695
Outside services $ 5,500
Supplies $ 205
Rent $ 7,565
Depreciation $ 9,658
Insurance $ 8,627
Other expense $ 2,688
Total OPEX $ 108,471
Net profit (loss) $ (114,0741
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Balance Sheet
365 Wireless, LLC
As of February 15th, 2012
Current Assets
Cash in bank
Accounts receivable
Other current assets
Total current assets
Fixed Assets
Network equipment
Furniture & fixtures
Other fixed assets
(LESS accumulated depreciation on all fixed assets)
Total Fixed Assets (net of depreciation)
Other Assets
Deposits
Other
Total Other Assets
TOTAL Assets
Liabilities and Equity
Current Liabilities
Accounts payable
Interest payable
Taxes payable
Notes, short-term (due within 12 months)
Total Current Liabilities
Lona-term Debt
Note payable to related party
Total Long-term Debt
Total Liabilities
Owners' Equity
Invested capital
Retained earnings - beginning
Retained earnings - current
Total Owners' Equity
TOTAL Liabilities & Equity
As of February 15th,
2012
$ 106,248
1,026
107,274
$ 255,650
8,966
(9,658) '
$ 254,958
85,000
569
$ 85,569
$ 447,801
$ 166,260
$ 166,260
0
$
$ 166,260
441,536
(114,074)
(45,921)
$ 281,541
$ 447,801
25
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Profit and Loss Statement
365 Wireless, LLC
2012 YTD
2012 YTD
Sales Revenue
Network services $ 2,153
Other service revenue $ -
Total Sales Revenue $ 2,153
Cost of Sales
Interconnection costs $ 24,698
Usage costs $ 1,432
Colocation expense $ i -
Total Cost of Sales $ 26,130
Gross profit $ (23,977)
Operating Expenses
Advertising and Marketing
Wages and salaries $ 15,205
State registration fees $ 105
Outside services $ 3,525
Supplies $ 52
Rent $ 1,698
Depreciation $ -
Insurance $ 1,258
Other expense $ 101
Total OPEX $ 21,944
Net profit (loss) $ (45,921)
26
Balance Sheet
365 Wireless, LLC
Proforma Balance Sheet
Current Assets
Cash in bank
Accounts receivable
Prepaid expenses
Other current assets
Total current assets
Fixed Assets
Network equipment
Furniture & fixtures
Other fixed assets
(LESS accumulated depreciation on all fixed assets)
Total Fixed Assets (net of depreciation)
Other Assets
Deposits
Other
Total Other Assets
TOTAL Assets
Usbilitles and Equity
Current Liabilities
Accounts payable
Interest payable
Taxes payable
Notes, short-term (due within 12 months)
Total Current Liabilities
Lono-tenn Debt
Note payable to related party
Total Long-term Debt
Total Liabilities
Owners Equity
Invested capital
Retained earnings - beginning
Retained earnings - current
Total Owners' Equity
TOTAL Liabilities & Equity
As of As of As of
1213112012 12/31/2013 12/31/2014
$ 456,985 $ 858,633 $ 1,569,852
365,987 701,548 1,211,659
2,692 16,985 25,691
15,698 30,584 32,504
841,362 1,607,750 2,839,706
$ 356,587 $ 705,897 $ 909,845
16,851 69,949 70,051
2,568 4,598 6,594
(141,152) (343407) (563092)
$ 234,854 $ 437,037 $ 433,398
85,500 125,000 125,000
569 5,005 83,125
$ 86,069 $ 130,005 $ 208,125
$ 1,162,285 $ 2,174,792 $ 3,481,229
$ 396,976 $
6,982
1,134
10.000
559,836 $
9,852
2,569
10,000
601,005
8,542
3,654
-
$ 415,092 $ 582,257 $ 613,201
150,000 60,000 -
$ 150,000 $ 60,000 $ -
565,092 $ 642,257 $ 613,201
$ 100,000 $
-
497,193
100,000 $
497,193
935,342
100,000
1,432,535
1.335,493
$ 597,193 $ 1,532,535 $ 2.868,028
$ 1,162,285 $ 2,174,792 $ 3,481,229
27
Profit and Loss Statement
365 Wireless,LLC
THREE YEAR PROFORMA INCOME STATEMENTS
rV
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Sales Revenue
Network services
Other service revenue
Total Sales Revenue
Cost of Sales
Interconnection costs
Bandwidth costs
Colocation costs
Switching costs
Usage costs
Total Cost of Sales
Gross profit
Operating Expenses
Advertising and Marketing
Wages and salaries
Outside services
Supplies
Rent
Postage
Telephone and Internet
Legal and professional
Consulting fees
Depreciation
Insurance
Other expense
Total Operating Expenses
Pre-tax Income
Tax allowance
Other income (expense)
Net income (loss)
$ 6,863,598
$ 4,389
$ 6,867,987
$ 656,369
$ 205,894
$ 25,367
$ 421,888
$ 3,968,567
$ 5,278,085
$ 1,589,902
$ 36,571
$ 259,986
$ 95,862
$ 12,698
$ 38,974
$ 2,674
$ 21,636
$ 50,587
$ 45,036
$ 141,152
$ 44,269
$ 9,693
$ 759.138
$ 830,764
$ (332,306)
$ (1,265)
$ 497,193
$ 9,685,451
$ 6,568
$ 9.692.019
$ 709,659
$ 365,985
$ 45,986
$ 605,784
$ 5,026,558
$ 6,753,972
$ 2,938,047
$ 56,815
$ 756,892
$ 75,001
$ 23,565
$ 38,974
$ 3,025
$ 29,632
$ 85,065
$ 50,020
$ 202,255
$ 57,899
$
$ 1,379,143
$ 1,558,904
$ (623,562)
$
$ 935,342
$ 11,596,674
$ 9,006
$ 11605,680
$ 874,526
$ 459,633
$ 11,245
$ 615,333
$ 5,966,663
$ 7,927,400
$ 3,678,280
$ 75,012
$ 805,556
$ 50,666
$ 54,874
$ 38,974
$ 5,989
$ 36,598
$ 50,058
$ 65,988
$ 209,685
$ 59,058
$
$ 1,452,458
$ 2,225,822
$ (890,329)
$
$ 1,335,493
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BANK LETTER OF DEPOSIT •2970 Peachtree Road NW
Suite 100
Atlanta, GA 30305
Phone [phone]
Fax [phone]
Yen Secctgs I, On Bv,inn,
April 18, 2012
Idaho Public Utilities Commission
472 W Washington
Boise, ID 83702
Dear Sir/Madam,
Please accept this letter as confirmation that as of today's date, 365 Wireless LLC has
on deposit with Georgia Commerce Bank a balance of $100,000.00 in account
#1018316.
Please feel free to contact the bank if you have any further questions.
Thank you,
Becky Berry (1
Banking Officer
Georgia Commerce Bank
2970 Peachtree Road, NW
Suite 100
Atlanta, GA 30305
29
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2.5
BANK STATEMENT
EORGI 3625 CUMBERLAND BOULEVARD
• ' BLOG.2 PAGE: 1 ATLANTA, 0A30339 ACCOUNT: 1018316 03/30/2012 678-631-1240 DOCUMENTS: 0
Vo r Steen f, Our 3unnn
000184
365 WIRELESS LLC
2970 PEACHTREE RD NW STE 300
ATLANTA GA 30305
BUCKHEAI) BRANCH
2970 PEACHTREE RD NW STE 100
ATLANTA GA 30305
Georgia Commerce Bank is now offering eStatesents. If you are interested
in receiving your Bank Statement electronically, please contact one of
our offices: 678-631-1240 Main Office, 678-631-3600 Marietta Branch or
404-240-5000 Buckhead Branch.
BUSINESS CHECKING ACCOUNT 1018316

LAST STATEMENT 02/29/12 100,000.00
MINIMUM BALANCE 100,000.00 CREDITS .00
AVG AVAILABLE BALANCE 100,000.00 DEBITS .00
AVERAGE BALANCE 100,000.00 THIS STATEMENT 03/30/12 100,000.00
- - - ITEMIZATION OF OVERDRAFT AND RETURNED ITEM FEES - - -

I TOTAL FOR I TOTAL *
* I THIS PERIOD I YEAR TO DATE * *-----------------------------------------------------------------*
* TOTAL OVERDRAFT FEES: I $.00 I $.00 *
*------------------------------------------------------------------*
* TOTAL RETURNED ITEM FEES: I $.00 I $.00 *
e pt
30
1
EXHIBIT "D"
2

3
MANAGEMENT PROFILES
4 Joseph White - Vice President of Operations
5 (>12 years telecommunications experience)
6
As VP of Operations, Mr. White is responsible for all network operations and
7
engineering projects at 365 Wireless, LLC. Mr. White has held a variety of senior engineering
8
9
roles throughout his career of more than twelve years, thus exposing him to all areas and levels
10 of an organization within the telecommunications industry. Mr. White's experience includes
11 expertise in Network Provisioning and Engineering of network Layer 1 and 2 NOC facilities for
12 VoIP Networks. Formerly, Mr. White was the Chief Technology Officer of global company
13 providing VoIP services.

14 At 365 Wireless, Mr. White oversees the deployment and management of the Company's
15 network and implements and monitors adherence to quality standards in order to meet our
16 customers' expectations. Mr. White is responsible for 365's Network Operations Center (NOC)
17 located in Atlanta, Georgia. Applicant's NOC is fully staffed with trained personnel who
18
diagnose problems and address them in an urgent manner. Applicant's NOC personnel are
19
responsible for monitoring the telecommunications network for alarms or certain conditions that
20
may require special attention to avoid customer-affecting impact on the network's performance.
21
22 The NOC is currently staffed with six highly-trained, full-time technical associates.

23 In addition to the technical expertise of its own employees, Applicant will rely upon the
24 telecommunications experience and resources of its underlying carriers. It has formed
25 I
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relationships with these carriers which allows for maximum use of their technical resources,
2 support systems and diagnostic capabilities.
3
4 Tony D. Cash - General Counsel for 365 Wireless, LLC
5 (>25 years telecommunications experience)

6
As General Counsel, Mr. Cash applies his significant experience in business/commercial
7
law, corporate law, and technology law to guide the company through the CLEC certification
8
process and to ensure the Company complies with all applicable regulations.
9
With more than 25 years experience in the telecommunications industry, Mr. Cash was
10
11 formerly Director of Business Development at BellSouth and he also held marketing leadership
12 roles at AT&T. In addition, he was co-founder and General Counsel for FeroNetworks, a
13 technology licensing company headquartered in Atlanta.

14
Mr. Cash holds a B.A. from Clemson University, an M.B.A. from Furman University,
15 and earned a J.D. from Georgia State University. Admitted to the Georgia and Federal Bars in
16 1989, Mr. Cash is a Member of the American Bar Association and the State Bar of Georgia and
17 is licensed to practice before all Georgia Courts and the Federal District Courts in the Northern
18 and Southern District of Georgia (Eleventh Circuit).
19
20
Clive N. Marsh - Chief Financial Officer
21
(>20 years telecommunications experience)
22

23
As CFO, Mr. Marsh is responsible for managing the financial risks of the corporation by
24 overseeing the internal financial reporting for the Company, conducting financial planning, and
25 I ensuring that adequate financial controls are in place. Mr. Marsh's external responsibilities
32
1
include the preparation of annual financial statements as well as overseeing the financial and
2 non-financial reporting to the various federal, state, and local regulatory authorities including
3 public service or utility commissions.
4
Mr. Marsh began his career at Price Waterhouse, LLP where he gained valuable
5 experience into .all facets of public and private financial reporting while ensuring his client's
6 adherence to FASB (Financial Accounting Standards Board) pronouncements as well as
7 compliance with GAAP (Generally Accepted Accounting Principles). Since that time, Mr.
8 Marsh has served in various senior financial management positions at both publicly traded and
9 privately held telecommunications entities.
10
As a CFO, Mr. Marsh has been involved directly in the successful negotiation and
11i
execution of several mergers and acquisitions in addition to both private and public placements
12
of securities in order to facilitate the growth and expanding capital needs of small, medium and
13
14 large businesses.
15 • Mr. Marsh attended Oglethorpe University in Atlanta, GA where he earned a BBA
16 degree with an emphasis in accounting theory and finance.
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EXHIBIT "E"
NETWORK ARCHITECTURE
34
EXHIBIT "F"
ILLUSTRATIVE TARIFFS
LOCAL EXCHANGE TARIFF
INTEREXCHANGE TARIFF / PRICE LIST
35

1 EXHIBIT

2 STATEMENT OF COMPLIANCE WITH COMMISSION RULES

3 I, Clive Marsh, Chief Financial Officer of 365 Wireless, LLC, a Georgia limited liability
4 company, the Applicant, state that I am aware of the Commission rules governing the provision
5 of basic local exchange and interexchange services by a CLEC in the State of Idaho, and further
6 that it is the intent of the Applicant and all of its employees, contractors and agents to comply
7 with all of the laws of the State of Idaho and the Rules and Orders of the Commission, including
8 any quality of service standards established by the Commission.
9

10 I further declare that I have the authority duly granted by Applicant to execute this
11 Statement of Intent.
12

13 Executed on the 'of , 2012, at Atlanta, Georgia.
14
15
16
'Cfve Marsh

17
Chief Financial Officer

18 365 Wireless, LLC
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Sworn to me, the undersigned
Notary Public on this
J' ~day of Apr,/
36
NOTARY PUBLIC
DI
\ JB0,/
•.:'c:p,: