20100224Application.pdf

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Lance J.M. Steinhart P.C.
Attorney At Law
1720 Windward Concourse
Suite 115
Alpharett Georgia 30005
Also Admitted in New York
and Marland
Telephone: [phone]
Facsimile: [phone]
Email: Isteinar(qtelecomcounse1.com
Febru 23, 2010
VI OVERNIGHT DELIVRY
Ms. Jean D. Jewell
Idaho Public Utilities Commission
Secreta
472 West Washington Street
Boise, Idaho 83702
T~t: ~-IO.-O(
~-c:-ngNs:
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Re: TRICH MATING, INC.
r:Ñc.
Dear Ms. Jewell:
Enclosed please fid for filing an unbound, unstapled and duplexed original and three (3)
stapled and duplexed copies of TRICH MATING, INCo's Application for a Cerificate of
Public Convenience and Necessity to Provide Resold and Facilities-BasedE Local Exchange
telecommunications serces within the State of Idaho. The company has no local exchange
customers at this time in the State ofIdaho and this is a new filing.
APPLICANT HAS ALSO ENCLOSED ONE (1) COPY ON YELLOW PAPER OFFINANCIA STATEMENTS IN A SEPARTE ENVLOPE MAD
"CONFIDENTIA AN PROPRIETARY", AN RESPECTFULY REQUESTS
CONFIDENTIA TREATMENT OF THE ENCLOSED FIANCIA INFORMTION.
APPLICANT EXPECTS THAT THIS INFORMTION WILL BE RESTRICTED TO
COUNSEL, AGENTS AN EMPLOYEES WHO AR SPECIFICALLY ASSIGNED TO
THIS APPLICATION BY THE COMMISSION.
I have also enclosed an extra copy of ths letter to be date staped and returned to me in the
enclosed, self addressed, postage prepaid envelope. If you have any questions or if I may provide
you with additional information, please do not hesitate to contact me.
Respectfully submitted,
L .. Steinar
Attorney for TRICH MATING, INC.
cc: James Dupont
BEFORE THE IDAHO PUBLIC UTILITIES COMMISSION
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Application is hereby made to the Idaho Public Utilities Commission for a Certifi~e::of~blicr¡:;::; N
Convenence and Necessity authorizing TRICH MATING, INC., ("Applicant" ~'''Trih'')o N
to provide local exchange telecmmuncations serces puruant to Idaho Code SectÌôns 61-526
IN THE MATTER OF THE
APPLICATION OF
TRICH MATING, INC.
for a Certcate of Public
Convenience and Necessity to
Provide
Local Exchange Telecommunications
Servces With the
State of Idaho
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CASE NO.IA.1: - ( - 10.- of
APPLICATION AN REQUEST FOR AUTHORITY
though -528 and IDAPA 31.01.01.111 (Rules 111 & 112) as clarfied by Procedural Order No. 26665
in Case No. GNR-T-96-4. The following general information and exhbits are fushed in support
thereof:
1.) Applicant's legal name, address of its pricipal offces and telephone number are:
TRICH MATING, INC.
508 Spencer Street
Rayvile, Louisiana 71269
[phone]
i
The Applicat has no offce located in the State of Idao. The Applicat intends to provide
resold and facilities-based local exchange servce utilizing unbundled network elements, or the
equivalent thereof. Such services wil be provided by utilizing the facilities incumbent local
exchange carers ("LECs").
2.) Applicant is incorporated in the State of Louisiana and is in good stading under the laws of
that state. In addition, the Company is authoried to do business as a foreign corporation in the State
of Idaho. Attached as Exhbit 1 to ths Application is a copy of the Company's Aricles of
Incorporation.A copy of Applicat's certficate of authority to transact business in Idaho is
attched hereto as Exhbit 2.
3.) The name and business address of Applicat's registered agent for serce in Idao are:
Incorp Serces Inc.
921 S. Orchard Street, Suite G
Boise, ID 83705
4.) The names and addresses of the ten common stockholder of Applicat Owg the Greatest
Number of Shares of Common Stock and the Number of Such Shares Owned by Each are:
Name and
Address
Shares Owed Percentage of All
Shares Issued &
Outstading
Percentage
of Votig
Control
Triarch Acquisition Group, LLC 100%100%
Address: All of the shareholder can be reached though the company at the address listed in 1.) above.
2
5.) The names, addresses and ownership of Applicant's Offcers and Directors are:
Offcer:
James Dupont
Thomas E. Biddix
Chrstine Sutch
President
CEO
Secretar
Directors:
Thomas E. Biddix
Each can be reached at Applicat's priar place of business and telephone number as
follows:
TRICH MATING, INC.
508 Spencer Street
Rayvlle, Louisiana 71269
[phone]
6.) The Name and Address of Any Corporation, Association, or Simlar Organzation Holding a
5% or Greater Ownerhip or Management Interest in Applicant are as follows:
See anwer to 4. above.
7.) The names and addresses of Subsidiares Owned or Controlled by Applicant are as follows:
Not applicable.
3
8.) Applicant intially proposes to provide resld loca exchange serces and to purchase
unbundled network elements provided by existing LECs: Qwest Nort Qwest South, and Verzon.
Applicant has no curent plans to instal facilities in Idao but may do so in the futue, however, the
natue and extent of the facilities to be utilized ha yet to be determed. Applicant requests authority
to provide all form of intrastate local exchange and interexchange telecommuncations servces
including:
1. Interexchange (switched and dedicated servces):
A. 1 + and 10 1XX outbound dialing;
B. 800/888 toll-free inbound dialing;
C. Prepaid and Postpaid calling cards;
D. Directory Assistance; and
E. Frame Relay and other data servces.
2. Local Exchange:
A. Local Exchange Serces that wil enable customers to origiate and ternate local
calls in. the local callng area sered by other LECs, including local dial tone and
custom calling featues.
B. Switched local exchange serces such as flat-rated and measure-rated local servces;
vertical serces, Direct Inward and Outward Dialed trs, caer access, public and
sem-public coin telephone servce, and any other switched local serces that
curently exist or will exist in the futue.
C. Non-switched local serces (e.g., private line) that curently exist or wil exist in the
futue.
D. Centrex and/or Centrex-like servces that curently exist or wil exist in the futue.
E. Digital subscriber line, ISDN, and other high capacity line services.
Applicant seeks authority to resell and provide facilities-based interexchange and local
exchange serces intially thoughout the State where provided by incumbent LECs, however,
Applicant does not intend to service areas servce by any LECs which are eligible for a small or rual
4
carer exemption puruant to Section 251 of the Federal Telecom Act of 1996.
Applicant has no curent plans to instal facilities in Idaho. If Triarch intalls facilities in
Idaho, it would probably use the followig or a simlar confguration of equipment: Applicant wil
provide voice and high speed data services though a combination of the latest technology switching
and transport. Media. The switching system wil consist of a central processing and control
complex capable of interconnection as a peer to the incumbent as well as competitive local
exchange companes. The hub portion of the switch wil interconnect with the public switched
network on Signaling System 7 ("SS7") or Featue Group D ("FGD") facilities. The system's
remote module capability wil allow properies to be served in a maner that provides the exchange
of appropriate signaling, control and calling/caller information to the network in accordance with
network standards and specifications. Additionally, these services wil be delivered over a
combination of delivery mechanisms though incumbent local carers' unbundled loop network,
both copper and fiber and transport networks, as well as via Applicant constrcted facilities.
Applicant intends to provide servce upon ceification and fialization of interconnection agreements
with the LECs.
Copies of Applicant's Balance Sheet and Profit & Loss Statement as of December 31, 2009,
Exhbit 3, are being filed ina separately sealed envelope marked "Confidential and Proprietar.
10.) A map showing where Applicant is proposing to provide servce is attached hereto as Exhbit
4.
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11.) A copy of Applicat's ilustrative taff is atthed hereto as Exhbit 5. Applicant will file its
proposed taff estalishig its proposed serce and chages upon completion of interconnection and
upon receipt of cefication by the Commssion.
12.) Questions concerng ths application and Applicant's taff should be directed to Applicat's
representative:
Lace J.M. Steiar
Lace J.M. Steinar P.c.
1720 Windward Concourse
Suite 115
Alpharetta, Georgia 30005
[phone] (Telephone)
[phone] (Facsimle)
Isteinar(ßtelecomcoune1.com (Email)
Customer Complaints and Inquires are to be addressed to:
James Dupont
508 Spence Street
Rayvlle, Louisiana 71269
[phone] (Cutomer Servce)
6
13.) Applicant has not intiated interconnection or resale negotiations.
14.) Applicant has reviewed the laws and regulations of ths Commssion goverg local exchange
telecommuncations services in Idaho and will provide serce in accordance with all laws, rues and
regulations to the extent they are not preempted by the Federal Act.
15.) Applicant wil not require advance payments or deposits; therefore, no escrow account is being
filed.
WHEREFORE, TRICH MATING, INC., requests that the Idaho Public Utilities
Commission enter an order grantig a Cerificate of Public Convenience and Necessity authorizing
TRICH MATING, INC., to provide resold and facilities-basedE local exchange
telecommuncations serces pursuant to Idaho Code Sections 61-526 though -528 and IDAPA
31.01.01.111.
tJrdRespectfully submitted thisL ~day of WLlfirg 2010.
TRICH ING
By:
.M. Steinar
ance J.M. Steinhar, P.C.
1720 Windward Concourse
Suite 115
Alpharetta, Georgia 30005
Telephone: [phone]
Facsimile: 770/232-9208
Email: Isteinhart(qtelecomcounse1.com
Attorney for
TRICH MATING, INC.
7
13.) Applicant has not initiated interconnection or resale negotiations.
14.) Applicant has reviewed the laws and regulations of ths Commssion goverg loca exchange
telecommuncations servces in Idao and wil provide serce in accrdance with all laws, rules and
regulations to the extent they are not preempted by the Federal Act.
15.) Applicant will not requie advance payments or deposits; therefore, no escrow account is being
filed.
WHEREFORE, TRCH MATING, INC., requests that the Idaho Public Utilities
Commssion enter an order granting a Certficate of Public Convenience and Necessity authorizing
TRICH MATING, INC., to provide resold and facilities-basedE local exchange
telecommuncations servces pursuant to Idaho Code Sections 61-526 though -528 and IDAPA
31.01.01.111.
íJrdRespectfully submitted thsL-=day of
By:
C.
.M. Steinar/. ance J.M. Steinhar, P.C.
1720 Windward Concourse
Suite 115
Alpharetta, Georgia 30005
Telephone: [phone]
Facsimile: 770/232-9208
Email: Isteinhar(qtelecomcounse1.com
Attorney for
TRICH MATING, INC.
7
EXHIBIT 1
EXHIBIT 2
EXHIBIT 3
EXHIBIT 4
EXHIBIT 5
LIST OF EXHIBITS
ARTICLES OF INCORPORATION
CERTIFICATE OF AUTHORI TO TRASACT BUSINSS
FINANCIA INORMTION
SERVICE ARA MA
ILLUSTRTIV TARF
8
EXHIBIT 1 - ARTICLES OF INCORPORATION
9
the attched document(s) of
TRIARCH MARKETING, INC.
are true and corrt and are fied in the Louisiana Secretary of stte's Ofce.
ORIGF 8/15/2001 ï page(s)
In testimony wheref, 1 have hereunto set my
hand and caused the Seal of my Ofce to be
affxed at the City of Baton Rouge on.
January 5. 2010
OJ~/Yeciø oil-Plae
AG35128914D
Certificate 10: 10034121#1N71
To validate this certifcate, visit the foiiowing
web site, go to commercial Division.
Certcat Validation. then follow the
instructs display.
ww.sos.louisiana.gov
Page 1 of 1 on 115120109:01:56 AM
ARTICLES OF INCORPORATION
OF
TRtARCH MARKEING, INC.
STATE OF LOUISIANA
PARSH OF RICHLAD
BE IT KNOWN AND REMEMBERED that on this ß~ da of August, 2001,
before me. the undersigned Notary Public, duly qualif, and in the presence of
the
undersigned competent witnesses, personally came and appeard
the person whos
name is hereunto subscribed, toe, wel known, who declard unto me. Notary. that
availng himself ofthe laws ofthis State, and particularlY, Title 12, Chapter 1, of
the
Louisiana Revised statues of 1950, and all other laws amendatory thereof and
supplemental thereto, he does covenant and agrees to form a corporan for the
purposes and object and under the stpulations hereinafer set forth, to-wit:
ARTICLE I.
The name and stle of this corporation shall be TRtARCH MARKETING. INC.
ARTICLE II.
OBJECTS AND PURPOSES
The objects and purpses for which this corporation is organixed Is to engage
in any lawful activity.
ARTICLE Il.
DURATION
Its duration is perptual, unless sooner dissolved.
ARTICLE IV.
POWERS
The corporation shan h;,e power and authoñty to exercise all legal powers
granted corporation under the law.
ARTICLEV.
REGISTERED OFFICE AND AGENlS
The registered offce of this cotporalon shall be located at 802 Julia Stret.
Post Offce Drawer 149, Rayvile, Richland Parish, Louisiana 71269.
-1-
ARTICLE VI.
AUTORI SHRES
This corporation has autority to Issue an aggreate of 1,000 share of
common stck haing no par value. By proper predings, the st may be
increased or decrease. The holders of th comon stck shall hae the full
powers of management and control of sai coon, except those specifcally
delegated by these artcles or the by-law of the ofcers and Board of Directrs
The common stok of this corporatin shall be payable in cash, propert, or
in seces actually redered and peñórmed. If any stck of this corporation Is
exchanged, either in whole or in par for proper or for serces performed, the
Board of Dirers shall be reolutin within sixt (60) days hereof, approve theref
by fixing the value of the propert to be reived or the servces rendere Failure
of the Board to act upo fixing value of the propert reived or servce redered
within the six days shall const an Implied acceptance of the vaiues.
ARTICLE VII.
DIRECTORS
All of the corprate powers of this corportion shall be vested in and
exercised by a Board of Directors, composed of one stokholder, who shall own, in
his lights, duling terms of offce, at le one fully paid share of common stock.
Should the corporaon later authori any furtr sales of stock, any new
stockholders shal be appointed to the Board of Directors.
ARTICLE VII.
OFFICERS
The offcers of this corporaon shall consist of a prsident, secretary, and a
treasurer: the first offcers holding the ofce shown below before their names, shall
serve as such untl their succssrs ar duly elecd and quaif In the manner
hereinafter prscrd:
PRESIDENT:
SECREARYITREASURER
JAMES DUPONT
MYRT T. HALES, JR.
.2.
ARCLE iX.
SHAREHOLDERS MEETNG
An annual meeting of the stockholders, for the purpses of elecing directors
, and for all other legal purposes of whk:h a stockholder's meeting can be held, In
accordance with by-laws, and at that time, the comon stokholders shall elect
directors by ballot, in person or wrin proxy, sad stockholders being enb11ed to
one vote for each share of stock standing In his name on the boks of the
corporation thirt (30) days prior to the holding of the elecon, and it shall require
only a majorty present. or reprented to elec. A majorit of all outtanding
common stock must be represented for quorum.
ARTCLE X.
BOARD OF DIRECTORS
The Board of Directors shall elect for their own offcers, and shal have the
ñght to full any vacancies caused by death or resignation in the Board, and the new
directors so appointed shall hold offce until the followng reular election, or until
a successor is duly elected and quallfed. Failure to hold the elections herein
provided for, shall not work a foreiture of this charr, but In all instances the
present incumbents shall hold offce until their successors are duly elec and
qualified. The Board of Directors shall have authority to make by-laws to fix their
qualifications, terms of offce, and compensaton, ali subject to the power of
stockholdrs to change or repeal such by-law.
ARTICLE XI.
BOARD OF DIRECTORS MEETING
The Board of Directors shall hold the regular meetings at such time and
places as shall be fixed by the by..aw of this corporation, for the President shall
have the power to call speial meetings at such times as he may dee advisable,
and he shall be required to call special meetings at the request of a member of the
Board of Directors. Three (3) day written notice of special meetings shall be given
to the director, unless a writen wavier of such notice Is signed by all. of the
directors, appearace at the meeting Is considered as a waIver. The first Board of
.3-
Directors may draft suitble By-laws fOr the government of the corpration, which
By-laws may be altered, amended or changed as the exigencies of the cote
afairs may require, by unanimous vot of th Board of Direors. All oftha dirers
must be preent to consti a quonm.
ARTCLE XII.
CHARR AMENDMENT. ETC.
This Charter may be amended. modifid oraired, th capil st increased
or decreased, or the corpraon may be dissolved with unanimous vote of the
outstanding common stock represented at any meeting of the stockholders of this
corporation, held for such purpoes. aftr prior notice in wriing to each stkholder.
mailed to him at his last knn pot ofce addres. at least thirt (30) days prior to
such meeting. If all stocolders ar pr at the meetng such notie may be
waived in wrting.
ARTICLE XI".
DISSOLUTION
At the expiration of this Chartr, or the earlier dissolution of this corporaon
for any cause, it afairs shall be liquidte by one or more liquidatrs to be electd
by the common stockholders, all of whom shall own stk in this corpraion. and
said liquidators are hereby vested wit full power and autori to liquidate the
afairs of said corporation. The Ilquidatlon shall be effted in the manner provided
bylaw.
ARICLE XIV.
INCREASE OF CAPITAL
The stockholders shall have preemptive rights. Ifthe stok is increased, an
offr of the increased stock shall be made by registere mall frm the secretary to
each stockholder, givng him thirt (30) days frm notification withfn which to
exercise his preemptive rights to the increase In stck. If one stokholder should
fail to exercise hIs preemptve rights withIn th thirt (30) days. the other
stockholders shall be gIven a right to purchase the stock before the corporation an
offer the stock to third persons.
-4
ARTICLE XV.
TRNSFER AND ENCUMBRANCE OF STOCK
The stock of this corpration may be trnsferred, or encumbered, but such
trnsferor encumbrance mabe limited and restcted as provided for
in the By-laws
or by separate shareholder agreeents, .coples of which are available at the
corporate ofce.
ARTICLE XVI.
No director or offcer shall be personally liable to the corporation or
shareholders for monetary damages for a breach of fiduciary duty as a direor or
offcer, or for any negligence in connection with the dutes of director or ofer, nor
for any negligence or liabilit of the corporation.
ARTICLE XVII.
INCORPORATOR
The incorporator is the following:
Myrt T. Hales, Jr.
802 Julia Street
Post Ofce Drawer 149
Rayvlle, LA 71269
THUS DONE AND SIGNED, at Rayvile, RIhland Parsh, Louisiana, on the day,
month and year first hereinafr written, in the presence of the subscribing,
competent wItnesses, who hereunto sign theIr names, together with me, Notary,
after due reading of the whole on this the ß. ~ of August. 2001.
~M K-eb~_.
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-5-
INITIAL REPORT
OF
TRRCH MAKETING, INC.
STATE OF LOUISIAA
PARISH OF RICHLAD
In accordance with the provons of loisiaa Revid Sttute s of 1950, Title
12, Sectin 101, TRRCH MARKEING, INC.. a copotion organizd under the laws
of this State maes its inial report as requir by Secon 101 of the Business
corpratIon Law:
1. The locations and post offce address of the cooration's registere
offce Is 802 Julia Stret, Post Ofce Drawer 149, Rayville, Louisiana
71269.
2. The full name and pot ofce addrss of its registered agent Is Myrt T.
Hales, Jr., 802 Julia Street, Post Ofçe Draer 149, Rayvile, Louisiana
71269.
3. The name and address of the first directors ar:
Myrt T. Hales, Jr.
802 Julia Stret
Post Offce Drawer 149
Rayville, LA 71269
James Dupont
109 Gladney Loop Road
Rayvile, LA 71269
4. The names and addres of the first offcers are:
James Dupont
109 Gladney Loop Road
Rayvile, LA 71269
Myr T. Hales, Jr:
802 Julia Stet
Post Offce Drawer 149
Rayvile, LA 71269
lNWlTNESSESWHEREOF, the undersigned Incorporatorl/direcrofTRIARCH
MARKETING, INC. has executtd this report at Raile, Louisiana, on this the -J ")
day of August, 2001.
President
SecrtalTreasurer
08/15/2861 83:33 726&773 HALES LA OFICES PAG 1l2/52
AFFIDAVIT OF ACCEPTANCE OF APPOINTMENT
BY DESIGNATED REGISTERED AGENT
ACT 769 OF 1987
TO: The Slate Corporation Departent
State of LouIsiana
ST ATE OF LOUISIANA
PARISH/COUNTY OF RiCHLAND
-'tfi
On this ~ day of August, 2001, before me, a Notary Public In an for the
State and Parish/County aforesaid, personally came and appeared:
MYRT T. HALES, JR.
who is to me known to be the person, and who. being duly sworn, acknowl dged to
me that he does hereby accept appoIntment as the Registered Agent of T lARCH
MARKETING, INC., which is a Corporation authorl:ied to trnsact busine in the
State of louisiana pursuant to the provisions of Title 12, Chapter 1, 2, and
-~~.tl
.. .. 1-11~.. thl.~daofAu.ust2..'.
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AUG-15-2Ø1 15:37 72773 98"P.Ø2
EXHIT 2 - CERTIFICATE OF AUTORI TO TRASACT BUSINSS
10
. ,
State of Idaho
I I
CERTIFICATE OF AUTHORITY
OF
TRIARCH MARKETING, INC.
File Number C 185787
I, BEN YSURSA, Secretary of State of the State of Idaho, hereby certify that an
Application for Certificate of Authonty, 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 áttach hereto a duplicate of
the application for such certificate.
Dated: January 13, 2010
~~
SECRETARY OF STATE
By ,-~J ~v-
EXHffIT 3 - FINANCIA INORMTION
FILED AS CONFIENTIA AN PROPRITARY
11
EXHIBIT 4 - SERVICE ARA MA
LEGEND
.~~~~
~ lJ S; 'i\ì~ $ti..~A1
~ IJ s: \'k$ !mitn S~ At
12
EXHIBIT 5 - ILLUSTRTIV TARF
13
State of Louisian
County of Rich1and Parsh
James Dupont, beig fit duly sworn, depses and says tht he is the President of TRCH
MATIG, INC., the Applicant in the proceeg entitled above, tht he has read the foregoing
application and knows the contents thereof and; that the same are tre of his knowledge, except as
to mater which are therein stated on inormtion or belief, and to those matt he believes them to
be tre.
TRCH MATIG, INC. ha also revewed all of the Commsion Rules and agrees to
comply wi them ~ ~. ~
J Dupont
President
sf -,~ Subsbe and swor to be tb.ai day oi:MWU~'ft k, ~Nota Public
My Commssion expires: 'I' t e-li'm tV
,2010.
PAULA K. c~,=.
NOTARY PUBLIC ;\10
STATE OF LOUISìM ·
P/\F?!SH OF R.!c.PLf\~'-:¡~'
ID CLEC App
State of Louisiana
County of Rich1and Parsh
James Dupont, being first du1y sworn, depses and says that he is the President of TRICH
MATIG, INC., the Applicant in the proceedig entitled above, that he has read the foregoing
application and knows the contents thereof and; that the same are tre of his knowledge, except as
to matters which are therein stated on inormtion or belief, and to those matters he believes them to
be true.
TRIARCH MATING, INC. has also reviewed al of the Commsion Rules and agrees tocoly mfuan. £1 · Ær: t:~
J Dupont
President
, ro --
~ SUbSCrib.ed and sworn to before tJ day oi:tlU1~'mul k, ~
Nota Public
My Commssion expires: I l f'e"¡m'E
, 2010.
p,/\UU, iC ..~
NOTARY PUBLIC
STf\TE OF LOU¡Si,\"
8l\l:;'.lSH cr- ~.~c.:,_.'
ID CLEC App