20090604Application.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: lsteinar~telecomcounsei.com
June 3,2009
VI OVERNIGHT DELIVRY
Ms. Jean D. Jewell
Idaho Public Utilties Commssion
Seceta
472 West Washington Street
Boise, Idaho 83702
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Dear Ms. Jewell: ~) -= 0
Õ en... \D
Enclosed pleae fid for fiing an origial and three (3) copies of Ve10citfe Greatest
Phone Company Ever, Inco's Application for a Cerificate of Public Convenence and Necessity to
Provide Resold Local Exchange telecommuncations serces withn the State of Idaho. The
company has no local exchange customers at this tie in the State ofIdaho and ths is a new filing.
V GP-I- 0 9-6 (
;0mam
Re: Velocity The Greatest Phone Company Ever, Inc.
APPLICAN HAS ALSO ENCLOSED ONE (1) COPY OF FINANCIA
STATEMENTS IN A SEPARTE ENVLOPE MAD "CONFIENTIA AN
PROPRIETARY", AND RESPECTFULY REQUESTS CONFIDENTIA TREATMENT
OF THE ENCLOSED FINANCIA INORMTION. APPLICANT EXPECTS THAT
TIDS INFORMTION WIL 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 this letter to be date stamped and retued 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.
cc: Judi Reed
. Steinhar
ey for Ve10city The Greatest Phone Company Ever, Inc.
BEFORE THE IDAHO PUBLIC UTILITIES COMMISSION
IN THE MATTER OF THE
APPLICATION OF
Velocity The Greatest Phone
Company Ever, Inc.
for a Cerificate of Public
Convenence and Necessity to
Provide
Local Exchange Telecommuncations
Serces With the
State of Idaho
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RECEI
ZOO, JUH -4 PH I: 59
IDAHO PUBLIC
UTiLITIES COMMISSION
CASE NO.
Vb P :r --e: --0 (
APPLICATION AN REQUEST FOR AUTHORI
Application is hereby made to the Idaho Public Utilities Commssion for a Cerficate of Public
Convenence and Necessity authorizing Velocity The Greatest Phone Company Ever, Inc.,
("Applicant" or "Velocity) to provide local exchange telecommuncations serces pursuat to Idaho
Code Secons 61-526 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:
Velocity The Greatest Phone Company Ever, Inc.
7130 Spring Meadows West Drive
Holland, Ohio 43528
[phone]
i
The Applicant has no offce located in the State of Idaho. The Applicant intends to provide
resold local exchange serce throughout the serce areas of Qwest North, Qwest South and Verzon,
intially utilizing the facilities of the incumbent LECs.
2.) Applicant is incorporated in the State of Delaware and is in good standing under the laws of
that state. In addition, the Company is authorized to do business as a foreign Velocity in the State of
Idaho. Attched as Exhbit 1 to ths Application is a copy of the Company's Arcles of Incorporation.
A copy of Applicant's cerificate of authority to transact business in Idaho is attched hereto as
Exhbit 2.
3.) The name and business address of Applicant's registered agent for serce in Idaho are:
TCS Corporate Serces, Inc.
5527 Kendall Street
Boise, Idaho 83706
2
4.) The names and addresses of the ten common stockholders of Applicant Ownig the Greatest
Number of Shares of Common Stock and the Number of Such Shares Owned by Each are:
Name and
Address
Shares Owned Percentage of All
Shares Issued &
Outstanding
Percentage
of Voting
Control
The Kiley Famly LLC
Doug Tiffany
Kimberly Driscoll
David L. Har
George Newcomer
Mara Best
2,500,000
30,999
30,000
35,000
33,333
106,666
50%
6.5%
6.4%
7.4%
7.1%
22.6%
Address: All of the shareholders can be reached though the company at the address listed in 1.) above.
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5.) The names, addresses & ownership of Applicant's Offcers and Directors are:
Offcer
Gregory Kiley
Wiliam Werner
Title
President and Chief Executive Officer
Secretary
Directors
Gregory Kiley
Wiliam Werner
Edward J. Kiley, Jr.
Each can be reached at Applicant's priar place of business and telephone number as
follows:
Velocity The Greatest Phone Company Ever, Inc.
7130 Spring Meadows West Drive
Holland, Ohio 43528
[phone]
6.) The Name and Address of Any Corporation, Association, or Simlar Organzation Holding a
5% or Greater Ownership or Management Interest in Applicant are as follows:
See answer to 4. above.
7.) The names and addresses of Subsidiares Owned or Controlled by Applicant are as follows:
Not applicable.
8.) Applicant proposes to provide resold local exchange services, utilizing facilities provided by
existig LECs: Qwest North, Qwest South, and Verzon. Applicant has no curent plans to intal
facilities in Idaho. Applicant intends to provide all forms of intrastate local exchange and
interexchange telecommuncations servces including:
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1. Interexchange (switched and dedicated serces):
A. 1 + and 1 01XX outbound dialing;
B. 800/888 toll-free inbound dialing;
C. Callng cards;
D. Directory Assistace; and
E. Frame Relay and other data serices.
2. Local Exchange:
A. Local Exchange Servces for business and residence customer that wil enable
customers to originate and terate local calls in the local callng area served by other
LECs, including local dial tone and custom calling featues.
B. Switched local exchange serces such as flat-rated and measure-rated local serces;
vertical serces, Direct Inward and Outward Dialed tr, carer access, public and
semi-public coin telephone servces, and any other switched local serices that
curently exist or wil exist in the futue.
C. Non-switched local serces (e.g., private line) that curently exist or will exist in the
futue.
D. Centrex and/or Centrex-like serces that curently exist or wil exist in the futue.
E. Digita subscriber line, ISDN, and other high capacity line serces.
Applicant seeks authority to resell local exchange serces initially thoughout the State where
provided by incumbent LECs, however, Applicant does not intend to serice areas servced by any
LECs which are eligible for a small or rual carer exemption pursuant to Section 251 of the Federal
Telecm Act of 1996.
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Copies of Applicant's Profit & Loss Statements for the yeas ending Deceber 31, 2006,
December 31, 2007 and December 31, 2008 and Balance Sheets as of December 31, 2006, December
31,2007 and December 31,2008, Exhbit 3, are being filed in a separately sealed envelope marked
"Confidential and Proprietar.
10.) A copy of Applicant's ilustrative tarff is attched hereto as Exhbit 4. Applicant wil file its
proposed tarff establishing its proposed serces and charges upon completion of its resale agreeents
and upon receipt of cerification by the Commission.
11.) Questions concerg ths application and Applicant's tarff should be directed to Applicant's
representative:
Lance J .M. Steinar
Lance J.M. Steinar, PC
1720 Windward Concourse
Suite 115
Alpharetta, Georgia 30005
[phone] (Telephone)
[phone] (Facsimile)
lstein(itelecomcounsel.com (E-Mail)
Customer Complaints and Inquiries are to be addressed to:
ChipWemer
7130 Spring Meadows West Drive
Holland, Ohio 43528
[phone] (Customer Servce)
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12.) Applicat has not intiated resale negotiations.
13.) Applicant has reviewed the laws and regulations of ths Commssion governg local exchange
telecmmuncations serices in Idaho and wil provide serce in accordance with all laws, rules and
regulations to the extent they are not preepted by the Federal Act.
14.) Applicant wil not require advance payments or deposits, therefore, no escrow account is being
filed.
WHEREFORE, Velocity The Greatest Phone Company Ever, Inc., requests that the Idaho
Public Utilities Commission enter an order granting a Cerficate of Public Convenience and Necessity
authorizing Velocity The Greatest Phone Company Ever, Inc., to provide resold local exchange
telecommuncations serices puruat to Idaho Code Sections 61-526 through -528 and IDAPA
31.01.01.111.
è n.,A 0Respectfly submitt ths3 day of ~ 2009.
VELOCIT THE GREATEST PH
By:
Lan .M. Steinhart, Esq.
L ce J.M. Steinhar, P.C.
1720 Windward Concourse
Suite 115
Alpharetta, Georgia 30005
Telephone: [phone]
Facsimile: 770/232-9208
Email: lsteinhart~telecomcounsei.com
Attorney for
VELOCIT THE GREATEST PHONE
COMPAN EVER, INC.
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State of Ohio
County of Lucas
Gregory Kiley, being fist duly sworn, deposes and says that he is the President of Velocity The
Greatest Phone Company Ever, Inc., the Applicant in the proceeding 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 information or belief, and to those
matters he believes them to be tre.
Velocity The Greatest Phone Company Ever, Inc. has also reviewed all of the Commission Rules
and ag to comply with th. g
Gregory Kiley
Prsident
:i
Subscribed and sworn to before thi~ day of
Cl£//L~~Nõblic
ê)~,2008.
My Commission expirs:N. Sti;ven~ t~21;JtOmer
AUnmlJy-at-Law
Notalf Public, State oi Ohio
My Commission has no
Expiration Dati
leen 141.03 B.C.
1D CLEC App
EXHIBIT 1
EXHIBIT 2
EXHIBIT 3
EXHIBIT 4
LIST OF EXHIBITS
ARTICLES OF INCORPORATION
CERTIFICATE OF AUTORI TO TRANSACT BUSINESS
FINANCIA INORMTION
ILLUSTRA TWE TARF
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EXHIBIT 1 - ARTICLES OF INCORPORATION
9
Ðefaware PAGE 1
rr !First State
I, JEFFRY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF
DELAWAR, DO HEREBY CERTIFY THE ATTACHED AR TRUE AND CORRCT
COPIES OF ALL DOCUMNTS ON FILE OF "VELOCITY THE GRETEST PHONE
COMPAN EVER, INC." AS RECEIVED AND FILED IN THIS OFFICE.
THE FOLLOWING DOCUMNTS HAVE. BEEN CERTIFIED:
CERTIFICATE OF INCORPORATION, FILED THE TWNTY-FOURTH DAY OF
OCTOBER, A.D. 2005, AT 4 :32 0 'CLOCK P.M.
CERTIFICATE OF AMNDMENT, FILED THE TWNTY-NINTH DAY OF
NOVEMBER, A.D. 2006, AT 1:51 O'CLOCK P.M.
CERTIFICATE OF RENEWAL, FILED THE TWENTY-NINTH DAY OF MAY,
A.D. 2008, AT 12 O'CLOCK P.M.
AND I DO HEREBY FURTHER CERTIFY THAT THE AFORESAID
CERTIFICATES AR THE ONLY CERTIFICATES ON RECORD OF THE
AFORESAID CORPORATION, "VELOCITY THE GREATEST PHONE COMPANY
EVER, INC. ri.
090328391 DATE: 04-02-094052380 8100H
You may verify this certificate onlineat corp.delaware.govlauthver.shtml
10/24/2005 13: 24 FAX [phone] thedelawa rec om pany ~ 0021002
State o£ Deawar
Secrtay o£ StateDivision o£ Coz:rat:on
Deive 04:32 PM 10/24/2005FILD 04:32PM 10/24/2005SR 050867298 - 4052380 FILE
STATE OF DELAWARE
CERTIFICATE OF INCORPORATION OF
Velocity The Greatest Phone Company Ever, Inc.
A STOCK CORPORATION
FIRST: THE NAME OF THIS CORPORATION is: Velocrty The Greatest
Phone Company Ever, Inc.
SECOND: THE STREET ADDRESS IN DELAWARE OFTHE CORPORATION'S
REGISTERED OFFICE is: THE NAAMAN'S BUILDING SUITE 206, 3501
SILVERSIDE RD., WILMINGTON (NEW CASTLE COUNTY), DELAWARE 19810.
THE REGISTERED AGENT IN CHARGE THEREOF is THE DELAWARE
COMPANY, USA,
THIRD: THIS CORPORATION IS ORGANIZED FOR THE PURPOSE OF
TRANSACTING ANY AND ALL LAWFUL BUSINESS FOR WHICH A
CORPORATION MAY BE FORMED UNDER THE DELAWARE GENERAL
CORPORATION LAW.
FOURTH: THE TOTAL NUMBER OF SHARES OF SiOCK WHICH THE
CORPORATION is AUTHORIZED TO ISSUE is 1,500 SHARES OF COMMON
STOCK HAVING NO PAR VALUE.
FIFTH: THE NAME AND ADDRESS OF THE INCORPORATOR is: THE
DELAWARE COMPANY, USA., THE NAAMAN'S BUILDING SUITE 206, 3501
SILVERSIDE ROAD, WILMINGTON, DE 19810.
SIXTH: TO THE FULLEST EXTENT PERMinED BY LAW, NO DIRECTOR
OF THIS CORPORATION SHALL BE PERSONALLY UABLE TO THE
CORPORATION OR ITS STOCKHOLDERS FOR MONETARY DAMAGES FOR
BREACH OF FIDUCIARY DUTY OF SUCH DIRECTOR.
THE UNDERSIGNED INCORPORATOR EXECUTED THIS CERTIFICATE OF
INCORPORATION, ON October 24, 2005, AND HEREBY ACKNOWLEDGES
THAT THE FOREGOING CERTIFICATE is THE ACT AND DEED OF THE
UNDERSIGNED AND THAT THE FACTS CONTAINED HEREIN ARE TRUE.
INCORPORATOR:
THE DELAWARE COMPANY, USA,
N\:0
cKaige, Vice President
St.te o£ DellZ1Sectar o£ SttlteDivision o£ Cozprations
Deivere 01:51 PM 11/29/2006FID 01: 51 PM 11/29/2006SR 061088475 - 4052380 FILE STATE OF DELAWARE
CERTinCATE OF AMENDMENT
OF
CERTIFCATE OF INCORPORATION
VELOCTY TH GREATEST PHONE COMPANY EVER, INC.
The corption organiz and existing under and by virue of the General Corpraton
Law of the State of Delawar (the "Corporation"), does hereby certify:
1. That by a Joint Writtn Consent of the Sole Diretor and Sole Stockholder of the
Corption, resolutions were duly adopted declarng the advisabilty of and approvin an
amendment to the Certificate of Incorpration. The relution settg fort the prpose
amenent is as follows:
RELVED, tht the Cerficate of Incorpration of the Corpration be amended by chaing
the Aricle thereof numbered "FOURTH" so tht, as amende said Artcle shal be and rea as
follows:
FOTH: TH TOTAL NUBER OF SHAS OF STOCK WHICH THE
CORPORATION is AUTHORIED TO ISSUE is 5,000,000 SHAS OF COMMON
STOCK. $.001 PAR VALUE PER SHARE, OF WHCH 2,500,000 SHALL BE DESIGNATED
AS CLASS A COMMON STOCK, $.001 PAR VALUE PER SHA, AN 2,500,000 SHAL
BE DESIGNATED AS CLASS B COMMON STOCK, $.001 PAR VALUE PER SHA (THE
CLASS A COMMON STOCK AND CLASS B COMMON STOCK, COLLECTIELY, THE
'.COMMON STOCK"). THE RELATNE RlGHTS, PREFERECES AN LIMI A nONS OF
THE SHARES OF EACH CLASS OF COMMON STOCK ARE:
DMD. TH HOLDERS OF OUTSTANDING COMMON STOCK SHALL BE
ENED TO RECEIV A DMDEND WHN AND AS DECLARED BY TH BOARD OF
DIRECTORS OF THE CORPORATION. THE HOLDERS OF THE COMMON STOCK
SHAL PARTICIPATE EQUALLY PER SHARE IN ANY DIVIDEND DISTRBUTION
WIOUT DISTICTION BETWEEN THE CLASSES.
VOTIG. TI HOLDERS OF CLASS A COMMON STOCK SHALL HAVE THE RIGHT TO
ELECT TIE (3) DIRCTORS. THE HOLDERS OF CLASS B COMMON STOCK SHAL
HA VB TH RIGHT TO ELECT ONE 0) DIRECTOR. TH HOLDERS OF THE COMMON
STOCK SHALL P ARTICIPA TE EQUALLY PER SHA IN VOTIG QN ALL OTHR
CORPORATE MATTRS WITHOUT DISTICTION BETWEEN TH CLASSES.
LlOUIDATION. IN TH EVENT OF ANY LIQUIDATION, DISSOLUTION, OR WIING.
UP OF THE CORPORATION, THE HOLDERS OF TH COMMON STOCK SHAL
21997
PARTICIPATE EQUALLY PER SHAR IN ANY DISTRIBUTION TO STOCKHOLDERS
WIOUT DISTICTION BETWEN THE CLASSES.
TI PREVIOUSLY ISSUED AND OUTSTANDING 1,500 SHARES OF COMMON STOCK
HAVIG NO PAR VALUE SHALL, UPN THE FILING OF THIS CERTIICATE OF
AMDMENT BE CHAGED INTO 2,500,000 ISSUED AN OUTSTANDING SHAS
OF CLASS A COMMON STOCK, $.001 PAR VALUE PER SHAR.
2. That sad amendment was duly adopted in accordace with the provisions of
Section 242 of the Generl Corpration Law of the State of Delaware.
IN WITNESS WHEREOF, I have subscribed this certficate ths 29th day of Novembe,
2006.
lsi Edard J. Kiley Jr.
Edwa J. Kiley Jr., sole Stockholder
21997
State of DeawaSecta of StateDivision of Cozpration
Deivere 12:00 PM OS/29/2008FID 12: 00 PM OS/29/2008SR 080631603 - 4052380 FILE
STATE OF DELAWARE
CERTIFICATE FOR RENEWAL
AND REVIVAL OF CHARTER
The corporation organized under the laws of Delaware, the charer of which was voided
for non-payment of taxes, now desires to procure a restoration, renewa and revival of its
charer, and hereby certifies as follows:
1. The name of this corporation is VELOCITY THE GREATEST PHONE
COMPANY EVER, INC.
2. Its registered offce in the State of Delaware is located at i 0 8 WEST
13TH STREET (street), City of WILMINGTON
Zip Code 19801 County of NEW CATLE the name of
its registered agent is BUSINESS FILINGS INCORPORATED
3. The date of filing of the original Certificate ofIncorporation in Delaware
was 10/24/2005
4. The date when restoration, renewal, and revival of the charer of this
company is to commence is the 29TH day of FEBRUARY
same being prior to the date of the expiration of the charer. This renewa
and revival of the charer of this corpration is to be perpetual.
5. This corporation was duly organized and carried on the business authorized
by its charter until the 1ST day of MACH A.D. 2008
at which time its charer became inoperative and void for non-payment of
taes and this certificate for renewal and revival is fied by authority of the
duly elected directors of the corporation in accordance with the laws of the
State of Delaware.
IN TESTIMONY WHEREOF, and in compliance with the provisions of Section
312 of the General Corporation Law of the State of Delaware, as amended, providing for
the renewal, extension and restoration of charers the las and acting authorize offcerhereunto set hislher hand to ths certificate this 28TH day of
MAY A.D. 2008
By:)k0f
Nam: Gregory Kiley
Prnt or Type
Title: President
EXHIBIT 2 - CERTIFICATE OF AUTHORI TO TRASACT BUSINESS
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State of Idaho
I I
CERTIFICATE OF AUTHORITY
OF
VELOCITY THE GREATEST PHONE COMPANY EVER, INC.
File Number C 181025
I, BEN YSURSA, Secretary of State of the State of Idaho, hereby certify that an
Application for Certificate of Authority, duly executed pursuant to the provisions of the
Idaho Business Corporation Act, has been received in this office and is found to
conform to law.
ACCORDINGLY and by virtue of the authority vested in me by law, I issue this
Certificate of Authority to transact business in this State and attach hereto a duplicate of
the application for such certificate.
Dated: December 1, 2008
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SECRETARY OF StATE
By ,~¡i~(1~
EXHffIT 3 - FINANCIAL INORMTION
FILED AS CONFIDENTIA AND PROPRIETARY
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