20060321Application.pdf

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210 N, Park Ave,
Winter Park, FL
32789
O, Drawer 200
Winter Park, FL
32790-0200
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Ms. Jean Jewell, Secretary
Idaho Public Utilities Commission
472 West Washington State House
Boise, ID 83720-0074
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Re:YMax Communications Corp. Application to Provide Facilities-Based Local
Exchange and Resale Interexchange Service
Dear Ms. Jewell:
Enclosed for filing please find one original and three (3) copies of the Application of YMax
Communications Corp. to provide facilities-based local exchange and resale interexchange
service within the state of Idaho.
Tel: [phone]
Fax: [phone] Any questions you may have regarding this filing may be directed to my attention at (407) 740-
t m i ~ t m i n c, com 3031 or via e-mail at sthomas~tminc.com.
Please acknowledge receipt of this filing by returning one copy of this transmittal letter date
stamped in the self addressed stamped envelope enclosed for that purpose. Thank you for your
assistance.
sic-
Sharon Thomas
Consultant to YMax Communications Corp.
Enclosure
cc:
File:
TMS:
P. Russo - YMax
YMax - Idaho Local
IDL0600
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BEFORE THE IDAHO PUBLIC UTILITIES COMMISSION. . C; 1
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Application of
YMax Communications Corp.
Provide Facilities-Based Local Exchange
and Resale Interexchange Telecommunications
Service Throughout Idaho
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Case No. Y'MX'--d(;~3l eLi i i::):)i Ji;
APPLICATION FOR CERTIFICATE OF PUBLIC
CONVENIENCE AND NECESSITY TO PROVIDE
FACILITIES-BASED LOCAL AND RESALE INTEREXCHANGE
TELECO~CA TIONS SERVICES
Pursuant to Title 62 ofthe Idaho Code and IDAP A 31.01.111, YMax Communications Corp. ("YMax
or "Company ) respectfully requests that the Idaho Public Utilities Commission ("Commission ) grant the
Company a Certificate of Public Convenience and Necessity to provide local exchange and interexchange
telecommunications services within the State ofIdaho.
In support of its Application, YMax submits the following:
Introduction
YMax is requesting authority to provide basic resold and facilities-based local exchange services and
resold interexchange service to both residence and business customers throughout Idaho in all
exchanges not exempt from competition. YMax will provide services by combining unbundled
network elements and reselling services obtained from incumbent local exchange carriers located in
the State pursuant to interconnection agreement(s). YMax may also acquire services and facilities from
other carriers operating in the State and may eventually install its own switching facilities to provide
services within the state. Company is requesting statewide authority. Should its Application be
granted, YMax plans to commence offering service immediately upon the establishment of the
appropriate and necessary arrangements with the incumbent LECs.
Idaho Local Application of
YMax Communications Corp.
Page I
ll.Description of the Applicant
(a)
(b)
YMax Communications Corp. is incorporated in the State of Delaware. The main address of
the corporation is:
YMax Communications Corp.
223 Sunset Avenue, Suite 223
Palm Beach, Florida 33480
Telephone: [phone]Facsimile: [phone]
All correspondence, notices, inquiries and other communications regarding this Application
should be addressed to:
Sharon Thomas
Consultant to YMax Communications Corp.
Technologies Management, Inc.
O. Box 200
Winter Park, Florida 32789
Telephone: [phone]Facsimile: [phone]
Email: sthomas~tminc.com
(c)The Applicant is a Delaware corporation, authorized by the Idaho Secretary of State to
transact business within the State of Idaho.
(d)The Company s Registered Agent in Idaho is:
CT Corporation System
300 N. 6th Street
2nd Floor
Boise, ID 83702
(e)Officers and Directors
Officers and Directors ofYMax Communications Corp. are provided as Exhibit C.
(f)Stockholders
Stockholders holding a 5% or greater interest in the Company are provided as Exhibit D.
(g)
YMax is a start-up company, and, as such, has not yet initiated operations in any state. The
Company has received authority to provide intrastate facilities-based and resold local
exchange services and interexchange services in Florida, Iowa, Maryland (local only),
Pennsylvania, New York, Montana, Texas and Wisconsin and has applications pending in
Delaware, New Jersey, Illinois, California (local only), Arizona, Virginia, Ohio, Colorado
Massachusetts, Washington, North Carolina, Tennessee, Kentucky and Rhode Island.
Idaho Local Application of
YMax Communications Corp.
Page 2
ill.Exhibits
In support of this Application, the following exhibits are attached hereto:
Exhibit A -
Exhibit B -
Exhibit C -
Exhibit D -
Exhibit E -
Exhibit F -
Exhibit G -
Exhibit H -
IV.
Certificate of Incorporation;
Certificate of Authority to Transact Business in the State ofIdaho;
Officers and Directors
Stockholders
Financial Statements
Profiles of Senior Management Key Personnel
Proposed service area map (Rule 112(c))
Illustrative Local Exchange Tariff
Financial, Technical and Managerial Qualifications
YMax possesses the managerial, technical and financial ability to provide local telecommunications
service in the state ofIdaho. YMax has the financial resources to enable the Company to successfully
provide local and interexchange telecommunications service in the State ofIdaho and the management
team in place to manage this operations.
IV.A. Financial Qualifications
YMax is financially and otherwise capable and qualified to offer and maintain all of its tariffed
services in its territories.
YMax Communications Corp. is a start-up company that has not yet initiated operations in any
state. The Applicant will rely on the financial resources of Dr. Daniel Borislow for financial
support during its start-up stage of operation to provide the services covered by this application.
Dr. Borislow owns 100% of the stock ofYMax Corporation, YMax s parent company. YMax
Corporation is the sole owner ofYMax Communications Corp. The balance sheet ofYMax
Corporation as of May 2005 is attached as Exhibit E, along with an affidavit that verifies the
commitment ofYMax Corporation to provide financial resources sufficient to fund YMax
operations in Idaho.
Idaho Local Application of
YMax Communications Corp.
Page 3
IV.B. Managerial Qualifications
(a)YMax possesses managerial qualifications to operate as a Toll and Competitive Local
Exchange Carrier within the State of Idaho. Biographical summaries of the managerial
experience of key members of the YMax team are found in Exhibit F.
IV.c. Technical Qualifications
(a)YMax s services will satisfy the minimum standards established by the Commission. The
Company will file and maintain tariffs in the same manner and form as required of incumbent
local exchange telecommunications companies with which YMax seeks to compete.
(b)YMax management team has had prior experience operating competitive local exchange and
interexchange service providers and possesses considerable telecommunications expertise.
Based on the experience and proven track record of the Company s management team, YMax
is technically well-qualified to provide local exchange service in Idaho.
Customer Service
YMax understands the importance of effective customer service for local service consumers. Once it
initiates operations, YMax s toll free customer service telephone number will be available with live
operator response Monday-Friday from 8 a.ill. to 6 p.
YMax s toll free telephone number for customer inquiries, complaints and repair is 1-888-230-
0060. Customers may contact the company in writing at the headquarters address indicated below.
The contact for resolution of customer complaints with the Commission is:
John Thomas
YMax Communications Corp.
223 Sunset Avenue, Suite 223
Palm Beach, Florida 33480Telephone: [phone]Facsimile: [phone]Toll Free: [phone]
Email: iohnthomas~talk4free.com
Idaho Local Application of
YMax Communications Corp.
Page 4
VI.
VI.
Service Description and Anticipated Service Date
YMax proposes to provide resold and facilities-based local exchange and resold interexchange
services through the combination of its own and/or leased facilities and the resale of other carriers
facilities and network elements. The Company intends to offer service immediately upon certification
and approval of its interconnection agreement.
YMax 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 9111E911
operator services and directory assistance.
YMax intends to offer service in the geographic areas currently served by Qwest Communications.
YMax will mirror the basic local calling scopes of the incumbent local exchange companies.
Public Interest Standard
Grant of YMax s Application to provide facilities-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 oftelecommunications 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 reliability. 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.
YMax s proposed services will provide multiple public benefits by increasing the competitive choices
available to users in Idaho. Enhanced competition in telecommunications services likely will further
stimulate economic development in Idaho. In addition, increased competition will create incentives for
all carriers to offer lower prices, more innovative services, and more responsive customer service.
Idaho Local Application of
YMax Communications Corp.
Page 5
Vill.Waivers and Regulatory Compliance
YMax has reviewed all ofthe 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
rules are explicitly waived for YMax or for all carriers in the same class. Specifically, YMax requests
exemption from the following rule:
(a)Reporting Requirements
YMax further requests waivers of any reporting requirements which, although applicable to
incumbent LECs, are not applicable to competitive providers such as YMax because such
requirements: (1) are not consistent with the demands of the competitive market; and (2) they
constitute an undue burden on a competitive provider, thereby requiring an inefficient
allocation of its limited resources. In addition, YMax reserves the right to seek any regulatory
waivers which may be required for YMax to compete effectively in the Idaho local exchange
services market.
Idaho Local Application of
YMax Communications Corp.
Page 6
IX.Conclusion
This Application demonstrates that YMax Communications Corp. possesses the technical, financial
and managerial resources to provide local exchange and interexchange service in Idaho.
Wherefore, YMax Communications Corp. respectfully requsts that the Commission:1. grant YMax authority to operate as a provider of resold and facilities-based basic local
exchange and resold interexchange telecommunications services within the State of Idaho;
grant the waivers requested in this Applicaton; and
grant such other relief as it deems necessary and appropriate.
Respectfully submitted
YMax Communications Corp.
D~iel f1(l
Chief Executive Officer and President
YMax Communications Corp.
Idaho Local Application of
YMax Communications Corp.
Page 7
YMAX CO~CATIONS CORP.
Exhibit A
Articles of Incorporation
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PAGE
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'Tne ~rirst State
, HARRIET SMITH WINDSOR, SECRETARY OF STATE OF THE STATE OF
DELAWARE
...
DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT
COpy OF THE CERTIFICATE OF INCORPORATION OF
:Y.M:AX COMMUNICATIONS
CORP
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1' FILED IN THIS OFFICE ON THE TWENTY-FOURTH DAY OF MAY
D. 2005 , AT 1:39 CLOCK P.
A FILED COpy OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE
NEW CASTLE COUNTY RECORDER OF DEEDS.
3975300 8100
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Hart-jet Smith \Nir;dsor, Sec:ret'!rf of State
AUTHENTICATION: 3903417
050429163 DATE: 05-25-
stl:r.t.e o:E
Se----.retary oJ! Stlfte
Div'-si= or Cozparr:ztians
I:.eIi:vered 01:39 PM OS/24/2005
FILED 01 :39 PM OS/24/2005
CERTIFICATE OF JNCORPORATION
s..w 050429163 397.5300 FILE
YM.AX CO MMT.Jl'I( '1 C A'fI ON S C 0 Rl' .
FlRST: The name of tho corporation (hereinafter referred. to as the
Corporation ) is: YMax CornmUIrioations Corp.
SECOND: The address ofth~ registered agent offuc COTpora1l0:tl in the State of
DmwaIC is 1209 Orange Street Wilmington,. New Castle County, De1awm 19801, and
the D,a:ITIe of the Corporation s regiEtored agw at such address is The CDtpOra.non Trust
Company-
THIRD: The pl.1IpOb:e oime Carporntion is to c.ngage in any lawful act or
activity for which corporations may b~ organized l.lllder the General Corporation Law Dr
Delaware.
FO URTR: The aggregate IllImber ofsl1ares wJ:ri.ch the COrpOratiOD.1.S authorized
to isSue is One Thousand (1 000) shares of common stock, ha.ving a p3rvalue of one dollar
($1.00) per smrre.
FIFrH: The ll1Jmbor of directlJlS of the Corporation shall be such number as
from time to time shall be fixed by. or in 1he manner provided in, the Bylaws oftbe
Corporation. Election of directors need not be by written ballot.
SIXTH: The following provisiOI1S are hereby adopted for the purpose of
defining, limiting and rogu1a1fug the powe~ ofth~ CQrporation and of the directam and
stDckholders:
(~)
The Bom! ofDirec.tOI5is hereby empowered to make, alter or
repeal tho Bylaws of the Corporation.
(b) The Board ofDn-octors of the CarpQ:rationis hereby empowered to
authorize the issuance from time to "cime of shares of the C6tporaiion e stock and securities
coD~M1"Dle toto ghm;-eg of the Corporation s stock. for such consideration as said Board of
Directors ma. y deem advisable., f:Llbjed to sucb. limitations and restric1:ions. if any, as may
be .set forth in 1fw Bylaws ofth.e CoIpOration.
(c) Any director, :individually, or roJ.y firm of which any dire:ctor may be
a member, or any corporation or associa1ion 0 f which any dirYctor may bean officer or
di:rcctar or in w:hich any director may be interested as a 1IDlde:r of any ~u.nt of its capital
stock or otherwise, may be a party to or may be pecuniarily or otherwise in:terested in. any
cont:ract or 'transadioll of the Corpomiion and., in the absence offtarui, no contract or other
trans~tion. shall be Roreby affected or invalidated, provided that either (A) the fact of the
cammon directorship or inten:st shall be disc1o~ed to or oiherwise shall bee.nknown by
either (i) the Boar-d of Directors or a committee thereof and 6llch Board or committe!;';
l.3'i1753l 1.DOC
nuthorius, approves or rmi.iies me CQIJtract or transaction by 'the a:ffumative vote of a
m~oriiy of disinterested directors. even if the disbrterestx::d directom constitute leu than a.
quorum.; or (i1) the stockholders entitled to vote, and the contract or tnmsaction is
. '
authorized. app;rovoo orr&i.:fied by a majority of the vot~ cast by me stockholders eI1lltIed
to vote other than the vores of shares QW.!1ed of record Dr bemeflcia11y by the interest~
director, :firm or othoc entity; or (B) the COIlm.ct or trmlBa.ciionis m1::!n-imously approved by
t'he stockholders; Dr (C) the CXllltract Of transaci'iOD is fair aad reasonable to th~ Corporation.
Axly director of the Corporation \\iho is also a dirBc:tor or officer of aT interested In such
other corporation or a3$ociation may be counted in determining tht exjstencc of a quorum.
at any meeting of the Beard ofDirccto:rn which $hall. authorize any such COIItra.ct or
transa.ction, and may vote thereat to allthorize CUlY Stlch contraot or 1:rans~tion. My such
contract. transaction or act of the Corporation or of the dirocrtors willeh shiI1 be' aufuorized,
approved or ratified as provided in. this subsection (c) by a qllomm of the stockholders
having voting powers at any armual meeting or at any special meeting calli:d for such
purposcs, so far as permitted by la.w. s.hall 'be valid and bjnrnng as though mtified by every
stockbold~ of the COIporation.
Cd) The Corporation reberv.esth.e right tom time to time to mnke any
aroen.dmonts to i15 charter which now or b,erea.fl:er may be autltorlzed 'by laW. including any
mnencb:mm.ts changing the tonns of any class DHhe outstanding stock of the Corporatkm by
classificatkm, reclassification or otherwise. but no 8U.Ch amendment whic1J. changes the
te1:ms of any class of the outstanding stock shall be valid unless chmges ill the te-.rms
thereof slliill have been authorized by the holders of a m~ority of the shares of such stock
at that time outstanding by a vote at a meeting or in writing -with or withou:t a meeting,
(c) Th~ Board ofDirectOIB shillhave the paWS!) without a vote of
stockholders, to take the following action: (i) to declare and autho~ the payment of
dividends 011 tbe capital Gtocl: ofilie Corporation, whErther or not payable in stock of one
ems to holden of BtDck Clf another tlasg or cJasses; and (n) to exercise all powers of the
Corporation., whe1:b.cr conferred by law or by this cer1i1iea.te, to pl:iI'Chase, lease or oth~iBe
acquire tbe business, assets or :fi:-anchiBes, jn whole or in p~ of oth~ corporatioDS or
uniI1corporated entities.
SEVENTH: No director of the Cotporarion shilll be liable io the Corporation c)1:
its stockb.oldors for moIWtary dan'lages for breach of fiduciary duty as a director~ provided
that this provision shall not eliminate or limit the Iia.'biJity ofa cUrector (a) for .mybreacb of
the director s dulyofloyaltyto 1he: CoIpOration or its stockh(lIders; (b) fox acts or
omissions not in g()Od faith or which involve intcrrtiooal misconduct or a. knowing viola1ion
of law; (c) UDder Section 174 Dfllie Delaware Gen.eraJ Corporation Law; or Cd) for any
transaction:&om. wbich the director derived an improper personal benefit. If the De1a:wa:re
General CoJpOration Law is ,amended to authorize corporate action further eJinUnating or
lim:iting the personal liability of dirrotors, '!fum. the lillbility Dr a wcctor Q f the Corpom-aOIl
shall be elimillated or limited to tb.!:J fullest exterll: pemritted by the Delaware General
CO:rparatiOIl Law~ as so 2!lle'lldM. Any repeal or modificzman of1b.ie Article Seventb shall
be prospcx:tive only and shall not a.dv~rsely affect any right or protection of; or any
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limi-mtion of 11 ~ili:ty of;. a. diroctDr of the Corporation wsting a.~ Oi:' ar.\smg 01lt of facts or
jncidents occurri:ng prior to, the effective we of such repeal or modification.
EIGHTH~'I1w durntion oftbe Corporation shall be PeI1'etuaL
NINI'H: The namo and mailing address offue InCOIpora.tor, being at leas1
eighte;en years of age, is:
Eileen R Ferrara
Arnold & PortG" LLP
555 Twelfth SiTed:, N.Wammgton, DC 20004
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IN WITNESS WHEREOF I have Iwreunto set my hand tbisrA ;yofMay,
2005 and acknowI~g~ the same to be my act and deed.
Eileen R. Ferrar~ Incorporatctr
YMAX CO~CATIONS CORP.
Exhibit B
Certificate of Authority to Transact Business within the State ofIdaho
tate of Idah
CERTIFICATE OF AUTHORITY
YMAX COMMUNICATIONS CORP.
File Number C 165580
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: 10 March 2006
SECRETARY OF STATE
:,.
! 202
APPLICATION FOR, CERTIFICATE
OF AUTHORITY (For Profit)
(Instructions on Back of Application)
FILED EFFECTI
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The undersigned Corporation applies for a Certificate of Authority and states as follows:
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.i:'1. The name ofthe corporation is:
"~O\.:i- eO'C\\\nu ~\c~\~n ~ (Dr f.
2. The name which it shall use in Idaho is: 'I-.
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3. It is incorporated under the laws of: \0tUV1r-e..
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4. Its date of incorporation is:
5. The address of its principal office is:
~cl~ ~unc,p.\ G\1p \ Su\\t-. -a~3 , PC\\fI'. O~Q(J '\=L ~~'i?\
6. The address to which correspondence should be addressed, if different from item 5, is:
7. The street address of its registered office in Idaho is: ~bO No,\-\\ to ,,\-- 5-\ree-\, "Ob\c;e .:rD
~'5...,cz.
and its registered agent in Idaho at that address is: C..,- CC( ~ o(C\.-\- ,"On 5..A
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8. The names and respective business addresses of its directors and officers are:
Name
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rf'1. '~n~\D~
~e\e( "'\. Rus'
Office
'7 ( -e5\~f\ ~ - \J
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Address
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33'-\80
Dated:
Customer Ace! # :
(ij using pre-paid scoount)
Secretary of State use only
Signature:
TypedName: re--\---er
Capacity: See \e-\..
fThe signer must be director or an officer of the corporation.
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IDAHO SECRETARY OF STATE03/10/2006 05:
CK: 1892 CT: 197933 BH: 942593
1 ~ 188.88 = 188.08 AUTH PRO # 2
l' 28.88 = 28.88 CORP SUR * 3
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INSTRUCTIONS
Optional: If the document is incorrect where can you be reached for corrections? '1 ()~ 8D~
Note: Complete and submit the application in duplicate. This application must be accompanied by a certificate of existence
(or goodstanding), dated within 90 days from the date of filing with the Idaho Secretary of State s Office. A certified copy of
the articles of Incorporation will NOT be accepted.1, Lines 1 & 2 - Enter the name of the corporation exactly as it reads from the certificate of existence from the domestic
state. Comolete item 2 only if:(1) the corporation must adopt a fictitious name to avoid a conflict with an existing name
on the records of the Secretary of State, or (2) the corporation s true name does not include one of the words of incorpo-
ration required by section 30-1-401, Idaho Code, and such word is added to the true name in item 2. A corporate name
must include corporation, incorporated, company, limited, or any abbreviation thereof. If a fictitious name is adopted to
avoid a conflict, attach a resolution of the board of directors adopting the assumed name.2. Lines 3 & 4 - Enter the domestic state and its date of incorporation. You must include the day, month and year. This
date must match the date on the certificate of existence, if one is given.
Line 5 - Enter the address of its principal office.
Line 6 - Enter the address you would like future reports mailed to, if different from the address in #5.
Line 7 - Enter the name and street address of the registered agent for the corporation. A registered agent is the person
designated to receive service of process upon litigation. This person must be located in Idaho at a street address. ' If
you do not have anyone to act as your registered agent in Idaho you may contact the Secretary of State for a list of
companies which offer such representation in Idaho.6. Line 8 - Enter the names and business addresses of the officers and directors. We are looking for office held of
president, secretary and directors.7. Sign and date the application. The application must be signed by the Chairman of the Board, the President of the
corporation or another of its officers or a director. Please identify the name of the signer by typing his/her name below
the signature and indicate in what capacity they are signing, The signer must be a director or an officer of the corpora-
tion.8. Enclose the appropriate fee.a. If the application is typed, the fee is $100.b. If the application is not typed, the fee is $120.c. If expedited service is requested, add $20 to the fee,d. If the fees are to be paid from the filing party's pre-paid customer account, enter the customer account number in
the indicated space.
Pursuant to Idaho Code 9 67-910(6), the Secretary of States Office may delete a business entity filing from our database
if payment for the filing is not completed.9. Mail or deliver to:
Office of the Secretary of State
700 West Jefferson, Basement West
PO Box 83720
Boise, ID 83720-0080
O. If you have questions or need help, call the Secretary of State s Office at [phone].
ADMISSION OF FOREIGN CORPORATION
Section 30-1501
30-1501. AUTHORITYTOTRANSACTBUSINESS REQUIRED.
(1) A foreign corporation may not transact business in this state until it obtains a certificate of authority from the secretary of
state.
(2) The following activities, among others, do not constitute transacting business within the meaning of subsection (1) of this
section:
(a) Maintaining, defending or settling anyproceeding;
(b) Holding meetings of the board of directors or shareholders or carrying on other activities concerning
internal corporate affairs;
(c) Maintaining bank accounts;
(d) Maintaining offices or agencies for the transfer, exchange and registration ofthe corporation s own
securities or maintaining trustees or depositaries with respect to those securities;
(e) Selling through independent contractors;
(f) Soliciting or obtaining orders, whether by mail or through employees or agents or otherwise, if the
orders require acceptance outside this state before they become contracts; ,
(g) Creating or acquiring indebtedness, mortgages and security interests in real or personal property;
(h) Securing or collecting debts or enforcing mortgages and security interests in property securing the
debts;
(i) Owning, without more, real or personal property;
m Conducting an isolated transaction that is completed within thirty (30) days and that is not one in the
course of repeated transactions of a like nature;
(k) Transacting business in interstate commerce.
(3) The list of activities in subsection (2) of this section is not exhaustive.
Delaware PAGE
'Tfie Jirst State
I, HARRIET SMITH WINDSOR, SECRETARY OF STATE OF THE STATE OF
DELAWARE DO HEREBY CERTIFY "YMAX COMMUNICATIONS CORP." IS DULY
INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE AND IS IN
GOOD STANDING AND HAS A LEGAL CORPORATE EXISTENCE SO FAR AS THE
RECORDS OF THIS OFFICE SHOW, AS OF THE EIGHTH DAY OF MARCH A.
2006.
AND DO HEREBY FURTHER CERTIFY THAT THE ANNUAL REPORTS HAVE
BEEN FILED TO DATE.
AND I DO HEREBY FURTHER CERTIFY THAT THE FRANCHISE TAXES
HAVE BEEN AID TO DATE.
AND I 00 HEREBY FURTHER CERTIFY THAT THE SAID "YMAX
COMMUNICATIONS CORP." WAS INCORPORATED ON THE TWENTY-FOURTH DAY
OF MAY, A.D. 2005.
3975300 8300
~~ ~91-
Harriet Smith Windsor, Secretary of State
AUTHENTICATION: 4577533
DATE: 03-08-060229441
YMAX CO~CATIONS CORP.
Exhibit C
Officers and Directors
YMax Communications Corp.
Officers and Directors
The following individuals are officers ofYMax Communications Corp. and may be contacted at the Company
headquarters located 223 Sunset Avenue, Suite 223, Palm Beach, Florida 33480:
Officers:
Daniel Borislow CEO and President
Peter Russo Vice President and Secretary/Treasurer
Directors:
Daniel Borislow
Peter Russo
YMAX CO~CATIONS CORP.
Exhibit D
Stockholders
YMax Communications Corp.
Stockholders
YMax Communications Corp. is a wholly owned subsidiary of YMax Corporation.
Dr. Borislow owns 100% of the stock ofYMax Corporation, YMax s parent company.
YMAX CO~CATIONS CORP.
Exhibit E
Financial Statements and Affidavit
AFFIDAVIT
STATE OF FLORIDA
COUNTY OF PALM BEACH
Daniel Borislow, being first duly sworn, deposes and states as follows:
I am Chief Executive Officer and President of YMax Communications Corp.
I am the Chairman of the Board and sole shareholderofYMax Corporation, the parent and sole owner
of YMax Communications Corp.
YMax Corporation hereby commits to provide financial support to YMax Communications Corp.
sufficient to fund its competitive telecommunications operations in VAtf 0
YMax Corporation has sufficient financial resources to provide such fmancial support to YMax
Communications Corp.
Daniel Borislow rJP~
Subscribed and sworn to before me this
2006
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YMAX CO~CATIONS CORP.
Exhibit F
Profiles of Senior Management Key Personnel
YMAX CO~CATIONS CORP.
Management Profiles
Dr. Daniel Borislow
CEO, President, Chairman and Director
Dr. Daniel Borislow currently serves as the Chairman, Chief Executive Officer, President and Director of
YMax Communications Corp. and resides in Palm Beach, Florida. He is a graduate of Widener University
and is a Doctor of Information Technology.
From May 1989 through January 1999, Dr. Borislow served as CEO and a Director of Tel-Save Holdings now
Talk America. Tel-Save was a very profitable corporation. As the largest reseller and customer of AT&T
Tel-Save offered wholesale long distance to other resellers through marketing and partnership agreements. Dr.
Borislow took his company public in 1995 and built his own long distance network by strategically deploying
five (5) Lucent class 5E switches across the United States.
In 1997 Dr. Borislow negotiated exclusive marketing rights with America Online and Tel-Save and was the
first company to offer services online with online billing, provisioning and customer service and a price point
substantially lower then the rest of the market. Prior to founding Tel-Save, Dr. Borislow built the cable
systems in the city of Philadelphia.
Dr. Borislow is an avid fisherman, horseman and philanthropist for education, cancer research and children
athletics.
YMAX CO~CATIONS CORP.
Management Profiles, Continued
Gregory Lynn Wood
Chief Information Office
In 2005 Mr. Wood joined several of his former co-workers from Talk America, Inc. (f/k/a Tel-Save) in the
formation ofYMax Communications Corp. Prior to joining YMax, Mr. Wood was approached by Covista
Communications to act as CIO, where he developed a complete rating, billing and customer service system
that replaced Covista s legacy system.
Mr. Wood entered the telecommunications industry in 1991 when he was approached by American
Telephone Company (A TN) to develop a rating and billing system. Mr. Wood joined the company full-
time increasing the scope to include a full customer service system in addition to the rating and billing
aspects.
In 1994, Talk America, who at that time was AT&T's largest reseller , decided to implement a nationwide
network. Mr. Wood was approached to develop an entire rating, billing, and customer service system for
this new platform.
In 1997, Talk America entered into an exclusive contract with America Online (AOL) to sell long distance
to AOL's 10-million member base. Mr. Wood, having advanced to CIO, was called upon again to develop
the first fully integrated online bill. Mr. Wood managed all aspects of this development project, taking the
lead with the AOL developers in a David vs. Goliath situation.
From 1982-1992 Mr. Wood managed a chain of Value Added Retail Stores (V AR). After opening his own
store he began custom software development that later led to a very vast Industrial Automation clientele.
Notable clientele include Proctor and Gamble, Kimberly Clark, Quaker Oats, Asea Brown Bover, Kilgore, and
Martin Marietta.
YMAX CO~CATIONS CORP.
Management Profiles, Continued
Peter J. Russo
Chief Financial Officer
Mr. Russo currently services as the Chief Financial Officer ofYMax Communications Corp. and brings to
that position extensive financial and management experience with both private and public companies.
From 2000-2005, Mr. Russo was the head of finance and operations for the thoroughbred Horse Racing
and Breeding Business where he established bookkeeping and accounting systems, cash flow management
and horse-by-horse analysis and billing. Mr. Russo prepared tax returns and directed IRS examination
responses. He was responsible for dealing with sale companies, tracks, farms, trainers and licensing
authorities and worked with various software packages as well as Brisnet, Equineline and Equibase.
From 1996-2000, Mr. Russo was Chief Financial Officer and Director of Operations for Group Long
Distance, Inc. where he was responsible for financial operations, cash management, customer service and
collections. He managed the IPO process and was responsible for credit agreements, carrier contracts and
LEC billing arrangements. He implemented systems for financial reporting and cash flow monitoring and
worked with Securities and Exchange Commission regulators, NASDAQ and various state Public Service
Commissions. He was the head of Investor Relations requiring continual contact with the company s Board
of Directors, investment bankers, shareholders and outside accountants. In this position, Mr. Russo
performed due diligence and valuations for numerous acquisitions.
From 1996-1998, Mr. Russo was Senior Vice President, Corporate, Credit Administration and Operations
for the State Bank of South Australia where he was responsible for a portfolio of assets that included senior
and subordinated loans, syndications, asset-based lending and mezzanine financings. He managed all
operational areas (loan and credit administration, accounting and finance, treasury support and funds
transfer), and developed commercial loan modules, interest rate risk management systems and numerous
operating policies and procedures, as well as established credit controls, loan grading systems and credit
analysis functions. In addition, Mr. Russo headed the Corporate Loan Workout Section in order to
maximize return on assets and minimize credit risk. Mr. Russo was a member of U.S. Lending Credit
Committee and Treasury Risk Management Committee in the London office where, during a twelve month
period, he put into place operating procedures and corporate lending guidelines that mirrored success in
S. offices.
Additional experiences include First Vice President, Administrative Service Group for Australia and New
Zealand Banking Group (1979-1988) and Staff Auditor for the Algemene Bank Nederland (1974-1978).
Mr. Russo holds a B.A. in Accounting (1978) from Pace University in New York, and is a graduate of
American Bankers Association School of Bank Lending (1988) at the University of Oklahoma.
YMAX CO~CATIONS CORP.
Exhibit G
Proposed Service Area Map
YMax seeks statewide authority to offer its services.