,

Also Admitted in New York and Maryland

Lance J.M. Steinhart, P.C. Attorney At Law

6455 East Johns Crossing Suite 285

Duluth, Georgia 30097

May 7,2001

Mr. Martin Huelsmann Executive Director Kentucky Public Service Commission 21 1 Sower Boulevard Frankfort, Kentucky 40602-06 1 5 (502) 564-3940

Telephone: (770) 2 Facsimile: (770) 2

Re: QuantumShift Communications, Inc.

Dear Mr. Huelsmann:

Enclosed please find for filing one original and eleven (1 1) copies of QuantumShift Communications, Inc.'s Filing Requirements to Operate as a Reseller and Facilities-based P of Interexchange and Local Exchange Telecommunications Services within the Commonwc

QuantumShft Communications, Inc., respectfully requests approval from th Kentucky Public Service Commission in accordance with 807 KAR 5:001, 8, KRS 278.030(2), KRS 278.160, and KRS 278.512, for authority to operat reseller and facilities-based provider of interexchange and local exchange telecommunications services. The name and address of the company are as QuantumShift Communications, Inc., 88 Rowland Way, Novato, California

The name, address, telephone number and fax number of the responsible cor complaints and regulatory issues is Dick van Aggelen, Regulatory Manager, QuantumShift Communications, Inc., 88 Rowland Way, Novato, California (415) 893-7180 (Phone), (415) 893-0569 (Fax).

Copies of QuantumShift Communications, Inc.'s Articles of Incorporation a certificate of authority fiom the Secretary of State are attached hereto as Exh

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Mr. Martin Huelsmann Executive Director Kentucky Public Service Commission May 7,2001 Page 2

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The names and qualifications of operating personnel and any other evidenct Applicant has financial, technical, and managerial abilities to provide adeqc reasonable, and efficient service: Attached hereto as Exhibit B are biograpl key management personnel of QuantumShift Communications, Inc., that demonstrate the technical and managerial abilities to provide adequate, reas and efficient service.

Attached hereto as Exhibit C is a Proposed Interexchange Tariff and Local Exchange Telecommunications Services Tariff for QuantumShift Commun InC.

Interconnection / Resale Agreement. QuantumShift Communications, Inc. yet entered into Interconnection andor Resale Agreements with the incumb exchange carriers in Kentucky.

A notarized statement by Scott Schaefer, President for QuantumShift Communications, Inc., regarding intrastate service is attached hereto as Exh

QuantumShift Communications, Inc., intends to provide interexchange and exchange telecommunications services to business and residential telecom customers.

QuanturnShift Communications, Inc. will provide telecommunications sen utilizing unbundled network elements purchased fiom the incumbent local c carriers and its own facilities. QuantumShift Communications, Inc. will alr provide interexchange and local exchange telecommunications services on i basis.

QuantumShift Communications, Inc., will comply with the monitoring requ of the Kentucky Administrative Code 355.

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Mr. Don Mills Executive Director Kentucky Public Service Commission May 7,2001 Page 3

(1 1) QuantumShifi Communications, Inc. does not seek to provide operator services to traffic aggregators as defined in Adm. Case No. 330

I have also enclosed an extra copy of this letter to be date-stamped and returned to I enclosed preaddressed, postage-prepaid envelope.

If you have any questions or if I may provide you with additional information, plea hesitate to contact me. Thank you.

Respectfully submitted, /

Atpfby for QuantumShift Communications, Inc.

Enclosures cc: Dick van Aggelen

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EXHIBIT A

Copy of the Articles of Incorporation and Certificate of Authority from Kentucky Secreta for QuantumShifi Communications, Inc.

of State

A055 1859 hUm &d 7v%2&--

CERTXFICATE OF AMENDMENT TO THE

AMENDED AND RESTATED

OF MVX.CQM COMMUNICATIONS, INC.

a CALIFORNIA corporation

ARTICLES OF INCORPORATION 5 niu -

The undersigned, W. Scott Schaefer and Kenneth Holmes, hereby certify that:

ONE: They are the President and Secretary, respectively, of M!!X.COM Communications, Inc., a California corporation.

L TWO: Article I of the Articles of Incorporation of this corporation is hereby an

restated in its entirety to read as follows: "I.

NAB=

The name of this Corporation is QuantumShift Communications, Inc."

THREE: This Certificate of Amendment has been duly approved by the Board o

FOUR: This Certificate of Amendment has been duly approved by the required shareholders in accordance with Section 902 and 903 of the California Corpqrations Cod number of outstanding shares of Common Stock of the Corporation Is lO0,OOO shares. "I of shares voting in favor of the amendment equaled or exceeded the vote requird. The 1 vote required was more than fifty percent (50%) of the outstanding shares of Common S

pemainder of Page Intentionally Left Blank. J

. C\TEMPQS Sub LfVX.CCK Commun*u l io~~ rmcndacnLDOC

nded and

Directors.

ote of the The total number rcentage Ck.

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........... . . . . . . . . . . . . . . . . . . . . ..... -- -__. __

The uddersigned declare under penaIty of pejury that the matters set forth in tl certificate are true and'correct of their own knowledge.

Executed this 5th day of Septmber 2000.

. .

foregoing

-. . .

ARTICLES OF INCORPORATION OF

hlVX.COM COMMUNICATIONS, INC. FEe I 7 1.

, NAME

The name of this corporation i s MVX.COM COMMllhICATIONS, INC.

11. I . . ' PURPOSE

17ie purpose of this Corporation is to eragage in any lawhl act or activity for which t Corporation may be organized under the General Corporation Law of CalifomiJ other than 1 banking business, the trust company business or the practice of a profession permitted to be incorporated by the California Corporations Code.

111. AGENT FOR SERVICE OF PROCESS

The name and address in the State of Califomia of this Corporation's initial agent foi service of process is:

William E. Horwich Wendel. Rosen, Black & Dean, LLP

1 I 1 1 Broadway, 24* Floor . Oakland, California 94607

'IV. . . CAPITAL STOCK

, . '.This Corporation is authorized to issue only one class of shares ,of stock. and .the tota ' nuhber of shares which this Corporation is authorized to issue is 1,000,000.

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_ _ . v. . . LIABILITY OF DIRECTORS '

. The liability of the directors of this Copration for monetary darnhgcs shall be . eliminatcd to the fullest extent permissible under Califomia Law.

. . VI. . >

. . INDEMNIFICATION OF A.CENTS . .. . . .

This Corporation is authorized to provide indemnification to its agents (asdefined in

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. .

. .

http://hlVX.COM

Scction 3 7 of the Ca ifomia Corporal ons Code) through Bylaw provisions, agrccrn agents, vote of shareholden or disinterested directors or otherwise, in excess of the indemnification otherwise pcrmitted by Section 3 17 ofthe California Corporations C only to the applicable limits set forth in Section 204 of the California Corporations C respcct to actions for breach of duty to this Corporation and its shareholders. Any re modification of this Article VI shall only be prospective and shall not affect the right Article '41 in effect at the time of the alleged occurrence of any ac! 3r omission to acl to liability or indemnification.

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'orator

COMMONWEALTH OF KENTUCKY JOHN Y. BROWN 111

SECRETARY OF STATE

a perry - P1W i APPLICATION FOR AMENDED CERTIFICATE OF AUTHORITY Pursuant to the provisions of KRS Chapter 271B, 273 or 274, the undersigned hereby applies certificate of authority on behalf of the corporation named below and for that purpose statements:

1. The corporation is a a business corporation (KRS 271 6). 0 a nonprofit corporation (KRS 273). 0 a professional service corporation (KRS 274).

is a corporation organized and existing under the laws of the state or country of California

5/28/99 and received authority to transact business in Kentucky on

3. The corporation's name in the state or country of incorporation has been changed to I

The name of the corporation to be used in Kentucky is

4. The corporation's period of duration has been changed to-

ssc-102 (Z98) (See attached page for instnntions)

COMMONWEALTH OF KENTUCKY JOHN Y. BROWN 111

APPLICATION FOR AMENDED CERTIFICATE OF AUTHORITY

Pursuant to the provisions of KRS Chapter 2718, 273 or 274, the undersigned hereby certificate of authority on behalf of the corporation named below and for that purpose statements:

1. The corporation is c12] a business corporation (KRS 271 B). 0 a nonprofit corporation (KRS 273). 0 a professional service corporation (KRS 274).

is a corporation organized and existing under the laws of the state or country of

and received authority to transact business in Kentucky on 5/28/99

3. The corporation's name in the state or country of incorporation has been changed to QuantumShift Communications, Inc.

The name of the corporation to be used in Kentucky is

----* No change 4. The corporation's period of duration has been changed to

_ _

EXHIBIT B

Biographies for Key Management Personnel of QuantumShifi Communications, II

CONFIDES

.h

M V X . C 0 M'

.MANAGEMENTTEAMANDDIRECTORS ' . ' . .

MVX Management Team and Key Personnel .

Edward. A. BrinskeIg'Presiden; CEO, and biredor Mr. Brinskele has more than 25 years experience in the.field of telecommunications. Mr. Brihsktle fou MTC Carporatioh'in~l987, scnring as the Company's Chairman, President and CEO until 1996. Throul 'international network of switches, h4TC provided domestic and international telecommunications semi(

' corpomte andhdividualcustomcq=s. hior to htTC, Mr. Brinskele wqs instrumCn tal mfhe startup of bo1 Digital Tclephcge Systems, which was la& sold to Harris Corporation, and Centex. Telemanagement, c the pioneering firms in the competitive local telephone market In addition to his experbe in product development, inarktting qnd international distriiution, Mr. Brinskelc~has an.extcnsive technical backgn m digital switching, computer iclcphony, i n f i i t i& systems and Internet techno lo^. He has dlsigncc global telccommuriications netevorh for companies such as MCI, American E x p n s s and.a host of othn multinational corporgions. Mr. Brinskelc is a graduate of the OPM pro'- at H m d BGiness Scho

Jeffie;' G. Richaids, Vice President of Operations' . Prior to joining the Company, Mr, Richards was a management consultikt %UI the Organizational and

Strategic Change Practice at Price Watcrhouse Up in San Francisco. k that'capacity, he managed clie engagemats throughout the U.S. and Asia which focded on large-scale consolidation and cost reductic pr0ces.s tfficiency and &tegy implcmkntation. While at Price Waterhouse, Mr. Richards' pnhiary. engagements w&e focused 'on the high teclmology, banking and durable godds qanufacturing sectors. ~ Richards holds a BA'eom D&outh Collegc'in'Hanova, NH. * . .

Stak L Lindahl, Erecutiye Director of Business Development Ms. Lindahl bas more than 12 years expesiencc in be telecommunications sa&, primarily focused on business andysis, product development, wholesale carrier and cellular markets. Priw to joining the Company, Ms. Lindahl sewed. as Director of Business Devefopment at NetSource CommUnications, IncJMTC (MTC has since merged with NetSourcc,.Inc;). . While at NetSourceMTC, Ms. L i n e was resp.sjnsiik for establishing d e r r~lationships, strategic pmcrships, product development and . e l m t a t i o n , network planning, cost mapagcment and rqnciliation, product performance analysis, Pricing and competi toddet trends. Prior to NetSourrr/MTC, Ms. Lindahl sewed as Tmamy Manal with General Cellular C e m t i m (now Wcstcrn Wireless. Corporation), cmc.entrating financial aha risk managtnicnf cash management, portfolio managem~t,'shareholder relations, M&A work public t private financings and corporate restructuring. Ms. L~&MII is a graduate of theuniversity of Phocnix,~ MBA candidate at tbq Uniirersity of California, Dauis; . .

Kenneth F. HoLes, Director of Finance and Accounting Mr. Holmes has more.& 10 years of experiencewithin akcounijng p d finance'for technology cornpa: prior.tojoining the Comp&y, Mr. Holmes snvedxu Chief Financ'ial Officer of OMNIS Software, .. Incorporated. 'In that capacity.he was responsible for worldyide accthkting, finance, human ksources, and bf&tion systems. Mr..Holmcs s T c d & Bcting CEO of OMNIS during a period that led to the 1 a r o i d of.the compky. Prior to OMNIS, Mr. Holmes s m e a as Assistant Controller of NeXT Sohm

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pior to its acq&tion hy Apple Computcr;Inc. While at NCXT, Mr. Holmes was r c s p k i l e related activity leading up to the coprp;a6y's planned initial public offering PO), as well as and finance activity.relakd to the.Apple mkgn. Prim to NeXT, Mr. Holmes was the cwp Enlight.cn Software Solutions, where he played a leadership role in the firm's IPO. Prior' Softw~e, 'Mr. Holmes was with KPMG Peat Adamtick, where he was primqrily focused on and preparation for publit Offwgs

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u .. the technology sector. &fr; Eo&es b1dq '- ' ' 'Univc?sityofSanFrancisco.

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: Robert W. Lara, Director of N&ork Seq&sh&e&g . ' Mr. La& has x n & c ' h 30.years ei&encc in the field ofttleco~mications. Prior to

Lari-i snved as Director of NetwGk Services for MTC htenktional. For the past nine years Lara has been responsiblc for the successful impllncnttation and rnanagenient of the C facilities network hir. Lara has wrtknsive experience dealing with carriers and other throughout the US;, Europe, axid Asia. .Prior to MTC, k. Lara w& with Western Union as

. . 1. * 39. . , .

I iqd Technical Support Manager foi the We- United States. , . .. . . .

Brian Buch, Director of Information Systems I !

* . .

* Mr. Buch has 6 years o,f experience hi software developme& Prior to joining the Company, Mr. Buch served as a manager within Telecommunications Consulting Practice. He has managed large .

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I .; * for Pacific Bell, Directm, US West; and Retevision (a Spanish telecommunications Drovider).

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PriccwaterhouseCoopc, Mr. Buch also played a leader&$ role withiz; the though involvement in the firms annual peer review proccss, recruihg, conference speaking engagements. Mr. Buch holds a B.S; hi Electrical Barbara.

David T. Seaman, Lead Systems Architect M o r to joining the'company, Mt. Seaman was with PlayNet Technologies, wh& 'the manufacturing, distriiution, and play tracking of Internet-based kiosk game wrperiericc in software develop&t and has designed and programined large scale system Advantis, the U.S. Federal Reserve Bank, and the Envi~~nmcntal Protection Agency. Mi. S B.S. in Mechanical Engineering srdm U.C. Berklw h d an US. m Control S ,Barbara, ' .

. . Dfiectors : . .

Thomas R Rice, chairman of the Board of Directors; Director Dr. Rice has over 25 years of.exp&encc as ah entrepreneur and veri& capitalist. In 1996Dr. Rice A d n James, the publisher of Hmes T-ShirMizker &More, raised $5 million of Senturc capital an revenues to over $20 million annualized by the cnd of 1998, During 1994 - 1995, Dr. Rice led an task force when strategic sales stalled for Rasna Carp., a developer of mechanical computer-aided s o h (MCAE), and' succeeded m establishing the softwarc as Hewlett-Packard's standard. From 1986 through 1998 Dr. Rice was a g&.ml partner of Cumerstone

http://Enlight.cn

venture fund providing hands&. strategic Engineering Systems fiom Stanford Mechanical Engine

Ronald W. Weiser, Vice Chair;Diredor

divcrsfied'mvestment company headquartered managemkt subsidiaries, McKinley Propertie (officehetaiVmdustri offices m Ann Arbor and

.

' ~ r . w e i s e r i s t h t ~ o u & ,

. recently appointed to the Michigan,State Offi . of a number of public non-profit organizations including: ' established in 1985 by. he and his wife; Chair, Michigan

County United Negro College Fund; B.oard Executive C Michigan Artrain; D Henry Ford Museum and Center for Copnunity Board, the Business Sc External Advisory Bo

JeKrey S. Blumenfeld, Director Mr. Blpenfeld is a partner with Blumenfeld telecommunications industries. h&. Blumenfeld was 'the Justice Department's htitrust Division. He has 1 all public policy ,and competition issues in telec has served as special counsel to the Antitrust D investigations, including serving 'as a consultant on the early stages of

. . . .

of Pennsylvania Law School,

Daniel T. Carroll, Director Mr: Canroll cunq~tly serves on the Boards of Directors .of ten companies throughout the U.S., publicly held coqorations. He is the chairman of the Board of both Comshare, Inc. and OshKosk. Corporation. Mr. carroll is the for& president of Booz Allen & Haniilw Inc.'s Management

Universal, Inc. Mr. Carroll is an author arid speaker on a'wide range of business and corporate Carroll holds an 0. firom Dartmouth College and an M A from the Univ&sity of Minnesota.

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Division, Chief Operating Officer of God& hc., and President and Chief Executive Officer of :. .

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EXHIBIT C

Proposed Tariffs for QuantumShifi Communications, Inc.

EXHIBIT D

A notarized statement by Scott Schaefer, President for Quant~rnShift Communicationc regarding intrastate service.

lC.,