Attorneys At Law Comerica Building Kalamazoo, Michigan Telephone

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EARLY,LENNON,CROCKER& BARTOSIEWICZ,P.L.C.ATTORNEYS AT LAW900 COMERICABUILDINGKALAMAZOO, MICHIGAN 49007-4752TELEPHONE (269) 381-8844FAX (269) 381-8822OF COUNSELJOHNT. PETERS, ihCROBERT M. TAYLORGEORGE H. LENNONRON W. KIMBRELDAVID G. CROCKERPATRICK D. CROCKERMICHAEL D. O'CONNORHAROLD E. FISCHER, JR. RUSSELL B. BAUGHLAWRENCE M. BRENTON ANDREW J. VORBRICHTYREN R CUDNEYGORDON C, MILLERGARY P. BARTOSIEWICZ STEVEN M. BROWNKRISTEN L. G E V I N GBLAKE D. CROCKERTHOMPSON BENNETT(1912-2nnA'VINCENTT.EARLY(1922-2001)JOSEPH J. BURGIE(1926-1992)"--,October 18,2005Pamela Bonrud, Executive DirectorSouth Dakota Public Utilities CommissionState Capitol Building500 East Capital AvenuePierre, SD 57501:Pacific Centrex Services, h-c.Dear Ms. Bonrud:Enclosed herewith for filing with the Commission, please find an original and ten (10) copies of theabove captioned corporation's APPLICATION FOR A CERTIFICATE OF AUTHORITY TOPROVIDE FACILITIES-BASED AND RESOLD LOCAL EXCHANGE SERVICES, along with acheck in the amount of 250.00 to cover the filing fees related to same.Enclosed you will find an exact duplicate of this letter. Please stamp the duplicate received ande attached thereto.concerns, please contact the undersigned.OSIEWICZ, P.L.C.

BEFORE THEPUBLIC UTILITIES COMMISSIONOF THE STATE OF SOUTH DAKOTAIn the of the Application ofPacific Centrex Services, Inc.For a Certificate of Authority to ProvideFacilities-based andResold Local Exchange Services111 c, Z f p jDocket N . *AJ%iTilB!\KOsfA PUBLl4 .-a-)Ii J l kmYT?f s J [ ; 1APPLICATION FOR AUTHORITY TO PROVIDELOCAL EXCHANGE SERVICESI.INTRODUCTIONPursuant to S.D.C.L. § 49-31.3 and the Federal Telecommunications Act of 1996("Federal Act"or"Act"), Pub.L. No. 104-104, 100 Stat. 56 (1996) Pacific Centrex Services, Inc.("Applicant") respectfully seeks a Certificate of Public Convenience and Necessity to permit it toprovide facilities-based and resold local exchange services in the State of South Dakota.The Telecommunication Act of 1996presents this Commission with the unique opportunityto expand upon existing pro-competitive telecommunicationspolicies to ensure that all consumers-residential and business--will have access to high quality, low-cost, and innovativetelecommunications services. The Federal Act was adopted to promote competition and reduceregulation in order to secure lower prices and higher quality telecommunications services for theAmerican populace.In accordance with these goals, Congress included provisions in the Federal Act designed tofacilitate increased competition in all aspects of the local exchange market. Section 253 of the Actprohibits states from imposing any requirements that would constitute any barriers to entry into thelocal exchange market. The Federal Act also imposes several requirements on the incumbent localexchange carriers ("LECs") to assist new entrants in the market. Specifically, the Federal Actprohibits all LECs fiom imposing unreasonable or discriminatory conditions or limitations on the

resale of telecommunications services. 47 U.S.C. 5 251(b)(l). Incumbent LECs also must enterreciprocal compensation arrangements for the origination and termination of telecommunicationsservices. 47 U.S.C.5 s 251, 252. Finally, incumbent LECs are required to offer for resale atwholesale rates (based on retail prices minus avoided costs), any telecommunications services thatthe carrier provides to subscribers who are not telecommunications carriers. Applicant seeksauthority from the Commission to provide local exchange services as soon as these rates areavailable.The Federal Act's prohibition against barriers to entry clearly contemplates that the State willnot impose any requirements that are more burdensome than necessary. In light of Applicant'sextensive experience in providing telecommunicationsservices in the State and its intent to providefacilities-based and resold services, Applicant requests that a Certificate be granted without hearingor any other formal proceeding that would delay its expansion into the local resale market.The approval of this Application will further the purposes of the Federal TelecommunicationsAct of 1996 as well as S.D.C.L. 49-3 1.3. Accordingly, Applicant requests that the Commissiongrant a Certificate of Authority to provide facilities-based and resold local exchange services.In support thereof, Applicant provides the following information:11.QUALIFI[CATIONS1.Applicant's legal name is Pacific Centrex Services, Inc. Applicant maintains itsprincipal place of business at:Pacific Centrex Services, Inc.6855 Tujunga AvenueNorth Hollywood, CA 9 1605Telephone8 18-623-2300Facsimile8 18-623-2301Toll Free800-881-7054

2.Correspondence or communicationspertaining to this application should be directedto Applicant's attorney:Patrick D. CrockerEarly, Lemon, Crocker & Bartosiewicz, P.L.C.900 Comerica BuildingKalamazoo, MI 49007Telephone269-38 1-8844Facsimile269-381-88223.Questions concerning the ongoing operations of Applicant following certificationshould be directed to:Rhaphael TarpleyRegulatory Affairs DepartmentPacific Centrex Services, Inc.530 W. 6th Street, Suite 300Los Angeles, CA 900144.Applicant is a California corporation. Applicant is qualified to do business in theState of South Dakota. Applicant is seeking authority to provide resold and facilities-based localexchange services within the State. A copy of Applicant's Articles of Incorporation and Certificateof Authority to Transact Business within the State are attached hereto as Exhibit A.5.Applicant's registered agent in South Dakota is:Ronald D. Olinger117 East CapitolPierre, SD 575016.Applicant intends initially to provide local exchange service on a facilities-based andresold basis. The specific manner in which Applicant will provide local exchange service dependsupon the result of negotiations with the incumbent local exchange carriers currently operating withinthe State.

7.Applicant is financially qualified to provide resold telecommunications services in theState. In particular, Applicant has access to the financing and capital necessary to conduct itstelecommunications operations as specified in this Application. In support of Applicant's financialability to provide the proposed service, Applicant attaches most recent statements as Exhibit B.8.All -complaints and billing inquires should be made to Applicant. Applicant'scustomer service organization is available 24 hours per day, seven days per week to receive questionsand billing inquires. Customers may contact a Customer Service Representative ("CSR) by callingApplicant's toll-free customer service number or by writing to Applicant. When an inquiry isreceived, a CSR will research the questions and obtain pertinent information about the customer'saccount. If needed, CSR will make adjustments to a customer's bill at the time of inqujr. In theevent of a billing dispute, each CSR has the authority to make adjustments to a customer's bill up toa specified dollar amount. Any adjustments which exceed this amount are handled by a departinemsupervisor. When an adjustment is made, the customer will see the credit on the subsequent invoice.The contact person responsible for customer complaints is Rhaphael Tarpley. Mr. Tarpley may bereached at (213) 244-1465. Applicant's toll-fkee number for customer complaints and inquires is(800) 88 1-7054.9.Applicant is technically qualified to provide resold telecommunications serviceswithin the State. Applicant is authorized by registration or certification to provide resold longdistance service and local exchange service in Arkansas, California, Colorado, Connecticut,Florida,Illinois, Indiana, Kansas, Michigan, Missouri, Nevada, New Jersey, New York, Ohio, Texas, andWisconsin. Applicant currently provides primarily small and medium size business customers withhigh qualify cost effective telecommunications services. Descriptions of Applicant's key personnelare attached hereto as Exhibit C.

11.PROPOSED SERVICES1.Applicant proposes to provide facilities-based and resold local exchange service tosubscribers within the Qwest local service areas. Specifically, Applicant seeks authority to reselllocal exchange service in the existing service areas of Qwest. Applicant intents to provide all formsof intrastate telecommunications services including: (1) Basic Residential Exchange Services (LocalExchange Flat Rate, Measured Rate Services, operator access, etc.); (2) Residential Custom andClass Features (call waiting, caller ID, call forwarding, etc.); (3) Adjunct Provided Features (voicemessaging, etc.); and (4) Residential Ancillary Services (91 1, directory listing, directory assistance,etc.)2.The Federal Act establishes the framework for incumbent LECs to provide resellers oflocal exchange service with unbundled service at wholesale rates. 47 U.S.C. §§ 25 1,252. These ratesmust be based on current retail rates minus the avoided costs as prescribed by the Federal Act untilsuch time as commercially viable wholesale rates are available fi-omthe incumbent LECs, Applicantis unable to file a proposed tariff. As soon as such rates are available, and prior to thecommencement of service, Applicant shall file a proposed tariff (containing its rates, terms andconditions of service) with the Commission for its review.

IV.CONCLUSIONThe telecommunications industry is growing and changing at an impressive pace. The entryof Applicant into the local exchange resale market will enhance competition in the provision oftelecommunications services within the State of South Dakota as prescribed by the South DakotaCodified Laws and the Federal Act. Applicant will bring significant benefits to South Dakota Statetelecommunications users. Applicant's expertise in the telecommunications sector will permit it toselect the most economic and efficient services, thereby providing customers with a bettercombination of price, quality, and customer service than other carries. Accordingly, Applicantanticipates its proposed service will provide subscribers with better quality services and will increaseconsumer choice of innovative, diversified, and reliable service offerings.Wherefore, Pacific Centrex Services, Inc. requests that the South Dakota Public UtilitiesCommission approve the requested authority for a certificate of public convenience and necessit:include resold local exchange services in South Dakota.Dated:cker & Bartosiewicz, P.L.C.Kalarnazoo, MI 49007-4752Its: Attorneyst3

VERIFICATIONM. Devin Semler, President of Pacific Centrex Services, Inc., first being duly sworn on oath,deposes and says that he has read the foregoing Application and verifies that the statements madetherein are true and correct to the best of his knowledge, information, and belief.Pacific Centrex Services, Inc.By:IM. U e h n SemlerThe foregoing instrument was acknowledged before me this/"ayby M. Devin Semler.o

EXHIBIT AArticles of IncorporationCertificate of Authority to Transact Business

ARTlCLES OF INCOHPORATIONOFPACIFIC CENrWKX SERVICES, INC.IThc natnc of the corporation is PACIFIC CENTREX SERVICES, XNC.ilThe purpose of thc corporation is to cngagc in any lawful act or activity for which acorporation may be organized under the General Corporation Law of California, oher &an thewins business, the uvsl company business or the practice of a profession permittcd to beincorporated by rhc California Corporations Code.IllThe name and address. in the Slatc of California, of this corporation's initial agent forservice of process is M. Devin Semler, 6855 Tujunga Avenue, North Hollywood, Californit9160s.IVThis corporarion is a u h o r i dto issue only one class of shares of stock: the toul numberof shares which h e corporalion is.authorized to issue is 100,000.The liability of Ihc dirccrors of the corporation for monetary damages shall bc eliniinartdro the fullest extent permissible under California law.5

'Phc corporinioa is authorized to provide indemnification of agents (asdefined in &ction317 of the C:orpontions Code) for breach of duly lo the corporation and iu stockholden brvugl bylaw provisions or through agrecmcnts with the agents, or both. in excess of h cirldcmniiicarionolhcnvisc pcrmitced by Section317 of the Corporatjons Code, subject to rhe limits on such .xccssindemnification scr fonh in Section 204 of the Corporations Code.DATE: April I, 1999.

- ,. /qqsc.s**CER'flFICATE OF AMENDMEN'SOFARTICLES OF INCUKPORATlONFILEDIn l a lfit!of Ihr k t W d Elateal ihe S!rle e l CtlllarnlaOFPACIFIC CENTREX SERVICES, INC.a California corporationM. Devin Semler certifiesthat:Hc is the President and Sccnrary, of PACIFIC CENTREX SERVICES, INC., a1.California corporation.Article 1V of the Articles of Incorporation of this corpamtbn is amended and2.1restated in its entirety to read as f01lows:The corporation is authorized to issue only one class of shares ofstock; hc total number of shares which the wrporation isauthorized to issue is. Fifty Million (50,000,000). On theAmendment of this Artick, cach outstanding share is split up andconverted into 2,500 sharps,'The foregoing amendment of Articles of Incorporation bas been duly approved by3.the Board of Direcwrs.The foregoing amendment of Articles of Incorporation hap been duiy approved by4.ri.r; .equired vote of shareholders in accordance with Section 902, Corporations W e . The radnumber of outstanding sham of the corporation is 2,000. The number of shares voting in favor .of the amendment equaled or exceeded the vore required. The percentage vote required was morethan 50%.1 further declare under penalty of perjury under the laws of he Sm of California that thematters set forth in this Certificare are true and correct of my own knowIedge, and that chisCenihtc of Amendment was cxccuted on August 12, 1999 at North Hollywood, California.-

OFFICE OF THE SECRETARY OF STATECertificate of AuthorityORGANIZATIONAL ID #: FB029539I, Chris Nelson, Secretary of State of the State of South Dakota, hereby certifythat the Application for a Certificate of Authority of PACIFIC CENTREXSERVICES, INC. (CA) to transact business in this state duly signed andverified pursuant to the provisions of the South Dakota Corporation Acts, havebeen received in this office and are found to conform to law.ACCORDINGLY and by virtue of the authority vested in me by law, I herebyissue this Certificate of Authority and attach hereto a duplicate of the applicationto transact business in this state.IN TESTLMOhT WHEREOF, Ihave hereunto set my hand andaffixed the Great Seal of the State ofCert of Authority Meqe.doc

.iU.Pursuant to the provisions of SDCL 47-8-7, the undersigned corpor,e'frhereby appIies for a Certificae of Authority to t r a n s a fp;business in the Stare of South Dakora and for that purpose sub&beIblIowing statement:.(2) If the name of the corporation does not contain the word "corporation", "company", "incorporated" or "limited" or does not containan abbreviation of one of such words, then the name of the corporation with the word or abbreviaion which it elects to addz-,(4 The date of its incorporabon is '. s p r i l2 , 1 9 9 9perpetual! is 4and the period of its duration, which may be.(7) The purposes which it proposes to pursue in the vansaction of business in the State of Sou& Dakota are: (srate specific purposejTd - p r o v i d e 'telecommunication services.:., . . . . . . . . . . . . . . .;. .,; i :,&:.- ;: '. . . .&&:, .;. .jL . . . . .,. .-:.,.-. .c.*'&. -. .:.?:;; L .,:7,. ?.A.(8) The names and respective addresses ofits directors and officers are:Name.,. ,.;13e in.q-.Semler;!;-.j,.r. . . -. .I.,,J&.ti' .plo&je':,' -Officer Title.2.-. Street AddressCityStateZiu. ,"3. . . . . . . .,-.:.,. . . . . , . j . ., . . . .;:, . . . . .,.:.,, . -. .r,.2J(9) T%e aggregate-- - number of shares which it has authorit lto issue, itemized by classes, par value of shares, shares without pnr value,i d series, if any, within a class is:Numberof sharesClassSeriesPar value per share or mtementthatshares are without par valueWithout aar value.,:. .-L;.

(10) The aggregate number of its issued sham, itemized by classes, par value of shares, shares without par value, and series. if any,virhiri a dnss, is:'Par value per share or statement tharNumber.ofsharesClass5 ,'000, 000Commonshares are without par valueSeries---Without par v a l u e.-.-. 7 ,-st1"8-L- "--,'100,000.00Shares issued times par value equals stated capital. In the case of no par value stock, stated capital is the consideration received for theissued shares.(11) The amount of its stated c a p i d is %- c.I.i(12) This applicauon is accompanied by a CERTIFICATE OF FACT or a CERTIFIC.4TE OF GOOD ST.4NDING dulyacknowledged by the Secretary of State or oiher officer having custody of corporate records in the state or country under whose laws itis incorporared.(13) That such corporation shall not directly or indirectly combine or make any contract with any incorporated companyt foreign ordomestic, through their stockholders or the trustees or assigns of such stockholders, or with any copartnership or associaion ofpersons, or in & manner whatever zo fix the prices, limit rhe production or regdare the transportation of any product or commodity soas to prevent cornperition in such prices. production or transportation or to establish excessive prices therefor.(14) That such corporation, as a consideration of i& being permitted to begin or continue doing business within The State of SouthDakota, will comply with all the laws of the said State with regard to foreign corporations.directors, or by the president or byThe application must be signed, in the prsence of a n o t a public, by the chairman ofanother ofEcer.I DECL.ARE .&ID .IFFIRM L W E R THE P .4L'lYrOF PERJURY T i 4 TSTATE OFC O L W OF1,pcnonally appwed before me,a notary public, do hereby cemQ that on thisda? ofof PACIFIC CENTREX SERVICES , INCofficer ofthe corporation, md the sratemenrs therein contained tlre true.is&My Commission Expires.( N o w Public)The Consent of Appointment below must be signed by the registered agent listed in number six.Consent of Appointment by the Registered Agent, hereby give my consent to serve as the registeredRonald D. O l i n e r(name of rcylered agent)agedt forPACIFIC CENTREX SERVICES, INC.korporarc namcjDated(j ohJ-04,,that heishe'signed the foregoing documem asNotarial SealL20 05who, being by me first duly sworn, declared that he/sheL-2005:(signmreof regiswed agent)

CALIFORNlA ALL-PURPBSE ACKNOWLEDGMENTState of a 6 r n k'1flpersonally appeared/z?' naly'known to meL proved to me on the basis of satisfactoryevidenceto be the persor& whosenanree& &'?a'ersubscribed to the within instrument andacknowledged to me thshelthey executedh e same in @%heirGthoriredc a p a c i t w and that by ha'/her/theirsignature(s) on the instrument the perso & orthe entity upon behalf of which the p e r s wacted, executed the instrument.Place Notary Sea: AboveOPTIONALThough fhe inionnation below is not required by law, it may prove valuable to persons relying on the documentand could orevent fraudulent removal and reatfachment of this form to another document.Description of &tashe&ocupntDocumentuate:\.-Number of Pages:.Signer(s) Other Than Named Above:Capacity(ies) Claimed by. SignerSigner's & e :3 Individuala Corporate Officer - Title(s):i? Partner - Cl Limiied 0GeneralCl Attorney in Factn TrusteeiZ Guardian or Conservator'; Other:I--.-Signer Is Representing:-.b 1897 Nat onaltJolary&soci Uon 9350 De Sntn Avo P.O. 6ox 2402. Chalnwonh CA 9lji3-2402Prod Nn 5007Reorder: Cali Toll-Free 1400-876682i

EXHIBIT BFinancial Statements

Pacific Centrex Services, Inc.Balance Sheet12120/2004-As of November 30,20D4Nov 30, '04ASSETSCurrent AssetsCheckinglSavings1000. Petty Cash1046. Corp Acct General1047. Corp Acct - Payroll1048. Business Maximizer Acct1049 Corporate Tax Account-Total CheckinglSavingsA C C D U Receivable S1200 - A c c o u n t s Receivable1204 Monthly NSF Checks,1205 Monthly NR-Total 1200; Accounts Receivable1202. Resenre for Bad Debts1210. c c o u n t Receivables-AccessTotal Accounts ReceivableOther Current Assets1230 Interests Receivable1401. Employee Advances1409 Employees Officer I1401 . Employee Advances Other-.--.Total 1401 Employee Advances1490. Prepaid x l i e n s e s1493. Prepaid Compensation1494. Prepaid PurchasesTotal 1490 Prepaid Expens-es-.---"'.-'.Total Other Current s e t sTotal Current A s s e t sFixed Assets1600 Furniture & Fixtures1604. Automobiles1605 Computer Equipment1610 Office Equipment1 6 1 5 Phone Equipment1620. Leasehold Improvements1625. Software1635. Telecom Equipment1700 Accumulated Depreciation-Total Fixed Assets.Other Assets1801 Accumulated Amortization1910. Deposits1915 Security DepositsTotal 1910 Deposits-1930 Acquisitions1931. Acquisition- Furst Group C.B.Total 1930 . Acquisitions'--

Nov 30. '04-1990 GoodwillTotal Other AssetsTOTAL ASSETSLlABiLlTlES 6 EQUITYLiabilitiesCurrent LiabilitiesAccounts Payable2000 . Accounts PayableTotal Accounts PayableOther Current Liabilities2250 . Garnishments Payable2251 . 4 0 1 K Payabie2252. Retirement Plan Payable2260 . Tax Payable - FedlStatelSurchrgTotal Other Current LiabilitiesTotal Current LiabilitiesLong Term Liabilities2401 Interest Payable -Affiliate2500 Settlements Payabie2700. Shareholders Loan2710 A.J. Semler2715 . D.K. Semler2720 . D.T. Sernler2734 Portland Trust2740 S.R Semler2746 Ron and Lisa Semier Fam.Trust2 7 4 7 . M.S. Semier2748 M.R Semler2749 R.M. SernlerTotal 2700 Shareholders Loan.--2800 L e a s e s Payable2 8 0 4 . MBETotal 2800 . L e a s e s PayabieTotal Long Term LiabilitiesTotal LiabiiitiesEquity3000. Capital S t o c k3100. Retained Earnings3120 PIC Semler's3165. Distribution 2003 - MDSernler-3166. Distribution 2003 - RHSemier3167. Distribution 2004 MDSernler3168. Distribution 2004 RHSemlerNet Income-Total EquityTOTAL LIABILITIES & EQUITY

. . . . . .Profit & Loss-nary IncornelExpense. . .---l omeITI4000 . Sales. I. . . . .Charges4003 - Sales -Finance- - .-21,124.79Surcharges4005 - Sales -Taxes &. C -4006AccessCharges.-- .4010 . Write-offslRefunds22,593.9523,086.62-.----4,132.92 -.C:"A?t"!dr''Total 4000 - Sales, -'4050Interest income .-. --.4100. Recovery Ii cornefrom Embezzleme.--4200 - Other lncbme-dudgement-.----- rota1 Income.a--Cost of Goods Sold5002 -.FullService.5003 Long Distance-5006 . Internet --II I-, ,Tolal C O G S. .- Gross- -----.Profit. .-.- . .-.GOO0. Salaries. . . . . . . . . . . . . . . 6002.Billing.6003. Commissions . . -.6004 . CustomerService.6005 ; Info Services- - --.15,542.46.15,850.86.-. 1,000.00 -43,704.5815,366.67.Page 1 of 8

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I.-.5-.,.Officer'sI n s u -.rance--- . -Life---6651 .-'Building. . Repairs. E q u i.-.p m e. n t Repairs.6652, . ,.- .-.-.- --.6655 . E q u.i p m e n t.-.Rental. --.-.I--. - -.Page 3 of 8

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.-. . . . . .6210.-.-.6205. Employee. . . Education. Employee. Incentives6220 - Payroll. Taxes .6225.Training. ,. - -.6230 . .Health Insurance6235 Retirement11.-399.94. .----- 6400 . Other Fees & Expenses.,6412. TAX - Consultancy.,.-.Total 6400. Other Fees.1-!.! .?9-1- - 10,096.36"--------107,296.40.89,653.64.6615 . Decorations.Total. 6600 . Occupancy Cost1,824.16----. 6650 - Repairs and Maintenance. . ." . . . . .I .6655. Equipment Rental. . ., . . . . . . . .and. a i n t e n a n c e. .-- - .- 6650.- . . Repairs. Total,. Taxes &. G000- .'Jc:':s s.*-6805. .Fees. . . . .and. . . .Licenses.68-10. . . . .Corporate.Taxes,. -- .-.60'12. Sales .87-12,857.05-1 2,335.75.261,836.792,184,996.10.'"-'Page 7 of B

. .-.,. - .7251 . Printing,. .Total 7200 . Marketing& AdvecIsing. .,--- :1-7300 Entertainment&Travel. . . --.-731 0 Entertainmentr-:.I.:--.LE? . Travel. . - -. . -. - -.692.80-1,506.395,576.26-787,03'1.11.39285:sl--. Agent.-- . 7351.----- - . -.Conference--.--.--32,351.22I.Hotels7354.,. .-.ITotal. Travel. 73507300 . Entertainment 8 Travel- OtherTotal 7300. Entertainment- &TravelNet ordinary.Income:,T. .0. T & C O Le!Erpe"5e.10.00O10,489 9811,550.3919*509.64.- ---O14,113.3651,939.24 2890191,253 67-. .,,-O6,436,5 7-15,085.4.59400. Interest ExpenseTotal Other Expense,'Nel Other Income,,,.'Net Income-- -.-.,. . . . -, , ,,.-.-.- ---.----17,007.55//-1S.458.901/-230,959.391-NOTE : S o m e Invoices still n o t ente 1Page 8 of B

EXHIBIT CKey Personnel

M. Devin Semler, CEO and President of Pacific Centrex Services, Inc.Monte Devin Semler is the co-founder and President of Pacific Centrex Service, Inc. the 3 1 largest Shared Service Provider in California and the fastest growing as recognized by PacificBell. His involvement and knowledge of telecommunications spans more than 10 years. Fromcellular service to pre-paid calling cards. .from provisioning to finance. Mr. Semler has in-depthknowledge of this industry, its players and its major trends.Mr. Semler brings to Pacific Centrex Services a sustained backroom insight into thetelecommunications industry, relationships with major players and partners, and sales andmarketing savvy.Since its founding in 1996, Mr. Semler has served as chief executive officer and co founder ofPacific Centrex Services.From 1996 to 1997 Mr. Semler was the founder and president of Direct LinkTelecommunications, Inc., a wholesale prepaid calling card telecommunications provider locatedin Los Angeles.From 1994 to 1996, Mid-Com Communications, Inc., a Seattle Washington headquarteredfacilities-based long distance carrier, employed Mr. Semler. At Mid-Com Communications heheld various staff positions including customer care, provisioning, sales compensation andfinance.From 1991 to 1994, Mr. Semler was employed as a sales representative for Secure Net, Inc. awireless telecommunications service provider.Subash Khurana, COOMr. Khurana brings to Pacific Centrex over 15 years of project management and businessoperations for major corporations with over 200 million dollars in revenue. His wealth ofexperience covers the successful implementation of business startups, as well as establishedmajor international companies. He brings to the team organizational expertise required to runand maintain the complexities of telecommunications companies.From 1997 to 1998 Mr. Khurana was Director of Hospitality Systems for SmarTalk Teleservices,Inc. His responsibilities included the development of P.O.S. Activation Systems for prepaidphone card sales and the managing and developing of a web based managing and reportingsystem to support and track millions of calling cards around the world.He is a holder of a BS in Electrical Engineering and an MBA from the University of Hartford inConnecticut.

Kay Singian, Secretary & TreasurerMs. Singian brings to Pacific Centrex Service a wealth of knowledge and experience within thefinance industry as well as corporate experience in handling hurrian resources and all accountingmatters.Ms. Singian graduated with an accounting degree from the University of Santo Tomas in thePhilippines and is also a registered CPA.Manzu Rahman, Database EngineerMr. Rahrnan has been with Pacific Centrex Service since its beginning in 1996. He has workedextensively with various billing databases, including construction, setup and maintenance of allbilling systems. Mr. Rahman in conjunction with Mr. Khurana have been responsible for theimplementation of the most recent billing database used by Pacific Centrex Services to trackilvefitoiy, seivices and usage.Prior to joining Pacific Centrex Services Mr. Rahman worked as an account for FirstServeNet, anInternet startup company where he provided accounting service for 4 years. Joshua Ploude, Network SpecialistMr. Ploude brings to Pacific Centrex Services a fresh outlook and detailed knowledge of thetechnologies that are driving the telecommunications revolution today. Mr. Ploude has beenaggressively planning the rollout of a facilities-based CLEC network. Since Pacific CentrexServices has become committed to the technology that will drive the network, Mr. Ploude hasbegun to supervise interconnection of Pacific Centrex Services network with all relevant ILECs.Mr. Ploude is a trained SMS800 Engineer. He has helped Pacific Centrex Services become aresponsible organization and establish their SMS800 Department.Prior to joining Pacific Centrex Services, Mr. Ploude worked as a computer consultant andresearch manager for Richard Dine1 of R.H. Dine1 Investment Counsel in Brentwood, California.During his experience Mr. Ploude became adept in the methods used to research companies thatshowed investment potential. He was responsible for generating portfolio performance statisticson a quarterly basis. Mr. Ploude has recently graduated fiom UCLA with a BA in PoliticalScience.Leila Davila, Provisioning ManagerMs. Davila is responsible for supervising the provisioning department for Pacific CentrexServices. Ms. Davila has extensive order fulfillment experience with various ILECs, IXCs andother service providers. She heads a team of 5 individuals whose sole responsibility is orderingand maintenance of the services that Pacific Centrex Services provides.

Early, Lemon, Crocker & Bartosiewicz, P.L.C. 900 Comerica Building Kalamazoo, MI 49007 Telephone 269-3 8 1-8844 Facsimile 269-3 8 1-8822 3. Questions concerning the ongoing operations of Applicant following certification should be directed to: Rhaphael Tarpley Regulatory Affairs Department Pacific Centrex Services, Inc.