III. The Parties

A. TCI

TCI is a California corporation, authorized by Decision (D.) 04-01-039 to operate as a nondominant reseller of interexchange service statewide and local exchange service within the service territories of Pacific Bell Telephone Company (Pacific), Verizon California Inc. (Verizon), SureWest Telephone (SureWest), and Citizens Telecommunications of California (CTC). Its principal place of business is 745 E. Locust, Suite 109, Fresno, CA 93720. Telephone: 559-436-8266.

B. John Toepfer

Toepfer currently is TCI's chief executive officer and has been managing the company's operations for approximately the past year. Toepfer has been involved in the telecommunications industry since 1996, when he joined Integrated TeleServices, Inc. (ITS) as a sales representative. In 1996, Toepfer was promoted to Regional Sales Manager of ITS. In 2003, Toepfer joined TCI as its Director of Sales and Secretary/Treasurer. Since them Toepfer became increasingly involved in TCI's general management and is now well-experienced in all aspect of its operations, including its relations with customers and key vendors. For a period of time, TCI's co-founder, Jack Burk, will provide technical assistance to the company on the management of its billing system and will provide other guidance to the Board, as requested.

In accordance with the Commission's requirements, the Applicants confirm that, except as specified below:

(i) Toepfer has not been sanctioned by the Federal Communications Commission or any state regulatory agency for failure to comply with any regulatory statute, rule, or order; and

(ii) Toepfer has not held a position as an officer, director, partner, or person owning more than 10% of, or acted in such capacity whether or not formally appointed with, a telecommunications carrier that filed for bankruptcy, or has been found either criminally or civilly liable by a court of appropriate jurisdiction for violation of § 17000 et seq. of the California Business and Professions Code, or for any actions which involved misrepresentations to consumers, or is currently under investigation for similar violations.

According to Applicants, as is explained in D.04-01-039, TCI, under the direction of Jack Burk, prematurely commenced limited interexchange operations prior to the issuance of the certificate of public convenience and necessity issued by that decision. The Commission determined that TCI's violation was inadvertent, but that TCI should be charged with knowledge that its operation was unlawful and, on that basis, imposed a fine of $500.

Applicants state that, as D.04-01-039 also explains, ITS, with which Toepfer was formerly associated, was sanctioned for slamming violations by the Florida Commission in 1998 and filed for bankruptcy under Chapter 11 in 2000. However, Toepfer was neither an officer nor shareholder of ITS at that time or at any time, and was not responsible for the violations that resulted in the Florida sanctions. Accordingly, the Applicants submit that these factors should not be deemed to have any bearing on Toepfer's qualifications to manage and acquire control of TCI.