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GEORGIA PUBLIC SERVICE COMMISSION

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					                         GEORGIA PUBLIC SERVICE COMMISSION
                                     244 Washington Street, SW
                                    Atlanta, Georgia 30334-5701
                                 (404) 656-4501 or 1 (800) 282-5813

                APPLICATION FOR CERTIFICATE OF AUTHORITY
                   TO PROVIDE LOCAL EXCHANGE SERVICE
                                     I. APPLICANT ADDRESS

NAME OF COMPANY: Telseon Carrier Services, Inc. (“Telseon” or “Applicant”)

ADDRESS:            STREET: 7887 East Belleview Avenue
                    CITY: Englewood         STATE: CO        ZIP CODE: 80111
                    TEL. NO.: (720) 554-7000      FAX NO.: (720) 554-7290

NAME, ADDRESS AND TELEPHONE NUMBER OF EMPLOYEE DESIGNATED TO RECEIVE
AND RESPOND TO COMMISSION REQUESTS AND WHO WILL NOTIFY THE COMMISSION
OF ANY CHANGES TO THE INFORMATION PROVIDED IN THIS APPLICATION AND
ADDRESS CORRECTIONS IN GEORGIA:

NAME Primary Contact: Steven Miller                        TEL. NO: (720) 554-7000
TITLE: General Counsel                                     FAX NO: (720) 554-7290
STREET: 7887 East Belleview Avenue
CITY: Englewood                STATE: CO                    ZIP CODE: 80111
ADDRESS: (IF DIFFERENT FROM ABOVE)

            STREET:    Not Applicable.

            CITY:                        STATE:              ZIP CODE:

NOTE: FAILURE TO NOTIFY THE COMMISSION, IN WRITING, AS SOON AS POSSIBLE
WHEN THERE IS A CHANGE IN THE ADDRESS(ES) LISTED IN THE APPLICATION WILL
SUBJECT THE APPLICATION AND SUBSEQUENT CERTIFICATE TO CANCELLATION.

                              II. ATTORNEY OR AGENT ADDRESS

IF APPLICANT IS A NON-RESIDENT OF GEORGIA, GIVE NAME AND ADDRESS OF AN
AGENT OR ATTORNEY IN FACT IN THIS STATE UPON WHOM PROCESS MAY BE SERVED
IN ANY SUIT AGAINST APPLICANT.

                                NAME OF FIRM: CT Corporation System
ADDRESS:            Street: 1201 Peachtree Street, NE
                    City:       Atlanta             State: GA  Zip Code:   30361
Name:               Not applicable.
Tel. No.:                                 (404) 888-6488             FAX No. : (404) 888-6498


                                                  1
                                    III. ORGANIZATION

1.    TYPE OF ORGANIZATION: (CHECK ONE)
      [ ] LLC
      [ ] INDIVIDUAL
      [ ] PARTNERSHIP
      [ X] CORPORATION
      [ ] MUTUAL OR COOPERATIVE (INC./UNINC.)
      [ ] OTHER: PLEASE SPECIFY:

2.    SECRETARY OF STATE:                IF TYPE OF ORGANIZATION IS A CORPORATION
                                         OR LIMITED PARTNERSHIP, INSERT SECRETARY
                                         OF STATE'S CHARTER OR FILE IDENTIFICATION
                                         NUMBER (7 DIGITS)
                                          0 0 4 1 2 6 6

3.    IF A CORPORATION, ATTACH COPY OF CHARTER MARKED "EXHIBIT A." ALSO
      ATTACH A LIST OF ALL DIRECTORS AND PRINCIPAL STOCKHOLDERS WITH THE
      NUMBER OF SHARES HELD BY EACH MARKED "EXHIBIT B", AND GIVE NAME
      AND ADDRESSES OF THE FOLLOWING OFFICERS:

      Copies of Telseon’s Certificate of Incorporation and its Certificate of Authority to
      transact business are attached hereto as Exhibit A. A list of its officers is attached hereto
      as Exhibit B.

      PRESIDENT      Please see Exhibit B.               ADDRESS

      V. PRESIDENT                                       ADDRESS

      TREASURER                                          ADDRESS

      SECRETARY                                          ADDRESS

      STATE AND DATE OF INCORPORATION: STATE Delaware DATE December 18, 1998

4.    IF APPLICANT IS A PARTNERSHIP OR COOPERATIVE, GIVE NAMES AND
      ADDRESSES OF PARTNERS, OFFICERS OR MEMBERS.

      Not Applicable.
      ___________________________________________________________       _______
      _______________________________________________________________________ _

5.    ARE DIRECTORS, PARTNERS, OFFICERS, OR MEMBERS AFFILIATED WITH ANY
      OTHER TELECOMMUNICATIONS COMPANY?

      Yes.

IF SO, WHAT COMPANY AND HOW AFFILIATED: Not Applicable.




                                               2
                                  IV. EXISTING AUTHORITY

1. A) DOES THE APPLICANT OR ANY AFFILIATE PRESENTLY HAVE EXISTING
      CERTIFICATE AUTHORITY IN GEORGIA?
      Telseon and its affiliates do not have existing certificate authority in Georgia.


  B) IF SO, WHAT AUTHORITY:           Not Applicable.


  C) HOW LONG HAVE YOU HAD THIS AUTHORITY?                     Not Applicable.

2. A) DOES THE APPLICANT OR ANY AFFILIATE PRESENTLY HAVE CERTIFICATE
      AUTHORITY OR PENDING APPLICATIONS IN ANY OTHER STATE OR FEDERAL
      JURISDICTION(S)?
      Currently Telseon has a certificate of authority to provide telecommunications services in
      TX and WA. Telseon has applications pending in CO, DC, IL, MA, NY, PA, and VA.
      Telseon may subsequently seek authority in additional states.

  B) IF SO, ATTACH A COPY OF THE RELEVANT COMMISSION ORDER AUTHORIZING
     SUCH.
      Please see Exhibit E.

  C) STATUS OF ANY PENDING APPLICATIONS.
      The pending applications are currently under review by the various state commissions.

  D) PROVIDE A LIST AND STATUS OF ANY PREVIOUS AND PENDING STATE AND
     FEDERAL COMMISSION COMPLAINTS.
     Telseon does not have any pending commission complaints in any jurisdiction.

  E) PLEASE STATE WHETHER THE APPLICANT HAS EXPERIENCED CUSTOMER
     COMPLAINTS LODGED WITH ANY JURISDICTION'S REGULATORY AGENCY OR
     ATTORNEY GENERAL'S OFFICE, FROM ANY NUMBER OF CUSTOMERS
     REPRESENTING MORE THAN 0.5% OF ALL CUSTOMERS SERVED BY THE
     APPLICANT WITHIN SUCH JURISDICTION.
     Applicant has not experienced customer complaints lodged with any jurisdiction’s
     regulatory agency or attorney general’s office from more than 0.5 percent of all
     customers served by the Applicant in such jurisdiction.

       IF YOUR ANSWER IS IN THE AFFIRMATIVE, PLEASE STATE THE NAME
       (INCLUDING CONTACT PERSON) OF EACH REGULATORY AGENCY OR ATTORNEY
       GENERAL'S OFFICE, DESCRIBE THE NATURE OF THE COMPLAINTS, EXPLAIN
       WHETHER AND HOW SUCH COMPLAINTS HAVE BEEN RESOLVED, AND STATE
       YOUR PLANS TO PREVENT SUCH COMPLAINTS FROM OCCURRING AGAIN.
       Not Applicable.




                                                3
                                 V. AUTHORITY REQUESTED

1. CHECK ALL THAT APPLY:
      [X] RESALE OF LOCAL EXCHANGE SERVICE
      [X] NEW FACILITIES TO BE CONSTRUCTED
      [ ] ACQUISITION OF FACILITIES
      [X] PRIVATE LINE

      NOTE:     ATTACH AN AFFIDAVIT MARKED "EXHIBIT C" SHOWING EACH
                INCUMBENT LOCAL EXCHANGE COMPANY (LEC) EXCHANGE SERVICE
                AREA YOU PROPOSE TO SERVE.

2. LIST BELOW THE NAME AND MAILING ADDRESS OF ALL PARTIES WHO OPERATE
   TELEPHONE FACILITIES ADJACENT TO THOSE FOR WHICH A CERTIFICATE IS
   REQUESTED HEREIN; INCLUDE ALL PERSONS WHO WOULD BE INTERESTED IN THIS
   APPLICATION BY REASON OF THE PROXIMITY OF THE FACILITIES OR THE PROPOSED
   FACILITIES. FAILURE TO ANSWER THIS QUESTION COMPLETELY IS CAUSE FOR
   DENYING APPLICATION.

  NAME OF PERSON, FIRM OR CORPORATION ADDRESS
  Please see Exhibit D.



3. WHAT CUSTOMER CLASS(ES) DOES THE APPLICANT PROPOSE TO SERVE?
   Applicant intends to offer service to communications carriers (such as ISPs and ASPs) and
   large corporate customers.

4. IF AUTHORITY SOUGHT IS FACILITIES-BASED, ANSWER THE FOLLOWING:

  A) WHAT FACILITIES DO YOU CURRENTLY HAVE DEPLOYED IN GEORGIA?
     (PROVIDE DETAILED MAP.)
     Telseon does not currently own any facilities in Georgia.

  B) HOW ARE THESE FACILITIES CURRENTLY BEING UTILIZED? Not Applicable.

  C) WHAT FACILITIES DO YOU PROPOSE TO DEPLOY IN GEORGIA? (PROVIDE MAP
     AND DETAILED EXPLANATION.)
     Telseon intends to construct a facilities-based private line, fiber optic communications
     infrastructure. Telseon will enable this infrastructure with the latest generation of integrated
     optical networking equipment that provides access, multiplexing, switching, and transport.
     Although Telseon does not currently have specific deployment plans, Telseon will provide a
     detailed description and maps when ready to deploy facilities.




                                                 4
                           V. AUTHORITY REQUESTED (CONT’D.)

5. IF LOCAL SERVICE IS PROPOSED TO BE RENDERED IN AN INCORPORATED AREA OR
   AREAS, STATE:

 A)   NAME OF CITY(IES) PROPOSED TO BE SERVED FOR WHICH A FRANCHISE IS HELD
      (ATTACH CERTIFIED COPIES OF ALL FRANCHISES HELD UNLESS ALREADY ON FILE
      WITH THE COMMISSION).
      Telseon does not currently hold a franchise in any city.

 B)   NAME OF CITY(IES) PROPOSED TO BE SERVED FOR WHICH NO FRANCHISE IS HELD.
      See Exhibit D.

6. NAME OF MUNICIPALITY IN WHICH EXCHANGE IS LOCATED FROM WHICH TELEPHONE
     SERVICE WILL BE RENDERED BY THE PROPOSED FACILITIES.
   See Exhibit D.

7. NAME OF NEWSPAPER HAVING MOST GENERAL CIRCULATION IN SAID MUNICIPALITY.
   See Exhibit D

8. NAME OF CHIEF EXECUTIVE OFFICER OF EACH MUNICIPALITY.
   See Exhibit D.


9. IF AUTHORITY SOUGHT IS RESALE, ANSWER THE FOLLOWING:

   WHAT SPECIFIC NETWORK FUNCTIONALITIES OR TELECOMMUNICATION SERVICES
   DO YOU SEEK TO RESELL
   See Exhibit D.

10. HOURS SERVICE IS TO BE PROVIDED.
    Seven (7) days per week, twenty-four (24) hours per day.


                                     VI. FACILITIES BASED

QUESTIONS 1, 2, 3, 4 AND 5 ARE TO BE SUPPLIED ONLY BY APPLICANTS FOR
CERTIFICATES TO PURCHASE, LEASE, ACQUIRE OR OPERATE FACILITIES
CERTIFICATED BY ANOTHER PERSON.

1. NAME OF COMPANY THAT NOW HOLDS CERTIFICATE FOR FACILITIES TO BE
   ACQUIRED.

   Not Applicable.                               CERTIFICATE NO.

2. COMPLETE DESCRIPTION OF FACILITIES TO BE ACQUIRED. (PROVIDE MAPS.)
   Not applicable.




                                                5
                           VI. FACILITIES BASED (CONT’D)

3. PROPERTY TO BE ACQUIRED BY: PURCHASE [ ] LEASE [ ] OTHER [ ]
   Not applicable.

4. A) IF BY PURCHASE, GIVE PRICE AND OTHER CONSIDERATIONS.
      Not applicable.

     B) IF BY LEASE, GIVE TERMS OF LEASE (ANNUAL RENTAL, TERM, CONSIDERATION,
        ETC.)
        Not applicable.


     C) IF BY OTHER METHOD, DESCRIBE FULLY ALL ARRANGEMENTS AND
        STIPULATIONS ENTERING INTO ACQUISITION OF OWNERSHIP OR CONTROL.
        Not applicable.

5. A) IS ENTIRE PROPERTY OPERATED UNDER CERTIFICATE NOW ISSUED TO BE
      ACQUIRED: YES [ ] NO [ ]
      Not applicable.

     B) IF ANSWER TO 5(A) IS "NO", OUTLINE BELOW THE EXTENT TO BE RETAINED BY
        PRESENT CERTIFICATE HOLDER. (PROVIDE DETAILED MAP.)
        Not applicable.

     C) IF ANSWER TO 5(A) IS "NO", OUTLINE BELOW THE EXTENT TO BE ACQUIRED.
        Not applicable.

                            VII. TECHNICAL CAPABILITY

1. LIST MANAGEMENT TEAM OF THE APPLICANT AND DESCRIBE THE TECHNICAL
   QUALIFICATIONS, WHICH INCLUDE ANY RELEVANT WORK EXPERIENCE,
   EDUCATION, AND TRAINING, WHICH SUPPORT A GRANT OF AUTHORITY REQUESTED.
   See Exhibit F.


2.   DOES MANAGEMENT TEAM HAVE ANY AFFILIATION WITH ANY OTHER
     TELECOMMUNICATIONS COMPANIES? IF SO, WHAT COMPANY AND WHAT IS THE
     AFFILIATION?
     No.


3. DESCRIBE TRANSMISSION FACILITIES TO BE DEPLOYED FOR RENDERING SERVICE
   (I.E., FIBER OPTIC CABLE, COAXIAL CABLE, MICROWAVE, COPPER CABLE, RESOLD
   LEC FACILITIES...).
   See Exhibit D.

4. DESCRIBE SWITCHING FACILITIES TO BE UTILIZED FOR RENDERING SERVICE.
   See Exhibit D.




                                        6
                        VII. TECHNICAL CAPABILITY (CONT’D.)

5. WHAT TYPE OF INTERCONNECTION AND SERVICE ARRANGEMENTS IS THE
   COMPANY SEEKING OR HAS OBTAINED FROM THE INCUMBENT LEC? (INCLUDING
   BILLING ARRANGEMENTS.)
   See Exhibit D.

6. HOW DOES THE COMPANY PROPOSE TO HANDLE CUSTOMER SERVICE ORDERS,
   INQUIRIES AND COMPLAINTS
   See Exhibit D.

                             VIII. FINANCIAL CAPABILITY

1.   PROVIDE THE MOST RECENT CERTIFIED REPORT ON THE EXAMINATION OF
     FINANCIAL STATEMENTS RELATED TO THE APPLICANT'S APPLICATION.
     See Exhibit G.

2.    PROVIDE BREAKDOWN OF CURRENT YEAR OPERATING BUDGET AND PROPOSED
      NEXT YEAR'S OPERATING BUDGET:
3.    Please see Exhibit G – TRADE SECRET INFORMATION.

         MAINTENANCE          $_________________       SALARIES        $______________

         LEASES               $_________________       EQUIPMENT       $______________

         TAXES                $_________________       ANY OTHERS $______________

3.   PROVIDE CURRENT YEAR INTRASTATE GROSS REVENUES FROM SALES TO END
     USERS OF TELECOMMUNICATION SERVICES AND PROJECTED REVENUES FOR
     NEXT YEAR.
     Please see Exhibit G – TRADE SECRET INFORMATION.

4.   PROVIDE CURRENT AND PROJECTED EMPLOYMENT LEVELS FOR TOTAL
     COMPANY AND TOTAL GEORGIA OPERATIONS.
     See Exhibit G – TRADE SECRET INFORMATION.

5.    TOTAL ESTIMATED COST OF FACILITIES.
      Please see Exhibit G – TRADE SECRET INFORMATION.

6.   PROVIDE THE FOLLOWING THE FIRST 3 YEARS OF THE NEW OPERATION FOR
     WHICH APPLICANT SEEKS CERTIFICATION:
     See Exhibit G - TRADE SECRET INFORMATION.


      A) Business Plan Assumptions               E) Income Statement (Profit & Loss Statement)
      B) Expected Sales By Customer Class        F) Balance Sheet
      C) Gross Revenues and Cost of Goods Sold   G) Statement Of Cash Flow
      D) Operating Expenses




                                             7
                         VIII. FINANCIAL CAPABILITY (CONT’D.)

7.    A)    IS APPLICANT PRESENTLY INVOLVED IN ANY LITIGATION OR PROCEEDINGS
            WHICH MAY IMPACT THE CURRENT FINANCIAL VIABILITY OF THE APPLICANT?
             No.

      B)    IF SO, DESCRIBE AND PROVIDE APPROPRIATE DOCUMENTS. Not Applicable.

8.          WITH RESPECT TO ANY PENDING OR THREATENED LITIGATION AND ACTUAL
            OR POSSIBLE CLAIMS AND ASSESSMENTS, PROVIDE INFORMATION RELEVANT
            TO THE FOLLOWING:

      A)    THE PERIOD IN WHICH THE UNDERLYING CAUSE OF THE PENDING OR
            THREATENED LITIGATION OR OF THE ACTUAL OR POSSIBLE CLAIM OR
            ASSESSMENT OCCURRED. Not Applicable.

      B)    THE JURISDICTION AND NATURE OF THE PENDING OR THREATENED
            LITIGATION, CLAIM OR ASSESSMENT, AND THE ADVERSE PARTIES.
            Not Applicable.
      C)    THE AMOUNT OR RANGE CLAIMED BY THE ADVERSE PARTY(IES) (BREAK
            DOWN IN CATEGORIES - E.G., CONTRACTUAL CLAIMS, OTHER DAMAGES,
            ATTORNEY FEES, ETC.). Not Applicable.

      D)    WHETHER AN ESTIMATED LOSS FROM A LOSS CONTINGENCY HAS BEEN
            ACCRUED BY A CHARGE TO INCOME, AND IF SO, IN WHAT AMOUNT.
            Not Applicable.
9.          PLEASE STATE WHETHER THE APPLICANT, ITS OFFICERS, OR ITS DIRECTORS
            HAVE DECLARED BANKRUPTCY, OR HAD ANY JUDGMENT RENDERED AGAINST
            IT OR AGAINST THEM, DUE TO FINANCIAL CLAIMS RAISED IN CIVIL
            LITIGATION, PROCEEDINGS RELATED TO FINANCIAL CRIMES, AND IF SO, STATE
            WHEN, FOR WHAT CLAIM(S), IN WHAT JURISDICTIONS(S), IN WHAT TOTAL
            AMOUNT(S), AND THE AMOUNT(S), COSTS, FINES, OR OTHER PENALTIES
            ACTUALLY PAID TO DATE FOR EACH.
            Neither the applicant, nor its officers, nor its directors have declared bankruptcy, or
            had any judgement rendered against it or them, due to any of the aforementioned
            causes.

10.   WITH RESPECT TO THE APPLICANT'S ABILITY TO CONTINUE AS A GOING CONCERN
      FOR A REASONABLE PERIOD OF TIME, PROVIDE INFORMATION EXPLAINING ANY OF
      THE FOLLOWING CONDITIONS OR EVENTS:

      A)    RECURRING OPERATING LOSSES Not applicable.

      B)    WORKING CAPITAL DEFICIENCIES Not Applicable.

      C)    NEGATIVE CASH FLOWS FROM OPERATING ACTIVITIES Not Applicable.




                                           8
                     VIII. FINANCIAL CAPABILITY (CONT’D.)

      D)    DENIAL OF CREDIT FROM SUPPLIERS Not Applicable.

      E)    RESTRUCTURING OF DEBT Not Applicable.

      F)    NEED TO DISPOSE OF SUBSTANTIAL ASSETS Not Applicable.

      G)    SUBSTANTIAL DEPENDENCE ON THE SUCCESS OF A PARTICULAR PROJECT
            Not Applicable.

      H)    UNECONOMIC LONG-TERM COMMITMENTS Not Applicable.

      I)    NEED TO SIGNIFICANTLY REVISE OPERATIONS Not Applicable.

      J)    LEGAL PROCEEDINGS, LEGISLATION OR SIMILAR MATTERS THAT COULD
            ADVERSELY AFFECT THE APPLICANT'S TELECOMMUNICATIONS BUSINESS
            OR JEOPARDIZE THE APPLICANT'S ABILITY TO OPERATE.
            Not Applicable.

      K)    LOSS OF A KEY FRANCHISE OR CERTIFICATE OF AUTHORITY Not Applicable.

      L)    LOSS OF A PRINCIPAL CUSTOMER OR SUPPLIER Not Applicable.

      M)    UNINSURED OR UNDERINSURED CATASTROPHE Not Applicable.

11.   IF APPLICANT IDENTIFIED ANY OF THE CONDITIONS, SITUATIONS, OR
      CIRCUMSTANCES LISTED IN THE PRECEDING QUESTION, PROVIDE THE APPLICANT'S
       PLANS FOR DEALING WITH THE ADVERSE EFFECTS OF THE CONDITIONS,
      SITUATIONS, OR CIRCUMSTANCES. INCLUDE THE PLANS RELATING TO THE
      FOLLOWING:

      A)    PLANS TO DISPOSE OF ASSETS Not Applicable.

      B)    PLANS TO BORROW MONEY OR RESTRUCTURE DEBT Not Applicable.

      C)    PLANS TO REDUCE OR DELAY EXPENDITURES Not Applicable.

      D)    PLANS TO INCREASE OWNERSHIP EQUITY Not Applicable.




                                      9
                                      IX. AGREEMENT

OFFICER OR ATTORNEY/AGENT:

NAME          ________________________________________________________________________

ADDRESS:      STREET ________________________________________________________________

              CITY                        STATE/ZIP

              TEL. No.

THIS APPLICANT AGREES TO ABIDE BY ALL APPLICABLE LAWS UNDER THE OFFICIAL
CODE OF GEORGIA ANNOTATED, ALL APPLICABLE RULES AND REGULATIONS OF THE
COMMISSION AND FINDINGS, CONCLUSIONS, TERMS AND CONDITIONS SET FORTH IN
PERTINENT COMMISSION ORDERS.

UNDER PENALTIES OF PERJURY, I DECLARE AND AFFIRM THAT THE STATEMENTS
MADE IN THE FOREGOING APPLICATION, INCLUDING ACCOMPANYING STATEMENTS
AND ATTACHMENTS ARE TRUE, COMPLETE AND CORRECT. I UNDERSTAND THAT
ANY FALSE ORE MISLEADING INFORMATION, IN OR IN CONNECTION WITH MY
APPLICATION MAY BE CAUSE FOR DENIAL OR LOSS OF CERTIFICATE.



                                           (SIGNATURE)



                                           (DATE)




SUBSCRIBED AND SWORN BEFORE
ME THIS ____ DAY OF _________, 2000



___________________ __________________
          (NOTARY PUBLIC)
                                                                    SEAL
STATE OF _____________

_______________________COUNTY



PERSONALLY APPEARED BEFORE THE UNDERSIGNED, AN OFFICER DULY AUTHORIZED
TO ADMINISTER OATHS, ___________________________, WHO FIRST BEING DULY SWORN,
DEPOSES AND SAYS THAT HE/SHE IS ________________________________ APPLICANT IN
THIS APPLICATION; THAT HE/SHE HAS READ THE SAME AND KNOWS THE CONTENTS
THEREOF, AND THAT THE STATEMENTS MADE HEREIN ARE TRUE TO THE BEST OF HIS
KNOWLEDGE AND BELIEF.


                                              ______________________________
                                                (SIGNATURE OF AFFIANT)


SUBSCRIBED AND SWORN BEFORE ME
THIS ____ DAY OF _________, 2000




______________________________________
(NOTARY PUBLIC)                                                    (SEAL)



(*) IF THE APPLICANT IS A CORPORATION, INSERT "PRESIDENT OF THE" OR "SECRETARY
OF THE". IF A FIRM OR PARTNERSHIP, INSERT "ONE OF THE GENERAL PARTNERS OF
THE" OR "MANAGING PARTNER OF THE".
                                       CERTIFICATE OF SERVICE

I hereby certify that I have this day served a copy of           Telseon Carrier Services, Inc.’s
                                                                             (Company's Name)
               CLEC                          application upon the Consumers' Utility Counsel, 2 Martin
(insert type of Application. See * below.)

Luther King Jr. Drive, East Tower, Suite 356, Atlanta, Georgia 30334, by mailing such copy
by first class mail, postage prepaid.
Dated at       3000 K Street, N.W., Washington, DC 20007
          (Applicant's Address)

this 14th day of November, 2000.


                                                         (Applicant's Signature)


                                                          Swidler Berlin Shereff Friedman, LLP for
                                                          Telseon Carrier Services, Inc.



*Insert in this space one of the following types of application:

ADAD                C         (Automatic Dialing and Answering Devices)
AOS                 C         (Intrastate Interexchange Alternate Operator Services)
CLEC                C         (Competitive Local Exchange Services)
PSP                 C         (Payphone Service Provider)
ITS                 C         (Institutional Telecommunication Services)
LEC                 C         (Competitive Local Exchange Telecommunications Services)
OCC                 C         (Certificate to Construct or Operate Telephone Line, Plant or System)
RESELL              C         (Resell Interexchange Telecommunications Services)
TSOE                C         (Telephone Service Observing Equipment)
                                                        X. AFFIDAVIT

The Applicant hereby acknowledges that participation and compliance with the Universal Access Fund (UAF) requirements
Developed by the Georgia Public Service Commission, as mandated in the Telecommunications and Competition Act of
1995 (O.C.G.A. ' 46-5-160 and O.C.G.A. ' 46-5-167), will be complied with.

That Applicant further acknowledges that compliance with the requirements of the UAF is necessary to receive and maintain
an active Certificate of Authority as an Inter-Exchange Company telephone service provider in Georgia.

The Applicant also agrees to file quarterly reports (for quarters subsequent to the effective date of certification including any
Portion of the quarter when certificated), in conformance with the instructions attached hereto with the full understanding that
Not to do so may result in revocation of this same certificate. This attested to by signature below of proper authorized
Company official.

Finally, this document must be notarized and returned to the Commission Staff prior to certification.



(COMPANY)



(SIGNATURE)


________________________________________
(TITLE)



(DATE)


SUBSCRIBED AND SWORN BEFORE ME
THIS ____ DAY OF _________, 2000




______________________________________
(NOTARY PUBLIC)
                              List of Exhibits

Exhibit A   Certificate of Incorporation and Certificate of Authority to Transact
            Business

Exhibit B   List of Officers and Directors

Exhibit C   Incumbent Local Exchange Company Exchange Service Areas Proposed
            to be Served

Exhibit D   Responses to Application

Exhibit E   Certifications

Exhibit F   Managerial and Technical Qualifications

Exhibit G   Financial Qualifications and Additional Responses to Application- TRADE
            SECRET PROTECTED INFORMATION PURSUANT TO GA.
            COMP. R. & REGS. r. 515-3-1.11

Exhibit H   Proposed Local Exchange Services Tariff
                EXHIBIT A

       Certificate of Incorporation and
Certificate of Authority to Transact Business
        EXHIBIT B


List of Officers and Directors
                        List of Officers and Directors

Officers:

John Kane, Chief Executive Officer
Steven Russell, Founder and President
Mick Seaman, Chief Technology Officer
Mike McHale, Chief Operating Officer
Christopher Gopal, Vice President Information & Services
Sean Whelan, Vice President, Strategic Alliances
Kelly Enos, Chief Financial Officer

Directors:

Jennifer Gill Roberts, Director
Rich Shapero, Director
George Tronsrue, Director
                      EXHIBIT C

Incumbent Local Exchange Company Exchange Service Areas
                  Proposed to be Served
                 BellSouth Telecommunications, Inc. Exchange List

Acworth             Fort Valley             Richland
Adairsville         Franklin                Rockmart
Albany              Gainesville             Rome
Alpharetta          Gay                     Roopville
Americus            Gibson                  Rossville
Appling             Grantville              Roswell
Arlington           Greensboro              Royston
Athens              Greenville              Rutledge
Atlanta             Griffin                 Sandersville-
Augusta             Hamilton                Tennille
Austell             Hampton                 Sardis
Baconton            Harlem                  Savannah
Bainbridge          Hazelhurst              Senoia
Barnesville         Hephzibah               Smithville
Baxley              Hogansville             Smyrna
Blackshear          Jackson                 Social Circle
Bogart-Statham      Jekyll Island           Sparks
Bowdon              Jesup                   Sparta
Bremen              Johnson Corner          St. Simons Island
Brunswick           Jonesboro               Stockbridge
Buchanan            Kingston                Stone Mountain
Buford              LaGrange                Swainsboro
Calhoun             Lake Park               Sylvester
Camilla             Lawrenceville           Tallapoosa
Carrollton          Leary                   Temple
Cartersville        Leesburg                Tennga
Cave Spring         Lithonia                Thomasville
Cedartown           Loganville              Thomson
Chamblee            Louisville              Tifton
Claxton             Lula                    Tucker
Clermont            Lumber City             Valdosta
Cochran             Lumpkin                 Vidalia
Colquitt            Luthersville            Villa Rica
Concord             Lyons                   Wadley
Conyers             Macon                   Warner Robins
Cordele             Madison                 Warrenton
Covington           Marietta                Watkinisville
Cumming             McCaysville             Waycross
Cusseta             McDonough               Waynesboro
Dallas              Millen                  Woodbury
Douglasville        Monticello              Woodstock
Dublin              Newnan                  Wrens
Duluth              Newton                  Wrightsville
Eastman             Norcross                Zebulon
Eatonton            Palmetto
Elberton            Panola
Fairburn            Pelham
Fayetteville        Pine Mountain
Flowery Branch      Pooler
Forsyth             Powder Springs
                           ALLTEL Exchange List

Abbeville            Hahira               Ray City
Adel                 Homer                Rebecca
Alamo                Homerville           Reidsville
Alapaha              Ideal                Reynoldsvile
Ashburn              Ila                  Rincon
Barwick              Iron City            Rochelle
Berlin               Irwinville           Rhine
Bluffton             Jacksonville         Sasser
Boxton               Jakin                Shelman
Braselton            Jasper               Springfield
Broxton              Jefferson            Screven
Buena Vista          Jeffersonville       Summerville
Byromville           Kensington           St. George
Byron                Lafayette            Sylvania
Cairo                Lakeland             Toccoa
Calvary-Reno         Lake Sinclair        Thomaston
Carlton              Lavonia              Trion
Carnesville          Ludowici             Tunnell Hill
Canton               Lyerly               Unadilla
Centerville          McRae                Union Point
Chatsworth           Manchester           Uvalda
Clayton              Marshallville        Villanow
Cohutta              Maxeys               Warm Springs
Colbert              Maysville            White Plains
Collins              Meigs                Winder
Comer                Menlo                Winterville
Commerce             Milan                Woodland
Coolidge             Milledgeville        Yatesville
Crawford-Lexington   Monroe
Cuthbert             Montezuma
Dalton               Montrose
Danville             Morgan
Dawson               Morven
Doe Run              Moultrie
Donalsonville        Mt. City Dillard
Douglas              Mt. Vernon
Eastanolle           Nashville
Edison               Nicholson
Ellaville            Noble
Enigma               Norman Park
Fargo                Ocilla
Fitzgerald           Odum
Folkston             Parrott
Ft. Gaines           Pavo
Funston              Pendergras
Danielsville         Perry
Glenville            Pineview
Glenwood             Pitts
Gray                 Preston
Haddock              Quitman
                                    AFFIDAVIT

The Applicant agrees to provide local telecommunication services in conformance with
The existing exchange boundary maps of the incumbent Local Exchange Companies as
Approved by the Public Service Commission.

INCUMBENT LOCAL EXCHANGE COMPANY(IES) See Exhibit C
(Incumbent Local Exchange Serving Areas)
______________________________________________________________________

EXCHANGE(S):
____________ ____________         ____________     ____________     ____________
____________ ____________         ____________     ____________     ____________
____________ ____________         ____________     ____________     ____________
____________ ____________         ____________     ____________     ____________
____________ ____________         ____________     ____________     ____________
____________ ____________         ____________     ____________     ____________
____________ ____________         ____________     ____________     ____________
____________ ____________         ____________     ____________     ____________
____________ ____________         ____________     ____________     ____________
____________ ____________         ____________     ____________     ____________
____________ ____________         ____________     ____________     ____________
____________ ____________         ____________     ____________     ____________
____________ ____________         ____________     ____________     ____________
____________ ____________         ____________     ____________     ____________




                                                  (COMPANY) Swidler Berlin
                                                  Shereff Friedman, LLP for
                                                  Applicant Teleson Carrier Services,
                                                  Inc.

                                                  ___________________________
                                                  (SIGNATURE)


SUBSCRIBED AND SWORN BEFORE
ME THIS ___ DAY OF ____________,
2000.
_______________________________________                                 (SEAL)
           (NOTARY PUBLIC)
      EXHIBIT D

Responses to Application
                               Responses to Application Section V

Question 2:    LIST BELOW NAME AND MAILING ADDRESS OF ALL PARTIES
               WHO OPERATE TELEPHONE FACILITIES ADJACENT TO THOSE
               FOR WHICH A CERTIFICATE IS REQUESTED HEREIN; INCLUDE
               ALL PERSONS WHO WOULD BE INTERESTED IN THIS
               APPLICATION BY REASON OF THE PROXIMITY OF THE
               FACILITIES OR THE PROPOSED FACILITIES. FAILURE TO
               ANSWER THIS QUESTION COMPLETELY IS CAUSE FOR DENYING
               APPLICATION.

        Telseon plans to provide the proposed telecommunications services to communications
carriers and large corporate and government customers throughout the State of Georgia. Telseon
seeks authority to provide local exchange services in the areas served by BellSouth and ALLTEL.

BellSouth’s contact information:                            ALLTEL’s contact information:

       Mr. Fred McCollum                                    Mr. Stephen B. Rowell
       BellSouth Telecommunications, Inc.                   ALLTEL Communications, Inc.
       125 Perimeter Center West                            One Allied Drive
       Room 376                                             Little Rock, Arkansas 72202
       Atlanta, GA 30346                                    (501) 905-8460
       (404) 391-2450

Other potentially interested parties include:

Suzanne Ockleberry             Tony Key                            Martha McMillin, Esq.
AT&T                           Sprint Communications Co, LLP       MCIWorldCom
1200 Peachtree Street, N.E.    3100 Cumberland Circle              780 Johnson Ferry Road
Suite 8000                     Atlanta, GA 30342                   Atlanta, GA 30309
Atlanta, GA 30339

John Silk
Georgia Telephone Association
1900 Century Boulevard
Suite 8
Atlanta, GA 30345

Question 5:    NAME OF CITY(IES) PROPOSED TO BE SERVED FOR WHICH NO
               FRANCHISE IS HELD.

       Telseon currently does not hold any franchises in the State of Georgia. Telseon intends to
obtain such franchises where required, as it plans to provide facilities-based and resold local
exchange telecommunications services from all exchanges and in all municipalities currently served
by BellSouth and ALLTEL. Currently Telseon plans to provide services in the city of Atlanta.
                         Responses to Application Section V (Cont’d.)

Question 6:    NAME OF MUNICIPALITY IN WHICH EXCHANGE IS LOCATED
               FROM WHICH TELEPHONE SERVICE WILL BE RENDERED BY THE
               PROPOSED FACILITIES.
       Telseon plans to provide facilities-based and resold local exchange telecommunications
services from all exchanges and in all municipalities currently served by BellSouth and ALLTEL.

Question 7:    NAME OF NEWSPAPER HAVING MOST GENERAL CIRCULATION IN
               SAID MUNICIPALITY.

       The newspapers having the largest general circulation in the above-referenced municipalities
are the Albany Herald, Atlanta Journal-Constitution, Augusta Chronicle, Columbus Ledger
Enquirer, Macon Telegraph and the Savannah Morning News.

(Dalton) Daily Citizen News                      Athens Banner Herald
Legal Ads                                        Classifieds/Advertising
308 South Thornton                               One Press Place
P.O. Box 1167                                    P.O. Box 912
Dalton, GA 30722-1167                            Athens, GA 30603-0912
706-278-1011                                     706-549-0123

The Albany Herald                                Fulton County Daily Reporter
Legal Classifieds                                Legal Notices
126 N. Washington St.                            190 Pryor Street, S.W.
P.O. Box 48                                      Atlanta, GA 30303
Albany, GA 31701                                 404-521-1227
912-888-9300
                                                 Columbus Ledger Enquirer
Atlanta Journal Constitution                     Classified Dept.
Legal Advertising                                17 West 12 Street
72 Marietta St.                                  P.O. Box 711
P.O. Box 4689                                    Columbus, GA 31902-0711
Atlanta, GA 30302                                706-324-5526
406-526-5151
                                                 The Macon Telegraph
Savannah News-Press                              Legal Advertising
Classified Dept.                                 120 Broadway
111 West Bay Street                              P.O. Box 4167
P.O. Box 1088                                    Macon, GA 31213-4199
Savannah, GA 31402                               912-744-4200
912-236-9511
                                                 The Valdosta Daily Times
The Augusta Chronicle                            Legal Advertising
Legal Ads Dept.                                  201 N. Troup Street
725 Broad Street                                 P.O. Box 968
P.O. Box 1928                                    Valdosta, GA 31603
Augusta, GA 30903                                912-244-1880
706-724-0851
Question 8: NAME OF THE CHIEF EXECUTIVE OFFICER OF EACH
MUNICIPALITY.

                               LIST OF MUNICIPAL CEOS

CITY OF ALBANY                              CITY OF DALTON
Hon. Mayor Tommy Coleman                    Hon. Mayor James Middleton
P.O. Box 447                                P.O. Box 1205
Albany, GA 31702                            Dalton, GA 30722-1205

CITY OF ATHENS                              CITY OF MACON
Hon. Mayor Gwen O’Looney                    Hon. Mayor Jim Marshall
P.O. Box 1868                               P.O. Box 247
Athens, GA 30603-1868                       Macon, GA 31202-0247

CITY OF ATLANTA                             CITY OF SAVANNAH
Hon. Mayor Bill Campbell                    Hon. Mayor Floyd Adams, Jr.
55 Trinity Avenue, S.W.                     P.O. Box 1027
Atlanta, GA 30325                           Savannah, GA 31402

CITY OF AUGUSTA                             CITY OF VALDOSTA
Hon. Mayor Larry E. Sconyers                Hon. Mayor James Rainwater
Municipal Building                          P.O. Box 1125
Room 806                                    Valdosta, GA 31603-1125
Augusta, GA 30911

CITY OF COLUMBUS
Hon. Mayor Bobby G. Peters
P.O. Box 1340
Columbus, GA 31902
                             Responses to Application Section VII


Question 3:    DESCRIBE TRANSMISSION FACILITIES TO BE DEPLOYED FOR
               RENDERING SERVICE (I.E. FIBER OPTIC CABLE, COAXIAL CABLE,
               MICROWAVE, COPPER CABLE, RESOLD LEC FACILITIES).

        Telseon intends to construct a facilities-based dedicated and private line, fiber optic
communications infrastructure. Telseon will enable this infrastructure with the latest generation
of integrated optical networking equipment that provides access, multiplexing, switching, and
transport. When Telseon is prepared to deploy facilities, Telseon will notify the Commission
promptly.

Question 4:    DESCRIBE SWITCHING FACILITIES TO BE UTILIZED FOR
               RENDERING SERVICE.

        When the Applicant determines the precise switching facilities to be utilized for rendering
service in George, Telseon will provide the Commission with that information.

Question 5:    WHAT TYPE OF INTERCONNECTION AND SERVICE
               ARRANGEMENTS IS THE COMPANY SEEKING OR HAS OBTAINED
               FROM THE INCUMBENT LEC? (INCLUDING BILLING
               ARRANGEMENTS.)

       Telseon intends to negotiate a comprehensive interconnection agreement with BellSouth,
and/or other certificated local exchange carriers in Georgia. The specific terms of such
agreement are as yet unknown to Telseon. Telseon will provide this information once it becomes
available.

Question 6: HOW DOES THE COMPANY PROPOSE TO HANDLE CUSTOMER
            SERVICE ORDERS, INQUIRIES AND COMPLAINTS?

     Telseon will maintain a toll-free, customer service number that customers may call to place
service orders or to register service, billing and repair complaints. Telseon’s toll free number is
1-888-842-6272. Customers may also send written inquiries and complaints to Telseon at the
address listed in Section 1 of this Application. Telseon views customer satisfaction as critical to
its success in the competitive market place and will address all service, billing and repair
complaints and inquiries promptly.
EXHIBIT E

Certifications
             EXHIBIT F

Managerial and Technical Qualifications
                MANAGERIAL AND TECHNICAL QUALIFICATIONS OF
                      TELSEON CARRIER SERVICES, INC.

John Kane, Chief Executive Officer

Mr. John Kane has more than 25 years of experience in the competitive communications industry.
Mr. Kane was the former President and Chief Operating Officer of ICG Communications, Inc.,
where he developed and directed data strategy and the company’s rapid nationwide rollout, and was
instrumental in the deployment of a national fiber-optic and switching network. Mr. Kane has also
served as an Executive Vice President of WCT Communications, Inc., which was later acquired by
Frontier Communications, Inc.

Dr. Steven Russell, Ph.D, President

Dr. Steven Russell has 20 years experience in networking and communications. Dr. Russell earned
his Ph.D. from Stanford in Electrical Engineering. He began his career as a consultant with SRI
International and with a small satellite communications consulting firm. In 1979, he cofounded an
early satellite communications carrier, Equatorial Communications, which was later sold to
Continental Telephone. In 1980, he was one of three founders of Vitalink Communications. Vitalink
was originally a satellite-based carrier that migrated into a data-networking manufacturer. Dr. Russell
served as its Vice President of Engineering. Vitalink went public in 1986. In 1992, Dr. Russell joined
3Com where he served as Vice President of Engineering for the router division and as Vice President
and General Manager of two divisions manufacturing network access equipment. 3Com is a Fortune
500 Company. He left 3Com in 1998 to return to his entrepreneurial roots as an entrepreneur-in-
residence with Crosspoint Venture Partners and with Sevin Rosen Funds. In December 1998, he co-
founded Telseon Inc. where he serves as President and Chairman of the Board. Dr. Russell has four
patents granted in the field of data networking and satellite communication systems design. Dr.
Russell has an additional four patents under application.

Mick Seaman, Chief Technology Officer

Mr. Michael Seaman has over 20 years experience in networking and communications. Mr. Seaman
earned his Masters degree from Cambridge University in Physics and Theoretical Physics. He began
his career at Acorn Computers, in Cambridge, England. In 1985, he joined BICC Data Networks
where he was responsible for cross-product technical review and strategy. In 1987, he joined Digital
Equipment Corporation where he led the initial and advanced product development for the DECNIS
500 and 600 high performance routers. In 1991, he joined 3Com where he was most recently the
Vice President and Chief Technical Officer of 3Com Enterprise Systems, a multi-divisional business
unit with revenues in excess of $2 Billion. In 1999, he joined Telseon as a cofounder where he serves
as Chief Technology Officer. Mr. Seaman has 20 patents granted to date in the field of computer data
networking covering both hardware system and protocol design. Mr. Seaman has an additional five
patents under application. He chairs the IEEE 802.1 Interworking Task Group, which is responsible
for LAN switching standards and is a member of the IEEE Registration Authority Committee.
Sean Whelan, Vice President, Strategic Alliances

Mr. Sean Whelan has 13 years experience in the communications industry. Mr. Whelan started his
communication experience with EDS, a pioneer in the bandwidth trading industry, which is estimated to
be worth $9 billion today. In addition, Mr. Whelan has held strategic pricing, product development, and
planning positions at Sprint Communications. While at Sprint, Mr. Whelan was responsible for
nationwide business development efforts and held senior sales management positions at the company.
Mr. Whelan was also founded RateXchange, a B2B bandwidth-trading company, which is now publicly
traded.
                                       EXHIBIT G

                                Financial Qualifications

                  (TRADE SECRET PROTECTED INFORMATION
                PURSUANT TO GA. COMP. R. & REGS. r. 515-3-1.11)

        Telseon Carrier Services, Inc. will rely on the financial resources of its corporate
parent, Telseon, Inc. Attached as Exhibit G are the financial statements of Telseon, Inc.
                          Responses to Application Section VII

Question 2:    Provide breakdown of current year operating budget and proposed next year’s
               operating budget.

               MAINTENANCE $______________ SALARIES   $___________
               LEASES      $______________ EQUIPMENT $___________
               TAXES       $______________ ANY OTHERS $___________

               Please see attached Financial Information.

Question 3:    Provide current year intrastate gross revenues from sales to end users of
               telecommunications services and projected revenues for next year.

               Please see attached Financial Information.

Question 4.     Provide current and projected employment levels for total company and
               total Georgia operations. Telseon has not yet determined the number of
               employees that will be hired for its Georgia operations; however, existing
               employees will be responsible for operations within the state of Georgia.

                Year                    2000             2001             2002

                Enterprise (estimated)185                TBD              TBD

                Georgia(see above) 0                     0                0


Question 6:    Provide the following the first three (3) years of the new operation for
               which Applicant seeks certification.

       A) Business Plan Assumptions             E) Income Statement (Profit & Loss Statement)
       B) Expected Sales By Customer Class      F) Balance Sheet
       C) Gross Revenues and Cost of Goods Sold G) Statement Of Cash Flow
       D) Operating Expenses


                       Please see attached Financial Information.
                         EXHIBIT H

            Proposed Local Exchange Services Tariff




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