Albert J. Miller - Page 6

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          allegedly unknown to petitioner.  A-Alpha was a holding company             
          which owned both U.S. and Hong Kong corporations.6                          
               In the United States, A-Alpha had direct and indirect                  
          subsidiaries capable of performing research and development work,           
          ESC and Ferrite Manufacturing Co. (Ferrite).  ESC, Ferrite, or              


               6  Alphatronics Mfg. Ltd. (Alpha Mfg.), a Hong Kong                    
          corporation, was a wholly owned subsidiary of A-Alphatronics (A-            
          Alpha).  Petitioner was a director of Alpha Mfg. from Apr. 4,               
          1976.  Alphanetics Co. Ltd. (Alphanet), a Hong Kong limited                 
          liability company, was a wholly owned subsidiary of A-Alpha.                
          Petitioner was a director of Alphanet from Jan. 25, 1975.  On               
          Mar. 31, 1981, Alphanet was sold to Atlas Indus. Ltd. (Atlas).              
          Alphanet had three subsidiaries, Alphanetics Mfg. Co. Ltd.                  
          (Alphanet Co.), a Hong Kong limited liability corporation,                  
          Alphanetics Mfg. (Alphanet Mfg.), a California corporation, and             
          Ferrite Mfg. Corp. (Ferrite), a California corporation.                     
          Petitioner was a director of Alphanet Co., and a secretary of               
          Ferrite.  Data Magnetics Ltd. (Data), a Hong Kong limited                   
          liability company, was a wholly owned subsidiary of A-Alpha; on             
          Nov. 28, 1978, Hong Kong Shanghai Bank sold assets of Data to A-            
          Alpha.  Ferromagnetics Corp. (Ferro), a Nevada corporation, was a           
          wholly owned subsidiary of Data acquired on Apr. 23, 1979.  Data            
          Magnetics Corp. (Data Corp.), a California corporation, was a               
          wholly owned subsidiary of Data.  Petitioner was Data Corp.'s               
          secretary.  Administronics, Inc. (Admin), a California                      
          corporation, was wholly owned by A-Alpha; it was never active.              
          Intermart International, Inc. (Intermart), a California                     
          corporation, was wholly owned by Data.  On June 28, 1979, it                
          changed its name to A-Alphatronics International, Inc. (A-Alpha             
          Intl.).  Petitioner was a director for all relevant periods.                
          National Elec. Corp., a California corporation, was a wholly                
          owned subsidiary of A-Alpha, which was merged into Intermart on             
          Dec. 31, 1977.  Atlas Indus. (Atlas) was a publicly traded Hong             
          Kong limited liability company.  After reorganization, A-Alpha              
          owned 49.85 percent of Atlas.  Petitioner was chairman of the               
          board of Atlas after 1980.  Atlas Electronics International, Inc.           
          (Atlas Intl.), a California corporation, was a wholly owned                 
          subsidiary of Atlas; it was formed on Apr., 19, 1980, and was               
          inactive during the years in issue.  Atlas Elec. Corp. (Atlas               
          Elec.) was a wholly owned subsidiary of Atlas and was inactive in           
          the years in issue (no statements or allegations were made as to            
          where Atlas Elec. was incorporated).                                        




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