Pan American Foods, Inc. - Page 5

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               According to records maintained for the years in issue by              
          U.S. Customs and by the U.S. Patent and Trademark Office, Gamesa,           
          not petitioner, was the registered owner of the “g” trademark in            
          the United States.                                                          
               During the years in issue, purportedly pursuant to a                   
          licensing agreement between petitioner and Cremin with respect to           
          the “g” trademark, petitioner transferred funds to Cremin as                
          follows:                                                                    

                                             Funds Transferred                        
                    Taxable Year             to Cremin                                
                    1988                $  589,462                                    
                       1989            761,506                                       
                       1990                       681,601                            
                       1991                    261,057                               
                              Total     $2,293,626                                    
                                                                                     
               The funds transferred by petitioner to Cremin were                     
          periodically deposited into Cremin’s bank account with Citibank             
          International (Citibank) in Houston, Texas, by Rodolfo de la                
          Garza (de la Garza), Cremin’s only employee.  De la Garza also              
          periodically served on petitioner’s and on Gamesa’s boards of               
          directors.                                                                  
               Most funds withdrawn from Cremin’s bank account during the             
          years in issue were transferred to Rubbik.  Gamesa apparently did           
          not receive any of the above funds that petitioner transferred to           
          Cremin.                                                                     
               During the years in issue, petitioner also transferred funds           
          to Rubbik as follows:                                                       




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