Charlotte's Office Boutique, Inc. - Page 5

                                         -5-                                          
          and one of its two directors.  Mr. Odell is petitioner’s other              
          director and its secretary.                                                 
               Petitioner’s business is the former sales business of a sole           
          proprietorship that Ms. Odell started in 1989.  That former                 
          business sold to the Federal Government (primarily United States            
          Postal Service) office supplies and equipment (collectively,                
          office supplies).  Petitioner is the corporation that was formed            
          on January 3, 1995, when Ms. Odell incorporated that former                 
          business.  In connection with the incorporation, Ms. Odell’s sole           
          proprietorship conveyed to petitioner an ownership interest in              
          certain assets (mainly bank accounts and inventory).  Ms. Odell             
          purportedly did not convey to petitioner an ownership interest in           
          a customer list used in the former business.  The customer list             
          contains the names and addresses of more than 6,000 Federal                 
          agencies in the United States.  Ms. Odell also purportedly did              
          not convey to petitioner an ownership interest in contracts under           
          which the former business’s customers had agreed with Ms. Odell,            
          in her capacity as the former business’s sole proprietor, to                
          purchase certain merchandise from the sole proprietorship.  Ms.             
          Odell ostensibly allowed petitioner to use the customer list and            
          to assume the income and liabilities under the contracts in                 
          exchange for petitioner’s payment to her of royalties ascertained           
          on the basis of petitioner’s sales.                                         








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Last modified: May 25, 2011