PK Ventures, Inc. and Subsidiaries, et al. - Page 21

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          Pipeline Transport Co. (TPTC)–-included handling cash management            
          functions, payroll, insurance and risk management functions,                
          customer relations, and marketing.                                          
               During 1990, 1991, 1992, and 1993, PK Ventures operated as a           
          C corporation, used the accrual method of accounting, and was the           
          holding company for SLPC, TBPC, TPC, and TPTC.  During 1991,                
          1992, and 1993, PK Ventures and its subsidiaries employed                   
          approximately 20 people.  Neither PK Ventures nor any of its                
          subsidiaries paid any dividends to their shareholders from 1986             
          through 1993.                                                               
               D.  PKVI LP                                                            
               On September 15, 1986, Rose, as sole director of                       
          PK Ventures, adopted a resolution that PK Ventures, Rose, and               
          Herbert Patrick (Patrick), as general partners, would form                  
          PKVI LP for the purposes of acquiring, owning, leasing, holding,            
          operating, maintaining, mortgaging, and disposing of                        
          hydroelectric, cogeneration, and other energy projects.  PKVI LP            
          was subsequently organized as a Delaware limited partnership.               
          Rose was responsible for organizing PKVI LP as part of his duties           
          to develop investment opportunities for Printon Kane.  Sometime             
          before Rose organized PKVI LP, Rose and Printon Kane’s management           
          had agreed that he would receive an equity interest in PKVI LP as           
          part of his compensation for arranging this investment                      
          opportunity for the firm.                                                   






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