PK Ventures, Inc. and Subsidiaries, et al. - Page 80

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          TBPC, TPC, and TPTC each prepared separate financial statements.            
          Beginning in 1990 and continuing through 1993, PK Ventures, SLPC,           
          TBPC, TPC, and TPTC prepared consolidated financial statements.             
          These consolidated financial statements will be referred to as              
          PKV&S’s consolidated financial statements.  Any references to               
          PK Ventures in this Opinion should not be construed to include              
          its subsidiaries.                                                           
          Rose’s Initial Receipt of an Equity Interest in PK Ventures                 
               On or about August 19, 1987, PK Ventures adopted a                     
          resolution to amend its Certificate of Incorporation to increase            
          the number of shares of stock that it was authorized to issue               
          from 1,000 to 20,000.  In connection with this amendment, the               
          150 shares of PK Ventures stock owned by Parker and the 36 shares           
          of PK Ventures stock owned by Cerosky were redeemed by                      
          PK Ventures at a price of $0.50 per share.  Also in connection              
          with this amendment, Rose and the PK Ventures shareholders were             
          given the opportunity to purchase 9,186 shares of PK Ventures               
          stock at a price of $0.05 per share.  As a result of these                  
          transactions, the stock of PK Ventures was owned in the following           
          proportions as of August 19, 1987:                                          












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