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designed to raise working capital for the newly organized
corporation. Petitioner was president, chief executive officer,
and chairman of the board of AMROC. Petitioner was paid a salary
of $3,000 per month from AMROC.
Sometime in 1981, all of the assets (except one piece of
real estate) and liabilities of NROC along with the assets and
liabilities of Wise Co. and the other partnerships and joint
ventures were transferred into AMROC. The liabilities
transferred to AMROC included the NROC note to Weimar Bank and
the Wise Co. notes to Victoria Bank. In December 1981,
petitioner and Klutts borrowed $300,000 from First National Bank
of San Marcos and lent this amount to AMROC.
During the early part of 1982, AMROC could not make payments
on its outstanding debts. In June 1982, petitioner severed his
employment with AMROC when the corporation could no longer pay
his salary. The corporation was insolvent by December 1982.
Some of the assets of the partnerships and joint ventures that
had been transferred to AMROC in 1981 were transferred, in 1982,
back to some of the former partners and joint venturers. AMROC
ceased doing business.
H & W Energy Corp.
The assets that AMROC had received from Wise Co. were
transferred to H & W Energy Corp. (H & W), a partnership formed
by Heger and Wood. Heger and Wood assumed the liabilities to
Victoria Bank that had originated from Wise Co.
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