Barry B. Bealor and Nancy L. Bealor, et al. - Page 128

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          prospectuses or formal offering memoranda or terms sheets for MIT           
          86.  Some of the prospective investors in MIT 86, however,                  
          received a four-page document prepared by BBPA.  The document               
          described the provisions for investing in MIT 86 and made taxable           
          income and cash-flow projections to the end of the partnership              
          term.                                                                       
               The arrangements for MIT 86 followed the familiar pattern.             
          MIT 86, Machise, and MPC entered into an employee leasing                   
          agreement, dated January 1, 1986, under which MIT 86 would                  
          provide all the individual employees and independent contractors            
          required by Machise to carry on business for the period January 1           
          through December 31, 1986.  The employees and independent                   
          contractors were the same employees and independent contractors             
          who had earlier provided their services to Machise before the               
          employee leasing agreement was made.  After this agreement, Bucci           
          still directed and controlled the employees.                                
               The nine partners executed notes to Qulart in amounts                  
          aggregating $3,080,000.  This amount was equal to 80 percent of             
          the capital of MIT 86.  The notes bore interest at a rate of 15             
          percent per annum and were to be repaid in annual level                     
          installments.  Qulart issued a similar note to Machise, which               
          issued a $3,080,000 demand note dated July 1, 1986.  Backed by a            
          series of reciprocal obligations, this note circled from Qulart             
          back to the nine investors, who allegedly directed Qulart to                
          endorse the note directly to MIT 86.                                        




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