Deja Vu, Inc. - Page 8

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          given to the instruments, if any, evidencing the indebtedness;              
          (2) the presence or absence of a fixed maturity date and schedule           
          of payments; (3) the presence or absence of a fixed interest rate           
          and interest payments; (4) the source of repayments; (5) the                
          adequacy or inadequacy of capitalization; (6) the identity of               
          interest between the creditor and stockholder; (7) the security,            
          if any, for the advances; (8) the corporation's ability to obtain           
          financing from outside lending institutions; (9) the extent to              
          which the advances were subordinated to the claims of outside               
          creditors; (10) the extent to which the advances were used to               
          acquire capital assets; and (11) the presence or absence of a               
          sinking fund to provide repayment.  Id.; Raymond v. United                  
          States, supra at 190-191; Austin Village, Inc. v. United States,            
          432 F.2d 741, 745 (6th Cir. 1970); Berthold v. Commissioner,                
          404 F.2d 119, 122 (6th Cir. 1968), affg. T.C. Memo. 1967-102;               
          Smith v. Commissioner, 370 F.2d 178, 180 (6th Cir. 1966), affg.             
          T.C. Memo. 1964-278.  In distinguishing debt from equity, the               
          economic substance of the transaction prevails over form.                   
          Byerlite Corp. v. Williams, 286 F.2d 285, 291 (6th Cir. 1960).              
               We turn to these factors to determine whether petitioner and           
          Adult Fun intended to create a debt, and whether their intention            
          comported with the economic reality of a debtor-creditor                    
          relationship.                                                               








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