Charles R. Harp and April B. Harp - Page 4

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                    Kabeiseman & Harp, Inc.                                                                                                                                
                              On February 6, 1989, petitioner and Robert Kabeiseman (Mr.                                                                                   
                    Kabeiseman) formed Kabeiseman & Harp, Inc. (K & H) as an Oregon                                                                                        
                    corporation to engage in the residential construction business.                                                                                        
                    During the years at issue, K & H operated from an office located                                                                                       
                    in Hillsboro that it shared with Charles Harp Construction.  K &                                                                                       
                    H elected to be taxed as an S corporation.                                                                                                             
                              During the years at issue, petitioner and Mr. Kabeiseman                                                                                     
                    each owned 50 percent of the issued and outstanding stock of K &                                                                                       
                    H and were its only officers and directors.  During those years,                                                                                       
                    petitioner served as the president of K & H and in that capacity,                                                                                      
                    inter alia, arranged for the financing of its construction                                                                                             
                    projects and supervised the progress of such projects.  Mr.                                                                                            
                    Kabeiseman served as the treasurer and secretary of K & H during                                                                                       
                    the years at issue and in those capacities, inter alia, main-                                                                                          
                    tained its books and records, including its general ledger and                                                                                         
                    job cards, and prepared its checks to pay for corporate expendi-                                                                                       
                    tures.  Neither petitioner nor Mr. Kabeiseman received a salary                                                                                        
                    from K & H during 1989 or 1990.                                                                                                                        
                              During the years at issue, K & H financed its activities by                                                                                  
                    obtaining construction loans from the Portland branch of Washing-                                                                                      
                    ton Federal (K & H construction loans), a financial institution                                                                                        
                    at which K & H did not maintain a checking account.  Those loans                                                                                       








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