M.S. Food Stores, Inc. - Page 17

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               Mr. Sutton did not document any funds that he contributed to           
          or that he withdrew from the corporate petitioner.  There were no           
          promissory notes, repayments schedules, or other documentation of           
          any loans to or from him.  Mr. Sutton did not tell Ms. Stroud               
          about any funds he contributed, other than to answer any specific           
          questions she asked him.                                                    
               Ms. Stroud would post any deposits Mr. Sutton identified as            
          being from him, as well as any unexplained deposits, as a credit            
          to Account 135-Loan to Shareholder (Account 135).  Nearly all of            
          the credits to Account 135 are marked as "deposits".  Ms. Stroud            
          would also charge to Account 135 any personal items of the                  
          Suttons paid by the corporate petitioner and any unexplained                
          shortages.  The following yearend adjusting journal entries were            
          made charging Account 135 in order to reconcile cash on hand to             
          the actual cash balance:                                                    
                         TYE            Amount                                        
                         09-30-87       $89,930.05                                    
                         09-30-88       49,872.72                                     
                         09-30-89       3,730.00                                      
                         09-30-90       18,717.41                                     
          The yearend adjustment for 1987 bears the notation "assumed went            
          to Malcolm Sutton since it did not go to Savings Acct."                     
               The corporate petitioner's unaudited financial statements              
          for October 1, 1985, through September 30, 1989, do not mention             
          any liabilities owed to Mr. Sutton.  To the contrary, these                 
          financial statements show the following:                                    





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