Robert R. Plante and Mary B. Plante - Page 3

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               On March 31, 1987, petitioner acquired an operating marina             
          business located on the Middle River in Essex, Maryland, a suburb           
          of Baltimore.  The purchase date and conflicting evidence as to             
          the form of the sale are the only details of this transaction               
          that have been placed in the record.1  At the time of the                   
          purchase, or shortly thereafter, petitioner incorporated Boating            
          Center of Baltimore, Inc. (BCBI or the corporation).  Petitioner            
          paid $25,000 for 5,000 shares of common stock of BCBI, which                
          represented all of the corporation's issued and outstanding                 
          stock.  On April 3, 1987, petitioner transferred all of the                 
          assets of the marina to BCBI.  From the date of its incorporation           
          through December 20, 1991, petitioner was president and sole                
          shareholder of BCBI.  Petitioner entered into an agreement to               
          sell his interest in BCBI, as discussed in more detail later in             
          this opinion, on December 20, 1991.                                         
               On March 31 and October 15, 1987, petitioner advanced                  
          $275,000 and $45,000, respectively, to BCBI.  Each transaction is           
          evidenced by a promissory note (the notes) and a resolution                 
          adopted by BCBI's board of directors authorizing the corporation            
          to accept the terms and conditions set forth in the relevant                
          promissory note.  The notes were signed by petitioner as                    

               1The parties stipulated that petitioner "purchased the                 
          assets of an existing marina".  Petitioner's direct testimony               
          suggests that he purchased the stock of the corporation that                
          owned and operated the marina.  We proceed as though the                    
          stipulation accurately describes the transaction.                           

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