Dennis A. and Tai K. Praegitzer - Page 14

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          Ameritech and by delivery of Ameritech's check in the amount of             
          $103,000 payable to 303 Products to petitioner Praegitzer.  The             
          assets transferred from Ameritech to 303 Products also included             
          $59,000 worth of inventory and equipment.  The total value of the           
          assets transferred was approximately $183,000.                              
               Petitioner Praegitzer transferred his remaining 2,500 shares           
          of Ameritech to Ameritech, and Ameritech assigned its 1,000                 
          shares of 303 Products to petitioner Praegitzer on January 30,              
          1990.  Petitioner Praegitzer resigned as an officer and director            
          of Ameritech on January 30, 1990.  On that same day, petitioner             
          Praegitzer, Kerry Dawes, and Ameritech executed a mutual release.           
               Petitioner Praegitzer was concerned when he received the               
          $103,000 check payable to 303 Products.  His accountant, Dave               
          Scott, told petitioner Praegitzer that since he was the sole                
          owner of 303 Products it would be alright for him to go ahead and           
          cash the check.  On February 2, 1990, petitioner Praegitzer went            
          to the bank with the $103,000 check, converted it into a                    
          cashier's check payable to 303 Products, and then deposited the             
          cashier's check into the corporate checking account of 303                  
          Products.  Also on February 2, 1990, petitioner Praegitzer caused           
          303 Products to issue him a check for $103,000 which he deposited           
          into his personal checking account.                                         
               The $103,000 was recorded on the accounting books of 303               
          Products as received by the corporation.  At the time that                  
          petitioner Dawes signed the MSA and the reorganization agreement,           




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