William Whelpley, Jr. - Page 23

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             Weeden, either as a loan or as a contribution to capital,                 
             and paid the moneys to WAI in return for WAI's work on the                
             CPI project.  In this regard, we note that Mr. Whelpley's                 
             memorandum dated September 9, 1991, suggests that "WAI                    
             applied these amounts to reduce bills written to CPI by                   
             WAI."  Mr. Whelpley also testified the he "conducted all of               
             the business of CPI within Whelpley Associates."  Thus, the               
             record suggests the possibility that CPI retained WAI to do               
             the work required under CPI's contract with Avant-Garde and               
             applied Weeden's advances to pay WAI for that work.  We                   
             also note that because WAI reported these funds as gross                  
             income on its 1987 return, petitioners must present cogent                
             evidence to overcome this admission.  See e.g., Estate of                 
             Hall v. Commissioner, 92 T.C. 312, 337-338 (1989).  We find               
             that petitioners have failed to meet this burden, and thus                
             they have failed to prove that the amount of the advances                 
             is not includable in WAI's income in 1987, as determined                  
             by respondent.                                                            
                  Petitioners' principal position is that, upon receipt                
             of the cash payments from Weeden, WAI ceased to be a "small               
             business corporation", as defined by section 1361(b)(1)(D),               
             with the result that WAI's S corporation election auto-                   
             matically terminated as provided by section 1362(d)(2).                   
             As a result of the termination of WAI's S corporation                     






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