Patrick F. and Arlene G. Sheehy - Page 5

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               Second, petitioners provide the first page of RCC's private            
          placement memorandum.  That document describes RCC as                       
               a California limited partnership organized to further                  
               research and development of the technology involved                    
               relating to the high volume manufacturing of a                         
               fabricated all-plastic, reusable and recyclable                        
               shipping and storage container and pallet * * * which                  
               has various proven produce and industrial applications;                
               to build the production tooling and equipment to                       
               manufacture and sell the Product; and to license the                   
               technology to manufacture the Product on a world-wide                  
               basis.                                                                 
               The Amended Certificate of Limited Partnership for RCC was             
          entered into on December 30, 1983.  Petitioner's checks to RCC              
          are dated June 12, 1992.  It is unclear when the private                    
          placement memorandum was issued.  It is possible that during the            
          9 years between RCC's formation and petitioner's investment, RCC            
          started to manufacture and sell its product.  If that is the                
          case, petitioners would need to demonstrate that their $50,000              
          was spent on research or experimentation as opposed to                      
          manufacturing.  This they have not done.  It is also possible               
          that RCC licensed the technology to another organization on an              
          exclusive basis.  In that event, RCC's research is not being                
          conducted in connection with a trade or business of its own or              
          petitioners' of developing recyclable plastic containers.  As a             
          result, petitioners, on whose behalf the research is being                  
          conducted, have not met the requirements of section 174(a).                 
               The above situations are merely hypothetical.  The record              
          does not provide enough evidence for more than speculation.  It             




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