Peoplefeeders, Inc. and Subsidiaries - Page 11




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               In December of 1992, Partrick made a loan to Peoplefeeders             
          of approximately $600,000 with an interest rate of 4 percent over           
          prime.  The principal amount of this loan was payable on demand.            
          This loan from Partrick to Peoplefeeders was approved in advance            
          by a resolution of Peoplefeeders' board of directors, evidenced             
          by a promissory note, and secured by Peoplefeeders' assets.                 

          Petitioner's Income Tax Returns and Respondent's Audit                      
               For each of its taxable years, Peoplefeeders, Square Pan,              
          and Square Pan’s subsidiaries filed consolidated corporate                  
          Federal income tax returns.  On petitioner’s 1992 consolidated              
          corporate Federal income tax return, the $3,751,930 difference              
          between Peoplefeeders’ total cash receipts and the total expenses           
          and loan payments paid out of the Intercompany bank account on              
          behalf of Peoplefeeders was reflected on the balance sheet                  
          attached to the 1992 tax return as an intercompany receivable but           
          also as an adjustment or a reduction to Peoplefeeders' equity               
          investment in its subsidiaries.                                             
               On petitioner's 1992 consolidated corporate Federal income             
          tax return, Square Pan claimed a $3,751,930 bad debt deduction              
          relating to the alleged cancellation of the purported $3,751,930            
          debt obligation owed by Peoplefeeders to Square Pan.3  On its               


          3    For 1992, under sec. 1.1502-14(d), Income Tax Regs., bad               
          debt deductions were allowed upon cancellation of worthless debt            
          obligations between affiliated corporate entities even though               
          such entities filed consolidated Federal corporate income tax               
          returns.  This regulation was generally effective for bad debt              
                                                             (continued...)           



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