Edward L. Provost and Vicky L. Provost - Page 18




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          existed.  It is clear that Mr. Magness viewed his obligation to             
          repay petitioner as a conditional obligation dependent solely on            
          the success of the Corbin project.  Mr. Magness was asked at                
          trial, “Are you going to repay Mr. Provost the $200,000 loan?”              
          Mr. Magness responded; “No.”                                                
               The relevant facts and circumstances support a conclusion              
          that petitioner and Mr. Magness did not intend to create a                  
          debtor-creditor relationship.  This factor favors respondent’s              
          position.                                                                   
          8.   “Thin” or Adequate Capitalization                                      
               Thin capitalization is strong evidence of a capital                    
          contribution where: (1) The debt-to-equity ratio was initially              
          high; (2) the parties realized that it would likely go higher;              
          and (3) substantial portions of these funds were used for the               
          purchase of capital assets and for meeting expenses needed to               
          commence operations.  See American Offshore, Inc. v.                        
          Commissioner, supra at 604 (citing United States v. Henderson,              
          375 F.2d 36, 40 (5th Cir. 1967)).  We give this factor no weight,           
          however, because the parties did not argue that the evidence                
          directly supported or negated this factor, and the record does              
          not contain sufficient evidence to make our own analysis.                   
          9.   Identity of Interest Between Creditor and Stockholder                  
               This factor generally compares the equity ownership of                 
          stockholders with their position as creditors in order to                   






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