Rodney M. Fujiyama and Vicki Ann Fujiyama - Page 5




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               CONCERNING ANY ASPECT OF THE INVESTMENT DESCRIBED                      
               HEREIN.  EACH INVESTOR MAY OBTAIN ANY ADDITIONAL                       
               INFORMATION NECESSARY TO VERIFY THE ACCURACY OF THE                    
               INFORMATION CONTAINED IN THIS MEMORANDUM TO THE EXTENT                 
               THAT THE GENERAL PARTNER POSSESSES SUCH INFORMATION OR                 
               CAN ACQUIRE IT WITHOUT UNREASONABLE EFFORT OR EXPENSE.                 
                        *     *     *     *     *     *     *                         
                    NO REPRESENTATIONS OR WARRANTIES OF ANY KIND ARE                  
               INTENDED OR SHOULD BE INFERRED WITH RESPECT TO THE                     
               ECONOMIC RETURN OR TAX ADVANTAGES WHICH MAY ACCRUE TO                  
               THE INVESTORS IN THE UNITS.                                            
                    EACH PURCHASER OF UNITS HEREIN SHOULD AND IS                      
               EXPECTED TO CONSULT WITH HIS OWN TAX ADVISOR AS TO THE                 
               TAX ASPECTS.                                                           
          In addition to the general warnings, the PPM described the risk             
          factors with respect to the projected Federal income tax                    
          consequences of an investment in Jojoba as follows:                         
                    The General Partner anticipates that a substantial                
               portion of the capital contributions of the Limited                    
               Partners to the Partnership will be used for research                  
               and experimental expenditures of the type generally                    
               covered by Section 174 of the Code.  However,                          
               prospective investors should be aware that there is                    
               little published authority dealing with the specific                   
               types of expenditures which will qualify as research or                
               experimental expenditures within the meaning of Section                
               174, and most of the expenditures contemplated by the                  
               Partnership have not been the subject of any prior                     
               cases or administrative determinations.                                
                        *     *     *     *     *     *     *                         
               No ruling by the Service has been or will be sought                    
               regarding deductibility of the proposed expenditures                   
               under Section 174 of the Code.                                         
               The PPM referred prospective investors to a November 8,                
          1992, tax opinion letter prepared by the law firm of Caplan &               
          Resnick and addressed to Jojoba’s general partner (Caplan                   





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