John Favia - Page 6




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                    reasonable hope and expectation that the                          
                    assets will exceed the liabilities of the                         
                    corporation in the future, its stock, while                       
                    having no liquidating value, has a potential                      
                    value and can not be said to be worthless.                        
                    The loss of potential value, if it exists,                        
                    can be established ordinarily with                                
                    satisfaction only by some “identifiable                           
                    event” in the corporation's life which puts                       
                    an end to such hope and expectation.  [Id.]                       

               Petitioner claims that by December 31, 1994, the $100,000              
          TMC promissory note had become worthless.                                   
               The financial statements filed by TMC with the Bankruptcy              
          Court on August 17, 1994, indicated that as of August 17, 1994,             
          TMC’s assets exceeded its liabilities.  As of September 30, 1995,           
          TMC’s financial statements indicated that TMC would have had                
          sufficient revenues to pay some of its liabilities as they became           
          due.                                                                        
               Petitioner has not provided any credible evidence to                   
          establish that the value of TMC’s stated assets was less than               
          what was reported on TMC’s financial statements or that TMC would           
          not be able to pay any part of TMC’s liabilities, specifically              
          the $100,000 promissory note held by petitioner.                            
               The OTM common stock, the convertible preferred stock, and             
          the stock warrants that petitioner received had a par value of              
          approximately $9,000 in February of 1996, indicating some                   
          continuing value as of early 1996 to the $100,000 TMC promissory            
          note.                                                                       






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