Ronald D. Weeldreyer and Suzanne Weeldreyer - Page 9

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                  Dreyer Farms did not pay dividends for fiscal years ended                             
            November 30, 1995, 1996, and 1997.                                                          
            F.    Income Tax Returns                                                                    
                  Mr. Bleeker (petitioners’ counsel) prepared the Weeldreyers’                          
            joint Forms 1040, U.S. Individual Income Tax Return, and Dreyer                             
            Farms’ Forms 1120, U.S. Corporation Income Tax Return, for the                              
            years at issue.                                                                             
                  1.    Dreyer Farms                                                                    
                  Dreyer Farms filed timely its Forms 1120 for the taxable                              
            years ended November 30, 1995, 1996, and 1997.  On these returns                            
            Dreyer Farms reported total income and total deductions as                                  
            follows:                                                                                    
                                          11/30/95           11/30/96          11/30/97                 
                  Total income        $32,327        $56,694        $61,823                             
                  Total deductions     23,651         51,368         44,841                             
                  Taxable income      8,676          5,326         16,982                               
                  Included in the total expenses deducted by Dreyer Farms were                          
            the following items for food, lodging, and medical expenses                                 
            provided to the Weeldreyers:                                                                
















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