Clifford L. Brody and Barbara J. Declerk - Page 4

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                                     Background                                       
               Some of the facts have been stipulated, and they are so                
          found.  The stipulation of facts and the attached exhibits are              
          incorporated herein by this reference.  At the time the petition            
          was filed, petitioners resided in Washington, D.C.                          
               During the 1999 taxable year, petitioner Clifford L. Brody             
          was the chairman of the board, chief executive officer, and                 
          shareholder of Kids Own America, Inc. (KOA).  As of April 1999,             
          he owned 134,625 shares of common stock, or 53.37 percent, of               
          KOA.  Petitioner Brody received from KOA for the 1999 taxable               
          year a Form W-2, Wage and Tax Statement, which reported “Wages,             
          tips, other compensation” of $266,083.34.                                   
               Also during the 1999 taxable year, petitioner Barbara J.               
          DeClerk was the treasurer, secretary, and director of KOA.2  In             
          addition to her positions at KOA, petitioner DeClerk was also a             
          fundraiser for IONA Senior Services.  As a fundraiser, she                  
          incurred expenses for clients’ lunches, telephone, and automobile           
          use.  She received a Form W-2 from IONA Senior Services for the             
          1999 taxable year.                                                          






               2  John Selvaggio, along with petitioners, was a Director of           
          KOA.  We note that a Confidential Private Placement Memorandum              
          dated Apr. 1999, for KOA did not list petitioner DeClerk as a               
          director.                                                                   




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