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          trusts therefor) purportedly contributed oral accounts receivable           
          in exchange for their partnership interests.  The accounts                  
          receivable, however, were never reduced to writing, had no terms            
          for repayment, and had not been paid as of the time of trial.               
               By fax dated December 28, 1998, petitioners informed their             
          accountant that they had transferred stock to SFLP I and sought             
          advice as to what percentage of partnership interests they should           
          transfer to the children.  On that same day, petitioner gave to             
          each child (or trust therefor) a 29.94657-percent limited                   
          partnership interest in SFLP I.  Michele Senda (Senda) gave to              
          each child (or trust therefor) a 0.0434-percent limited                     
          partnership interest in SFLP I.  The certificates of ownership              
          reflecting these transfers were not prepared and signed until               
          several years thereafter.                                                   
               The SFLP I Agreement provides that the general partner shall           
          prepare or have prepared annual financial statements.  It further           
          provides that, not less than annually, all partners shall meet to           
          discuss the financial condition of the partnership.  SFLP I has             
          never had annual financial statements prepared or held                      
          partnership meetings.  The only books and records maintained by             
          petitioner, as general partner, were brokerage account statements           
          and partnership tax returns.  The 1998 Form 1065, U.S.                      
          Partnership Return of Income, for SFLP I was signed by the tax              
          return preparer on October 8, 1999.                                         

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