William H. Breucher III - Page 6

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          Payment Type      Date     Number  Name of Payee       Memo            Amount
          Check       06/03/1998   9884   Karen Robinson    Child Support    $800.00  
          Check       06/12/1998   9908   Lori Bruecher     Per Divorce     2,000.00  
          Agreement                                                                   
          Check       07/04/1998  10022   Albertsons                           68.03  
          Check       07/07/1998  10028   Best Buy          Television        443.80  
          Check       09/04/1998  10126   Seventeen         Magazine Sub.      29.95  
          Check       09/11/1998  10267   Green Tree        Harley Davidson   355.04  
          Check       09/15/1998  10276   Margaret          Sea Doo           500.00  
          Kilpatrick                                                                  
          Check       10/11/1998  10399   Pat H.            Boat Repair       300.00  
          Check       12/10/1998  10640   Internal          1997 1040 tax,    425.80  
          Revenue Service    penalty & int.                                           
               As this table shows, Mr. Bruecher used Bruecher Foundation’s           
          bank account to pay various personal expenses.  Rather than                 
          recognizing any of these payments made on behalf of Mr. Bruecher            
          as deemed wages or dividends, the payments continued to be ear-             
          marked as “advances” and caused the “Advance -Bruecher, WM.”                
          account to exceed $141,000 at the close of Bruecher Foundation’s            
          fiscal year ending March 31, 1999.  Even with certain adjustments           
          to the “Advance - Bruecher, WM.” account2 to recognize rent paid            
          to Mr. Bruecher for the corporation’s use of real property, by              
          the close of calendar year 1999, the account balance exceeded               
          $200,000.                                                                   
               There were no written agreements such as promissory notes              
          between Mr. Bruecher and Bruecher Foundation concerning the                 
          “advances” to Mr. Bruecher.  Mr. Bruecher did not give any                  
          collateral in consideration for these “advances”.  Bruecher                 
          Foundation did not ask for or charge Mr. Bruecher interest and              

          2For the fiscal year ending Mar. 31, 2000, the account                      
          “Advance - Bruecher, WM.” was labeled “Advance Officer” in                  
          Bruecher Foundation’s general ledger.                                       




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