CMA Consolidated, Inc. & Subsidiaries, Inc. - Page 13

                                       - 102 -                                        
               Although the advances were treated as debt on the books,               
          neither Cap Corp. nor petitioner intended, or reasonably could              
          have intended, the advances to be bona fide debt.  Petitioner               
          made the advances to keep Cap Corp. from defaulting upon its                
          promissory notes to third-party creditors and to pay Cap Corp.’s            
          operating expenses.  During 1995 through most of 1996, petitioner           
          made the advances knowing they were risky.  During late 1996 and            
          1997, petitioner knew that it would not recover most, if any, of            
          the funds advanced to Cap Corp., but it continued to inject funds           
          into Cap Corp.  Petitioner knew its repayment prospects with                
          respect to these later advances were highly uncertain.  We                  
          conclude that neither petitioner nor Cap Corp. genuinely intended           
          the advances to be bona fide debt or reasonably intended the                
          advances to be repaid.  See id. at 1333-1334.                               
               This factor favors respondent.                                         
          8.  Thin or Adequate Capitalization                                         
               The purpose of examining the debt-to-equity ratio in                   
          characterizing an advance is to determine whether a corporation             
          is so thinly capitalized that it would be unable to repay an                
          advance.  Such an advance would be indicative of venture capital            
          rather than a loan.  Bauer v. Commissioner, 748 F.2d at 1369.               











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