PK Ventures, Inc. and Subsidiaries, et al. - Page 30

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          (3) the financing arrangements into which Rose had entered in               
          connection with his acquisition of control of PK Ventures during            
          1990; and (4) the financing arrangements between PKVI LP and                
          unrelated parties.                                                          
               Tenth, although some of the labels used to describe the                
          transfers from PK Ventures to PKVI LP on these businesses’ books            
          classified the transfers as debt, these labels cannot overcome              
          the substance of these transfers.  See Estate of Mixon v. United            
          States, 464 F.2d at 403-404; cf. Gregory v. Helvering, 293 U.S.             
          at 468-470.  Based upon our analysis of the relevant factors, we            
          conclude that these transfers were, in substance, contributions             
          of capital from PK Ventures to PKVI LP.                                     
               Based on the foregoing, we sustain respondent’s                        
          determination that PKVI LP should not have deducted $100,661 of             
          interest expense on its Form 1065 for 1991 with respect to these            
          transfers.  The parties agree, and the Court is persuaded, that             
          we do not have jurisdiction over the adjustments made in the                
          notice of deficiency sent to PKV&S with respect to imputed                  
          interest income reported on Forms 1120 for 1990 and 1991 and a              
          bad debt deduction claimed on Form 1120 for 1991.                           
          Issue #3--Transfers From PK Ventures, TBPC, and TPTC to Zephyr              
               The characterization of transfers from PK Ventures and its             
          subsidiaries to Zephyr is relevant only to the bad debt                     
          deductions claimed by PKV&S and disallowed in the notice of                 






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