Bakersfield Energy Partners, LP, Robert Shore, Steven Fisher Gregory Miles and Scott McMillan, Partners Other Than Tax Matters Partner - Page 5



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               * * *.  On April 7, 1998, Bakersfield Resources, LLC                   
               acquired additional partnership interests through                      
               purchases.  These transactions resulted in a new                       
               partnership for federal income tax purposes (the “new”                 
               partnership retains the same federal employer                          
               identification number).                                                
               As reflected within the capital accounts, the                          
               partnership books were restated to reflect the value of                
               the assets as required in the regulations under IRC                    
               704.  As reflected within this return, in the event of                 
               a sale of these assets, proper adjustments have been                   
               made to reflect the tax basis and the proper taxable                   
               gain.                                                                  
          Also attached was a Section 754 Election Statement as follows:              
               The partnership hereby elects, pursuant to IRC Section                 
               754, to adjust the basis of partnership property as a                  
               result of a distribution of property or a sale or                      
               exchange of a partnership interest as provided in IRC                  
               Sections 734(b) and 743(b).                                            
               The FPAA in this case was sent October 4, 2005.  The notice            
          adjusted BEP’s ordinary income as follows:                                  
               a.  Portfolio income (loss) interest                                   
               (1) Adjustment                    $0                                   
          (2) As reported              381,998                                        
          (3) Corrected                381,998                                        
               b.  Net gain (loss) under sec. 1231 not casualty/theft                 
          (1) Adjustment            16,515,194                                        
          (2) As reported            5,390,383                                        
          (3) Corrected             21,905,577                                        
          The adjustment was explained as follows:                                    
               Bakersfield Energy Partners, LP has failed to establish                
               that it had a basis greater than $0 in the gas reserves                
               it sold during the taxable year 1998.  It has been                     
               determined that any optional basis adjustment under                    
               section 743(b) was the result of a sham transaction, a                 
               transaction lacking economic substance that had no                     
               business purpose and no economic effect and/or was                     







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