New York Guangdong Finance, Inc. - Page 5




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          The loan agreement identified GXE as the sole lending party.  GXE           
          submitted a Form W-8, Certificate of Foreign Status, dated                  
          March 20, 1990, to petitioner in connection with the loan.                  
               On August 18, 1994, GITIC agreed to lend petitioner $2                 
          million.  The GITIC loan agreement provided for a 2-year term and           
          interest payments at a rate of 10 percent for the first year and            
          a predetermined market rate for the second year.  Guo-Qing Tan              
          also signed the GITIC loan agreement on behalf of petitioner, and           
          Yao-Wei Xu signed on behalf of GITIC.  On or about August 23,               
          1994, petitioner exercised its right to borrow $2 million under             
          the GITIC loan agreement.  GITIC wired net loan proceeds of                 
          $1,988,000 to petitioner on or about the same day.6                         
               On its Forms 1120, U.S. Corporation Income Tax Return, for             
          1994, 1995, and 1996, petitioner claimed deductions for interest            
          it allegedly paid during those years.  Two tax return preparers,            
          Mr. Steinhardt and Mr. Choy, assisted in the preparation of the             
          Forms 1120.  Petitioner attached Form 5472, Information Return of           
          a 25% Foreign-Owned U.S. Corporation or a Foreign Corporation               
          Engaged in a U.S. Trade or Business, to its 1994 Form 1120.                 
          Petitioner, however, did not attach Form 5472 to its Forms 1120             
          for 1995 or 1996.                                                           



               6The net loan amount was calculated by subtracting bank and            
          service fees of $12,000 from the $2 million GITIC loan amount.              






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