LLC Wizard Maximizing Your LLC s Money Making and Asset Protection Potential Course 5 Ongoing Maintenance LegaLees Corporation 2012

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1 LLC Wizard Maximizing Your LLC s Money Making and Asset Protection Potential Course 5 Ongoing Maintenance LegaLees Corporation 2012 DOCUMENTS 27 Point Checklist of LLC Formalities Minutes of Organization Meeting Minutes of Meeting of the Members Minutes of Meeting Schedule K-1 (Form 1120S S Corporation) Schedule K-1 (Form 1065 Partnership) Form 1040 Individual Return Form 1065 Partnership Return Form 1120 Corporation Return (Form 1120S can be found in Course 3) AUDIO TRACKS Track 1 Introduction of Ongoing Maintenance Minutes Getting New Members/Changing Members or Member Interests Annual Meeting Mechanics Minutes of Members Meeting Track 2 Who Serves as Managers/Officers Husband and Wife Team No-No s Business Plan/Acceptance of Documents Track 3 File Tax Returns K-1 Forms Family LLCs Estate Planning Using LLCs Control Advantages of Gifting through LLCS Discounting of Membership Interest Track 4 Shifting Taxes Kiddy Tax/AGI Reduction? College Kid Deductions Travel/Per Diem? 5-1

2 Track 5 Asset Protection of LLC Trusts and LLCs Due on Sale Clauses Land Trusts Track 6 Multiple LLCs (a separate LLC for each property?) Grouping Properties in LLCs Management LLC for Real Estate How Many LLCs Do You Need to Hold Properties/Run Different Businesses? 5-2

3 27 Point Checklist of LLC Formalities You'll notice that some of the following questions have asterisks to the left of the questions. These are points that are more important to your LLC holding up in court or under audit as a separate entity instead of being considered a part of you personally. The other questions are important too, but those with the asterisks are very important. Yes No? 1. Have you read and do you fully understand your Articles of Organization? * 2. Have you fully executed and filed your Articles of Organization? * 3. Have you appointed the appropriate members and managers of your company and had them sign the appropriate documents? 4. Have you issued Membership Interest Certificates? 5. Do you have a ledger of your Membership Interest Certificates? 6. Are you holding your annual meetings? 7. Have you given appropriate notice (and kept copies) of the Meeting of the Managers? 8. Have you kept proper and adequate minutes for the annual Meeting of the Managers? * 9. Have you adopted the Operating Agreement for your LLC? * 10. Do you understand what is covered by the Operating Agreement and what protection it gives you? 11. Has the LLC secured a Federal Tax ID number from the Internal Revenue Service with proper address? (May not need to if disregarded entity) 12. Have you made the proper tax election (S Corp., Partnership, etc.)? 5-3

4 * 13. Is your LLC legally doing business in other states? If so, have you been sure to file all necessary filings in those states that your company is doing business in? 14. Have you made the appropriate resolutions of the Managers to authorize and document all major company acts? * 15. Have you kept separate books and bank accounts for the company and yourself, making sure at all times never to commingle any funds? * 16. Are you sure that your tax returns, books of account, and company records all say the same thing? * 17. Are you sure that you have properly documented all transactions between you and the company, with resolutions, minutes, etc.? * 18. Have you executed every document that you have executed on behalf of the company as its manager/ member, to guard against personal liability? * 19. Was your LLC properly capitalized? 20. Have you documented all major transactions of the company business with resolutions, notes, contracts, etc.? 21. Do you have a resolution documenting the business purposes for any questionable deductions? 22. Are you current on the above formalities and paperwork? If you're behind, do you know how to catch up? 23. Has your LLC adopted an expense account form for official company use that meets IRS guidelines? * 24. Does your LLC have an actual physical address, and the cancelled checks to prove it? 25. Does your LLC have a phone in its own name, and cancelled checks and statements to prove it? 26. Does your LLC have its own business license? * 27. Does your LLC have its own bank account? 5-4

5 Minutes of Organization Meeting of XYZ Limited Liability Company The organizational meeting of XYZ Limited Liability Company, a company organized under the laws of the State of Utah, was held by the initial members on, at a.m./p.m. The following members were present representing a quorum at the meeting:. Also present at the meeting were:. Upon motions duly made and unanimously passed, was chosen as the Chairman of the Committee of Members, and was chosen as Secretary of the meeting. The first order of business was the nomination and election of the officers of the Company and the fixing of their compensation. The following persons were nominated to the following offices of the Company at the following salaries: NAME OFFICE SALARY The nomination of the foregoing slate of officers was seconded and they were unanimously elected as the officers of the Company at the salaries above listed. 5-5

6 It was reported that Articles of Organization for the Company had been filed in the office of the Secretary of State of the State of Utah, and that the effective date of the organization was. The Secretary was instructed to insert a duplicate original copy of the Articles of Organization in the official records of the Company. The Secretary presented a proposed Operating Agreement for the company that had been prepared by. After discussion and on motion duly made and unanimously adopted, it was RESOLVED that the proposed Operating Agreement be and are adopted as the Operating Agreement of the Company. The Secretary was instructed to insert a copy of the Operating Agreement in the official records of the Company. The Secretary presented a form of seal for the Company. After discussion and upon motion duly made and unanimously adopted, it was RESOLVED, that the seal, an impression of which is affixed to these minutes, be and is adopted as the official seal of the Company. The Secretary presented a form of stock certificate for the use by the Company. After discussion and upon motion duly made, and unanimously adopted, it was RESOLVED, that the form of certificate presented at the meeting be and is approved as the form of interest certificate to be used by the Company in the offering of membership interests. It was further RESOLVED that the Company shall not issue uncertified membership interests. Upon motion duly made and unanimously adopted, it was RESOLVED that the membership interests of the Company be issued to the following persons, in the following amounts, for the following consideration, the value of which was determined by the members to be the value shown below. NAME % OF INTEREST FORM OF CONSIDERATION VALUE OF CONSIDERATION 5-6

7 The officers of the Company were directed to carry out this resolution by issuing the interest described above upon the receipt by the Company of the designated consideration. Upon motion duly made and unanimously adopted, it was further RESOLVED that the consideration received by the Company for the issuance of the interest described above be allocated on the books of the Company as follows: $ to capital; $ to surplus. Upon motion duly made and unanimously adopted, it was RESOLVED that all certificates representing membership interest of the Company shall contain the following notice: "These certificates of membership interest represented by this certificate are subject to transfer and other restrictions contained in the Articles of Organization, and the Operating Agreement dated, a copy of each of which is filed in the registered office of the Company. No transfer of the membership interests represented by this certificate shall be valid unless the requirements of those documents are first complied with to the satisfaction of the Company." Upon motion duly made and unanimously adopted, it was RESOLVED that be the bank of the Company, and that the members of the Company obtain the necessary documents so as to permit the Company to transact business and deposit and withdraw funds with the bank. Upon motion duly made and unanimously adopted, it was RESOLVED that the fiscal year of the Company shall begin on and shall end on. The Treasurer reported that fees and expenses in the amount of $ were incurred in the process of organizing the Company. Upon motion duly made and unanimously adopted, it was RESOLVED that the Treasurer be authorized and directed to pay these fees and expenses and that these expenditures be amortized by the Company over a period of 60 months in accordance with Section 248 of the Internal Revenue Code. Upon motion duly made and unanimously adopted, it was RESOLVED that the Company ratify and adopt all previous resolutions, actions, and proceedings of the Organizers of the Company made and entered into for or on behalf of the Company, including the filing of the Articles of Organization. Upon motion duly made and unanimously adopted, it was RESOLVED that an office of the Company be established and maintained 5-7

8 at, that until further action by the Members, the meetings of the Members shall be held at such office, and that regular meetings of the Members be held without notice at the Company's office at a.m./p.m. on the day of each month. Upon motion duly made and unanimously adopted, it was RESOLVED that the members of the Company be and are authorized and directed to qualify the Company as a foreign company authorized to transact business in the States of, and in connection therewith to appoint all necessary agents for service of process and to take all other appropriate action in connection with such qualification. Upon motion duly made and unanimously adopted, it was further RESOLVED that the Company enter into an employment contract with upon the terms above specified, and that the President and Secretary of the Company shall execute the contract on behalf of the Company. The Secretary was directed to file a copy of the employment contract with the minutes of this meeting. There being no further business to come before the meeting, upon motion duly made and unanimously adopted, the meeting was adjourned. Secretary Approved: MEMBER MEMBER MEMBER MEMBER 5-8

9 Minutes of Meeting of the Members of XYZ Limited Liability Company Pursuant to notice, a meeting of the members was held on July 12, 2012 at 279 North University Avenue, Provo, Utah Attendance constituting a quorum was found present, with the attendance of John P. Smith and Joseph R. Doe, representing 100% of ownership interest. Officers in attendance included John P. Smith (Manager), Joseph R. Doe (Manager), and John P. Smith (Secretary/Treasurer), representing 100% of corporate officers in attendance. Actions of the members and/or officers of the company, including ratification of previous actions taken by members or officers on behalf of the company included: 1) Ratification of the action taken by the Manager to open a business account with Safe and Secure National Bank. 2) Authorization and ratification of all previous and planned distributions. Opportunity was provided to the members to review financial statements and records of previous actions, and all members desiring to do so made such a review. Future meetings were not scheduled at this time. There being no further business, the meeting was duly adjourned. Secretary 5-9

10 Minutes of Meeting November 19, 2012 Present at meeting: John R. Smith, Member/Manager Joseph R. Doe, Member/Manager IT IS PROPOSED...that the property located at 555 East University Avenue, Provo, UT 84601, legally described as: Lot 14, Phase 10, Finders Valley Subdivision, Provo, Utah, according to the official plat thereof on file and of record in the office of the Utah County Recorder be sold to John R. Smith and Joseph R. Doe for the purchase price of the entirety of John R. Smith and Joseph R. Doe s interest in the Company XYZ Limited Liability Company. that the terms of such sale shall be governed by the REAL ESTATE PURCHASE CONTRACT signed 14 August 2012 by John R. Smith and Joseph R. Doe as buyers and John R. Smith as Manager of XYZ Limited Liability Company. The proposal was approved by unanimous vote of the Managers, this November 19, Member/Manager 5-10

11 Schedule K-1 (Form 1120S) Department of the Treasury Internal Revenue Service 2011 For calendar year 2011, or tax year beginning, 2011 ending, 20 Shareholder s Share of Income, Deductions, Credits, etc. See back of form and separate instructions. Part I Information About the Corporation Final K-1 Amended K-1 OMB No Part III Shareholder s Share of Current Year Income, Deductions, Credits, and Other Items 1 Ordinary business income (loss) 13 Credits 2 Net rental real estate income (loss) 3 Other net rental income (loss) 4 Interest income A Corporation s employer identification number 5a Ordinary dividends B Corporation s name, address, city, state, and ZIP code 5b Qualified dividends 14 Foreign transactions 6 Royalties 7 Net short-term capital gain (loss) C IRS Center where corporation filed return 8a Net long-term capital gain (loss) Part II Information About the Shareholder 8b Collectibles (28%) gain (loss) D Shareholder s identifying number 8c Unrecaptured section 1250 gain E Shareholder s name, address, city, state, and ZIP code 9 Net section 1231 gain (loss) 10 Other income (loss) 15 Alternative minimum tax (AMT) items F Shareholder s percentage of stock ownership for tax year % 11 Section 179 deduction 16 Items affecting shareholder basis 12 Other deductions For IRS Use Only 17 Other information * See attached statement for additional information. For Paperwork Reduction Act Notice, see Instructions for Form 1120S. Cat. No D Schedule K-1 (Form 1120S) 2011

12 Schedule K-1 (Form 1120S) 2011 Page 2 This list identifies the codes used on Schedule K-1 for all shareholders and provides summarized reporting information for shareholders who file Form For detailed reporting and filing information, see the separate Shareholder s Instructions for Schedule K-1 and the instructions for your income tax return. Code Report on 1. Ordinary business income (loss). Determine whether the income (loss) is passive or nonpassive and enter on your return as follows: Report on Passive loss See the Shareholder s Instructions Passive income Schedule E, line 28, column (g) Nonpassive loss Schedule E, line 28, column (h) Nonpassive income Schedule E, line 28, column (j) 2. Net rental real estate income (loss) See the Shareholder s Instructions 3. Other net rental income (loss) Net income Schedule E, line 28, column (g) Net loss See the Shareholder s Instructions 4. Interest income Form 1040, line 8a 5a. Ordinary dividends Form 1040, line 9a 5b. Qualified dividends Form 1040, line 9b 6. Royalties Schedule E, line 3b 7. Net short-term capital gain (loss) Schedule D, line 5 8a. Net long-term capital gain (loss) Schedule D, line 12 8b. Collectibles (28%) gain (loss) 28% Rate Gain Worksheet, line 4 (Schedule D instructions) 8c. Unrecaptured section 1250 gain See the Shareholder s Instructions 9. Net section 1231 gain (loss) See the Shareholder s Instructions 10. Other income (loss) Code A Other portfolio income (loss) See the Shareholder s Instructions B Involuntary conversions See the Shareholder s Instructions C Sec contracts & straddles Form 6781, line 1 D Mining exploration costs recapture See Pub. 535 E Other income (loss) See the Shareholder s Instructions 11. Section 179 deduction See the Shareholder s Instructions 12. Other deductions A Cash contributions (50%) B Cash contributions (30%) C Noncash contributions (50%) D Noncash contributions (30%) E Capital gain property to a 50% organization (30%) F Capital gain property (20%) } See the Shareholder s Instructions G Contributions (100%) H Investment interest expense Form 4952, line 1 I Deductions royalty income Schedule E, line 19 J Section 59(e)(2) expenditures See the Shareholder s Instructions K Deductions portfolio (2% floor) Schedule A, line 23 L Deductions portfolio (other) Schedule A, line 28 M Preproductive period expenses See the Shareholder s Instructions N Commercial revitalization deduction from rental real estate activities See Form 8582 instructions O Reforestation expense deduction See the Shareholder s Instructions P Domestic production activities information See Form 8903 instructions Q Qualified production activities income Form 8903, line 7b R Employer s Form W-2 wages Form 8903, line 17 S Other deductions See the Shareholder s Instructions 13. Credits A Low-income housing credit (section 42(j)(5)) from pre-2008 buildings B Low-income housing credit (other) from pre-2008 buildings C Low-income housing credit (section 42(j)(5)) from post-2007 buildings See the Shareholder s D Low-income housing credit (other) Instructions from post-2007 buildings E Qualified rehabilitation expenditures (rental real estate) F Other rental real estate credits G Other rental credits H Undistributed capital gains credit Form 1040, line 71, box a I } Alcohol and cellulosic biofuel fuels credit J Work opportunity credit See the Shareholder s K Disabled access credit Instructions L Empowerment zone and renewal communtiy employment credit } M Credit for increasing research activities See the Shareholder s Instructions N Credit for employer social security and Medicare taxes See the Shareholder s Instructions O Backup withholding Form 1040, line 62 P Other credits See the Shareholder s Instructions 14. Foreign transactions A Name of country or U.S. } possession B Gross income from all sources Form 1116, Part I C Gross income sourced at shareholder level Foreign gross income sourced at corporate level D Passive category E General category } Form 1116, Part I F Other Deductions allocated and apportioned at shareholder level G Interest expense Form 1116, Part I H Other Form 1116, Part I Deductions allocated and apportioned at corporate level to foreign source income I Passive category J General category } Form 1116, Part I K Other Other information L Total foreign taxes paid Form 1116, Part II M Total foreign taxes accrued Form 1116, Part II N Reduction in taxes available for credit Form 1116, line 12 O Foreign trading gross receipts Form 8873 P Extraterritorial income exclusion Form 8873 Q Other foreign transactions See the Shareholder s Instructions 15. Alternative minimum tax (AMT) items A Post-1986 depreciation adjustment } See the B Adjusted gain or loss Shareholder s C Depletion (other than oil & gas) Instructions and D Oil, gas, & geothermal gross income the Instructions for E Oil, gas, & geothermal deductions Form 6251 F Other AMT items 16. Items affecting shareholder basis A Tax-exempt interest income Form 1040, line 8b B Other tax-exempt income } C Nondeductible expenses See the Shareholder s D Distributions Instructions E Repayment of loans from shareholders 17. Other information A Investment income Form 4952, line 4a B Investment expenses Form 4952, line 5 C Qualified rehabilitation expenditures (other than rental real estate) See the Shareholder s Instructions D Basis of energy property See the Shareholder s Instructions E Recapture of low-income housing credit (section 42(j)(5)) Form 8611, line 8 F Recapture of low-income housing credit (other) Form 8611, line 8 G Recapture of investment credit See Form 4255 H Recapture of other credits See the Shareholder s Instructions I Look-back interest completed long-term contracts See Form 8697 J Look-back interest income forecast method See Form 8866 K Dispositions of property with section 179 deductions L Recapture of section 179 deduction M Section 453(l)(3) information N Section 453A(c) information O Section 1260(b) information P Interest allocable to production See the Shareholder s expenditures Instructions Q CCF nonqualified withdrawals R Depletion information oil and gas S Amortization of reforestation costs T Section 108(i) information U Other information }

13 CORRECTED PARTNERSHIP S name, street address, city, state, and ZIP code. PARTNERSHIP S Employer I.D. number PARTNER S identifying number PUBLICLY TRADED PARTNERSHIP 1 Taxable income (loss) from passive activities 2 Taxable income (loss) from other activities 3 Qualified dividends OMB No Schedule K-1 (Form 1065-B) Partner s Share of Income (Loss) From an Electing Large Partnership Copy A PARTNER S name 4a Net capital gain (loss) from passive activities 4b Net capital gain (loss) from other activities For Internal Revenue Service Center Street address (including apt. no.) City, state, and ZIP code Partner s share of liabilities: a Nonrecourse $ b Qualified nonrecourse financing.... $ c Other $ Schedule K-1 (Form 1065-B) 5 Net passive AMT adjustment 6 Net other AMT adjustment 7 General credits 8 Low-income housing credit 9 Other Cat. No H File with Form 1065-B. For Paperwork Reduction Act Notice and instructions for completing this form, see the 2011 Instructions for Form 1065-B, U.S. Return of Income for Electing Large Partnerships. Department of the Treasury - Internal Revenue Service Do NOT Cut or Separate Forms on This Page

14 CORRECTED (if checked) PARTNERSHIP S name, street address, city, state, and ZIP code. PARTNERSHIP S Employer I.D. number PARTNER S name Street address (including apt. no.) City, state, and ZIP code Partner s share of liabilities: a Nonrecourse $ b Qualified nonrecourse financing.... $ c Other $ Schedule K-1 (Form 1065-B) PARTNER S identifying number PUBLICLY TRADED PARTNERSHIP (if checked) 1 Taxable income (loss) from passive activities 2 Taxable income (loss) from other activities 3 Qualified dividends 4a Net capital gain (loss) from passive activities OMB No Schedule K-1 (Form 1065-B) 4b Net capital gain (loss) from other activities 5 Net passive AMT adjustment 6 Net other AMT adjustment 7 General credits 8 Low-income housing credit 9 Other (Keep for your records.) Partner s Share of Income (Loss) From an Electing Large Partnership Copy B For Partner See the separate Partner s Instructions for Schedule K-1 (Form 1065-B). This is important tax information and is being furnished to the Internal Revenue Service. If you are required to file a return, a negligence penalty or other sanction may be imposed on you if this income is taxable and the IRS determines that it has not been reported. Department of the Treasury - Internal Revenue Service

15 CORRECTED PARTNERSHIP S name, street address, city, state, and ZIP code. PARTNERSHIP S Employer I.D. number PARTNER S name PARTNER S identifying number PUBLICLY TRADED PARTNERSHIP 1 Taxable income (loss) from passive activities 2 Taxable income (loss) from other activities 3 Qualified dividends 4a Net capital gain (loss) from passive activities OMB No Schedule K-1 (Form 1065-B) 4b Net capital gain (loss) from other activities Partner s Share of Income (Loss) From an Electing Large Partnership Copy C For Electing Large Partnership Street address (including apt. no.) City, state, and ZIP code Partner s share of liabilities: a Nonrecourse $ b Qualified nonrecourse financing.... $ c Other $ Schedule K-1 (Form 1065-B) 5 Net passive AMT adjustment 6 Net other AMT adjustment 7 General credits 8 Low-income housing credit 9 Other For Paperwork Reduction Act Notice and instructions for completing this form, see the 2011 Instructions for Form 1065-B, U.S. Return of Income for Electing Large Partnerships. Department of the Treasury - Internal Revenue Service

16 Form 1040 Department of the Treasury Internal Revenue Service (99) OMB No U.S. Individual Income Tax Return 2011 IRS Use Only Do not write or staple in this space. For the year Jan. 1 Dec. 31, 2011, or other tax year beginning, 2011, ending, 20 See separate instructions. Your first name and initial Last name Your social security number If a joint return, spouse s first name and initial Last name Spouse s social security number Home address (number and street). If you have a P.O. box, see instructions. Apt. no. Make sure the SSN(s) above and on line 6c are correct. City, town or post office, state, and ZIP code. If you have a foreign address, also complete spaces below (see instructions). Presidential Election Campaign Foreign country name Foreign province/county Foreign postal code Check here if you, or your spouse if filing jointly, want $3 to go to this fund. Checking a box below will not change your tax or refund. You Spouse Filing Status 1 Single 4 Head of household (with qualifying person). (See instructions.) If 2 Married filing jointly (even if only one had income) the qualifying person is a child but not your dependent, enter this Check only one 3 Married filing separately. Enter spouse s SSN above child s name here. box. and full name here. 5 Qualifying widow(er) with dependent child 6a Yourself. If someone can claim you as a dependent, do not check box 6a..... Exemptions } Boxes checked on 6a and 6b b Spouse No. of children c Dependents: (2) Dependent s (3) Dependent s (4) if child under age 17 on 6c who: (1) First name Last name social security number relationship to you qualifying for child tax credit lived with you (see instructions) did not live with you due to divorce or separation (see instructions) If more than four dependents, see instructions and check here Dependents on 6c not entered above Add numbers on d Total number of exemptions claimed lines above Income 7 Wages, salaries, tips, etc. Attach Form(s) W a Taxable interest. Attach Schedule B if required a b Tax-exempt interest. Do not include on line 8a... 8b Attach Form(s) 9 a Ordinary dividends. Attach Schedule B if required a W-2 here. Also attach Forms b Qualified dividends b W-2G and 10 Taxable refunds, credits, or offsets of state and local income taxes R if tax 11 Alimony received was withheld. 12 Business income or (loss). Attach Schedule C or C-EZ Capital gain or (loss). Attach Schedule D if required. If not required, check here 13 If you did not 14 Other gains or (losses). Attach Form get a W-2, see instructions. 15 a IRA distributions. 15a b Taxable amount... 15b 16 a Pensions and annuities 16a b Taxable amount... 16b 17 Rental real estate, royalties, partnerships, S corporations, trusts, etc. Attach Schedule E 17 Enclose, but do 18 Farm income or (loss). Attach Schedule F not attach, any payment. Also, 19 Unemployment compensation please use 20 a Social security benefits 20a b Taxable amount... 20b Form 1040-V. 21 Other income. List type and amount Combine the amounts in the far right column for lines 7 through 21. This is your total income Educator expenses Adjusted 24 Certain business expenses of reservists, performing artists, and Gross fee-basis government officials. Attach Form 2106 or 2106-EZ 24 Income 25 Health savings account deduction. Attach Form Moving expenses. Attach Form Deductible part of self-employment tax. Attach Schedule SE Self-employed SEP, SIMPLE, and qualified plans Self-employed health insurance deduction Penalty on early withdrawal of savings a Alimony paid b Recipient s SSN 31a 32 IRA deduction Student loan interest deduction Tuition and fees. Attach Form Domestic production activities deduction. Attach Form Add lines 23 through Subtract line 36 from line 22. This is your adjusted gross income For Disclosure, Privacy Act, and Paperwork Reduction Act Notice, see separate instructions. Cat. No B Form 1040 (2011)

17 Form 1040 (2011) Page 2 38 Amount from line 37 (adjusted gross income) Tax and 39a Check You were born before January 2, 1947, Blind. Total boxes Credits { } if: Spouse was born before January 2, 1947, Blind. checked 39a Standard b If your spouse itemizes on a separate return or you were a dual-status alien, check here 39b Deduction for 40 Itemized deductions (from Schedule A) or your standard deduction (see left margin).. 40 People who 41 Subtract line 40 from line check any box on line 42 Exemptions. Multiply $3,700 by the number on line 6d a or 39b or 43 Taxable income. Subtract line 42 from line 41. If line 42 is more than line 41, enter who can be claimed as a 44 Tax (see instructions). Check if any from: a Form(s) 8814 b Form 4972 c 962 election 44 dependent, see 45 Alternative minimum tax (see instructions). Attach Form instructions. 46 Add lines 44 and All others: 47 Foreign tax credit. Attach Form 1116 if required Single or Married filing 48 Credit for child and dependent care expenses. Attach Form separately, $5, Education credits from Form 8863, line Married filing 50 Retirement savings contributions credit. Attach Form jointly or Qualifying 51 Child tax credit (see instructions) widow(er), $11, Residential energy credits. Attach Form Head of 53 Other credits from Form: a 3800 b 8801 c 53 household, $8, Add lines 47 through 53. These are your total credits Subtract line 54 from line 46. If line 54 is more than line 46, enter Other Taxes 56 Self-employment tax. Attach Schedule SE Unreported social security and Medicare tax from Form: a 4137 b Additional tax on IRAs, other qualified retirement plans, etc. Attach Form 5329 if required a Household employment taxes from Schedule H a b First-time homebuyer credit repayment. Attach Form 5405 if required b 60 Other taxes. Enter code(s) from instructions Add lines 55 through 60. This is your total tax Payments 62 Federal income tax withheld from Forms W-2 and estimated tax payments and amount applied from 2010 return 63 If you have a qualifying child, attach Schedule EIC. Refund Direct deposit? See instructions. Amount You Owe Third Party Designee Sign Here Joint return? See instructions. Keep a copy for your records. Paid Preparer Use Only 64a Earned income credit (EIC) a b Nontaxable combat pay election 64b 65 Additional child tax credit. Attach Form American opportunity credit from Form 8863, line First-time homebuyer credit from Form 5405, line Amount paid with request for extension to file Excess social security and tier 1 RRTA tax withheld Credit for federal tax on fuels. Attach Form Credits from Form: a 2439 b 8839 c 8801 d Add lines 62, 63, 64a, and 65 through 71. These are your total payments If line 72 is more than line 61, subtract line 61 from line 72. This is the amount you overpaid 73 74a Amount of line 73 you want refunded to you. If Form 8888 is attached, check here. 74a b Routing number c Type: Checking Savings d Account number 75 Amount of line 73 you want applied to your 2012 estimated tax Amount you owe. Subtract line 72 from line 61. For details on how to pay, see instructions Estimated tax penalty (see instructions) Do you want to allow another person to discuss this return with the IRS (see instructions)? Yes. Complete below. No Designee s Phone Personal identification name no. number (PIN) Under penalties of perjury, I declare that I have examined this return and accompanying schedules and statements, and to the best of my knowledge and belief, they are true, correct, and complete. Declaration of preparer (other than taxpayer) is based on all information of which preparer has any knowledge. Your signature Date Your occupation Daytime phone number Spouse s signature. If a joint return, both must sign. Date Spouse s occupation If the IRS sent you an Identity Protection PIN, enter it here (see inst.) Print/Type preparer s name Preparer s signature Date Check if PTIN self-employed Firm s name Firm s address Firm's EIN Phone no. Form 1040 (2011)

18 Form 1065 Department of the Treasury Internal Revenue Service A Principal business activity U.S. Return of Partnership Income For calendar year 2011, or tax year beginning, 2011, ending, 20. See separate instructions. Name of partnership OMB No D Employer identification number B Principal product or service C Business code number Print or type. Number, street, and room or suite no. If a P.O. box, see the instructions. City or town, state, and ZIP code E Date business started F Total assets (see the instructions) $ G Check applicable boxes: (1) Initial return (2) Final return (3) Name change (4) Address change (5) Amended return (6) Technical termination - also check (1) or (2) H Check accounting method: (1) Cash (2) Accrual (3) Other (specify) I Number of Schedules K-1. Attach one for each person who was a partner at any time during the tax year J Check if Schedules C and M-3 are attached Caution. Include only trade or business income and expenses on lines 1a through 22 below. See the instructions for more information. Income Deductions (see the instructions for limitations) Sign Here 1a Merchant card and third-party payments (including amounts reported on Form(s) 1099-K). For 2011, enter a b Gross receipts or sales not reported on line 1a (see instructions) 1b c Total. Add lines 1a and 1b c d Returns and allowances plus any other adjustments to line 1a (see instructions) d e Subtract line 1d from line 1c e 2 Cost of goods sold (attach Form 1125-A) Gross profit. Subtract line 2 from line 1e Ordinary income (loss) from other partnerships, estates, and trusts (attach statement) Net farm profit (loss) (attach Schedule F (Form 1040)) Net gain (loss) from Form 4797, Part II, line 17 (attach Form 4797) Other income (loss) (attach statement) Total income (loss). Combine lines 3 through Salaries and wages (other than to partners) (less employment credits) Guaranteed payments to partners Repairs and maintenance Bad debts Rent Taxes and licenses Interest a Depreciation (if required, attach Form 4562) a b Less depreciation reported on Form 1125-A and elsewhere on return 16b 16c 17 Depletion (Do not deduct oil and gas depletion.) Retirement plans, etc Employee benefit programs Other deductions (attach statement) Total deductions. Add the amounts shown in the far right column for lines 9 through Ordinary business income (loss). Subtract line 21 from line Paid Preparer Use Only Under penalties of perjury, I declare that I have examined this return, including accompanying schedules and statements, and to the best of my knowledge and belief, it is true, correct, and complete. Declaration of preparer (other than general partner or limited liability company member manager) is based on all information of which preparer has any knowledge. May the IRS discuss this return with the preparer shown below (see instructions)? Yes No Signature of general partner or limited liability company member manager Date Print/Type preparer s name Preparer s signature Date PTIN Check if self- employed Firm s name Firm's EIN Firm s address Phone no. For Paperwork Reduction Act Notice, see separate instructions. Cat. No Z Form 1065 (2011)

19 Form 1065 (2011) Page 2 Schedule B Other Information 1 What type of entity is filing this return? Check the applicable box: Yes No a Domestic general partnership b Domestic limited partnership c Domestic limited liability company d Domestic limited liability partnership e Foreign partnership f Other 2 At any time during the tax year, was any partner in the partnership a disregarded entity, a partnership (including an entity treated as a partnership), a trust, an S corporation, an estate (other than an estate of a deceased partner), or a nominee or similar person? At the end of the tax year: a Did any foreign or domestic corporation, partnership (including any entity treated as a partnership), trust, or tax-exempt organization, or any foreign government own, directly or indirectly, an interest of 50% or more in the profit, loss, or capital of the partnership? For rules of constructive ownership, see instructions. If Yes, attach Schedule B-1, Information on Partners Owning 50% or More of the Partnership b Did any individual or estate own, directly or indirectly, an interest of 50% or more in the profit, loss, or capital of the partnership? For rules of constructive ownership, see instructions. If Yes, attach Schedule B-1, Information on Partners Owning 50% or More of the Partnership At the end of the tax year, did the partnership: a Own directly 20% or more, or own, directly or indirectly, 50% or more of the total voting power of all classes of stock entitled to vote of any foreign or domestic corporation? For rules of constructive ownership, see instructions. If Yes, complete (i) through (iv) below (i) Name of Corporation (ii) Employer Identification Number (if any) (iii) Country of Incorporation (iv) Percentage Owned in Voting Stock b Own directly an interest of 20% or more, or own, directly or indirectly, an interest of 50% or more in the profit, loss, or capital in any foreign or domestic partnership (including an entity treated as a partnership) or in the beneficial interest of a trust? For rules of constructive ownership, see instructions. If Yes, complete (i) through (v) below.. (i) Name of Entity (ii) Employer Identification Number (if any) (iii) Type of Entity (iv) Country of Organization (v) Maximum Percentage Owned in Profit, Loss, or Capital Form 1065 (2011)

20 Form 1065 (2011) Page 3 5 Did the partnership file Form 8893, Election of Partnership Level Tax Treatment, or an election statement under section 6231(a)(1)(B)(ii) for partnership-level tax treatment, that is in effect for this tax year? See Form 8893 for more details Does the partnership satisfy all four of the following conditions? a The partnership s total receipts for the tax year were less than $250,000. b The partnership s total assets at the end of the tax year were less than $1 million. c Schedules K-1 are filed with the return and furnished to the partners on or before the due date (including extensions) for the partnership return. d The partnership is not filing and is not required to file Schedule M If Yes, the partnership is not required to complete Schedules L, M-1, and M-2; Item F on page 1 of Form 1065; or Item L on Schedule K-1. 7 Is this partnership a publicly traded partnership as defined in section 469(k)(2)? During the tax year, did the partnership have any debt that was cancelled, was forgiven, or had the terms modified so as to reduce the principal amount of the debt? Has this partnership filed, or is it required to file, Form 8918, Material Advisor Disclosure Statement, to provide information on any reportable transaction? At any time during calendar year 2011, did the partnership have an interest in or a signature or other authority over a financial account in a foreign country (such as a bank account, securities account, or other financial account)? See the instructions for exceptions and filing requirements for Form TD F , Report of Foreign Bank and Financial Accounts. If Yes, enter the name of the foreign country. 11 At any time during the tax year, did the partnership receive a distribution from, or was it the grantor of, or transferor to, a foreign trust? If Yes, the partnership may have to file Form 3520, Annual Return To Report Transactions With Foreign Trusts and Receipt of Certain Foreign Gifts. See instructions a Is the partnership making, or had it previously made (and not revoked), a section 754 election? See instructions for details regarding a section 754 election. b Did the partnership make for this tax year an optional basis adjustment under section 743(b) or 734(b)? If Yes, attach a statement showing the computation and allocation of the basis adjustment. See instructions.... c Is the partnership required to adjust the basis of partnership assets under section 743(b) or 734(b) because of a substantial built-in loss (as defined under section 743(d)) or substantial basis reduction (as defined under section 734(d))? If Yes, attach a statement showing the computation and allocation of the basis adjustment. See instructions. 13 Check this box if, during the current or prior tax year, the partnership distributed any property received in a like-kind exchange or contributed such property to another entity (other than disregarded entities wholly-owned by the partnership throughout the tax year) At any time during the tax year, did the partnership distribute to any partner a tenancy-in-common or other undivided interest in partnership property? If the partnership is required to file Form 8858, Information Return of U.S. Persons With Respect To Foreign Disregarded Entities, enter the number of Forms 8858 attached. See instructions 16 Does the partnership have any foreign partners? If Yes, enter the number of Forms 8805, Foreign Partner s Information Statement of Section 1446 Withholding Tax, filed for this partnership. 17 Enter the number of Forms 8865, Return of U.S. Persons With Respect to Certain Foreign Partnerships, attached to this return. 18 a Did you make any payments in 2011 that would require you to file Form(s) 1099? See instructions..... b If Yes, did you or will you file all required Form(s) 1099? Enter the number of Form(s) 5471, Information Return of U.S. Persons With Respect To Certain Foreign Corporations, attached to this return. Designation of Tax Matters Partner (see instructions) Enter below the general partner designated as the tax matters partner (TMP) for the tax year of this return: Yes No Name of designated TMP If the TMP is an entity, name of TMP representative Address of designated TMP Identifying number of TMP Phone number of TMP Form 1065 (2011)

21 Form 1065 (2011) Page 4 Schedule K Partners Distributive Share Items Total amount 1 Ordinary business income (loss) (page 1, line 22) Net rental real estate income (loss) (attach Form 8825) a Other gross rental income (loss) a b Expenses from other rental activities (attach statement) 3b c Other net rental income (loss). Subtract line 3b from line 3a c 4 Guaranteed payments Interest income Dividends: a Ordinary dividends a b Qualified dividends b 7 Royalties Net short-term capital gain (loss) (attach Schedule D (Form 1065)) a Net long-term capital gain (loss) (attach Schedule D (Form 1065)) a b Collectibles (28%) gain (loss) b c Unrecaptured section 1250 gain (attach statement).. 9c 10 Net section 1231 gain (loss) (attach Form 4797) Other income (loss) (see instructions) Type Section 179 deduction (attach Form 4562) a Contributions a b Investment interest expense b c Section 59(e)(2) expenditures: (1) Type (2) Amount 13c(2) d Other deductions (see instructions) Type 13d 14a Net earnings (loss) from self-employment a b Gross farming or fishing income b c Gross nonfarm income c Income (Loss) Deductions Self- Employment Credits Foreign Transactions Alternative Minimum Tax (AMT) Items Other Information 15a Low-income housing credit (section 42(j)(5)) a b Low-income housing credit (other) b c Qualified rehabilitation expenditures (rental real estate) (attach Form 3468) c d Other rental real estate credits (see instructions) Type 15d e Other rental credits (see instructions) Type 15e f Other credits (see instructions) Type 15f 16a Name of country or U.S. possession b Gross income from all sources b c Gross income sourced at partner level c Foreign gross income sourced at partnership level d Passive category e General category f Other 16f Deductions allocated and apportioned at partner level g Interest expense h Other h Deductions allocated and apportioned at partnership level to foreign source income i Passive category j General category k Other 16k l Total foreign taxes (check one): Paid Accrued l m Reduction in taxes available for credit (attach statement) m n Other foreign tax information (attach statement) a Post-1986 depreciation adjustment a b Adjusted gain or loss b c Depletion (other than oil and gas) c d Oil, gas, and geothermal properties gross income d e Oil, gas, and geothermal properties deductions e f Other AMT items (attach statement) f 18a Tax-exempt interest income a b Other tax-exempt income b c Nondeductible expenses c 19a Distributions of cash and marketable securities a b Distributions of other property b 20a Investment income a b Investment expenses b c Other items and amounts (attach statement) Form 1065 (2011)

22 Form 1065 (2011) Page 5 Analysis of Net Income (Loss) 1 Net income (loss). Combine Schedule K, lines 1 through 11. From the result, subtract the sum of Schedule K, lines 12 through 13d, and 16l Analysis by partner type: (i) Corporate (ii) Individual (active) (iii) Individual (passive) (iv) Partnership (v) Exempt organization (vi) Nominee/Other a General partners b Limited partners Schedule L Balance Sheets per Books Beginning of tax year End of tax year Assets (a) (b) (c) (d) 1 Cash a Trade notes and accounts receivable... b Less allowance for bad debts Inventories U.S. government obligations Tax-exempt securities Other current assets (attach statement).. 7a Loans to partners (or persons related to partners) b Mortgage and real estate loans Other investments (attach statement)... 9a Buildings and other depreciable assets.. b Less accumulated depreciation a Depletable assets b Less accumulated depletion Land (net of any amortization) a Intangible assets (amortizable only)... b Less accumulated amortization Other assets (attach statement) Total assets Liabilities and Capital 15 Accounts payable Mortgages, notes, bonds payable in less than 1 year 17 Other current liabilities (attach statement). 18 All nonrecourse loans a Loans from partners (or persons related to partners) b Mortgages, notes, bonds payable in 1 year or more 20 Other liabilities (attach statement) Partners capital accounts Total liabilities and capital Schedule M-1 Reconciliation of Income (Loss) per Books With Income (Loss) per Return Note. Schedule M-3 may be required instead of Schedule M-1 (see instructions). 1 Net income (loss) per books Income included on Schedule K, lines 1, 2, 3c, 5, 6a, 7, 8, 9a, 10, and 11, not recorded on books this year (itemize): 3 Guaranteed payments (other than health insurance) Expenses recorded on books this year not included on Schedule K, lines 1 through 13d, and 16l (itemize): a Depreciation $ b Travel and entertainment $ 5 Add lines 1 through Schedule M-2 Analysis of Partners Capital Accounts 1 Balance at beginning of year... 2 Capital contributed: a Cash... b Property.. 3 Net income (loss) per books Other increases (itemize): 5 Add lines 1 through Income recorded on books this year not included on Schedule K, lines 1 through 11 (itemize): a Tax-exempt interest $ 7 Deductions included on Schedule K, lines 1 through 13d, and 16l, not charged against book income this year (itemize): a Depreciation $ 8 Add lines 6 and Income (loss) (Analysis of Net Income (Loss), line 1). Subtract line 8 from line 5. 6 Distributions: a Cash b Property Other decreases (itemize): 8 Add lines 6 and Balance at end of year. Subtract line 8 from line 5 Form 1065 (2011)

23 Form 1120 Department of the Treasury Internal Revenue Service A Check if: 1a Consolidated return (attach Form 851). b Life/nonlife consolidated return... 2 Personal holding co. (attach Sch. PH).. 3 Personal service corp. (see instructions).. 4 Schedule M-3 attached Income Deductions (See instructions for limitations on deductions.) Tax, Refundable Credits, and Payments Sign Here U.S. Corporation Income Tax Return For calendar year 2011 or tax year beginning, 2011, ending, 20 TYPE OR PRINT Name See separate instructions. Number, street, and room or suite no. If a P.O. box, see instructions. City or town, state, and ZIP code OMB No B Employer identification number C Date incorporated D Total assets (see instructions) $ E Check if: (1) Initial return (2) Final return (3) Name change (4) Address change 1a Merchant card and third-party payments. For 2011, enter a b Gross receipts or sales not reported on line 1a (see instructions) b c Total. Add lines 1a and 1b c d Returns and allowances plus any other adjustments (see instructions)... 1d e Subtract line 1d from line 1c e 2 Cost of goods sold from Form 1125-A, line 8 (attach Form 1125-A) Gross profit. Subtract line 2 from line 1e Dividends (Schedule C, line 19) Interest Gross rents Gross royalties Capital gain net income (attach Schedule D (Form 1120)) Net gain or (loss) from Form 4797, Part II, line 17 (attach Form 4797) Other income (see instructions attach schedule) Total income. Add lines 3 through Compensation of officers from Form 1125-E, line 4 (attach Form 1125-E) Salaries and wages (less employment credits) Repairs and maintenance Bad debts Rents Taxes and licenses Interest Charitable contributions Depreciation from Form 4562 not claimed on Form 1125-A or elsewhere on return (attach Form 4562) Depletion Advertising Pension, profit-sharing, etc., plans Employee benefit programs Domestic production activities deduction (attach Form 8903) Other deductions (attach schedule) Total deductions. Add lines 12 through Taxable income before net operating loss deduction and special deductions. Subtract line 27 from line a Net operating loss deduction (see instructions) a b Special deductions (Schedule C, line 20) b c Add lines 29a and 29b c 30 Taxable income. Subtract line 29c from line 28 (see instructions) Total tax (Schedule J, Part I, line 11) Total payments and refundable credits (Schedule J, Part II, line 21) Estimated tax penalty (see instructions). Check if Form 2220 is attached Amount owed. If line 32 is smaller than the total of lines 31 and 33, enter amount owed Overpayment. If line 32 is larger than the total of lines 31 and 33, enter amount overpaid Enter amount from line 35 you want: Credited to 2012 estimated tax Refunded 36 Paid Preparer Use Only Under penalties of perjury, I declare that I have examined this return, including accompanying schedules and statements, and to the best of my knowledge and belief, it is true, correct, and complete. Declaration of preparer (other than taxpayer) is based on all information of which preparer has any knowledge. May the IRS discuss this return with the preparer shown below (see instructions)? Yes No Signature of officer Date Title Print/Type preparer s name Preparer's signature Date PTIN Check if self-employed Firm s name Firm's EIN Firm's address Phone no. For Paperwork Reduction Act Notice, see separate instructions. Cat. No Q Form 1120 (2011)