Maximizing Your LLC’s Money Making and Asset Protection ... · Maximizing Your LLC’s Money Making and Asset Protection Potential Course 5

5-1

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?

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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?

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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.)? ❒ ❒ ❒

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* 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? ❒ ❒ ❒

5-5

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.

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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

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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

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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

5-9

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 84601.

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

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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, 2012.

_________________________________ Member/Manager

671111 Final K-1 Amended K-1 OMB No. 1545-0130

Schedule K-1 (Form 1120S) Department of the Treasury Internal Revenue Service

2011For 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.

Information About the Corporation Part I

A Corporation’s employer identification number

B Corporation’s name, address, city, state, and ZIP code

C IRS Center where corporation filed return

Information About the Shareholder Part II

D Shareholder’s identifying number

E Shareholder’s name, address, city, state, and ZIP code

F Shareholder’s percentage of stock ownership for tax year . . . . . . %

For

IRS

Use

Onl

y Shareholder’s Share of Current Year Income, Deductions, Credits, and Other Items

Part III

1 Ordinary business income (loss)

2 Net rental real estate income (loss)

3 Other net rental income (loss)

4 Interest income

5a Ordinary dividends

5b Qualified dividends

6 Royalties

7 Net short-term capital gain (loss)

8a Net long-term capital gain (loss)

8b Collectibles (28%) gain (loss)

8c Unrecaptured section 1250 gain

9 Net section 1231 gain (loss)

10 Other income (loss)

11 Section 179 deduction

12 Other deductions

13 Credits

14 Foreign transactions

15 Alternative minimum tax (AMT) items

16 Items affecting shareholder basis

17 Other information

* See attached statement for additional information.

For Paperwork Reduction Act Notice, see Instructions for Form 1120S. Cat. No. 11520D Schedule K-1 (Form 1120S) 2011

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 1040. For detailed reporting and filing information, see the separate Shareholder’s Instructions for Schedule K-1 and the instructions for your income tax return.

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 128b. 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. 1256 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%) G Contributions (100%)

} See the Shareholder’s Instructions

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 D Low-income housing credit (other)

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 K Disabled access credit L Empowerment zone and renewal

communtiy employment credit } See the Shareholder’s

Instructions

Code Report on

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 62P Other credits See the Shareholder’s Instructions

14. Foreign transactions A Name of country or U.S.

possession B Gross income from all sources C Gross income sourced at

shareholder level

} Form 1116, Part I

Foreign gross income sourced at corporate level D Passive category E General category F Other

} Form 1116, Part I

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 K Other

} Form 1116, Part I

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 B Adjusted gain or loss C Depletion (other than oil & gas) D Oil, gas, & geothermal—gross income E Oil, gas, & geothermal—deductions F Other AMT items

} See the Shareholder’s Instructions and the Instructions for Form 6251

16. Items affecting shareholder basis A Tax-exempt interest income Form 1040, line 8b B Other tax-exempt income C Nondeductible expenses D Distributions 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

expenditures Q CCF nonqualified withdrawals R Depletion information—oil and gas S Amortization of reforestation

costs T Section 108(i) informationU Other information


Schedule K-1 (Form 1065-B)

2011

Cat. No. 25437H

Partner’s Share of Income (Loss) From an Electing Large Partnership

Copy A

For Internal Revenue

Service Center

Department of the Treasury - Internal Revenue Service

File with Form 1065-B.

OMB No. 1545-1626

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.

CORRECTED PUBLICLY TRADED PARTNERSHIPPARTNERSHIP’S name, street address, city, state, and ZIP code.

PARTNERSHIP’S Employer I.D. number PARTNER’S identifying 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 . . . . . . . . . . . $

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

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


Do NOT Cut or Separate Forms on This Page


2011Partner’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.

OMB No. 1545-1626CORRECTED (if checked) PUBLICLY TRADED PARTNERSHIP (if checked)

PARTNERSHIP’S name, street address, city, state, and ZIP code.


PARTNER’S name




a Nonrecourse . . . . . . . . . $


c Other . . . . . . . . . . . $








9 Other

Schedule K-1 (Form 1065-B) (Keep for your records.)


2011Partner’s Share

of Income (Loss) From an Electing Large Partnership

Copy C

For Electing Large Partnership


OMB No. 1545-1626

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.

CORRECTED PUBLICLY TRADED PARTNERSHIPPARTNERSHIP’S name, street address, city, state, and ZIP code.


PARTNER’S name




a Nonrecourse . . . . . . . . . $


c Other . . . . . . . . . . . $








9 Other


Form 1040 Department of the Treasury—Internal Revenue Service

OMB No. 1545-0074

(99)

IRS Use Only—Do not write or staple in this space. U.S. Individual Income Tax Return 2011For 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

▲ Make sure the SSN(s) above and on line 6c are correct.

Home address (number and street). If you have a P.O. box, see instructions. Apt. no.

City, town or post office, state, and ZIP code. If you have a foreign address, also complete spaces below (see instructions).

Foreign country name Foreign province/county Foreign postal code

Presidential Election Campaign

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

Check only one box.

1 Single

2 Married filing jointly (even if only one had income)

3 Married filing separately. Enter spouse’s SSN above and full name here. ▶

4 Head of household (with qualifying person). (See instructions.) If

the qualifying person is a child but not your dependent, enter this

child’s name here. ▶

5 Qualifying widow(er) with dependent child

Exemptions 6a Yourself. If someone can claim you as a dependent, do not check box 6a . . . . .

b Spouse . . . . . . . . . . . . . . . . . . . . . . . .} Boxes checked

on 6a and 6b

c Dependents: (1) First name Last name

(2) Dependent’s social security number

(3) Dependent’s relationship to you

(4) ✓ if child under age 17 qualifying for child tax credit

(see instructions)

If more than four dependents, see instructions and check here ▶

d Total number of exemptions claimed . . . . . . . . . . . . . . . . .

No. of children on 6c who: • lived with you • did not live with you due to divorce or separation (see instructions)

Dependents on 6c not entered above

Add numbers on lines above ▶

Income

Attach Form(s) W-2 here. Also attach Forms W-2G and 1099-R if tax was withheld.

If you did not get a W-2, see instructions.

Enclose, but do not attach, any payment. Also, please use Form 1040-V.

7 Wages, salaries, tips, etc. Attach Form(s) W-2 . . . . . . . . . . . . 7

8a Taxable interest. Attach Schedule B if required . . . . . . . . . . . . 8a

b Tax-exempt interest. Do not include on line 8a . . . 8b

9 a Ordinary dividends. Attach Schedule B if required . . . . . . . . . . . 9a

b Qualified dividends . . . . . . . . . . . 9b

10 Taxable refunds, credits, or offsets of state and local income taxes . . . . . . 10

11 Alimony received . . . . . . . . . . . . . . . . . . . . . 11

12 Business income or (loss). Attach Schedule C or C-EZ . . . . . . . . . . 12

13 Capital gain or (loss). Attach Schedule D if required. If not required, check here ▶ 13

14 Other gains or (losses). Attach Form 4797 . . . . . . . . . . . . . . 14

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

18 Farm income or (loss). Attach Schedule F . . . . . . . . . . . . . . 18

19 Unemployment compensation . . . . . . . . . . . . . . . . . 19

20 a Social security benefits 20a b Taxable amount . . . 20b

21 Other income. List type and amount 21 22 Combine the amounts in the far right column for lines 7 through 21. This is your total income ▶ 22

Adjusted Gross Income

23 Educator expenses . . . . . . . . . . 23

24 Certain business expenses of reservists, performing artists, and fee-basis government officials. Attach Form 2106 or 2106-EZ 24

25 Health savings account deduction. Attach Form 8889 . 25

26 Moving expenses. Attach Form 3903 . . . . . . 26

27 Deductible part of self-employment tax. Attach Schedule SE . 27

28 Self-employed SEP, SIMPLE, and qualified plans . . 28

29 Self-employed health insurance deduction . . . . 29

30 Penalty on early withdrawal of savings . . . . . . 30

31 a Alimony paid b Recipient’s SSN ▶ 31a

32 IRA deduction . . . . . . . . . . . . . 32

33 Student loan interest deduction . . . . . . . . 33

34 Tuition and fees. Attach Form 8917 . . . . . . . 34

35 Domestic production activities deduction. Attach Form 8903 35

36 Add lines 23 through 35 . . . . . . . . . . . . . . . . . . . 36 37 Subtract line 36 from line 22. This is your adjusted gross income . . . . . ▶ 37

For Disclosure, Privacy Act, and Paperwork Reduction Act Notice, see separate instructions. Cat. No. 11320B Form 1040 (2011)

Form 1040 (2011) Page 2

Tax and Credits

38 Amount from line 37 (adjusted gross income) . . . . . . . . . . . . . . 38

39a Check if:

{ You were born before January 2, 1947, Blind.

Spouse was born before January 2, 1947, Blind.} Total boxes

checked ▶ 39a

b If your spouse itemizes on a separate return or you were a dual-status alien, check here ▶ 39b Standard Deduction for— • People who check any box on line 39a or 39b or who can be claimed as a dependent, see instructions. • All others: Single or Married filing separately, $5,800 Married filing jointly or Qualifying widow(er), $11,600 Head of household, $8,500

40 Itemized deductions (from Schedule A) or your standard deduction (see left margin) . . 40

41 Subtract line 40 from line 38 . . . . . . . . . . . . . . . . . . . 41

42 Exemptions. Multiply $3,700 by the number on line 6d . . . . . . . . . . . . 42

43 Taxable income. Subtract line 42 from line 41. If line 42 is more than line 41, enter -0- . . 43

44 Tax (see instructions). Check if any from: a Form(s) 8814 b Form 4972 c 962 election 44

45 Alternative minimum tax (see instructions). Attach Form 6251 . . . . . . . . . 45

46 Add lines 44 and 45 . . . . . . . . . . . . . . . . . . . . . ▶ 46

47 Foreign tax credit. Attach Form 1116 if required . . . . 47

48 Credit for child and dependent care expenses. Attach Form 2441 48

49 Education credits from Form 8863, line 23 . . . . . 49

50 Retirement savings contributions credit. Attach Form 8880 50

51 Child tax credit (see instructions) . . . . . . . . 51

52 Residential energy credits. Attach Form 5695 . . . . 52

53 Other credits from Form: a 3800 b 8801 c 53

54 Add lines 47 through 53. These are your total credits . . . . . . . . . . . . 5455 Subtract line 54 from line 46. If line 54 is more than line 46, enter -0- . . . . . . ▶ 55

Other Taxes

56 Self-employment tax. Attach Schedule SE . . . . . . . . . . . . . . . 56

57 Unreported social security and Medicare tax from Form: a 4137 b 8919 . . 57

58 Additional tax on IRAs, other qualified retirement plans, etc. Attach Form 5329 if required . . 58

59a 59a

b 59bHousehold employment taxes from Schedule H . . . . . . . . . . . . . .

First-time homebuyer credit repayment. Attach Form 5405 if required . . . . . . . .

60 Other taxes. Enter code(s) from instructions 60

61 Add lines 55 through 60. This is your total tax . . . . . . . . . . . . . ▶ 61

Payments 62 Federal income tax withheld from Forms W-2 and 1099 . . 62

63 2011 estimated tax payments and amount applied from 2010 return 63If you have a qualifying child, attach Schedule EIC.

64a Earned income credit (EIC) . . . . . . . . . . 64a

b Nontaxable combat pay election 64b

65 Additional child tax credit. Attach Form 8812 . . . . . . 65

66 American opportunity credit from Form 8863, line 14 . . . 66

67 First-time homebuyer credit from Form 5405, line 10 . . . 67

68 Amount paid with request for extension to file . . . . . 68

69 Excess social security and tier 1 RRTA tax withheld . . . . 69

70 Credit for federal tax on fuels. Attach Form 4136 . . . . 70

71 Credits from Form: a 2439 b 8839 c 8801 d 8885 7172 Add lines 62, 63, 64a, and 65 through 71. These are your total payments . . . . . ▶ 72

Refund

Direct deposit? See instructions.

73 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 ▶ 75Amount You Owe

76 Amount you owe. Subtract line 72 from line 61. For details on how to pay, see instructions ▶ 76

77 Estimated tax penalty (see instructions) . . . . . . . 77

Third Party Designee

Do you want to allow another person to discuss this return with the IRS (see instructions)? Yes. Complete below. No

Designee’s name ▶

Phone no. ▶

Personal identification number (PIN) ▶

Sign Here Joint return? See instructions. Keep a copy for your records.

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.)

Paid Preparer Use Only

Print/Type preparer’s name Preparer’s signature Date Check if self-employed

PTIN

Firm’s name ▶

Firm’s address ▶

Firm's EIN ▶

Phone no.

Form 1040 (2011)

Form 1065 Department of the Treasury Internal Revenue Service

U.S. Return of Partnership Income For calendar year 2011, or tax year beginning , 2011, ending , 20 .

▶ See separate instructions.

OMB No. 1545-0099

2011

Print or

type.

Name of partnership

Number, street, and room or suite no. If a P.O. box, see the instructions.

City or town, state, and ZIP code

A Principal business activity

B Principal product or service

C Business code number

D Employer identification number

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.

Inco

me

1a Merchant card and third-party payments (including amounts reported on Form(s) 1099-K). For 2011, enter -0- . . . . 1a

b Gross receipts or sales not reported on line 1a (see instructions) 1b c Total. Add lines 1a and 1b . . . . . . . . . . . 1c d Returns and allowances plus any other adjustments to line 1a

(see instructions) . . . . . . . . . . . . . . 1de Subtract line 1d from line 1c . . . . . . . . . . . 1e

2 Cost of goods sold (attach Form 1125-A) . . . . . . 2 3 Gross profit. Subtract line 2 from line 1e . . . . . . . . . . . . . . . . . 3 4 Ordinary income (loss) from other partnerships, estates, and trusts (attach statement) . . 4 5 Net farm profit (loss) (attach Schedule F (Form 1040)) . . . . . . . . . . . . 5 6 Net gain (loss) from Form 4797, Part II, line 17 (attach Form 4797) . . . . . . . . 6 7 Other income (loss) (attach statement) . . . . . . . . . . . . . . . . . 7 8 Total income (loss). Combine lines 3 through 7 . . . . . . . . . . . . . . 8

Ded

ucti

ons

(s

ee t

he in

stru

ctio

ns fo

r lim

itatio

ns) 9 Salaries and wages (other than to partners) (less employment credits) . . . . . . . 9

10 Guaranteed payments to partners . . . . . . . . . . . . . . . . . . . 10 11 Repairs and maintenance . . . . . . . . . . . . . . . . . . . . . . 11 12 Bad debts . . . . . . . . . . . . . . . . . . . . . . . . . . . 12 13 Rent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13 14 Taxes and licenses . . . . . . . . . . . . . . . . . . . . . . . . 14 15 Interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15 16a Depreciation (if required, attach Form 4562) . . . . . . 16a

b Less depreciation reported on Form 1125-A and elsewhere on return 16b 16c 17 Depletion (Do not deduct oil and gas depletion.) . . . . . . . . . . . . . 17 18 Retirement plans, etc. . . . . . . . . . . . . . . . . . . . . . . . 18 19 Employee benefit programs . . . . . . . . . . . . . . . . . . . . . 19 20 Other deductions (attach statement) . . . . . . . . . . . . . . . . . . 20 21 Total deductions. Add the amounts shown in the far right column for lines 9 through 20 . 21 22 Ordinary business income (loss). Subtract line 21 from line 8 . . . . . . . . . 22

Sign Here

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 DateCheck if self- employed

PTIN

Firm’s name ▶

Firm’s address ▶

Firm's EIN ▶

Phone no.

For Paperwork Reduction Act Notice, see separate instructions. Cat. No. 11390Z Form 1065 (2011)

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? . . . . . . . . . . . . . . . . . . . . . . . . . . .

3 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 theprofit, loss, or capital of the partnership? For rules of constructive ownership, see instructions. If “Yes,” attachSchedule 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 ofthe partnership? For rules of constructive ownership, see instructions. If “Yes,” attach Schedule B-1, Informationon Partners Owning 50% or More of the Partnership . . . . . . . . . . . . . . . . . . . .

4 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)

Form 1065 (2011) Page 3 Yes No

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 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

6 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-3 . . . . . . . . . . . . . . .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)? . . . . . . . . . . . .

8 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? . . . . . . . . . . . . . . . . . .

9 Has this partnership filed, or is it required to file, Form 8918, Material Advisor Disclosure Statement, to provide information on any reportable transaction? . . . . . . . . . . . . . . . . . . . . . . . .

10 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 90-22.1, 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 . . . . . . . . .

12a 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) . . . . . . . . . . . . . . . . . ▶

14 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? . . . . . . . . . . . . . . . . . . . . . . . .

15 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? . . . . . . . . . . . . . . . . . . .

19 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:

Name of designated TMP

▲

Identifying number of TMP

▲

If the TMP is an entity, name of TMP representative

▲

Phone number of TMP

▲

Address of designated TMP

▲

Form 1065 (2011)

Form 1065 (2011) Page 4 Schedule K Partners’ Distributive Share Items Total amount

Inco

me

(Lo

ss)

1 Ordinary business income (loss) (page 1, line 22) . . . . . . . . . . . . . 12 Net rental real estate income (loss) (attach Form 8825) . . . . . . . . . . . 2 3a Other gross rental income (loss) . . . . . . . . 3a b Expenses from other rental activities (attach statement) 3b c Other net rental income (loss). Subtract line 3b from line 3a . . . . . . . . . 3c

4 Guaranteed payments . . . . . . . . . . . . . . . . . . . . . 4 5 Interest income . . . . . . . . . . . . . . . . . . . . . . . . 5 6 Dividends: a Ordinary dividends . . . . . . . . . . . . . . . . . 6a

b Qualified dividends . . . . . . 6b 7 Royalties . . . . . . . . . . . . . . . . . . . . . . . . . . 7 8 Net short-term capital gain (loss) (attach Schedule D (Form 1065)) . . . . . . . 8 9 a Net long-term capital gain (loss) (attach Schedule D (Form 1065)) . . . . . . . 9a b Collectibles (28%) gain (loss) . . . . . . . . . 9b c Unrecaptured section 1250 gain (attach statement) . . 9c

10 Net section 1231 gain (loss) (attach Form 4797) . . . . . . . . . . . . . 10 11 Other income (loss) (see instructions) Type ▶ 11

Ded

ucti

ons

12 Section 179 deduction (attach Form 4562) . . . . . . . . . . . . . . . 12 13a Contributions . . . . . . . . . . . . . . . . . . . . . . . . 13a

b Investment interest expense . . . . . . . . . . . . . . . . . . . 13b c Section 59(e)(2) expenditures: (1) Type ▶ (2) Amount ▶ 13c(2)

d Other deductions (see instructions) Type ▶ 13d

Sel

f-

Empl

oy-

men

t

14a Net earnings (loss) from self-employment . . . . . . . . . . . . . . . 14a b Gross farming or fishing income . . . . . . . . . . . . . . . . . . 14b c Gross nonfarm income . . . . . . . . . . . . . . . . . . . . . 14c

Cre

dit

s

15a Low-income housing credit (section 42(j)(5)) . . . . . . . . . . . . . . 15a b Low-income housing credit (other) . . . . . . . . . . . . . . . . . 15b c Qualified rehabilitation expenditures (rental real estate) (attach Form 3468) . . . . 15c 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

Fore

ign

Tra

nsac

tio

ns

16a Name of country or U.S. possession ▶

b Gross income from all sources . . . . . . . . . . . . . . . . . . . 16b c Gross income sourced at partner level . . . . . . . . . . . . . . . . 16c

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 . . . . . . . . . . ▶ 16h

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 . . . . . . . . 16l m Reduction in taxes available for credit (attach statement) . . . . . . . . . . 16m n Other foreign tax information (attach statement) . . . . . . . . . . . . .

Alt

erna

tive

M

inim

um T

ax

(AM

T) I

tem

s

17a Post-1986 depreciation adjustment . . . . . . . . . . . . . . . . . 17a b Adjusted gain or loss . . . . . . . . . . . . . . . . . . . . . . 17b c Depletion (other than oil and gas) . . . . . . . . . . . . . . . . . . 17c d Oil, gas, and geothermal properties—gross income . . . . . . . . . . . . 17d e Oil, gas, and geothermal properties—deductions . . . . . . . . . . . . . 17e f Other AMT items (attach statement) . . . . . . . . . . . . . . . . . 17f

Oth

er In

form

atio

n 18a Tax-exempt interest income . . . . . . . . . . . . . . . . . . . . 18a b Other tax-exempt income . . . . . . . . . . . . . . . . . . . . 18b c Nondeductible expenses . . . . . . . . . . . . . . . . . . . . . 18c

19a Distributions of cash and marketable securities . . . . . . . . . . . . . 19a b Distributions of other property . . . . . . . . . . . . . . . . . . . 19b

20a Investment income . . . . . . . . . . . . . . . . . . . . . . . 20a b Investment expenses . . . . . . . . . . . . . . . . . . . . . . 20b c Other items and amounts (attach statement) . . . . . . . . . . . . . .

Form 1065 (2011)

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 . . . . . . . . . . . . . . . . . . 1

2 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 . . . . . . . . . . . . .2a Trade notes and accounts receivable . . .b Less allowance for bad debts . . . . .

3 Inventories . . . . . . . . . . .4 U.S. government obligations . . . . .5 Tax-exempt securities . . . . . . .6 Other current assets (attach statement) . .7a Loans to partners (or persons related to partners)

b Mortgage and real estate loans . . . .8 Other investments (attach statement) . . .9a Buildings and other depreciable assets . .

b Less accumulated depreciation . . . .10a Depletable assets . . . . . . . . .

b Less accumulated depletion . . . . .11 Land (net of any amortization) . . . . .12a Intangible assets (amortizable only) . . .

b Less accumulated amortization . . . .13 Other assets (attach statement) . . . .14 Total assets . . . . . . . . . . .

Liabilities and Capital 15 Accounts payable . . . . . . . . .16 Mortgages, notes, bonds payable in less than 1 year

17 Other current liabilities (attach statement) .18 All nonrecourse loans . . . . . . . .19a Loans from partners (or persons related to partners)

b Mortgages, notes, bonds payable in 1 year or more 20 Other liabilities (attach statement) . . . .21 Partners’ capital accounts . . . . . .22 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 . . . .

2

Income included on Schedule K, lines 1, 2, 3c,5, 6a, 7, 8, 9a, 10, and 11, not recorded onbooks this year (itemize):

3 Guaranteed payments (other than health insurance) . . . . . . .

4

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 4 . . . . . .

6

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 7 . . . . . . . .9 Income (loss) (Analysis of Net Income

(Loss), line 1). Subtract line 8 from line 5 .

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 . . . . 4 Other increases (itemize): 5 Add lines 1 through 4 . . . . . .

6 Distributions: a Cash . . . . . .b Property . . . . .

7 Other decreases (itemize):

8 Add lines 6 and 7 . . . . . . . .9 Balance at end of year. Subtract line 8 from line 5

Form 1065 (2011)

Form 1120Department of the Treasury Internal Revenue Service

U.S. Corporation Income Tax ReturnFor calendar year 2011 or tax year beginning , 2011, ending , 20

▶ See separate instructions.

OMB No. 1545-0123

2011

TYPE OR PRINT

Name

Number, street, and room or suite no. If a P.O. box, see instructions.

City or town, state, and ZIP code

A Check if:1a Consolidated return

(attach Form 851) . b Life/nonlife consoli-

dated return . . .2 Personal holding co.

(attach Sch. PH) . .3 Personal service corp.

(see instructions) . .4 Schedule M-3 attached

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

Inco

me

1a Merchant card and third-party payments. For 2011, enter -0- . . . . . . 1a

b Gross receipts or sales not reported on line 1a (see instructions) . . . . . 1b

c Total. Add lines 1a and 1b . . . . . . . . . . . . . . . . 1c

d Returns and allowances plus any other adjustments (see instructions) . . . 1d

e Subtract line 1d from line 1c . . . . . . . . . . . . . . . . . . . . . . . 1e

2 Cost of goods sold from Form 1125-A, line 8 (attach Form 1125-A) . . . . . . . . . . . . 2

3 Gross profit. Subtract line 2 from line 1e . . . . . . . . . . . . . . . . . . . . 3

4 Dividends (Schedule C, line 19) . . . . . . . . . . . . . . . . . . . . . . 4

5 Interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5

6 Gross rents . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6

7 Gross royalties . . . . . . . . . . . . . . . . . . . . . . . . . . . 7

8 Capital gain net income (attach Schedule D (Form 1120)) . . . . . . . . . . . . . . . 8

9 Net gain or (loss) from Form 4797, Part II, line 17 (attach Form 4797) . . . . . . . . . . . 9

10 Other income (see instructions—attach schedule) . . . . . . . . . . . . . . . . . 10

11 Total income. Add lines 3 through 10 . . . . . . . . . . . . . . . . . . . . . ▶ 11

Ded

ucti

ons

(See

inst

ruct

ions

fo

r lim

itat

ions

on

ded

ucti

ons

.) 12 Compensation of officers from Form 1125-E, line 4 (attach Form 1125-E) . . . . . . . . . . ▶ 12

13 Salaries and wages (less employment credits) . . . . . . . . . . . . . . . . . . 13

14 Repairs and maintenance . . . . . . . . . . . . . . . . . . . . . . . . 14

15 Bad debts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15

16 Rents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16

17 Taxes and licenses . . . . . . . . . . . . . . . . . . . . . . . . . . 17

18 Interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18

19 Charitable contributions . . . . . . . . . . . . . . . . . . . . . . . . . 19

20 Depreciation from Form 4562 not claimed on Form 1125-A or elsewhere on return (attach Form 4562) . . 20

21 Depletion . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21

22 Advertising . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22

23 Pension, profit-sharing, etc., plans . . . . . . . . . . . . . . . . . . . . . 23

24 Employee benefit programs . . . . . . . . . . . . . . . . . . . . . . . 24

25 Domestic production activities deduction (attach Form 8903) . . . . . . . . . . . . . . 25

26 Other deductions (attach schedule) . . . . . . . . . . . . . . . . . . . . . 26

27 Total deductions. Add lines 12 through 26 . . . . . . . . . . . . . . . . . . . ▶ 27

28 Taxable income before net operating loss deduction and special deductions. Subtract line 27 from line 11. 28

29a Net operating loss deduction (see instructions) . . . . . . . . . . 29a

b Special deductions (Schedule C, line 20) . . . . . . . . . . . . 29b

c Add lines 29a and 29b . . . . . . . . . . . . . . . . . . . . . . . . . 29c

Tax

, Ref

und

able

Cre

dit

s, a

nd

Pay

men

ts

30 Taxable income. Subtract line 29c from line 28 (see instructions) . . . . . . . . . . . . 30

31 Total tax (Schedule J, Part I, line 11) . . . . . . . . . . . . . . . . . . . . . 31

32 Total payments and refundable credits (Schedule J, Part II, line 21) . . . . . . . . . . . . 32

33 Estimated tax penalty (see instructions). Check if Form 2220 is attached . . . . . . . . ▶ 33

34 Amount owed. If line 32 is smaller than the total of lines 31 and 33, enter amount owed . . . . . 3435 Overpayment. If line 32 is larger than the total of lines 31 and 33, enter amount overpaid . . . . . 3536 Enter amount from line 35 you want: Credited to 2012 estimated tax ▶ Refunded ▶ 36

Sign Here

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.

▲

Signature of officer Date

▲

Title

May the IRS discuss this return with the preparer shown below (see instructions)? Yes No


Print/Type preparer’s name Preparer's signature DateCheck if self-employed

PTIN

Firm’s name ▶ Firm's EIN ▶

Firm's address ▶ Phone no.

For Paperwork Reduction Act Notice, see separate instructions. Cat. No. 11450Q Form 1120 (2011)

Form 1120 (2011) Page 2Schedule C Dividends and Special Deductions (see instructions) (a) Dividends

received(b) % (c) Special deductions

(a) × (b)

1

Dividends from less-than-20%-owned domestic corporations (other than debt-financed stock) . . . . . . . . . . . . . . . . . . . . . . . .

2

Dividends from 20%-or-more-owned domestic corporations (other than debt-financed stock) . . . . . . . . . . . . . . . . . . . . . . . .

3 Dividends on debt-financed stock of domestic and foreign corporations . . . . .

4 Dividends on certain preferred stock of less-than-20%-owned public utilities . . .

5 Dividends on certain preferred stock of 20%-or-more-owned public utilities . . . .

6 Dividends from less-than-20%-owned foreign corporations and certain FSCs . . .

7 Dividends from 20%-or-more-owned foreign corporations and certain FSCs . . .

8 Dividends from wholly owned foreign subsidiaries . . . . . . . . . . .

9 Total. Add lines 1 through 8. See instructions for limitation . . . . . . . .

10

Dividends from domestic corporations received by a small business investment company operating under the Small Business Investment Act of 1958 . . . . .

11 Dividends from affiliated group members . . . . . . . . . . . . . .

12 Dividends from certain FSCs . . . . . . . . . . . . . . . . .

13 Dividends from foreign corporations not included on lines 3, 6, 7, 8, 11, or 12 . . .

14 Income from controlled foreign corporations under subpart F (attach Form(s) 5471) .

15 Foreign dividend gross-up . . . . . . . . . . . . . . . . . .

16 IC-DISC and former DISC dividends not included on lines 1, 2, or 3 . . . . . .

17 Other dividends . . . . . . . . . . . . . . . . . . . . .

18 Deduction for dividends paid on certain preferred stock of public utilities . . . .

19 Total dividends. Add lines 1 through 17. Enter here and on page 1, line 4 . . . ▶

20 Total special deductions. Add lines 9, 10, 11, 12, and 18. Enter here and on page 1, line 29b . . . . . . . ▶

Form 1120 (2011)

Form 1120 (2011) Page 3Schedule J Tax Computation and Payment (see instructions)

Part I–Tax Computation1 Check if the corporation is a member of a controlled group (attach Schedule O (Form 1120)) . . . . ▶

2 Income tax. Check if a qualified personal service corporation (see instructions) . . . . . . . . ▶ 2

3 Alternative minimum tax (attach Form 4626) . . . . . . . . . . . . . . . . . . . . 3

4 Add lines 2 and 3 . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4

5 a Foreign tax credit (attach Form 1118) . . . . . . . . . . . . . . 5a

b Credit from Form 8834, line 30 (attach Form 8834) . . . . . . . . . . 5b

c General business credit (attach Form 3800) . . . . . . . . . . . . 5c

d Credit for prior year minimum tax (attach Form 8827) . . . . . . . . . 5d

e Bond credits from Form 8912 . . . . . . . . . . . . . . . . 5e

6 Total credits. Add lines 5a through 5e . . . . . . . . . . . . . . . . . . . . . 6

7 Subtract line 6 from line 4 . . . . . . . . . . . . . . . . . . . . . . . . . 7

8 Personal holding company tax (attach Schedule PH (Form 1120)) . . . . . . . . . . . . . . 8

9 a Recapture of investment credit (attach Form 4255) . . . . . . . . . . 9a

b Recapture of low-income housing credit (attach Form 8611) . . . . . . . 9b

c Interest due under the look-back method—completed long-term contracts (attach Form 8697) . . . . . . . . . . . . . . . . . . . . . . 9c

d Interest due under the look-back method—income forecast method (attach Form 8866) . . . . . . . . . . . . . . . . . . . . . . . 9d

e Alternative tax on qualifying shipping activities (attach Form 8902) . . . . . 9e

f Other (see instructions—attach schedule) . . . . . . . . . . . . . 9f

10 Total. Add lines 9a through 9f . . . . . . . . . . . . . . . . . . . . . . . . 10

11 Total tax. Add lines 7, 8, and 10. Enter here and on page 1, line 31 . . . . . . . . . . . . . 11 Part II–Payments and Refundable Credits

12 2010 overpayment credited to 2011 . . . . . . . . . . . . . . . . . . . . . . 12

13 2011 estimated tax payments . . . . . . . . . . . . . . . . . . . . . . . . 13

14 2011 refund applied for on Form 4466 . . . . . . . . . . . . . . . . . . . . . . 14 ( )

15 Combine lines 12, 13, and 14 . . . . . . . . . . . . . . . . . . . . . . . . 15

16 Tax deposited with Form 7004 . . . . . . . . . . . . . . . . . . . . . . . . 16

17 Withholding (see instructions) . . . . . . . . . . . . . . . . . . . . . . . . 17

18 Total payments. Add lines 15, 16, and 17 . . . . . . . . . . . . . . . . . . . . . 18

19 Refundable credits from:

a Form 2439 . . . . . . . . . . . . . . . . . . . . . . 19a

b Form 4136 . . . . . . . . . . . . . . . . . . . . . . 19b

c Form 3800, line 17c and Form 8827, line 8c . . . . . . . . . . . . 19c

d Other (attach schedule—see instructions) . . . . . . . . . . . . . 19d

20 Total credits. Add lines 19a through 19d . . . . . . . . . . . . . . . . . . . . . 20

21 Total payments and credits. Add lines 18 and 20. Enter here and on page 1, line 32 . . . . . . . . 21Schedule K Other Information (see instructions)

1 Check accounting method: a Cash b Accrual c Other (specify) ▶ Yes No

2 See the instructions and enter the:

a Business activity code no. ▶

b Business activity ▶

c Product or service ▶

3 Is the corporation a subsidiary in an affiliated group or a parent-subsidiary controlled group? . . . . . . . . . .If “Yes,” enter name and EIN of the parent corporation ▶

4 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 own directly 20% or more, or own, directly or indirectly, 50% or more of the total voting power of all classes of the corporation’s stock entitled to vote? If "Yes," complete Part I of Schedule G (Form 1120) (attach Schedule G) . . . . . .

b Did any individual or estate own directly 20% or more, or own, directly or indirectly, 50% or more of the total voting power of all classes of the corporation’s stock entitled to vote? If "Yes," complete Part II of Schedule G (Form 1120) (attach Schedule G) .

Form 1120 (2011)

Form 1120 (2011) Page 4Schedule K Other Information continued (see instructions)

Yes No

5 At the end of the tax year, did the corporation:

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 not included on Form 851, Affiliations Schedule? 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 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 (iv) below.

(i) Name of Entity(ii) Employer

Identification Number (if any)

(iii) Country of Organization

(iv) Maximum Percentage Owned in Profit, Loss, or Capital

6 During this tax year, did the corporation pay dividends (other than stock dividends and distributions in exchange for stock) in excess of the corporation’s current and accumulated earnings and profits? (See sections 301 and 316.) . . . . . . .

If "Yes," file Form 5452, Corporate Report of Nondividend Distributions.

If this is a consolidated return, answer here for the parent corporation and on Form 851 for each subsidiary.

7 At any time during the tax year, did one foreign person own, directly or indirectly, at least 25% of (a) the total voting power of all classes of the corporation’s stock entitled to vote or (b) the total value of all classes of the corporation’s stock? . . . .

For rules of attribution, see section 318. If “Yes,” enter:(i) Percentage owned ▶ and (ii) Owner’s country ▶

(c) The corporation may have to file Form 5472, Information Return of a 25% Foreign-Owned U.S. Corporation or a Foreign Corporation Engaged in a U.S. Trade or Business. Enter the number of Forms 5472 attached ▶

8 Check this box if the corporation issued publicly offered debt instruments with original issue discount . . . . . . ▶

If checked, the corporation may have to file Form 8281, Information Return for Publicly Offered Original Issue Discount Instruments.

9 Enter the amount of tax-exempt interest received or accrued during the tax year ▶ $

10 Enter the number of shareholders at the end of the tax year (if 100 or fewer) ▶

11 If the corporation has an NOL for the tax year and is electing to forego the carryback period, check here . . . . . ▶

If the corporation is filing a consolidated return, the statement required by Regulations section 1.1502-21(b)(3) must be attached or the election will not be valid.

12 Enter the available NOL carryover from prior tax years (do not reduce it by any deduction on line 29a.) ▶ $

13 Are the corporation’s total receipts (line 1c plus lines 4 through 10 on page 1) for the tax year and its total assets at the end of the tax year less than $250,000? . . . . . . . . . . . . . . . . . . . . . . . . . . . .

If “Yes,” the corporation is not required to complete Schedules L, M-1, and M-2 on page 5. Instead, enter the total amount of cash distributions and the book value of property distributions (other than cash) made during the tax year. ▶ $

14 Is the corporation required to file Schedule UTP (Form 1120), Uncertain Tax Position Statement (see instructions)? . . . .

If “Yes,” complete and attach Schedule UTP.

15a Did the corporation make any payments in 2011 that would require it to file Form(s) 1099 (see instructions)? . . . . . .

b If “Yes,” did or will the corporation file all required Forms 1099? . . . . . . . . . . . . . . . . . . .Form 1120 (2011)

Form 1120 (2011) Page 5Schedule L Balance Sheets per Books Beginning of tax year End of tax year

( ) ( )

( ) ( )

( ) ( )

( ) ( )

( ) ( )

Assets (a) (b) (c) (d)

1 Cash . . . . . . . . . . . .

2a Trade notes and accounts receivable . . .

b Less allowance for bad debts . . . . .

3 Inventories . . . . . . . . . . .

4 U.S. government obligations . . . . .

5 Tax-exempt securities (see instructions) . .

6 Other current assets (attach schedule) . . .

7 Loans to shareholders . . . . . . .

8 Mortgage and real estate loans . . . . .

9 Other investments (attach schedule) . . .

10a Buildings and other depreciable assets . .

b Less accumulated depreciation . . . . .

11a Depletable assets . . . . . . . . .

b Less accumulated depletion . . . . . .

12 Land (net of any amortization) . . . . .

13a Intangible assets (amortizable only) . . .

b Less accumulated amortization . . . . .

14 Other assets (attach schedule) . . . . .15 Total assets . . . . . . . . . .

Liabilities and Shareholders’ Equity16 Accounts payable . . . . . . . . .

17 Mortgages, notes, bonds payable in less than 1 year

18 Other current liabilities (attach schedule) . .

19 Loans from shareholders . . . . . . .

20 Mortgages, notes, bonds payable in 1 year or more

21 Other liabilities (attach schedule) . . . .

22 Capital stock: a Preferred stock . . . .

b Common stock . . . .

23 Additional paid-in capital . . . . . . .

24 Retained earnings—Appropriated (attach schedule)

25 Retained earnings—Unappropriated . . .

26 Adjustments to shareholders’ equity (attach schedule)

27 Less cost of treasury stock . . . . . .28 Total liabilities and shareholders’ equity . .

Schedule M-1 Reconciliation of Income (Loss) per Books With Income per Return Note: Schedule M-3 required instead of Schedule M-1 if total assets are $10 million or more—see instructions

1 Net income (loss) per books . . . . . .

2 Federal income tax per books . . . . .

3 Excess of capital losses over capital gains .

4 Income subject to tax not recorded on books this year (itemize):

5 Expenses recorded on books this year not deducted on this return (itemize):

a Depreciation . . . . $

b Charitable contributions . $

c Travel and entertainment . $

6 Add lines 1 through 5 . . . . . . . .

7 Income recorded on books this year not included on this return (itemize):

Tax-exempt interest $

8 Deductions on this return not charged against book income this year (itemize):

a Depreciation . . $

b Charitable contributions $

9 Add lines 7 and 8 . . . . . . 10 Income (page 1, line 28)—line 6 less line 9

Schedule M-2 Analysis of Unappropriated Retained Earnings per Books (Line 25, Schedule L)1 Balance at beginning of year . . . . .

2 Net income (loss) per books . . . . . .

3 Other increases (itemize):

4 Add lines 1, 2, and 3 . . . . . . . .

5 Distributions: a Cash . . . .

b Stock . . . .

c Property . . .

6 Other decreases (itemize):

7 Add lines 5 and 6 . . . . . .8 Balance at end of year (line 4 less line 7)

Form 1120 (2011)