RE: Follow Up from teleconference last week #2

RE: Follow Up from teleconference last week
Email-ID 	1458921
Date 	2011-06-10 19:41:29
From 	[email protected]
To 	[email protected], [email protected], [email protected], [email protected]
Holly,



I guess I don't understand the IRS and GAAP concerns. It seems to me that
we are going to have to account for these expenses in any event, so I
don't how GAAP is relevant, and I would think that this structure makes us
more, not less, susceptible to an IRS attack. Let's discuss early next
week.



Best,



Steve







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From: Holly Sparkman [mailto:[email protected]]
Sent: Friday, June 10, 2011 1:39 PM
To: Feldhaus, Stephen
Cc: 'Don Kuykendall'; 'Rob Bassetti'; 'Dan Rorie'
Subject: RE: Follow Up from teleconference last week



If the entity is wholly owned by Stratfor, it will get pulled into GAAP
and IRS audits which is what we are trying to avoid. Let's discuss
further when we speak next. Using Philmont may be an option.



Agreed on the bigger concern.



Holly Sparkman

Rorie Sparkman & Associates LLC

512-600-3212 t

512-350-4736 m

www.roriesparkman.com



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From: Feldhaus, Stephen [mailto:[email protected]]
Sent: Friday, June 10, 2011 12:35 PM
To: Holly Sparkman
Cc: 'Don Kuykendall'; 'Rob Bassetti'; 'Dan Rorie'
Subject: RE: Follow Up from teleconference last week



Holly,



More on the other items later, as I am tied up until after 3:30 or so
today, and then only free until 4:00, but I wanted to reply about NEWCO.
My strong advice would be to try to form a disregarded entity wholly owned
by Stratfor to make the payments. We are doing that now with Philmont in
the Bahamas for overseas payments. We could even use Philmont for that
matter.



A bigger concern is to ensure that the recipients are in fact independent
contractors and not employees, and also that we have a mechanism to ensure
that we can show that these are not prohibited payments, for example,
prohibited by the Foreign Corrupt Practices Act.



Best,



Steve









CIRCULAR 230 NOTICE

In accordance with Treasury Regulations, please note that any tax advice
given herein (and in any attachments) is not intended or written to be
used, and cannot be used by any taxpayer, for the purpose of (i) avoiding
tax penalties or (ii) promoting, marketing or recommending to another
party any transaction or matter addressed herein.





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belonging to the sender which is legally privileged. The information is
intended only for the use of the individual or entity named above. If you
are not the intended recipient, you are hereby notified that any
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return e-mail, then delete the original message.



From: Holly Sparkman [mailto:[email protected]]
Sent: Friday, June 10, 2011 12:34 PM
To: Feldhaus, Stephen
Cc: 'Don Kuykendall'; 'Rob Bassetti'; 'Dan Rorie'
Subject: RE: Follow Up from teleconference last week



Dear Steve:



I thought I sent this email on Tuesday, but I'm not sure I ever hit the
send button.



Have you had the opportunity get on Robert Philpott's schedule for next
week for a conference call with Dan Rorie to follow up on tax
structure/issues (item 5 below)? I think we discussed June 15, 16 or
17th. Dan and I are scheduled to meet Monday to prepare an agenda list.



Also, please see attached write up per item 9 below for your review. I
believe Don and Rob have spoken to Meredith who is supportive of the
concept. Realistically, the Newco could be owned by anyone (Don or George)
who is a minority shareholder of the Inc or LLC to avoid common ownership
for purposes of GAAP audit. Dan mentioned, too that there was a Nevada
corporation that was set up years ago for this purpose (Universal
Analytics), however, by search on the Nevada Secretary of State site, that
corporation has been dissolved. Once the approved, we are happy to do the
legwork internally since I know you have a lot on your plate right now.



Please let us know if you have any questions or need assistance with
meeting any of the proposed due dates below.



Sincerely,

Holly



Holly Sparkman

512-350-4736



From: Holly Sparkman [mailto:[email protected]]
Sent: Wednesday, June 01, 2011 2:33 PM
To: 'Stephen Feldhaus'
Cc: 'Don Kuykendall'; 'Rob Bassetti'; 'Dan Rorie'
Subject: Follow Up from teleconference last week



Dear Steve:



Below is a list of notes from last Thursday's conference call regarding
more immediate pending items. I took the liberty of suggesting internal
"due date" for tasks below. Please let me know if you have any questions,
require further information, or wish to suggest a different due date.



1) Steve (June 10) to request copy of Certificate of Formation and IRS
SS-4/EIN for new Delaware LLC, provide copy to Holly/Rob

2) Steve (June 10) to provide flow chart view of new proposed entity
structure

3) Steve (June 10) to provide closing task list for Aug 1, 12am close

4) Steve (June 10) to review missing data per shareholder spreadsheet
provided and discussed last week (and attached for your convenience), upon
Steve's review and updates, Rob to follow up on missing data

a. Missing Restricted Stock Agreements:

i.
Grant Perry

ii. Jay
Young

b. Series A documentation discrepancies

i.
Fred (ck/cert)

ii. Bart
Mongoven (agreement/cert)

iii.
Van/Feldhaus (dates)

c. 83(b) elections missing copies for 5 people

d. Series B documentation: various

e. Preferred Stock, do not have copies of certificates being issued

5) Steve (June 3) to schedule conference call with Robert Philpott
for week of June 13th with Dan Rorie, Don, Rob and Holly to discuss tax
considerations for all legal entities (related to recording transaction as
well as go forward profit allocations, etc) Dan/Holly to prepare list of
topics for discussion by June 10th.

6) Holly (June 10) to consult with Maxwell Locke & Ritter regarding
GAAP issues for transaction recording and go-forward audit considerations

7) Holly/Rob (June 10) to provide outline of state jurisdiction
issues including employees by state with broad job description and
coordinate with Feldhaus/Philpott for new LLC registration/recommendations
for appropriate states

8) Rob (June 10) to clean up old State of Texas registrations

9) Holly (June 3) to provide write up for proposed new legal entity
to handle anonymous source payment

10) Holly to update shareholder list to include following (done--see
attached)

a. Correction for rounding error

b. Removal of restricted stock distinction

c. Change 75% voting list to 2/3 vote list

11) Rob/Holly (June 17) to review files for copies of old p/s tax
returns and work with Don to restructure current tax basis for major
shareholders (Don, George, Feldhaus, etc), note, Holly reviewed
preliminarily with Dan Rorie, we have expectation that there was zero tax
basis at time of 2003 LLC treated as partnership for Federal tax was
merged/converted to C Corp. To extent more money was put into C Corp in
the form of equity, may be tax basis.

12) Rob (June 17) to handle opening new operating account with TCB
for new legal entity once item (1) above is received, need account open
and ready to receive funds prior to closing.

13) Holly/Rob (June 30) to ready new Quickbooks online account for
new LLC for operations prior to closing.

14) Rob/Holly/Fernando (June 17) to provide master contracts
schedule identifying any contract assignment issues for discussion the
week of June 13.



Thanks,

Holly



Holly Sparkman

Rorie Sparkman & Associates LLC

1250 S. Capital of Texas Hwy

Bldg 1, Suite 300

Austin, TX 78746

512-600-3212 t

512-327-3411 f

512-350-4736 m

www.roriesparkman.com



The information contained in this e-mail is confidential and may contain
privileged, proprietary, or otherwise private information. If received in
error, please destroy and notify sender. Sender does not waive
confidentiality or privilege, and use is prohibited.





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