Hi everyone, I’ve been inactive for some time.  Sorry.  I have an […]

Good day folks.   My intentions were to address the issue of ET […]

Good day everyone.  It’s been a while since my last post.  I […]

Fried Rice Recipe

Hi everyone, I’ve been inactive for some time.  Sorry.  I have an interesting fried rice recipe that you may enjoy.  Here it is:

Start with cooked white rice such as jasmine.  Then place the rice on a flat top grill (can use a pan is necessary) continue to cook the rice using soy sauce to cook with olive oil to keep the rice from sticking to the pan or flat grill.  Add a little real butter to the mix.  Once the rice is hot add raw eggs to be cooked in the rice.  Add carrot strips, canned peas along with some broccoli and last some cooked bacon strips.  Allow the mix to cook completely.  You may also add some sesame seeds to taste at the end of the rice cooking.  Remove, let cool and enjoy.  Yummy!!!

Best Regards,

Andrew Moler, Esq.

 

 

 

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The End of Days

img_9842-150x1502-150x150Good day folks.   My intentions were to address the issue of ET aliens; are they real, who are they and where do they come from?

Before I address these issues in a future article, I feel compelled to address where we are in today’s society and the world. I am talking about the “End of Days” and the future of our world society. Now, there will be a presumption that most of you have some belief in the Holy Bible. Even if not, certain current events cannot be denied. There has been a drastic increase in US and world calamities such as an increase in volcanic activity, hurricanes, floods and other world disasters that are a menace in the world even as we speak. I recently watched a show on the History Channel when several experts discussed the future of the US and the world with regard to present issues involving the possibility of nuclear threats, the shortage of clean water, the collapse of the current economic system, world depression and as stated previously, volcanic activity. We are also witnessing an unprecedented drought in the world.

We humans have destroyed the earth with nuclear waste, contamination of the farming soil and mountains of garbage in our oceans. I recently watched a show that discussed the present status of our water supply. According to the article, our aquifers are receding and are being contaminated with all kinds of poisons such as run-off fertilizer and even nuclear waste. Cancer is on the rise partly due to all the chemicals that are used in our food and in the air.

From the sky, we are at risk from falling meteors and the constant threat of volcanic activity that could actually make the human race extinct. From a political standpoint, our US economy is close to collapse due to our rising debt that we are experiencing in the US and the world at large. If all of this is not enough to scare the heck out of us, look at the recent event where the country of Cyprus went bankrupt and the government actually went into the citizens’ bank accounts and “stole” a percentage of their money for the government to use with no recourse to the citizens.   Can you believe that the government actually stole their money? Folks, don’t think this could not happen in the US. Our US government is so big and powerful it’s out of control. Last but not least, there are diseases in the world today that could turn a world wide pandemic.

We better wake up and take action to reduce the size and power of the government before we citizens are the victims similar to the citizens of Cyprus.

Andrew C. Moler, Esq., M.S.C.J., J.D., LL.M.-Tax, M.Tax

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The Identity of Aliens

dead_alien_picture_10Good day everyone.  It’s been a while since my last post.  I will be posting my next article regarding the identity of aliens.  I have an interesting position on this subject.  Are they really ETs?  Yes, but from where and from what?  Please tune in.

Andrew Moler

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Middle East News

IMG_9842-150x150Well good day folks. It’s been a while since my last post. I apologize for being busy. Let’s look at the Iran deal involved in the nuclear deal that will be before Congress shortly (maybe already). For those that don’t know much about the agreement, it calls for the Iranians to slow down its nuclear program for 10 years and then will allow Iran to have a nuclear weapon(s). This is a crazy idea. In essence, this agreement only puts off the ability for Iran to make nuclear weapons and use them again Israel and the “great Satan” the US. Make no mistake about it; Iran is out to destroy Israel and the US. Iran hates everything about Israel and the US.

It seems that Obama wants the agreement with Iran at any cost. Obama’s administration is either totally ignorant, totally blinded or delusional, or just does not care about our country and the world. Giving Iran any ability to have a nuclear weapon at any time is a prescription for the death of Israel and possibly the US. We don’t even know the contents of the agreement because the administration says it confidential. Allowing Iran to obtain nuclear capabilities is an open door to world war III!

Folks, we need a new US administration. We need a president that will say what he/she means and will act accordingly. Our country is a disgrace to the world community. We are no longer respected as a super power on the world stage. We need major change before the US is reduced to nothing more than a third world country and bankrupt.

More to come later on the status of the middle east problems.  Merry Christmas!!

Best Regards,

Andrew Moler, Esq.

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Bad News in the World Again

IMG_9842-150x150Good day folks. Well, the modern topic in current world events is the proposed nuclear weapons deal with Iran. The deal is all familiar, “Peace at any cost”.   This seems to be motto of the countries (including the US) that are trying to broker a deal with Iran and its pursuit of nukes.

Iran (formerly Persia) has indicated that it primary goal is to “wipe Israel off the face of the earth. Secondary goal is to do the same with the USA. What the world does not “get” is that Iran wants to start world war III with the nukes and wipe out Israel and the USA.

The current proposed agreement between Iran and the world is that Iran will agree to stop its pursuit of nukes for 10 years and then the nukes are available to Iran on a “silver platter.” What is blinding the eyes of the world to even consider making a deal with Iran. Iran can’t be trusted. If Iran obtains nukes it will use them against Israel and the US, by its own admission.

As I keep repeating, this world has gone crazy. Christians are being killed in the Middle East at alarming numbers. Of course, you won’t hear about this from mainstream liberal media. If you were fortunate enough to hear Prime Minister Netanyahu’s presentation before Congress you will note that Israel with do what ever it takes to keep Iran from obtaining nukes.   There are several world political theories about the role that the US should take in world affairs. One being isolationism. The theory dictates that the US should stay out of world affairs. This position in today’s world is pure suicide for the US. The US MUST help keep the world stable and do what ever it takes to protect our interests (and possibly our own existence) now. We can’t wait until the 11th hour to take action. We need leadership in this country in the worst kin of way. Obama is a lame duck do nothing.  With regard to Iran obtaining a nuke to use on Israel and the US, for those of you that are Bible believing Christians the Bible predicts that there will be a third world war that will kill one third of the world’s population during the end times.  Could the Iran issue be the beginning??  Give me your thoughts.

Regards,

Andrew C. Moler, Esq.

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World Events

 

IMG_9842-150x150Good day folks. I am finally back on the blog. What about the current events in the world? Who would believe that in 2015 there would be radicals that are cutting heads off and burning people alive!! This world is in a terrible state. Look at the USA. It seems that the USA has less intestinal fortitude than the country of Jordan. When is the USA going to wake up and get its head out of the sand? Terrorism is not going to get better; it’s going to get worse unless something is done and quick. The USA is being reduced to third world country status. We are a joke among many nations of the world as weak and without direction.

We have no leadership or direction in our country. We need a complete government overhaul including a new government administration, a complete federal tax overhaul (flat tax or national sales tax will do-graduated income tax is unfair and too complicated). The USA has a tax code that is so convoluted that the writers of the code don’t even understand it. The economy stinks, even when our government officials tell us that it’s great and we are no longer in a recession. Really? If you believe this I have a bridge I want to sell. I have been self-employed for over 35 years. Business at the service level is the worst that I have seen it in 35 years. No one has any money even the people fortunate enough to actually have a job. Our government continues to do things that are counter-productive to creating new jobs. Our government officials fail to tell the truth and are selling us done the river. You don’t have to be a rocket scientist to see what is going on in our country.

On another note, many young people in this country have no conception of what is going on in the world or even in their own country. These young people are the future leaders of the USA. Sounds like I am the grim reaper. Not so, I am only the messenger of what I see in every day life. Our President has racked up more debt in his two terms than all of the other Presidents combined. I don’t care if the President is black, white, green or purple. We need someone to pull us out of this situation or I see the USA falling like a stack of cards. We need a “plan of action” to reverse the USA situation and to fight terrorists. Make no mistake; the terrorists are coming for us in this country. It’s only a matter of time. We have too much government in the country. We are over regulated and the walls are closing in on us.

The President and his office wants more government and to create total dependency on the government. What happened to government for the people as opposed to people for the government? We need reform before it’s too late.

Andrew Moler, Esq.

 

 

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Limited Liability Company Versus an S Corporation: An Overview in Choosing a Business Structure for the Small Business Owner

Now for a report that is a little more technical in nature.

Many start-up business owners are at a loss as to the correct business entity to utilize when starting a new business venture. Most of the business individuals have a very basic understanding of personal liability issues with regard to starting a business with some possibility of the business owner being liable for damages caused to third parties while acting in the course of the business activities. Legal practitioners often have had the responsibility of counseling their clients with regard to the best business entity that would suit their needs. The traditional entity of choice for a small business client has been to incorporate with a subsequent S corporation election through the Internal Revenue Service. Until recently, incorporation with an S corporation election was the typical recommendation.

With the advent of the Limited Liability Company, the standard recommendation of incorporation with an S corporation election has come under scrutiny and reconsideration. With the numerous restrictions of the S corporation it seems that the LLC may be the most desired business entity at the present time with some exceptions. It should be noted that the author of this article is a die-hard S corporation enthusiast notwithstanding the proposed advantages of the LLC.

After its creation in 1958, the Subchapter S corporation provided the only type of limited liability and pass-through taxation entity attractive to small business owners. To qualify as an S corporation, various eligibility rules must be met both at the entity and investor levels. A business must fit within the Internal Revenue Code §1361(b) definition of a “small business corporation,” which means that it is not an “ineligible corporation” as identified in Code §1361(b)(2) and does not have (1) more than a specified number of shareholders; (2) a shareholder who is a non-resident alien; (3) a shareholder who is not an individual, an estate, a permitted trust or a permitted exempt organization; or (4) more than one class of stock. The one class of stock requirement is typically the hardest of the criteria to meet and creates the most significant limitations by requiring that all stock have identical rights to distribution and liquidation proceeds. The rule does, however, allow differences in voting rights and management control among shareholders.

Taxation as an S corporation offers two primary advantages to the small business owner. First, the Code provides that the profits and losses of an S corporation flow through to the owners in a manner similar to a partnership, thus avoiding double taxation. Second, employee-owners may be able to reduce their federal self-employment taxes on a portion of their income by reducing wages and increasing distributions. That tax strategy is still only available to entities taxed as S corporations. Partners (other than limited partners) and owners of disregarded entities may not bifurcate their income between wages and distributions to reduce their self-employment tax. All of their income, whether received as a distributive share, salary or payment as an independent contractor is subject to the federal self-employment tax.

In Revenue Ruling 88-76, the Service classified a Wyoming LLC as a partnership under federal tax law. Any lingering uncertainty about the tax status of LLCs was eliminated when the Treasury Department abandoned its previous rules for determining the tax status of an LLC and adopted “check the box” (CTB) regulations. Effective January 1, 1997, an LLC could simply elect its preferred tax status and choose either pass-through taxation like a partnership, or entity taxation like a corporation, including an S corporation. The underlying premise of the CTB regulations is that state law differences in entity structure and governance should not be controlling for federal taxation purposes.

The primary distinctions between an LLC and a corporation are:

(1) there is no limitation on the number of investors who can participate in an LLC that is taxable as a partnership; in contrast, Subchapter S has always restricted the number or shareholders;

(2) any individual or entity, whether domestic or foreign, can become a member in an LLC; S corporations are subject to rigid shareholder eligibility limitations;

(3) because of the one class of stock requirement, S corporations cannot provide a liquidation or distribution preference to any shareholder; an LLC facilitates the issuance of various types of security interests, without jeopardizing their pass-through tax status;

(4) LLCs, except where limited by state law, can created multi-tiered structures of unincorporated pass-through entities to facilitate combinations of business and investment pools and assets; S corporations are more limited in their ability to combine with other corporations and businesses without jeopardizing their pass-through tax status; and

(5) S corporations may engage in tax-free reorganizations without shareholders recognizing gain or loss on stock exchanges pursuant to a plan of reorganization; an LLC, unlike an S corporation, may not be a party to a tax-free reorganization.

In fact, the CTB regulations only indirectly benefit incorporated pass-through entities, like S corporations, by permitting them to be members of LLCs or limited partnerships and to have wholly-owned LLC tax nothings. Nevertheless, as a result of the CTB regulations, a hybrid LLC business structure may allow the small business owner to combine the benefits of an LLC created by state law with those of an S corporation under federal tax law, assuming that the LLC members can meet and maintain all of the requirements of an S corporation. Indeed, an LLC can provide a useful mechanism for S corporations to segregate different aspects or branches of its business for limited liability purposes while still maintaining control.

The primary benefit of employing the S corporation structure is that corporations are recognized in all jurisdictions and, thus, its limited liability feature is universally accepted, subject to situations where piercing the corporate veil is appropriate on an alter-ego theory. LLCs are creatures of state law that vary from jurisdiction to jurisdiction. Consequently, while an LLC structure may permit greater freedom of contract among LLC members, there is no uniform interpretation of the rules governing the enforcement and interpretation of their contracts. Thus, there is reason for caution in jumping on the LLC bandwagon: unlike S corporations having a single shareholder, because of the difference among the various state laws, single member LLCs may afford an owner less protection from unlimited liability than an S corporation, which generally insures limited liability.

There are, nevertheless, some instances where an LLC structure may prove to be the better choice of entity for the business owners. For example, business owners who intend to acquire appreciating assets for their business, such as real estate, may want to avoid S corporation taxation for two primary reasons: (1) appreciated property cannot be distributed by the S corporation to its shareholders without recognition of the gain; and (2) money borrowed by an S corporation will not increase a shareholder’s basis in his or her stock. Indeed, in the context of high-risk real estate ventures, for example, certain investors or participants may only want to contribute services in exchange for a larger share of the profits later, when the deal becomes profitable.

An LLC may make special allocations reflecting this type of business arrangement as long as the allocations have substantial economic effect. In contrast, all items of an S corporation’s income must be allocated to the shareholders pro rata, based on stock ownership, at the end of the taxable year. Thus, an S corporation cannot allocate a larger share of the profits to one shareholder at a specified time if that allocation does not represent the shareholder’s pro rata share of the profits. Moreover, S corporation shareholders may not contribute services for stock without recognizing immediate gain. LLC participants are permitted to contribute services for an interest in profits without recognizing income until the entity actually earns profits.

Conclusion

As stated previously, the author of this article is a die hard “S corporationist” (I think I just invented a new word but it is appropriate for my position. Lawyers oftentimes make up new words that end up in the dictionary). The LLC makes a lot of sense but with inadequate legal precedence you may find yourself traveling down uncharted waters. The S corporation has been around for an extended period of time and one can give a legally educated opinion with regard to most any legal or tax problem that can arise. Notwithstanding the foregoing, the LLC may eventually dominate and become for some the entity of choice regardless of the legal and tax uncertainties. Only time will tell.

Andrew C. Moler, Esq.

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