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For Advisors

Questions and asks queued up for the professionals involved. When someone is engaged on a topic, take the relevant section to them.

For Pearce Bevill (US CPA — Pearce, Bevill, Leesburg, Moore P.C., Alabama)

Existing engagement: Pearce already prepares Austin's 1040, the existing RHG Form 5471, and entity-level tax work. The 19-item list in tax/2025-filing-prep.md is the master agenda for the 2025 return. Top priority items pulled out below:

Critical for 2025 return (extending to October 2026)

  • First Form 5471 for Renfroe Holdings GK — fiscal year ended Oct 31, 2025. Confirm Pearce will file. Category 4 and/or 5a likely. Penalty for non-filing is $10K/year + open SOL on entire return.
  • PFIC analysis for the GK — does Mita rental qualify as real estate trade or business (exempting it from PFIC), or is it passive (default Excess Distribution treatment)? If PFIC: QEF vs. MTM vs. default.
  • Check-the-box election status — has Form 8832 been filed for Renfroe Hospitality Group? For Renfroe Holdings GK? If not, should it be filed now?
  • Entity conversion handling — Renfroe Hospitality Group SA de CV → S. de R.L. de C.V. in 2026. How to handle on 5471. Coordinate with JME.
  • FBAR confirmation — was 2024 FBAR filed for Santander accounts? 2025 FBAR plan now that there's also a Japanese Tokyo Star Bank account?
  • NOL carryforward confirmation — confirm $3,429,659 amount, character, and 80% limitation handling. Federal vs. state.
  • Red Farm §165(g) — when did it become worthless (2025 vs. 2026)? Character (§1244 vs. capital)? Original basis $120,833.

Operating treatment for 2025

  • Casa Moksha revenue recognition reconciliation — confirm JME is recognizing all guest revenue (including Brex Casa Moksha Dep inflows) on RHG's books.
  • Intercompany services agreement posture — backdate, forward-only, or "customary" framing for 2025 given no agreement exists yet?
  • AFR loan tracking on Five Points — amortization schedule, interest accrual method, 1099-INT requirements to Austin's parents. Update 2026-05-08: Stuart Memory was looking for the original promissory note as of Sep 2025; it has not surfaced. Pearce should be ready to advise on reconstruction-with-recital language.
  • SBA payment characterization — confirm distribution-from-Five-Points → personal-payment-of-guaranteed-debt treatment for the $7,965.60/month. §166 bad debt deduction potentially available. Update 2026-05-08: the loan in question is The Woolworth LLC EIDL #4300957803 (not 1006 LLC as previously framed). Hunter Renfroe is the borrower; Austin signed PG. Treatment unchanged but entity attribution needs to be right on the books.
  • Inventory all four SBA loans in Austin's SBA portal and confirm Pearce's tax treatment for each. Particular interest: the larger ~$1.2M loan (entity TBD), the $150K 1006 loan (Austin not PG), and the fourth charged-off loan — does the charge-off create any Austin-side tax consequence (debt forgiveness income, §61(a)(11), or any §108 exclusion that applies through the original entity)?
  • 2023 1006 + Woolworth restated balance sheets — confirm Pearce has finalized these (delivered to Chuck/Michelle in person Oct 27–28, 2025). They feed into the ongoing 2024 return work for the defunct entities.
  • 2026 property tax savings from the Walter Scott Law protest on 1006 building (cut bill in half) — flag for Schedule E / Five Points P&L planning. Confirm Walter Scott Law's billing structure can be capitalized vs. expensed appropriately.
  • Once a 1006 building tenant signs: chart-of-accounts changes for Five Points BHM moving from holding to operating commercial rental — rental income, lease commissions to TRC, leasehold improvement amortization, real estate professional / passive-activity classification. LOIs in active circulation as of April–May 2026.
  • GK transactions documentation — capital contribution history, Tokyo Star Bank mortgage interest deductibility, related-party transactions (especially the $1.155M sweep from GK to Primary).

Prospective for 2026

  • Augusta rule setup — rental agreement, market rate study, meeting documentation template. Tenant should be RENFROE (S-corp), not Renfroe Family Holdings.
  • Cost segregation — Casa Moksha and Mita Garden Hills, both pending check-the-box determination.
  • STR loophole for Casa Moksha — eligibility analysis (avg stay ≤ 7 days + material participation).

Capacity check

  • Pearce international scope — does Pearce have CFC/PFIC/GILTI capacity for the now-larger international scope (RHG + GK)? If not, options:
  • Expand Pearce's team with an international specialist
  • Bring in a separate CFC/PFIC specialist to coordinate with Pearce
  • Switch to a CPA with international specialty

Worth a direct conversation with Pearce on this.

For JME Contadores (Mexican accountant — RHG)

Immediate

  • Provide most recent monthly deliverable — closed 2026-04-29 + 2026-05-08. JME does NOT operate on a monthly close cadence (project-driven only) — see accounting/jme-deliverable-status.md. 2025 annual package + multi-year FS bundle landed at source-data/jme/2026-04-29/ and source-data/jme/2026-05-08/. Xero summary-journal pattern designed against quarterly cadence (Path A per accounting/xero-buildout.md Phase 4a) — final pattern pending §1 framing answer.
  • Provide payroll detail — gross / IMSS splits / ISR withholdings for Alfredo, Rosa Maria, Lucila, Miroslava (and historical Daniel through July 2025).
  • Confirm capex treatment — palapa work (Don Sebastian), water system enclosure (Paola Maria), drain well (Geodrilling), generator project, biodigestor, HVAC install (Frigotek). All should be capitalized as building improvements, not expensed. Confirm this is happening.
  • Confirm revenue recognition — is JME recognizing Casa Moksha's USD-side revenue (the inflows landing at Brex Casa Moksha Dep) as RHG revenue with a receivable from Renfroe Family Holdings? See banking/santander-mxn.md for the corrected framing.

Coordination

  • Connect with Pearce Bevill — for 5471 prep, entity conversion handling, transfer pricing documentation. Once introduced, they should coordinate directly.
  • Miroslava classification — is the fixed $27,550 MXN/quincena structure properly handled as contractor under Mexican labor law? Worth confirming given amounts and ongoing nature.
  • Cindy Canto = Cindy Rebeca Vargas Villanueva (same person) — (a) confirm clean papers on her employment departure, any continuing exposure; (b) coordinate with Portilla on cap-table removal (her 500 MXN / 1% fixed-capital position was inserted at formation without Austin's authorization; being removed in 2026, see todo/jme-questions-2026-04-29.md §6).
  • Jose Pablo Gonzalez Deleze $20K MXN payment (Jan 14, 2026 via NVIO) — does JME have any context on what this was for?

Operational

  • Bank feed mechanism for Xero — does JME have any third-party feed providers they recommend for Santander MXN to Xero? Or CSV cadence?
  • IVA on bank fees — make sure these flow through a separate COA line for proper Mexican return claimability.

For the Japanese accountant (Shusaku "Shu" Endo + Kyomi Endo — ABS Partners; [email protected], [email protected])

Immediate

  • Provide most recent GK monthly financials — and a clean Nov 1, 2024 – Oct 31, 2025 fiscal-year package for 5471 prep.
  • Confirm Mita basis allocation. Reconciliation completed 2026-05-08 (accounting/mita-purchase-price-reconciliation.md). Total economic cost paid to seller side: ¥835,355,900 = ¥760M original contract + ¥53.9M Special Changes Addendum (capital improvements) + ¥21.4M closing fees + ¥0.09M stamp duty. Plus ¥4,130,000 estimated real estate acquisition tax to local Tokyo authority — has this been paid yet, and if so when / how much actual? Proposed land-vs-building allocation:
  • Land basis: ¥544,920,000 (no change from original)
  • Building basis ex-tax: ¥244,532,273 (¥195.53M original + ¥49.005M Special Changes pre-tax)
  • Consumption tax allocated to building: ¥24,453,227 (¥19.55M original + ¥4.90M Special Changes)
  • Closing fees (~¥21.36M): allocate per Japanese GAAP convention between capitalized cost vs. expense. Confirm split.
  • ¥165,000 consultation fee — capitalize or expense?
  • Provide TSB mortgage agreement + amortization schedule. ¥780M base advanced 2025-07-28 (per the TSB outgoing-wire calc). Need the actual loan principal, rate, term, amortization, and any fees/points to confirm interest-deduction trail and matching to the Pinnacle bridge payoff timing.
  • Confirm Pinnacle bridge payoff source. TSB outgoing wire 2025-07-28 sent $5,238,766.88 to USD. ~$3.55M went to Pinnacle bridge payoff (with accrued interest), ~$1.155M went to Brex Primary, ~$0.5M residual. Confirm exact split for our books.
  • Provide Japanese tax paid — for foreign tax credit calculation on Austin's 1040.
  • Document trade-or-business position — meeting minutes, property management activity evidence, services provided. This documentation supports the position that the GK is operating a real estate trade or business (not passive), which is critical for PFIC analysis.

Coordination

  • Connect with Pearce Bevill — for 5471 prep, FTC, PFIC analysis. Once introduced, direct coordination.

Profile needed: Cross-border (US + Mexico) corporate and tax counsel, ideally with awareness of US-Japan corporate tax coordination too. Or US corporate counsel with Mexican counsel coordinating.

  • Draft an intercompany services agreement between Renfroe Family Holdings, LLC and Renfroe Hospitality Group SA de CV (S. de R.L. de C.V. post-conversion). Establishes RFH as collection agent for RHG's USD-denominated guest revenue. Choose between no-fee structure with transfer-pricing memo, or arm's-length service fee structure.
  • Draft a transfer-pricing memo supporting the chosen structure above. Mexican tax authorities and US tax authorities both look hard at this fact pattern. Memo should document the basis for why revenue is recognized on RHG's books regardless of collection channel, and arm's-length (or no-fee justified) treatment of services RFH provides.
  • Piercing-the-veil review — examine the RFH-as-collection-agent structure, commingling risk on the Casa Moksha multi-channel routing, and whether the disregarded sub-LLCs maintain sufficient separation (books, capital, decision trail). Particular attention to Five Points BHM given the SBA personal-guarantee dynamic.
  • Review Yuriko Kato departure paperwork (once Austin uploads) — confirm clean separation from the GK.
  • Review insurance coverage — US-side host liability, Mexico-side property and liability, Japan-side property and liability for the Tokyo condo.

Recurring engagement (~$8,846 paid through Brex Primary in recent months, plus invoices through Casa Moksha Ops). Currently handling RHG restructuring (S. de C.V. → S. de R.L. de C.V.).

  • Confirm entity conversion timeline and effect on RHG's RFC and other registrations.
  • Cindy Vargas Villanueva (Canto) cap-table removal — her 500 MXN / 1% fixed-capital position was inserted at formation without Austin's authorization. Need formal removal mechanism + any required share-redemption / cancellation paperwork. Coordinate sequencing with the S.A. de C.V. → S. de R.L. de C.V. conversion (which would also moot the two-shareholder requirement). What's the cleanest path: remove first then convert, or convert and remove in the conversion documents, or some other approach? Also: implications for RFC, Acta Constitutiva, SAT registrations.
  • Coordinate with US counsel on intercompany services agreement Mexican-side enforceability.
  • Coordinate on transfer-pricing memo from the Mexican-side tax authority perspective (CFDI documentation, ISR posture, IVA treatment).

Existing engagement — handled GK formation (Jan 24, 2025), Yuriko Kato's retirement from GK membership (Aug 19, 2025), and likely the Mita purchase contract restructure. $2,973 billed in one observed payment from Brex GK (0593).

  • Provide copies of finalized documents for the repo: GK formation packet (Japanese + translated), Yuriko retirement papers, Mita purchase contract + any amendment reflecting the GK substitution.
  • Advise on GK officer duties — Austin is 職務執行者 executing duties on behalf of Renfroe Family Holdings, LLC. Confirm annual formalities (minutes, resolutions, filings) that need to happen even though the GK has a single member.
  • Cross-check with US counsel on how the intercompany services agreement framing translates (or doesn't) to the GK ↔ RFH relationship. The US-side conduit role for the GK is narrower than the RFH-as-collection-agent role for RHG, but similar documentation may be warranted.

Done

(Migrate completed items here with date + pointer.)