Thursday, February 28, 2013


For my 38th birthday, I'm going to make a few goals or resolutions:

  • Gluten (wheat) free food consumption. Oats and rice are ok.
  • (re)Focus on low carb, high protein/fat/veggie foods (paleo).
  • Limit caffeine to 1 coffee per day, no caffeinated sodas, no restrictions on tea.
  • Continue gym schedule and running 1 mile several times a week.

Tuesday, February 26, 2013


Travis A. Wise
San Jose, California | +1.408.940.5598 |

(please contact me for an updated copy of my resume)

general overview of japanese taxes

A. Overview of Japanese taxes –Corporation tax, Inhabitant tax and Enterprise tax

1.    Summary
                                                               Standard statutory rate
              Corporation tax                                      30.00%
              Inhabitants tax                                      6.21%
              Enterprise tax                                      7.56% (+ size-based factors)
                Total statutory tax rate                           43.77%
              Effective tax rate                                      40.69%
As enterprise tax is deductible from taxable income on a cash basis, the effective tax rate is lower than the total statutory tax rate.

2.    Detail
2.1               Corporation tax
The tax on ordinary income is the tax levied on net income accruing to a corporation in a business year. As this type of tax is internationally very well-known, it should be unnecessary to explain its nature. A company whose paid-in capital is over ¥100 million is subject to corporation tax at the rate of 30%.
 2.2. Inhabitants tax
A local tax consisting of prefectural and municipal taxes is computed as a percentage of the corporation tax. (Allocation to each local jurisdiction is based on the number of employees and offices.) Each prefecture and municipality may elect an inhabitants tax rate within the range.
Tokyo metropolitan (combined)
*In addition, each local government levies equalization per capita tax on each corporation that has an office or business place in its jurisdiction. This tax varies from ¥70,000 to ¥3,800,000, depending on the sum of paid-in capital plus capital surplus and number of employees.
2.3. Enterprise tax
From the fiscal year beginning on or after April 1, 2004, a new "size-based" tax (Gaikei Hyojun Kazei) is applied to the company whose paid-in capital is more than 100 million yen as of the year end. Under the new tax system, factors such as the size of a corporation's personnel costs and its capital will determine the amount of tax payable whereas the existing profit-based enterprise tax will also continue to apply, although with the reduced tax rate. Thus, a loss company will be required to pay tax. The applicable rate is shown below.

Profit-based tax :
First ¥4,000,000 per annum

Next ¥4,000,000 per annum
Over ¥8,000,000 per annum
Value added-based tax (Note)
Capital-based tax (on share capital + capital surplus)

(Note)  a value-added factor  is  the sum of (income + salary expense* + net interest expense + net rent expense)].

*Salary expense is capped at 70% of the total of salary expense + net interest expense + net rent expense.

Monday, February 25, 2013

338 election analysis

In November 1997, ABC COMPANY is planning to acquire XYZ COMPANY of Sweden by exchanging ABC COMPANYcommon shares for all of the outstanding shares in XYZ COMPANY. For accounting purposes, the acquisition will be treated as a pooling of interests.
None of the existing shareholders of XYZ COMPANY is a U.S. citizen or resident alien. XYZ COMPANY is not a controlled foreign corporation and has never operated a trade or business in the U.S.   
For U.S. tax purposes, should ABC COMPANY file a Section 338 election for XYZ COMPANY?  If so, how should the transaction be structured? 
Yes, the election should be filed for two reasons: (1) It increases the tax basis in XYZ COMPANY's assets, which should benefit ABC COMPANY on future dividend repatriations; and (2) the election purges any existing earnings and profits or deficit thereof. 
The easiest method to structure a Section 338 election is to implement a stock-for-stock exchange that fails as a tax-free Type B reorganization, thereby converting the transaction to a qualified stock purchase under Section 338(d)(3). ABC COMPANY can trigger a failed Type B transaction by allowing a second tier U.S. subsidiary (FSA Combination Corp.) to exchange grandparent stock (ABC COMPANY common stock) for all of the XYZ COMPANY stock. 

1.  Mechanics of Sec. 338:  In a Section 338 election, the acquired company (old target) is first treated as having sold all of its assets at fair market value, recognizing gain or loss in the transaction. Then, the acquired company (new target) is treated as having repurchased the same assets at FMV on the next day, thereby giving it a cost basis in its assets.[1]  The election  has the effect of purging the target's prior tax history.[2] It does not affect the purchasing corporation's basis in the target stock. While a Section 338 election is normally a taxable event for a U.S. acquired company, it is not taxable if the acquired company is a foreign entity that is (1) not a controlled foreign corporation and (2) has not been carrying on a U.S. trade or business prior to the election. XYZ COMPANY and the shareholders of XYZ COMPANY meet both of these requirements and thus will not face any U.S. tax exposure from the Section 338 election.
2.  Benefits of a Sec. 338 election:  For a foreign acquisition, the benefits of a Section 338 election are twofold. First, the election increases the target's inside bases in its assets which is generally a benefit under the U.S. foreign tax credit rules. A step up in basis means that the target will have lower earnings and profits ("E&P") as a result of larger deductions for depreciation and amortization.[3]  Lower e&p means that ABC COMPANY should be able to recognize less dividend income on future distributions from XYZ COMPANY.
For example, assume XYZ COMPANY records after-tax earnings of $3 million over the next three years and for U.S. E&P purposes has depreciation and amortization deductions of $300,000.  On a full distribution of $3 million, ABC COMPANY will treat $2.7 million as a taxable dividend from XYZ COMPANY's E&P and the remaining $300,000 as a tax-free return of capital.[4]
A Section 338 election may have the effect of creating excess foreign tax credits ("FTC") if the effective foreign tax rate of XYZ COMPANY exceeds the U.S. statutory rate. However, this result should also be viewed as a benefit insofar as ABC COMPANY can utilize excess FTC on a carryback or carryfoward basis. Under the U.S. foreign tax credit rules, the effect of reducing E&P is to increase the effective tax rate on amounts distributed as a dividend. Because the Swedish statutory rate (28%) is less than the U.S. rate (35%), it would appear that ABC COMPANY's future distributions from XYZ COMPANY will not generate excess FTC.[5] However, if excess FTC is generated (i.e., due to other E&P deductions and expense allocations), then ABC COMPANY should be able to utilize these credits by coordinating its distributions from other low-tax sources and/or by taking the FTC benefit on a carryover basis. Thus, from an FTC perspective, a Section 338 election should generally be viewed as a net benefit regardless of whether the acquired entity is in a high tax or low tax jurisdiction.
The additional E&P deductions allowed under a Section 338 election will also affect such items as the high tax exception and the de minimus rule under Subpart F. In addition, XYZ COMPANY's step-up in basis will slightly increase the amount of interest expense that ABC COMPANY must allocate to foreign source income under the Section 904 FTC limit. The effect of these adjustments is not expected to be significant given ABC COMPANY's overall Subpart F exposure in Sweden and its consolidated interest expense amount.   
The second benefit is administrative. The Section 338 election allows ABC COMPANY to purge the prior tax history of XYZ COMPANY and avoids the need to recalculate XYZ COMPANY's starting e&p under U.S. rules.
3.  Structuring the QA acquisition:  The easiest method to structure the XYZ COMPANY acquisition is to utilize FSA Combination Corp. ("FSA Combo. Corp."), a 100% owned U.S. subsidiary of FSA Subsidiary Corporation.  FSA Subsidiary Corporation is a 100% owned U.S. subsidiary of ABC COMPANY. Because FSA Combo. Corp. is a second tier subsidiary of ABC COMPANY, its use of grandparent stock (ABC COMPANY stock) in a share-for-share exchange with XYZ COMPANY shareholders will not qualify as a tax-free "Type B" reorganization under Section 368(a)(1)(B).[6]  Using a "busted B" transaction to acquire XYZ COMPANY converts the transaction to a qualified stock purchase,[7] thereby allowing ABC COMPANY to make a Section 338 election for the acquired entity. At the end of the transaction, FSA Combo. Corp. owns all of the shares of XYZ COMPANY and its basis in these shares equals the value of the ABC COMPANY stock transferred to the former XYZ COMPANY shareholders.
The steps of the proposed transaction are as follows. First, ABC COMPANY contributes the agreed upon number of shares to FSA Corporation, which in turn contributes these shares to FSA Combo. Corp. These transactions qualify for tax-free treatment as contributions of property to a controlled corporation under Section 351. FSA Combo. Corp. holds the ABC COMPANY stock.  Generally, the basis of the MacAfee stock held by FSA Combo. Corp. would be zero, because ABC COMPANY would have transferred the stock in a succession of transfers that would qualify for nonrecognition under section 351.  Second, FSA Combo. Corp. transfers the ABC COMPANY stock to the XYZ COMPANY shareholders in exchange for all of their XYZ COMPANY stock.[8] As noted above, this transfer does not qualify as a tax-free reorganization because FSA Combo. Corp. is transferring grandparent stock, rather than parent stock.
Normally, a transfer of ABC COMPANY stock by FSA Combo. Corp. in a taxable exchange would cause FSA Combo. Corp. to recognize gain equal to the fair market value of the stock (its basis in the stock being zero).  However, under the consolidated return regulations, FSA Combo. Corp. is not subject to tax.  Section 1.1502-13T(f)(6)(ii) provides that if a member of a consolidated group acquires stock of its common parent and disposes of the stock in a transaction (a "qualified disposition") in which certain conditions are satisfied, then the subsidiary is treated as purchasing the stock for an amount of cash equal to the fair market value of the parent stock.  A disposition is a "qualified disposition" if (i) the subsidiary acquires the parent stock directly from the parent as a contribution to capital or in a section 351 transaction (or a series of such transactions involving only members of the consolidated group), (ii) the subsidiary "immediately" transfers the stock outside the consolidated group to a person unrelated to any member of the group, (iii) the recipient of the parent stock does not take a substituted basis in the stock, (iv) the parent stock is not exchanged for other parent stock, (v) the parent does not become, or cease to be, the common parent of the group as a  result of the transaction, and (vi) the subsidiary does not become, or cease to be, a member of the group as a result of the transaction.   The present transaction appears to meet all of those requirements, so that FSA Combo. Corp.'s basis in the ABC COMPANY shares used to acquire XYZ COMPANY would equal the fair market value of the stock at the time MacAfee transferred the shares to FSA Combo. Corp.  Although the disposition of shares to the XYZ COMPANY shareholders would be a taxable exchange, there should be no gain recognized on the transaction.  The XYZ COMPANY shareholders would be subject to tax, but as foreign citizens and non-U.S. residents they are not within U.S. tax jurisdiction. After exchanging ABC COMPANY shares for the XYZ COMPANY shares, FSA Combo. Corp. ends up holding 100% of the shares in XYZ COMPANY and has a cost basis in these shares.[9] The basis amount equals the value of the transferred ABC COMPANY shares.   To ensure that the transaction meets the applicable criteria for a "qualified disposition," the transaction documents should provide that the transfers of ABC COMPANY stock used as consideration will be transferred to FSA Combo. Corp. as part of the overall acquisition plan, and ideally ABC COMPANY will transfer the shares to its subsidiary promptly before the acquisition of XYZ COMPANY.
The third step is for ABC COMPANY to file a Section 338 election for XYZ COMPANY, thereby increasing the basis in XYZ COMPANY's assets to fair market value. The steps required to file this election are detailed in Part 4 below.
4.  Reporting requirements: To make the Section 338 election, ABC COMPANY needs to file Form 8023-A with the IRS by the 15th day of the ninth month following the month of acquisition. Thus, if ABC COMPANY acquires XYZ COMPANY in November 1997, then Form 8023-A is due by August 15, 1998. ABC COMPANY also must attach Form 8023-A with its Form 5471 information return for the initial reporting year for XYZ COMPANY (i.e., tax year 1997). 
Regarding purchase price allocation, the FMV of XYZ COMPANY needs to be allocated among five classes of XYZ COMPANY assets in accordance with Reg. Sec. 1.338(b)-2T. It is prudent to obtain an outside purchase price allocation of the assets in order to withstand scrutiny from the IRS.
Below is a list of information needed to complete Form 8023-A and the requirement attachments:

Full name and address of XYZ COMPANY.
Tax year end date of XYZ COMPANY.
Acquisition date, percent of stock acquired, and type of stock acquired.
Total consideration paid by ABC COMPANY (description and amount).
XYZ COMPANY balance sheet (in local currency with USD conversion) on or near the acquisition date.
A list of XYZ COMPANY's assets, including any identifiable intangible assets and the FMV of such assets.
Confirmation that XYZ COMPANY did not have any income, gain, or loss from a U.S trade or business.
Confirmation that XYZ COMPANY has never filed a U.S. tax return and does not have a FEIN.
Confirmation that no XYZ COMPANY shareholders are U.S. citizens or U.S. resident aliens.

[1]Sec. 338(a)
[2]Sec. 338(a)(2).
[3]The calculation of E&P for a foreign corporation takes into account deductions for tax depreciation and amortization of Sec. 197 intangibles (i.e., goodwill and in-process technology). Sec. 312(k).
[4]Sec. 301(c).
[5]While the Swedish statutory rate is safely below the U.S. rate, XYZ COMPANY's future effective tax rate is difficult to predict given the interplay between foreign taxes, expense allocations and other e&p adjustments (i.e., stock option deductions).
[6]Sec. 368(a)(1)(B) (see parenthetical language, indicating that only parent stock may be used to qualify as a reorganization); Sec. 368(a)(2)(E). See Reg. 1.368-2(j)(7), Exs. (4) and (5) (use of parent stock to qualify broken Type A transactions as valid triangular B reorganizations).
[7]Sec. 338(d)(3).
[8]This outbound transfer of ABC COMPANY stock is not a Section 351 transfer, therefore it is not subject to the rules of Section 367.
[9]Sec. 1012.

Sunday, February 24, 2013

section 362(e)(2) analysis

 The American Jobs Creation Act altered Section 362 of the IRC by adding subsection (e), which provides a limitation on built-in losses. Section 362(e)(2) specifically address the limitation on the transfer of built-in losses in Section 351 transactions. It states that a transferee's total basis in properties received from a transferor in a Section 351 transaction (that is not subject to the importation rule of Section 362(e)(1), i.e. US to US and US to foreign) cannot exceed the total fair market value of the properties immediately after the transfer. If Section 362(e)(2) applies, only the loss assets are subject to a step down adjustment. Section 362(e)(2)(B) allocates the total reduction of basis among the properties received in proportion to their respective built-in loss immediately before the transaction. No adjustment is made to built-in gain assets.
Instead of reducing asset basis, the transferor and transferee may elect to reduce the basis in the stock of the transferee corporation transferred to the transferor corporation in the Section 351 exchange. The election to reduce stock basis is: 1) irrevocable, 2) must be jointly made by both the transferor and the transferee, and 3) must be included with the transferor and transferee's tax returns for the taxable year in which the transfer is made. This permits the transferee to retain a carryover basis in the transferred property at a cost of having the transferor's total basis in the transferee stock received capped at the fair market value of the properties.
Assume that P, a domestic corporation, engages in a Section 351 transfer to S, another domestic corporation, of the following assets:

Accounts Receivable$500$300(200)

In this case, Section 362(e)(2) would apply since the transferred property had an aggregate net built-in loss of $300. However, only the basis in the loss assets would be subject to adjustment. Here, the loss properties had a built-in loss of $600, but an aggregate net built-in loss of only $300. Thus, under Section 362(e)(2)(B), the basis in each built-in loss asset would be reduced by $1 for every $2 of built-in loss.
Therefore, applying Section 362(e)(2) to this example:

Original Basis
Built-in Loss
§362(e)(2)(B) Adjustment
New Basis
Account Receivable$500$200$100$400

Alternatively, P and S could jointly elect under Section 362(e)(2)(C) for P to take a $2,000 basis in its S stock received in the Section 351 transaction, thereby allowing S to retain P's carryover basis in the accounts receivables, land and equipment transferred to it by P.

Saturday, February 23, 2013

sample research memo template

Memo - DRAFT - For Discussion Purposes Only

To: / Location:                         Doug Price
From: / Location:                         Beth Waterhouse
Date:                         March 5, 2007
Subject:                         ABC, Inc. SRLY Limitation
This document was not intended or written to be used, and it cannot be used, for the purpose of avoiding tax penalties that may be imposed on the taxpayer.
The purpose of this memorandum is to determine whether the losses of XYZ, Inc. can be used to offset income of ABC, Inc.
In June 2006, ABC, Inc. ("ABC"), a U.S. corporation, acquired XYZ, Inc. ("XYZ"), also a U.S. corporation.  XYZ is now a wholly-owned U.S. subsidiary of ABC.  ABC is a profitable company and does not have net operating losses.  XYZ has net operating loss carryovers for U.S. tax purposes.  ABC would like to liquidate XYZ into ABC.
Will ABC be able to take benefit from XYZ's net operating losses, or are those losses limited by the separate return limitation year ("SRLY") rules?
For the taxable year of acquisition (i.e., 2006), ABC is required to compute the net operating loss deduction separately with respect to both XYZ and ABC.  In subsequent taxable years, ABC should be able to utilize the net operating loss without regard to the limitations which were imposed upon the former subsidiary.
When a U.S. consolidated group acquires a new member, preacquisition losses and credits belonging to the acquired member are limited by “separate return limitation year” (SRLY) provisions under Treas. Reg. § 1.1502-15.  A SRLY is defined by the regulations as a tax year of a subsidiary in which the subsidiary was not a member of the consolidated group.  The SRLY limitation provides that preacquisition losses and credits can only be used to offset income earned by the subsidiary which originated the losses and credits.
When a subsidiary subject to a SRLY limitation is liquidated into its parent, and section 381 applies to carry-over the net operating loss from the liquidated subsidiary to the surviving corporation, Reg. § 1.1502-1(f) provides that the SRLY includes a “predecessor of a member.”  A predecessor of a member includes a transferor or distributor of assets to a member in a transaction to which section 381 applies (Rev. Rul. 75-378). 
When a subsidiary is liquidated into a parent during a consolidated return year, and its net operating loss carryovers are carried over to the parent under section 381(c)(1), then the SRLY rule must be computed with respect to both the subsidiary and parent in determining the amount of the consolidated net operating loss deduction for the taxable year in which the liquidation took place (Rev. Rul. 75-378; Priv. Ltr. Rul. 90-40-006).  In subsequent taxable years, the parent can take advantage of the unused net operating loss carryovers. [cite?]

Friday, February 22, 2013

use of resources

Resources can be used to make an incremental change in the lives of many, or a life-changing impact on the lives of a few.

-- Paraphrased from Eric Schmidt

Wednesday, February 20, 2013

entrepreneur's guide to fat loss (reprint)

I'm reprinting below two articles that I found very interesting about fitness from Dick Talens, the cofounder of Fitocracy.

How I Got Ripped At 500 Startups

Saturday, April 14th, 2012
Editor’s note: Dick Talens is one of the founders of Fitocracy and an amateur competitive bodybuilder. Follow him on Twitter@DickTalens.
Little sleep, lots of stress, free food at all hours, and Paul Singh constantly try to booze you under the table. Sounds like the old college days when you tried to rush for Sigma Chi, doesn’t it?
But nope. That describes life at 500 Startups.
For a former fat kid like me, it’s an environment where I can accidentally gain 15 lbs in the blink of an eye.  Put a pizza or a tray of doughnuts in front of me and I will devour the goodies without a second thought.  Unfortunately (or fortunately), being the co-founder of a fitness startup does not afford me this pleasure.
I’m sure you’ve heard it before – the myth that losing weight is impossible for the busy entrepreneur.  As a veteran dieter, amateur bodybuilder, and nutritional coach, I knew that this was wrong, and decided to prove it. My time in 500 Startups’ 4-month program turned out to be the perfect case study to show that you can still play beer pong with Dave McClure and discover your abs.
I skipped cardio
Herein lies the greatest irony: in the office, we endlessly obsess over ROI; in the gym, however, we pound away on the treadmill for hours and hours (probably while thinking about none other than ROI). What most entrepreneurs don’t realize is that cardio is the very last thing that’s going to yield an appreciable return.  Think about how many lines of code you could have written instead of all that time on the hamster wheel!
Weight loss comes from nothing more than a caloric deficit.  You can either create a caloric deficit through diet, or additional exercise.  I chose the former.  In other words, would you rather gruel through 30 minutes on the treadmill (which may actually leave you hungrier afterwards) or skip the equivalent of four Oreos per day?
I focused on strength training
Instead, my time at the gym consisted of 45 minutes/session, 3 times a week, performing only 5 exercises.  These exercises hit every single muscle group in the body.  By tracking my workouts and making sure that I increased the weight or reps that I performed each week, I ensured that I was constantly building muscle. This was great, as lean tissue burns more calories pound for pound than fat does, even while sitting all day. Below is an outline of what my routine looked like:
Monday (40 minutes) –
3 sets of barbell squats
2 sets of stiff legged deadlifts
Wednesday (45 minutes) –
3 sets of dumbbell bench press
2 sets of incline dumbbell bench press
Friday (45 minutes) –
3 sets of deadlifts
2 sets of chin-ups
2 sets of barbell rows
(Each session also included 15 minutes of light warm up sets)
Creating a caloric deficit through cardio, instead of diet and additional muscle, is like flipping burgers to pay for a developer, when you already know how to code.  You’ll also notice that I did no abdominal work, which is another low ROI exercise.  Abs already get stronger from deadlifts and squats, and it’s fat loss which gets them “defined”.
I counted calories
At the end of the day, weight loss is determined by burning more calories throughout a day than you consume.  This is the most important determinant of weight loss.  I consumed 11 times my bodyweight in calories (a good starting point for an otherwise sedentary individual), which came out to 2000 calories/day. I tracked my calories on an online calorie tracker like  I did have some other tricks up my sleeve, however.
I only ate lunch and dinner
Breakfast? No thanks. “But you’ll be mentally lethargic!” is what you’re probably thinking right now.  That’s a myth.  The truth is, I’ve never been a breakfast person.  In fact, on days that I would eat breakfast, I often felt hungrier by the time lunch rolled around. I soon discovered the Leangains method, which entails skipping breakfast (a huge time saver) and consuming all of my day’s calories from lunch and dinner.  Many Leangains practitioners also report an increase in concentration and energy once they get used to breakfast skipping.
I ate lots of protein and skipped the other free snacks
While I avoided breakfast, I did not avoid protein.  In fact, I ate a lot of it, to the tune one gram per pound of bodyweight (180g for me). Eating protein kept me fuller for a longer period of time.  When free food rolled around the 500 Startups office, I only consumed the protein portions of those foods.  This kept my overall calorie intake lower while still being able to dine on Dave McClure’s tab.  From geeking out on recent nutrition studies, I knew that more protein in place of carbohydrates was beneficial in decreasing fat and increasing muscle.
I developed food staples
Since I aimed for 2,000 calories/day, I simply sourced meals that contained 1,000 calories each and ate them repeatedly for lunch and dinner.  One of those was a large plate of beef and vegetables from a Mongolian barbeque restaurant.  Another go-to was a foot-long Subway sandwich with double meat and baked chips.  These were extremely large, filling meals that left even a bottomless pit like me extremely satiated.
I restricted alcohol choices, not quantity
I limited my beverage of choice to liquor and diet soda with the occasional light beer, but I drank as much as I wanted. You see, alcohol’s fattening reputation is misleading. Alcohol in itself does not contain many calories (less than 60 calories per drink). When people talk about getting fat from college late-night partying, they conveniently forget about the Big Mac and fries they ate afterwards (as well as the not-so-attractive girl they brought home). It’s the sugary drink mixes and after party binge food that contain lots of calories, not alcohol.  I used this handy guide to determine my alcohol choices, and paid no attention to quantity.
Taking all of this into account, here is what my typical Friday looked like:
9-10am – Gym
10-12pm – Work/Meetings
Lunch – Footlong from Subway, chips, free food from 500 Startups.
12:30-8pm – Work/Meetings
Dinner – Large plate of barbeque beef with unlimited veggies
8:30-10pm – Work/Meetings
10pm – Party with the 500 crew.  Anywhere from 5-15 drinks.
I used the schedule above to achieve the results below. If it seems a little too simple, that’s because weight loss is just that – simple. There is no magic pill, no special trick.  The only secret is making sure that everything you do has high fitness ROI.
What I’m about to tell you is very powerful: Not only is weight loss possible with a hectic schedule, but it’s actually easier. Think about it. The more free time a dieter has on his/her hands, the more time he/she has to actually obsess over food. It’s why people eat when they’re bored. Thinking about dieting all the time ironically makes the process an uncomfortable, miserable one. Develop a plan with high ROI, stick to it, and then don’t think about it.  Take advantage of the fact that you’re too busy focusing on your work to focus on the tire that’s on your waist.

Note: This is a followup to the TechCrunch article that I wrote on “Getting Ripped at 500 Startups”.  I noticed that a lot of people started following the plan that I outlined in my post.  Unfortunately, the article was not really meant as a “How to” guide.  I didn’t want anyone following an incomplete version of a program and filling in the blanks with guesswork, so I decided to throw this guide together in my spare time.  This is a simplified version of Intermittent Fasting and Leangains that will work for any new dieter looking to lose weight.  For full versions, check out and

Disclaimer: Like any other fitness/nutrition advice, follow at your own risk.  Please consult a physician before starting any sort of training program.

Why do entrepreneurs require a specific fitness program?  Well, entrepreneurs have a special set of characteristics...

1.  A jam-packed schedule keeps them constantly busy
2.  They spend much of the day being sedentary
3.  They’re constantly surrounded by food and alcohol
4.  They want to look good (let’s be honest)
5.  Fitness is not the primary focus of their lives
6.  Their goals are usually fat loss, preventing weight gain, or more energy

Does this sound like you?  98% of entrepreneurs that I know fit these 5 characteristics.  The only way that a fitness program can help you reach your goals is if...

1.  It yields extremely high ROI on your time
2.  You don’t have to think about it
3.  It leaves you more energetic, rather than hungry and lethargic

Core concepts

Leangains/Intermittent Fasting
Leangains is a program invented by Swedish nutritionist and fitness author Martin Berkhan.  It is followed by me and almost all of my clients.  Intermittent fasting is a method where you fast for 16 hours a day and only eat in an 8-hour period (or 14 hours, 10 hours respectively for women).  This allows you to eat larger meals, save time on food preparation, increase the amount of energy you have in the morning, and aid in simultaneously building muscle and losing fat (via increased insulin sensitivity)

You can read the full rundown of Leangains here and the health benefits of intermittent fasting here.

We will be using a simplified, less granular version of Leangains, which will work very effectively for most people.  For the full version, check out or

B… but… my mommy told me breakfast is the most important meal of the day!

There is nothing inherently good or bad about breakfast, but the fact that breakfast is needed is a myth.  Skipping breakfast has certain benefits, including:

1. More concentration/energy in the morning (once you get used to it)
2. Not having to worry about food when you first wake up
3. Allows larger meals for lunch and dinner, keeping you fuller throughout the day and less likely to snack

If you are used to breakfast, then you may be hungry in the first week because the hormone ghrelin, which regulates meal timing, kicks in at times you are used to eating.  This should subside within a week.  I have yet to have a client who has not gotten used to breakfast skipping; in fact, almost everyone prefers it once the initial phase is over.  You can drink black coffee in the morning to curb hunger.

For more information, Leangains’ Top Ten Fasting Myths Debunked.

Increased protein
We’ll be aiming for 1g of protein per goal pound of bodyweight per day.  Increasing your protein intake has a ton of benefits.  First off, protein provides more satiety than any other macronutrient, so you will be fuller, for longer, and have constant energy.  Secondly, in a caloric deficit, increased protein amounts help spare muscle (which means using stored bodyfat instead), and even help build muscle if you’re strength training.  In fact, eating more protein in itself burns calories, as it has the highest thermic effect of any macronutrient.

Weights, not cardio
Cardio is one of the most inefficient ways to lose weight.  In fact, a meta-analysis of studies has shown that it is quite ineffective when it comes to weight loss.

Another study (Friedenreich 2010) showed that it took women an average of 35 hours to lose of cardio to lose 1 lb of fat.  If you do cardio, do it for fun or for health, but not to lose weight.

Strength training, on the other hand, is a great use of your time.  By lifting (relatively) heavy weights, you can build muscle, which burns calories while you’re sitting on your ass all day long.  Strength training also increases insulin sensitivity, which means that calories have a greater chance of being used towards building muscle, rather than being stored as fat.

The Setup

Step 1. Figure out your daily caloric need
The first thing that you need to do is figure out how many calories you should be consuming on a daily basis in order to lose weight.

For men, take your bodyweight (in lbs) and multiply it by 12.
For women, take your bodyweight (in lbs) and multiply it by 11.

For example, a 200 lb male will be consuming 2400 calories (2400 x 12) on this diet.

You can read more about how I derived these numbers here:

Step 2.  Figure out your calories per meal
Once you have your daily caloric intake, halve the number.  This is the amount of calories that you will be consuming for each meal.  Our 200 lb male will be consuming 1200 calories per meal (2400/2).

Step 3.  Pick a feeding window
Men get a window of 8 hours, while women get a window of 10 hours.  Both of your meals must be consumed within that timeframe.  You can pick any time to start your window...  I suggest noon.

For example, your two meals will need to be consumed within these hours:
Men: 12pm and 8pm
Women: 12pm and 10pm

Step 4.  Figure out your target protein intake
This is easy.  Figure out what weight (in lbs) you want to be at and get at least that amount of protein in grams every day.

E.g. a woman who weighs 140 lbs and wants to get to 120 lbs should consume 120g of protein.  A man who weighs 200 lbs and wants to get down to 170 lbs should consume 170g of protein.

If you are not used to getting this amount of protein, consider using a protein supplement like whey or casein protein.

Step 5.  Develop a “portfolio” of meals
Start figuring out meals that fit your caloric budget and target protein intakes.  This part is fun!  Google the calories in meals of restaurants nearby you or use CalorieCount, FitDay, MyFitnessPal, or CalorieKing to start planning your meals using foods you buy at the grocery.  Make a spreadsheet with meals that contain your required calorie and protein amounts.


Again, using our 200 lb male as an example.  He wants to get down to 170 lbs.  He needs 1200 calories/meal and 170g protein/day.  Some meals on his meal plan can be...

Meal 1: 2 footlong turkey subs from subway with double meat, no mayo (1200 calories, 100g protein)

Meal 2: Salad from chipotle with double meat and guacamole, chips, scoop of whey protein (1200 calories, 85g protein)

Meal 3: 13oz top round steak, baked potato, snicker’s bar (1200 calories, 130g protein)

If he eats any two of those meals, he hits his daily totals of 2400 calories and at least 170 grams of protein.  See how enjoyable those meals are?  Steak and potatoes?  Snickers bars?  Mmmm the power of Leangains.  You can eat any of these meals because they are high in protein and fit your caloric budget.

Make a portfolio of as many of these meals as you want and go to them over and over again.

(This is a quick summary of Martin’s article on fasted training)

Training will be first thing in the morning using free weights, and it will be done fasted.   Wait a minute…  fasted?  But I won’t have any energy!

There is evidence showing that fasted training improves insulin sensitivity, boosts muscle growth, and increases glycogen storage/endurance.

Anecdotally, almost every client that I’ve had has enjoyed morning fasted training and have found that it leaves them more energetic throughout the day.  We’ll be using “Reverse Pyramid Training”, which is the highest ROI workout (~45-50 minutes/workout) that I’ve found and what I prefer to use personally.

Monday Workout 9AM
Barbell/Dumbbell Deadlift –
Set 1: 6-8 reps (until you cannot do one more full rep)
Set 2: Lower the weight 10%
Set 3: Lower the weight 10%

Chin-up (you can use an assisted machine) –
Set 1: As many as you can
Set 2: Same
Set 3: Same

Dumbbell Rows –
Set 1: 6-8 reps (until you cannot do one more full rep)
Set 2: Lower the weight 10%

Wednesday Workout 9AM
Dumbbell Bench Press –
Set 1: 8-12 reps (until you cannot do one more full rep)
Set 2: Lower the weight 10%
Set 3: Lower the weight 10%

Dumbbell Incline Bench Press –
Set 1: 8-12 reps (until you cannot do one more full rep)
Set 2: Lower the weight 10%

Friday Workout 9AM
Goblet or Barbell Squats –
Set 1: 6-8 reps (until you cannot do one more full rep)
Set 2: Lower the weight 10%
Set 3: Lower the weight 10%

Dumbbell or Barbell Stiff Legged Deadlifts –
Set 1: 6-8 reps (until you cannot do one more full rep)
Set 2: Lower the weight 10%

Some notes
I am using Monday, Wednesday, and Friday as the example below, but feel free to use whatever days you need to use, as long as there is a rest day separating each workout.

Get stronger every workout
On every workout, work on slightly increasing the weight or reps of your first working set of every exercise.  By doing this and getting stronger, you will be building muscle and lowering your bodyfat %.  For example, barbell deadlifts are prescribed at the 4-6 range.  If I did 4 reps of 225 lbs last week, I will try to do 5 reps the following week.  Once I hit 7 reps, then I will be outside of the prescribed rep range, and will bump the weight up to 240 lbs.  Try to go up 1-2 reps or 2% in weight every time.

On warmup setsOn each workout, I am only listing what’s called “working sets”.  These are the sets that you will strive to improve each session with either a higher weight or more reps and do not count warmup sets.  You will need to warm up with lighter weight until you hit your top working set.  For example, if your top working set on dumbbell bench press is 50 x 8, then you will probably want to warm up with 25 x 5, 30 x 3, 40 x 1.  Warmups should not be taxing in the slightest and should not interfere with your working sets.

Rest time
You should take 3-4 minutes to rest in between sets.  If that seems like a lot of time, it’s not.  By the end of your first deadlift set, for example, you should be breathing hard and will need a good 3-4 minutes in order to fully recover.

Questions? Email me at