Barry B. Bealor and Nancy L. Bealor, et al. - Page 10

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          engaged in hauling gasoline and fuel oil.  Machise was on the               
          accrual method of accounting and employed a fiscal year ending              
          June 30.  Anthony Bucci (Bucci) and Joseph Ingemi (Ingemi) were             
          clients of BBPA.  In 1975, Bucci and Ingemi each purchased 50               
          percent of Machise's stock.  At BBPA's suggestion, they                     
          transferred their Machise stock to their newly formed                       
          corporation, Intercoastal Management Co. (Intercoastal).  Bucci             
          and Ingemi were the only shareholders and employees of                      
          Intercoastal.  The primary purpose for BBPA's recommending the              
          formation of Intercoastal was to provide a means for Bucci and              
          Ingemi to enjoy a generous pension plan without providing for the           
          rank and file employees.  During the years at issue, Intercoastal           
          filed consolidated Federal income tax returns with Machise.  For            
          purposes of these findings and opinion, Intercoastal and Machise            
          are essentially the same entity.  Both corporations were                    
          dominated by Bucci and Ingemi, and, after Ingemi's death, by                
          Bucci alone.                                                                
               Machise subsequently entered into an employee leasing                  
          agreement with MIT Personnel Co. (MIT Personnel), a corporation             
          that was owned by Bruce Bryen.  Bruce, at the time a young man,             
          agreed to undertake the ownership of MIT Personnel as a favor to            
          Bucci and Ingemi and in the hopes of attaining a promised $50,000           
          fee from them.  Pursuant to this agreement, MIT Personnel was to            
          provide Machise with the employees and independent contractors              






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