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corporation's intent to do so. Petitioner did not file his
amended return until March 5, 1991. Against this backdrop, it is
difficult to believe that petitioner did not intend to liquidate
FSRC. Rather, it appears that petitioner was searching for a way
to avoid the shareholder-level tax consequences of his decision
to liquidate and that his decision to file an amended return is
nothing more than ex post facto tax planning.
Accordingly, we find that petitioner liquidated FSRC in
1988. Having chosen to do so, petitioner must now accept the tax
consequences of his choice. Therefore, we sustain respondent's
determination that petitioner has long term capital gain to the
extent that the distribution he received exceeds his adjusted
basis in his stock. See secs. 331(a); 1001(a).
Petitioner argues that the transfer of FSRC's assets to LPRC
and its dissolution qualified as a tax-free reorganization under
section 368(a)(1). Having just determined that there was a
complete liquidation of FSRC, it necessarily follows that the
transaction cannot qualify as a reorganization under the
provisions of 368(a)(1), because a "liquidation is the antithesis
of reorganization." Mascot Stove Co. v. Commissioner, 120 F.2d
153, 156 (6th Cir. 1941) (emphasis added), affg. 40 B.T.A. 1057
(1939). Moreover, in order to qualify for tax-free treatment, a
shareholder must exchange his or her stock pursuant to a plan of
reorganization. Sec. 354(a)(1). The requirement of a plan of
reorganization "is to be taken as limiting the nonrecognition of
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