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Petitioner and his brother resigned from Swirl in October
1988. In October 1988, Santalarsci and Gasson sought offers to
buy Swirl. In January 1989, four parties offered to buy Swirl.
2. The Three Rejected Offers
I. Appel Corp. offered to buy some of Swirl's assets. L.G.
Strelecki, on behalf of a company to be incorporated as L.G.
Strelecki & Associates, offered to assume some of Swirl's
liabilities in exchange for specific assets. The Shearson Group
offered to assume some of Swirl's liabilities in exchange for
specific Swirl assets. Swirl rejected these offers.
3. The Accepted Offer
On January 24, 1989, the Sandhurst Co. (Sandhurst) offered
to acquire substantially all of Swirl's assets and liabilities.
Swirl accepted Sandhurst's offer.
New Swirl, Inc. (New Swirl), was incorporated and bought
Swirl's assets in November 1989. New Swirl's shareholders were
Sandhurst Venture Fund-I, L.P., Whitby Santalarsci & Company,
and T.G. Capital, Inc. New Swirl did not buy any Swirl stock
or assume Swirl's liabilities to petitioner or his brother.
Petitioner did not sue to recover any unpaid interest or
principal on the notes from Swirl.
G. Petitioner's 1988 Tax Return
Jeffrey Elias (Elias), a certified public accountant at
Weinick Sanders & Company, was petitioner's accountant. He
prepared petitioner's 1988 tax return. Elias discussed the 1988
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