- 9 - 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 1988Page: Previous 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 Next
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