Joseph Nachman - Page 9

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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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