Alpha Medical, Inc., f.k.a. Alpha Medical Management, Inc. - Page 15

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          whole with no single factor decisive.  Mayson Manufacturing Co.             
          v. Commissioner, supra.                                                     
               In analyzing these factors, the Court must carefully                   
          scrutinize the facts of a case in which the paying corporation is           
          controlled by an employee to whom the compensation is paid.  For            
          example, section 1.162-7(b)(1), Income Tax Regs., cautions that             
          in the case of a corporation having few shareholders, "An                   
          ostensible salary paid by a corporation may be a distribution of            
          a dividend on stock."  See Estate of Wallace v. Commissioner,               
          supra at 555.  In such a situation, we must be convinced that the           
          purported compensation was paid for services rendered by the                
          employee as opposed to a distribution of earnings to him that the           
          employer could not deduct.  RTS Inv. Corp. v. Commissioner, 877             
          F.2d 647, 650 (8th Cir. 1989), affg. per curiam T.C. Memo. 1987-            
          98; Seven Canal Place Corp. v. Commissioner, 332 F.2d 899 (2d               
          Cir. 1964), remanding T.C. Memo. 1962-307.                                  
               1.  Rogers' Qualifications                                             
               An employee's superior qualifications for his or her                   
          position with the business may justify high compensation.  See,             
          e.g., Home Interiors & Gifts, Inc. v. Commissioner, supra at                
          1158; Dave Fischbein Manufacturing Co. v. Commissioner, 59 T.C.             
          338, 352-353 (1972).                                                        
               Although Rogers had no formal training in business                     
          management, he has more than 25 years of practical business                 





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