George Johnson, Jr. - Page 3

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            of law that petitioner is precluded from challenging the validity                         
            of the S corporation status of JPS.  We deny both motions.                                
                                         FINDINGS OF FACT                                             
                  Some of the facts have been stipulated and are so found.  We                        
            incorporate by this reference the stipulation of facts and                                
            attached exhibits.  At the time of filing the petition,                                   
            petitioner resided in Houston, Texas.                                                     
                  Petitioner incorporated JPS on October 25, 1976, with                               
            petitioner and his wife, Mary Ann Johnson, as directors and the                           
            sole officers.2  Petitioner was president and Mary Ann Johnson                            
            was secretary.  In addition to them, JPS had, at most, three                              
            other employees during the period of 1975-77, one of whom was                             
            petitioner’s daughter.  On November 26, 1976, which was the                               
            Friday after Thanksgiving Day, the Internal Revenue Service                               
            Fresno Service Center (Fresno Service Center) stamped "Received"                          
            on the face of a Form 2553, Election by a Small Business                                  
            Corporation, listing JPS as the electing corporation.  The                                
            parties have stipulated that it is unknown whether the Form 2553                          
            was mailed, hand delivered, or transported by private courier to                          
            the Fresno Service Center.                                                                



                  2 It has been alleged, and the parties do not appear to                             
            dispute, that petitioner and Mary Ann Johnson were the only                               
            shareholders of JPS.  However, the only evidence of that                                  
            allegation currently in the record is a Form 2553, the validity                           
            and authorship of which are disputed.                                                     




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