Albert J. Miller - Page 4

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          general partner of each limited partnership, was personally                 
          liable for the withholding tax due because he was a withholding             
          agent under section 1442.  Sec. 1461.                                       
               Each limited partnership was formed under the laws of a                
          State of the United States and operated using a calendar year.              
          Once an idea was selected and assigned to a limited partnership,            
          petitioner, acting as the general partner of each limited                   
          partnership,3 negotiated a research and development contract with           
          A-Alpha, a Hong Kong limited liability company formed under the             
          laws of Hong Kong.  Capital was raised from investors by selling            
          limited partnerships interests, which represented 50 percent of             
          the limited partnerships.  The interests sold varied in amount              
          but were typically between $10,000 and $20,000.  Additionally,              
          each investor agreed to become personally liable for 125 percent            
          of the investor's cash investment.  Once the capital was raised,            
          the limited partnerships obtained loans from Wells Fargo Bank.              
          The total amount of capital raised ranged from $400,000 to                  
          $800,000.  This amount was then paid (less attorney's fees and              
          other expenses) to A-Alpha.                                                 



               2(...continued)                                                        
          Kong.                                                                       
               3  Petitioner contends that he was not the general partner             
          of certain of the limited partnerships formed in 1980.  This is a           
          factual dispute, and we resolve it in favor of respondent, the              
          nonmoving party.  Elias v. Commissioner, 100 T.C. 510, 514                  
          (1993).                                                                     




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