Janet D. Reed - Page 10

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               Petitioner formed Spirit Horse Ranch as a New Mexico                   
          corporation in 1986, and it continued to exist throughout all of            
          the years in issue.  That entity owned real property, maintained            
          bank accounts in its name, and conducted a business activity for            
          profit.  All of these factors indicate that Spirit Horse Ranch was          
          not a sham and had a business purpose as well as a substantive              
          business activity.  Higgins v. Smith, supra.                                
               It is evident that petitioner did not dissolve Spirit Horse            
          Ranch pursuant to New Mexico law.  She never filed a statement of           
          intent to dissolve the corporation even though she may have desired         
          no longer to use its form.  To be sure, she admitted that she knew          
          how to dissolve corporations and that she needed to do so.                  
               Further, petitioner's failure to comply with the filing of             
          biennial State franchise tax reports following the formation of a           
          corporation does not cause the corporation's automatic cessation.           
          "[S]uch non-compliance in the absence of * * * [a State forfeiture]         
          proceeding does not in anywise affect the legal existence of the            
          corporation."  Skarda v. Commissioner, 250 F.2d 429, 435 (10th Cir.         
          1957), affg. 27 T.C. 137 (1956).                                            
               Finally, it is clear that petitioner did not transfer the              
          business assets of Spirit Horse Ranch to another entity.  Spirit            
          Horse  Ranch  retained  the  real  property  (underlying  land,             
          improvements, and mobile homes) and the bank accounts during the            
          years in issue.  See Weigman v. Commissioner, 47 T.C. 596 (1967),           





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