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receivables with the checks evidencing the initial $18,509 of
receivables reveals an overlap of $1,003. Accordingly, a total
of $7,138 of accounts receivable was transferred by WIS to SPS at
the beginning of 1992.
There is no evidence that any liabilities of WIS to
petitioner or third-party creditors were assumed by SPS or
otherwise satisfied or discharged as part of the business
reincorporation transaction. There is no evidence that Lewis and
Tate received their stock in SPS in exchange for any contribution
of property or preincorporation services on SPS’s behalf. Nor is
any indebtedness of the corporation to a shareholder or of a
shareholder to the corporation reflected on SPS’s opening balance
sheet.
The record contains no direct evidence establishing when
petitioner actually received his stock in SPS. If SPS issued its
stock in December 1991 before receiving full payment of the
consideration, then the unpaid balance would presumably have
appeared as an asset on the corporate balance sheet as of
December 31, 1991. The absence of any such entry suggests that
the stock was more likely issued when fully paid, following the
transfer of the $7,138 of additional receivables at the beginning
of 1992.
Following the aforesaid transfers of property, WIS ceased
active business but remained in existence to collect rental
income from the lease of its fixed assets and any damages that it
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