Jeff A. Wiltzius, Transferee - Page 17

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          640 F.2d 609, 613 (5th Cir. 1981); Harper v. United States, 769              
          F. Supp. 362, 367 (M.D. Fla. 1991); United States v. Ressler, 433            
          F. Supp. 459 (S.D. Fla. 1977), affd. 576 F.2d 650 (5th Cir.                  
          1978); Cleveland Trust Co. v. Foster, 93 So. 2d 112, 114 (Fla.               
          1957).                                                                       
                    a.   Transfer of All of the Debtor's Assets                        
               The parties stipulated, and we have found, that House of                
          Babes was liquidated in August 1986.  The liquidating                        
          distribution occurred on August 14, 1986.                                    
               Petitioners contend that the $525,000 note from the buyer               
          was not distributed to House of Babes' shareholders in 1986.  We             
          disagree.  The buyer of House of Babes and House of Babes'                   
          shareholders treated the note as belonging to the shareholders of            
          House of Babes because (at a time not stated in the record) the              
          buyer began to pay the interest on the note directly to House of             
          Babes' shareholders.3  We are not persuaded by petitioners'                  
          contention that because House of Babes did not formally assign               
          assets to its shareholders, it had assets after August 1986.                 
               Petitioners contend that House of Babes had assets after                
          August 1987 because the buyers sent a check to the IRS for Godby.            


               3Secrecy or concealment of a transfer is a badge of fraud in            
          Florida.  Cleveland Trust Co. v. Foster, 93 So. 2d 112, 114 (Fla.            
          1957).                                                                       







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