Abdul Hafiz and Rawnaq A. Hafiz - Page 1

                                 T.C. Memo. 1998-104                                  

                               UNITED STATES TAX COURT                                

                   ABDUL HAFIZ AND RAWNAQ A. HAFIZ, Petitioners v.                    
                    COMMISSIONER OF INTERNAL REVENUE, Respondent                      

               Docket No. 15079-96.                   Filed March 16, 1998.           

               Lawrence H. Richards, for petitioners.                                 
               Katherine Lee Wambsgans, for respondent.                               

                       MEMORANDUM FINDINGS OF FACT AND OPINION                        
               GERBER, Judge:  Respondent determined deficiencies in                  
          petitioners' income taxes of $52,837 and $73,542 for the taxable            
          years 1989 and 1990, respectively.  The sole issue remaining for            
          our consideration is whether petitioners, as S corporation                  
          shareholders, may increase their bases in the S corporation by              

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