- 25 -                                                  
            consideration paid for the rights as between Arnold and SIC.12                              
            Ms. Bronner also signed the Assignment of Rights on behalf of                               
            H�agen-Dazs.  Arnold signed a “Consulting and Non-Competition                               
            Agreement” with H�agen-Dazs, for which he was to be paid $150,000                           
            annually for a period of 3 years.  Martin also signed a                                     
            “Consulting and Non-Competition Agreement” with H�agen-Dazs, for                            
            which he was to be paid $50,000 annually for a period of 5 years.                           
            Finally, H�agen-Dazs entered into three nonexclusive distribution                           
            agreements with petitioner for its continued distribution of                                
            H�agen-Dazs ice cream products to specified small independent                               
            stores and food service accounts in a limited geographical area.                            
                  On March 3, 1989, petitioner filed a Form 1120S for 1988,                             
            reporting gross sales of $6,021,394 and an ordinary loss of $278.                           
            Rudolph Bergwerk signed the return as preparer.  MIC’s 1988 Form                            
            1120S contained no reference to the creation of SIC, the transfer                           
            to it of assets, or their basis, or the distribution of SIC stock                           
            to Arnold in redemption of his stock in MIC.  Nor did the return                            
            refer to SIC’s and Arnold’s subsequent sale of assets to H�agen-                            
                  12 Subsequent to trial, respondent submitted to the Court a                           
            facsimile of the face of a H�agen-Dazs check to SIC in the amount                           
            of $1,430,340, accompanied by an affidavit that H�agen-Dazs                                 
            issued the check to SIC as payment due at the closing of the sale                           
            of assets purportedly sold by SIC to H�agen-Dazs.  We do not                                
            admit the facsimile and affidavit into evidence; there is                                   
            sufficient evidence in the record to support a finding that SIC                             
            received the entire payment from H�agen-Dazs.  However, because                             
            we decide this case as we do, initial receipt of payment by SIC                             
            instead of Arnold does not determine the Federal tax treatment to                           
            petitioner of the transactions at issue.                                                    
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