- 45 -
whereas they, 48-percent stockholders of MSSTA, were to receive
nothing from MSSTA, but were to be left after the MSSTA trans-
action owning 100 percent of the stock of MSSTA, which was worth
no more than $22,500.
Based on our examination of the entire record in this case,
we find that, in substance, on the closing date (1) MSSTA sold
substantially all of its assets to AST for an amount substan-
tially in excess of $300,000; (2) a total of $199,652 (i.e.,
$190,144 of the value of the aggregate stock interest in AST
acquired by the Scotts and $9,508 of the fee received by Mr.
Scott pursuant to the Scott-AST consulting agreement) was trans-
ferred by AST to, and was an amount realized by, MSSTA from the
sale of its assets to AST; and (3) of the total consideration
that MSSTA realized from the sale of its assets to AST, MSSTA
distributed (a) to Mr. Scott stock of AST equal in value to
$95,072 (i.e., a 10.5-percent stock interest in AST) and $9,508
in cash, or a total of $104,580, and (b) to Ms. Scott stock of
AST equal in value to $95,072 (i.e., a 10.5-percent stock inter-
est in AST).18 On that record, we further find that Mr. Scott is
a transferee of property of MSSTA in the amount of $104,580 and
that Ms. Scott is a transferee of property of MSSTA in the amount
of $95,072.
18 See supra note 17.
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