Henry Randolph Consulting - Page 3




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               classification pursuant to section 530 of the Revenue                   
               Act of 1978 with respect to such individual(s).  This                   
               determination could result in employment taxes being                    
               assessed against you.                                                   
               Respondent attached to the notice of determination an                   
          Agreement to Assessment and Collection of Additional Tax and                 
          Acceptance of Overassessment (Excise or Employment Tax) (Form                
          2504) in which respondent proposed that petitioner consent to                
          immediate assessment and collection of $53,194.87 in tax,                    
          consisting of the following amounts:                                         
               1.   $27,814.58 for March 31 to December 31, 1994, under the            
          FICA, secs. 3101-3125, and for income tax withholding, secs.                 
          3401-3406 and 3509;                                                          
               2.   $22,776.29 for March 31 to December 31, 1995, under the            
          FICA and for income tax withholding; and                                     
               3.   $2,604.00 for 1995, under the FUTA, secs. 3301-3311.               
               The form also proposed that petitioner agree to the                     
          following:                                                                   
                    I consent to the immediate assessment and                          
               collection of any additional tax and penalties and                      
               accept any overassessment (decrease in tax and                          
               penalties) shown above, plus any interest provided by                   
               law.                                                                    
                    I understand that by signing this agreement, I am                  
               waiving the restrictions on assessment provided in                      
               section 7436(d) and 6213(a) of the Internal Revenue                     
               Code of 1986, and that I will not be able to contest                    
               the issues covered by this agreement in the United                      
               States Tax Court.                                                       
               Respondent attached to the notice of determination a copy of            
          Examination Changes -- Federal Unemployment Tax for 1995 (Form               
          4667), and Employment Tax Examination Changes Report for 1994 and            
          1995 (Forms 4668), detailing respondent's calculations of the                

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