Wiley L. Barron, CPA, Ltd. - Page 4




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          A. Wiley L. Barron, CPA, Ltd.                                               
               Wiley L. Barron, CPA, Ltd. (petitioner) is an S corporation            
          that was formed on or about January 2, 1990.  Since the date of             
          its inception, petitioner has been engaged in the business of               
          providing accounting services.                                              
               Wiley L. Barron (Mr. Barron) is, and has been for many                 
          years, a certified public accountant (C.P.A.).  Mr. Barron is               
          petitioner’s president and sole shareholder, and he is the only             
          C.P.A. who performs services for petitioner.  The only other                
          individuals who perform services for petitioner are two employees           
          who provide clerical and support services.2                                 
               As petitioner’s president, Mr. Barron exercises exclusive              
          authority over all of petitioner’s affairs.  He is solely                   
          responsible for making management decisions and for controlling             
          and directing every facet of petitioner’s business.                         
          B. Petitioner’s Income Tax Returns                                          
               Petitioner filed Form 1120S (U.S. Income Tax Return for an S           
          Corporation) for each of the calendar years 1994, 1995, and 1996.           
          On Schedule M-2 of these returns, petitioner reported                       
          distributions other than dividend distributions in the following            
          amounts:                                                                    




               2  The status of these two service providers as employees of           
          petitioner is not in issue.                                                 





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