Veterinary Surgical Consultants, P.C. - Page 3




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                                     Background                                       
               The stipulation of facts and the attached exhibits are                 
          incorporated herein.  The stipulated facts are hereby found.                
               Petitioner is an S corporation that was incorporated in                
          Pennsylvania on May 22, 1991.  At the time the petition was filed,          
          petitioner’s principal place of business was in Malvern,                    
          Pennsylvania.  Petitioner’s only business is providing consulting           
          and surgical services to veterinarians. Dr. Sadanaga is                     
          petitioner’s sole shareholder and serves as its president,                  
          petitioner’s only officer.                                                  
               Since petitioner’s incorporation, all of its income has been           
          generated from the consulting and surgical services provided by Dr.         
          Sadanaga to Veterinary Orthopedic Services, Ltd. (Orthopedic).              
          During the period at issue, Dr. Sadanaga spent at least 33 hours            
          per week providing consulting and surgical services on behalf of            
          petitioner. He performed surgeries at the Veterinary Referral               
          Center in Frazer, Pennsylvania, and consulted with veterinarians in         
          their offices or his home.                                                  
               Dr. Sadanaga is the only person with signature authority on            
          petitioner’s bank account.  Dr. Sadanaga handled all of                     
          petitioner’s correspondence and performed all administrative tasks          
          on behalf of petitioner.  Petitioner did not make regular payments          
          to Dr. Sadanaga; rather, Dr. Sadanaga withdrew money from                   
          petitioner’s bank account at his discretion.                                






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Last modified: May 25, 2011