Henry C. Boler and Sherry M. Boler - Page 5




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               AIM’s primary business is metal fabrication.  AIM performs             
          work at the facility on the Whittington property (described below           
          at paragraph B) and at its customers’ locations.                            
               AIM paid its employees once a week.  AIM reported income on            
          the basis of bills it submitted to customers.                               
               AIM fabricated and installed metal components for Morton               
          International, one of AIM’s customers.  In October, November, and           
          December 1994, AIM paid a total of $1,739.50 for materials and              
          $15,792.40 to its employees for labor that they had performed for           
          Morton International.  In January 1995, AIM completed the job and           
          sent bills to Morton International for $17,532.                             
          B.   The Whittington Property                                               
               On March 6, 1978, petitioner bought about 2.75 acres (the              
          Whittington property) from D.L. Whittington.                                
               On January 1, 1992, AIM’s board of directors (i.e., the                
          Bolers) held a meeting to accept the transfer of real property,             
          equipment and tools, and associated liabilities from petitioner.            
          The record is silent as to whether AIM’s board of directors                 
          accepted the proposed transfers from petitioner.  On March 11,              
          1992, petitioner signed a quitclaim deed which stated that he had           
          transferred the Whittington property to AIM on January 1, 1992.             
          AIM did not record the quitclaim deed.                                      










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