International Capital Holding Corp. and Subsidiaries - Page 9




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          compensation was paid by Norcom to Quest before April 1992.                 
          However, minimal expenses Quest incurred in 1991 were reimbursed            
          by Norcom.                                                                  
               b.   April 1992 Through 1996                                           
               The relationship between Quest and Norcom changed                      
          significantly in April 1992 when Mr. Lombardi resigned from                 
          Norcom.  Immediately after Mr. Lombardi’s resignation, Mr. McColl           
          assumed oversight of the day-to-day operations of Norcom,                   
          especially with respect to oversight of Norcom’s finances.6  Mr.            
          McColl moved his office to Norcom and worked at Norcom on a full-           
          time basis.  In addition to oversight of Norcom’s operations, Mr.           
          McColl became a Norcom officer.7  From June 1992 until December             
          1993, he served as Norcom’s secretary and treasurer.  From August           
          1992 until December 1993, he also served as the executive vice              
          president of Norcom.  The record does not indicate that Mr.                 
          McColl was ever compensated by Norcom.                                      


               6  Mr. Arnold at least nominally assumed some of Mr.                   
          Lombardi’s responsibilities by temporarily taking the positions             
          of president and CEO of Norcom.  Despite holding these offices,             
          the evidence does not indicate that Mr. Arnold was actively                 
          involved in the management of Norcom.                                       
               7  Petitioner claimed that Mr. McColl was not an employee of           
          Norcom.  Because respondent has not disputed this claim, we have            
          accepted it as a stipulated fact.  Accordingly, we have not                 
          considered whether Mr. McColl was an employee of Norcom for                 
          Federal tax purposes and that any work he performed for Norcom              
          was under such employment and not on behalf of Quest.  Sec.                 
          3121(d)(1) (defining an employee of a corporation to include its            
          officers).                                                                  





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