Med James, Inc. - Page 5

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          an NOL of $605,067.  In addition, the parties stipulated that               
          they had not reached an agreement as to the application of all or           
          part of the NOL carryback to the tax year ended January 31, 1994.           
               On June 4, 2002, the parties filed the following stipulation           
          with respect to petitioner’s income tax liability for the tax               
          year ended January 31, 1994:                                                
               Tax liability, computed without allowance                              
               for net operating loss carryback                                       
               from the tax year ended January 31, 1995,                              
               to the tax year ended January 31, 1994   $225,753.00                   
               Tax assessed and paid                     0.00                         
               Deficiency, without allowance for net                                  
               operating loss carryback                225,753.00                     
               Reduction in liability due to net                                      
               operating loss carryback                  162,180.00                   
               Deficiency, after allowance for net                                    
               operating loss carryback                  63,573.00                    
               It is further stipulated that interest will be assessed                
               as provided by law on the deficiencies due from                        
               petitioner.                                                            
               It is further stipulated that, effective upon the entry                
               of this decision by the Court, the petitioner waives                   
               the restrictions contained in I.R.C. �6213(a)                          
               prohibiting assessment and collection of the                           
               deficiencies (plus statutory interest) until the                       
               decision of the Tax Court becomes final.                               
               On June 5, 2002, the Court entered a decision that there               
          were deficiencies in income tax due from petitioner for the tax             
          years ended January 31, 1994, 1995, and 1996, in the amounts of             
          $63,573, $0, and $169,474, respectively, and that there was no              
          addition to tax under section 6651(a)(1) for the tax year ended             





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