Self Heating and Cooling, Inc., Transferee - Page 6

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               On March 25, 1996, Mr. Reiter drafted two letters which gave           
          notice to the State of Pennsylvania that a sale by and between              
          Self Oil and petitioner was scheduled for April 5, 1996.  On or             
          about April 15, 1996, Self Oil conveyed substantially all its               
          assets to petitioner pursuant to an asset purchase agreement                
          (agreement).3  The purchase price was listed in the agreement as            
          $680,000.  According to schedule A attached to the agreement, the           
          purchase price was allocated to the assets being purchased as               
                         Item                    Allocation                           
                         Vans                     $45,200                             
                         Trucks                   21,800                              
                         Inventory                220,620                             
                         Customer list            374,564                             
                         Office equipment         15,000                              
                         Goodwill                 2,816                               
          According to the agreement, the consideration for the conveyance            
          took the form of petitioner’s assumption of various debts of Self           
          Oil:  (1) Outstanding loans to Mr. Self, Sr., and his wife                  
          totaling $445,419;4 (2) Self Oil’s forfeiture and fine                      

               3However, according to the agreement, the closing was to               
          take place on Apr. 8, 1996.                                                 
               4During the years preceding the conveyance, Mr. Self, Sr.,             
          and his wife had advanced their personal funds to Self Oil so               
          that it could meet its financial needs, the amounts of which were           
          recorded on the corporate books and records as “loans from                  
          stockholder”; i.e., unsecured long-term liabilities.  When Self             
          Oil conveyed its assets to petitioner, the outstanding balance              
          owed to Mr. Self, Sr., and his wife was $445,419.                           

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