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Missouri on June 14, 1999, for failure to file its annual
registration report.4
Another corporation bearing the name of Omnitec Corp. was
incorporated in the State of Nevada on July 12, 2000. The
corporation was organized sometime earlier; however, the articles
of incorporation were not filed with the State of Nevada until
July 12, 2000. This corporation qualified to do business in
Missouri on July 2, 2003. This corporation is referred to as
Omnitec Nevada. See supra note 3.
The third corporation, referred to above, L.V. Properties,
Inc., was organized on July 28, 1986, by Leland V. Lammert, the
incorporator of Omnitec Missouri and Omnitec Nevada. See supra
note 3.
There was one trade or business activity that gave rise to
the income in dispute in this litigation. The basic and
fundamental issue, as framed by the parties, is which of the two
corporations, Omnitec Missouri or Omnitec Nevada, conducted the
activity in question and, therefore, is liable for Federal income
taxes on such income. In the notice of deficiency, respondent
4Under Missouri law, an administratively dissolved
corporation continues its corporate existence in order to wind up
its affairs. Mo. Rev. Stat. sec. 351.486.3 (1990). In Starvest
U.S., Inc. v. Commissioner, T.C. Memo. 1999-314, this Court held
that a dissolved corporation under Florida law continued its
corporate existence indefinitely to litigate matters affecting
the corporation. In this case, neither party raised objection to
the institution of this case by Omnitec to challenge respondent’s
deficiency determination.
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