Omnitec Corporation, An Administratively Dissolved Corporation, Leland V. Lammert, President - Page 4

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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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