Frederic W. Thrane, Jr. - Page 4

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          completed it, the Form 1120S was submitted to Ronald Sahmel, an             
          OSG partner, who reviewed and signed it as the preparer on June             
          27, 2002.                                                                   
               The Form 1120S was then hand delivered to Robert Delgado at            
          Windsor's corporate offices.  He signed it on July 1, 2002, in              
          his capacity as Windsor's corporate secretary and mailed it.3  The          
          Form 1120S included a Schedule K-1, Shareholder's Share of                  
          Income, Credits, Deductions, etc., for petitioner, which reported           
          that petitioner had ordinary income of $587,938 from Windsor and            
          had received $412,000 in distributions.  A copy of the Schedule             
          K-1 was issued to petitioner.                                               
               As filed, the Form 1120S did not separately state any amount           
          for "Compensation of officers" on line 7.  Instead, an aggregate            
          figure of $426,743 for all compensation, both officers' and other           
          employees', was listed on line 8, "Salaries and wages (less                 
          employment credits)".  After the Form 1120S was filed, OSG                  
          obtained information that Windsor's officer compensation for 2001           
          was $173,093.  Thereafter, $173,093 was entered into the                    
          electronically stored version of the Form 1120S on line 7 as                
          "Compensation of officers".  However, no correlative adjustment             
          was made to line 8 for "Salaries and wages (less employment                 
          credits)".  Consequently, the $173,093 in officer compensation              


               3 Respondent received the Form 1120S timely on July 7, 2002.           





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