*1202OPINION.
Littleton:The taxpayer alleged that the actual cash value of the tangible and intangible property paid in on June 25, 1918, for stock was $870,000, and that, in addition, substantial amounts of preferred stock were sold at par soon after its organization for promissory notes. The taxpayer further claims that the value of depreciable assets at the time paid in was $500,000.
The property, both tangible and intangible, acquired by the taxpayer on June 25, 1918, for stock was purchased by E. Claude Edwards and William Ford from the Ohio Dairy Co. on June 21, 1918, at an agreed price of $500,000. The evidence offered by taxpayer is not sufficient to support its claim that the tangible and in*1203tangible property had an actual cash value of $870,000 and that the depreciable property had a value of $500,000. The sale by the Ohio Dairy Co. of its entire properties, both tangible and intangible, to Edwards and Ford took into consideration every element of value and was the equivalent of a cash sale. This was a transaction at arms’ length involving the offer and acceptance of a price agreed upon by all of the stockholders of the Ohio Dairy Co. and Edwards and Ford, and, in view of all the evidence before it, the Board is of the opinion that the value placed upon the assets of the Ohio Dairy Co. by the parties to that transaction represented their fair market value at that time, and also at the time the same assets were acquired by the taxpayer for stock. Finding no error in the Commissioner’s determination of the value of the property for invested capital and depreciation purposes, his determination is approved.
The Board is unable from the evidence to form any opinion as to whether the taxpayer is entitled to include in invested capital any amount from the sale of preferred stock after its organization. The testimony does not show the amount of stock sold or the amount received therefor, nor whether it was a sale of a part of the original stock issued to Edwards and Ford at the time the property was purchased from them or stock owned by .the taxpayer at the time of the sale and subsequently issued. In the absence of evidence on this point, the action of the Commissioner in refusing to allow any amount in invested capital in this connection must be approved.