*609OPINION.
Smith:From the date of its organization in 1918, to December 31, 1919, inclusive, Combined Industries, Inc., owned 67 per cent of the shares of stock of Parker Sheet Metal Works,' Inc. Hymen Rosenberg and Albert Blumlein, stockholders of Combined Industries, Inc., owned an additional 19 per cent of the stock of Parker Sheet Metal Works, Inc. The balance of the stock of the last-named corporation was owned by M. K. Sessler, who owned none of the voting stock of Combined Industries, Inc., and only a little more than 4 per cent of the nonvoting preferred stock of that company.
The question presented by this appeal is whether Combined Industries, Inc., and Parker Sheet Metal Works, Inc., were affiliated from the date of the organization of the former corporation in 1918, to December 31, 1919. The taxpayer claims that the two corporations were affiliated under the provisions of section 240 (b) ■of the Revenue Act of 1918, by reason of the fact that Combined Industries, Inc., owned 67 per cent of the voting stock of Parker Sheet Metal Works, Inc., and that the balance of the voting stock of the last-named corporation was owned or controlled by closely affiliated interests.
The evidence as to whether the shares of the voting stock of Parker Sheet Metal Works, Inc., not owned by Combined Industries, Inc., were owned or controlled by closely affiliated interests, is not convincing. The only witness to appear for the taxpayer at the hearing was the president of the two corporations. He testified that both corporations were operated as a single unit, as set forth in the findings of fact. He further testified, in part, as follows:
Q. Who determined the amount of the management fee?
A. That was agreed — we practically determined it.
Q. By “we” you mean the Combined Industries?
*610A. The president and treasurer of the Parker were also officers of the Combined. We would sit down and say “ Well, we think so much shall be-a fair management fee,” and it was agreed upon.
Q. Were there any stockholders of the Parker that were neither officers-nor directors of that company, or of the Combined?
A. Yes, there was one.
Q. What was his name?
A. Mr. Sessler.
Q. Did he know what was going on in the way of exercise of manag-einent the Combined had over the Parker?
A. Yes.
Q. Did he ever raise objection to the management or the amount of compensation you charged for the management and financing?
A. During that period?
Q. During that period?
A. No.
Q. Was he also a stockholder of the Combined Industries?
A. Very small.
Q. You mean on preferred stock?
A. He had some preferred stock.
Q. Who was the principal stockholder of the Combined Industries?
A. I was.
Q. Did you have enough stock to control the policies of that company?
A. I did.
Q. To elect a Board of Directors if you wished to?
A. Yes.
Q. Could the Combined Industries control the Board of Directors and policies of the Parker Sheet Metal Works on account of stock control?
A. Absolutely.
Q. How much stock control did it have?
A. 67⅛ per cent at that time. We later acquired more.
Q. After these years in question?
A. Yes, but during those years we had 67½ per cent.
Nowhere in the record is it stated definitely that Rosenberg and Blumlein were officers or directors of Combined Industries, Inc. Sessler, who owned 14 per cent of the stock of the taxpayer, was neither an officer nor a director of that corporation. It will be noted that the president of both corporations testified that there was one stockholder' of the taxpayer who was neither an officer nor a director of Combined Industries, Inc. Possibly, it might be inferred that the other two individual stockholders of the taxpayer, namely, Rosenberg and Blumlein, were officers or directors of Combined Industries, Inc., but we can not make a finding of fact by inference. Neither can we infer that Rosenberg and Blumlein, who owned only a small percentage of the stock of Combined Industries, Inc., were closely affiliated interests. We therefore have a situation in which the proof is simply that Combined Industries, Inc,, owned 67 per cent of the stock of the taxpayer from the date of the organization of Combined Industries, Inc., in 1918, to the end of the *611•calendar year 1919. Is the ownership and control of 67 per cent of the stock of another corporation sufficient to make the corporations affiliated where the two corporations are operated as a single business unit?
We have held in the Appeals of Wadhams & Co., 2 B. T. A. 569, and Ullman Manufacturing Co., 2 B. T. A. 1294, that an ownership by the principal corporation of 80 per cent of the stock of the subsidiary ivas not enough to warrant consolidation, even though in each appeal the evidence showed that both corporations were operated as a single business unit. For more cogent reasons we must hold that the taxpayer and Combined Industries, Inc., were not affiliated from the date of the organization of the latter in 1918 to the end of the calendar year .1919.