¶1dissenting: Section 112 (b) (5) of the Revenue Act of 1928 specifically provides that, where “ property is transferred to a corporation by one or more persons solely in exchange for stock or securities in such corporation, and immediately after the exchange such person or persons are in control of the corporation ”, no gain or loss shall be recognized.
¶2The substance of the transaction involved in these proceedings is that the petitioners and their father transferred shares of Tubize Chatillon Co. stock and cash to the Anelma Corporation in exchange for all of the shares of that company. The cash and shares paid in to the Anelma Corporation by the petitioners constituted “ property.” The number of shares received by each was substantially in proportion to his or her interest in the property prior to the exchange. In my opinion the petitioners sustained no deductible loss from the transaction.
¶3In Weiss v. Stearn, 265 U. S. 242, it was stated that “ when applying the provisions of the Sixteenth Amendment and income tax laws enacted thereunder we must regard matters of substance and not mere form.” I think the above cited rule is applicable in these *252proceedings- The petitioners, with their father, owned all the shares of stock of the Anelma Corporation. All of the assets of that corporation at the close of December 30, 1930, had been contributed by the petitioners and their father. I do not regard the payment of $4,875 to the corporation by each of the petitioners and the payment by the corporation to the petitioners of the same amount of money on the same day as anything more than form. The deficiencies found by the respondent should be approved.