949 F.2d 401
NOTICE:  Although citation of unpublished opinions remains unfavored, unpublished opinions may now be cited if the opinion has persuasive value on a material issue, and a copy is attached to the citing document or, if cited in oral argument, copies are furnished to the Court and all parties.  See General Order of November 29, 1993, suspending 10th Cir. Rule 36.3 until December 31, 1995, or further order.
Curt K. COWLES, Petitioner-Appellant,v.COMMISSIONER OF INTERNAL REVENUE, Respondent-Appellee.
No. 90-9021.
United States Court of Appeals, Tenth Circuit.
Dec. 4, 1991.

Before JOHN P. MOORE, STEPHEN H. ANDERSON and EBEL, Circuit Judges.
ORDER AND JUDGMENT*
JOHN P. MOORE, Circuit Judge.


1
This is an appeal from the tax court's determination of substantial tax liability for the years 1979 and 1982 and imposition of various tax penalties for the year 1982.   The primary issue for our review is whether the transactions entered into between Mr. Cowles and the partnership had economic substance or whether they were sham transactions designed to produce tax deductions for the investor, Mr. Cowles.


2
We agree with the tax court's analysis the transactions had no economic substance, and it is clear from the record Mr. Cowles could not and did not have any realistic, legitimate nontax financial or business purpose for investing in the partnership as structured.   Therefore, we AFFIRM the tax court's ruling.


3
Because we uphold the tax court's decision based on its finding a sham transaction, we do not discuss its holding with regard to the Rule-of-78's accounting issue.   However, we do agree with the tax court on all its rulings.   Consequently, we also AFFIRM the tax court's imposition of various tax penalties under I.R.C. §§ 6661, 6653, and 6621.



*
 This order and judgment has no precedential value and shall not be cited, or used by any court within the Tenth Circuit, except for purposes of establishing the doctrines of the law of the case, res judicata, or collateral estoppel.   10th Cir.R. 36.3


