The opinion
*347 OPINION.
Ivins:
The mere agreement by a single minority interest to .sell its stock to the single majority interest on request at a price to be determined upon the exercise of the option, unsupported by any evidence that control was in fact exercised by the majority as to the voting of the minority stock or as to how any of the stock was voted, does not constitute sufficient proof of the affiliation of two corporations within the meaning of section 240 of the Revenue Act of 1918.
As stated by us in Appeal of Isse Koch & Co., 1 B. T. A. 624, 627:
The control, however, must be shown to he a genuine and real control actually exercised, and it can not be established by mere assertions or agreements between majority and minority stockholders unsupported by facts. Potential control of stock is not sufficient in itself to justify consolidation.
The direct ownership by the Yosemite Stage and Turnpike Co. of 65 per cent of the taxpayer’s stock was not, to our minds, an ownership or control of substantially all of such stock.