Kudo

MEMORANDUM *

We affirm the Tax Court’s decision upholding deficiencies and penalties. As the parties are familiar with the factual and procedural history of this case, we do not recount them here.

1. Standard of Review

We review the tax court’s conclusions of law de novo and its factual findings for clear error. Baizer v. Comm’r, 204 F.3d 1231, 1233-34 (9th Cir.2000). We review a tax court’s affirmance of a penalty for clear error. Collins v. Comm’r, 857 F.2d 1383, 1386 (9th Cir.1988).

2. Jurisdiction over the appeal of Toraya Corporation

A tax court decision is “reviewable only if there is a controversy between the taxpayer and the Government about the amount of taxes due.” W.W. Windle Co. v. Comm’r, 550 F.2d 43, 45 (1st Cir. 1977). Toraya Corporation was found to have no deficiencies. If Toraya were to prevail on appeal, it would still have no deficiencies. We therefore do not have jurisdiction to hear Toraya’s appeal.

*866 Toraya argues that collateral estoppel will prevent it from challenging the tax court’s findings in future litigation. The fact that Toraya could not appeal, however, will “militate against a future claim by the Commissioner of collateral estoppel.” Id.…