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Crisafi prepared Kolonaki's September 30, 1990, tax return.
The Kolonaki return claimed consolidated return treatment for JAI
and was filed and received by the IRS on June 19, 1991. The
Kolonaki return was signed by the chief financial officer for
Kolonaki and stated:
Kolonaki Imports, Inc. is the beneficial owner of Judy
Alexander [JAI] pursuant to a holding agreement with
George Georgiou, the holder of record and 100%
shareholder of Kolonaki. The original 23,400 shares of
Judy Alexander [JAI] were originally issued in January
and March of 1989 pursuant to this agreement.
The Holding Agreement to which the tax return referred did not
exist at the time the return was filed.
On August 6, 1991, a Holding Agreement was drafted to
substantiate Kolonaki's beneficial ownership of JAI. The Holding
Agreement stated in part:
WHEREAS, the parties intend, by this Agreement, to
cause GEORGE GEORGIOU to own of record all of the
issued and outstanding shares of Judy Alexander [JAI],
and to hold said shares beneficially for and on behalf
of KOLONAKI, and KOLONAKI intends to indemnify and hold
GEORGE GEORGIOU harmless from any and all liabilities
which he may incur or to which he may be subjected as
the owner of said shares of stock.
The Holding Agreement began "This Agreement made this 15th day of
October, 1988" and ended "IN WITNESS WHEREOF, the parties have
caused these present to be executed the date and year first above
written." Georgiou signed the document twice, once in his
capacity as president of Kolonaki and once in his individual
capacity.
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