Leon L. Zachman and Estate of Ione Zachman - Page 8

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              Sometime in 1987 or 1988, John B. Ellering became president             
         of Armageddon and Parnell, and replaced Strohmeier as                        
         manager of Hillside Farm.5                                                   
              Petitioners had no official titles or offices in Hillside               
         Farm, Armageddon, or Parnell.  Initially, petitioners received               
         all 100 trust shares in Hillside Farm.  On December 29, 1983,                
         petitioners surrendered their original 100 shares in Hillside                
         Farm, each receiving 20 new shares.  The remaining 60 shares                 
         purportedly were transferred to BBCA, Inc. (BBCA), an                        
         organization purporting to be a church.6  The president of BBCA              
         was Joan Noske.                                                              
              Several years before the creation of Hillside Farm,                     
         petitioner had curtailed his work on the farm because of health              

               5 In Sept. 1995, Ellering was convicted by a jury in the               
          U.S. District Court for the District of Minnesota of conspiracy             
          to defraud the United States by impeding the Internal Revenue               
          Service.  His conviction was based on his participation with                
          James and Joan Noske and Imelda Spaeth in a scheme to assist                
          clients of the Noskes, who sought to reduce or avoid Federal                
          income taxes, form business trusts that named Armageddon and                
          Parnell as trustees.                                                        
               After Ellering’s criminal conviction, petitioners’ cousin              
          Gerard became president of Armageddon and Parnell, and                      
          petitioners’ son Dale became managing director of Hillside Farm.            

               6 The minutes of a special meeting of the Hillside Farm                
          trustees, dated Dec. 29, 1983, and signed by Inman and Foshaug,             
          recite that these transfers were made upon application of the               
          petitioners and were unanimously approved by the trustees.                  

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