Patrick C. Badell and Lillian A. Badell - Page 7




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          Date of bill        Amount billed          Work performed                   
          12/31/94            $49,000.00          First house billing                 
          12/31/95            4,668.00            Second year bill                    
          1/22/97             4,222.86            1996 annual work                    
          3/9/99              1,640.63            Roof & gutter repairs               
          3/17/99                  288.75         Replace damaged slate;              
                                                  clean gutters                       
               Kelso performed roofing work on B&W’s office building, for             
          which it billed B&W $1,572.18 in 1997 and $765.27 in 1999.  Kelso           
          had billed B&W $53,668 as of December 31, 1995, and $62,157.69 as           
          of March 17, 1999, for the work performed on the Badell residence           
          and the B&W roof from 1994 to 1999.                                         
          E.   Preparation of B&W’s Tax Returns for 1995 and 1996                     
               B&W used a computer program to prepare its Forms 1120S, U.S.           
          Income Tax Return for an S Corporation, for fiscal years 1995 and           
          1996.  Wilson gathered the information for the return and                   
          reviewed the return when it was completed.  Badell signed B&W’s             
          returns as B&W’s president.                                                 
          F.   Audit of B&W’s Returns                                                 
               A revenue agent began examining B&W’s returns in July 1996.            
          The revenue agent also examined the returns of B&W’s                        
          shareholders, Badell and Wilson, and met with them separately in            
          July 1996.                                                                  
               The revenue agent met with Mr. Kelso and Blume on October              
          21, 1996, to discuss the roofing job on the Badell residence.               
          Mr. Kelso and Blume told the revenue agent that B&W intended to             
          “work off” the cost of the roofing job.                                     





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