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that the capital units were issued in exchange for Mr. Johnston’s
and Ms. Ghavami’s contribution of certain property to petitioner,
including Mr. Johnston’s “knowledge, talent, ability and labor”.
Mr. Johnston and Ms. Ghavami also served as petitioner’s
“Secretary” and “General Manager”; their duties included signing
checks on petitioner’s bank account.
The record contains a copy of another document, dated
October 1, 1991, which also appears to be an indenture for
petitioner. Mr. Chisum claims that this document (the revised
indenture) is an amended or restated indenture for petitioner.
The revised indenture and the original indenture appear to be
identical in most respects, except that the revised indenture
provides that petitioner shall be “domiciled in and * * *
interpreted and construed under” the laws of the State of
Delaware rather than Nevada.
Facts Relating Primarily to Petitioner’s Motion To Dismiss
In December 1994, respondent received a document purporting
to be a Form 1041, U.S. Fiduciary Income Tax Return, for
petitioner for 1993. This Form 1041 was signed by Mr. Chisum as
“fiduciary or officer representing fiduciary”. The Form 1041 did
not identify petitioner’s trustee or trustees. It also did not
supply a taxpayer identification number for petitioner’s
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