Dak, Inc. - Page 14

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          C.P.A. with William and Ribbs (W&R), a C.P.A. firm in Long Beach,           
          California.  She was an independent contractor with W&R.  She had           
          her own clients and shared clients with the firm.  She                      
          specialized in restaurant clients because she had owned a number            
          of national franchises such as El Pollo Loco, Sizzler and, at the           
          time of trial, IHOP.                                                        
               She became involved with DAK, Inc. in March 1995, when Dr.             
          Shlens, the owner of the premises on which Moonshadows operated,            
          retained her services to analyze the sales revenues.  Ms. Groom             
          was aware that, in 1991, Dr. Shlens entered into a lease with               
          Marvin Kelson who was then the principal of DAK, Inc., to operate           
          the restaurant for a period of 15 years.  The lease provided that           
          petitioner would pay a minimum rent of $120,000 per year.  The              
          lease also required the payment of a percentage rent of 7-1/2               
          percent of annual gross sales in excess of the minimum annual               
          rental amount of $120,000.                                                  
               Ms. Groom started her audit in April or May of 1995.  The              
          audit was mainly conducted on the premises of the restaurant.               
          Before beginning her audit, Ms. Groom visited the restaurant as a           
          patron on a number of occasions to observe the restaurant’s                 
          operations.  When she first began her audit, Ms. Groom met with             
          Marvin Kelson, the restaurant’s accountant and bookkeeper who               
          formerly owned the restaurant.  Mr. Kelson explained to Ms. Groom           
          how the restaurant recorded its daily sales.                                

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