Fatemeh Entezam - Page 2

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                                  FINDINGS OF FACT                                    
               Fatemeh Entezam (Ms. Entezam) and Majid Zahedi (Mr. Zahedi)            
          were married in 1985.  During the years in issue, Mr. Zahedi                
          owned and operated three International House of Pancakes                    
          restaurants.  To assist Mr. Zahedi with the operation of the                
          restaurants, Ms. Entezam took accounting classes at San Diego               
          State University and on December 30, 1991, graduated with a                 
          bachelor of science degree in business administration with an               
          emphasis in accounting.  In 1990, Ms. Entezam began helping with            
          the operation of and record keeping relating to the restaurants             
          (e.g., she recorded the restaurants’ daily sales receipts).  Ms.            
          Entezam’s father, uncle, and sister were also involved in the               
          management and operation of the restaurants.  Ms. Entezam had               
          access to the restaurants’ books and records and was authorized             
          to write checks on, and make withdrawals from, the business                 
          accounts.                                                                   
               On May 5, 1991, Ms. Entezam and Mr. Zahedi purchased an                
          $840,000 home.  In relation to this purchase, in 1990 and 1991              
          they signed mortgage loan applications indicating joint annual              
          incomes of $237,996 and $321,036, respectively.  On their 1990              
          joint Federal income tax return, however, Ms. Entezam and Mr.               
          Zahedi reported that they earned no salaries and had net losses             
          of $55,856; and on their 1991 joint tax return they reported that           








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