Donald L. Walford - Page 3

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                                  FINDINGS OF FACT                                    
               Some of the facts have been stipulated and are so found.               
          The stipulation of facts, the supplemental stipulation of facts,            
          the stipulation of settled issues, and the attached exhibits are            
          incorporated herein by this reference.  Petitioner resided in               
          Boulder, Colorado, at the time he filed his petition.                       
               In 1980, petitioner invested in Sav-Fuel Associates (Sav-              
          Fuel), a Connecticut limited partnership.3  During the years in             
          issue, petitioner, as a limited partner, had a 2.152174-percent             
          interest in the profits and losses of Sav-Fuel.  The sole general           
          partner of Sav-Fuel was Winston Frost (Mr. Frost), who held a 1-            
          percent interest in the profits and losses of the partnership.  A           
          private placement memorandum (PPM) for Sav-Fuel was distributed             
          to potential investors.                                                     
               The stated purpose of Sav-Fuel was to acquire an energy                
          management system (EMS) to be installed in the manufacturing                
          plant of Gould, Inc. (Gould), located in El Monte, California.              
          The EMS was to include master controllers, control modules, heat            
          exchangers, fans, valve controls, an automated lighting control             
          system, and other devices and controls.  The stated function of             
          the EMS was to provide a technologically advanced yet simple and            




               3The evidence in the record indicates that Sav-Fuel was                
          formed on July 1, 1980.                                                     





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