Joseph A. and Sari F. Deihl - Page 9

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          Illinois as a C.P.A. in about 1966 and maintained that license              
          for approximately 20 years.  He thereafter ceased to renew the              
          license because he had not fulfilled continuing education                   
          requirements.  Mr. Goltz similarly obtained a license to practice           
          law from the State of Illinois in 1967 or 1968, and he maintained           
          the license until he was disbarred in 1985 or 1986.                         
               After being introduced to Mr. Deihl, Mr. Goltz was engaged             
          by Mayor as an independent contractor to perform part-time                  
          accounting and consulting work.  During 1994 or 1995, Mr. Goltz             
          was hired as a full-time employee and provided with an office at            
          the corporate headquarters where he displayed the various                   
          professional degrees and certificates pertaining to his career as           
          a C.P.A. and attorney in Illinois.  By 1996, the first of the               
          years in issue, Mr. Goltz served as the accountant and CFO for              
          both Mayor and KareMor.  Mr. Goltz prepared the original income             
          tax returns for petitioners, Mayor, and KareMor for 1996 and                
          1997.                                                                       
               As the businesses grew throughout the years in issue,                  
          Mr. Goltz became overwhelmed with the volume of work.  An                   
          individual hired to assist him proved to be a poor fit for the              
          companies and failed to relieve the burden.  The business and tax           
          records were not computerized and were manually prepared.                   
          Mr. Goltz estimated substantially all of the expense items,                 
          including the inventory for both companies.  As he testified:               






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