Thursday, April 27, 2006

Chapter One - Continued Blog Date 042706

Iowa City 18April05 0800

Calhoun turned away from the computer, rose and stepped over to the filing cabinet that sat in the corner of the office, to the left of his desk. He smiled at the low-tech top lock on the cabinet, and the key that he had left in the slot yesterday. Most of the hard copy documents in the cabinet's files were available under the Freedom of Information Act or, if not, could probably be found on the internet by an enterprising spook doing a Google search. He opened the top drawer and pulled the file marked, "Indigo Research Corporation", known as Indigo by the public (and a very interested NSTF).

In addition to copies of the 1999 Delaware incorporation documents, including by-laws, initial Board resolution and list of incorporators, the file also had 8x10 glossy photos of Anthony Carmondii and Adeki Singh. Calhoun liked to know the faces of the individuals who were part of his cases. It gave a certain physical substance to an otherwise inanimate processing of data. He already had taken a disliking to Carmondii. His dark black hair was combed straight back in a classic Mafioso style. Dark eyes. Mediterranean skin. A facial expression that suggested he had already measured his exit from the room.

Indigo had obtained a number of large Federal and state government research grants immediatly upon incorporation, suggesting that the company's founders were especially well-connected to the military-industrial complex that has been notoriously known to benefit preferred providers. The time leading up to the year 2000 had meant big profits to tech firms who were in the business of insuring stability for the world's information systems when the clock literally struck the twenty-first century. Indigo had used a series of off-shore arrangements with Indian and Pakistanian engineering companies to leverage their primary US contracts to huge monetary advantage. Calhoun again laughed to himself. He was not aware of a single incident of computer malfunction in connection with the passage into the year 2000. "A sucker's born everyday." And with Uncle Sam writing those checks, guess who pays.

Neither Carmondii or Singh were owners of Indigo. Carmondii had been brought in from a Palo Alto software company to be the CEO. Singh came with Carmondii as a special assistant since Carmondii's technical expertise with computers did not extend beyond the "on" switch. With the contracts from Washington DC and the states of New York and California already in hand, Indigo was a start-up rocket ship. Many other contracts came in with short durations and big mark-ups. For 15 months, there was no end to "up" and the owners reaped nearly 2 billion in net revenue. The company was not "public", that is, the shares of the company's stock were not traded on an exchange. The profits ended up in a maze of off shore trusts that had been intricately arranged beforehand. The IRS was left shooting blanks at smoke. The law suits were still buried in Tax Court. The prognosis for the government was not good.

Carmondii and Singh had returned to California and picked up a struggling tech company that had been a victim of the March 2000 tech bubble burst. In perhaps one of the only questionable decisions that Calhoun could attribute to Carmondii's business history, Carmondii had the stock of the nearly bankrupt company acquired by one of his previously existing California entities, Cyberware, Inc. There must have been an element of greed that Carmondii could not control at the time of the deal. Normally, this type of corporate acquisition would be structured as an asset purchase to avoid the possible dirty laundry that might exist in the history of the acquired company. Calhoun theorized that the significant tax loss carry-forwards that were on the company's books were just too large of a tax planning opportunity for Carmondii to ignore. By buying the stock, Cyberware Inc. could use those tax losses against its own income. Purchasing the stock was ultimately worth several million in tax savings for Cyberware.

But Carmondii had been too cute for his own good. He had forgotten that the same attorneys who had come up with the creative tax dodge on the acquistion had also been the estate planning wizards who had placed ownership of his various assets into a number of trusts, parnerships and limited liability companies to save taxes down the road.

After all the paperwork on the acquisition was dry, and filed with the Secretary of State in Sacramento, a second year law clerk informed the lead partner that their primary file on Cyberware was incomplete. The file had not contained the most current stock Certificate of Transfer that showed that the beneficial owner of Generation Skip Trust A, which owned 50% of the stock, was Melanie McDermott.


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