<table><tr><th>From:</th><th>Barry J. Cohen</th></tr><tr><td>Sent:</td><td>Wednesday, September 20, 2017 1:11 AM</td></tr><tr><td>To:</td><td>jeffrey E.</td></tr><tr><td>Subject:</td><td>Re: Phaidon</td></tr></table>

5-6 EY people have told us that they have experience with audits. &nbs=;l thought I gave you all the names before.

I will get you a list of everyone we talk to=at every firm who has audit experience!

Sent from my iPhone

On Sep 19, 2017, at 7:04 PM, jeffrey E. <jeevacation@gmail.com <mailto:jeevacation@g=ail.com> wrote:

do they have names ??????!!!!!

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- Additional surrounding lines provided: "do they have names ??????!!!!!" and "Phaidon may be $30MM."

Phaidon may be $30MM.

You are consumed with =udit experience! Some of our tax team (mostly EY) have it. Others less so.

Sent from my iPhone

On Sep 19, 2017, at 5:09 PM, jeffrey E. <jeevacation@gmail.com <mailto:jeevacation@g=ail.com» wrote:

I actually dont care whether or not he agrees . I would as= that you merely inquire as to how many 1040 fed audits 1040 l=rge case or 10 40 wealth squad audits hes actually managed or partcipated =n.

how much loss do you think you can generate this year with a phaidon transa=tion.?

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He is agreeing with you on gift tax returns. =an't leave everything blank.

From: jeffrey E. [mailto:jeevacation@gmail.com] Sent: Tuesday, Se tember 19 2017 4:25 PM To: Barry J. Cohe ailti Subject: Re: 000's

think about it, again, ask j=e how many 1040 audits he has done. . what size. h=w complex. when we file a grat, we cal=late the gift explicity at zero. . it =s the calculation of a gift minus the annuity. It is sim=le math. no more 2 minus ( 1&=43;1) does not equal NONE

<u>On</u> Tue, Sep 19, <u>2017</u> at 4:19 PM, Barry J. Cohen <=a href="mai

target="_blank"

Fair enough.

From: jeffrey E. [mailto:jeevacation@gmail.com]
Sent: Tuesday, September 19, 2017 4:19 PM
To: Barry J. Cohen <>
Subject: Re: 000's

dumb!!!!!!!, as i told you, =omputers dont read letters

href="mailto

On Tue, Sep 19, 2017 at 4:15 PM, Barry J. Cohen <=a target="_blank" PCohen@chello.com> wrote:

Sorry I misunderstood on the 0005. Gift tax r=turns have to report a number somewhere, so maybe statute doesn't start.=nbsp; But if you filed an income tax return for an entity with no income or expenses, Joe V assumes the statute would start. 1= any event, we don't file returns that way. As I said, we would sa= "None" where appropriate.

From: jeffrey E. [mailto:jeevacation@gmail.com]
Sent: Tuesday, September 19, 2017 4:09 PM
To: Barry J. Cohen <Bconen@eIysic.com <mailto:Bconen@eIysic.com>>
Subject: Re: 000's

i did not suggest you use the 000 method. = Im sorry but i dont have the time . do you =hink if you filed a gift tax return and left everything blank the st=tue would run?

On Tue, Sep 19, 2017 at 4:03 PM, Barry J. Cohen <=a href="mailto: " target="_blank">  <n<=a>> wrote:

John Cook at EY said they would not sign a return th=t uses the 000s method. They said that there are too many footing pr=blems. Numbers won't tie to K-ls, W-2s, 1099s, etc. Also, if=you only use it on part of the return, the various numbers on the return would not match internally. He also pointed ou= that this method effectively truncates numbers; though I'm not sure wha= rounding rules you use. E.g., 101,499 become 101? What happen= to the other $499?

Joe V likes the idea of putting in 0's instead of =lanks. He says he uses "none". He did not understand why t=is would affect the statute of limitations.

Barry J. Cohen =|
Elysium Management,=LLC |

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Unauthorized use, disclosure or copying of this communication or any part thereof is strictly prohibited and may be unlawful. If you have received this communication in error, please notify us immediately by return e-mail or by e-mail to jeevacation@gmail.com <mailto:jeevacation@gmail.com> , and destroy this communication and all copies thereof, including all attachments. copyright -all rights reserved