Robert D. Booth and Janice Booth, et al. - Page 45

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          VII. Systems                                                                
               A.  Overview                                                           
               The Johnsons are husband and wife, and they resided in Waco,           
          Texas, when they petitioned the Court.  Systems' principal place            
          of business was in Waco, Texas, when it petitioned the Court.               
          Since 1990, Systems' only employees have been the Johnsons and              
          Robert J. Carr.  Mr. Carr, a certified public accountant                    
          (C.P.A.), is Systems' controller.                                           
               Mr. Johnson initially owned 49 percent of Systems' common              
          stock, and Mrs. Johnson owned the rest.  On December 1, 1990,               
          Systems canceled the shares of stock initially issued to the                
          Johnsons and reissued 21 shares to Mr. Carr, 39 shares to                   
          Mr. Johnson, and 40 shares to Mrs. Johnson.  On February 2, 1991,           
          Mr. Johnson held 79 shares of Systems' stock through a                      
          partnership known as Chief Smokey, Ltd., and Mr. Carr owned the             
          remaining shares.                                                           
               Systems reported its operations for Federal income tax                 
          purposes on a fiscal year ending on September 30, and it used the           
          cash method on its relevant tax returns.  These returns included            
          the following information:                                                  
            Taxable year ended     09/30/90      09/30/91     09/30/9209/30/93            
            Total income        $51,643      $725,000      $606,132      $909,028     
            Compensation of officers           - 0 -303,200      102,200       143,000          
            Salaries & wages20,481         1,000        1,000         7,855            
            Pension, profit-sharing, plans       - 0 -- 0 -          - 0 -         - 0 -          
            Employee benefit programs- 0 -       301,150      300,000       700,000        
            Taxable income (loss)              (24,159)        35,132      145,3847,518                   
          Of the reported compensation, Mr. Johnson received zero,                    
          $150,000, $142,500, $120,000, and $130,000 during his respective            





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