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petitioners late in 1989 when they borrowed money from United
Bank to finance their police dog business.
On January 24, 1990, the SBA mailed a loan agreement to
United Bank. It stated that the SBA had approved a loan guaranty
for the $500,000 loan made to "Rosewood Kennels, Inc., d/b/a/
Southern Police Dog Academy". The loan agreement included forms
for petitioners to sign. The signature line was as follows:
Rosewood Kennels, Inc.,
d/b/a Southern Police Dog Academy
Williamson, Georgia
By:
Judy H. Moye Date
President
Petitioner signed and Mr. Moye attested the document.
E. Incorporation of Rosewood Kennels, Inc.
Near the end of 1989, petitioners met with Oddo at the
future construction site of the police dog training business.
They generally discussed incorporating the business. Oddo
believed that petitioners would delay incorporating for several
months because of the construction.
Petitioners wanted to operate the police dog training
business as the Southern Police Dog Academy, a division of
Rosewood Kennels, Inc. Petitioners asked Bischoff to organize a
corporation for them in 1989 named "Rosewood Kennels, Inc."
Petitioners told him that they wanted to preserve the name and
that the corporation would begin to do business later. Bischoff
applied for and on December 21, 1989, the secretary of state of
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