Sunbelt Clothing Company, Inc., f.k.a. Unprinted T-Shirt Warehouse, Inc. - Page 10

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          existing operations would need to be maintained; (3) adequate               
          reserves to accommodate planned sales expansion and product-line            
          expansion (forecasted to be substantial for the 5 years following           
          the August 31, 1986, meeting) would need to be maintained; (4)              
          reserves to facilitate the anticipated construction of a major              
          warehouse facility would need to be set aside; and (5) adequate             
          reserves to facilitate expansion of petitioner's operations                 
          overseas would need to be established.                                      
               The dividends paid by petitioner during the fiscal years at            
          issue were:                                                                 

          Shares         Dividends       Dividends                                    
          FYE        Outstanding        Paid          Per Share                       
          7/29/90         60            $48,000          $800                         
          7/28/91         60             48,000           800                         
          8/02/92         30             24,000           800                         

               Mr. Bennett, petitioner's president, and Mr. Sokol,                    
          petitioner's treasurer (and later vice president), were                     
          authorized to receive salaries for their day-to-day work as                 
          petitioner's employees.  Nevertheless, in order to maintain                 
          adequate cash flow at the beginning of petitioner's operations,             
          Mr. Bennett waived any salary payments through January 1, 1980.             
          As reflected in the minutes of petitioner's annual meeting of               
          directors on June 29, 1979, Mr. Bennett further agreed to accept            
          only $1,000 as monthly compensation after January 1, 1980, in               
          return for a resolution on behalf of petitioner to "more                    




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