Law Offices--Richard Ashare, P.C. - Page 10




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          9/30/82       -0-        17,500          3,699                              
          9/30/83       -0-        20,417          3,900                              
          9/30/84       -0-       100,000        107,881                              
          9/30/85       -0-       130,000        113,082                              
          9/30/86       -0-        96,250        105,444                              
          9/30/87       -0-       157,445        102,047                              
          12/31/87       -0-        23,333         20,068                             
          12/31/88       -0-       921,334         63,178                             
          12/31/89       -0-     2,151,666         88,901                             
          12/31/90  3,775,699    1,690,834         56,089                             
          12/31/91 (2,155,900)   2,000,000         97,106                             
          12/31/92   (173,808)   4,650,000        101,990                             
          12/31/93 (1,857,933)   1,750,000         27,678                             
          12/31/94      1            -0-               1                              
          12/31/95       1            -0-                1                            
              1 Undisclosed by the record.                                           
               Petitioner's board resolved on December 31, 1990, that                 
          petitioner would retain $2,487,547 of its 1990 profit for "the              
          reasonably anticipated needs of the business for the forthcoming            
          years";3 petitioner used another $1,282,998 to pay its 1990                 
          Federal income tax liability.  The board also resolved on that              
          date that petitioner would pay $1,690,834 in compensation to Mr.            
          Ashare during 1990 "in consideration of the efforts expended by             
          Richard Ashare on behalf of the Corporation for the calendar year           
          ending December 31, 1990".                                                  
               The board resolved on December 31, 1993, that petitioner               
          would pay $1,750,000 in compensation to Mr. Ashare "in                      
          consideration of the efforts expended by Richard Ashare on behalf           
          of the Corporation for both the calendar year ending December 31,           

               3 The record does not identify the "reasonably anticipated             
          needs" for which petitioner retained some of the 1990 earnings.             





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