changes in the computer sales and service business, sales revenues declined considerably during the latter part of 1998, and as a result, the business experienced financial stress. Overly testified that he kept the books and records of the corporation and that he was familiar with the corporation's finances. When ACSI could not pay its rent, Guthrie considered closing the business in early 1999 and discussed the matter with Overly who offered to lend ACSI $11,000 for the purposes of paying the rent for the months of December, 1998 and January and February of 1999. Overly testified that it was he who approached Guthrie, offering to make the loan and further admitted that Guthrie did not solicit the loan or make any representations to entice him to make thewhich identified him as a Vice President. A copy of such a business card was offered in evidence. (Defendant's Exhibit H). Overly and Guthrie together made business calls on behalf of ACSI. During those business meetings, Guthrie would introduce Overly as a Vice President. Both Guthrie and his wife, Liane Guthrie, a co-debtor and a co-defendant, testified that they considered Overly a Vice President of the corporation.
The only evidence that Overly offered in support of his contention that he was not, in fact, an officer of the corporation, were copies of ACSI's Annual Reports for the years 1997 and 1998. (Plaintiff's Exhibit H). ACSI was a Florida corporation and filed its Annual Reports with the Florida Secretary of State. The ACSI Annual Reports for 1997 and 1998 indicate