Integrated Disclosure System
for Small Business Issuers
Regulation S-B
Item 506 -- Dilution
If the small business issuer is not a reporting
company and is selling common equity at a price significantly more than
the price paid by officers, directors, promoters and affiliated persons
for common equity purchased by them during the past five years (or which
they have rights to purchase) compare these prices.
If paragraph (a) of this Item applies and the issuer had
losses in each of its last three fiscal years, or since its inception, whichever
period is shorter, and there is a material dilution of the purchasers' equity
interest, disclose the following:
The net tangible book value per share before and after the distribution;
The amount of the increase in such net tangible book value per
share attributable to the cash payments made by purchasers of the shares
being offered; and
The amount of the immediate dilution from the public offering
price which will be absorbed by such purchasers.
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