Regulation S-B
Item 506

Dilution

a. 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.

b. 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:

1. The net tangible book value per share before and after the distribution;

2. 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

3. The amount of the immediate dilution from the public offering price which will be absorbed by such purchasers.