Regulation S-K
Item 506

Dilution

Where common equity securities are being registered and there is substantial disparity between the public offering price and the effective cash cost to officers, directors, promoters and affiliated persons of common equity acquired by them in transactions during the past five years, or which they have the right to acquire, and the registrant is not subject to the reporting requirements of section 13(a) or 15(d) of the Exchange Act immediately prior to filing of the registration statement, there shall be included a comparison of the public contribution under the proposed public offering and the effective cash contribution of such persons. In such cases, and in other instances where common equity securities are being registered by a registrant that has had losses in each of its last three fiscal years and there is a material dilution of the purchasers' equity interest, the following shall be disclosed:

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

b. 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

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