Form U-7 - Small Company Offering Registration (Scor) Form Page 17
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38The difference between the amount a purchaser pays for a share and the amount of net
tangible book value that share represents is the dilution to the purchaser.
39.
In a table, compare the existing stockholders’ percentage ownership in the Company and the
consideration paid for that ownership with that of purchasers in this offering.
Average
Shares Purchased
Total Consideration
Price
Number
Percent
Amount
Percent
Per Share
Existing holders
New Purchasers:
Minimum offering
Maximum offering
40.
Using the offering price of these securities, what value is the Company’s management
attributing to the entire Company before the offering?
$
NOTE: You should consider carefully whether the Company has this value at the
present time.
Some issues you should think about include: (1) the risks to which the
Company is subject before it achieves success (see Item 1, Risk Factors); (2) the exercise
prices of outstanding options (see Item 101); and (3) the prices that the Company’s Officers,
Directors, and principal stockholders paid for their shares (see Items 104 and 105).
MANAGEMENT'S DISCUSSION AND ANALYSIS OF CERTAIN
RELEVANT FACTORS
41.
Is the Company having or does the Company anticipate having within the next 12 months
any cash flow or liquidity problems?
[ ] Yes
[ ] No
If yes, explain.
42.
(a)
Is the Company in default of the terms of any note, loan, lease, or other indebtedness
or financing arrangement requiring the Company to make payments?
[ ] Yes
[ ] No
42.
(b)
If yes, explain. Identify the creditor, state the amount in default or the term that the
Company has not complied with, and describe any consequences to the Company resulting from
each default.
Small Company Offering Registration (SCOR) Form
Page - 17
Revised: September 28, 1999
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