X.                             Dilution

The purchasers of the Partnership Units offered by this Memorandum will experience an immediate and substantial dilution of their investments.  There are 6,000,000 authorized units of the Partnership. The net tangible book value per unit of the Partnership’s ownership was approximately $0.001 at 4-30-2022.  Net tangible book value per unit of ownership is equal to the Partnership’s total tangible assets less its total liabilities, divided by the total number of outstanding units of ownership.  Upon completion of this Offering, the net tangible book value for the Units, which are now outstanding, will be increased with corresponding dilution for the Units sold to investors.

The following reflects the dilution to be incurred by the investors.  “Dilution” is determined by subtracting the net tangible book value per Partnership Unit after the Offering from the Offering price.  If the expected maximum number of Units offered hereby is sold, of which there can be no assurance, there will be 4,880,000 Units of ownership outstanding with net tangible book value of approximately $0.25 per Unit.  This represents an immediate increase in net tangible book value from $0.001 to $0.25 per Unit to existing members and an immediate dilution of from $1.00 to $0.25 per Unit to purchasers of Units in this Offering.