Raise Capital - SEC 504 (D) Private Placement Memo

Hello. Our FL C corporation has filed Reg D (504) with the SEC. We understand a great deal about this subject, our CPAs, and attorneys have guided us. But there is an area we are seeking to verify. Any one have experience with the 504 (D) and PPM? A question.

1) On stock granted as incentive to the many people in our company that have put no capital in, but contributed to our present position poised to go national with our franchsie company for years -- when looking at the $1,000,000 offering at $1 par per share in this private stock sale -- question is -- does the incentive stock issued to those sweat equity team members count against the $1,000,000 total? We have our PPM complted, just seeking to verify this relevant to total shares, if it impacts it. No attorneys we have spoken with seems to know.

Recapping the question: If we issue the stock to sweat equity team members (and listed them and the shares they will be issued), in granting them shares at $1.00 par, if we have 445,000 shares to be issued to acknowledge sweat equity, based on that, does that mean we would only have 555,000 shares out of 1,000,000 avaiilable to be issued to investors?