If you are in need of our expertise or simply have inquiries as to the services we provide, please do not hesitate to contact us. We are available to you via phone or e-mail. JACOB STUART & KNIGHT INC. can provide financial services to companies that include bulk sales of restricted 144 stocks both here in the U.S. as well as in Europe. JACOB STUART & KNIGHT INC. can restructure the capitalization planning of distressed companies and work toward a results-oriented goal based on our client's unique business circumstances.

Our experienced independent consulting professionals can assist your firm with the following:

• Financial restructuring and assistance to troubled companies.

• Financial assistance to NASDAQ, AMEX, and NYSE companies to develop lines of credit
• Provide documentation necessary to form private and public companies as well as restructuring of current debt at interest rates below market
• Facilitate private placement offerings.
• Investor Relations.
• Financial Public Relations

Raising capital through a direct public offering (debt or equity) is a great way for a company to finance the launch of a new business or product line or take the company "public". Our firm can provide a mechanism for your Company to raise equity (or debt) capital by selling its shares of common stock (or notes) directly to the public in the state your company would like to publicly offer its securities into. We can also provide your Company all of the necessary corporate support before and after successful completion of the offering. The benefit of this type of public offering is that it allows your Company to approach prospective investors (including customers) through newspaper advertisement, direct mail, radio, or seminars.

What Exemptions, Offerings and Choices Are Available to You?

Regulation A Offerings:
Regulation A is an exempt offering for public securities not exceeding $5 million in any 12 month period. The company must file an offering statement consisting of a notification, offering circular (Prospectus) and numerous exhibits with the SEC for review.
These securities can be freely traded in the secondary market. Advantages of a Regulation A offering as opposed to a full registration include:

1) Simpler financial statements.
2) Generally no Exchange Act reporting obligations after the offering is made.

Regulation D Offerings:
Rule 504:
This rule is considered by many to be the perfect answer for the small company that needs to raise up to $1 million but can't afford the time or expense to go through the entire SEC registration process.
Under the Rule 504 exemption, a company can offer up to $1 million of securities in a 12 month period. Important characteristics are:

• Securities (both debt and equity) can be sold to an unlimited number of persons.
• General solicitation or advertising can be used to market these securities.
• These securities are freely traded and not "restricted." This means investors may sell their securities on the open market without registration or other sales limitations that are on privately placed securities. Because of the free tradability of stock and the fact that the minimum share price can be under $5, JACOB STUART & KNIGHT INC. recommends use of the Regulation D Rule 504 offerings when appropriate.
• Audited financials are not required.

Rule 504 (MAIE) Model Accredited Investor Exemption
JACOB STUART & KNIGHT INC. features the MAIE model accredited investor exemptions. Each offering may be capitalized at up to $1 million. The definition of an Accredited Investor is

• A natural person with a net worth of at least $1 million.
• A natural person with income exceeding $200,000 in each of the two most recent years or joint income with a spouse exceeding $300,000 for those years and a reasonable expectation of the same income level in the current year.
• A bank, insurance company, registered investment company, business; development company, or small business investment company.
• An employee benefit plan, within the Employee Retirement Income Security Act, if a bank, insurance company, or registered investment adviser makes the investment decisions, or if the plan has total assets in excess of $5 million
• A natural & charitable organization, corporation or partnership with assets exceeding $5 million.
• A business in which all the owners are accredited US investors.
• A US based & accredited trust with assets of at least $5 million, not formed to acquire the securities offered, and whose purchases are being directed by a qualified professional.
• SCOR:
• Small Corporate Offering Registration falls under the 504-D exemption. The Form U-7 utilizes a format that standardizes the prospectus and reduces paperwork required in most offerings.
• Under the SCOR program: companies can raise up to $1 million in a 12-month period, securities must be registered in the state(s) where they are to be sold, can be sold to an unlimited number of investors, and are freely traded (not restricted). The minimum share price must be above $5.

Rule 505:
Rule 505 provides an exemption for Institutions on offers and sales of securities totaling up to $5 million in any 12-month period, selling to an unlimited number of "accredited US investors" up to 35 other persons. The issued securities are "restricted" and may not be sold for at least a year without registering the transaction.

Rule 506:
Under this exemption, you can raise an unlimited amount of capital, cannot use general solicitation or advertising to market the securities, can sell securities to an unlimited number of accredited investors and up to 35 other "sophisticated" purchasers, financial statements must be certified, and purchasers receive "non-restricted" securities. Consequently, purchasers may not freely trade the securities in the secondary market immediately after the offering.

What's So Special About Exempt Direct Public Offerings (DPO's) Under Regulation A, Regulation D Rule 504?
As a matter of speed and practical economics, we recommend, wherever appropriate, Regulation A and Regulation D Rule 504 for DPOs:
Regulation A is used to raise from $1-$5 million (with free trading stock). Unlike Rules 505 and 506 which have "restricted" stock, Regulation D Rule 504 has "free trading" stock, and unlike SCOR offerings, the 504 per share price can be under $5. These unique characteristics have much greater appeal to prospective investors, making the 504 DPO the offering of choice in raising up to $1 million in a 12-month period.

Note: Any information you provide to investors must be free from false or misleading statements. Similarly, you should not exclude any information if the omission you do provide investors be it false or misleading information is detrimental in the final sale.