Thứ Năm, 25 tháng 1, 2018

Waching daily Jan 26 2018

Superman is iconic and after eighty-five years, you'd be hard pressed to find anyone on

the planet who doesn't at least have a vague idea of what the man of steel is all about.

Hey you fancy people, welcome to That Sci-Fi Show, I'm Jay, and today's video is a request

from friend, fan of the show, discord legend and all around fancy person: Rachel Dallas

Pillow Fort Worth.

Seen here being a cat.

A+ for both name and costume.

Rachel bought The Death of Superman, the graphic novel, as a christmas gift for her comic book

loving father (Hi Dad!) and I helped in a minor way by sending her a crash course in the life

and times of the man of steel.

So, let's put that research to good use.

We're going to discuss the origin of Superman, his evolution over the years, the death of

the big blue boyscout and next time we'll discuss the symbolism and philosophy behind

the character.

Spoiler alert, he's Jesus.

So we're going to jump right in but first, real quick, I want to thank the sponsor of today's

show TeeBlox.

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The year was 1938 and National Publications was downright desperate for features to publish

in it's new anthology series called Action Comics.

Two high school friends from Cleveland had also become pretty desperate.

They'd been pitching their idea for a comic strip called "Superman" to different publications

and everyone of them had turn it down.

Back in 1933, writer Jerry Siegel and illustrator Joe Shuster had published a short story called

The Reign of the Superman.

Side note, the dash in the title was only there because the name was printed across

two pages.

The name was spelled Superman (as one word).

So now, when that one guy who always says "well actually" tries to tell you it was

originally spelled with a dash, you can put him in his place.

Anyway, the story was published in January of 1933 in the 3rd issue of the duo's own

fan magazine called Science Fiction: The Advance Guard of Future Civilization.

The titular character was a telepathic villain who had more of Lex Luthor about him than

of Superman.

And so they reworked this story into a comic strip about a hero that could leap one eighth

of a mile, out run a speeding train and lift heavy stuff.

And that brings us full circle back to 1938 when an editor who had passed on the comic,

recommended it to National Publications.

This required the duo to cut and paste their comic strip into a thirteen page comic book

story.

It became the lead feature in Action Comics #1, changing both the comic industry and the

world forever.

Superman went on to sell millions of books every month and every publisher began scrambling

to put out their own superhero stories.

Siegel and Shuster, two teens trying to escape depression era poverty by breaking into the

comics industry, were now famous creators but they'd also developed resentment toward

the company that bought the rights to Superman from them for only $130.

Now to be fair, this comes to an estimated $2,257 when adjusted for inflation according

to the Bureau of Labor Statistics and it's CPI Inflation Calculator.

However, two grand is still a far cry from the millions that National Publications was

bringing in off the success of Superman.

In 1947, they sued National over the rights to Superman… and they lost.

The company responded by firing the duo and removing their "created by" credit.

Decades later in 1975, the pending release of Superman: The Movie starring Christopher

Reeve stirred up a controversy over the duo's treatment and in response they were given

a lifetime stipend, medical benefits and a credit going forward.

During the golden age of comics, Superman battled it out with gangsters and criminals,

unlike the supervillains and alien forces that would come in later years.

For much of this era, creators Siegel and Shuster were still on staff at National Publications

- which was already known as DC Comics as early as 1940.

However, other artists and writers were becoming increasingly involved in telling stories about

the man of steel.

In 1954, the Comics Code Authority was established to protect children from the evils of comic

books.

Superman changed with the times and within a couple of years, the Silver age of comics

was underway.

Comic book storylines became silly and campy and while the Golden Age had its fair share

of campy goodness, the Silver Age was different in that silly was all you got.

Superman's increase in powers and abilities had been going on throughout the golden age

but accelerated during this time.

At times, Superman's had telekinesis, telepathy, hypnotism and super ventriloquism.

Side note, the start and end date of most of these eras are debatable as these types

of changes happen gradually.

How many ages there are, what they're called and when they begin or end; it's always

been a debate.

One school of thought places the end of the Silver Age as happening around 1985 when the

DC Universe rebooted with a story arc called Crisis on Infinite Earths.

However, this school of thought leaves out the Bronze age entirely, which is often said

to have started in 1970, when Jack Kirby left Marvel to work for DC.

Likewise, the Modern Age is often said to have begun around 1986, a year after Crisis

and the same year DC Comics released Watchmen and Batman: The Dark Knight Returns, both

written by comic legend Alan Moore.

For our purposes, we're skipping ahead to 1992 with Superman Vol 2 #75 - The Death of

Superman.

By this time the newly rebooted versions of Clark Kent and Lois Lane had been dating and

the two love birds were engaged in Superman #50 in 1992.

The team that had been writing the story arc had planned a huge wedding and wanted the

couple to tie the knot around issue #75.

Unfortunately for our mild mannered reporter, Warner Bros (which owned DC Comics by his

time) had plans of their own.

They wanted to do a new TV series based on these two love birds and they worried that

having them already married in the comics would kill the "will they, won't they" vibe

in the show.

So what was the writer's room to do?

They needed a big event they could pull off in issue #75 to replace the wedding.

Now, I'm not sure how they came up with the idea to kill off Superman as a replacement

for his marriage but I like to imagine they were engaged in a game of @#$%, Marry, Kill

when one of them suddenly jumped up and yelled "I've got it"!

So now that we're all caught up to 1992's The Death of Superman, I'd like to tell

you guys the story.

Now, I'm no Benny and I don't intend to do this often… but I'll try to do the

material justice.

The story begins with Doomsday, a monster bound in green leather with bone protrusions

all over his body.

He punches through the wall of the prison he's contained in and jumps to freedom.

Travelling through the forest, knocking down the trees, he eventually finds civilization

and proceeds to wreck a bridge filled with cars.

Booster Gold and Maxima are the first responders from the Justice League and along with Guy

Gardner and Tora, they get to work saving civilians and putting out fires.

Bloodwing gathers a group into Blue Beetle's flying beetle and they head out looking for

whoever... or whatever caused all this devastation.

However the group gets too close too fast and Doomsday sees them first.

He throws a tree at the flying beetle and its destruction sends everyone flying.

By the time everyone is safe on the ground, Doomsday is long gone.

Our heroes give chase and they find Doomsday on a street destroying every car in his path.

Gardner jumps in but Doomsday catches him by the head and puts him down.

He never had a chance.

Fire uses the full force of her abilities on Doomsday but it doesn't even phase him.

Doomsday grabs Blue Beetle by throat and starts ramming his head into anything and everything

as Beetle begs someone to help him.

Booster Gold angrily storms into the fight but Doomsday punches him so hard it sends

him flying through the sky, where he's caught by Superman.

The Man of Steel has arrived.

Superman lands with Booster Gold just as Doomsday throws Torra through a house.

The man of steel steps up to Doomsday and takes the full power of his punch and doesn't

flinch but Doomsday kicks him and Superman goes flying through the house and into a tree.

As the Justice League regroups the remaining heroes attack with all their might at the

same time but it's no good.

This entire time, Doomsday has had a hand literally tied behind back from back at the

prison.

All they've done is free it for him.

Doomsday laughs.

He throws Superman and grabs Booster Gold by the throat.

As Doomsday throws Booster, Superman and Bloodwing attack from two fronts but it's no good.

Doomsday punches them both at once and jumps to freedom.

Superman won't give up though, he gives chase and flying at top speed he catches up to Doomsday

and they begin to battle it out.

The battle rages on and on and eventually the two end up making their way back to Metropolis.

Superman tries to fly Doomsday into space and away from the city but Doomsday knocks

the breath out of the man of steel and they land in the middle of a construction site.

Superman realizes this could be it and gives Lois Lane what could be their final kiss.

He tells her that he loves her and flies into battle to put Doomsday down for good.

Doomsday's bone protrusions are so sharp they cut the man of steel and he starts to bleed.

While the two continue to battle it out, Superman starts to break off the bones sticking out

of Doomsday's body.

After a long, hard fought battle, Superman lays on the ground bleeding.

In his last dying breath he whispers to Lois, "Doomsday, is he...".

"You stopped him" she replies "You saved us all".

Sadly, this was the time Superman didn't make back.

Superman has had many changes and revamps over the years.

Two poor teenagers in the depression era went looking for the American dream and in finding

it, they captured the imagination of fans, writers, artists and society as a whole.

The public has maintained that interest and enthusiasm for nearly nine decades.

From the golden age strong man, to the silly silver age hero and into the modern mainstream,

Superman really is an icon.

It's an idea that will outlast us all.

Thank you fancy nerds so much for watching, I know this was a long video and it breaks

a lot of new ground for this channel, but I really hope you enjoyed it.

If you did, please give this video a like and share it to Facebook and Twitter, it helps

the channel so much.

The names on screen are the channel's lovely patrons from Patreon who make my fancy pants

editing software possible.

Thank you, guys.

I'll see most of you in the patreon google hangout this weekend.

I'd also like to thank TeeBlox for sponsoring such a small channel.

Again the code is FANCYTEETHTBX and the website is teeblox.com.

Turn on notifications if you want to be notified when the next video comes out, in it we'll

be discussing the symbolism and philosophy of Superman.

Most importantly, thank every single one of you for watching.

I've been Jay Parks.

For more infomation >> The Life and Death of Superman - Duration: 13:47.

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My Drawing Setup - What do i have? - Duration: 5:21.

welcome back the channel going to show you guys what I have today I was asked

what my drawing supplies are and what I use so I'm gonna show you that so

there's my cutting board I use this a lot for my index card stock paper and

I've got a couple thousands of sheet to cut just line it up on there get the

measurement and then I have another cutting board underneath it then over

here I have my little heater keeps me warm and I'm drawing my hands get really

cold when I'm drawing and then I can't feel anything then my

hands go numb then I have pencil sharpener come over here some paintings

and drawings I have set up now this is just a board I have this attached to

this is metal piece and that runs up the wall on that there I'm able to raise and

lower this because I have my light on it so that with a bigger drawing I can raise it up

and get more light on the subject when I'm drawing and then I have over here my

drawing table a little storage areas for pens and everything and then this is a

clip-on lamp and I put on some of this like wax paper I have tape on there to

diffuse the light so it's not so strong and just one spot and I brought the

light at Walmart it was like 10 dollars and then this is the c922 - webcam i

bought that off of amazon for about $80 and then these are some drawings I'm

working on we'll come over here

screw I can adjust and move it and that wire runs up and along

plugs into my computer that I have this Neweer 700 microphone that's about

under 20 dollars on Amazon and those in the back there are some boards I have no idea really what im going to do with them

probably some art related stuff and over

here is my computer and Xbox and then my surround sound my headphones mp3 player

then batteries for my camera that i got in yesterday and

then I have up here my computer I built and there's my subwoofer speaker and

then my light um and I have there's my keyboard mouse and see ya that's my

setup um I don't use that table for drawing I

just use this one it's kind of a backup one if I ever need to use it in case no

that one breaks and this is just one I have I set stuff on the my tripod or I

that extra supplies and you just sit on there or you know my camera stuff I

usually sit on it and oh I have over there's some of my camera stuff as you

can see but um so yeah that's my drawing setup

and this is where I do all of my join and they also have another location that

I use for drawing that I use is just this the light from the window so I use

less electricity it's a better light than just using the ball because it's

more diffused this is free so I have over here is the other table that John

and as I move over big canvas I have my easel I do painting on I had a friend

that gave that to me a few months ago and it does it was okay me it's not like

really expensive one but it does the job it was good I had a little painting I

was doing on there on there but uh I was very dissatisfied by it so I I took it off I

have it in the closet right now but it was just a little acrylic painting I'm

more used to doing watercolor that I am with doing a critical will to have a

whole lot of experience with it but yeah that's my drawing setup and tell me what

you think thanks have a good day

For more infomation >> My Drawing Setup - What do i have? - Duration: 5:21.

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DIY How To Make Chocolate Cakes | Most Satisfying Cake Decorating Ideas | Amazing Cake Style 2018 - Duration: 11:19.

DIY How To Make Chocolate Cakes | Most Satisfying Cake Decorating Ideas | Amazing Cake Style 2018

For more infomation >> DIY How To Make Chocolate Cakes | Most Satisfying Cake Decorating Ideas | Amazing Cake Style 2018 - Duration: 11:19.

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How to become a model and a photographer - Duration: 1:45.

Hi My name is Zdenka Darula and welcome to my channel.

Who am I?

I am someone who feels very comfortable on both sides of camera.

I am a former model with 16 years of experience.

Some of the agencies which represented me in the past are Velocci, Elmer Olsen, and Next.

Some of my highlights of modeling career are fashion show for Nicole Miller, Swimsuit Edition

photographed in Thailand and front magazine cover of Playboy.

Last 12 years I spent on the other side of the camera as professional photographer focusing

my work on glamour, fashion, stock and weddings.

My images have been published internationally and I landed my first magazine cover the very

first month I worked as a photographer.

So how can I help you?

Like I said, I feel very comfortable on both sides of camera.

I can tell you exactly what steps you need to take to have your modeling dream come true…

or if you are on the other side of the camera, I'll help you to stand out between daily

growing competitive photography business.

I'll share my success and failure stories from my past and I put you on the right path.

So let's have fun and make your dream become a reality.

For more infomation >> How to become a model and a photographer - Duration: 1:45.

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Five Tips on How To Recognize An INTJ In Public - Duration: 6:42.

5 Tips on How To Recognize An INTJ In Public

As one of the rarest personality types in the world, INTJs also hold a unique status

that bring curiosity towards most people.

In addition to that, INTJs are an introvert which makes them even harder to describe,

given that they spend less time in public.

For starter, they are very private and often enjoy more quite environments with less human

interaction.

They are bound to themselves with an interesting tasks, which is always their passion.

They grin even for the smallest achievement, knowing that it is necessary to reach higher

goals.

Because of this characteristics, many individuals may be want to meet an INTJ face to face or

want to determine whether someone they already knew is one of them.

Well, it could be tough to identify an INTJ from an INFJ, or even ISTJ.

However, I will show you some of interesting signs that will help you to identify an INTJ

wherever you meet them.

1 - INTJ at Super Market or Shopping Center

Whenever they go to supermarket, typically they don't want to tarry or remain for a long

time.

They often come with a handfull list of items they want to buy, or they just come to buy

what they want and then go.

Well, you could detect this behaviour if they come to the store quite often and you recognize

them everytime they came.

This is due to the fact that they do not like to stay in crowded places any longer than

required, they grab and go, and also avoid engaging any conversation in any way.

That's most INTJs will more likely do than other personality types.

If a salesperson approaches them and ask them something to help them, they will likely be

a little annoyed and state whatever they should urge them to go away.

They avoid any unnecessary eye contact with any other people they encounter along the

way as much as possible, and they do what they need as fast as possible.

And above all things, they would prefer to buy anything online if it's possible.

2 - INTJ in The Workplace

More than anything, INTJs constantly try to tackle intellectually interesting work with

minimal outside interference, no more, no less.

Time-consuming management techniques like meetings, dragged out, or any other distraction

are just going to irritate INTJs.

All they require is to fulfill their objectives with the highest requirement of technological

excellence and to be bordered by, if anybody, people that share those values.

And, often they want to do it as fast as possible.

3 - Known as, Resting Bitch Face (also known as the "Death Stare").

Once you recognize Myers Briggs for quite some times, you will understand the words

"Death Stare" or "resting bitch face" for INTJ.

INTJs often get question like, "why so serious?" , or any similar words by concerned or intimidated

colleagues and relative.

So, if you often see someone you know with that kind of face, they are possibly an INTJ.

And most of the times, their look of displeasure is nothing like their "thinking face".

You may find them looking off in some direction when they are actually in a deep of mental

processing.

Sure, we don't know what they mean, but by the look of it, we can at least sure that

they are INTJs.

In some cases, if they are not aware that they are being watched, you may get them quietly

mouthing words as if they have a discussion with themselves.

At the same time, "Death Stare", "resting bitch face", or whatever they might be, each

of these expressions may show up angry or alarmed, but generally, there is no emotion

behind them.

Most likely they don't have any clue on how serious their expressions could be to the

others, they just do without any consideration, and because that's their true characteristic.

They often forget their surrounding while concentrating into their deep thoughts, just

like the typical architect do.

They may put their eyes into something, while they are not actually looking at it.

They are looking through, far more than simply what's in front of their eyes, people and

other things just occur to be in the line of their stare.

Even more, INTJs rarely reveal their anger when they're provoked, so probably they are

not mad at some points.

However, when you know them enough, you will recognize their emotional state right away.

4 - INTJs Prefer Quite Environtments More Than Anything.

INTJs are peaceful individual, they're okay with saying nothing where others would be

obliged to disrupt the tranquility with conversation.

INTJs have no worry keeping to themselves even while sharing a tiny room with someone

(let say, on an airplane or bus) as if there is nothing disturbing them.

They probably just show their death stare most of the time.

They enjoy their time while being alone and may not even bother to conceal themselves

in their cell phone or pretend to be busy on something.

They just stay quite and enjoy as it is.

And I already told you, that person who sit by themselves with a resting bitch face is

most likely an INTJ.

In that case, you don't need to worry because they're okay.

As when out in public, INTJs will likely try to blend in with people and stay under the

radar, they don't demand any attention towards them.

But on the contrary, they actually enjoy if their friends are being the center of attention,

due to the fact that they will have most of the time to observe and learn.

In many cases, The INTJs are well suited with ENFPs who could provide a social lubricating

substance that helps INTJs meet and get on with new people.

5 - INTJ Fashion Style.

INTJs will most likely favor simple and practical style.

They love something minimalists and also less likely to be found wearing elegant accessories

that will lead them to some attention.

Many of INTJs prefer wearing simple cloths like cargo pants and turtlenecks.

They prefer to dress in simple attire that looks organized and respectable.

They prefer jeans and dark shades and also black and white is probably their most recommended

shades.

Some may use light but chilly tones such as blue, and in most cases they could use variations

of the very same ensemble on a daily basis.

Their closet selections have the tendency to adhere to a constant motif and is indicated

to prevent drawing too much attention.

As Judgers, INTJs are more likely to clothe effectively and might also be rather fashionable

and edgy.

It's a toss-up for this type, however they do have the tendency to dress better compared

to their gauche NTP cousins.

All in all, that's The 5 Tips on How To Recognize An INTJ In Public.

Really cool information isn't it!

Please share your thoughts and experiences in the comments below!

Don't forget to subscribe to our channel and watch all our other amazing videos!

Thanks for watching!

For more infomation >> Five Tips on How To Recognize An INTJ In Public - Duration: 6:42.

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Dear you who forgot to smile - Duration: 15:43.

Food is maybe the only universal thing there really has the power to bring everyone together

No matter what culture

Everywhere around the world people get together to eat

It's just make me smile, when I recall the past three weeks

This is because everyone I met in London were wrapped in smiles.

What made them smiles was love delivered through hot meals.

Located in the heart of Bloomsbury in central London, this is SOAS, University of London.

Having finished the morning classes,

students were heading into the refectory one after another.

Whilst at the same time,

I have found a long queue in front of the university gate. Wondering what that queue is, I had been standing still.

After a little while, a man has shown up who was riding on a bicycle with a lot of luggage.

He has told me that he was a member of the charity organisation called "Food For All."

They are a registered charity based in London,

which distributes over 1,000 spiritually enriched nutritionally balanced vegetarian meals,

to different groups of people, including the homeless, disadvantaged, financially challenged and the needy on a daily basis.

Believe it or not, it is free!

It is open for all people to take part.

I have interviewed students queuing to get free food.

So sharing the smile over

What does it mean to share smiles through meals?

I have decided to give total coverage to "Free Food" activity

in order to uncover the process in which "smiles" are being made.

Having departed London, St Pancras International station at 4:30 am,

I have come to Radlett, on the outskirts of London.

We have now heading off to the Kitchen where free meals are cooked.

It would be hard to enough to cook all meals for a number of people from this early in the morning.

Also, it would enough trouble traveling from here to SOAS university

which is located in the central part of London.

Wondering those kind of things,

I was in a taxi headed towards the kitchen.

With roots in India the food for all project is based on a belief in equality of all beings.

It was conceived of ,and began by the International Society for Krishna Consciousness in 1974

and is thus commonly known as Hare Krishna Food For Life.

He is a leader of Food For All UK,

and told me about the aim of establishment of the organisation.

Recently been discovered that there are 3 million children and go to school hungry

So even though, this is a very rich country and

But there is still a hunger problem even in the UK

So so the whole idea is for instance

Rather than throwing away good food we take all that good food, and we cook a nice meal and

Give it back to the community

consumer society

the supermarkets they don't want to run out of anything so they over start and

Then there's also a lot of ways

The ingredients are donated by local supermarkets, short dated products.

This come out of the ground yesterday

It's organic potatoes

We're cooking today now

Potato now and then we put something down the yellow is tumeric

Tumeric is a very good spice

prevents people can get cancer

Let's only look water so we roast the rice a little bit

Water put hot water in and then then you close this and it comes out really nicely

We are making cream for strawberry shortcakes

I'm putting strawberries that I've cut before.

He's cooking large amounts of rice

This is a traditional Indian potato dish.

He's streaming paprika.

The food has been done,

and we are now going back to London to serve the meals to people.

It will take about an hour to get to the first serving point.

On the ride to the place,

he talked about the problems which not only the UK but also the whole world is facing.

Because of recession the council they

They cooked

money for

most of the homeless challenges

So it's very literal if somebody is homeless. It was very little place for them to go and if somebody is

If you're a girl single girl or with children you've got a good chance, but if you're a single male

There's almost no chance

finding accomodation.

So there's

with thousands and thousands of people in London

Sometimes sleep on the street with something to sleep on

But what what they call?

couchsurfing, but you know like a couch, or you sit down, so they sleep on their friend's couch a

Lot so many students also living in sports

Pretty poor accommodation

I know

The UK there's three million

Children go to go to school hungry every day

So there's so many hungry people this budget

although

Indians considered like a wealthy place

But actually nowadays

There's a lot of poverty

When you walk on the streets you can see

yes yes in the last couple years

And you can see it on the street we go to Kings Cross now. There's so many

Few meters a little homeless guys

a very serious problem

government Don't know what to do

usually they just put it usually just bring more policemen they move the problem somewhere else

Or they don't actually talking the problem

Even people who come to this country trying to get work

They're not entitled to any benefits

So unless we feed them

after steel

Is either because ignored there? No they cannot get money from the government?

so

Like refugees so if we don't feed them they commite crime

Government street counts and estimates give a snapshot of the national situation.

The latest figures showed that

4,134 people slept rough across England on given night in 2016

A16 percent increase compared to the previous year, and more than doubled amount in 2010

Many charity workers called on the government to take action,

including building more homes and halting planned welfare cuts

The number families affected by homelessness

is expected to rise by more than double in the next two decades

with over 200,000 more householdss

affected by 2014, a report has warned.

Whilst these numbers are shocking,

it seems that the government do not think that they represent a problem that is too big to solve.

We have arrived at the serving point.

He is Robert who taught me how to serve meals to people.

At long last, we are now start supplying free food to people.

tell me here for about 18 years

Because I live up the road and it's very convenient.

I don't eat breakfast

I don't know why I never have the appetite so when I come here

I can have my first meal and then I can take my pills my medicine got high blood pressure

It's nice to see them all the time

This is a founding spirit of Food For All

Hot meals have power to make someone stand up again

As I spend a day with him in a van, we have become close together.

And, he has told me about his past.

He was once a homeless.

They help me

As I sit on the street, and if it wasn't for the Hale Krishna myself, I mean you know tapes and the food

During the day, so I hope thanks for the afternoon so factories all the coffee I can have a cake

Fruit I can eat in the afternoon, so just a food to keep you going through the day really yeah

I mean if it wasn't for the hell if you like I mean our known grant fences Garcia, but

You know you do appreciate it in a sense because you know when you haven't got anything. You know this is you know

It's like a lifesaver really because if you haven't got this free. I mean you can really suffer

I mean are no places to go

but this is really a hot food most places do that sandwich even you got be grateful for a

cup of coffee or a toaster sandwich

But this is more filling so when you have a whole meal ideas this will last the whole day really

If you clean in my pocket. Oh, don't get a cup of coffee or cup of tea somewhere when I take it

Hey, those think a lot of the cakes

That's why I fight a little the other way because I see a lot of cakes

But now I just saw us serve it because they're like to see people feel happy

It is a good enjoyment is what you do it gives you a good feeling because I was home mister you understand a lot of

People in their heads how they can react to you the biggest swear, which you know there could be anything tomorrow being gone remember

It's a job. That's a week. I remember switch off

So to the customer in mr.. Savage or whatever

most and they're very happy to tender

There were people who come to the end of the day

in freezing cold in one corner of stately King's Cross station

They looked exhausted, and they couldn't see even a spark of hope

This was what I saw on the date of the arrival in London

But hot meals brought smiles to their faces

Everyone who comes to get free food, all had smiley faces

"At least a hot meal will prevent that person getting into a crime"

Then the words had resonated in my heart

Hot meals have such warmness that gently wraps homeless people in.

The leader of Food For All told us that he wants to give love to them through hot meals.

Hot meals may encourage them to stand up again.

Then, I have realized that I can't even remember the last time. I had a meal with a smile

We, living in a society of mass consumption, are forgetting important things without knowing it;

They are things such as compassion and kind hearts

Hot meals have strong power to fill people's inner emptiness

with love

Meals can be an emotional healing for some, and a ray of hope for others that makes them rise up.

In a foreign country far away from Japan,

I could gain that critical realisation thanks to Free Food, people who I met there and their smiles.

On the date of arrival in Japan,

I was greeted by simmered meat and potatoes which my mother cooked for me.

A lot of smiles were on my face when I was having it.

For more infomation >> Dear you who forgot to smile - Duration: 15:43.

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M&A Deal Structures | A Business Lawyer's Opinion - Duration: 6:47.

Hi everyone, hope you're having a great week.

Today we're gonna talk about structuring M&A deals.

How to structure the sale of your business or the purchase of a business.

There are 3 primary ways to do it - we'll get into that in a second.

In my experience, it's something that is not covered or addressed well enough up front.

By the time I get involved, and we're putting together the documents, the structure's already

been put together without a whole lot of thought about the consequences.

Not always, but often.

So, you need to know all about it up front - we'll get into that.

First, a little bit about me.

I'm Brett Cenkus, I'm a business attorney.

I do that from my law firm, Cenkus Law, based in Austin.

I have an office based in Houston, and I have clients all over.

I'm also a startup consultant and business consultant.

I do that out of my brand, The Startup Shepherd.

The links to the websites are in the descriptions.

I've done M&A at a very high level - billion dollar deals.

In this life I do half a million to about 20 million dollar deals.

That's kind of the size of the market in which I play.

And, that's considered the main street part of the market, the lower-middle market.

Those are kind of terms of art, but just so you understand what's going on, these are

smaller deals and this content is aimed at someone buying or selling in that space.

So, deal structures - there's 3 primary ways to structure the sale of a business.

One is to sell the stock or equity interests.

Two is to sell the assets.

Third is a merger.

We're not gonna spend a whole lot of time on mergers even though that's half of the

term M&A or mergers and acquisitions.

Not a lot of the deals at this part of the market are done as mergers.

Mergers are driven by kinda high level tax issues often, and that kind of deal just doesn't

show up down here.

So, stock sales and asset sales are primarily what I see.

So, a stock sale, the seller actually takes their equity interest and sells it to the

buyer.

They don't touch the company.

Kinda like if you have a share of Microsoft, you could sell it to me, we didn't touch Microsoft.

Now someone else, I, own that tiny little piece of the company that you used to own.

An asset sale, you actually itemize all the assets of the business and you transfer those

to the buyer.

So those are two main ways deals get done in this part of the market.

Generally speaking, sellers want to sell stock, and buyers want to buy assets.

Two main reasons.

One is tax, one is liability.

On the tax side, sellers want to sell stock or equity interest because they can get favorable

capital gains treatment.

Sometimes they can get capital gains treatment depending on the assets, but stock is clearly

gonna be a capital gains item.

And, if they held the stock for longer than a year, they get long-term capital gains treatment.

And, if it's qualified small business stock, a special type of corporate stock, they potentially

can have no tax.

So, there's usually a reason sellers want to be selling stock.

Buyers, on the other hand, want to purchase assets, they want to buy the individual assets.

The main reason is because, if they buy the stock and step into the seller's shoes they

take over the assets at the book value that are on the books of the company at the time

of the sale.

Now, if the assets have been held for a long time and have been heavily depreciated, there

may not be a whole lot of depreciation left.

Depreciation is write-offs against income.

So, you want as much depreciation as you can get.

A buyer who purchases assets gets to mark the value of those assets up to their fair

market value and depreciate the assets again.

So, generally interests are not totally aligned.

Sellers want to sell stock, and buyers want to buy assets.

That's tax - the other reason is liability.

So, when the seller sells the stock, the whole company - all of it - goes over to the buyer,

including the liabilities.

There are ways to carve out certain liabilities or the seller could indemnify the buyer for

things that are particularly sensitive items, but, generally speaking, the buyer is taking

the whole thing - the good and the bad.

If the buyer purchases assets, they could cherry pick the assets and leave behind the

liabilities.

There are exceptions, like there always are in law.

It's called successor liability and sometimes buyers can be responsible for liabilities

even though they didn't want them.

But, generally speaking, if you're concerned about liabilities, purchasing assets is a

safer play.

So, couple other things to think about.

That's generally, if you're selling that's what you want, if you're buying that's what

you want.

In my experience, a lot of the business brokers market assets.

It's kind of an easier thing to market.

Some of them are concerned about licensing issues because they are not investment bankers,

they don't have broker dealer licenses to market securities.

They're more comfortable just marketing the sale of a business as the sale of assets.

So, sometimes that doesn't get covered over up front too much because brokers are used

to just kind of doing things a certain way.

Another thing to consider on both sides - interests are aligned, here - is that getting a deal

done as a stock sale is a little easier.

Assets, when you start looking at the individual assets, every contract - is it assignable,

can we transfer that to the buyer?

If the buyer steps into the shoes of the seller and just takes over the stock or equity interest,

nothing changed at the company level.

We didn't transfer a contract.

We just transferred the owner of the business.

And, so there's anti-assignment clauses is what they're called in a lot of commercial

contracts that say you can't assign this contract without the counterparty's consent, without

their approval.

And an asset sale is an assignment or transfer that would trigger that.

So, sometimes there's concerns around being able to tranfer individual assets that make

it more compelling to structure deals as stock sales.

Those are the main things to consider.

There's always a lot of other nuances and reasons and thoughts, but that hopefully gives

you something to go on.

So, buying a company or selling your company, spend time up front.

Figure out what are the consequences.

As a seller, get with your CPA early on.

Does it matter if I sell stock or I sell assets?

As a buyer, you won't really know much until you start to see the books of the seller,

but you know enough now to at least ask the question, and tackle the issue before the

documents come out and the deal's already put together.

So, hope you enjoyed that.

If you want to dive a little bit deeper I've got an article on my website that goes into

more detail about it.

If you want to talk about this or have any other questions about M&A or business generally,

visit me at cenkuslaw.com.

Hope you enjoyed that.

If you have a question, leave it in the comments.

If you're involved in M&A and agree with me or disagree with me, if you see a lot of mergers

at this part of the market, I would love to hear about your experience.

Different things happen differently in different parts of the country, so drop a comment in.

Hope you enjoyed the content.

Have a great week.

For more infomation >> M&A Deal Structures | A Business Lawyer's Opinion - Duration: 6:47.

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6 Facts You Should Know About Osteoporosis - Australia 365 - Duration: 8:01.

6 Facts You Should Know About Osteoporosis

Osteoporosis is a disease of the bone system that can be caused by bone decalcification, vitamin D deficiency, or genetic factors. It occurs when bony parts undergo wear to their internal microstructure, reducing their density and support capacity.

Read this article to learn more about osteoporosis.

When osteoporosis occurs, the risk of fractures increases, and inflammatory reactions and severe pains are generated.

Although osteoporosis is a common condition in the elderly, some may suffer from it prematurely due to injuries or habits that deteriorate the bones.

The most troubling fact is that many still dont know how serious it can be, and due to the absence of symptoms, they are unaware of their condition.

For this reason its essential to know how osteoporosis develops.

 If you have any of the risk factors, you should consult your doctor.

Risk factors.

Weakening of the bones usually occurs because of low calcium and vitamin D absorption, especially upon reaching old age.

Deficiency of these nutrients reduces bone density and can cause fractures and irreversible damage in the face of injuries or illnesses.

This situation can occur because of genetic factors, although it is also associated with the hormonal changes that are suffered in adulthood.

Excessive consumption of tobacco and alcohol also influence the development of osteoporosis.

The decrease in estrogen levels during and after menopause is another related cause.

You are more likely to develop this disease if you suffer from anorexia or bulimia.

Symptoms.

Unfortunately, this disease is what is known as a silent enemy– it does not manifest itself with obvious symptoms until it becomes a more serious problem.

Oftentimes, detection occurs when a person has a fracture before she knows that she is suffering from the disease.

This injury can occur without any significant trauma or injuries taking place.

It is possible to suspect the presence of osteoporosis when a person loses to 2-3 inches or more in height.

Some people develop what is known as Widows Hump, a condition characterized by hunched posture.

Detection.

To detect the disease, a medical study called BMD, which consists of measuring bone mineral density, should be performed.

It is a low-radiation x-ray that does not take much time to carry out, nor does it cause pain.

Perusal of the spine and hip may indicate a fracture.

Common x-rays of other bones are usually not as accurate to know if this condition exists.

Prevention.

While there are many factors that can lead to their development, the continuous practice of healthy habits is decisive to minimize the risks.

Thus, it is essential to ensure optimal absorption of calcium and vitamin D by including foods that contain these vitamins in your diet.

The National Osteoporosis Foundation (NOF) recommends the intake of 1000 mg of calcium per day for adults, and 1200 mg per day for women over 50 years old and men over 70 years old.

You should limit your consumption of sodium and saturated fats, as they hinder calcium absorption.

Its important to increase the absorption of magnesium, as it also helps to conserve bone density.

Daily exercise is very beneficial, since it serves to strengthen bones and improve coordination and balance.

Medication to stop or reverse the problem.

Currently, there are drugs to fight bone density loss, which helps avoid serious problems such as fractures.

Among these are bisphosphonates, which prevent bone wasting by inactivating cells known as osteoclasts, which absorb bone tissue.

Calcium and vitamin D supplements are also recommended, especially when food absorption is difficult.

Estrogen treatments help prevent and combat the disease in the case of menopausal women. .

Side effects of treatment.

Although drugs for treating this disease may be effective, its important to know that, in most cases, continued use of them may cause side effects.

Among the side effects are:.

Joint and muscular pain Esophageal damage Heartburn Arrhythmias and heart palpitations.

On the other hand, we should mention that although they can treat osteoporosis effectively, the drugs mentioned above have a deadline to take effect.

 This means that after about 3 years, it is necessary to analyze how much these medicines have helped, and what negative effects they may have had.

In certain cases, its necessary to halt consumption of medication for a time since continued use is dangerous.

The best way to cope with osteoporosis is prevention and knwoledge about osteoporosis.

For this reason, if you have any risk factors, get a bone densitometry done periodically.

For more infomation >> 6 Facts You Should Know About Osteoporosis - Australia 365 - Duration: 8:01.

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Meena Rashi Bhavishya (February 2018) Monthly Kannada Astrology - Duration: 1:59.

>>My Dear Kannadigas

>>Bhavishya Darpan 4U YouTube Channel

>>Monthly Horoscope

>>Pisces

For more infomation >> Meena Rashi Bhavishya (February 2018) Monthly Kannada Astrology - Duration: 1:59.

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How do you want to feel | Day 8 - Planning A Pretty Creative 2018 - Duration: 6:04.

For more infomation >> How do you want to feel | Day 8 - Planning A Pretty Creative 2018 - Duration: 6:04.

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EMPTY AND COLD- Latest 2018 Nigerian Nollywood Ghallywood Full Movie #1 - Duration: 1:36:25.

For more infomation >> EMPTY AND COLD- Latest 2018 Nigerian Nollywood Ghallywood Full Movie #1 - Duration: 1:36:25.

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Flu Emergency: How Do You Tell A Cold From The Flu? | NBC Nightly News - Duration: 1:44.

For more infomation >> Flu Emergency: How Do You Tell A Cold From The Flu? | NBC Nightly News - Duration: 1:44.

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PWWT 003 - Questions To Ask Your Celebrant - Duration: 8:18.

For more infomation >> PWWT 003 - Questions To Ask Your Celebrant - Duration: 8:18.

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KARD KLIP #14 - Duration: 2:40.

For more infomation >> KARD KLIP #14 - Duration: 2:40.

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5 Aloe Vera Remedies that Will Help You Clean Your Colon - Australia 365 - Duration: 9:26.

5 Aloe Vera Remedies that Will Help You Clean Your Colon

Regular cleaning of the colon is a habit that has become popular.

First of all, it helps to optimize the functions of this organ.

In addition, it helps to eliminate unwanted substances that tend to accumulate in the body.

Although this organs only function is to get rid of waste from the body, sometimes it has difficulties working properly.

For this reason, its good to give it a boost by adding ingredients to your diet that stimulate purification and that reduce inflammation.

Today, well look at some of them.

Aloe vera and honey.

By combining the laxative properties of aloe vera with the anti-inflammatory and prebiotic actions of honey, you can have an ideal remedy for cleaning your colon.

This optimizes the intestinal motility and counteracts the negative effects of constipation and inflammation.

Ingredients.

3 tablespoons of aloe vera (45 g) 1 tablespoon of honey (25 g) 1/2 cup of water (100 ml).

Preparation.

Put all of the ingredients in the blender and beat until they are well mixed.

How to take it.

Drink the remedy on an empty stomach for 7 days.

Aloe vera and orange juice.

This aloe vera remedy provides the body with extra dietetic fiber.

 Its a nutrient that is key to naturally cleansing the colon.

It has antioxidant substances and essential minerals.

When combined, they promote the elimination of the toxins that cause dehydration.

Ingredients.

2 tablespoons of aloe vera (30 g) 1 cup of orange juice (200 ml).

Preparation.

Add the aloe vera gel to the blender and mix in the orange juice.

How to take it.

Drink it on an empty stomach for 8-10 days straight.

Aloe vera and mango.

The natural laxative in aloe vera mixed with mango pulp makes a smooth remedy.

It helps to eliminate waste in the colon without altering the microbial floras pH.

In addition, it contains a large amount of fiber and antioxidant substances that help with the digestive process and intestinal movement.

Ingredients.

2 tablespoons of aloe vera gel (30 g) 1 ripe mango 1 cup of water (200 ml) 1 teaspoon of ginger (5 g) (optional).

Preparation.

First, extract the ripe mangos pulp and mix it in the blender with the aloe vera gel and the cup of water.

Then, if you would like, you can also add the teaspoon of ginger.

How to take it.

Drink the liquid on an empty stomach for 15 days straight.

Compliment it with 6 glasses of water a day.

Aloe vera, pineapple, and cucumber.

Mixing aloe vera with pineapple and cucumber makes a detoxifying and anti-inflammatory drink.

Its ideal for cleaning your colon and protecting your digestive health.

In addition to its laxative action, it has enzymes and antioxidants that help to calm difficult digestions and constipation.

Ingredients.

3 slices of pineapple 1/2 cucumber 3 tablespoons of aloe vera (45 g) 1 cup of water (200 ml).

Preparation.

First, cut the pineapple and the cucumber into pieces.

Then, mix them in the blender with the aloe vera gel and water.

How to take it.

Drink it unstrained, preferably on an empty stomach.

Drink it for 7 days straight as part of your colon cleansing plan.

Aloe vera, papaya and orange.

In this recipe, we add to the properties of the aloe vera gel by adding the dietetic fibers that are found in papaya and orange juice.

These ingredients control the symptoms of constipation and help to break down the toxins that affect your health.

Ingredients.

3 tablespoons of aloe vera (45 g) 2 slices of papaya 1/2 cups of orange juice (100 ml) 1/2 cup of water (100 ml).

Preparation.

Mix all of the ingredients in the blender until you have a smooth liquid without any lumps.

How to take it.

Drink it on an empty stomach for 10 days straight.

Do you suffer from slow digestion? Does your stomach feel heavy and inflamed? Its time to clean your colon! Choose any of these aloe vera recipes and boost the detoxification of this organ, in a natural and safe way.

For more infomation >> 5 Aloe Vera Remedies that Will Help You Clean Your Colon - Australia 365 - Duration: 9:26.

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Hannity: The New York Times is trying to distract you - Duration: 0:54.

3% gdp.

And another fact that proves

president trump is nothing to

hide, the white house is now

voluntarily handed over 20,000

pages to Robert Mueller and his

band of merry Democrat donors --

like Andrew Weisman and the rest

of them.

Mueller has collected a

whopping -- get this, 1.4

million pages of documents from

the trump campaign and their

investigation.

That's not something you are

going to hear from the

mainstream media.

That's called transparency.

Tonight they're trying to change

the story.

At this hour "The New York

Times" is trying to distract

you.

They have a story trump wanted

Mueller fired last June and our

sources -- and I've checked with

many of them, they're not

confirming that tonight.

The president's attorney

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