Funny Stuff is all around

Archive for November 21st, 2008

Now that you have made the decision to use a Private Offering Memorandum, what goes in it? The main concern of State and Federal securities laws are the protection of the investor. In this context, there is one cardinal rule – tell the truth, the whole truth and nothing but the truth. This means do not misrepresent material facts, and do not omit material facts where the inclusion of such facts would lead the investor to a different conclusion.

Aside from being truthful and factual, your PPM should provide a prospective investor with all the information necessary to make an intelligent investment decision. It is common sense – put yourself in the investor’s shoes and think about what information you would like to have. The summary below discusses some of the main items that should be covered in your PPM.

And, while the required disclosure will vary depending on various factors, such as size of the offering and whether there are non-accredited investors, I recommend erring on the side of caution. You may run afoul of securities laws by not having the right disclosure, but there is no harm if you “over-disclose”.

Following includes some of the sections that should be part of your private placement memorandum:

• Notices to Investors: This section includes federal and state disclosure legends, providing certain notices to prospective investors informing them that the securities described in the private placement memorandum are not registered. Additionally, some states have specific disclosure language they will require over and above the federal disclosures.

• Summary of Terms: The Summary of Terms provides a summary of the “deal”; i.e. purpose of the transaction, who the issuer is, what type of security is being issued, specific terms of the security being issued (dividends or interest; current pay or accrued; warrants; collateral), affirmative and negative covenants, conditions precedent, etc.

• Risk Factors: This section sets forth the risks specific to the issuer and risk of investing in the type of securities being issued. Some examples include reliance on customer concentration, cyclicality, inability to achieve projections, changes in regulations, etc.

• Conflicts of Interest: The conflict of interest section identifies and describes potential conflicts of interest of the issuer, and its principals or affiliates. As an example, one of the principles may be a significant customer of the issuer.

• Description of the Issuer, its Business and the Business Plan: Describes the business of the issuer including its products, strategy, customers, sales and marketing, operations, industry and competitive analysis, and discussion of management.

• Transaction Description: The transaction section describes the transaction, including a schematic of the deal, sources and uses table and capitalization.

• Financial Information: This section includes presentation of historical financial performance as well as discussion and analysis of the results. The financial information section will also include management forecasts and relevant assumptions behind the forecast.

• Misc Sections – These sections will typically comprise of tax matters, and a description of the capital stock of the issuer.

• Subscription Section: This section provides the prospective investor with the instructions on how to participate in the offering.

• Appendices: The appendices will vary from deal to deal, and should consist of supplemental information and documents that may be material to an investor’s investment decision. Items that may be part of the appendices include the letter of intent, audited financial statements, shareholder’s agreement, etc.

While all of this seems complicated, you can make it easy on yourself by using a private placement memorandum template. Using a private placement memorandum template will ensure that you end up with a professional-looking offering memorandum, while easily saving $15,000.

If you are looking for a good reverse phone number lookup service to join, I would recommend searching for reviews and seeing what others have to say first. There are in fact several very good, reputable services out there that will let you lookup millions of different phone numbers for a pretty low cost. Most of the phone lookup services out there use clickbank (a major affiliate network), which means you can get a refund no-questions-asked if it doesn’t live up to your expectations.

A phone number find essentially just involves entering a phone number into an online form, and then getting information on the owner of that phone number. What kind of things can you expect to find about the owner of a phone number you enter? Well, typically you’ll be able to find out their name, address, occupation, gender, marital status and more. This is really very useful. If you find out the name of who owns a phone number you enter, then you can do a simple Google search on them to find out more. All of this is 100% legal, and you can do the search anonymously if you wish. And of course, there are several reasons why you might want to lookup someone’s phone number (prank callers and strange missed call number being just a couple).

When it comes to doing a reverse number search, you may be wondering if you have to pay for it, or if there are any good free services out there. So far, I have never found a free site that lets you lookup cell, landline and VOIP numbers like paid services do. Free services only ever seem to let you lookup landline numbers, like your normal phone book would. Paid services, however, let you lookup and find results for pretty much any number you enter. The reason for this is simple. Compiling a database of millions of phone numbers is very expensive, costing tens of thousands of dollars. It wouldn’t be easy to make something like this and just give it all away for free. However, the good news is that paid services, even though they are extremely expensive to develop, are very affordable to join. Sites like Reverse Phone Detective (the main one) and Phone Number 411 only cost about $25 to do an unlimited number of searches, which is a pretty good deal if you ask me. You may find yourself looking up all kinds of different phone numbers over the space of several months.

Horse shows add a level of complexity and stress to riding and what is usually a joy for young children. Horse shows are an athletic event and your horse is the athlete.

Horse shows are not necessarily always best for all children due to the excitement and stress levels involved. But mostly they are a very good experience for very young riders, so make sure they are ready and don’t be too anxious for them to start. Let them decide themselves when they are ready to compete, and they will then do the best.

Teach your child that success for you and your horse starts at home with practice, lessons, and setting personal goals for the year.

Horse shows are simply events to show off what you and your horse know how to do well.

Always practice at home exactly what you will be doing at the show, you should never enter the show ring and be surprised by anything. Most importantly though, your horse should never be surprised by any of your aids.

Christmas time is a time of traditions and customs. Why not take a minute and play some Christmas trivia and learn how other countries celebrate the holidays. Or maybe learn the history behind some of the things that you have been doing for years. Why do people kiss under the mistletoe? Which countries eat turkey for dinner? Who delivers gifts in Russia?

There are sites with great Christmas trivia questions not just for children but for adults as well. You might even find a Christmas tradition from another country that you could introduce to your family this year to make the holiday even more special.

Caring for a dog and sharing time together can be very rewarding, but before you rush out to buy that cute looking puppy with the oversized eyes that is looking longingly back into your eyes, what guidelines should you be aware of?

Assuming that you are capable of enduring the initial toilet training and the basics of dog behaviour, what are the main factors of sharing a happy life together with your new found best friend? Well, here are a few suggestions!

First, training. You must train the dog, either yourself, under the supervision of a dog trainer or pass the dog to a dog trainer for a sympathetic training style. This might sound cruel at first, but you at least need to have your pet trained in the basics. For example, if it’s a large dog then you might not want it jumping up onto your furniture and likewise you probably don’t want it to jump it and greet nervous visitors with a lick across the face, whilst his paws are resting on their shoulders.

Other essential basics include recall. When you are out walking your dog in open space, he must be able to respond to a basic command to return to you. This might be when he has seen another dog to play with, an animal to chase or because he has just stepped onto the road as a car is approaching. Recall can save you having to hunt for your lost dog, it might even save its life.

Second is feeding. Many dogs do actually become over fed through too much nourishment and too little exercise. Take the situation in hand at the start and provide a suitable amount of quality food. Limit treats to just occasional treats, especially as chocolates and high fat food can ultimately kill your dog.

Along side feeding, plenty of exercise is also needed to keep them fit and healthy. This is where many people struggle with their busy life styles and cannot find the required time each day to allow their dogs to exercise freely. Walks on the lead at night do at least give them the basic exercise, but dog also need time off their leads in open spaces where they are free to roam and play with other dogs. In winter, this might seem impossible due to your working hours, but many services have sprung up to assist here, such as the London Dog Walker. Here they will collect your pet from your house, take it for a walk in a local park and a play with some of its friends and then return it home to you.

London dog walking isn’t unique, it happens in many cities and can be a great relief for the owner to know the pet is being cared for, whilst great for the pet as it allowed out of the house for a play. Well worth considering!

Feed your dog well, be the boss and train it and make sure it is well exercised. It’s the start to a health relationship with man’s best friend and you!

Read about how to house train dog on this blog.

VOIP networks must perform all of the same tasks that the PSTN does, in addition to performing a gateway function to the existing public network. There are three major pieces to a VOIP network.

-media gateways/signalling controllers
-media gateways
-voice over IP networks

Media gateways have optional features, such as voice (analog and/or digital) compression, echo cancellation, silence suppression, and statistics gathering.

Typically, each conversation (call) is a single IP session transported by a Real-time Transport Protocol (RTP) that runs over UDP.Their features and services can include some or all of the following.
-Trunking gateways that interface between the telephone network and a IP network.
-Business media gateways that provide a traditional digital PBX interface or an integrated soft PBX interface to a IP network.
-Access media gateways that provide a traditional analog or digital PBX interface to a IP network. Examples include small-scale (enterprise) IP gateways.
-Business media gateways that provide a traditional digital PBX interface or an integrated soft PBX interface to a IP network.
-Discreet IP telephones units.
-Network access servers that can attach a modem to a telephone circuit and provide data access to the Internet.

-Trunking gateways that interface between the telephone network and a IP network.
-Business media gateways that provide a traditional digital PBX interface or an integrated soft PBX interface to a IP network.
-Access media gateways that provide a traditional analog or digital PBX interface to a IP network. Examples include small-scale (enterprise) IP gateways.
-Business media gateways that provide a traditional digital PBX interface or an integrated soft PBX interface to a IP network.
-Discreet IP telephones units.
-Network access servers that can attach a modem to a telephone circuit and provide data access to the Internet.
Media Gateway Controllers
The media gateway controller has the responsibility for some or all of the call signaling coordination, phone number translations, host lookup, resource management, and signaling gateway services to the PSTN (SS7 gateway). Media gateway controllers house the signaling and control services that coordinate the media gateway functions. Media gateway controllers could be considered similar to that of H.323 gatekeepers.The amount of functionality is based on the particular IP enabling products used.

You could use a signaling gateway controller to directly connect to the SS7 network, while also interfacing to voice over IP networks elements. For calls that originate and terminate within the domain of the IP network, only a media gateway controller might be needed to complete calls. In a scalable IP network, you can breakup the role of a controller into signaling gateway controller and media gateway controller.

Knowing the details of how the devices use their suite of protocols is important to designing the IP backbone that is to service the IP elements. The services of these devices are defined by the protocols and software they are running. There are several protocols and implementations that any number of vendors could deploy.

Depending on the IP protocols used, this system as a whole is sometimes referred to as a softswitch architecture.

Jim Francisto
voip service providers

After a small piece of griping I came out with a few months ago about the wrong use of Charity on some Charity Christmas Cards I read a “Which” report today that took a go at the companies that are using the phrase charity as a marketing gimmick rather than a statement of intent. Dame Hilary Blume who is the director of the Charities advisory trust said that unless at least 10% of a cards retail price is given to Charity, it shouldn’t be allowed the title of “Charity”. Personnaly I think the amount should be closer to 25% but Im not in a position where i need to be as guarded about my observations.

A company in the best position to be charitable, “Harrod’s” was at the bottom of Which’s study providing the smallest quantity from their cards to charity. Of the products they were selling gave back as little as 3.9% to charity and the highest % per pack was 10% which from my point of view I think isnt Charity at all. This poor decision in marketing led to them being awarded the Annual Scrooge award by the charities advisory trust who looked at different stores during the final week of October and the start of November.

46% of the products sold gave less than 5% to charity with a huge 82% of Harrods Charity Christmas Cards packs giving less than 10%. The Georgy Porgy award for Greed went to Cards Galore with the majority of the packs giving less than 10% and some giving as little as 4.7%. Charity exploiters beware we are onto you! And you might well be getting one of these scathing rewards if you don’t change your ways. Bah Humbugs!

Not to be completely negative there is a bit of light on the horizon with some great charities grouping together to provide you with quality Charity Christmas cards that return 79% of their money from every sale to the charities that really do need them. As with anything like this, vote with your feet and have a look on the packs to see the amount you are giving to charity and if its not very much buy somewhere else (if they don’t let
you know on the pack its probably because they would rather you didn’t know.

Holiday scams occur more frequently than most people know about. Besides criminal, it is distressing when con artists take advantage of sympathetic people and the holiday season.

Because internet scams are carried out so often, the Attorney General of Texas has put out a summary with tips and pointers for local consumers. The Attorney General’s note concerns gifts card scams and website security for online ordering. Plus, it calls attention to the prevalent scam where scammers tell you that you have won a contest then ask for private information so you can collect.

Scammers are always searching for compassionate people and especially those in the giving spirit. So to get the most out of the holiday season, stay alert and remember think back about this advice that can prevent you from becoming a victim of consumer scam.

• Look for a secure website when ordering gifts online
• Use a local known lender for holiday loans
• Ask questions before making a donation

Quite a few of the tips may seem plain and simple, but they are important reminders for those that tend to feel inordinately generous during the holidays. And that is precisely the reason the Attorney General put out this notice— to many consumers become unguarded towards internet scams while in the holiday spirit.

Every December 25th, Christmas is celebrated. The date coincides with Roman solar festivals, and it incorporates elements of pagan, neo-pagan, and Christian traditions. The holiday is celebrated by those who are and are not religious. There are many different terms to signify Christmas. Amongst all the various terms, the Nativity is one of the most common. In Matthew, Luke, and other gospels, the nativity story is referenced. Some would argue that Christmas Day is not even as popular is Christmas Eve. Santa Claus was created as a marketing ploy by the American media.

The best part about this wonderful holiday for children is that they receive an abundance of top christmas toys. Parents are known to spoil their kids at Christmas time. Due to the nature of fads, the popular toys one year can really vary from the year before.

You’d be hard-pressed to find someone who doesn’t think that the hot christmas toys will absolutely put a smile on kids’ faces. There’s no doubt that, of those toys, a large amount have been stirring interest for quite some time. TV channels bear the brunt of the marketing for such products.

Most Christmas toys are placed underneath the tree. There are typically stockings placed on the wall as well. Often, candy is also put in the stockings.

There are also charities that collect best christmas toys for preschoolers for the underprivileged. Many applaud the efforts of these charities. There’s few things worse than not receiving top christmas toys. Charities like Angel Tree, Operation Christmas Child, Make a Wish Foundation, Toys for Tots, and My Two Front Teeth collect money and toys for children. Many of these places have won various awards.

Each year it seems different, but in recent years there have been some trends in the kinds of top christmas toys kids crave. There are amazing new robotic animals and stuffed dolls that act just like real living things. For example Elmo Live is a toy that will fool many kids into thinking he really came out of their TV sets. Everyone is amazed by Fur Real Friends. The Fur Real Friends products are a combination of robot, toy and pet. Kids will never want to play with their old stuffed animals ever again. How incredibly lifelike these toys are! Adults like playing with them as well.

There is no limit to the top christmas toys that a parent can purchase for their children. Who knows what next year will bring?

One of the most in-demand figure during kid’s birthday parties is the clown. He can entertain everyone regardless of age and it seems that he has more things and tricks up in his sleeve more than you can think of. For sure, while watching someone being a clown, you get to thinking that where in the world did he learned all those tricks and those funny stories and one-liners? Do you think it would be easy for anyone including yourself to learn how to be a clown? If you have your own kid and his birthday is coming up fast, instead of hiring a clown, why not try to become a clown yourself? Your kid can be more proud if he finds out that his dad is the clown in his own birthday party and in doing so, you can do some antics unconditionally and that could also mean two things, you can create stronger bond with your kid and you might even earn money from it. Wait till your neighbors will start to request you to be their wacky guest for their own kid’s birthday party for a fee.