text:
Securities Act of 1933
|CanAccord Capital Corporation
Incoming letter dated December 13, 2002
Based on the facts presented, the Division will not recommend enforcement action to the Commission if, in reliance on your opinion of counsel that the Canadian Immigrant Investor Program and the notes issued thereunder are not securities within the meaning of the Securities Act of 1933 or the Securities Exchange Act or 1934, CanAccord administers the Immigrant Investor Program as described in the incoming letter without registration under either statute.
This position is based on the representations made to the Division in your letter. Any different facts or conditions might require the Division to reach different conclusions.
Kristina Schillinger Wyatt
Special Counsel
625 MADISON AVENUE 12th FLOOR NEW YORK, N.Y 10022
December 13, 2001
Office of Chief Counsel
Division of Corporation Finance
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
|Kristina Schillinger
Michael Hyatte
Re: Canaccord Capital Corporation
Ladies and Gentlemen:
On behalf of our client, Canaccord Capital Corporation, a Canadian corporation (the "Company"), this letter revises and updates our earlier letters to the Division of Corporation Finance (the "Division") dated June 15, 2000 (the "June 15 Letter"), October 17, 2000, March 8, 2001, April 3, 2001, and August 6, 2001, in which we asked that the Division concur with our view expressed below or, in the alternative, advise us that the Division will not recommend any enforcement action to the Securities and Exchange Commission (the "Commission") in connection with the Company's activities as described below.
The Company has asked whether the Term Note (as defined below) and accompanying guarantee issued under the Quebec Immigrant Investor Program for Assistance to Business ("Program"), as initially described in the June 15 Letter and as modified below, to be marketed by the Company in the United States, is a "security" the offer and sale of which would require registration of the Program with the Commission under the Securities Act (the "Securities Act"), and registration of the Company with the Commission under the Securities Exchange Act (the "Exchange Act") as a broker-dealer for selling the Program. In response to the comments and inquiries expressed by the Division in response to the June 15 Letter and subsequent letters, we can report the following.
I. Facts
Québec law specifically provides for an investment program for prospective immigrants seeking to secure permanent residence in Canada. In short, under the Program a qualified prospective immigrant invests CDN$400,000 for a 5-year term with IQIII (a Quebec government agency as defined below), which in turn invests that amount in an interest-bearing instrument. A legally eligible borrowing corporation in the Province of Quebec (as defined under the Program) then receives a commercial loan from IQIII equivalent to fifty (50%) percent of the interest generated by the interest-bearing instrument. Under no circumstances will the immigrant investor receive interest on the CDN$400,000 investment, and at the end of the 5-year term each immigrant investor receives a return only of his or her capital without any appreciation or profit and, upon successful completion of the Program's immigration requirements, permanent resident status in Quebec.
As the Program was originally established in 1986, the immigrant investor invested the CDN $400,000 directly into the legally eligible borrowing corporation. The legally eligible borrowing corporation would then issue a promissory note to the immigrant investor. The note would be secured by a financial instrument issued by a Canadian chartered bank or other large corporation that would be held during the term of the promissory note by an independent trust of which the immigrant investor was the beneficiary. If the borrowing corporation was unable to pay back the full amount to the immigrant investor at the end of the term (due to, for example, bankruptcy or insolvency), the proceeds of the instrument would be used to repay the immigrant investor.
On June 8, 2000 the Program was modified. Immigrant investors are now provided with a 5-year term note ("Term Note") without interest issued by IQ Immigrants Investisseurs Inc. ("IQIII"), a subsidiary of Investissement-Québec, as security (i.e., collateral) for their investment. Investissement-Québec is a Québec government agency devoted to promoting investment in Québec. Under the terms of the revised Program, Investissement-Québec has been delegated the governmental authority to oversee all financial (i.e., non-immigration) aspects of the Program. Investissement-Québec has undertaken this responsibility through a new subsidiary, IQIII.
Pursuant to the Regulation respecting the selection of foreign nationals, the Quebec legislation authorizing the Program ("Regulation"), the Company has entered into a standard form of agreement with IQIII ("Agreement") to serve as a financial intermediary under the Program. The Company is not regulated in Canada as a broker-dealer as a direct or indirect result of its activities relating to the Program (although the Company is subject to regulation in Canada as a broker-dealer for its other securities activities that are separate, distinct and unrelated to the Program). Rather, the Company's activities in the context of the Program are regulated by IQIII and the Quebec Ministry of Immigration. Moreover, neither the Program nor the Term Notes issued thereunder are subject to regulation by the Quebec Securities Administration.
The Program and Term Note expressly provide that no interest shall be paid to an immigrant investor on the CDN$400,000 investment. The Term Note, while issued by IQIII, is fully and unconditionally guaranteed by the Québec government. The Term Note accompanied by the government guarantee is issued as security to immigrant investors in lieu of the financial instrument previously issued by a Canadian chartered bank.
Although the Term Note is negotiable, the Term Note shall not be negotiated, assigned or transferred other than as collateral to an approved bank to secure a loan under the financing option available under the Program. Specifically, Section 3.4.1 of the amended Agreement prohibits the Company in its capacity as an intermediary (also referred to as a "Mandatary") under the Program from negotiating, assigning or transferring the Term Note for any purpose other than to collateralize the financing option (as described more fully in Section II. E) available to immigrant investors through the Mandatary or other approved financial institution. Thus, the Term Note may be transferred only to secure a financed loan in the limited context of the Program and for no other reason. Indeed, Section 3.4.1 of that Agreement prohibits any further negotiation, transfer or assignment of the Term Note. As a result, no secondary market for the Term Notes can be created.
Under the Regulation, brokers and trust companies have been selected to market the Program on behalf of the Quebec government. There is no legislative history addressing the rationale supporting the selection of brokers and trust companies to market the Program. To increase the Program's chances for success, the Quebec government selected those financial institutions that are actively involved with the expansion of business investment in Quebec. Thus, although securities "dealers" may act as financial intermediaries, non-dealer trust companies may also act as intermediaries under the Program. (Although the English version of the Regulation uses the word "broker" but defines the word "dealer," this is due to faulty translation rather than deliberate legislative intent. In Quebec, French is the official version of legislation, and the French version prevails in the case of a discrepancy between the English and French versions. Thus, you will note that the French version of Sections 1 and 34.1 of the Regulation both use the word "courtier" whereas the English version uses the word "dealer" in Section 1 and "broker" in Section 34.1).
As a financial intermediary under the Program, the Company receives a commission for each immigrant investor. This commission is payable to the Company by IQIII upon the disbursement of the immigrant investment to the Québec corporation and is in no way variable depending on financial performance.
The Company has a US affiliate, called Canaccord Capital (USA) Inc. (formerly named Noram Investment Services Inc.), 1201 Elm Street, Suite 3500, Dallas, Texas, 75270. Said affiliate has no participation in the Program, but rather provides US trading capacity to the Company's clients.
The immigrant investor must reside in Canada. Under the Program, the immigrant investor becomes a permanent resident of Canada able to travel freely through Canada and enter the United States as a permanent resident of Canada. However, if the immigrant investor remains outside Canada for six months or more, he or she could lose permanent resident status. After 3 years as a permanent resident, the immigrant investor could become a citizen of Canada if he or she meets the other requirements for the granting of citizenship, primarily by passing the requisite examination.
The Company has marketed the Program to immigration lawyers and consultants around the world for the last four years. Because the Company does not market directly to immigrant investors, it must rely upon referrals from such immigration lawyers and consultants. The majority of immigration lawyers and consultants specializing in immigration to Canada are located in Canada, the United States and Hong Kong. It is therefore critical that the Company be able to market its Program to immigration lawyers and consultants operating out of the United States. In the past, the Company has marketed the Program to, and the majority of its participants have been from Hong Kong and China, and to a lesser extent from, the Mideast, Europe, Africa, and South America (roughly in that order).
Despite their operating out of the United States, the vast majority of the immigrant investor clients referred by US immigration lawyers and consultants reside outside of the United States. Additionally, our client believes that there may be an increasing demand by US residents for immigration to Canada. The motivations behind this decision to immigrate to Canada from the United States vary. Therefore, the Company's marketing efforts are directed to immigration lawyers and consultants around the world, and it would like to include the United States.
The goal of the Program is to allow individuals to immigrate to Canada by making a passive investment into a legally eligible Québec corporation undertaking an investment project. To this end, all immigrant investments must be used to finance corporate projects of investment, technological innovation, design innovation or the development of new markets. The investment projects themselves must be part of one of the following industries:
All corporations and their eligible projects must be approved by IQIII before the disbursement of the immigrant investment. Following disbursement, a final report of the disbursement is submitted to IQIII as a pre-condition to the immigrant investor being issued a Permanent Resident Visa by the Government of Canada.
II. Law and Analysis
Set forth below is an analysis of the law pertaining to notes and investment contracts. The issue of the guarantee component of the Program is also addressed followed by an analysis of the marketing and packaging services and the financing option available under the Program.
A. Notes
1. Law
Under the Securities Act a note is presumed to be a security if its term exceeds 9 months. However, an issuer can rebut this presumption by establishing that the instrument is sufficiently similar to a previously recognized judicial exception from characterization as a note (the "family resemblance test"). In order to do so, several factors must be evaluated, which factors are set forth in the Supreme Court case of Reves v. Ernst & Young, 494 U.S. 56 ("Reves").
First, the instrument or transaction must be assessed to determine the motivations that would prompt a reasonable buyer and seller to enter into it. If the seller's (in this case, IQIII's) purpose is to raise money for the general use of a business enterprise or to finance substantial investments and the buyer is primarily interested in the profit that the instrument is expected to generate, then the instrument is likely to be a "security." If, on the other hand, the note is exchanged to facilitate the purchase and sale of a minor asset or consumer good, to correct for the seller's cash-flow difficulties, or to advance some other commercial or consumer purpose, the instrument will likely not be characterized as a "security."
Second, the "plan of distribution" of the instrument must be examined. The courts use language that states that a note may be classified as a security if there is "common trading for speculation or investment."
Third, the reasonable expectations of the investing public must be examined to determine whether the public perceives the instrument as an investment opportunity, in which case it will generally be classified as a security.
Finally, the fourth factor in the "family resemblance" test is to examine whether there is some factor such as the existence of another regulatory scheme which significantly reduces the risk of the instrument, thereby rendering the application of the Securities Act to protect the investor unnecessary.
2. Analysis
The first element of the Reves test, the motivation of the seller, can be addressed as follows. In our case, although the seller's motivation in issuing the Term Note is to finance the Program, it is clear that the buyer's (i.e., the immigrant investor's) primary motivation is not one of profit. The Program does not pay interest to the immigrant investor over the 5-year term of the Term Note; rather, the immigrant investor can only expect to receive his or her capital at the end of the 5-year term without any capital appreciation. Consequently, there is no way that the investor can receive a profit on his or her investment in the Program. Therefore, on our facts, it appears that the investor is not induced to make the investment for reasons of profit, but rather for the primary reason of securing favorable immigration status in Canada while not losing his or her investment. Since the Term Note earns no interest, there is no profit potential of the investment beyond the return of the initial capital. In our case, therefore, since there is no interest component of the Program at all, one cannot reasonably conclude that the immigrant investor's primary motivation in participating in the Program is to earn interest. Rather, the immigration motivation is the primary one.
The second element of the Reves test, the plan of distribution, can be analyzed as follows. Although the courts do not elaborate on this point, it seems clear that the Program is not intended to be a vehicle for trading, speculation or investment. Presumably, an investor with disposable income in the amount of CDN$400,000 who was primarily intending to procure a speculative investment with risk and, therefore, potential return could choose a wide range of alternative investments with a much higher speculative component than the Program offers. Rather, the Program is designed to provide to the immigrant investor the opportunity to secure permanent residence without losing his or her investment. First, the notes are not effective instruments for speculation or investment as there is no upside opportunity available. Further, as there is no interest component at all, the Program could not reasonably be characterized as an investment vehicle. Second, many alternative investments are available offering more promising returns. In essence, the investment component of the Program is incidental to the primary motivation for the immigrant investor making the indirect loan to the legally eligible borrowing corporation, that of securing permanent residence.
This second element of the Reves test has also been interpreted such that the "commonly traded" factor is satisfied if the instrument is "offered and sold to a broad segment of the public" (Stoiber v. Securities and Exchange Commission, FSLR §90,335 (1998)). In the Calozza case that interprets this element of the Reves test, as cited above, the court concluded that the sale of notes to 150 members of a fraternal organization in a multistate area satisfied this criterion. In our case, the Program will potentially be marketed throughout the U.S., suggesting that this factor may be satisfied. However, although it may be argued that the instruments are being "commonly traded" in that they may be considered to be offered to a broad segment of the public, still, they are not being marketed as investment vehicles.
The third element of the Reves test, the reasonable expectations of the investing public, can be analyzed as follows. The Program is marketed using the term "investment" in the advertising literature. The case of Resolution Trust Corporation v. Stone, et al., FSLR §97,663 (1993), again citing Reves, found that the fact that notes were advertised as "investments" and that nothing would have led a reasonable person to question this characterization suggested that the notes were securities.
However, in our case a reasonable person could easily question the characterization of the Program as an investment. Again, it is difficult to see how the Program can be characterized as anything other than a simple secured commercial loan, as opposed to a speculative investment. The Program is such that a straight promissory note is secured by the Québec government guarantee, giving the vehicle virtually identical characteristics as a commercial loan, the paradigm of non-security instruments that are not intended to be regulated by the Securities Act. As stated above, an investor seeking to maximize return, even while incurring substantial risk, has an endless array of alternative vehicles in which to invest where there is no expectation of securing favorable immigration status. Although it is true that the Program is marketed as an "investment," we believe that the countervailing factor of the investor's true motivation in making the capital injection through IQIII to the legally-eligible borrowing corporation, that of securing permanent residence in Canada, negates that characterization.
The fourth element of the Reves test, the "family resemblance" test, can be analyzed as follows. First, the Reves case indicates that the fact that an instrument is collateralized or insured is a major risk-reducing factor. In fact, this element was confirmed in the recent case of the Court of Appeals for the Sixth Circuit, Bass v. Janney Montgomery Scott, Inc., 210 F. 3d 577, in which it was held that, following the Reves test, the fact that promissory notes were collateralized negated their status as securities because of their reduced risk. The Term Note issued under the Program by the borrowing corporation is fully secured by the Québec government guarantee. Therefore, the immigrant investor's risk in losing his or her principal is greatly reduced, much like in the case of the quintessentially non-security secured commercial loan.
In addition, one can point specifically to a regulatory scheme that significantly reduces the need for U.S. securities laws to protect the immigrant investor, that being the Regulation, the Québec law that sanctions the Program. The Regulation requires the "dealer" to be registered with the Québec Securities Commission, and it provides the regulatory scheme contemplated in the enunciation of the "family resemblance test," which has the effect of significantly reducing the risk to U.S. investors choosing to participate.
Therefore, much in the same way that a commercial loan, when fully secured, is the paradigm of an instrument falling outside the scope of the definition of a "security," the Program, consisting of the Term Note fully backed by the Québec government guarantee made possible by the Regulation, includes a factor that negates the need for regulation under U.S. Securities laws since the risk to the participant is eliminated (or greatly reduced) by the Regulation itself.
In addition, in light of the further-enhanced Program, in which the Term Note effectively replaces the trust indenture, the element of collateralization is even further assured such that the reasonable expectations of the investing public would not be to characterize the Program as a speculative investment, but rather as a secure vehicle by which to achieve favorable immigration status in Canada. Therefore, the fourth element of the Reves test is further supported in light of the enhanced security of the Program, as manifest in the substitution of the Term Note for the previously existing government instrument, such that the risk-reducing factor of the Program is further confirmed. As per the case of Bass v. Janney Montgomery Scott, Inc., cited above, we believe that the fact that the Program is fully collateralized negates its status as a security because of the reduced risk. The substitution of the Term Note for the government security further confirms this conclusion based on our analysis of the case law stemming from the Reves test.
B. Investment Contracts
1. Law
Definitions of a "security" include a category of "investment contracts", a catch-all term for transactions not specifically included in the definition lists and which would otherwise not involve securities under the securities laws. The Supreme Court in SEC v. W.J. Howey Co. has defined an investment contract as a contract, transaction or scheme whereby a person (a) invests his money, (b) in a common enterprise, and (c) is led to expect profits, (d) solely from the efforts of others.
The first element of the Howey test, the investment of money test, has been extended to cover instances where a person is giving up some tangible and definable consideration in return for an interest that has substantially the characteristics of a security, as was set forth in the case of International Brotherhood of Teamsters v. Daniel, 439 U.S. 551.
The second element of the Howey test, the common enterprise test, focuses on "the extent to which the success of the investor's interest rises and falls with others involved in the enterprise." The Courts have developed the concept of "horizontal commonality" to describe the pooling of similar interests among investors, and "vertical commonality" to describe the promoter's relationship with a single investor. Horizontal commonality clearly meets the Howey test, but the courts are divided on whether vertical commonality alone is sufficient. The courts have developed a broad approach to vertical commonality, which requires that the fortunes of the investors be linked to the efforts or expertise of the promoters and a pro rata sharing of profits is not necessary. In contrast, the narrower approach to vertical commonality requires that the investor's fortunes be linked to the fortunes of the promoter, which approach suggests that more than evidence of merely furnishing investment counsel to another for a commission is required to meet this narrower test.
The third element of the Howey test, the investor's expectation of profit, has been broadened to cover both capital appreciation of the investment itself as well as a participation in earnings.
Finally, the fourth element of the Howey test, that the investor's expectation of profits derive solely from the efforts of others, is usually interpreted to include cases in which the investor's expectation of profits derive substantially from the efforts of others, thus allowing the investor to contribute a minimal level of effort while still resulting in the program falling within the category of an investment contract. The efforts of others must be considered to be undeniably significant, as held in the case of SEC v. Glenn W. Turner Enterprises, 474 F. 2d 476.
2. Analysis
The first element of the Howey test, the investment of money, is clearly met by the Program since the immigrant investor is investing CDN$400,000 pursuant to the terms of the Program. It is not clear, however, that the second element of the Howey test, that of a common enterprise, is met by the Program. The Program does not comprise any aspect of pooling of investors' money in order to achieve enhanced returns, thus falling short of meeting the horizontal commonality element of the second element of the Howey test, nor are the fortunes of the immigrant investor in any way tied to the expertise, efforts or fortunes of the promoter, thus negating the applicability of the vertical commonality element of the second element of the Howey test. In our case, the Program is characterized simply by the immigrant investor making an investment of a specific amount, which investment will not earn any interest. The profits to be earned by the immigrant investor are in no way related to the efforts of the Company in its promotion of the Program but result exclusively from the fixed interest rate tied to the Term Note. Since the impetus of the immigrant investor in participating in the Program is not one of profit at all, but rather in securing favorable immigrant status in Canada, the expertise of the representatives of the Company in promoting and administering the Program are irrelevant.
This third element of the Howey test, the investor's expectation of profit, again, is not met by the facts which characterize the Program. The sole motive of an individual participating in the Program is to secure favorable immigration status in Canada, and an immigrant investor who would participate in the Program with the goal of maximizing his or her return on investment would effectively be behaving in an economically-irrational manner. In fact, the participants in the Program cannot expect to earn interest, and therefore there is no upside potential in such an investment, unlike other vehicles more likely to be considered investment contracts under the Howey analysis.
Finally, the fourth element of the Howey test, that the investor's expectation of profit derive solely from the efforts of others, is not met on the facts. As discussed above, there is no expectation of profit at all inherent in the immigrant investor's motivations in participating in the Program since there is no interest component, and the little expectation that could be argued to exist is not tied to the efforts of the Company at all. As a result, under the Howey test, we believe that the Program cannot be characterized as an investment contract.
C. Guarantees
1. Law
Under the Securities Act, the definition of a security expressly includes a guarantee of any of the other instruments or devices enumerated in Section 2(a)(1). Consequently, the entire transaction must fall within the statutory definition of a security as well as the guarantee. See, e.g., Johns Hopkins Univ. v. Hutton, 422 F.2d 1124, 1128 (4th Cir. 1980). Further, the presence of a guarantee will not change the status of the underlying instrument subject to the guarantee. For example, where guarantees were not and could not have been purchased separately from industrial revenue development bonds issued by a municipality, and no separate charge was made to purchasers of the bonds for the guarantees, the exempt status of the bonds under the Securities Act was not affected by the guarantee. Woods v. Homes & Structures of Pittsburgh, Kan., Inc. 489 F.Supp. 1270 (D.Kan. 1980).
Consequently, whether a guarantee is a security depends on whether the underlying investment subject to the guarantee is a security. And, absent separate or additional consideration or terms associated with a guarantee, the existence of a guarantee will not affect the status of the underlying instrument for purposes of determining whether such instrument is a "security" under the Securities Act.
2. Analysis
Here, we believe that the guarantee is not a security under Section 2(a)(1) of the Securities Act. As discussed above, neither the underlying Program nor the Term Note is a security under Section 2(a)(1) of the Securities Act. The guarantee will not change the non-security status of the underlying Program and Term Note as the guarantee cannot be purchased separately from the Term Note and there is no separate charge or fee for the guarantee. The guarantee does not affect the structure or status of the Term Note other than to secure the return of each immigrant investor's capital should IQIII be unable to fulfill its repayment obligation under the Term Note when it matures. Furthermore, the guarantee is not incorporated into a security to be distributed to investors and may not be purchased separately from the Term Note. The sole purpose of the guarantee is to secure the return of the immigrant investor's commercial non-interest loan with the full faith and credit of the Québec government. Consequently, the Québec government can be considered no more than a commercial guarantor and not an issuer of a security as the role of the Québec government is merely to secure each immigrant investor's return of capital upon completion of the requisite immigration requirements under the Program.
Additionally, the guarantee does not separately constitute an investment contract under Howey or a security under Reves. To repeat the Howey test above, an "investment contract" as used in the Securities Act means a contract, transaction or scheme whereby a person invests his money in a common enterprise and is led to expect profits from the efforts of others. Here, there is absolutely no expectation of profit for an immigrant investor under either the Term Note or the government guarantee securing that Note. Here, there is no pooling of money, no expectation of profit nor is there any reliance on the efforts of others to deliver any profits. Rather, immigrant investors expect to obtain a permanent resident visa in Canada (Quebec) and the return of their investment without interest upon each immigrant investor's successful completion of the Program. The guarantee serves only to help ensure the return of an immigrant investor's capital should IQIII be unable to do so upon maturation of the Term Note (and the requisite fulfilment of the Program's requirements by the immigrant investor). Investors enter into this Program to become residents of Québec, not to earn a profit on their investment as no profit or interest is paid.
Reves applies the family resemblance test to analyze whether a note is a security to be regulated under the federal securities laws. Reves, 496 U.S. at 64-65. The family resemblance test contains four factors as described above in Part II.A.1. The first element of the Reves test is the motivation of the seller and buyer to enter into the transaction. The motivation of the Québec government to guarantee payment of the Term Note is to facilitate the financing of local business and encourage immigration to Québec by desirable foreign nationals. However, the buyer's only motivation is to obtain permanent resident status in Canada (Québec) and, upon successful completion of the Program, receive his or her investment back without profits or interest.
The second element of the Reves test, the plan of distribution, seeks to determine whether the instrument in question is one in which there is "common trading for speculation or investment." Here, there is no speculative or investment component to the guarantee. The guarantees may not be traded as there is no interest or profit whatsoever on the guarantee (or underlying investment). Indeed, each guarantee is case-specific and attaches to each immigrant investor's particular Term Note, which cannot be traded. There can also be no trading in the guarantees as the prospective immigrant must successfully complete the Program before benefiting from the guarantee by receiving his or her investment back should IQIII default on its repayment obligation.
The third element of the Reves test is the reasonable expectations of the public. The Program will be marketed to those foreign nationals deemed desirable as potential immigrants to Québec. The guarantee of the Québec government will be marketed simply as a safety net securing the return of each immigrant investor's loan. Due to the Program's clear lack of any profit or return on investment, including under the guarantee, it would not be reasonable to expect the public to view the guarantee securing the Term Note as a security subject to regulation under the federal securities laws. The clear lack of profit or return on investment will lead the public to view the guarantee as simply the legal and moral obligation of the Québec government to ensure the return of each immigrant investor's investment upon successful completion of the Program.
Finally, the Reves test examines whether another factor, such as the existence of another regulatory scheme, significantly reduces the risk of the instrument, thereby rendering application of the federal securities laws unnecessary. Here, the Program was enacted by and is subject to the immigration laws and regulations of Québec. The guarantee is an important element of the overall legislative Program designed to foster and promote immigration to Québec while financing local business. As such, the guarantee is subject to regulation under a separate body of law in Québec. The guarantee is backed by the full faith and credit of the Québec government and represents the legal and moral obligation to return each immigrant investor's capital upon successful completion of the Program.
D. Marketing and Packaging Services
The marketing and packaging services (the "Services") that organize, implement and market the Program to immigration attorneys, consultants and foreign nationals do not contain any inherent, incremental, enhanced or other value that could be considered an investment contract under Howey or a security under Reves. Under Howey, an "investment contract" is a contract, transaction or scheme whereby a person invests his money in a common enterprise and is led to expect profits solely from the efforts of others. Here, the Services consist of organizational, informational and explanatory materials implementing the Program and describing its administrators and requirements. The Services provide no inherent or enhanced value inuring to investors. As a result, the Services do not represent a contract, transaction or scheme in which a person may invest his money on the expectation of earning a profit solely from the efforts of others. Rather, the Services only explain the background and implement the requirements of the Program while promoting immigration to Québec by eligible foreign nationals. In short, there is no profit motive, profit expectation or resulting profit associated with or attributable to the Services, which seek only to organize and implement the Program.
Similarly, the Services do not constitute a security under Reves. The first element of the Reves test, the motivation of the seller and buyer to enter into the transaction, is not applicable to the Services. The Services do not represent a separate transaction, contract or agreement, but rather only implement and summarize the underlying Program and its requirements. As such, there can be no buyer or seller of the Services. The second element under Reves, the plan of distribution, is likewise inapplicable. The Services do not comprise an instrument in which there can be "common trading for speculation or investment." The Services are not an instrument, device or scheme that could be packaged and traded for speculation or investment separate from the Term Note and guarantee.
The third element of the Reves test, the reasonable expectations of the public, also leads to the conclusion that the Services are not a security. The Services seek to implement and explain the Program's requirements. The reasonable expectations of the public when reviewing the Services is that the marketing and packaging materials comprising the Services are intended to implement the Program and inform immigration professionals and eligible foreign nationals as to the benefits of and requirements for immigrating to Canada. As such, it is not reasonable to expect that the public will view the Services as a security to be afforded the protections of the federal securities laws.
The fourth element of the Reves test is also inapplicable as the Services do not comprise an "instrument" subject to another regulatory scheme that significantly reduces the risk of such instrument.
E. Financing Option
The financing option under the Program does not represent a security or investment contract separate from the Program, Term Note or guarantee. The financing option provides an alternative method for immigrant investors to enroll in the Program without investing the entire CDN$400,000 up front. Actually, if the financing option is selected by an immigrant investor, that option will cause the immigrant investor to lose his or her investment. Under the financing option, an eligible immigrant investor may initially pay CDN$120,000 and finance the remaining CDN$280,000. No further payment is required from the immigrant investor and, upon completion of the Program, that CDN$120,000 investment is not repaid to the investor. Thus, selecting the financing option results in the complete forfeiture of an immigrant investor's CDN$120,000 investment. In other words, an eligible foreign national can essentially pay CDN$120,000 to obtain a Canadian Permanent Resident Visa, provided that such immigrant investor successfully fulfills each requirement of the Program. Consequently, the financing option cannot be construed as an investment contract under Howey as there is clearly no expectation of a profit to be derived from the efforts of others.
Similarly, under the Reves test, the guaranteed forfeiture of the initial investment under the financing option cannot be interpreted as a security. First, the only motivation for the immigrant investor to enter into the financing transaction is to gain citizenship in Canada. Although the seller of the financing option is seeking to attract immigrant investors and raise funds for local investment in Québec, there is absolutely no profit motive for immigrant investors as such investors will forfeit their investment in return for permanent resident status in Canada. Second, there is no plan of distribution or common trading under the financing option. Rather, the financing option allows an eligible immigrant investor to essentially pay CDN$120,000 in the hope of becoming a citizen of Canada. Although the Program authorizes an immigrant investor to transfer the Term Note to a qualified bank or financial institution to collateralize the loan under the financing option, the financing option is not available for distribution to other investors as the Term Note may not be further negotiated, transferred or assigned. Moreover, the financing option to be selected based on the individual financial circumstances of each eligible immigrant investor seeking to immigrate to Québec. Third, the public cannot reasonably expect that the financing option (i.e., guaranteed loss of capital) is a security of the type to be regulated by the securities laws. As the financing option promises only the guaranteed loss of an investor's entire investment in return for permanent resident status in Canada, it is not reasonable to expect that the public will view the financing option as a security. Finally, under the fourth element of the Reves test, the financing option is regulated by another set of statutes and regulations that govern the availability and requirements for qualifying for the financing option under the Program.
III. Conclusion
For the reasons stated above, i.e., that the Program is essentially an immigration program, it is our opinion that the instruments constituting the Program fall outside the definition of a "security" under the Securities Act.. Our analysis as set forth above concludes that (1) the Program cannot be characterized as a note under the securities laws, and (2) cannot be characterized as falling within the catch-all category of investment contracts.
The Company is anxious to proceed with the marketing of the Program in the United States as described herein as soon as possible. Accordingly, we appreciate your prompt consideration of this matter. If you have any questions or should require any additional information concerning any of the issues addressed herein, please feel free to contact the undersigned.
Yours very truly,
Guy P. Lander
cc: Jerry Rosenthal (via email)
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Modified: 10/10/2002


text:
Original Release: 2008
By the time the Air Jordan XX3 Premier Finale released, even the most die-hard Jordanheads were suffering from a bit of XX3 fatigue. Still, these were something special. The release was limited to 529 pairs (23 pairs to 23 stores), and represented the last of the line for conventially numbered Air Jordans. And you can never, ever go wrong with black and red. With the gift of hindsight, these could easily be considered the best of the Considered Design XX3.

subset: commoncrawl


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Charter Schools Not The Answer, Especially If We Fail To Determine The Query
Michelle Williams stated her son is not finding out abilities required for his grade. As of 2005 update there have been almost one hundred charter schools in North Carolina, the limit passed by legislation in 1996. It was passed in order to supply parents choices in regard to their young children and the college they attend, with most of the expense becoming covered by tax income. After the 1st numerous years of permitting charter schools in North Carolina, the authority to grant charters shifted from regional boards of education to the State Board of Education. This can also be compared with a number of other states that have numerous powers that accept charter school applications.
Charter cyber schools operate like standard charter schools in that they are independently organized schools, but permit for significantly a lot more flexibility compared with classic schools. Citation required Among 1999 and 2003, about sixty cyber charter schools opened, with more than 16,000 students. These cyber charter schools operated in fifteen states and account for about 2% of all charter school students. They also let students to attend the cyber charter school with no being situated in that nearby college district. Cyber charter schools face distinctive challenges, in part related to legislation drafted for normal charter schools.
As a outcome, 4 states have adopted certain legislation tailored to cyber charter schools. One example of a state's cyber schools seeing an enhance in implementation is Arizona, which has about 3,500 students in cyber schools, about half of them cyber charter schools and the other half governed by typical public college districts. The reality is that some charter school operators want to take public funds, but behave like private entities that can play by different rules.
The cyber schools teach students from kindergarten to twelfth grade, and the setting varies from being entirely on the web in one's house to spending all of the class time in a formal school developing while understanding more than the Net. They all have to be held to educational, financial and ethical standards, especially now, offered that half the youngsters in public schools are poor This is a solemn duty to each students and the public.
Regrettably, some charter proponents have shifted the intent of charters from incubating suggestions and sharing successes to competing for marketplace share and taxpayer dollars A pro-charter group in New York not too long ago ran deplorable ads suggesting they care a lot more about equity than Mayor de Blasio does. The public education landscape is enriched by obtaining a lot of possibilities-neighborhood public schools, magnet schools, community schools, schools that concentrate on career and technical education, and charter schools.


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Acer Unveils Business-Friendly TravelMate P243 Notebook
Acer today released the TravelMate P243, which looks to improve performance and security for business users and boasts a tough yet attractive exterior.
The latest Acer device has a spill-resistant keyboard that will protect its insides and an LED backlit display with high-definition, 1,366-by-768 resolution and a 16:9 aspect ratio. The notebook has a 14-inch Acer ComfyView LCD with Wireless Display (WiDi) technology. What this means is that users can connect the notebook to an HD display provided that they have a compatible adaptor. For those in need of video conferencing, Acer has included a high-definition webcam and built-in microphone.
The Acer Travelmate P243 is outfitted with the latest Ivy Bridge third-generation Core i5 processor with Intel Turbo Boost. It also packs 4GB of DDR3 memory and is upgradeable to 8GB. If more memory space is needed, users will be able to manage and store important files and folders in the spacious SATA hard drive that has a capacity of 500GB. For connectivity, the latest Acer notebook offers a full range of options including a Gigabit Ethernet, Wi-Fi, and Bluetooth.
With new built-in security features, the TravelMAte P243 notebook utilizes the multilevel Acer ProShield Security with the BioProtection Fingerprint solution, which guards against unauthorized access with the swipe of a finger. Also, Acer ProShield features pre-boot authentication (PBA) and allows for the creation of a Personal Secure Drive (PSD) to secure and encrypt all critical files. As for unwanted files, Acer's File Shredder can remove them.
The TravelMAte P243 will cost $699.99. A version with Intel's second-generation Core i3 processors starts at $599.99.


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Oh no! Seems like Wolfspawn managed to get to go to the pool and managed to talk whoever was taking him there into getting him changed and ready in the special-needs changing room (where all kinds of cool gear resides). I wonder if that bulge is caused by the waterwings, the loaner swim-diaper or the paci-gag.
Everything by wolfspawn
Source: https://www.furaffinity.net/view/18890660/
Looks like this wolf is ready for a long day at the pool whit lots of fun things to do.
(Visited 32 times, 1 visits today)


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Richmond Hill Deck with Swim Spa and Arcadia (Rendering)
Concept Photo Rendering in 3D Deck Design and outdoor living area for a home in Richmond Hill ON.
This large deck design features PVC Capped Decking with an Arcadia Louvered Roof and deck around the swim spa. Two layout concepts were presented and they absolutely loved one! The deck has a designated Kitchen area, living room and dining room and a large central patio to set up extra tables during their large family gatherings! This deck is currently being built by "The Deck Store". Photos Soon!
Swim Spa Deck with Shade Structure in Richmond Hill – A photo realistic rendering!
In Cooperation with "Paul Lafrance Design", Isn't she a beauty?
The scope: Design a deck to accomadate an 18′ long swim spa, a kitchen area and dining for large family gatherings, with ultra low maintenance in Richmond Hill.
Only very subtle changes were made to this concept, (cedar privacy screens to meet budget). A deck surrounds both sides of the swim spa and a large open patio in the middle of the yard will take overflow guests during parties. A large deck with a den area and a dining area with Arcadia Louvered Roof connect the home to patio. Wide steps ease the transitions to the side and front. Glass rails keep things looking open.


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Check out Ghetto Dreams (Alternate Version), the latest from Common. The track was released on Wednesday, December 21st, 2011. Common's chances in this game are improving with each new release, and Ghetto Dreams (Alternate Version) is no exception - quite the opposite, in fact. It's a nice addition to the impressive catalogue Common has been building over the years. We're definitely anticipating the next move.
Have you heard Common's Stay Schemin (Remix) [Drake Diss], featuring Rick Ross, French Montana & Drake? Check out Common's profile page for the most recent info, news, songs, and mixtapes.
Let us know what you think, folks.


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Am Pàipear, the community newspaper serving Uist, is celebrating a double success at the annual Highlands and Islands Media Awards.
The newspaper retained the title of 'Community Newspaper of the Year' and won the category for 'Best Use of Digital Media' in the face of competition from daily news outlets in the region.
South Uist journalist Iain Smith was also short-listed in the 'Top Story of the Year' category for an article published in Am Pàipear.
A delighted editor, Iain Stephen Morrison, was among 270 guests attending the annual Highlands and Islands Press Ball, which brings together media representatives from an area stretching from Shetland to Argyll and Moray to the Outer Hebrides. The event was held at the New Drumossie Hotel, Inverness, on Friday 6th February 2015.
Am Pàipear was praised for the high standards maintained in the newspaper and the impressive development of the web and effective use of social media.
Top award of the night went to Eilidh Davies, the Chief Reporter with the Highland News, who was named 'Journalist of the Year'. The Inverness-based journalist was the unanimous choice of the judges, having also won the 'Reporter of the Year' title and being shortlisted in the 'Top Story of the Year' category.
'Newspaper of the Year' is the Strathspey and Badenoch Herald.
Presenting the awards was Keith Miller, Distillation and Maturation Director of Diageo, the event's principal sponsor.
The event was again organised by Inverness-based Lucid PR, Events and Marketing, with other support this year provided by Fujitsu, BT Scotland, Chivas, Highlands and Islands Enterprise, the National Union of Journalists and Bòrd na Gàidhlig.
The ball's charity fundraising collected money for four charities – Alzheimer Scotland, Highland Homeless Trust, HUG Action for Mental Health and the Crocus Child Bereavement Support Service.
Pictured are: Keith Miller, Distillation and Maturation Director of Diageo, Alison MacPhee and Iain Stephen Morrison of Am Pàipear.


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Recently I was asked if it was possible to repeat the same move twice with the Kessler Basic Controller. Usually when you are trying to create identical moves on a slider more than once you need a digital controller like Kessler's Oracle Controller to ensure that each slide has the precise timing that you need. However, if you do not have the money for the Oracle Controller or their new Second Shooter system, then it is possible to do repeated dolly moves if each slide is done very carefully.
The trick is to pick the speed setting you want on the basic controller and maintain that setting throughout the entire shoot. For example, let's say I put the Basic Controller at a setting of 2.5 and the controller is placed on continuous mode (Yellow light). I start the slider move by pressing the arrow on the controller in the direction I want the camera to travel. This gives me my first shot. Now in order to duplicate that shot again with the same exact timing, I have to tell the camera to go back to the start of the move which in this case would be the other end of the slider. You cannot touch the speed dial because you cannot guarantee that it will be placed at the same speed setting you used in the initial move. To get the camera back to the original starting position I pressed the arrow on the controller in the opposite direction the camera came from at the same setting of 2.5. As long as you do not touch the dial and move the camera back and fourth at 2.5 the shot should be identical each time. If you want to use this technique for a time lapse I would suggest detaching the motor and move the slider back by hand without touching the controller. Here is the video of the test I did in my kitchen.
MotionTest from Nick Righi on Vimeo.
If you have any questions, feel free to let me know!


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Help! My Student Loans Are Overwhelming Me
Use These Easy Strategies to Handle Overwhelming Student Loan Debt
If you are getting ready to graduate, you may just now be facing the reality of the amount you borrowed to attend school. If you took out private student loans in addition to the federal student loans you may be in an even more difficult situation. There are strategies you can employ to reduce your monthly payment, but you will need to pay the loans for an even longer period of time. It is important to be as proactive as possible. You may not be able to afford a lavish lifestyle for a several more years as you work to pay off your degree.
It is important to note that to qualify for income-based payments and loan forgiveness programs, you will need to consolidate your loan into a Federal Direct Loan. Your student loans may be hurting your finances, and it is important to address them as quickly as possible
Payment Options
There are several options available to you when it comes to paying back your federal student loans. The Federal government just announced income-based repayment options that allow you to reduce your monthly payment based on your current income. It will adjust as your income adjusts and after making on-time payments for twenty-five years you can have the remaining balance of your loan forgiven. The Pay as You Earn program is similar, but it offers even more help with your loans.
Another option is to consolidate your federal loans and lengthen the amount of time you have to repay the loan. The consolidation option will decrease your monthly payment, but you will end up paying more in interest over the life of your loan. This option may make it easier to manage your current financial situation, particularly if you do not qualify for income-based student loans. You also lock in an interest rate with your student loan consolidation. If you want to qualify for a loan forgiveness program, you need to consolidate into a Federal Direct Loan.
Consolidation can lock in your current rate and prevent your student loan interest rate from going up.
Additionally, you can work with your lender if you have a difficult time finding a job or if you lose your job. The federal government will allow you to defer your payments if you lose your job or if you are faced with a difficult financial situation. You will need to document your situation and turn in proof of your situation. You cannot simply stop making payments, you must call and ask to be put on deferment and complete the application to qualify.
Private Student Loans
Private student loans have a higher interest rate and will not be as flexible on changing your payment amount or allowing you to skip payments. The interest rates are much higher on private student loans. You will need to make paying these off as quickly as possible a priority. If the payment amounts are too much, even with the lowered federal student loan payments, you may consider consolidating your private student loans to lengthen the amount of time you have to pay off the loan. When you consolidate your private student loan try to lock in an interest rate instead of using a variable interest rate.
The shorter the term of the loan the less you will pay in interest, so try to make the payment amount manageable, but pay as much as you possibly can.
Financial Counseling
Your current financial aid office offers exit counseling to help you come up with a plan to pay off your student loans. You can visit a financial counselor to help you create a budget to pay off your student loans more quickly. However, it is important to realize that most credit counseling places work primarily with consumer debt, not student loan debt. Bankruptcy rarely forgives student loan debt. You need to work quickly to reduce your debt so you can begin investing and possibly purchase a home.
Once you get your first job you need to create a budget that allows you to put extra money towards any debt that you have. Your private student loans should be paid off before you start putting extra money towards your federal student loans. If you have amassed a large amount of student loan debt you may need to continue to live a student lifestyle until you have reduced the amount you currently owe. The amount you make once you graduate will determine just how much you have to cut back on your current lifestyle.


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There are hell lot of places in this world which are not in light and when they come in light they memorize you of the real hell. You will start shivering and keep your fingers under the teeth. If you have a weak heart then these places are not for you. These are the most weird places on this planet earth. May be you won't want to come to these places ever.
1) The Catacombs of Paris – Paris, France –
The Catacombs of Paris or Catacombes de Paris are an underground ossuary in Paris, France. Located south of the former city gate (the "Barrière d'Enfer" at today's Place Denfert-Rochereau), the ossuary holds the remains of about 6 million people and fills a renovated section of caverns and tunnels that are the remains of Paris' stone mines. Opened in the late 18th century, the underground cemetery became a tourist attraction on a small scale from the early 19th century, and has been open to the public on a regular basis from 1867. Following an incident of vandalism, they were closed to the public in September 2009 and reopened 19 December of the same year.
2) Coober Pedy – South Australia –
the only living place on earth where 80% of the total population lives underground due to the excessive heat. This is a mining town from the very beginning and still mining is practiced here. This town has hospitals, parks, golf course, schools and many other underground places.
3) Batu Caves – Kuala Lumpur, Malaysia –
Batu Caves is a limestone hill, which has a series of caves and cave temples, located in Gombak district, 13 kilometres (8 mi) north of Kuala Lumpur, Malaysia. It takes its name from the Sungai Batu or Batu River, which flows past the hill. Batu Caves is also the name of the nearby village.
The cave is one of the most popular Hindu shrines outside India, dedicated to Lord Murugan. It is the focal point of Hindu festival of Thaipusam in Malaysia.
4) Radon Health Mine – Montana, US –
it was used in 1924 for silver and lead ore mining. It was closed n the year 1949 as radioactive particles were found here. But once a woman came here for her livestocks and discovered that all her ailments were disappeared. So from then this place is used as a low radio therapy radiation place.
5) Wieliczka Salt Mine -Krakow, Poland –
The Wieliczka Salt Mine, located in the town of Wieliczka in southern Poland, lies within the Kraków metropolitan area. The mine continuously produced table salt from the 13th century until 2007 as one of the world's oldest operating salt mines, for most of this time span being a part of the undertaking żupy krakowskie. It is believed to be the world's 14th-oldest company.
The mine's attractions for tourists include dozens of statues and an entire chapel that has been carved out of the rock salt by the miners. About 1.2 million people visit the Wieliczka Salt Mine annually.
Commercial mining was discontinued in 1996 due to low salt prices and mine flooding.
6) Capuchin Catacombs –
Sicily, Italy – he Capuchin Catacombs of Palermo (also Catacombe dei Cappuccini or Catacombs of the Capuchins) are burial catacombs in Palermo, Sicily, southern Italy. Today they provide a somewhat macabre tourist attraction as well as an extraordinary historical record.
Palermo's Capuchin monastery outgrew its original cemetery in the 16th century and monks began to excavate crypts below it. In 1599 they mummified one of their number, recently-dead brother Silvestro of Gubbio, and placed him into the catacombs.
The bodies were dehydrated on the racks of ceramic pipes in the catacombs and sometimes later washed with vinegar. Some of the bodies were embalmed and others enclosed in sealed glass cabinets. Monks were preserved with their everyday clothing and sometimes with ropes they had worn as a penance.
7) Milk Grotto Chapel –
Bethlehem, Israel – it was believed that while mother Mary was feeding the baby Jesus some of the milk was split on the floor and this place was made due to this. Both Christians and Muslims come here to buy the white stone packets which is believed to increase the milk of the mothers.
8) Ithaa undersea restaurant –
Rangali island, Maldives – Ithaa, which means mother of pearl in Dhivehi, is a mostly acrylic undersea restaurant secured five metres below sea level at the Conrad Maldives Rangali Island in Rangalifinolhu, Maldives. The five-by-nine meter restaurant has a capacity of 14 people and is encased in R-Cast acrylic which is a transparent acrylic roof offering a 180° panoramic view. The restaurant was designed and constructed by M.J. Murphy Ltd. – a design consultancy based in New Zealand – and was opened on April 15, 2005. Food served in the restaurant has evolved over the years and is now best described as contemporary European with Asian influences. Ithaa's entrance is a spiral staircase in a thatched pavilion at the end of a jetty. The tsunami which followed the 2004 Indian Ocean earthquake topped out at 0.31m below the staircase entrance, and caused no damage to the restaurant.
9)London Dungeon –
London, England – The London Dungeon is a popular London tourist attraction,which recreates various gory and macabre historical events in a grimly comedic 'gallows humor' style, attempting to make them appealing to younger audiences. It uses a mixture of live actors, special effects and rides.
Opening in 1974, it was initially designed as more a museum of "horrible history", but the Dungeon has evolved to become an actor-led, interactive experience. The Dungeon is operated by Merlin Entertainments.
10) Waitomo Glow-Worm Caves –
Otorohanga, New Zealand – this limestone Glow Worm caves attracts more than a million visitors every year and they all take a boat ride to visit these caves.This cave is illuminated by a Glow worms through a phenomenon known as 'bio-luminescence' in which female produces the light to attract the males.


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Fantasy Sports Junkie is your one stop shop for custom fantasy football t-shirt designs online! Start with one of our featured football designs or select a specific design from the menu. Or start with a blank product and upload / create your own design.
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It is hard to believe London Olympics are over already! These past 16 days have been unforgettable. In the event of these games coming to a close, I thought I'd share this London bag I made for a friend.
Earlier this year I had a request from my friend for a bag that she can take to work. It had to have lots of space for her files and pockets for everyday items that she carries.
First thing that came to my mind was "A day in the park Backpack tote" pattern by Liesl Gibson that I stowed away somewhere about 2 years ago. I have wanted to try this pattern very badly but was also quite nervous at attempting a bag with so many details.
I only made one or two simple totes before and wasn't sure if I could do it. But finally I am glad I had this push!
I really didn't had to fear that much…the instructions were very well written and walk you through each step carefully.
(zipper pocket is on the other side)
The original bag size was a bit small for my friend's files to fit finishing at 12" wide and 2" deep. So I made some changes by adding a couple of inches to the width and to the side panels. I also increased the height of the outside pocket for more storage.
The feature that attracted me most about this pattern is the convenience to turn it into either a backpack or a tote and I even got the hardware for it. But my friend is not into Backpacks and only wanted a shoulder bag. So I omitted those details.
I got these fabrics at SuperBuzzy. The linen dotted fabric on the outside is actually reversible. I used the cross-stitch print which is on the reverse side for the handles and for lining the outside pocket. Handles are cream colored cotton webbing. I stitched fabric on one-side to make it match well with rest of the bag.
By the way, SuperBuzzy's Birthday is approaching this month. So there is a huge sale going on right now. If you've had your eye on any special fabrics, maybe it is a good time to take a peek ( * V * )
While we were in California last month, we visited this super cute shop in Ventura. It has been my most favorite online shop for a long long time and I was so happy when I heard that Kelly was opening a retail store last year. Kelly was so amazing in person and so warm and wonderful! It was a great pleasure to meet her. She was busy as a bee on the day we visited but was always smiling and helping us. Thank you so much Kelly for such a memorable time in Ventura!! Happy Happy celebrations on SuperBuzzy's Birthday!!!
Some adorable fabrics I got at Superbuzzy...
TP collection Happy Smile Party planet Toothpaste Kokka
The teddy bears are so cute with rolling eyes and wearing polka dot Bandannas, I couldn't resist them!
In the Happy smile farbric, do you see someone not very happy? I feel like giving her a lollipop and making her smile too! I love the outfits these sweet kids are in!
These kitties were looking so fragile and needed some attention (that's my excuse for getting this glittered fabric ;) It is a heavy weight fabric perfect for making accessories.
This Toothpaste fabric is just awesome! Kelly said she is planning to make a dress for herself with this fabric. How cool is that!!!
I hope the 'Happy Smile ' fabric made you smile too! Keep smiling and enjoy your day ( : u : )


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Maintain the charge of your car's 12V battery with this auto battery charger
Keep your 12 volt automotive battery in top condition even when your vehicle is in storage. The automatic battery float charger has a floating circuit to maintain a full charge without overcharging. Easy to use, simply connect your battery and plug in the charger. Perfect for RVs, ATVs and other seasonal vehicles.
We guarantee this product to be free from defects in materials and workmanship 90 days from the date of purchase. Limitations apply.


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Series: Twelve Planets #7
Published by: Twelfth Planet Press
ISBN 13: 9780987216250 (ebook)
ISBN 13: 9780987216243 (paperback)
ASIN: B00A45Z6UK (kindle)
Published: August 2012
Pages: 104
Format reviewed: Paperback
Site: Publisher Site
Goodreads: Book Page
Stars: Five out of Five
Related Reviews: A Journey Through Twelve Planets / Site for the challenge
Cracklescape is the seventh book in the Twelve Planets series, released by Twelfth Planet Press, which showcase the talent of female Australian authors. There is now to be a thirteenth in the series, but that's a review for another time. The brief given to authors was to write 4 short stories of up to 40,000 words in total. The stories could be separate, discrete narratives or linked through character, setting or theme.
This collection contains four short stories that are connected by how the creepy and fantastic sometimes can be lurking just below the surface. Like Harry Potter caught our imagination and wonder with the idea of being just behind a brick wall if you know the right order to tap or the right word to say, in Lanagan's collection we see the ordinary turned extraordinary. Margo Lanagan is the writer where if someone says they think fantasy or horror or whatever is 'always the same' or not for them, give them her writing and she'll soon show them what the genre has to offer. So dependable!
The Duchess Dresser
A dresser found on the side of the road seems like it'll be ideal to turn a bachelor pad into something a little more liveable. Tanner loves it even when everyone else thinks it's ugly – something like a grandmother would have. He sets it in his room and tries it out, but whatever he tries there's one drawer he just can't wriggle open. The strange thing is, it vibrants hard and long enough that the handle almost vibrants enough to just become a blur.
The dresser infects Tanner's life. He has strange dreams (or are they dreams?) of hair over his face, of cohabiting the same space as another body. The body takes form into an old-fashioned female, and he knows the pain of stays and bobbypins, of a weary life. When he catches a flu from work and is bedridden for three days, he knows the pain she's going through seemingly at the same time – but it isn't until a flatmate confirms the same that he realises that his ghost may truly exist.
This piece is comforting in how real it is – the housemates who like and dislike elements of each other, but also come through to help and discuss where needed. The real world elements of girlfriends and jobs… and then the ending was reassuring as well. I really liked the friendship between Tanner and Stella and how this one worked out.
Isles of the Sun
A boy playing on the sand is interrupted by strange golden people, thin and all knowing, and his life is changed forever. Suddenly he understands a higher purpose, and throws away the ties to our common world – forsakes the life he could have had on earth with the girl next door, growing up with his loving parents and so on.
He spreads the information to other children around him, and they're all inspired with the golden light and knowledge of what their life could mean now. They eat less so they are able to perform better on the day they'll leave for their new life, and they re-adjust other elements of their life also.
This was a strange and haunting tale, as we see part of the story told from the boy's mother, who witnesses part of the situation. There are elements of the tale that reminds me of the fervour we hear of with cult mass-suicides, which is worrying. The uplifting of the children is curious as we are left open to interpretation. And it all works very, very well.
We start with a couple who have possibly been together too long – a dislikable man, and we only see his partner through his eyes, so don't quite get too enamoured with her either. They're on the train because he seems to have lost his licence due to a road rage incident, and it's there that we meet the Sheelas, who are possible urban style witches. The deeply misogynistic man who takes out his anger against the world and what his life has become on the women around him, takes part in a poorly thought out activity when he should have been at a party. (Well, really, he should have been somewhere taking a good hard long look at himself and getting his life on track but that was never going to happen…)
This was one of the stranger ones. It's uncomfortable to read, and overall just a bit sad for the poor couple we're introduced to. None of the characters are in any way likable, which is made good when the man gets his comeuppance in a fairly graphic way.
Significant Dust
This one tells of a girl who's escaping her past in a tiny rural town, unsure of what she's going to do in the future but happy to work that out later and just focus on saving some money for now. One thing about many rural towns in Australia is that they're often plagued by UFOs and other mysterious beings.
This one's a slow burn, and like the previous story the less said about it the better, as it all crashes and dawns over you as you read. I will say that I think saying 'well, you've got that to look forward to' is the perfect thing to say to someone who seems to be a time traveller freaking out about the time they've found themselves in. Certainly settles a person!
This piece and the whole collection are highly accomplished, and very, very well handled as a whole.
This collection has the following mentions:
"Bajazzle" Winner Fantasy Short Story, Aurealis Award
"Significant Dust" Winner Science Fiction Short Story, Aurealis Award
"The Isles of the Sun" Shortlisted Fantasy Short Story, Aurealis Award
"Bajazzle" reprinted in Award Winning Australian Writing.


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Slow Cooker Stuffing
2 lbs hearty white sandwich bread, diced into pieces between 1/2 and 3/4-inch thick, or 15 cups store-bought dried unseasoned bread cubes
2 - 3 1/2 cups low-sodium chicken broth, as needed
2 large eggs
1 tsp poultry seasoning
1 tsp salt, or to taste
1/2 tsp freshly ground black pepper, or to taste
3/4 cup unsalted butter, diced into 1 Tbsp pieces
2 cups chopped yellow onion
2 cups chopped celery
1 cup chopped carrot (dice small)
1 large clove garlic, minced
1/4 cup chopped fresh parsley, plus more for garnish
2 1/2 Tbsp chopped fresh sage (or 2 1/2 tsp dried)
1 Tbsp chopped fresh thyme (or 1 tsp dried)
1 Tbsp chopped fresh marjoram (or 1 tsp dried)
2 tsp chopped fresh rosemary (or 1/2 tsp dried, crushed)
Preheat oven to 275 degrees (if using store-bought dried bread skip the drying in oven step). Spread bread cubes evenly onto 2 rimmed baking sheets. Bake in preheated oven on alternating oven racks, until bread cubes are dried, while rotating baking sheets and also removing from oven and tossing bread cubes occasionally, about 45 - 55 minutes. Remove from oven and allow to cool. In a bowl mix together 2 cups of the chicken broth with the eggs, poultry seasoning, salt and pepper until well blended. Pour dried bread cubes in a very large mixing bowl. Melt butter in a large non-stick skillet over medium-high heat. Add onion, celery and carrot and saute until soft, about 8 - 12 minutes, adding in garlic during last minute of sauteing. Pour onion mixture, along with parsley, sage, thyme and marjoram over bread cubes in mixing bowl and immediately toss. Then evenly drizzle chicken broth mixture over top and immediately toss to evenly coat. Add in more broth just as needed to moisten bread. Spray a 6-quart slow cooker with non-stick cooking spray then pour bread cube mixture into slow cooker. Cover and cook on high heat 30 minutes then reduce heat to low and cook 3 1/2 - 5 hours longer. Sprinkle top with more fresh parsley (about 1 Tbsp) and serve warm.
Sage, Onion and Bacon Stuffing
1 onion, finely chopped
3 strips organic or free-range smoked bacon, chopped
9 ounces cooked sausage meat (optional)
1 tbsp. olive oil
2 tbsp. butter
1 cup fresh white breadcrumbs
1 heaped tbsp. chopped fresh sage
Salt and pepper
1 medium egg, lightly beaten
a little fresh parsley, chopped
Cook the onion and bacon in the oil in a saucepan on medium heat until the bacon is just beginning to brown. Melt the butter, then add breadcrumbs and sage and season well. Stir in the beaten egg to bind the mixture together. Place the stuffing in an ovenproof dish and bake in the oven at 350 degrees F for approximately 30 minutes, or until the stuffing is golden brown and firm to touch. Scatter the chopped fresh parsley over the stuffing just before serving it. If you wish, you can also add nine ounces of cooked sausage meat when you add the breadcrumbs.
Stuffing Balls
2 loaves white bread
2 eggs
1 cup milk
1 cup water
1/4 cup butter
2 stalks celery, chopped
1 large onion, chopped
1 small green pepper, chopped (optional)
salt, to taste
pepper, to taste
1/4 cup fresh parsley, chopped
2 teaspoons ground sage
1 1/2-2 teaspoons poultry seasoning
Turkey broth
Open the loaves of bread and allow the bread to get stale for a day. Tear the bread into 1-1/2" pieces including the crusts. Beat the eggs with the milk and water; sparingly, drizzle this mixture over the bread and mix it in just to moisten. Saute the celery, onions, and green pepper in the butter until translucent. Salt and pepper to taste. Add the warm celery and butter mixture to the bread. Add the parsley and sprinkle in a little rubbed sage. Cover lightly with poultry seasoning. Gently toss with your hands. Gently push the stuffing mixture into the corner of your mixing pan and allow to sit for 30 minutes to absorb the liquid in the bread. Form the stuffing into small balls similar to a baseball. You may freeze the balls at this point by arranging on a baking sheet and flash freezing. When frozen, place stuffing balls in the bread bag wrappers. When ready to bake, place balls in a 9 x 13 inch pan with about 1/4" hot broth in the bottom of the pan. You can bake them frozen or defrosted, adjust your time accordingly. Bake at 350 degrees Fahrenheit for about 30 minutes, basting a few times until browned.


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|Funakoshi World Cup 2014
|Funakoshi World Cup 2014
|RSKC April12 All grades course
|28th April 2012 with Sensei Gary Steward on our All grades course in Loddon Valley Leisure centre.
|Nationals 2009
|JKAE National Championships 2009
|Brian's karate party!
|Surprise 40th Birthday lesson
|Xmas 08 Bowling
|Karate kids bowling Dec 08.
|General Pics
|All sorts of pictures here, more to be added as we go on.


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Day 1 in the Elf house
It's the 1st December, and in my house that means only one thing - the arrival of our elves.
Now before you roll your eyes and start muttering about people taking something fun and magical and using it for bribery and corruption, rest assured that our elves are here for fun only. They don't report back to Father Christmas or advise him on whether my kids are naughty or nice. They do mischievous things like eating my husband's advent calendar chocolate, or fun things like playing board games with the other toys.
My kids love it - so much, that last year we had to steal Grandma's decorative elf (which, rather handily, was the same as our elf George Jingle) in a bid to reduce the sibling rivalry over who got to the elf first. Now George brings his cousin Jim Jingle with him on his visits to our house, and my two smalls get an elf pal each to tote around and cuddle.
And that's another thing we do slightly differently - the typical 'rule' about Christmas elves is that you cannot touch them or their magic goes away. No such rule here! My daughter has gone to sleep this evening clutching both elves (I had to prise them out of her vice-like grip), and our elves frequently come out on outings with us in December.
Having two house-elves with us for 24 days certainly isn't easy - this is our third year, and I'm scraping the barrel for ideas of what the elves can do each evening (and in fact have zero clue what I'm going to get them to do tonight... better sort that out sharpish). I make my life slightly easier by having them bring advent calendars on night 1, and on the 23rd they leave us a Christmas Eve box. Some nights I delegate responsibility to my husband - and he tends to go for the toilet humour sort of stuff that 5 and 3 year olds find hilarious (like George Jingle pooping DUPLO blocks in the potty).
Another issue is that our elves aren't posable like some others, so in the past we've had to get creative with sellotape (which has raised questions from the littles). That was after a few incidents where we propped George up only to find in the morning that he looked like he'd cracked open the brandy overnight.
Other than having to think up ever more exciting japes for them as well as ways to imaginatively (and invisibly) pose them, they're actually easy house guests to have. There have been a few occasions where I've been tucked up cosy and warm in bed and have had to get back up as I've realised that I haven't sorted the %#~€£¥ elves, but often the simple ones are the ones that my children enjoy the most (usually it involves a bunch of toys playing with cars / tool kits / games / jigsaw puzzles / bicycles - and if your children have anywhere near as many toys as mine, you'll have an inexhaustible list of ideas).
The only word of caution I would give is - once your elves have left, make sure you hide them well. My husband was in charge of putting George away one year - which amounted to him flinging him on his office desk and forgetting about him. Until my son saw him and started shrieking excitedly that George had come back. Didn't make that mistake again.
Right now, elf duty calls, but I'm going to update the CalmFamily blog regularly with details of what George and Jim have been up to - starting tomorrow, when I've (hopefully) thought of something before I head to bed tonight! Wish me luck...
Day 2
Last night, George and Jim got a bit peckish and decided to raid the kitchen cupboards. Seems they've got good taste. This was a husband suggestion because I (rather shamefully, considering we're only on day 2 - and actually it's really only day 1 as the first night just involved plonking them down with some advent calendars) was too tired to think about what they could do.
My two loved this one - lots of shrieking and excitement, and we got dragged out of bed to see what the elves had done. My 3 year old also had stern words with the elves about not making lots of mess (shame she doesn't listen to her own advice, really)...!
Day 3
George and Jim and their pals, Frozen the spinosaurus (no prizes for guessing what my 3 year old's current obsession is) and Sabre-Tooth the sabre-toothed cat (my 5 year old is all about original names) played a game of Snakes and Ladders last night. Apparently Frozen won.
Day 4
Last night, the elves set up the children's mini-tree, ready for them to decorate.
A word of caution to those who consider this one: if you have a child who wakes at night (like mine) and who comes through to your room (also like mine), you may want to rethink putting something like this in your child's room.
I learned this lesson at 2.45am this morning, when my 3 year old woke up and discovered the tree in her bedroom. She shrieked so loudly that she also woke my 5 year old up. Apparently they then decided that 3am is the perfect time to decorate a tree. I half-heartedly attempted to persuade them to wait until a more reasonable time, but honestly, I was still half asleep and just wanted my 3 year old to stop shining my phone torch in my eyes, so I left them to it.
The only saving grace of the situation was that they weren't fighting while they did it - and I actually heard my 5 year old exclaim 'Good teamwork!' That (almost) made up for the numerous visits where they asked me to detangle tinsel or retie baubles.
August 2019


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Your wide porcelain mouth yawns at me,
Inviting me to fill you
And drain you,
As you swallow a few more gallons of hot weary traveler soup
The cold tile floor along your border
Littered with discarded wash cloths and towels and
Tiny bottles of lotion and shampoo.
Three more fluffy towels are neatly piled on the generic laminate wood end-table
Still folded, still pristine with their precise terry-cloth angles
They perform a charming ruse that suspends disbelief:
These things have never been touched, never used.
These towels,
This bathtub
Has been in patient waiting for you
And only you
34.147238 -118.144902


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I bought myself an air chamber, rather than pay for my carport to be converted into a garage. The chamber is not intended for use 'outside', but in reality people install them in carports all the time. This purchase was suggested by a friend who told me that rust formation on his ancient Mini Cooper had been arrested by one of these 'tents'. My decision was helped along by a discount offered to Porsche GB members.
The chamber was pretty easy to assemble and was a perfect fit for the space available. I found a crack in one of the tent poles which was replaced by the manufacturer within days, without any problem. Since then, I've made a few modifications. Unhappy with the tendency of the roofline to sag a bit, and flap a little when the Scottish wind level reached storm force, I reinforced the roof, as shown above, with a couple of curved tentpoles and some zipties. No more flapping.
The only other point to make is that, since the fans are drawing in atmospheric air, the inlet moisture content on a wet day is at 100% humidity. I was curious (since I know a bit about engineering thermodynamics) to discover what the net rate of drying inside was. It turns out that, on the wettest day possible, 5% of any liquid water evaporates overnight (and is removed via positive pressure driving air through the zips and gaps).
The website for this product is ghastly (draping miniskirted women over Ferraris is such a limp sales ploy) and I'd be happier if they'd show more interest in licensing my design modifications. Otherwise, it's working well. I'll keep you posted.


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Check out here our available hard drives and check here on the manufacturer's website which hard drives are compatible with the NAS enclosure.
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For more information visit Asustor's website or try a Live Demo of Asustor's ADM GUI.


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dr.fone - Recover (iOS)
Recover deleted data from iOS devices, iTunes and iCloud backup files.
We often get messages from our customers like this:
I mistakenly deleted my notes on iPhone. There is some important information in my Notes which means a lot to me. Could someone help me to recover my deleted notes on iPhone? Thanks!
Actually, it is not uncommon to lose data on our iPhone. Just as in the above case, it seems that one of the most common pieces of data that we can lose from our iPhone is our Notes. This can be a problem to make recover notes from an iPhone,specially if we keep reminders for various aspects of our lives. The notes can be important. Do not worry, we can help you. It might now be very important to have a reliable way to recover our notes. We are going to introduce 3 different ways to recover deleted notes on iPhone. We hope this helps.
There are many data recovery tools on the market. Of course, we suggest that the original is the best, dr.fone - Recover (iOS), with the highest recovery success in the business and many other benefits:
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This is the window where you can choose which items you want to recover.
It could not be clearer really, could it?
There you are – three notes ready to be recovered.
If we have backed up iPhone with iTunes before, then we can easily retrieve our deleted notes from the iTunes backup. The process is similar, a little easier and faster, but it will not include notes which have been made since the last backup.
These are the backups found on the computer.
Smiles all around.
We can offer you one more way to recover/retrieve deleted notes on iPhone. If, for some reason, you do not want to use either of the previous approaches, it is good to have another choice.
We hope you know these items, that they were not stored on the missing Note!
Please take a moment to carefully choose the correct iCloud backup file.
Everything is good!
We hope that having seen the easy, comprehensive choices which dr.fone will give you, that you will choose to give our tools a try. Join the millions of users who, over the last 15 years, have had confidence in our products.
We would be very happy to talk you further about this or any other issue you might have with your iDevice.
Recover deleted data from iOS devices, iTunes and iCloud backup files.
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Go from city to world's largest active volcano crater on this all-inclusive tour from Alajeula to Poas Volcano National Park with a local community guide!
Get away from the hustle and bustle of San Jose and head to Alajuela, a small city but still with many things to do and see.
On this tour you will wander around the culturally steeped streets of Alajuela by visiting cultural centers, highlights and walking through the winding streets of this beautiful city.
The tour will end with an absolutely awe-inspiring hike through the cloud forest of Poas Volcano National Park. Experience one of the biggest active volcano craters in the world on this city to nature tour!
3 hours
This tour will take you into the heart of Alajeula, a small city away from the capital of San Jose.
Your adventure will begin in the main plaza of the famous Juan Santamaria in front of the Municipal Theatre of Alajuela.
This building has a long history and has existed since the beginning of the 20th century. Your guide will take you around this area and learn all about the building's heritage as well as stories.
After, you will visit the Cultural Center of Alajuela, which is housed in the former Municipal Palace. At that point you will learn all about the culture and architecture of the cultural center and after wander through the city's various streets and winding roads.
You will then get to dive into the local cuisine by visiting a local bakery and eating freshly baked Costa Rican pastries and freshly brewed cups of Costa Rican coffee.
After touring around the city of Alajuela you will then hike up into the cloud forest of the famous Poas Volcano national park.
At Poas, your guide will take you around to explore one of the largest active volcano craters in the world and you will hike through the beautiful Botos Lagoon and learn about the fragile eco-system states in Costa Rica.
The tour will end after the hike with a delicious traditional lunch at a family-owned restauraunt.
Departure time: 8:00 am
After you book your experience, you will receive a confirmation email from us confirming that your payment went through. You will then be connected directly to the tour operator, in case you have any further questions. We are also happy to answer any questions about the tour, or travel in general in your country of destination.


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Capture and exchange the business-critcal information your business needs.
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