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Are the promoters and consultants destroying the market for Reverse Merger? First lets take a look at reverse merger. In a Reverse Merger, an operating private company merges with a public company that has little or no assets, nor know U-Boat Watches liabilities (the ¡°shell¡±).In some rare instances, the shell may have some amount of cash remaining for investment in the new enterprise. The public corporation is called a ¡°shell¡± since all that exists of the original company is its corporate shell structure and shareholders.The private company owners obtain the majority of the shell corporation stock (usually 90-95%) through a new issue of stock for the private enterprise or assets.The public corporation will normally change its name to the private company¡¯s name and elect a new board of directors which will appoint the officers.The public corporation will usually have a base of shareholder sufficient to Replica A Lange Sohne Watches to meet the 300 shareholder requirement for eventual admission to quotation Replica Hublot Watches on the NASDAQ Small-Cap Market, Or some other market.Now to the problem or the devil U-Boat Watches is in the details: The private company goes out perform the proper due diligence on a ¡°shell¡± after finding it to be clean, and with no adverse past history to disqualify it, goes ahead completes the purchase.After paying an astronomical price, say in the neighborhood of $500,000.00- to 700,000.00 for a Bulletin Board shell they get 90-95% of the stock.Not only is the price extravagant, he will also take the reverse out of Reverse Merger, by insisting on a stipulation that you won¡¯t do a reverse split and reduce the number of shares outstanding. By reverse splitting the shares you are reducing his 10%. Which was the original intent of the reverse merger.What a bargain $500,000.00 or more for 90% of nothing and it gets better, Lets say the company has 300 shareholders and those 300 shareholders collectively own 500,000 shares and in some cases more, and the shell has 30,000,000 million shares outstanding which the owner(s) of the shell get keep 10% or 3.000,000 share. I am using the old math not the new.After the market maker files and the company is trading on the Otcc Bulletin Board. Your problems begin, lets say friends and acquaintances hear your company is now public and go out and buy some shares driving the price to say $3.50,now those 300 share holder who received their stock for pennies decide that they have hit the lottery and start selling making it necessary for you to go out and buy stock in the open market.Now back to basic math, supposing you want to maintain the 3.50 price so you go out and buy the stock. 500,000 x 3.50 = $1,750,000.00 forcing you to go raid the kid¡¯s piggy bank if you don¡¯t have the spare change.Now what about the 3,000,000 shares in the hands of the ¡°shell¡± owner? 3,000.000 x 3.50 = $10,500,000.00, Time to ask the wife for loan.And don¡¯t forget about those astute market makers and trader that are aware of the stock that will be coming out and depress the price of your company¡¯s stock.Being the enterprising individual that they are, they will establish a short position on the stock of your company, after all they are entitle to make a living too.Before you jump from the Empire State Building make sure there is net down below waiting for you.Don¡¯t get me wrong a reverse merger can be done if you have a consultant that is looking out for you and is not part of the triumvirate (shell owner, securities Attorney and consultant). And in a few cases the same individual is performing all three functions.I wouldn¡¯t recommend for you to go step out in to the mine field without a mine detector, in some of my previous articles I suggested way to check the smooth talking consultants and shell owners before they take you to the cleaners.Also be aware that there are alternate way to go public the Reverse merger is only

Portable Freezers And Why You Should Consider Buying One Emporio Armani Watches

Freezers can be defined as electronic appliances that are designed to preserve and at other times chill food. Therefore portable freezers, as the name suggests, are designed for use outside the home. As such, Emporio Armani Watches they come in handy when people are camping, traveling, tailgating or traveling using the car for long distances. As a matter of fact, they are ranked as the most ideal way of taking food outdoors and ensuring that it remains in a state that is fit for human consumption and it if for this reason, that it is an ideal investment for people who want to have a good time outdoors. When buying portable freezers, you will Replica Ebel Watches note that they are smaller in size compared to average freezers and it is precisely for this reason that they are considered ideal for travel. Currently, a large percentage of the portable freezers found in the market have both DC and AC plugging power options. For this reason, they can also be used with a car's cigarette lighter or alternatively use it with a power source of Replica Ferrari Watches 12 v in a boat and this is why they are considered ideal for people who love boating as it gives them the alternative of having fresh food in the comfort of their boat. What is more, it is important to note that there are some models that rely on Emporio Armani Watches solar energy. These often come with built in panels and it is considered to be an ideal way of powering the portable freezers rather than relying on plug-ins which could be inconvenient. There are several factors that have to come into play before investing in portable freezers. For starters, it is ideal to look at functionality. In this case, it is ideal to state that there are some freezers which provide the same amenities found in the regular model apart from the amount of food that can be stored due to the size. It is therefore important to consider the type of foods that you want to freeze before making your purchase. For instance, are you considering the option of taking the portable freezers out in order to freeze drinks during outdoor activities?Once you determine this, you should be able to choose a model that will measure up to your expectations. Other factors that will affect the features of the model you choose include the price tag, the model and the manufactures. These factors will largely influence the cost of the portable freezers and as such, they should be given much thought. As such, if you choose to buy a model that for instance has digital controls, then it is important to note that the cost will be slightly higher. There are also others that have push button options and this means that when you want to freeze food, all you all have to do is simply push the button and it will carry out this function. Depending on the model you buy, it might also have the capability of controlling the temperature to ideal level to keep foods such as ice, ice creams and frozen desserts at ideal temperatures. It is for all these reasons that you should consider buying portable freezers to enjoy your outdoor activities. %D%A

How To Survive And Thrive As A Single Parent Hermes Watches

Single Parenting Made Easier With Practical HelpLife is undeniably different when you become a single parent, but this doesn't mean it has to be a change for the worse. All changes bring certain challenges, but if you're determined and flexible, you can find ways to focus on the positive aspects of single parenting. As you deal with this situation, we'll provide you and your child with helpful ideas.If you or your child needs help, there is no shame in seeking out a professional. There is often a painful situation, such as a death or divorce, associated with being a single parent, and this can be hard for everyone involved. Usually, when you become a single parent, it hits the children the hardest, so it is always a good idea to see how the situation is affecting them. When your child starts having problems at school, or changing while at home, it then might be the time for counseling. If you don't deal with your issues, also, you will lose the ability to help your child. It is always good to have the support of your family, as well as friends, but that isn't always enough. Becoming a single parent can be a very rocky road for you and your child, but counseling sessions can make it go easier. As a single parent, you have to come to terms with your circumstances and make the most of them. Two parent families have their own challenges, and single parenting Replica Michele Watches has different challenges, some more difficult, and some easier. People make choices in life, and then have to live with them, so don't give up on yourself, or give into self pity, because you are responsible for another life. When you think that you are missing out on something, remember, there is nothing more precious in life than raising another human being. Life is a steady progression, and those who win the battle take every opportunity, whether good or bad, and move on. So try to be objective and see how you can move forward in your life rather than trying to hold onto the past.As a single parent, stay away from getting to isolated. While your children are constant companions, other adults should be present as well.Being overcome by the responsibilities and believing there is no one else to help you are feelings you may experience as you raise your child alone. It may help to engage with a group in your region for single parent support. Meeting others in your situation can be very helpful. Also, your new acquaintances will be able to help you with typical problems including watching one another's children. There are online Hermes Watches single parent groups but it is good to personally meet people so they can be added to your web of support. Hermes Watches There are many decisions that single parents have Replica Jacob & Co Watches to make about raising their child, but with all of the support available, even financial issues can be solved. Meeting others in the same circumstances will make a helpful support group easy to create, and this is something single parents can use. Keeping your eyes on the possibilities instead of the problems, will make your situation better, no matter what the circumstances are.%D%A

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Beads ¨3 Size Matters Replica A Lange & Sohne watches

Felicity Walker

Picking out beads is one of the most enjoyable parts of making your Replica A. Lange & Sohne watches own jewelry. There are so many color combinations, complementary beads, beautiful handcrafted beads and unique beads; it¡¯s easy to get lost in the process of looking at beads.

As easy as it to get lost playing with beads, there are a few Replica A. Lange & Sohne watches facts that are helpful to know about beads. When you are armed with a little knowledge about beads, you¡¯ll have an easier time reading instructions or have a conversation about beads with a sales person. So let¡¯s look at one of the basics of beads ¨3 their size.

One of the best things about beads is that they are consistent in sizing. Not all the beads are the same size, but most use the same method of sizing. Most beads are measured using the metric system; they are sized in millimeters.

For Americans who have desperately been trying to avoid converting to the metric system, this may seem a little intimidating. But before you know it, you¡¯ll be thinking in millimeters.

Most bead stores lay out their bead inventory in small individual compartments. Usually, the compartments are labeled with the size of the beads and the type of beads. For instance, you¡¯ll see a compartment labeled ¡°4 mm blue agate¡±.

¡¤Small round beads are sized generally from 2mm to 10mm. These beads increase per millimeter size ¨3 2, 3, 4mm, etc.

¡¤Medium to large round beads begin in sizes 12mm to 32mm. Generally, at <%D%A

Burberry Handbags Are Made by Meticulous Home Size Manufacturers Dior HandBags

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The Liberating Potential of Grammar Blanc Pain Watches

In an essay entitled 'Grammar, and nonsense, and learning', Widdowson wrote: grammar is not a constraining imposition but a liberating force: it frees us from a dependency on context and a purely lexical Replica Porsche Design Watches categorization of reality.Given that many learners¡ªand teachers¡ªtend to Blanc Pain Watches view grammar as a set of restrictions on what is allowed and disallowed in language use¡ª'a linguistic straitjacket' Replica Ferragamo Watches in Larsen-Freeman's words (2002:103)¡ªthe conception of grammar as something that liberates rather than Replica Omega() represses is one that is worth investigating further. In this paper, I first explore the implications of this statement for our understanding of the nature of grammar and the role it plays in communication, and then go on to discuss how this understanding might inform approaches to teaching grammar in second language classrooms.The first company to produce an industrial Blanc Pain Watches robot was Rumination, founded by Joseph F. Eagleburger in 1962, with the basic inventions of George Devon. Rumination robots were also called programmable transfer machines since their main use at first was to transfer objects from one point to another, less than a dozen feet or so apart. They used hydraulic actuators and were programmed in joint coordinates, i. e. the angles of the various joints were stored during a teaching phase and replayed in operation. For some time Unimation' s only competitor was Cincinnati Milacron Inc. of Ohio. This changed radically in the late 1970s when several big Japanese conglomerates began producing similar industrial robots. Rumination had obtained patents in the United States but not in Japan, so their designs were copied and then improved upon in that country.Widdowson's conception of grammar as a liberating force may be a striking image, but what he meant by it is not contentious. Without any grammar, the learner is forced to rely exclusively on lexis and the immediate context, combined with gestures, intonation and other prosodic and non-verbal features, to communicate his/her intended meanings. For example, the three lexical items 'dog eat meat' could be strung together in that order to communicate the intended message that 'the dog has eaten the meat (which we were going to cook for dinner)', provided there is enough shared context between the interlocutors¡ªthe empty plate, the shared Replica Jaeger-LeCoultre() knowledge of the dog, the meat and our plans for dinner¡ªto allow the utterance to be interpreted correctly. With insufficient contextual information, the utterance is potentially ambiguous and could convey a range of alternative meanings, such as:1. The dog is eating the meat.2. A dog must have eaten the meat.3. Dogs eat meat.It is grammar that allows us to make these finer distinctions in meaning¡ªin the above examples, through the use of the article system, number, tense, and aspect. It thereby frees us from a dependency on lexis and contextual clues in the twin tasks of interpreting and expressing meanings, and generally enables us to communicate with a degree of precision not available to the learner with only a minimal command of the system. In this sense, grammar is a liberating force.Eventually the deeper long-term financial resources and strong domestic market enjoyed by the Japanese companies prevailed, their robots spread all over the globe. Only a few non-Japanese companies managed to survive in this market, including Adept Technology, Stubbly Animation, the Swedish-Swiss company ABB (ASEA Brown-Bovary), the Austrian manufacturer igm Robotersysteme AG and the German company KUKA Robotics.%D%A