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Cap tables, share structures, valuations, oh my! A case study of early-stage funding

For many entrepreneurs, especially first-time founders, raising outside capital can be daunting. Between all of the new vocabulary — like “term sheets,” “capitalization tables,” “pro rata” and different valuation metrics — and the very real legal implications of the agreements being signed, it’s easy to get overwhelmed.

When you’re first starting out (or just need a refresher), it’s often best to learn from examples. So, that’s what we’re going to do today. We’re going to explain the basic mechanics of the first rounds of funding, some of the key terms involved and how different types of financial instruments and deal structures work. Let’s start a company and build a capitalization table! And, for the sake of keeping this accessible, we’re going to try to keep the terms simple.

(Also note: All companies and funds mentioned in this article are fictitious and presented for the sake of example. Any resemblance to real firms is purely coincidental.)

Founding a new company

Let’s start at the beginning. Imagine two founders, Jack and Jill. Their idea: The Internet of Wings, a buffalo chicken restaurant featuring drone delivery to all of Silicon Valley and beyond.

They work with a lawyer to set up a corporation. The two decide to split their stakes at a 60-40 ratio, with the majority going to Jill because she’s going to serve as CEO and has the technical background to make the scalable part of the business — drone-based delivery — a reality. They also decide to set aside 20 percent of the shares in an equity pool for future employees. So, here’s how the ownership stakes break down at the start:

  • 48 percent to Jill
  • 32 percent to Jack
  • 20 percent for an employee pool

Internet of Wings Inc. (abbreviated IoW, like IoT, but involving poultry) was established as a Delaware C corporation — the standard type of legal entity for venture-backed startups — with 10,000,000 shares of Common Stock outstanding, issued at a par value of $0.001 per share. With this, in the eyes of the law, the company is now valued at $10,000. Here is the capitalization table for the company at this point:

Jack sets to work developing a chicken sandwich that appears to be lovingly hand-crafted, even when produced at industrial scale. And he may or may not have taken “inspiration” from Apple’s patented pizza boxes when creating packaging to keep the sandwiches intact and warm, but not soggy, during the short airlift from IoW’s rented kitchen space to the customer. Meanwhile, Jill hacks together a drone capable of flying chicken sandwiches hither and yon.

After months of working nights and weekends, they go to a park — their Kitty Hawk — and successfully make their first flight, which was captured on video and subsequently went viral on Periscope. With demonstrated demand for the novel idea but no cash to cover the costs of the business, Jill determines it’s time to raise some outside capital in a seed round.

Seed-round dynamics

Seed rounds come in two main flavors: priced and unpriced. A priced seed round is much like any other round of funding in that the company is given a valuation, and shares in the company are purchased for cash by investors at a price determined by that valuation.

But today, due to their popularity relative to their priced cousins, as well as their unique structures and financial instruments, we’re going to focus on unpriced seed rounds in this section.

As the name suggests, in an unpriced round, the company is not given a valuation, and the investor isn’t necessarily purchasing a known amount of equity at the time of investment. Rather, it’s an agreement between the investor and the company to issue shares in a future, priced round in exchange for an infusion of cash at the time the unpriced Seed deal is struck.

The two most common financial instruments used in unpriced seed rounds are convertible notes and so-called Simple Agreements for Future Equity (or “SAFE notes”). A convertible note is a financial instrument that is issued first as debt, but then converts to equity under predetermined conditions, such as raising a priced round. A SAFE note is like a convertible note, except it’s not a debt instrument, meaning that SAFE notes don’t carry an obligation to pay interest. Introduced in late 2013 by Y Combinator, the prominent Silicon Valley-based incubator program, SAFE notes are generally thought to be more founder-friendly than convertible notes precisely because they aren’t treated like debt, so they don’t have a maturity date or interest payments associated with them. And as an added point of convenience, the agreements tend to be short, and there are comparatively fewer terms for founders to negotiate.

Risk management

Because seed investors take on a lot of risk by investing in very early-stage companies, they’ll oftentimes add a number of provisions to their investment agreements to ensure they get a sufficiently large piece of the company to justify that risk. Two of the most common provisions in unpriced rounds are “discounts” and “valuation caps.”

True to its name, a discount provision grants investors the right to purchase shares at a discount from the price of shares in the next funding round. In this case, the next round is Series A, which is typically the first priced funding round a company experiences (and the point at which the convertible note or SAFE would convert to shares). Separately, a valuation cap puts a ceiling on the valuation of the company such that the investor can ensure they get a certain percentage share of a company. This helps prevent a runaway valuation from squeezing the percentage share they’d be able to purchase in the company.

The seed deal

Back to Jack and Jill. They decide to raise capital in an unpriced seed round for their startup. They figure they need to raise $5 million to get their company off the ground. After soliciting introductions from their network, and lots of back and forth, they find two investors eager to commit the entirety of the round.

Opaque Ventures agrees to a $2.5 million SAFE with a 20 percent discount provision, and BlackBox Capital will invest $2.5 million in a SAFE that has a $10 million valuation cap on the company’s pre-money valuation. Agreements are signed, money is wired to the company’s bank account and Jack and Jill resume the process of building their venture.

It’s important to note that at this time no new shares have been created, and the value of the company remains the same because, again, this is an “unpriced” round where no new value is assigned.

Series A dynamics

Fast-forward 18 months. Business is booming, with a fleet of drones buzzing all around the Bay Area delivering chicken sandwiches to hungry customers. Jill and Jack have marshalled the financial resources from their seed round well, having invested heavily in R&D, a few good engineering hires and a few agreements with drone manufacturers overseas. But despite rapid growth, the company isn’t profitable and only has eight months left before it runs out of cash.

It’s time to raise a Series A round. If a company hasn’t already raised a priced round, Series A is typically when the shares of a startup receive their first valuation.

Amongst venture capitalists and other startup investors, it’s common to hear two types of valuations mentioned: “pre-money” and “post-money.” Put simply, a pre-money valuation is the value of the company prior to (hence “pre-”) the round’s infusion of capital. The post-money valuation is the value of the company after the round is complete, and it’s usually calculated by adding the amount of money raised in the round to the pre-money valuation.

The deal

Jack and Jill went to Sand Hill to raise their Series A. They want to raise $7 million. They meet with many, many investors, and ultimately work out a deal with two new firms. One of their previous investors, BlackBox, opted to participate in the round. Here’s the breakdown:

  • Cormorant Ventures will lead the round by investing $4 million
  • Provident Capital is participating with its investment of $2 million
  • BlackBox Capital rounds out the round with $1 million

Analysts at Cormorant Ventures determine that Internet of Wings Inc. is worth $15 million prior to any investment. This is its “pre-money valuation.” Although it’s tempting to think that the company’s post-money valuation would be $22 million (by summing the pre-money valuation and the amount being raised here) we’ll see that the post-money valuation is actually a bit higher due to the discount and cap provisions used by the seed investors.

The final signing of checks and legal paperwork sets off a cascade of conversions and capitalization table adjustments as the company issues new shares to its investors.

Seed conversions

Let’s start with our seed investors whose investments will convert to equity at this stage.

Opaque Ventures invested $2.5 million in a SAFE with the ability to purchase shares at a 20 percent discount to the pre-money valuation at Series A. The Series A price is $1.50 per share ($15 million pre-money valuation divided by 10 million shares, the number of shares originally created when the firm was incorporated, which we noted earlier), so at a 20 percent discount ($1.20 per share), Opaque Ventures’ $2.5 million investment converts to 2,083,333 shares ($2.5 million divided by $1.20 per share) valued at $3.125 million, a 1.25x multiple on invested capital.

In the seed round, BlackBox Capital invested $2.5 million in a SAFE with a valuation cap of $10 million. This allows them to purchase shares at $1.00 per share ($10 million cap / 10 million shares outstanding), resulting in the purchase of 2.5 million shares from their seed investment. At the new $1.50 share price, BlackBox Capital’s seed investment is now valued at $3.75 million, a 1.5x multiple on invested capital.

Series A investors

At a Series A stock price of $1.50, Cormorant Ventures purchased 2,666,666 shares with its $4 million investment. Provident Capital purchased 1,333,333 shares with its $2 million investment. And with its $1 million follow-on funding in the Series A round, BlackBox Capital purchases an additional 666,666 shares of Series A stock.

Ownership breakdown

Here’s how the ownership of the company breaks down after the Series A round. Let’s start first with our capitalization table after the Series A funding round is complete:

The post-money valuation of the company after raising its Series A round is roughly $28.875 million. Recall our temptation to say the post-money valuation should be $22 million ($15 million pre-money valuation plus $7 million raised in the round), but that would be incorrect in this case.

Clauses like valuation caps and discounts allow investors to purchase shares at a price lower than the prevailing price per share. This increases the number of shares they are able to purchase, and thus results in more shares being created.

To further illustrate that, let’s think about what would have happened if IoW’s seed investors didn’t implement caps or discounts. They would have been issued stock at the regular share price of $1.50 and, accordingly, wound up with a smaller percentage of the company. The terms they put into their investment agreements both raised the post-money valuation of the company by generating more shares and served to give these investors a larger chunk of the company than they’d otherwise be entitled to if they purchased shares at the $1.50/share price paid by Series A investors.

Here’s the percentage breakdown of the company’s different share classes between seed and Series A rounds:

One of the other important things to note is that, on a percentage basis, Jack, Jill and the employee equity pool’s relative share of the company has decreased on a percentage basis. This is known as dilution. Financially, dilution isn’t really a big deal, because even a shrinking slice of the proverbial pie is still valuable if the size of the pie — the value of the company — continues to grow. For example, although holders of Common Stock own just 52 percent of the company after its Series A round, their collective stake is now valued at $15 million. And so long as share prices continue to increase in subsequent rounds, the value of their stock will continue to increase, as well, even as they continue to be diluted.

(Down rounds flip the math here, both diluting current shareholders and driving down the value of their stake. More on that in a coming piece.)

Where dilution does matter, though, is in the control and voting structure of the company. In most voting agreements, voting power is often tied to the number and type of shares held by a given shareholder; founders and other investors can find themselves outnumbered during key votes as their percentage ownership of the company is diluted. This is the principal reason why many investors include anti-dilution provisions — to maintain their control in a company.

What we learned

Raising outside money is one of the more esoteric aspects of being an entrepreneur, but it doesn’t need to be confusing. Although we used relatively simple terms here, we discussed the differences between pre- and post-money valuations, saw how different types of deal terms affect valuation and percentage ownership and explained how raising new rounds of funding can lead to dilution of founders’ and early investors’ stakes in a company over time.

Things are often considerably messier in the real world, but the underlying mechanics discussed here still hold.

Top image credit: iStockPhoto / gorodenkoff

Wing-Drone Image: Li-Anne Dias

Read more: https://techcrunch.com/2017/09/06/cap-tables-share-structures-valuations-oh-my-a-case-study-of-early-stage-funding/

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Mom Walks In On Dad And Daughter Doing Something Almost Too Sweet For Words

So often, the most precious moments between parents and their children aren’t caught on camera.

Even though cameras are constantly at our fingertips, living in the moment means putting our phones down and really paying attention. And kids need A LOT of attention. Every now and then, though, someone captures a truly special interaction.

When one mom walked into the kitchen and saw something beautiful happening between father and daughter, she pulled out her phone and captured this.

These two are the sweetest. Totally adorable.

She’ll be able to cherish this bonding experience with her father for the rest of her life. Tell us about your favorite father-daughter moments in the comments!

Read more: http://www.viralnova.com/kitchen-dance/

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Europeans need not apply: evidence mounts of discrimination in UK

Government investigates evidence EU nationals are blocked from jobs and from renting or buying homes

The government equalities office is to examine growing evidence that EU nationals in the UK are being illegally prevented from renting or buying properties, getting jobs and booking holidays.

Nick Gibb, the equalities minister, said he was responding after Labour and the EU citizens rights campaign group the3million sent him a dossier of more than two dozen examples of job, housing and other adverts, many of which invite applications only from those with UK or Irish citizenship.

In a parliamentary answer, Gibb told MPs that he office is aware of, and is looking into reports of rising discrimination against EU nationals looking for work in the UK or buying property and services after Brexit.

Campaigners repeatedly found job adverts that clearly specify that those applying must have British passports. Examples collected include an advert for a graduate sales executive in Bristol specifying German language skills but restricting the job to full UK passport holders. An advert for a Solihull-based research job with an international management consultancy specified that the candidate must have the right to stay and work permanently in the UK, and a valid UK passport. Another job recovering hire cars from France and Spain and delivering them back to Britain was restricted to UK passport holders only.

Other examples collected by Labour and the3million included:

  • Rental properties advertised for UK citizens only or outlining different terms for EU nationals.
  • Travel agencies declining to take bookings from non-British or non-Irish citizens and cancelling the holidays already booked by EU nationals from other countries.
  • A law firm advising that employment contracts incorporate clauses that specify that the loss of right to work will result in immediate dismissal.

However, a number of the companies included in the dossier mostly little-known firms or agencies said their ads were either old, made in error or posted with a typo when contacted by the Guardian. Two said their original advertisements involved administrative or clerical errors and had been reposted with clearer wording.

The Guardian spoke with a number of EU nationals who recalled recent instances of discrimination. Natasha, a 42-year-old Polish teaching assistant who asked for her surname to remain private, said she was completely blindsided when a education recruitment agency asked her for proof of permission to work in the UK.

I was completely taken aback and thought it must be incompetence but their response was very confused saying I need a permanent residency document or a work permit, neither of which you need, said Natasha, who has been in the UK for six years and entitled to work under EU law.

It freaked me out. At the time I needed work.

She added that she and her friends are also afraid to move from rented accommodation because landlords dont know if they will make them secure tenants after March 2019.

Labour MP for Sheffield Central, Paul Blomfield, who forwarded the examples to ministers, said he was deeply concerned that EU nationals were experiencing discrimination within the service industry and within the labour market.

The junior shadow Brexit minister said: I am sure that you would agree these reports are a cause for alarm, reflecting uncertainty across the business sector and discrimination experienced by EU nationals. The lack of detail forthcoming from the government is contributing to this climate of uncertainty and confusion.

A Commons written answer by Gibb, slipped out on Saturday, responded by saying that Britain had some of the strongest anti-discrimination laws in the world and pledging to ensure that these rights were protected.

The government equalities office is aware of, and is looking into, the reports of discrimination against non-UK EU nationals seeking employment which [have been] forwarded to the secretary of state for exiting the EU, it said.

The GEO sponsors the Equality and Human Rights Commission, which has powers to enforce the Equality Act 2010 in cases where it suspects unlawful discrimination in employment may have occurred.

The Department for Education confirmed it was looking at the dossier of evidence supplied to it but denied that the investigation constituted any form of official review or inquiry.

Blomfield responded to the announcement of the review saying: This investigation into these extremely worrying cases is welcome, but it must lead to action. The government needs to be clear that discrimination will not be tolerated.

A 41-year-old German woman who arrived in the UK in 1998, who preferred to remain anonymous, said she was refused a test drive at a car dealership in Stockport because her driving licence was European and due to Brexit no longer valid.

She said: I felt angry, upset and singled out. My other half (British) got very annoyed and verbal. My other half tweeted outrage and they replied to him and said to get in touch with head office.

Another woman in Edinburgh, 48, who arrived in the UK from Greece 25 years ago, said she was told she needed a British passport to apply to finance furniture.

I was committed to make a big purchase and I had to break it, she said. In the end I paid for 1,500 worth of goods and the rest of the kitchen units were bought by my joiner. I was denied a financial service by an EU company operating in the UK due to my EU passport. This does not feel right. I think some people are using Brexit as an excuse to bully us.

A spokesperson for the3Million campaign group said the dossier was only the tip of the iceberg: Discrimination is subtle and often hard to prove. The examples we have seen in job adverts are only the tip of the iceberg.

Read more: https://www.theguardian.com/politics/2017/sep/11/no-europeans-need-apply-growing-evidence-discrimination-uk-brexit

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This NASA-backed experiment raises a big point about overcoming conflict.

When your roommate eats the last Oreo in the freezer, that’s an annoyance. When your roommate eats the last Oreo you’ll see in months, you might have a problem.

On Sept. 17, six volunteer crew members emerged from eight months of isolation. Their quarantine, part of a NASA-backed study by the University of Hawaii, could one day help humanity plan a drama-free Mars mission.

For the last eight months, the six volunteers lived in a tiny shelter on the slopes of an active volcano, sharing their living space, meager kitchen, and solitary shower.

From a distance, their house-sized habitat looked like a golf ball sitting in the loneliest sand trap in the universe. Photo from HI-SEAS V Crew/University of Hawaii News/Flickr.

The shelter wasn’t exactly luxurious. Sleeping spaces were small, food mostly came in freeze-dried pouches or cans, and communication with the outside world was purposefully delayed 20 minutes to simulate vast interplanetary distances.

And outside? The forbidding, rocky landscape of Hawaii’s Mauna Loa volcano surrounded them. If that wasn’t discouraging enough, actually going outside was strictly limited: teams only and spacesuits mandatory.

Given all that, it’d be understandable for everyone to get a little cabin fever. But that was the point.

If we want to send humans to Mars, it’s going to mean asking them to spend a long time alone — at least a year. And with even relatively simple, robot-based Mars missions costing a few billion dollars, we don’t want personality problems derailing a mission. This study will help NASA learn how to help people get along during their long spaceflight.

The HI-SEAS V crew. From left to right: Brian Ramos, Laura Lark, Ansley Barnard, Samuel Payler, Joshua Ehrlich, and James Bevington. Photo from University of Hawaii News/Flickr.

The group used a variety of methods to track their emotional states, from journals to voice recorders. They also tested ways to de-stress, like using virtual reality to take a trip to a tropical beach.

One big takeaway? Even the best teams have conflict sometimes. What’s important is how you deal with it.

“We’ve learned, for one thing, that conflict, even in the best of teams, is going to arise,” principal investigator and professor Kim Binsted told the AP. “So what’s really important is to have a crew that, both as individuals and a group, is really resilient, is able to look at that conflict and come back from it.”

Binsted couldn’t share any details about this year’s crew but said in an email that past crews have dealt with things like miscommunications, the stress of problems back home, and — yes — what to do when a favorite food runs out.

This was the fifth of six planned missions. For their efforts, the newly-freed crew was rewarded with a buffet of food, including fresh pineapple, mango, papaya, and doughnuts. None of it appeared to have been freeze-dried.

NASA hopes to send humans to Mars as soon as the 2030s.

Read more: http://www.upworthy.com/this-nasa-backed-experiment-raises-a-big-point-about-overcoming-conflict

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Mom Catches Boyfriend Cheating & Heads to Abortion ClinicThen a Card Falls Out of Her Wallet

What do you do when you’re a single mom with three small kiddos, a cheating boyfriend and a positive pregnancy test? For Kimberly Henderson, the only thing to do was seek help at an abortion clinic.

She couldn’t bear to face people, and the world, as a single mother with FOUR children.


Photo/Kimberly Henderson

Kimberly spent seven hours in the waiting room of an abortion clinic, trying to convince herself that she was OK with what was about to happen.

“I sat in the abortion clinic for nearly 7 hours. I remember wearing a pink t-shirt that was soaking wet from crying.”

There’s no doubt that Kimberly knew she was making a terrible mistake. God says He has better plans for us though, and this sweet mama is living proof of that.

“Today I was at the abortion clinic. I had my mind made up. My boyfriend was cheating on me. I have small kids, what will people think?? I kept telling myself I’m all alone I need to do this. Sitting there..I could hardly make out anyone or anything through the tears. People were eating fast food around me, laughing, texting. I on the other hand was a wreck. I kept my face down, my face was drenched in tears. I kept telling and giving myself every reason to go through with this even though I did not believe in it. I kept saying I’m on birth control this could not happen..I kept trying to justify it. But my heart was heavy. I felt like I was about to make a horrible horrible decision and God was giving me signs to not do it.”

God was literally throwing road blocks at Kimberly all day. Everything from a sick kiddo, finding a babysitter, getting lost and missing her appointment were the signs she knew God was giving her.

“I woke up this morning, my daughter was sick I had to find a sitter, I got lost, my car broke down for about 15 mins and I got here late but they still got me in. I prayed God would stop and give me a sign, give me the strength to get up and walk out of here..

The lady called me to the desk. Last step before you go back. I fumbled through my wallet to find my drivers license and out fell a card a couple left on the table Saturday night when I was working… It had their church name on it.. On the back was a common verse…

‘Don’t be afraid, for I am with you. Don’t be discouraged, for I am your God. I will strengthen you and help you. I will hold you up with my victorious right hand.’ Isaiah 41:10
I knew God was speaking to me.”

Not only was God giving her signs, but also angels!

“Two of my best friends called me just in time and said the most comforting things. ‘I will be there for you..There’s a reason God gave you that gift.’”

Kimberly had made up her mind and was ready to leave the clinic, and was reminded one more time that she was 100 percent making the right decision by keeping this beautiful little blessing.

“I told the lady I changed my mind. As I was about to walk out. A young girl no older than probably 19 says to me..”Are you going to do it?” I told her I couldn’t.. She said..”I wish I could be brave like you..” I told her she was brave and she could do the same thing. She said she had to do it because of some serious circumstances.. As I turned around she said..”When you see your baby’s face for the first time you’re gonna be so glad you walked out of here today.”

Pouring tears I walked out and felt a huge weight off my shoulders. No matter what your circumstances are God doesn’t make mistakes and he is here for you.”

Kimberly’s testimony is one that speaks volumes about God’s love for all of His children. She says that the Lord’s guidance that day truly changed her life.

Photo/Kimberly Henderson

“Most of all I remember the enormous amount of relief and strength I felt when I walked out those doors. No guilt. No shame. No regrets. I remember feeling that this all… This all has to mean something one day. My daughter Vaida Everly has a purpose. Her name means beautiful life. And lord she is just that.. A beautiful life. After a scary pregnancy, and after countless weak moments thinking I just could not do this by myself.. September 12, 2013, I welcomed my beautiful Vaida Everly into this world with both my best friends by my side.”

That beautiful baby girl, along with the other three incredible children that Kimberly has the privilege of being a mommy to, are her entire world.


Photo/Kimberly Henderson

“I remember seeing her for the first time and bursting into tears. And engraved in my head were the words that girl told me before leaving the clinic that day. “When you see your baby’s face for the first time you are going to be so happy you walked out of here today..” She was beyond right. 6lbs 4oz of pure perfection and no matter what pain I felt physically and emotionally… She gave me a feeling of joy that I can’t even explain. A kind of joy that if a war was going on outside I wouldn’t even know it. I am so in love.

My once tiny 6lb baby is now 18lbs. Full of life. Full of energy. Loves to laugh. Loves to smile.”


Photo/Kimberly Henderson

“And last but not least she is that beautiful baby girl I was singing to at midnight in the kitchen. The video that has touched millions of people all over the world. Singing to her in our kitchen for a memory keep sake is the reason our entire life is about to change. For the good. For the better. She was meant to be here.

I’m so lucky.  “

Read more: http://faithit.com/mom-catches-boyfriend-cheating-heads-abortion-clinic-card-falls-wallet/

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Gwyneth Paltrow’s Goop Under Investigation For False Health Claims

An advertising watchdog has filed a complaint against Gwyneth Paltrow’s now infamous lifestyle company, Goop. The nonprofit Truth in Advertising (TINA) sent out a letter to two district attorneys connected to the California Food, Drug and Medical Task Force, criticizing the company for promoting over 50 unsubstantiated (and illegal) health claims.

“TINA.org’s investigation revealed that the company uses unsubstantiated, and therefore deceptive, health and disease treatment claims to market many of it products,” states the letter.

It’s not the first time Paltrow’s company has been called out for its totally bizarre and in no way scientifically accurate health claims. Remember when Goop told women to put a $66 egg up their lady parts? Apparently, this increases orgasms, hormonal balance and “feminine energy” (whatever that means). Of course, doctors and other health professional responded immediately by pointing out that is utter bullshit.

Goop began life in 2008 as a weekly newsletter, sent straight from Paltrow’s kitchen. Now, it’s a fully fledged online publishing company. This year it even branched out into events, launching the “Goop Wellness Summit” where entry was $500 a pop, but for an extra $1,000 you could have lunch with Paltrow. Visitors could also enjoy a day of crystal therapy, aura reading, and anti-oxidant IV drips, on top of the workout classes and panel discussions.

From wearable stickers made from spacesuit material (false) that “promote healing” (false) to earthing (which has something to do with walking around barefoot, electrical static, and insomnia, but don’t ask Paltrow, she’s already admitted “I don’t know what the fuck I’m talking about!”), the site’s made some pretty shaky health claims over the years. But not only are they touting completely unsubstantiated, and in some case harmful, medical advice, they are selling readers the products they promote at extortionate prices.

The letter continues by saying: “TINA.org has catalogued a sampling of more than 50 instances in which the company claims, either expressly or implicitly that its products – or third party products that it promotes – can treat, cure, prevent, alleviate symptoms of, or reduce the risk of developing a number of ailments ranging from depression anxiety, and insomnia, to infertility, uterine prolapse, and arthritis, just to name a few.”

TINA.org said they’d been in touch with representatives from Goop but when they sent them example links of articles on the website containing false health claims, “the company made only limited changes” to the site. 

“For these reasons, TINA.org urges your office to commence an investigation into the marketing claims being made by Goop and take appropriate enforcement action,” states the letter.

As to whether the California Food, Drug, and Medical Task Force responds to this suggestion, we’ll just have to wait and see.

Read more: http://www.iflscience.com/health-and-medicine/gwyenth-paltrows-goop-under-investigation-for-false-health-claims/

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I’m Just Gonna Avoid The Kitchen For Awhile

Read more: http://www.ifunny.com//pictures/im-just-gonna-avoid-kitchen-awhile/

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Charleston ‘Active Shooter’ Turns Into Hostage Situation In Packed Restaurant

UPDATE 3:30 P.M. EST: According to Mayor Tecklenburg, the situation is over.

In a press conference following the resolution of the hostage situation, the Mayor confirmed the shooter was a fired employee. One person was shot and killed before the shooter took at least one hostage upstairs after the majority of the occupants left the restaurant.

Police eventually shot the assailant, who is now in critical condition.

We’re glad this is all over without further loss of life, but sending love to the victim’s family.


Charleston police are currently involved in what’s being called an “active shooter situation.”

According to local paper The Post And Courier, the gunman shot and wounded at least one person and still has hostages after taking over a downtown restaurant with a gun.

Mayor John Tecklenburg says the situation is “not an act of terrorism”:

“This was not a hate crime. This was a disgruntled employee.”

Local witnesses say an older man wearing a kitchen apron entered Virginia’s brandishing a revolver and said:

“I am the new king of Charleston.”

He then directed customers to the back, where they filed out of the restaurant then gave police their accounts.

SWAT officers currently have the building surrounded.

This an ongoing story, so check back for the latest.

[Image via CNN.]

Read more: http://perezhilton.com/2017-08-24-charleston-active-shooter-police-hostage-situation-restaurant

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Feel Terrible? These 5 Reality Shows Will Definitely Help

Sometimes in life, you need to turn off your brain for awhile in order to properly deal with the myriad things stressing you out. And what better way to do that than by watching a little reality TV? It seems like a good idea until you realize that most reality shows are a frantic parade of “GO GO GO! DID KAREN KISS ADAM? SEAN’S NOT GETTING A ROSE. OOPS, LOOKS LIKE YOU DIDN’T MAKE THE OMELET WE WANTED OUT OF THE PEANUT BUTTER AND HAM POWDER WE GAVE YOU AS INGREDIENTS. YOU ARE ELIMINATED. TIME TO CRY.”

That omelet is suddenly a metaphor for your boss, or your term paper, or all of those banana costumes you shoplifted from the Halloween store. Reality TV feeds on constant turmoil, and watching them to deal with your anxiety is like eating a stranger’s shoes to deal with your lack of human contact. But there are a few shows that reject the all-drama-all-the-time paradigm, and are instead made to actively help you relax. Shows like…

5
The Great British Baking Show (Netflix)

You may think a competitive cooking show could never be relaxing. Far too many of them involve a man with a better haircut than you telling people to go home because they didn’t have the talent to create a filet mignon out of coconut shavings and an old wig. But The Great British Baking Show is not that at all.

First off, it doesn’t feel like a competition in the slightest. A TV competition sort of implies that there would be, ya know, some kind of angry competitive spirit among the contestants, but if you were to cut someone in The Great British Baking Show off in traffic, they would follow you home just to fix you a nice coffee cake. Everyone is so supportive of each other, and it’s not uncommon to see contestants helping each other finish, encouraging each other to keep going when things don’t go as planned, or genuinely congratulating one another on a big win. As someone who’s really used to competitors shouting at themselves and others, it almost seems sarcastic.

It’s so nice to watch a competition show where no one “isn’t there to make friends.” In fact, they’re pretty much all there to make lifelong friends and delicious cakes. And while they bake the cakes and are pleasant to one another, the hosts whisper about how tasty their cakes will be and show you a lovely picture of the best possible version of the cake they are making. At its essence, this show is just British people whispering to you about baked goods. Forget rain or forest noises; I want an app for that to put on when I got to sleep.

The stakes for winning are pretty low, since there is no cash prize. Yeah, everyone wants to win, but no one is there so they can afford cancer treatment for their brother or pay their mortgage or open up their dream Thai/German fusion restaurant. Everyone is there because they are super into baking. It’s basically summer camp for kitchen nerds.

While the formula for most reality shows is Terrible People + Alcohol = Train Wreck, The Great British Baking Show uses Wonderful People + Baked Goods = Peaceful Boat Ride. It’s a fantastic way to remind you that there are good people in this world, and they’re all in Britain, and they all know what a tea loaf is.

4
Property Brothers (HGTV)

Watch two gorgeous men do light construction work on homes that are already perfectly fine to begin with. It sounds like the most boring premise in the world, but Property Brothers is pretty universal beloved. The lamest brother is even going to be on Dancing With The Stars this season, and when Dancing With The Stars says you’re a star who should be danced with, you’ve truly made it.

When you tune into Property Brothers, you already know how every episode will end. No one ever says “Burn in hell, the Brothers Property, as this backsplash looks like turds.” You’ll never hear “I asked for cream tile and this is clearly eggshell, so I guess I have to abandon you to die of exposure on the spacious kitchen island you built for me, you heinous construction siblings.”

The show is routine and predictable in a way that real life isn’t. You never know what’s going to happen when you go to a job interview or out on a date, but you always know that the Property Brothers are going to build a kickass staircase that will make your panties fly off. Then, when you go to get new panties, you find that all of your panties are gone. You go to the store to buy more panties, and the clerk explains to you that all of the panties simply disappeared after last night’s episode of Property Brothers aired. You can’t ever wear underwear again. That’s how good that staircase was.

Sometimes you just want to watch something that you know will not surprise you in any way. Something that won’t challenge you or raise your heart rate by any tiny amount. Property Brothers is comfort food. It’s the mac and cheese of reality TV (Jonathan is clearly the cheese). You know what it’s going to be every time, and every time, it’s delicious mac and cheese.

3
Too Cute! (Animal Planet)

You would be surprised at how few Animal Planet shows can be described with “a show about cute animals.” I thought that was what Animal Planet was for. Having the name “animal” in the title at least implies that it will devote some of its programming to the adorable kinds of those, but apparently it’s now for shows about building tree houses and searching for Bigfoot, an animal I do not find cute at all. Not even a little bit.

I don’t want Animal Planet to find Bigfoot. However, if they have footage of him and a mini pony learning to swim together, I will buy the season box set. And that’s why Too Cute! is perfect for me. It’s about tiny baby animals being too cute. So cute it will burn your skin. The cuteness will rain down upon you, crushing you under its physical weight, but Animal Planet will not relent. The cuteness assails you, no matter how much you beg, and it’s pretty great!

Some people like watching cute animals because it makes them think of the innocence and purity that still exists in the world. And I understand that. Most news stories might as well have the headline “Something Bad, You Just Know It Will Be Something Bad.” Breaks from that to look at wide-eyed baby critters are such a relief. However, I, as a terrible person, have a different motive. I like to look at cute animals and know that I am for sure superior to them without feeling bad for judging someone else. When a stupid hedgehog has its head stuck in a toilet paper tube, I take comfort in the fact that I haven’t gotten my head stuck in anything for like three weeks. Suck it, hedgehog. If you’re failing at even life’s most basic tasks, try relaxing to an episode of Too Cute! and wallowing in your newfound sense of superiority to baby animals.

2
Ozzy And Jack’s World Detour (History Channel)

Want to watch a guy and his cool dad who only speaks in mumbles go on a sweet vacation? Check out Ozzy And Jack’s World Detour. When I found out that Ozzy Osbourne was on a History Channel show, it felt like my life had come full circle. I remember watching him sit around and watch the History Channel all day on The Osbournes. I assume that the channel felt that they owed him for all the free advertising in 2005, and as thanks, offered to pay for him and his son to go on a super chill vacation together while they filmed it. Take that as a lesson: If you like something for long enough, that something will notice that you like it and ask you to be a part of it. Also, this lesson only applies if you’re famous.

Not only does this show radiate with The Osbournes nostalgia, but it also highlights the extremely loving relationship between Ozzy and Jack. No show has ever made me want to call my dad more. It’s getting slightly less rare to see loving families on TV, but there was a recent phase during which every show about a family had to be full of terrible people who hated each other. They might have made up by the end of each episode, but they were never not ten minutes away from smothering each other in their sleep in some kind of weird pillow asphyxiation conga line.

Jack and Ozzy give each other shit constantly, but they never fight, and there’s never any tension between them. They just hang out, sit in gigantic comfy-looking white chairs, hug, and talk about history. Here’s a typical excerpt that highlights their dynamic.

Ozzy: “I hate leaf blowers.”

Jack: “I’m getting you a leaf blower for Christmas.”

Ozzy: “Fuck off.”

Jack: *laughs*

And that’s what true love looks like, people. If you aren’t interested in Ozzy And Jack’s World Detour, you aren’t interested in relaxing family vacations and fatherly love, and I don’t want to know you.

1
Slow TV (Netflix)

“Slow TV” is a big trend in Norwegian television wherein a live event is watched in it’s entirety without editing, and it’s pretty much the best. The most popular Slow TV show, which 20 percent of Norway’s population tuned into at some point, involved four hours of discussion and chopping firewood, then an additional eight hours of wood burning while Norwegian folk music played in the background. That’s it. The closest it got to desperate competition was when they let Norwegians call in and vote on additional log placement while the fire was burning. Basically, this is Norway’s version of American Idol, and the log slightly to the left of center is their Kelly Clarkson.

You can watch the Slow TV magic on Netflix, and they don’t just do firewood. You can also watch a straight sevens hours of salmon fishing, an 11-hour boat ride, or my personal favorite, a 12-hour knitting competition. The knitting show has a segment which shows the process of sweater creation, from shearing the sheep, to spinning the wool into yarn, to finally knitting the sweater, and I watched pretty much the entire four-hour segment. Do you know how low the stakes are in a Norwegian knitting competition? It’s basically telling you “Go ahead. Nap. We definitely don’t mind.”

Why would I do that to myself, you ask? Because there’s comfort in the mundane, and there’s nothing more mundane than four hours of a sweater getting made real good. I don’t do stuff with my hands, so I’m always thinking about how great it would be to have an actual skill wherein I could wake up with some string and two sticks and magically have a sweater, or at least a sleeve, by the end of the day. However, finding the time and patience to make that happen is just not happening for me. I have to put too much time and resources into thinking up good dick jokes. I can watch someone else make that sweater all day, though, and feel pretty damn good about it.

Also, as a writer, I’m very good at entertaining myself, and I found myself creating my own little dramas. The story arc of the friendship between Rolf the Champion Sheep Shearer and Guri the Sheep was Oscar-worthy. Step aside, La La Land. So much trust and love was portrayed over the hours between their meeting and the actual shearing taking place. I didn’t need reality TV producers to get Rolf and Guri drunk and have them fist-fight. I could select the amount of drama I wanted to inject into the scenario (which was pretty much none), and sit back and enjoy the knitting.

And the Academy Award for Best Everything goes to sheep in general. You are my sunshine, fellas.

You can follow Lydia on Twitter.

While you’re watching the sheep channel, you can further reduce stress by squeezing the life out of this sheep.

Read more: http://www.cracked.com/blog/5-calming-reality-shows-when-you-cant-handle-life/

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If You Were Still Alive, You Would Still Be In Pain

Twenty20 / mikaelashannon

It’s selfish of me to want you back, because the last moments of your life were painful ones. You weren’t yourself. You weren’t happy. You were frustrated. You were confused. You were suffering.

But that doesn’t change the fact that I miss you. I wish you were still around to have conversations with on early mornings and late afternoons. I wish you were still around to hug and kiss and exchange

Of course, when I say that I want you back, I don’t mean I want back the last version I saw of you. The you inside of a hospital bed, withering away. The who complained about how much everything hurt. The who struggled to take a sip of water and eat solid food and remember my name.

I want the version of you from my childhood. When your memory was all there, when your strength was up, when your spirit was intact.

When your legs were sturdy enough to dance across the room during holiday parties. When your arms were strong enough to squeeze me tight after nightmares. When your lungs were healthy enough to yell our names down the stairs and complain about how we never listened to a word you said. 

I want the version of you who would break into a smile whenever you saw me. Who would tell me how beautiful I looked, even when I was dressed like a slob. Who would remind me that it was okay to come by anytime or call anytime. Who would make me feel like I had the best family in the world.

I try not to think of you during your last days, because I know that wasn’t the real you. That wasn’t the version that you would want me to remember. You wouldn’t want me to think of you as a tiny body in a hospital bed or as a corpse in the center of the room or as a box being lowered into the ground.

You would want me to remember you as the person you were during your younger days. During the days when you hovered around the kitchen, cooking and baking until the entire house felt hot. During the days when you stuffed money into my palm and told me to buy myself something nice. During the days when you spoiled me rotten, because you loved me that much.

And that version — the kind, loving, peppy, happy version — is the only one I see. Every time I close my eyes. Every time I dream of you. Every time I tell a story about you. Every time I think about you.

I understand that if you were still alive, you would still be in pain. I understand that your death was probably for the best in a twisted way, because now you’re finally at peace.

But that is never going to stop me from missing you. That is never going to stop me from wishing that you — the real you — could come back to me. 

Read more: https://thoughtcatalog.com/holly-riordan/2017/08/if-you-were-still-alive-you-would-still-be-in-pain/

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Hookworm, a disease of extreme poverty, is thriving in the US south. Why?

Exclusive: in America, the worlds richest country, diseases that thrive amid poverty are rampant, the first study of its kind in modern times shows

Children playing feet away from open pools of raw sewage; drinking water pumped beside cracked pipes of untreated waste; human faeces flushed back into kitchen sinks and bathtubs whenever the rains come; people testing positive for hookworm, an intestinal parasite that thrives on extreme poverty.

These are the findings of a new study into endemic tropical diseases, not in places usually associated with them in the developing world of sub-Saharan Africa and Asia, but in a corner of the richest nation on earth: Alabama.

Scientists in Houston, Texas, have lifted the lid on one of Americas darkest and deepest secrets: that hidden beneath fabulous wealth, the US tolerates poverty-related illness at levels comparable to the worlds poorest countries. More than one in three people sampled in a poor area of Alabama tested positive for traces of hookworm, a gastrointestinal parasite that was thought to have been eradicated from the US decades ago.

The long-awaited findings, revealed by the Guardian for the first time, are a wake-up call for the worlds only superpower as it grapples with growing inequality. Donald Trump has promised to Make America Great Again and tackle the nations crumbling infrastructure, but he has said very little about enduring chronic poverty, particularly in the southern states.

The study, the first of its kind in modern times, was carried out by the National School of Tropical Medicine at Baylor College of Medicine in conjunction with Alabama Center for Rural Enterprise (ACRE), a non-profit group seeking to address the root causes of poverty. In a survey of people living in Lowndes County, an area with a long history of racial discrimination and inequality, it found that 34% tested positive for genetic traces of Necator americanus.

Lowndes

The parasite, better known as hookworm, enters the body through the skin, usually through the soles of bare feet, and travels around the body until it attaches itself to the small intestine where it proceeds to suck the blood of its host. Over months or years it causes iron deficiency and anemia, weight loss, tiredness and impaired mental function, especially in children, helping to trap them into the poverty in which the disease flourishes.

Hookworm was rampant in the deep south of the US in the earlier 20th century, sapping the energy and educational achievements of both white and black kids and helping to create the stereotype of the lazy and lethargic southern redneck. As public health improved, most experts assumed it had disappeared altogether by the 1980s.

But the new study reveals that hookworm not only survives in communities of Americans lacking even basic sanitation, but does so on a breathtaking scale. None of the people included in the research had travelled outside the US, yet parasite exposure was found to be prevalent, as was shockingly inadequate waste treatment.

The peer-reviewed research paper, published in the American Journal of Tropical Medicine and Hygiene, focuses on Lowndes County, Alabama the home state of the US attorney general, Jeff Sessions, and a landmark region in the history of the nations civil rights movement. Bloody Lowndes, the area was called in reference to the violent reaction of white residents towards attempts to undo racial segregation in the 1950s.

It was through this county that Martin Luther King led marchers from Selma to Montgomery in 1965 in search of voting rights for black citizens, More than half a century later, Kings dream of what he called the dignity of equality remains elusive for many of the 11,000 residents of Lowndes County, 74% of whom are African American.

Raw
Raw sewage is carried through a PVC pipe to be dumped only a few yards away from a nearby home. Photograph: Bob Miller for the Guardian

The average income is just $18,046 (13,850) a year, and almost a third of the population live below the official US poverty line. The most elementary waste disposal infrastructure is often non-existent.

Some 73% of residents included in the Baylor survey reported that they had been exposed to raw sewage washing back into their homes as a result of faulty septic tanks or waste pipes becoming overwhelmed in torrential rains.

The Baylor study was inspired by Catherine Flowers, ACREs founder, who encouraged the Houston scientists to carry out the review after she became concerned about the health consequences of having so many open sewers in her home county. Hookworm is a 19th-century disease that should by now have been addressed, yet we are still struggling with it in the United States in the 21st century, she said.

Our billionaire philanthropists like Bill Gates fund water treatment around the world, but they dont fund it here in the US because no one acknowledges that this level of poverty exists in the richest nation in the world.

Flowers took the Guardian on a tour of Lowndes County to witness the conditions in which hookworm continues to proliferate. One stop was at a group of mobile homes outside Fort Deposit that graphically illustrated the crisis.

An eight-year-old child was sitting on the stoop of one of the trailers. Below him a white pipe ran from his house, across the yard just a few feet away from a basketball hoop, and into a copse of pine and sweet gum trees.

The pipe was cracked in several places and stopped just inside the copse, barely 30ft from the house, dripping ooze into a viscous pool the color of oil. Directly above the sewage pool, a separate narrow-gauge pipe ran up to the house, which turned out to be the main channel carrying drinking water to the residents.

The open sewer was festooned with mosquitoes, and a long cordon of ants could be seen trailing along the waste pipe from the house. At the end of the pool nearest the house the treacly fluid was glistening in the dappled sunlight a closer look revealed that it was actually moving, its human effluence heaving and churning with thousands of worms.

Ruby
Ruby Dee Rudolph, 66, noticed her septic tank was slowly sinking unevenly into the ground. Photograph: Bob Miller for the Guardian

This is the definition of Make America Great Again, said Aaron Thigpen, 29, a community activist who assisted with the hookworm study. This is the reality of how people are being forced to live.

Thigpens cousins live in the trailer park, and he has talked to them about the perils of piping sewage from their homes and dumping it in the open just a few feet away. They are disgusted about it, theyre sick and tired of living like this, but theres no public help for them here and if youre earning $700 a month theres no way you can afford your own private sanitation.

He added that people were afraid to report the problems, given the spate of criminal prosecutions that were launched by Alabama state between 2002 and 2008 against residents who were open-piping sewage from their homes, unable to afford proper treatment systems. One grandmother was jailed over a weekend for failing to buy a septic tank that cost more than her entire annual income.

People are scared. They dont like to speak out as theyre worried the health department will come round and cause trouble, Thigpen said.

The challenge to places like Lowndes County is not to restore existing public infrastructure, as Trump has promised, because there is no public infrastructure here to begin with. Flowers estimates that 80% of the county is uncovered by any municipal sewerage system, and in its absence people are expected and in some cases legally forced to provide their own.

Even where individuals can afford up to $15,000 to install a septic tank and very few can the terrain is against them. Lowndes County is located within the Black Belt, the southern sweep of loamy soil that is well suited to growing cotton and as a result spawned a multitude of plantations, each worked by a large enslaved population.

The same thing that made the land so good for cotton its water-retaining properties also makes it a hazard to the thousands of African Americans who still live on it today. When the rains come, the soil becomes saturated, overwhelming inadequate waste systems and providing a perfect breeding ground for hookworm.

Ruby Rudolph lives just beside the main Selma to Montgomery road where King led the protest walk. On the other side of the road theres a brown history placard to mark the spot where her grandmother, Rosie Steele, ran a campsite for the weary marchers.

After they moved on and the campsite was cleared, Rudolph said, her grandmothers grocery store was set on fire in an arson attack. She was 13 at the time, and can remember the flames leaping into the night sky.

Rudolph, now 66, does have her own septic tank at the back of her house, which she shows us in the sweltering 41C (105F) heat. But it doesnt function properly and when it rains the tank spills over, spreading raw waste all over the yard. Thats better than when it flushes back into the house, and Ive had that too, she said.

Shes been told a replacement system would cost her at least $12,000, which is beyond her means. She runs through her finances: she gets up at 4am every day to do an early shift at a Mapco convenience store, which brings in less than $1,200 a month. From that amount she has to pay $611 for her mortgage and theres the electricity bill that can be more than $300 a month when its hot and the air conditioning is busy. Theres not a lot left to put toward a new tank.

Perman
Perman Hardy, 58, stands with her grandson Carlos near the pipes that carry sewage from a relatives nearby trailer home into the woods, approximately 30ft from the back door. Photograph: Bob Miller for the Guardian

Perman Hardy, 58, lives in nearby Tyler in a collection of seven single-storey homes all occupied by members of her extended family. Only two of them have septic tanks, the rest just pipe raw waste into the surrounding woods and creeks.

Hardy is one of the lucky ones with a treatment system of her own, but like Rudolphs it is often overwhelmed in the rains with faeces washed back into her home. Last year the stench was so bad she had to vacate the property for two weeks over Christmas while it was professionally cleaned.

Hardy has traced her family back to slaves held on the Rudolph Bottom plantation about five miles away. The road that leads to the old plantation from her house is still called to this day by white neighbors Nigger Foot Road, she said, though she and other African Americans call it Collerine Cutoff Road.

As a child, Hardy worked in the cotton fields after school and, mindful of that and her familys slave history, shes determined to see a better future for her grandchildren. I dont want the same for my boys. But its still a struggle. Its the 21st century and we shouldnt be struggling like we still are today.

The daily hardship faced by Hardy, Rudolph and fellow inhabitants of Lowndes County is reflected in the Baylor studys glaring statistic of 34% testing positive for hookworm. The sample size was low 67 people participated with 55 giving stool samples, all of whom were African American but the results are so stark that the Houston scientists now want to conduct a larger survey across the region.

We now need to find how widespread hookworm is across the US, said Dr Peter Hotez, dean of the National School of Tropical Medicine, who led the research team along with Rojelio Mejia. Hotez, who has estimated that as many as 12 million Americans could be suffering from neglected tropical diseases in poor parts of the south and midwest, told the Guardian the results were a wake-up call for the nation.

This is the inconvenient truth that nobody in America wants to talk about, he said. These people live in the southern United States, and nobody seems to care; they are poor, and nobody seems to care; and more often than not they are people of color, and nobody seems to care.

Read more: https://www.theguardian.com/us-news/2017/sep/05/hookworm-lowndes-county-alabama-water-waste-treatment-poverty

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