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Todd Zolecki talks Phils Playoffs on the DL
Todd Zolecki joins the show to talk about the Philadelphia Phillies upcoming trip to the Post Season!!!!
Zolecki is the beat writer for the Philadelphia Inquirer. And he's from Milwaukee. Conflict of interest? We ask. Personally, I wouldn't let him within 100 feet of the clubhouse this week. Just sayin....
We talk about the job of a beat writer, and just how daunting that job is. Jeff Pearlman called the baseball beat the toughest job in sports journalism, so we get Todd's reaction to that assertion. We also talk about his relationship with the players having to go into the locker room every day and 'work' them to get information. Sal Paolantonio likened that to going into your neighbor's house and learning their deepest darkest secrets, telling the world, then going back in the next day and doing it again. We talk about how close Sal is to the real thing.
Did he even bother going into the champagne bath on Saturday? Is the clubhouse just an absolute madhouse, and Todd shares a great story about his clothes getting ruined, and how he learned his lesson from last year's afterparty. Did he get the Jade McCarthy treatment?
We compare this year's team to last year's squad. Now that the Phillies have been there before, and looking at the teams in front of them, do the expectations change for this season? How far do they have to go for this season to be a success?
Last, we talk about the Philly fans. What is our reputation around the country? Are we as hated as Red Sox fans? Do we just care too much? Are we the best fans in the country, the worst....or both?
Link to this:
Tuesday, September 30, 2008
Above is the entire show. At the bottom, or by clicking the header, you can link to subscribe to the show.
Below are some highlights from the show, for the ADD afflicted, like me.


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To complete our erotic, hand-made foreign movie poster journey from Milan to Minsk, which took detours through Poland and Ghana (worst. honeymoon. ever.), I now, through the magic of intertubes, transport you to Belarus, a country Condoleezza Rice famously called "the last remaining true dictatorship in the heart of Europe."
Of course, that has nothing to do with movie posters, and anyway, I never trust a person with multiple Z's in their first name. Though not as vividly nutso as the African version, or as head-scratchingly obtuse as the Polish variety, Belarusian posters at their best share with their hand-painted cousins a certain DIY charm, a human touch lacking in many of America's most soulless Photoshop abortions, even if the Belarusian versions are just hand-painted copies of those same Photoshop abortions. And at their worst, they look like a 10-year-old with inner-ear problems scrawled them while going blind in one eye from tainted vodka (editor's note: a plausible scenario). But that's part of the appeal. As one visitor put it:
I was in Minsk, Belarus a couple years back and each movie theatre had handpainted posters out front! I'm talking a painting of Will Smith advertising his new movie, done fresh and hung on the side of the building. When a new movie comes in, the theatre hires an artist to paint a new one. Now that's keepin it real!!
So come with me, on a magical journey of keeping it real, the one thing poor people will always do better than rich.
Figure it out yet? It's Shallow Hal. This is one of the more impressively sh*tty ones. I'm no Picasso myself, but I feel comfortable pointing out the incompetence of this one given that they actually made Jack Black look fatter and more feminine that Gwyneth Paltrow.
50 First Dates. This one's basically copied straight from the regular poster... badly.
Someone in Minsk must really hate Drew Barrymore, and Adam Sandler looks like a ferengi. Bottom line, there seems to be some animosity towards the subjects. Maybe the artist actually had to watch the movie.
[via DesignBoom]
Angels and Demons. Again, it's a sort of hand-made take on the American version. But I like it better. Something about it makes me think it was painted by someone who'd actually seen a demon.
Bridget Jones Diary. The first thing you notice here is that former Easter Bloc nations have a much more relaxed attitude towards cigarette in posters. In America these days, it'd be easier to sneak in a dildo with a Swastika on it. Which, incidentally, are just as addictive.
Cop Out. Come on, that was an easy one.
You get this one? It's Drag Me to Hell. I don't like to brag, but I guessed this one without Google Translate. (*pops collar, slicks hair back*)
The one on the right is definitely Four Christmases (and looks at least as realistic as the non-hand-painted version), but I don't know about the left. I would say White Man Can't Jump, but unless they replaced Wesley Snipes with a slutty blonde girl with pigtails, I doubt it (not a bad idea though). It also looks a bit like Run Fatboy Run, but making a black girl look like a blonde with pigtails would be pretty aggressively racist, even for the Eastern Bloc.
Freaky Friday. This is just a mess. Lindsay Lohan looks like that runaway bride chick with the crazy eyes. Jamie Lee Curtis looks like a transvestite from the future, or Joan Jett.
That would be the Stephen Sommers masterpiece, GI Joe. Again, it actually looks more like the people it's depicting than the version that's supposedly a photo.
Harry Potter. Wait, is that Harry Potter, or a young Ricardo Montalbán trying to stab me with a screwdriver? I would've considered that a great honor. The man had gravitas.
Guessed it yet? Yep, that's Ashton Kutcher and the late Brittany Murphy (*pours cocaine on the floor*) in Just Married. She looks like Robocop in a wig and Kutch looks like a young Joy Behar. Is that an improvement? I leave it up to you.
This is supposedly a poster for Kill Bill. I have no idea who that's supposed to be.
Kill Bill 2. I'm guessing the guy who painted the last one was a different guy than the one who painted this one. Or he was much more sober.
The Matrix: Revolutions. I usually try to forget that they made a third Matrix movie.
Men in Black 2. I can't help but notice the distinct lack of black guy on this poster.
Scooby Doo. More like Scooby DON'T, amirite? (*dodges potato*).
Aw, remember when Freddy Prinze Jr. got work?
From left, Hancock, Wall E, and Sex and the City. Let's move on, I have nothing snotty to say about any of these.
That would be Spider-Man 3. Here's a detail:
Emo Spider-Man thinks it's pretty cool.
Spy Kids 3D. True story, the Machete guy directed that.
Terminator. It's no Terminator Dog, but it's pretty cool.
Ah yes, who could forget the Sandra Bullock/Hugh Grant classic, Two Weeks Notice, with its distinctive back-to-back poster design? They look as bored to be in the poster as I am to remember that this was a movie. Alternate poster:
Okay, these next few I'm going to need some help with. Any ideas? It seems to involve a lesbian-about-town and her two dogs.
My best guesses for this were Frost/Nixon and Shutter Island, but it doesn't appear to be either of those. Any ideas? Bueller?
It doesn't look familiar, so I'm assuming it's Russian or Belorusian, plus that guy looks really Russian. Also, the artwork is 10 times better than most of the rest of these. Maybe it's a nationalist thing, making all the Hollywood people like cock-eyed and deformed and saving the good art for the locals. That would be kind of fun.
Anyway, thanks for clicking, folks. Sources included:
DesignBoom (their list says Russian, but some of the posters are on other sites as Belorusian)
...and a bunch of random people on photo sharing sites.
This isn't a movie poster, but it is something from Belarus I found while searching for movie posters:
Aw, pretty princess.

subset: commoncrawl


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Poppe and Herschberg earn BIG EAST Honors
Kate Poppe and Lauren Herschberg have both been honored by the BIG EAST for their performances this past weekend in the USF Under Armour Invitational, the conference office announced Monday.
Wildcats Defeated 10-2 By Boston College
In a game that had been close from the start, Villanova (3-7) allowed seven runs with two outs in the bottom of the eighth inning and fell to Boston College (5-6) by a 10-2 count at North Charlotte Regional Park on Monday afternoon. In the top half of that same inning, the Wildcats had plated a run to pull to within 3-2 before the Eagles put the game out of reach with their seven-run outburst. Both teams were playing their fourth game in as many days.
Villanova Earns No. 3 Seed in the BIG EAST Tournament
The Villanova Wildcats finished the regular season with an 18-12 overall record and a 12-6 Big East mark which was good enough for a third place in the final Big East standings.
Villanova Registers 61-53 Win Over Creighton on Senior Day
In women's basketball action on Sunday, March 1, the Villanova Wildcats tallied a 61-53 win over the visiting Creighton Bluejays. With the victory, the Wildcats finish the regular season with an 18-12 overall record and a 12-6 Big East mark.
No. 4 Ranked Wildcats Head to Creighton
Villanova, which climbed two places in this week's Associated Press Top 25 poll to No. 4, visits Creighton Tuesday night (Fox Sports 1/610 WTEL AM Radio).
Beermann Drives in Three Runs as Wildcats Hold Off North Dakota State, 6-4
Junior first baseman Max Beermann (Tampa, Fla.) doubled twice and drove in three runs, including the go-ahead runs in the bottom of the fifth inning, and Villanova (3-6) tallied a 6-4 win over North Dakota State (1-8) at South County Park on Sunday afternoon. Beermann extended his hitting streak to nine games and the Wildcats drew nine walks on a good offensive day at the plate. It was an equally good outing in the field and on the mound as Villanova turned four double plays and forced the Bison into leaving 13 runners on base.
Water Polo Completes Successful Weekend at Cal Lutheran Invitational
In the third and final day the Wildcats grabbed their eighth victory of the season and have now won eight of their last nine games. Villanova won games over Chapman 9-5. Overall in the Cal Lutheran Invitational the Wildcats were 4-1.
Georgia State Edges Out Villanova
In the fourth and final game of the USF Under Armour Invitational, Villanova lost to Georgia Sate by a score of 5-2. Lauren Herschberg continued her hot start with her 13th hit of the season and added another RBI to her season totals. Ali Angelbello was on the mound for the Wildcats and Katie Worley was the pitcher for the Panthers.


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Tax on corporate transactions in Canada: overview
A Q&A guide to tax on corporate transactions in Canada.
This Q&A gives a high level overview of tax in Canada and looks at key practical issues including, for example: the main taxes, reliefs and structures used in share and asset sales, dividends, mergers, joint ventures, reorganisations, share buybacks, private equity deals and restructuring and insolvency.
To compare answers across multiple jurisdictions, visit the Tax on corporate transactions Country Q&A tool.
The Q&A is part of the Multi-jurisdictional Guide to Tax on Transactions. For a full list of jurisdictional Q&As visit www.practicallaw.com/taxontransactions-mjg.
Tax authorities
There are two levels of corporate taxation in Canada: federal and provincial. Each of the provinces retains legislative authority over provincial taxes on corporate transactions.
The authorities that administer taxes on corporate transactions are:
The Canada Revenue Agency (CRA). The CRA administers federal taxes on corporate transactions, and provincial taxes on corporate transactions in all but two of the provinces (Québec and Alberta).
Provincial tax administrations. Only Québec and Alberta have separate tax administrations that administer provincial taxes on corporate transactions.
Pre-completion clearances and guidance
On written request, the CRA can issue an advance income tax ruling (ATR) or a written ruling concerning Canada's federal value added tax (goods and services tax/harmonised sales tax (GST/HST)) in respect of a proposed transaction. In either case, the CRA provides a written statement indicating how it intends to interpret and apply specific provisions of Canadian tax law to the contemplated transaction. The ATR or GST/HST ruling is binding on the CRA only in respect of the taxpayers and the transactions specified in the ATR or GST/HST ruling, and provided that the applicable law remains unchanged. Similar rulings may be available under provincial tax legislation. In addition, the CRA will provide interpretations of law based on generic fact patterns on an anonymous basis, but these interpretations are not binding on the CRA.
If a non-resident disposes of taxable Canadian property, the seller can obtain a compliance certificate under the Income Tax Act (Canada) (ITA) (section 116 certificate) before the disposal. The buyer is only liable to withhold and remit tax on behalf of the seller to the extent that the actual sale proceeds exceed the proceeds covered by the section 116 certificate.
The person administering the dissolution of a company should obtain clearance certificates for income tax and GST/HST, otherwise they can be liable for any unpaid taxes, interest and penalties to the extent of the value of the property distributed (see Question 5, Federal value added tax (GST/HST)).
Compliance certificates can also be obtained from a province in respect of provincial sales tax (PST), confirming that all returns have been filed and all reported sales taxes remitted (see Question 5, Provincial sales and value added taxes). In certain circumstances, persons selling their business assets (generally through a sale in bulk) must obtain a clearance certificate in respect of PST. Failure to do so can render the buyer liable for PST owed by the seller at the time of sale.
Main taxes on corporate transactions
Transfer taxes and notaries' fees
Transfer tax
Canada does not impose transfer taxes or stamp duty on corporate transactions involving financial services, including the sale of shares in the capital stock of a company.
Key characteristics. Canada has both federal and provincial level value added taxes as well as certain provincial level retail sales taxes that can apply to sales of assets, but sales of shares are typically exempt from all such taxes.
Triggering event. A sale of assets generally triggers sales tax for the buyer.
Liable party/parties. GST/HST and PST (including the Québec sales tax (QST)) may apply to the sale of assets, the rates and application of which depends on:
The place where the assets are supplied.
The nature of the actual assets.
The nature of both the vendor and purchaser.
There are specific rules for determining where such assets are supplied and the rules vary depending on the nature of the assets (for example, the rules relating to intangible personal property are different from those for tangible property). Further, some provinces have their own legislation which determines not only the rate, but also how the tax is applied (see Question 5).
Applicable rate(s). The federal GST/HST rate varies from 0% to 15% depending on where, and to whom, the assets are supplied.
Land transfer taxes
Key characteristics. Provinces administer land transfer taxes, so their existence, scope and rates differ among the provincial jurisdictions.
Triggering event. Transfers of real property in Canada can trigger land transfer tax.
Liable party/parties. Generally, the buyer is responsible for paying land transfer taxes and other registration fees, but this is subject to negotiation by the parties.
Applicable rate(s). Given that provinces administer land transfer taxes, the applicable rates differ among the various provinces. Those provinces that do not charge land transfer tax generally impose a registration fee under a land registration or title system.
Notaries' fees
Key characteristics. Corporate transactions are not subject to notaries' fees under federal law. Notaries' fees only arise in the civil law jurisdiction of Québec on certain transactions. Notaries' fees are not imposed in any other province in Canada.
Triggering event. In Québec, certain transactions involving real property, hypothecs securing indebtedness and immovable hypothecs (a hypothec is a form of security) must be made or granted by notarial act. Generally, a notarial act is a document signed in the presence of a notary and by the notary himself. Certain other formalities must also be satisfied for a notarial act to be valid.
Liable party/parties. The parties to an act executed by a notary in Québec are solidarily liable for the notary's disbursements and fees.
Applicable rate(s). A notary's professional fees for services rendered are not regulated in Québec.
Corporate and capital gains taxes
Income tax
Key characteristics. Companies resident in Canada are subject to tax on their worldwide taxable income for the year under the ITA. This includes the business profits of the company for its financial year, calculated on an accrual basis, but subject to the specific provisions of the ITA and any applicable provincial tax legislation.
Triggering event. Corporate tax can be triggered in several ways during a corporate transaction, including:
Capital gains. One half of any capital gains (taxable capital gains) realised by the company during its financial year is subject to tax at the general corporate rates, to the extent that the gains exceed one half of any capital losses (allowable capital losses) incurred in that year or carried forward from previous years.
Asset or share transfers can trigger a capital gain (or capital loss), to the extent that the proceeds from the transfer of capital property exceed (or are less than) the tax cost (adjusted cost base) of the asset or shares immediately before the disposal. One half of this is a taxable capital gain (or allowable capital loss). An allowable capital loss is deductible only against taxable capital gains realised in that financial year. Any excess (net capital loss) can be carried back and deducted against net taxable capital gains in the three preceding tax years, or carried forward indefinitely.
The non-taxable portion of capital gains realised by a Canadian private company (net of the non-deductible portion of its capital losses) is added to its capital dividend account, out of which it can elect to pay tax-free dividends to its shareholders. A Canadian-controlled private company may be liable for a refundable tax of 6.66% of investment income, including taxable capital gains.
Income. A corporate transaction can also give rise to business income on transfers of certain assets, such as inventory or depreciable capital property, where the disposal results in the recapture of depreciation for tax purposes (capital cost allowance). However, a loss in respect of the sale of inventory or depreciable capital property (terminal loss) is a non-capital loss, and is fully deductible against income earned in that year. Any excess can be carried back and deducted against net income in the three preceding tax years, or carried forward for 20 years.
Dividends. A company can generally return paid-up capital to its shareholders, including non-residents, on a tax-free basis. In certain circumstances, reductions of capital by a public company are treated as ordinary dividends. The starting point for calculating the paid-up capital in respect of a class of shares is the stated capital of the class, as determined under the applicable corporate statute.
In a corporate transaction, dividends may be deemed to have been received where an amount received on a redemption of shares exceeds the value of the paid-up capital (see Question 29, Corporate taxes). Intercorporate dividends between Canadian companies are generally included in calculating the recipient company's income, but are typically deductible in calculating its taxable income. However, Canadian private companies and certain other companies may be liable for a 33.33% refundable tax on intercorporate dividends received. Additional taxes can be imposed on dividends in respect of certain preference shares.
Liable party/parties. Generally speaking, the vendor (and/or its shareholders) will be liable for income tax on corporate transactions.
Applicable rate(s). The rate of corporate tax varies, depending on the source of income and the company's classification. For companies subject to federal and provincial income taxes, the federal corporate tax rate is 15%. Combined with provincial tax rates, 2012 corporate tax rates generally range from 25.0% to 31.0%. If income is subject to federal tax but is not earned in a province, the rate is generally 25%. Reduced tax rates are provided on active business income (generally all corporate income other than income from a specified investment business or a personal services business) up to specified thresholds for qualifying Canadian small businesses, as well as on manufacturing and processing profits.
Value added and sales taxes
Federal value added tax (GST/HST)
Key characteristics. GST/HST is the federal value added tax levied by the federal government under the Excise Tax Act (Canada) (R.S.C. 1985, c. E-15), as amended (ETA). GST/HST is imposed on most supplies of either property or services, and credits (input tax credits) are available to allow most businesses to recover the GST/HST paid in the course of making those supplies. A business that supplies taxable goods or services in Canada is generally required to register and collect GST/HST from its customers.
Triggering event. GST/HST is triggered on the supply of taxable property or services and in some cases on the import of taxable property or services.
Liable party/parties. The buyer/importer is typically responsible for paying GST/HST on its purchase/import of taxable property or services. On sales within Canada, the seller is responsible for reporting and remitting GST/HST. On imports of tangible property, the government collects the GST at a rate of 5% at the border and on the import of intangible goods and services, the importer can be liable to self-assess and remit the GST/HST.
Applicable rate(s). The rate of tax to be collected and remitted depends on where the property or service in question is supplied (or deemed to be supplied) under rules known as the Place of Supply Rules. Where supplies of property or services are made in the provinces of Ontario, British Columbia, Newfoundland and Labrador, Nova Scotia and New Brunswick, the rate of tax varies from 12% to 15%. Where supplies of property or services are made in any other province or territory in Canada, the federal tax rate is 5%. From April 2013, British Columbia will return to a federal tax rate of 5%.
Certain enumerated supplies, for example, basic groceries and exported property and services, are "zero-rated", meaning that the tax is charged at 0%, allowing the supplier to claim input tax credits to recover its own GST/HST expenses, without requiring that the purchaser incur any GST/HST expense. Other enumerated supplies, for example, medical services and financial services, are exempt and not subject to GST/HST meaning that the supplier cannot claim input tax credits.
Provincial sales and value added taxes
Key characteristics. Since 1 July 2010, only Manitoba, Saskatchewan and Prince Edward Island continue to have separate PST that are generally required on sales to end users of tangible property and certain limited services. Ontario, British Columbia, Newfoundland and Labrador, Nova Scotia and New Brunswick effectively eliminated their retail sales tax systems and instead harmonised their provincial tax with the federal tax, which in these provinces is sometimes referred to as the harmonised sales tax (HST). From April 2013, British Columbia will reintroduce a PST. Québec has its own value added tax (QST), which operates similarly to GST/HST.
Triggering event. PST (apart from QST) is primarily triggered on the supply or import of tangible personal property into a province, as well as on select services. QST is triggered on the supply or import of most property and services in or into Québec.
Liable party/parties. The buyer/importer is generally responsible for paying or self-assessing the PST.
Applicable rate(s). Sellers carrying on business in Manitoba, Saskatchewan, Prince Edward Island or Québec that make taxable supplies in those provinces must generally be registered for, collect and remit the applicable PST/QST. The rates of tax range up to 10%, and the types of property and services that are subject to PST/QST vary among provinces.
Sales tax and corporate transactions
Key characteristics. The issue or transfer of shares is a financial service and therefore generally not subject to GST/HST, but transactions involving asset transfers generally trigger GST/HST, subject to certain relief provisions for qualifying corporate transactions. Similarly, PST is not generally triggered on share transactions but can be triggered by asset transactions, subject to certain exemptions depending on the province where the assets are situated.
Triggering event. GST/HST and PST is generally triggered on the transfer of assets.
Liable party/parties. The buyer is generally liable to pay any applicable GST/HST or PST.
Applicable rate(s). GST/HST rates vary between 5% and 15% and PST rates are up to 10%.
Other taxes on corporate transactions
Capital tax
Canada does not impose a capital tax (large companies' tax) on companies' taxable capital employed in Canada. Only Nova Scotia imposes a capital tax on companies, though Nova Scotia is scheduled to eliminate its general capital tax by 1 July 2012.
Capital tax may be imposed on financial institutions.
Taxes applicable to foreign companies
Land transfer taxes
A foreign company that acquires real property situated in a province is subject to land transfer taxes or registration fees (see Question 3, Land transfer taxes). Some provinces have higher rates of land transfer tax for non-residents.
Corporate tax
Corporate tax on income. Foreign companies are subject to federal corporate tax on income earned from carrying on business in Canada at the rates applicable to Canadian residents under the ITA (see Question 4). Whether a foreign company is carrying on business in Canada is primarily a question of fact. The ITA also deems certain activities to constitute carrying on business in Canada, including:
Producing or manufacturing anything in Canada.
Soliciting or offering anything for sale in Canada through an agent or servant.
Disposing of certain resource properties or real property (other than capital property) situated in Canada, and interests or options in respect of such properties.
However, Canada's tax treaties generally limit the taxation of business income earned by non-residents to income earned by carrying on business through a permanent establishment (PE) in Canada. A PE is generally defined under Canada's tax treaties as being a fixed place of business through which the business of a resident is wholly or partly carried on.
Foreign companies are generally subject to provincial corporate tax when they are carrying on business through a PE in the province.
Capital gains tax on property. Foreign companies are also subject to tax, at the rates applicable to Canadian residents, on taxable capital gains realised on disposals of taxable Canadian property. This generally includes:
Disposals of real property situated in Canada.
Shares in private Canadian companies where more than 50% of the fair market value is derived from real property situated in Canada.
Certain property used in carrying on business in Canada.
Interests in certain partnerships, trusts and non-resident companies, the value of which is derived principally from taxable Canadian property.
A person acquiring taxable Canadian property from a non-resident must generally withhold and remit 25% (or 50% for some types of property, including depreciable capital property) of the purchase price to the CRA, except for certain types of property (including treaty-protected property). Failure to do so can render the buyer liable to pay this amount as a tax, and to pay interest and penalties. The buyer may not be liable for the withholding tax if the non-resident obtains a tax compliance certificate (section 116 certificate under the ITA) (see Question 2).
Branch tax. If a foreign company carries on business in Canada through a branch operation, an additional branch tax is also payable. Branch tax is assessed at 25% of after-tax profits of the branch not reinvested in Canada. The rate of branch tax can be reduced under the provisions of an applicable tax treaty. Under the Canada-US Income Tax Convention 1980 (Canada-US Treaty), the rate has been reduced in certain circumstances to 5%. Certain tax treaties (including the Canada-US Treaty) also provide an exemption in respect of a certain amount of branch profits.
GST/HST, QST and PST
Foreign companies carrying on business in Canada must register for, charge and collect GST/HST (see Question 5). A non-resident person must generally have a significant presence in Canada to be considered as carrying on business for GST/HST purposes. Significant presence is not defined under the ETA, so determining whether a non-resident person has a significant presence in Canada is a question of fact. The CRA publishes guidelines that outline the factors it considers when determining this issue.
Foreign companies that carry on business in a PST jurisdiction (including Québec) and that sell taxable goods and services there, can also be required to register for, charge and collect PST and/or QST, as applicable.
Withholding tax
Foreign companies can be subject to withholding tax on amounts paid, or deemed paid, to them by Canadian residents, for example, participating interest, interest paid and deemed paid by non-arm's length Canadian residents, dividends, management fees, rents and royalties. The rate of withholding is 25%. However, this can be reduced under the provisions of an applicable tax treaty (see Question 8). Generally, withholding tax on interest payments made by Canadian residents to arm's-length non-residents has been abolished.
The Canadian payer is liable for withholding and remitting the tax on behalf of the foreign company. Since a Canadian company can distribute amounts to its non-resident shareholders as a return of capital to the extent of its paid-up capital, it can be possible to defer the withholding tax on dividends where the foreign company has a Canadian subsidiary.
Provincial tax
Some provinces also impose additional tax on capital gains realised from disposals of certain types of property (generally real property) situated in the province.
Withholding tax
The ITA imposes a withholding tax on dividends, management fees, rents and royalties, and certain other payments (see Question 7, Withholding tax). The 25% rate can be reduced under the provisions of an applicable tax treaty. For example, under the Canada-US Treaty, withholding tax is reduced to 15% on dividends. In addition, if a US company beneficially owns at least 10% of the voting stock of a Canadian company, dividends paid by the Canadian company to the US company are only subject to a 5% withholding tax rate.
Share acquisitions and disposals
Taxes potentially payable
Land transfer taxes
Land transfer taxes are generally not payable (see Question 3, Land transfer taxes).
Corporate tax
Taxable capital gains realised may be subject to tax (see Question 4).
GST/HST, QST and PST
A transfer of shares generally does not trigger GST/HST, QST or PST (see Question 5).
Exemptions and reliefs
Rollover relief
A tax deferral can be achieved if a taxable Canadian company issues shares as consideration for the transfer of property to the company by any person, by electing the amount at which the transfer takes place for tax purposes, within a permitted range (called a section 85 election (section 85, ITA)). The company can also offer non-share consideration, such as cash, indebtedness or the assumption of liabilities. Both parties must file an election with the CRA in the prescribed form and within the prescribed time limits.
Share-for-share exchanges
A seller can transfer shares in a taxable Canadian company on a tax-deferred basis to another Canadian company in exchange for treasury shares of the buyer company, provided that:
The shares being disposed of are capital property.
The only consideration the seller receives is shares of the buyer company.
The tax deferral applies automatically and no election is required unless the seller opts to make any portion of the accrued capital gain taxable.
A tax deferral is available to Canadian resident taxpayers where the shares of a non-resident company are exchanged for shares of another non-resident company, where certain conditions are met.
Small business company shares
If the seller is a Canadian resident individual, all or a portion of the capital gain on the sale of the shares may be exempt from tax by virtue of the one-time Can$750,000 capital gains exemption on disposals of shares that are qualified small business company shares under the ITA (as at 1 March 2012, US$1 was about Can$1).
Tax advantages/disadvantages for the buyer
Although a buyer generally prefers an asset acquisition, a share acquisition has certain tax advantages. If the company from whom the shares are being acquired has unused operating losses from prior taxation years, those losses can be preserved on a share acquisition to set off business profits in future years, provided that the conditions under the ITA are met. In addition, land transfer tax, GST/HST, QST and PST are generally not triggered on a share acquisition (see Question 9).
The principal disadvantage is that the buyer inherits the tax cost of the assets, which can limit future deductions in respect of those assets.
Tax advantages/disadvantages for the seller
A seller usually prefers a share disposal because it is generally taxed at more favourable capital gains rates. If the seller is a Canadian resident individual, all or a portion of the capital gain on the sale of shares may be exempt from tax under the capital gains exemption on disposals of qualified small business company shares (see Question 10, Small business company shares).
In addition, a capital gains reserve is available when the purchase price for the shares is payable in instalments in subsequent taxation years (not exceeding five years) (see Question 13, Capital gains reserve).
If the proceeds, net of any reasonable disposal costs, are less than the adjusted cost base of the shares, the seller realises a capital loss that can only reduce capital gains that the seller realises (and not ordinary taxable income) (see Question 4, Income tax: Capital gains).
Transaction structures to minimise the tax burden
Pre-sale dividends
It may be possible to reduce the capital gain of an acquisition by paying a dividend before the transfer or sale of shares. Subject to certain anti-avoidance rules, a company's safe income (essentially, the after-tax retained earnings of a company) can generally be paid out to a corporate shareholder or seller as a tax-free inter-corporate dividend. The proceeds from the sale are generally reduced by the amount of the dividend, therefore reducing the capital gain on the disposal of the shares.
Holding company alternative structure
If the seller is an individual, it may be possible to transfer the shares on a tax-deferred basis to a holding company, and to pay a tax-free inter-corporate dividend out of the target company's safe income (see above, Pre-sale dividends).
Capital gains reserve
If the purchase price is payable in instalments, the seller may be able to claim a reserve for a portion of the proceeds not due until after the year of sale.
Hybrid structures
The seller may first transfer out certain assets that it does not wish to dispose of, or that the buyer does not wish to purchase, and then sell the shares to the buyer. Alternatively, if the seller only wishes to dispose of one of its divisions, the assets of the division can be transferred to a new company, which then sells its shares. If properly structured, these transactions can reduce the purchase price for the shares, and thereby reduce the capital gain on the disposal.
Exchangeable shares
The ITA does not currently permit tax-deferred transfers of shares of a Canadian company to a non-resident company in exchange for shares issued by the non-resident company.
However, a tax deferral can be achieved by issuing exchangeable shares as consideration to the seller(s). Typically, a Canadian company's shares are acquired by a Canadian acquisition company in exchange for its shares that are exchangeable into shares in the non-resident parent company. These exchangeable shares may be economically equivalent to the shares of the non-resident parent company.
Asset acquisitions and disposals
Taxes potentially payable
Land transfer taxes
Land transfer taxes can be payable on a sale or transfer of real property (see Question 3).
Corporate tax
Corporate tax can arise in several ways on a transfer of assets.
Taxable capital gains. A capital gain realised on the disposal of assets that are capital property of the seller (for example, real property) may be taxed. A gain on the disposal of certain assets such as inventory is taxable as the seller's business income (see Question 4).
Accounts receivable. Amounts previously claimed as a reserve for doubtful debts (amounts under dispute with customers or amounts that customers are having difficulty paying because of cash flow problems) are treated as business income in the year of sale. The sale of accounts receivable generally triggers a capital loss, to the extent that the purchase price allocated is less than the face value of the debts.
Depreciable capital property. Disposals of depreciable assets may trigger a capital gain, but not a capital loss. Any recapture (or terminal loss) of depreciation for tax purposes (capital cost allowance) on disposals of depreciable capital property is generally taxed as business income (or loss) of the seller.
Eligible capital property. Two-thirds of any gain on the sale of eligible capital property, for example, goodwill, trade marks and copyright, must be included in income. Any proceeds remaining from a sale of assets after the allocation to specific assets are attributed to goodwill.
GST/HST, QST and PST
Transfers of Canadian assets are generally subject to GST/HST and, subject to the Québec place of supply rules, the QST. Where all, or substantially all, of the assets of a business, or part of a business, are being transferred (and in certain other specific scenarios), relief from this taxation may exist. Tangible assets located in a PST province can also be subject to PST in that province, but relief is available in certain circumstances, for example, when inventory or production machinery/equipment is being acquired.
Exemptions and reliefs
Land transfer taxes
Ontario provides a deferral of land transfer tax on certain qualifying transfers to an affiliated company. Other provinces can have similar provisions.
Corporate tax
Election for accounts receivable. If the seller has sold all, or substantially all, of the property used in carrying on the business to the buyer, the parties can file a joint election. This permits the seller to deduct the amount by which the face value of the purchased accounts receivable exceeds the price paid for those receivables (instead of treating this as a capital loss from the sale). The buyer is required to include this amount in income, but is able to claim a reserve for doubtful debts in the year of acquisition.
Rollover relief. The section 85 ITA election is available for transfers of capital property (other than real property owned by a non-resident) and inventory (except real property inventory) (see Question 10, Rollover relief).
GST/HST, QST and PST
Input tax credits. If the purchase of the assets is subject to GST/HST or QST, a buyer will often be entitled to recover the tax paid by claiming input tax credits (input tax refunds in Québec).
Relief from GST/HST or QST. If the buyer is acquiring a business carried on by the seller, and the buyer is acquiring all, or substantially all, of the assets reasonably necessary for it to be able to carry on that business, the buyer and seller may be entitled to jointly elect to have the assets transferred without paying GST/HST or QST. If the seller is registered for GST/HST and QST purposes, but the buyer is not, this election is not available.
If the buyer and the seller are Canadian companies and are closely related within the meaning of the ETA, an additional joint election may be available to transfer certain property without having to pay GST/HST or QST.
Exemptions from PST. Several provinces provide an exemption for certain transfers between closely related companies.
Tax advantages/disadvantages for the buyer
Buyers generally prefer asset acquisitions for a number of reasons, including the various tax advantages that are available for a buyer on an asset acquisition. Subject to certain anti-avoidance rules, the buyer may be able to allocate the purchase price to the assets in a tax-efficient manner, and increase the cost of the assets to their fair market value at the time of purchase. This gives them a higher depreciable base for tax purposes.
In addition, any goodwill inherent in the purchase price is eligible capital property, three-quarters of which is deductible at a rate of 7% per taxation year for tax purposes (see Question 14, Corporate tax: Eligible capital property).
The buyer can be disadvantaged by an asset acquisition where it is required to pay transfer taxes, including land transfer tax, GST/HST, QST and PST (see Questions 4 and 5).
Tax advantages/disadvantages for the seller
Generally, a seller prefers a share disposal to an asset disposal. However, if the seller's shareholders do not require the proceeds of sale, tax can be deferred by leaving the sale proceeds in the company. In addition, if the sale of certain assets triggers a non-capital loss, this loss can be used to offset the company's taxable income.
One of the main disadvantages for the seller in an asset disposal is that the transaction is subject to two levels of taxation:
At the corporate level on the sale of assets.
Subsequently on the distribution of net proceeds to shareholder(s).
In addition, the sale of certain assets can create ordinary income (as opposed to capital gains) for the company (see Question 4).
Transaction structures to minimise the tax burden
Corporate tax
Distribution of sale proceeds. If a company receives sale proceeds and the shareholders do not require the funds, a tax deferral can be achieved by leaving the proceeds in the company. Alternatively, depending on the surplus accounts of the company, the after-tax proceeds can be distributed tax-free through the payment of intercorporate dividends, returns of capital or capital dividends. Distributing the proceeds by payment of taxable dividends may generate a dividend refund for certain companies (see Question 4).
Reserves. If the purchase price is payable in instalments, a seller may be able to claim certain reserves to defer taxes payable in respect of capital property (see Question 13, Capital gains reserve) and inventory.
GST/HST, QST and PST
Drop-down of assets to a subsidiary. In certain circumstances, companies can transfer property to a subsidiary in exchange for shares before a sale of the subsidiary's shares, to avoid GST/HST, QST and PST under the related party exemptions (see Question 15, GST/HST, QST and PST). Some PST provinces require the companies to remain related for a specified period following the transfer of assets.
Legal mergers
Taxes potentially payable
Land transfer taxes
A merger does not generally trigger land transfer taxes. However, in Ontario, no exemption is available when the land is transferred on the winding-up of a subsidiary into its parent. This can vary in different provinces (see Question 3, Land transfer taxes).
Corporate tax
A merger generally occurs on a rollover basis for Canadian tax purposes, provided that certain conditions are met (see Question 20, Corporate tax).
GST/HST, QST and PST
A merger does not generally trigger GST/HST, QST or PST (see Question 5).
Exemptions and reliefs
Land transfer taxes
See Question 15, Land transfer taxes.
Corporate tax
A tax deferral can be available to shareholders where all of the following apply:
Two or more taxable Canadian companies (original companies) are merged into a new merged company.
All the property and liabilities of the original companies immediately before the merger (except property held by an original company in another, and amounts payable by an original company to another) become the property and liabilities of the merged company.
All shareholders of the original companies in the merger (except any shareholder that is an original company) receive shares in the merged company.
The merged company is treated as a continuation of each of the original companies with respect to the tax attributes of any assets and liabilities, tax surpluses or other tax accounts.
Two or more taxable Canadian companies can also merge on a tax-deferred basis where the Canadian parent company of the merged company issues shares to the shareholders of the merged companies (a triangular merger).
The ITA also allows tax-deferred combinations of a Canadian subsidiary company with its Canadian parent, by either:
A merger (provided that the parent owns all the shares).
Winding-up the subsidiary (provided that the parent owns at least 90% of the shares of each class). On winding-up, the parent company may be able to step up the cost of certain non-depreciable capital properties that it acquires from the dissolution of the subsidiary.
Other taxes
See Question 10.
Transaction structures to minimise the tax burden
See Question 20.
Joint ventures
Taxes potentially payable
Land transfer taxes
Land transfer taxes can be payable on a sale or transfer of real property to the JVC (see Question 3, Land transfer taxes and Question 14, Land transfer taxes).
Corporate tax
The transfer of assets to the JVC can trigger business income and taxable capital gains that are subject to tax (see Questions 4 and 14).
When a joint venture is carried on through a Canadian company, its income is taxed as a Canadian resident company (see Question 4).
GST/HST, QST and PST
GST/HST, QST and PST may be imposed on a sale or transfer of property to the JVC (see Questions 5 and 14). However, in circumstances where a special joint venture election has been made amongst parties to a joint venture agreement, certain supplies made amongst the parties will not be subject to GST/HST.
Exemptions and reliefs
Land transfer taxes
See Question 15, Land transfer taxes.
Corporate tax
The section 85 election under the ITA may be available for certain transfers of property to the JVC (see Question 10, Rollover relief and Question 15, Corporate tax).
GST/HST, QST and PST
The buyer may be able to recover GST/HST and/or QST paid through input tax credits or refunds (see Question 15, GST/HST, QST and PST: Input tax credits). In addition, in certain circumstances, a special joint venture election can be made amongst parties to a joint venture agreement that allows for relief from the payment of GST/HST.
Other taxes
See Question 10.
Transaction structures to minimise the tax burden
The joint venture can be operated as a partnership instead of a JVC. The ITA permits transfers of property to a Canadian partnership on a tax-deferred basis. Real estate inventory, which is not eligible for a tax deferral when transferred to a company, is eligible for rollover relief when transferred to a Canadian partnership.
The taxable income of the partnership is calculated at the partnership level, but taxed in the hands of each of the partners. If the partnership is carrying on business in Canada, each of the partners is considered to be carrying on business in Canada for Canadian tax purposes. Therefore, a foreign company that is a partner may be taxed in Canada on its share of partnership profits as if it carried on the business of the partnership directly through a Canadian branch (see Question 7).
Joint ventures as a business vehicle
Where a joint venture is not carried on through a company, and where the legal relationship between the parties is not a partnership (generally, only where the joint venture is limited to a single undertaking), there is no disposal of assets on the establishment of the joint venture and therefore tax is not triggered.
Each party to the joint venture is subject to tax on its share of income from the joint venture. In these circumstances, a foreign company is only subject to Canadian tax if the company itself is carrying on business in Canada (see Question 7).
Company reorganisations
Taxes potentially payable
Land transfer taxes
Land transfer taxes are generally not triggered (see Question 3, Land transfer taxes).
Corporate tax
A corporate reorganisation is generally not subject to tax, unless the exemptions are not available (see Question 26).
GST/HST, QST and PST
A corporate reorganisation does not generally trigger GST/HST, QST or PST (see Question 5).
Exemptions and reliefs
Corporate tax
Convertible property. A holder exercising a right to convert the shares or debt of a company into new issued shares of the same company is generally not subject to tax on this conversion, if certain conditions are met. For this automatic rollover to apply, no additional consideration can be received for the conversion. This tax deferral is available on a conversion of shares in a non-resident company.
Reorganisations of capital. An automatic rollover is available for shareholders if all of the shares of a particular class of company are disposed of in a reorganisation of capital, provided that the consideration received on the exchange includes new issued shares in the same company. The transferor can receive other property as consideration. This tax deferral is also available to shareholders on a reorganisation of capital of a non-resident company.
Other taxes
See Question 10.
Transaction structures to minimise the tax burden
Transactions are generally structured to obtain a tax deferral (see Question 26).
Restructuring and insolvency
Tax implications for the business
Generally, an insolvent Canadian corporate debtor will not realise negative Canadian tax consequences until it settles a "commercial debt obligation" for an amount that is less than the principal amount of that debt. At that time, Canada's complex debt forgiveness rules will apply to the corporate debtor. Special rules can also apply which consider a debt to be settled for less than its principal amount where that debt is refinanced or converted into equity of the corporate debtor.
The debt forgiveness rules generally require that the "forgiven amount" be applied to reduce various tax attributes of the debtor in a specific order, including tax loss carry-forwards, tax cost in capital properties and other tax accounts. For these purposes, the forgiven amount is generally equal to the difference between the principal amount of the debt and the amount paid when the debt is settled. The debtor has some ability to make elections which effect the ordering of those reductions, and can also elect to transfer unutilised balances to certain related corporations. To the extent the forgiven amount is not fully utilised to reduce the tax attributes of the debtor or be transferred to a related party, one half of any remaining balance will generally be included in computing the debtor's taxable income.
The debt forgiveness rules apply equally in circumstances where a restructuring is the result of private agreements with creditors, or pursuant to a court-ordered stay of proceedings under Canada's bankruptcy and insolvency laws.
Tax implications for the owners
A shareholder who holds shares of a corporation that becomes bankrupt, or restructures, during a year can, in some circumstances, elect to have a deemed disposition of the shares of the bankrupt corporation, the result of which is that the shareholder recognises a capital loss in that year.
Tax implications for the creditors
A creditor of an insolvent or restructured corporation can, in some circumstances, elect to treat the debt as a doubtful debt or a bad debt, meaning that the creditor is either entitled to claim a reasonable reserve in respect of a doubtful debt, or to realise a loss in respect of a bad debt. However, the treatment of bad debts is subject to certain exceptions where the creditor has subsequently received or seized the debtor's property.
Share buybacks
Taxes potentially payable
Transfer taxes
Transfer taxes are generally not triggered (see Question 3, Transfer taxes).
Corporate taxes
If a Canadian company redeems, acquires or purchases for cancellation any of its shares (other than on a winding-up or reorganisation of its capital), the shareholder is deemed to have received a dividend to the extent that the proceeds exceed the paid-up capital of the share. If the shareholder is a company, the deemed dividend can be recharacterised as a capital gain. The amount of any deemed dividend is excluded from the proceeds for the purposes of calculating any capital gain or loss on the disposal of the shares (see Question 4).
GST/HST, QST and PST
GST/HST, QST and PST are generally not triggered (see Question 5).
Exemptions and reliefs
Transaction structures to minimise the tax burden
The ITA permits paid-up capital to be shifted among classes of shares, provided that the increase in one class is set off by a decrease in another. It may be possible, before the redemption, to shift paid-up capital from one class of shares to the class of shares to be redeemed, to reduce or eliminate any deemed dividend.
Private equity financed transactions: MBOs
Taxes potentially payable
Exemptions and reliefs
These are similar to those for share sales (see Question 10) and asset sales (see Question 15).
Transaction structures to minimise the tax burden
These are similar to those for share sales (see Question 13) and asset sales (see Question 18).
Income tax
The 2012 federal Budget was announced on Thursday 29 March 2012. The Budget proposed new anti-avoidance rules aimed at partnerships, as well as a reduction to tax credits available under the scientific research and experimental development (SR&ED) regime.
The Budget proposed a reduction in the debt-to-equity ratio (from 2:1 to 1.5:1) applicable to the restriction on interest deductibility for Canadian resident subsidiary corporations on financing provided by certain non-residents under the Canadian thin-capitalisation rules. Interest expense which is disallowed under the thin-capitalisation rules will be, as proposed by the Budget, recharacterised as a dividend for Canadian withholding tax purposes (that is, the disallowed interest expense will not retain its character as interest paid by the Canadian resident subsidiary to the non-resident) and will be subject to Canada's 25% withholding tax (subject to a reduction in the rate under an applicable tax treaty).
The 2012 Budget proposed provisions limiting tax benefits resulting from the acquisition of shares of a foreign affiliate by a Canadian subsidiary that is controlled by a non-resident corporation.
The Budget also proposed rules permitting the assessment of "secondary adjustments" for the amount of a primary transfer pricing adjustment that is a benefit to any non-arm's length non-resident participating in a transaction with a Canadian resident. Generally speaking, a "secondary adjustment" assessed under the proposed provision will be treated as a deemed dividend, subject to non-resident withholding tax.
GST/HST, QST and PST
On 1 July 2010, Ontario and British Columbia harmonised their respective provincial retail sales taxes with the federal GST/HST, and with this harmonisation came a major overhaul of many elements of the federal legislation that will apply to all GST/HST registrants. These include, most notably, changes to:
The Place of Supply Rules.
The rules relating to how investment plans have to report their GST/HST.
The creation of new rules that restrict the availability of input tax credits for large businesses.
Due to public outcry relating to the harmonisation of British Columbia's sales tax, a referendum occurred in that province in 2011 and the result of this was a decision to de-harmonise. Therefore British Columbia will, in April 2013, return to the 5% federal GST in addition to a PST.


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More Insights
In India, for a small-scale textile or leather footwear manufacturer a typical day would go like this: Get to the office-cum-factory early by 8.30 a.m. to avoid the peak traffic, settle down with a cup of sweetened tea and start turning the pages of a voluminous ledger where the accounts clerk would have made several entries for the bales of cotton yarn or leather hides brought in from various suppliers. The quantity used the previous day and the amount to be shifted from their respective warehouses would painstakingly be noted down manually. Next, would come the checking of all the bits of paper scribbled with his distributors' requests coming in from various parts of India for the finished saris/cotton materials or ladies/men's footwear. Sometimes the entries would have been entered wrong and at times the bits of the paper with distributor's requests for material would be lost or flown away in the hustle bustle of the shop floor activities.
Eventually, the amount of work would accumulate so much that the owner would realize that it is impossible to expand or innovate. All his time was being spent poring over papers and bills rather than searching for new distributors or working on newer designs and products needed to grow his business. And growth was critical since competition was coming in from all sides.
Now comes the turning point. Since some of his peers have been trying their hand at IT automation, he too begins to think that this could be the path to success. He would consult IT services providers whom he knows through word of mouth and almost all them suggest cloud computing, a cheaper and an innovative way of adopting technology.
But the question hovering on his mind at this point of time is this: What is "cloud computing" all about? And why was it being touted as the next big thing in the area of automation?
The cloud concept has been compared with the rollout of grid-based electricity over a century ago, where businesses and consumers no longer needed to produce their own power, but could simply plug into a huge network. Similarly, cloud computing sees users plugging into services and solutions as and when needed and pay as per their usage of the services – on a monthly basis or whatever agreement they come up with their cloud service provider.
Today, cloud computing has become a widely adopted term for entrusting a company's data, software and infrastructure management to a third party. The company's information resides in a far-off data center and can be accessed through the Internet. This method helps companies avoid the complexities of managing many large computers and servers while still benefiting from what technology can offer. In addition to entering and tracking customer orders and requests, cloud technology also helps store documents, perform accounting, and run all the software that would be needed for this kind of automation.
Cloud computing challenges
Undoubtedly, cloud computing is changing the way businesses function and has significant cost savings attached to it. But there are several challenges en route.
One major concern for a cloud computing adopter is the security issue — that nagging fear that their data could be compromised at some point of time.
Another issue is the power shutdown at the data center where his data resides. What if he needs to access it and there is some sort of an outage at the data center where it resides? No doubt there could be a power shutdown even if he had his own servers but that would be an outage that he would need to manage on his own. However, when he outsources it to a third party he expects infallible results with 99.9 percent uptime.
Yet another hurdle in cloud adoption is the low awareness. Though cloud-based service providers are offering services on a pay-per-use model, (like a pre-paid mobile SIM card) industry sources suggest that the cloud awareness levels are lower amongst smaller companies and relatively higher in metros. One has to realize that cloud services are not very different from data being hosted in a third party data centre except that it now extends to your server, storage, application which is also available on a shared and rental model.
If the cloud service provider can ensure that it has a robust security compliance program in place which includes physical access controls and an impeccable track record, these fears are allayed.
According to industry reports, quality of solutions and post-sales service are the major drivers to accelerate cloud adoption among SMEs in India. The total number of channel partners catering to SMEs in India has increased by nearly 10 percent-15 percent from the previous year, while the number of cloud channel partners increased by approximately 25-30 percent. This translates to a significant shift in the number of providers offering cloud-based services solutions.
Interestingly, a number of small co-operative banks which are using cloud services for hosting core banking solutions are setting an example for the SME segment showing that cloud is the way forward for growth and success. These co-operative banks which were using manual methods have now leapfrogged to the cloud and are able to offer smarter and efficient services such as Internet banking, online money transfer and ATM services, mobile banking, etc., to their customers. By operating on a centralized network twice as fast and at half the cost compared to an on-premise licensed software model, they are able to prove to their SME customers that the cloud technology has actually helped the bank to reduce its burden of upfront capital expenditure and move to a pay-as–you-use model.
The textile/leather manufacturer now realizes that if he were to move his business onto cloud, life would become much easier and his business development could drastically take off. Instead of spending hours poring over pages with manual entries, partnering with a cloud service provider would help ease the burden at a substantially lower cost with no investment whatsoever in infrastructure. With right planning, strategy, and partner in place, the he can keep his eye on the larger goal. The logistical parts of the process will fall in place with the right guidance and planning.
The author is Executive, Offerings Management & Development, Global Technology Services, IBM, India/South Asia


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Radio Smart Talk for Tuesday, October 30:
Superstorm Sandy has left more than 900 thousand Pennsylvania homes without power, including 144 thousand in the midstate. The heavy rain yesterday and last night hasn't resulted in widespread flooding as feared. Damage is still being assessed this morning but it doesn't appear as though as many trees came down as anticipated either. However, Sandy has definitely left her mark on Pennsylvania and its not over yet.
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Product Description
Available while supplies last.
- Each piece of appliqué or onlay is meticulously hand carved by skilled and experienced artisans who pay delicate attention to intricate detail, beauty, and ornamentation.
- The design motifs are carefully hand carved in deep relief to achieve the highest standards of fine quality, embellishment, and authenticity.
- Hand carved from furniture grade North American Solid Hardwoods.
- Used for furniture projects such as on kitchens cabinets, fireplaces, mantels. Also widely used on door doorways, doors, kitchen range hoods and to fit above doorways.
- Each piece is sanded. It can be stained, painted or faux finished. Each piece has a wood grain texture.
Weight: | 0.1 1.38 Pounds | |
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Appliques & Onlay Styles The style of an applique or onlay helps set the tone of the room with it's decorative features. | Appliques & Onlay Styles | Wings |
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Tag: todd mcfarlane
Showing results 76-115 of 162
EXCL. PREVIEWS: "Chew," "Spawn" & "Luther Strode"
Image has provided CBR with exclusive previews of Jon Layman and Rob Guillory's "Chew" #22, "The Strange Talent of Luther Strode" #3 and "Spawn" #214, all hitting stores December
CBR TV: Michael Jai White on "Black Dynamite," Luke Cage & More
The star and creator of "Black Dynamite," Michael Jai White spoke with CBR TV during NYCC the upcoming Cartoon Network animated series based on the cult-hit send-up of 1970s blaxploitation flicks.
CBR TV: McFarlane on "Spawn," DC Comics & More
Todd McFarlane returns to CBR TV to revisit his summer prediction regarding the DC Comics September relaunch, show off the new Walking Dead action figures, discuss his own publishing plans for "Spawn" and more.
NYCC: McFarlane & Casey "Spawn" a New Direction for "Haunt"
Image Comics founder Todd McFarlane, Joe Casey, Nathan Fox and more discuss the future of "Spawn," "Haunt," animation, action figures and how whoring yourself out can pay off.
EXCL PREVIEWS: "Chew" #21, "Spawn" #212
Image Comics has provided CBR with exclusive previews for "Spawn" #212 and John Layman and Rob Guillory's Eisner-winning "Chew" #21, both of which hit stores Wednesday, October 5.
Goff Paints a "Blood Red Dragon"
Writer Jon Goff scripts the fictionalized story of real-life Japanese pop star Yoshiki as dreamed up by Stan Lee and developed by Todd McFarlane. CBR News spoke with Goff about the project.
EXCLUSIVE PREVIEW: "Haunt" #17
Courtesy of Image Comics, CBR presents an exclusive preview of "Haunt" #17. The issue, from the team of Robert Kirkman and Greg Capullo, hits stores Wednesday, August 24.
PRESS RELEASE: McFarlane Provides Variant Cover for "The Infinite" #2
PRESS RELEASE: Golden Signs On as New "Spawn" Cover Artist
EXCLUSIVE PREVIEWS: "Breed III," "Spawn"
Courtesy of Image Comics, CBR presents exclusive previews of Jim Starlin's "Breed III" #4 and "Spawn" #21, both of which hit stores Wednesday, August 10.
CBR TV @ CCI: McFarlane on DC Comics, Digital Piracy & More
Todd McFarlane joined CBR TV to discuss DC Comics' September relaunch, digital piracy and sales, what Robert Kirkman brings to Image Comics, "Spawn" sales and much more.
CCI EXCLUSIVE: McFarlane on DC Relaunch: "I'll Bet Against It"
In an interview with CBR, Todd McFarlane critiqued DC Comics' impending relaunch, laying out the mistakes he sees and how the publisher could have done it better.
Joe Casey Reinvents "Haunt"
Slated to take over writing chores on "Haunt" with #19, Joe Casey spoke with CBR News about what makes the brothers Kilgore tick and what he's got planned for the Image Comics title.
McFarlane Cedes "Haunt" to Casey & Fox
"Haunt" co-creator Todd McFarlane spoke with CBR about shifting creative teams from Robert Kirkman and Greg Capullo to the incoming Joe Casey and Nathan Fox while sharing an exclusive look at Fox's art for #19.
EXCLUSIVE PREVIEW: "Spawn" #207
Image Comics has provided CBR with an exclusive preview of "Spawn" #207, written by Will Carlton with art by Szymon Kudranski and Spawn creator Todd McFarlane. The issue hits stores Wednesday May 11.
EXCLUSIVE PREVIEW: "Haunt" #15
Image Comics has provided CBR with an exclusive preview of "Haunt" #15 by the creative team of Robert Kirkman, Greg Capullo and Todd McFarlane. "Haunt's" new status quo continues on April 27!
CBR TV: Todd McFarlane Interviews Stan Lee
On the occasion of the release of "Spawn" #200, Todd McFarlane greeted fans at Golden Apple Comics. During the celebration, McFarlane brought Stan Lee with him to CBR TV's Hollywood studio for a special one-on-one interview.
Todd McFarlane interviews Stan Lee on CBR March 16th
CBR is excited to announce that next Wednesday, March 16th, CBR will publish a very special interview conducted by "Spawn" creator Todd McFarlane with legendary comic creator Stan Lee.
McFarlane Gives Details on "Walking Dead" Figures
McFarlane Toys CEO Todd McFarlane spoke with CBR about the just-announced line of "Walking Dead" action figures, the differences between the comics and TV show toys, exploding zombie body parts and more.
AMC, McFarlane Toys Announce "Walking Dead" Action Figures
AMC is teaming with McFarlane Toys to produce a line of action figures based on characters from "The Walking Dead," the acclaimed TV series adapted from the comic of the same name.
"Spawn" #200 Signing Photo Parade
Todd McFarlane and Golden Apple Comics celebrated the release of "Spawn" #200 this week, along with Stan Lee, Jim Lee, Rob Liefeld, Marc Silvestri and many others. CBR was in attendance and we have the photos!
PRESS RELEASE: "Spawn" #200 Sells Out in One Day
EXCLUSIVE PREVIEW: "Spawn" #200
Courtesy of Image Comics, CBR presents an exclusive extended preview of "Spawn" #200 from the team of Todd McFarlane, Greg Capullo, Robert Kirkman and more! The oversized anniversary issue hits stores January 12.
McFarlane Makes Moves (Movies?) In 2011
After bringing the "Spawn" monthly back on track with its 200th issue, Image co-founder Todd McFarlane is ready to dive back into the Hollywood arena in 2011 with a brand new comic series in tow.
PRESS RELEASE: Todd McFarlane Celebrates "Spawn" #200 at Golden Apple
PRESS RELEASE: ComicsPRO's Annual Meeting is "2011's Most Crucial Comics Business Meeting"
PRESS RELEASE: Record Setting "Spawn" #200 Issue Becomes Comics' Best Value in Years
McFarlane Hires Artist Robert Kirkman
As part of January's "Spawn" #200, Todd McFarlane is tapping the "Walking Dead" creator to write and pencil a four-page Omega Spawn origin, plus an exclusive look at David Finch's cover process.
Comic Book Legends Revealed!
This week, learn the odd story of Todd McFarlane, Felix the Cat and Spider-Man! Did John Buscema really adapt an entire film from a decades-old memory of the movie? Plus, more about Wonder Woman's costume change!
CBR TV: Greg Capullo
Artist Greg Capullo spoke with CBR TV about his longevity working on "Spawn," reuniting with Todd McFarlane on "Haunt," the difficulty in getting back to full time comic illustration after several years off and more.
NYCC EXCLUSIVE: Kirkman on "Walking Dead" Novels, "Image United" Future
Robert Kirkman spoke exclusively with CBR News, giving details on what to expect from the upcoming "Walking Dead" prose novels being co-written by Jay Bonansinga as well as word on the future of "Image United."
CBR TV @ NYCC: Todd McFarlane
Todd McFarlane opens the CBR TV TIki Lounge's NYCC coverage with a discussion of how to properly treat fans at conventions, his new collaborations with his longtime Image Comics partner Erik Larsen and more.
PRESS RELEASE: Image Comics Announces NYCC Plans
PRESS RELEASE: Todd McFarlane Invades New York Comic Con
PRESS RELEASE: Image Comics Presents "The Art of Todd McFarlane" in December
BCC: Todd McFarlane
Superstar creator and Image Comics founder Todd McFarlane discussed his career and his future at Baltimore Comic-Con, including his work on Marvel's Spider-Man. We've also got a preview of "Haunt" #9!
CBR TV @ CCI: Todd McFarlane
Superstar creator Todd McFarlane spoke with CBR TV about the "Image United" delay, the mystery of Al Simmons, discovering the new "Spawn" artist via Twitter, getting back to the drawing board and much more.
CCI: Stan Lee Spotlight
The legendary Stan Lee once again held court with a room full of fans at Comic-Con International, exciting an audience with classic stories all the while frustrating panel moderator Todd McFarlane.
Judge Rules Dark Ages Spawn, Domina & Tiffany Are Derivative Characters
A federal judge has dealt another blow to Todd McFarlane in his copyright dispute with Neil Gaiman, ruling that Dark Ages Spawn, Domina and Tiffany are derivatives of their earlier creations.
McFarlane Talks "Image United"
The Image Comics co-founder and 'Spawn' creator spoke with CBR News about 'Image United,' shouldering responsibility for the book's delays and saying that he's currently wrapping up his portion of the third issue.
Archives: All | Comic Books | TV/Film | Video Games | Web Comics


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furrowed brow about reviews of hardie siding
Wow, I have really become troubled about some of the problems that have been revealed to me on this board about Hardie fiber cement siding products. I had thought so highly of them and qualities they seemed to exhibit, but like most things, I guess they are too good to be true. Not out of the picture, but not at the top of the list like they used to be for me anymore. Maybe I wouldn't have many of the problems some had, since I live in the Mid-South and not further north...
Back to thinking of brick as my top choice again. Here in the South, brick is used extensively in very modest as well as high-end homes, and is one of the greener choices, something that matters to me. Not building soon, so I have time for more research....
I'm in the Pac NW where it's wet much f the year. Local building code insists Hardie be installed over top of rain screen sticks. I haven't heard of anyone having problems here. No one seems to use prepainted, just preprimed and some raw if using shakes.
I believe HardiShakes are for roofs and they stopped making them after the class-action lawsuit. HardiShingles are factory primed or painted like the other James Hardie siding.
A lot of problems with materials are due to improper installation. This usually voids the warranty, and it's very hard to hold a builder accountable, especially if local codes are inadequate, vague, or not well enforced on builders before houses are sold. Add to that, arbitration clauses in builder contracts and warranties usually mean you can't sue, and once that leverage is gone, it's even hard to ensure things are done right or that you can recover damages if there are problems. So whatever siding or other materials you choose, be sure you find out how they are supposed to be installed and make sure your contracts protect you. Good luck being able to accomplish that when many builders won't budge on one-sided contracts, or for those of you who are past the contract phase and already stuck with whatever it says!
Like anything else, you will get better results with a top-of-the-line installation than with 'code minimum'. I plan to install my own Hardi , over a drainage plane, prime all cut surfaces, and flash the seams. I doubt everyone does all that. The Hardi on my brother's rather expensive house doesn't have any of that.
I plan to install my own Hardi , over a drainage plane, prime all cut surfaces, and flash the seams.
That is what I did, plus we painted all six sides of each and every board on the ground before it went up, painted each and every cut or scribe mark and then did a second, top coat once everything was up. The flashing of joints is especially nice if you live with wind driven rain as we do.
Time consuming and lots of scaffold work but three years on now and it looks like it went up yesterday, honest.
My partner in the rental game here runs his own construction management firm and he thinks it took us about a third longer than a regular crew would have done. Well worth it, imo.
Just me (free so to speak) a carpenter ($35/hr) and him after work and on weekends (free too but somewhere, somehow I'll pay)
Sorry. I meant Hardie Shingle. It comes unprimed and that is what was installed on my house.
I've not had any issues with the hardiplank on this house or my old house both in TX. 7 years after painting the old house still looks freshly painted and the detached garage with wood siding looked like it needed painting.
As everybody says following the correct installation instructions are key on any product. We used installers listed under hardie's website to do ours.
However if the architectural style supports the use of brick and financially you can swing it, brick would be my first choice between the two just from a maintenance perspective. You still have to paint Hardie at some point even though it is much better than wood.


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Carly Rae Jepsen Announces Next Single
It looks like Carly Rae Jepsen may be taking back her plea for a phone call… maybe. The singer has confirmed that "Tonight I'm Getting Over You" will be her new single as it's been sent out for radio play today.
SEMI FINALS: Who's Album Are You Most Excited For?
The song will serve as the third single from her debut album Kiss and we have no doubt it will become an instant success with its infectious sound. Listen to the new single below and let us know what you think!


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Russell Brand-voiced family adventure Hop has repeated its Stateside success by topping the UK box office on its first weekend of release.
The live-action/animation hybrid fought off stiff competition from director Duncan Jones' sophomore effort Source Code to secure the top spot, grossing £1.39m. Last week's No.1 Limitless fell to third position, still ahead of the heavily-publicised Sucker Punch, which debuted at a disappointing No.4 following highly negative reviews.
Johnny Depp's hit animation Rango continues to hover around the Top 10, slipping three places to No.7. Meanwhile, Liam Neeson's Unknown finally slips out of the Top 5 after five weeks on release.


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He leans over the round, foot-high drum cradled in his lap and listens. Next to him a pair of seasoned conga players exchange a volley of syncopations; across the circle, a Haitian drummer toys with some African polyrhythms. But none of that matters to Steve. Doggedly, repeatedly, his unpracticed fingers test the surface of the drum, searching for something more fundamental. He plays a few notes, falters, then tries again. Finally he hits on a simple pattern. A low thunk, then another, then another. Thunk, thunk, thunk. The basic heartbeat.
Steve Showen has become part of the drummers' circle.
These circles, which started as small groups here earlier in the spring, have burgeoned into regular large-scale celebrations. They draw everyone from New Age devotees looking for another kind of healing to aspiring and professional drummers. Whatever their backgrounds, they are all seeking the special sense of community that these pulsating gatherings offer.
On this August night on Miami Beach, other drummers are warming up, squeezed onto the benches of the few picnic tables that have been dragged together to form the circle. A tall black man in an African-print caftan thrums on a wooden djembe. A middle-age Hispanic woman settles nearby in the sand, a worn pair of bongos nestled in her lap. Two teenage girls share a set of claves, simple percussion sticks. A man with short brown hair, a regular at the Siddha Yoga Meditation Center in downtown Miami, fiddles with a sitar-like instrument called a tamboura. Here and there, people sit cross-legged in the sand, meditating, tuning in or out. Children dodge around the drummers, scampering in the sand. It is a mixed group -- adults, children, Anglos, blacks, Hispanics, professional drummers, novices -- all trying to make it work, to make the circle one.
Around the edge of the circle, people mill excitedly; faces are decorated with tribal stripes, hearts, moons. A lithe woman with blond curls -- Pamela Wirth, facilitator of the group Trance Dance, a forum for "shamanistic" dancing on South Beach -- slips through the crowd, her face painted like an African mask, half black, half white. Off to the side, two young men in tiny bathing suits are being covered with ceramic clay from a large bucket. One, a striking man with the body of a dancer, is coating his feet, his legs, his torso. Nearby an architect in his late twenties stands patiently as a woman friend dabs him with the wet clay. She smears the thick, gray paste over his face, his beard, his eyebrows. By the time she's done, he's been transformed into a tribal mudman.
A small, intent woman in a purple sarong stands up in the center of the group, which now numbers more than 100. She raises a pair of finger cymbals in the air. "Spirit is free," she calls out three times, sounding the cymbals each time. The crowd grows still. This unofficial organizer of the group, Gita Constantino, gives thanks to the moon, noting that it is the second full moon this month, the rare Blue Moon. She leads the group in a Hindu chant; the tamboura player strikes a chord. One by one, people start chanting, many with their eyes closed.
Inside the drummers' circle, the rhythm is beginning to catch, rippling outward. You can see the excitement on people's faces as they merge their sounds with the cadences of the big drums. Ray Bean, drummer for the group Monkey Wrench and other reggae bands, is pounding on a large wooden riukenzu, an instrument from Zaire. He wears a tall hat, his long dreadlocks grazing the head of his drum. Across the circle, Jude "Papaloco" Thejenus, leader of the band Loray, is bent over his dahomiam, a Haitian drum. "It's sacred," he murmurs, smiling gently. Deborah Vukson, a prominent yoga teacher and Feldenkrais (a form of movement exercises) instructor, joins in the pulse, her hands rising and falling on the hide of her conga. At the outer edges people bang on cowbells, rhythm sticks. Even the inexperienced find themselves tapping along, moving unconsciously to the beat. Meditators, tranced out in the sand, follow the rhythm with their breath -- in, out, in, out.
A ring of 50 or so people has joined hands and is dancing around the drummers. As suddenly as it started, that circle drifts apart. The beat rises off the drums, so thick it's almost palpable. In the center of the drummers' circle, the young dancer-mudman is moving wildly, the crowd egging him on. The rhythm quickens; the drummers chase it, teasing it into new shapes, faster and faster, until it reaches its climax and disintegrates. From the chaos, a new pulse emerges.


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[iPhone] Make unique collages with Grid Lens
Posted By Tucker On February 9, 2013 @ 2:15 AM In iOS | No Comments
[1]Photography apps on iOS are a dime a dozen, so its really hard for an app to make a splash in such a crowded marketplace. But one app I've found that stands the test of time is a simple, yet beautifully designed photo app called Grid Lens. If you want a unique way to capture a series of photos that perfectly encapsulates a moment in time, this inexpensive photo app is really worth checking out.
Main Functionality
Grid Lens lets users make a single composite image that is built of various different photos. You can take photos in each frame split by grid lines to create your own story. Pick a layout, and then start filling it out, one by one, with a series of pictures. Tap each empty frame to take a new photo, or touch and hold the empty frame to fill it with an image from your photo library.
[2]You have to love a photo app that treats you to a cute animation after you save every project. In Grid Lens, after you save your project, a cute little monster "eats" your image. It's just one of many small touches that makes this app so appealing.
You can capture pictures by tapping the respective frame you want your current shot to appear in or by using the shutter button. The shutter button has a manual and automatic mode.
I can't tell you how smooth and fun Grid Lens is: it's way more fun than Instagram. You can use either your iPhone's front-facing camera, or the lens that faces you to take the most epic selfie ever.
I love to use this app to take pictures of a night out with friends, or a day at the beach. It's the perfect way to capture one moment of time from multiple angles. This app couldn't be easier to use, and it becomes addictive: after a while, you won't want to use any other photo apps.
If you want a new photography app to play around, I can't say enough nice things about Grid Lens. It has a wonderful design, a ton of different features and settings to mess around with, and more. It's just plain fun to mess around with, and the results couldn't be more beautiful.
Price: 99 cents
Version reviewed: 1.3.2
Requires iPhone/iPad/iPod Touch, iOS version 5.0 or later
Download size: 27.3 MB
Article printed from dotTech: http://dottech.org
URL to article: http://dottech.org/96422/iphone-review-grid-lens/
URLs in this post:
[1] Image: http://dottech.org/wp-content/uploads/2013/02/mzl.sydmmvbf.320x480-75.jpg
[2] Image: http://dottech.org/wp-content/uploads/2013/02/mzl.ttltgqew.320x480-75.jpg
[3] Grid Lens on Apple App Store: https://itunes.apple.com/us/app/grid-lens/id490495120?mt=8
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