This is Dennis McMahon and welcome to Positivity Vermont. Today, the first day of October, we're very proud to have with us as our special guest, Anson Tevitz, the Secretary of Agriculture, Food and Markets for the State of Vermont. This being harvest time and this being the state coping with the pandemic and all those things going on. I thought it would be a great idea to have the Secretary brief our viewers and other people around the state as to what's going on in the world of agriculture and farming, and all those related topics. So welcome very much, Mr. Secretary. Welcome to Positivity. Well, thank you Dennis and it's great to be with you. Thank you for doing this. The course is a little bit different than the last time we were together. Last time I think we're in the studio together, but with COVID, we do what we can and we survive and we adapt. So it's nice to be with you over Zoom. Excellent. I just tell the viewers a little bit about your background. If people can look you up on Twitter and see your farm and all your very interesting aspects of being a farmer, but tell us a little bit about yourself and your background and how you became Secretary of Agriculture, Food and Markets for the State of Vermont. Sure Dennis. Well, I'm coming to you from the town of Cabot and that's where I live. And behind me is a pasture where I've got a couple of animals. And I grew up on a dairy farm. So this is a dairy farm. And right now we lease a great part of the land to an organic dairy farmer. He and his wife and family have a number of heifers here, but they also do the cropping. They've gotten about three cuttings off the fields this year. It's been extremely dry, so I think it's been a challenge. So I grew up on a traditional Vermont farm, dairy. We had a sugar bush, we did maple. We had sheep when I was little. We had about a couple hundred sheep that used to roam the pasture right behind me here. And so I'm just a regular old farmer up here on the hill in Cabot. That's great. Tell us a little bit more about your background Yeah, and as I grew older in the 80s, as I graduated from high school, I had an interested radio. I listened to the radio while I was milking cows and I was a big Red Sox fan. So I've always been a fan of radio and still am a fan of radio. And so I'd listened to Red Sox games. I'd listened to a talk radio out of Boston in New York at nighttime when you could get it. Now through the internet and through our phones, we can listen to radio all over the world now. That wasn't the case in the mid-80s. So I found a place called Emerson College, which was a communication school. I went to Emerson College and graduated there from Emerson in 1987, made my way back to the farm and WDEV radio in Waterbury. So I worked for WDEV radio for about seven years, transferred to television. I worked in Rutland for a year, working for WCAX for a year down there and then made my way back to Montpelier and Cabot and Central Vermont working for WCX TV for a number of years. Ending my television career as the news director at WCAX before I took this position as Secretary of Agriculture. That's great. Well, tell us about the state of Vermont in terms of the importance of agriculture, the role of agriculture in Vermont. And Vermont agriculture, these are the entire country and perhaps the world, the importance of agriculture to our economy and how many people employs and the nature and scope of that industry. Well, agriculture is very important to Vermont. It defines us, it's defined us in the past, it defines us now and into the future. We live in a state that produces a great deal of food for the world.  We produce a tremendous amount of dairy, about $2 billion a year in the dairy industry. Most of that is exported because of our small population with a population of 660,000 people. We can't drink all that milk or eat all that cheese although we'd like to. We have to export it. So we ship it to bigger markets in New England and New York. We also have a big maple industry in Vermont. We have an industry that grows fruits and vegetables. Farmers markets are important to what we do. Direct to consumer is a big part of what's been happening. We have farm stands, farmers markets. We have some folks that are growing hemp now. We have a meat industry where it's very important now where there's been a lot of interest, particularly in this pandemic, of local meats, particularly poultry and beef and pork and lamb. So it's a cross-section of agriculture and it's diversified and that's important. It's mainly defined because we have a great land base. Much of our land remains open and in production and it also helps our tourist industry as well. People come to Vermont because the land is open. It is productive. It's being worked. So it's very, very important that we have a vibrant agriculture industry to support other industries that are in Vermont. That's great. Well, we're about six months into the pandemic right now. Can you give us an idea of how the state has dealt with it and how in particular the agricultural community has fared during this crisis? Well, it's impacted agriculture in a big way. A couple of things. We discovered early on as America and Vermont and New England all shut down, food was pretty darn important. We found that people did rush to their supermarket and we saw the shelves as sometimes, the basics were being taken off the shelves like milk and flour and butter and cheese. So there was a big impact of that early on. Agriculture, although has remained open throughout this. We've been fortunate. We haven't had any real difficult situations with health on farms. They've kept going, but it has disrupted a lot of markets, particularly dairy. When restaurants, colleges, schools close, that market is lost to dairy. They're not drinking milk. They're not using butter and cooking, particularly our cheese makers with our restaurants being closed and some of those bigger markets and those restaurants that love Vermont's specialty cheeses. Those were closed. So those markets were disrupted. And through that, the governor, Governor Scott and the agency got together with the legislature and we put together a relief package for our farmers because a great deal of their markets were disrupted and a loss of income to them.  We have granting programs to try to make up for some of those losses because of COVID. The dollar figures, we have a $25 million granting program for dairy and about an $8.5 million granting program to working lands, which covers just about everything else that is not dairy. What percentage of farms are participating in this grant program right now? Well, we've had a robust response to this because of the disruption. We think we're gonna be okay in money. We won't know if it's all gonna be used, but it's sort of trending towards, we will use the $25 million that's needed for dairy. Right now the average farm is receiving about, in the dairy side, about $33,000, $34,000, but some of the losses that they're experiencing are much greater than that. Some of the large farms, which are dairy farms that have more than 700 cows, some of their losses were predicted early on in this, they were gonna lose an income of about a million dollars a year. So they're gonna be receiving, at most, from us as $100,000 grant. There is some federal aid that's also coming in to help our dairy farmers and others that work the land. So we hope some of those grant dollars will keep people on the land, on their farms with their families working, but it's certainly been a difficult struggle. I wanna go through some of the other projects or some of the other activities that the agency's involved with at this time. What about the Maple 100 project? Yeah, a Maple 100. We think of Maple, Vermonters know Maple pretty well. It's been around, it's part of our diet every day, but outside Vermont, we need to do a better job of letting the world know about this wonderful sweetener. It's a natural sweetener. So this is a marketing campaign that we've taken to, a lot of it on social media, whether it be Facebook or Instagram or Twitter and we're just highlighting all the special things about Maple. It's more than just pancakes now. Maple is being infused in barbecue sauces and salsa and spirits and beer, Maple creamies. So we're highlighting the special Maple tree and what Maple does for our state and how important it is for our sugar makers. So it's just highlighting that Maple should be talked about and used year round. So we're highlighting all the 100 best events. It could be going on a trail and seeing the wonderful sugar bushes that are out there. It could be visiting a trail that highlights the wonderful habitat that the sugar bush creates for our wildlife, whether it be birds or it could be some food. It could be a food trail. It could be a creamy trail. All those wonderful things over the next year are gonna be talked about with the Maple 100 campaign. And that campaign can be found detailed in the agriculture website. Absolutely in the website. And if you follow us on social media, we have channels on Twitter for the Agency of Agriculture. We have a Facebook page that we populate and show wonderful images and get information to our farmers and the public of what's happening in the world of agriculture on Facebook. Instagram is a wonderful platform for agriculture with all the wonderful images and information and sort of the real stories are told on Instagram about the wins and the losses in agriculture. So it's all there for folks to see what's happening every day with Maple 100 on some of our social media channels. Excellent. Tell us a little bit about the dairy industry. How specifically is the agency dealing with the dairy situation, particularly during this pandemic crisis? Yeah, it's been a rough time for many of our dairy farmers. We have lost some dairy farmers. We knew that was going to happen because of the dramatic price they were being paid when there was too much milk and cheese on the market. But other areas they've adapted. We're just trying to get through these next few months so they can survive at the other end. It employs a great number of people. We have some major national brands in dairy that are very important. We have DFA of St. Albans in Franklin County and throughout Vermont. We have Vermont Creamery, which is a growing creamery. It has supplies, a product that includes butter and also a specialty cheese. They also take a great deal of our goat's milk and make it into a cheese world-class cheese maker. And of course, we have Ben & Jerry's ice cream and then we have Cabot. Cabot's 100 years old this year and a very important national brand where you can find your cheese in just about every state now throughout the United States. So all very, very important to us and just employ a lot of people, whether it be truckers whether people that are in the manufacturing plants or whether it be our farmers and their families and the farm workers. So it's very, very important to our economy in Vermont. That's great. I noticed the words, Jews, Vermont, dairy and some of the items that I've been reading. Do you wanna encourage Vermonters and other people to seek out our products? Yeah. Yeah, it's very important to look for the Vermont label, help your neighbors if you can. If we can keep that money in Vermont by spending your hard earned dollars in Vermont by choosing Vermont, if you're in the dairy case and you're looking to find out if it's Vermont milk you can look for the code number 50, code number 50 on the label will indicate that that milk is being bottled in Vermont and very important to us. So it's just, and we've seen a little bit of change. I think a mindset, a reset from our consumers they are really focused on local agriculture now and I think it's a real opportunity despite the hardships that have been happening out there. A number of folks have started to visit more farm stands more farmers markets, trying to get more their meat their produce and their milk from local farmers. So that I think that's the opportunity for us and we just need to keep capitalizing on this as we come out of this pandemic. That's great. And tell us about the farm stands that are active despite the COVID-19. Tell us about how the agency was working with those operations. Yeah, it was interesting. You know, Vermont has always had a good core of farm stands but when people got a little nervous about traveling out and maybe some did not want to go to a traditional supermarket they started visiting their local farm stand and those farm stands can have all the staples. They have fruits and vegetables. They may have a dairy case. They may have local meat. So we saw a number of those that had those do well and they were trying to keep up with the demand of the consumer but we also had some folks stand up new ones. We had some folks, particularly on the meat side we have a new one that popped up in Franklin County that he's a dairy farmer but he also had the opportunity to use some of his animals and process them and turn them into, you know, steaks and chops and so forth. And he stood that up. So you're seeing that as people adapt to this and anything that over the last six months has been directly to the consumer from the farmer or the producer is doing much better than they have traditionally before this. So it's all everyone just adapting to what's out there. That's great. Tell us about this problem of phosphorus and how the agencies come up with a grant to deal with that. Why is not it such a problem? Well, phosphorus is valuable because it's a nutrient and it helps, you know, grow crops. So it's needed, but too much phosphorus in one place and too much phosphorus that runs off into the water can create environmental problems. So this is a situation where all our farmers are heavily regulated now. They have nutrient management plans. So it tells them, you know, how much manure they can put on one particularly field or not another field and what the phosphorus levels should be on that field. You know, we have buffers that prevent phosphorus from having the chance to go into a waterway. So there's quite a bit of regulation around phosphorus for dairy farmers and vegetable producers as well. But what we've come up with is a lot of people are going above and beyond the regulations. So we've designed a system that we are going to reward or compensate farmers that reach a certain level that's above and beyond. And we're still working on all the math and so forth on that, but farmers essentially be paid for going above and beyond the normal regulations for improving the environment. The Agency of Agriculture in Vermont received a $7 million USDA NRCS grant and those dollars will be used to stand up this program and over time, it's a five year rollout, over time after some, you know, checking the fields, making sure farmers are going above and beyond, they'll be compensated for that. So it could be another stream of income and it also helps the environment because as more people adapt these practices, if they know they're going to be rewarded for them more, these conservation practices, they may be inclined more to do more than the minimum. So that will help the environment too. So we're pretty excited about it. It just was announced this fall, we'll begin the process this winter and hopefully over time, farmers will be rewarded above and beyond the normal regulations about how to maintain and control the phosphorus and running into waterways. That's great. Well, tell us a little bit about another one of the enumerated projects that are going on and that's the Agricultural Assistance Program going on right now. Yeah, those are programs that are related to helping people get their business righted. Even if the pandemic has hurt them, we have some programs that may be able to fill in some of the gaps or those. So for example, if they've sustained losses, so maybe they were a cheese maker and they lost a tremendous amount of their income because restaurants shut down. They could document those losses with us, send in an application and we can try to make up for some of those losses using these federal dollars that have come from Washington. That's all based on losses or maybe it's something that you've had to add expenses. Keeping workers safe, maybe working overtime to get the meat cut and processed at a slaughterhouse is an extra expense and that is because of COVID because of the need of food and the operations that they need to do. That is an added expense and maybe through these federal CARES dollars that we're managing, those slaughterhouses could get some relief in a grant from us. So that's what that program is about. Excellent. And finally, tell us about this big E, this exhibit going on. Yeah, the big E. The big E is in West Springfield, Massachusetts. It's New England's largest fair and it's one of the biggest fairs in the United States. And of course, large gatherings didn't happen this fall and summer. All our fairs and field days had to cancel and so did the big E. Now Vermont has a significant event down there because we own a building. Vermont owns a building at the big E. It's on the Avenue of States. Every New England state has a building there and what we do is we sell Vermont down in that building whether it be cider donuts, whether it be cheese, whether it be pizza, whether it be beer, whether it be art or artists go in there. We have chocolate people from Vermont are there. We sell a tremendous amount of maple that goes through there. Well, that didn't happen this year. So what we did was we stood up something virtually. The agency put up with the help of the Vermont Tourism Department so people could remember the 30 plus vendors that normally are there for 17 days. So it was a reminder to them they can still have a little bit of Vermont even though they couldn't go to the fair, they could go to this virtual big E fair that we stood up and they could order Vermont products from them and support those vendors and those companies that they have for a number of years at the big E. So it was a way to give back a little bit to those wonderful companies whether it be Vermont Flannel or Cabbage Cheese or Cold Hollow Cider with a donut. They could go on that website, order something and help that company try to get through these difficult times because of COVID. Great. Of course, we remember the Vermont Strong campaign and the ability of Vermonters to pull together and work with each other and help each other and help other people. I'd just like to give you this opportunity to talk to our audience directly as to how they can assist your agency and how your agency can assist you as we come to the end of 2020. Well, it's not complicated. It's just if they can support their local farmer you know where they are, visit a farm stand visit a farmer's market. When you're shopping in the supermarket if you can do it, reach down into your pocket and say, look, I want to support a Vermont company because they are your neighbors. And all through this pandemic, Vermonters have really rallied whether they sacrificed not going to that event or staying home when they had to when they were sick, wearing that mask, not getting too close to one another, taking care of their health. That has been part of what's made Vermont successful through this. And I think one thing that's gonna make a successful going forward is if we all sort of focus on our neighbors, try to help them by buying Vermont agriculture products, it will help them, it will help our local economy and it will help our state in the long run. So that's sort of, it's not complicated. It's just a simple message of buy local if you can. That's great. I wanna thank you for giving us all this harvest report and hopefully we'll be able to speak with you again when maybe things we've got through the winter and or even any other time you wanna address our viewers. And thank you, Mr. Secretary. And for appearing here on Positively Vermont. Well, thanks for keeping it positive. And we always are delighted to talk with you Dennis. And thanks for sharing all this information with your viewers and listeners. We really appreciate it. So thank you very much. Thank you. This has been Dennis McMahon for Positively Vermont. Our guest has been Anson Tevitz, the Secretary of the Agency of Agriculture, Food and Markets. Thank you for watching.


This is Waylon Chow, and welcome to Basic Forms of Business Organization, Module 4a, Part A. In this part, we will do an overview of the three basic forms of business organization, and then focus in detail on the sole proprietorship. In this module, we will look at the three basic forms of business organization. The most basic one is the sole proprietorship, and then we'll look at the partnership and the various different types of partnership, which are the general partnership, the limited partnership, and the limited liability partnership. And the last type of or form of business organization that we'll look at is the corporation, or specifically business corporations. There are other types of corporations, such as non-shared capital corporations, which are used by not-for-profit or charitable organizations. We won't look at those, but we'll focus on only business corporations. Let's now do a high-level overview of those three basic types of business organizations. So let's have a look first at the sole proprietorship. The simple legal definition of sole proprietorship is one individual carrying on business alone. We have one owner carrying on business. So here's our sole proprietor right there, and our business is represented by this happy face. And this business has various dealings with outside third parties, such as customers, suppliers, or employees that it hires, various levels of government, including a Canada revenue agency. So the business, like any other business, has dealings with outside third parties. Now the key legal aspect of a sole proprietorship is that the owner and the business are legally considered to be one and the same. So if, and we'll talk about this in further detail a little later, but if, for example, if the business owes money, because the owner and the business are one and the same, it's the owner that personally owes that money. Let's now have a look at the partnership. A partnership is considered to be one or more persons carrying on a business in common with a view to profit. Legally speaking, it's considered to be a relationship and not a separate legal entity. So let's have a look. These are the two partners here. So they get together to carry on a business. So that is called a partnership. The partnership has dealings with outside third parties, such as customers, suppliers, employees, governments, and CRA. And the key legal aspect of a partnership just like with a sole proprietorship is that the owners and the business are considered to be one and the same legally. So if the partnership owes money to someone, the partners themselves also personally owe that money. And now the corporation. A corporation is created by incorporating something called a corporation under a statute that's been created by either the federal parliament or provincial legislature. A corporation is considered to be on its own a legal person that's separate from its shareholders. So the owners are called shareholders. So it can be either one person or an unlimited number of people. In our example here, we have two shareholders. The two shareholders own shares in this separate legal person that's called the corporation. The corporation as a separate legal person has dealings with outside third parties. So again, the shareholders are the owners. The business resides within this corporation, which is a separate legal person. So the key legal aspect is that the owners and the business are separate. That's what makes a corporation very different from either a sole proprietorship or a partnership. Here is a map of the different forms of business organization that we will be covering. For each of them we will look at how it is formed, the key legal aspects, the financing of the business organization, the tax treatment, and also how is it dissolved, the dissolution. The first type that we will be covering is sole proprietorships. How is a sole proprietorship formed? All it takes is one person starting the carrying on of a business, and there you are. There's a sole proprietorship. There are no formalities that have to be completed to legally create the sole proprietorship. In other words, there are no forms to fill out, no registration to be done, and no fees to be paid to legally create the sole proprietorship. All it takes is that one person carrying on the business. However, there may be some formalities that are required to actually operate the business of the sole proprietorship. So these formalities could include getting a municipal business license and registering the business name. So consequently, it is very easy and inexpensive to get started as a sole proprietor as compared to a partnership and a corporation especially. A scenario that we will be working with throughout this module is called Lucy's Lemonade, which involves a little girl named Lucy who starts up a lemonade business. So we'll see her lemonade business evolve from being a sole proprietorship all the way to being a public corporation. So the basic scenario starts with Lucy deciding to sell lemonade in front of her house. So she sets up a little stand and makes a little sign offering lemonade for sale for 25 cents a cup. So what she's done is she has created a sole proprietorship. The two key legal aspects of a sole proprietorship are that the owner and the business are considered to be one and the same, and that there is unlimited personal liability on the part of the owner or sole proprietor. The key legal aspect of a sole proprietorship, which I have mentioned before, is that the owner or in other words the sole proprietor and the business are one and the same. So that big concept has many different consequences. One consequence is that all profits and losses of the business belong to the sole proprietor, and that has a secondary consequence in terms of how a sole proprietorship is taxed, which we will discuss a little later on. Another consequence flowing from the concept that the owner and the business are one and the same is that the sole proprietor is personally responsible for all of the legal obligations of the business, including all the contracts entered into in the course of the business, and any torts that are committed in the course of the business by either the sole proprietor or any employee of the sole proprietorship. If you remember when we dealt with torts, the concept of vicarious liability, an employer can be vicariously liable for torts committed by an employee in the course of their employment. And also tax liabilities. If the business owes tax, then the owner, being the sole proprietor, is the one that is actually responsible or liable for that tax. Because the owner and the business are one and the same, the sole proprietor, the owner, has what we call unlimited personal liability. That's a huge disadvantage when operating using a sole proprietorship. What unlimited personal liability means is that since all of the business obligations are the personal obligations of the sole proprietor, all of the sole proprietor's assets, whether they be business assets or personal assets, are at risk from claims by business creditors. So if a business supplier sues the business, the sole proprietor is personally liable for that debt to the business supplier. The supplier can obtain a judgment from a court and enforce that judgment by seizing the assets of the sole proprietor. And those assets that could be seized are not just the assets that are used in the business, but can include any of the sole proprietor's personal assets, such as a house or a car or anything that's owned personally by the sole proprietor. So Lucy, in her lemonade business, she has decided to hire her little sister Marcy to help her with the lemonade stand. She pays Marcy 25 cents per hour. Marcy makes a batch of lemonade, but mistakenly mixes in some powdered detergent instead of sugar. Lucy sells a cup of this lemonade to Charlie. Charlie drinks it and becomes so ill that he has to be hospitalized. He does thank goodness recover, but once he's recovered, he sues Lucy for damages of $100,000. So is Lucy liable to Charlie since it was Marcy that put the detergent in the lemonade? So please pause the video so you can consider this question. Lucy is personally liable as the sole proprietor. Lucy is liable because she is vicariously responsible for the negligence tort that was committed by her employee Marcy. So because of vicarious liability and because Lucy is the sole proprietor, she is personally liable for the $100,000 of damages that may be owed to Charlie if he's successful in his lawsuit. So let's say Charlie wins that lawsuit and obtains a judgment of $100,000 against Lucy. The business assets of Lucy's lemonade consists of just a few pictures and utensils worth $20, some inventory which is bottles of lemon juice worth $15 and two folding chairs worth $30 and no cash. But also Lucy has a personal bank account with a balance of $5,000 that she is saving for a university. So the question here is if Lucy cannot pay the $100,000 judgment, what assets can Charlie go after to satisfy the judgment? Please pause the video at this point so you can consider this question. Charlie can go after any or all of Lucy's business assets and personal assets including the cash in the bank account. So that has to do with the fact that the owner and the business for a sole proprietorship is one of the same. Lucy is personally responsible and she has unlimited personal liability for the debts of the business. Where does the financing for a sole proprietorship come from? Since there is only one owner, the capital for the business has to come from the sole proprietor. Now where does the sole proprietor get the capital from? So one source is from savings. Another source is to sell or contribute assets that he or she already owns. The sole proprietor may also borrow money from a lender which could include the bank or friends and family. For example, the sole proprietor may already own a house that they live in so they could get a mortgage against that house to get a loan from the bank. How is a sole proprietorship taxed? So let's remember our key legal aspect being that the owner and the business are one and the same. So that means that any business income or business losses belong to the sole proprietor. So if there are business profits, they are considered to be the personal income of the sole proprietor and get reported on the sole proprietor's personal income tax return and are subjected to the personal tax rates that apply to the sole proprietor. And in Canada, those personal tax rates sometimes could be higher than rates that would apply to income earned by a corporation. So that is considered to be generally a disadvantage of being a sole proprietorship. An advantage, however, is when the sole proprietorship has business losses. Those losses, just like the profits, belong to the sole proprietor and they get reported on the sole proprietor's personal income tax return. But it's an advantage from a tax standpoint because those business losses can be used on that tax return to reduce other personal income of the sole proprietor. So the effect is that the net income of the sole proprietor is reduced by those business losses and the less net income you have on your income tax return, the less tax you pay. So the usual strategy that many businesses use is that when they start up, most new businesses expect to have a loss in their first few years, in their startup years. So it's usually beneficial, from a tax standpoint at least, during those first few startup years to operate the business as either a sole proprietorship or a partnership and we'll talk later on that partnership has this same tax advantage. So in those startup years, we operate the business as a sole proprietorship or partnership so that the owners of the business are able to claim the business losses on their personal tax returns. And then once the business starts earning a profit, we can easily convert the business from either a sole proprietorship into a corporation to take advantage of lower corporate income tax rates and other various tax advantages. Since a sole proprietorship is not a separate legal entity, when the sole proprietor dies, the sole proprietorship comes to an end. It cannot go beyond the death of the one owner. Any business assets or liabilities that exist at the time of the death of the sole proprietor get automatically passed on to the estate of the sole proprietor. The estate will take care of paying those liabilities and any other liabilities that the sole proprietor had at the time of his or her death. And if there are any assets remaining after those debts are paid, those assets will pass or be transferred to the people named in the will of the sole proprietor.


Hey guys, real is the game here welcome back to another Roblox video today. We're gonna be playing happy oof day All right, so if you guys don't know what happy oof day It's basically another game like party xc. I don't know if you guys have heard of it It's like this game you have like multiple endings to it You just have to find them throughout the game So it's gonna be pretty crazy man, and I don't know what to expect from this but some craziness and some right So let's see what it says warning please rate this game includes loud sound score and jump scares Oh god sounds like my game already if you are under the edge of 12 I would recommend you exit out of this game if you wish to continue tap click to begin anywhere Well, shall we click over here? Okay, happy oof day You've never noticed the fact that an odd red figure had been protecting you from a ghostlike yellow creature named For the past few years, but today that's all going to change He might die a painful death trying to escape the oof or you may defeat him Oh god, it is up to you how this ends. Oh man knowing up to me probably I don't know man It's a 50-50 chance of survive. All right, so let's see. We're gonna try to get all the endings Oh, okay, we can't go third person anymore. Are you wait? I see a giant oof head sticking out of the wall over there. Let's go click it Where is let's see? Oh do not click case I do not click. I think we should trust it man I don't know it, but here goes nothing. Oh Okay, so there's yellow oof faces everywhere now. Oh Everything's backwards now says a happy oof day. Well, there you go Okay, so I had about the game pass because it said tuxedo and top hat, but I thought it was gonna go on my character, but We just made the noob lick way more elegant. So there he is. Mr. Fancy noob. Okay, so where do we go? okay, uh Trap, what does that say? Why oh my god party? Why did I say trap? Okay? It says party backwards is pointing this way I'm guessing it's pointing at this red and black. Oh Okay, so now the music is going quicker and everything's upside down What what do we do here?  How do we jump on this guy? This is confusing. Oh, oh, we're supposed to go here Here goes the oh, there you go. There's a door at the end. Should we go down there? I don't know we should trust it, but here we go man I don't really want to go through this door because I know something bad is gonna happen. We might just oof What in the oof is going on here?  So let's just keep going down the stone. Wait Now we're walking super slow What is happening man? Low There better not be a chubb's guy here. I swear How well oof is there is Okay, can we reach the end of the tunnel? Oh my god, can you walk any quicker, please? I think it's going so slow Hey, hey, hey my god.  Oh my god. So I guess every time you get an ending you have to reconnect to the server. So let's reconnect Damn, what's up with the music though? Hey, it's a pretty lit music. Okay. Why is it not reconnecting? There you go Okay, happy with the yes. Yes. So as we know if you're a baby cry, don't watch the game I mean don't join the game. Okay, so let's go in here party Okay, let's go to the party I want to go to the party man. Oh, wait. I see some stairs here. I mean ladder Okay, let's climb up the ladder. Okay, why did it get quiet? It's too quiet now, man Where's the oof music? Okay, let's go.  So he sang happy. He said we were the cake What does that even mean? Let me know what that means in comments guys I don't know what that means by him saying we're the cake I'm guessing he wanted to eat us or something Oof. All right, so let's see what else. Let's try to find the other endings So let's go up in this oof house Or whatever you guys want to call it. What about this guy right here partying in the window? What he actually turned I didn't know if he actually turns He looks left to right Okay, I don't like that every time we step in here the music shuts off Okay, let's go What he has a gun Yo, yo dawg god. He just shot us Hey, now we have a different song So did they all sing happy birthday to you? It's kind of weird. Why do they all sing happy birthday?  I don't know man Okay, let's go over here. So we got three endings so far out of like, I don't know There can't be like 10 12 endings. Oh my god, the music just went silent. Okay, let's go in this room Oh, no, we can't even run back out because it shuts us in here great Okay, what? Dude, the guy was in the window. No, he's not there. Oh my god, where to go? Okay, uh Hello anybody in here? No There has to be a secret path way in here. I'm pretty sure There has to be something unless we sit on the chair I'm gonna taste your lungs. Oh god. Look at this game over great We just got wrecked by that old oof noob on the chair Okay, so that's four I dig so far We have like six more to go or so Oh my god Okay, what's up, mr. Oof I'm choosing to call him mr. Oof because I don't know what his name is Okay, so let's go. Okay. We went in here and in here now. Let's go down the hallway. There's an arrow pointing down this way Okay, where does this take us? Where are you leading us to man? Okay. Now. It's just like a maze. Great man Just where we wanted, right? Okay, where do we go straight? Okay. Let's go into this little pathway What is down here? Dude, it's never ending. Come on Okay, we're getting to the end We're oh my god, there's a red oof there. I don't know. We should get close to him. He's in the corner Oh, great. Now we okay. We have no other choice but to go straight at him Okay, the music you guys hear that music Now that's my type of music Okay, hello, mr. Oof Mr. Bighead, what's up, man? What's going on over here? Are you oofing? Please don't make me oof man. Oh gosh Okay, now what we can't move Is he gonna turn? It's that glam What does that mean? Oh, I'm guessing this is a way to get out Okay, uh, I don't think we can make that jump because we can't even run here goes nothing. Yeah.  Maybe this is the way we survive Okay, wait. Oh no that pillar. Okay. We have to be fast because I don't know if it disappears Oh god Okay. Oh, we need a code Are you kidding me? What's eight one two four seven? Okay. Great eight one two Four seven Enter walk the plank Wait, what about that door? Why is that one red? Oh I just fell. Oh, oh god. There's a lot of oof Wait, did that thing push me because I try to walk forward I think it did push it down No Oh my god I assumed that was one of the endings because we just got pushed off the top man. That was not cool Okay, so we got five wait, that's five right five endings so far. Oh my god. How many endings are there? There's gonna be a lot of endings to this game In case oh wait, we can go back here. Okay, can we go in the car? Why is there a car here? I'm pretty sure this car does something man Can we get in the car? I don't think we could get in the car man open No Okay, so that we I don't know what we can do as a car yet. I'm pretty sure we can do something with it because There's always something there to do Right, so we went this way. Wait, we went up. Okay, so we went up the ladders already Oh my god, we have to keep walking all the way down here again. Not the maze Okay, so let's go into the maze Let's go around this corner.  What happened. All right, so it seems like we can walk past that hallway, man So we're missing some endings. So let's go find the other ones Okay, uh, maybe these trees have something in them No, oh, I see a stairs. There you go. That's what I'm talking about See how they'd be sneaky man. They put them invisible so you can't see them. Okay, so where do we climb up? Where do we go? We just keep going. Oh We gotta teleport to somewhere else. Okay, uh, what to say pink? Okay, so we click on the pink one better not be a troll, man Okay, it opened Okay, now what? What? It's a giant oofa Oofa oofa oofa oofa oofa Happy birthday to me Okay, now what what is going on here, man? Do we have to listen to the song? Hello nobody anybody here Oh, man, I'm guessing that was an ending. All right, so let's see what's behind this door, man. Oh gosh. What's what is this? Okay, so the floor collapsed Just go down there. I feel like it's a trap. Oh, I see a button I mean a door with a button I guess let's go.  Do we click this? Nope not yet. Okay. What do you have to tell us, mister? Hello, don't be scared. I'm not scared, man. I'm just weirded out. Okay, you're in the elevator traveling back to the house Okay, when we reach your destination, you have to get as far away from this place as you can All right, man, so we have to get out of here. I wonder where we have to go Come on. Just let me get out of here, man Let me go. By the way, I'm glim.  Oh, well, thank you, mister glim Thank you so much for your generosity, man. Okay, can we leave? Okay, once we reach you have to leave. Yes, you told us. Let's get out Yeet I'm out of here boy. Oh, I see the stairs now. I see a ladder. Where is it taking us? Okay, let's climb up better. Take me this better be the straight way to have it. Oh I'm dying help look at me. Okay. What? Oh my god, he's dying somebody help the oof wait So it's just the oof that glim has been protecting us from the whole life Oh my god, it would do do we step closer to him. Oh my god now. He's a scally He's just ah stop it. Okay, so do we go up to him?  Okay. Did the dialogue change? Let's try to let's try to read it Okay, just wants it to stop it.  Not us man. Okay, let's go Okay. Oh my god, he keeps running back. Oh now he lost the arm and the leg Now he turned. Okay. He's white from the back now. He doesn't have any legs. How's he running away? Oh my god, somebody get they mans and he has no body now. It's just a flying rib cage.  Happy if they make a wish you saved us all Oh, so I guess this probably takes us to party xc because there's a cake I mean, I don't know if they're linked together But I mean that would be kind of like a cool way to link it, right? I don't know man, but this was happy if they what happens. Can we eat the cake? You can't eat the cake. Why that is torture, man I put a cake if you can't eat the cake That is evil. All right, man All right, you guys, thank you guys for watching. Thank you guys for the amazing support If you guys enjoyed the video make sure to slap the like button If you're new to the channel make sure to subscribe and hit that notification bell And I will see you guys in the next one. Bye


What is going on guys welcome back to the channel critical overlord here, so in this video we're gonna be talking about screen 5 and the likelihood of them sending out Multiple cuts of the film to certain individuals when it's time for paramount to send out What's called screeners so individuals like Chris Stuckman if you watch people such as cricks Chris Stuckman on YouTube who have those platforms or or Other youtubers who do film criticisms on their channel and if you just are someone who reads Criticisms on these big notable websites those individuals depending on their connections They get what's called a screener prior to the film being released And that's how these critics are able to then disperse their review To the masses prior to the film's release to build hype or to build Anticipation or to completely bash the film and diminish whatever hype may have existed in your brain But now that you're seeing what other people think you're kind of putting your expectations a bit lower That's how that works So the theory is that there's a chance that with the fact that we know screen 5 is gonna have multiple Endings and multiple edits to prevent leaks and spoilers. They could send out multiple versions of the film with different endings to Critics when it comes time for a screener to be sent out now My thoughts on that would be one of them would at least have to be real And what I mean by that is one of them would at least have to be The film that's gonna be shown to everybody on January 14th 2022 because what I would hate to see is for them to do that with a theatrical release I don't think that would work because what that would do is that would basically You'd have to work with what you have done and make multiple edits for screen 6 and You'd have that just becomes too messy You can't you can't do that with the official release because you you're putting yourself in a position where you have to create Multiple endings to fit the version of the film that a person watched depending on what theater they went to depending on what country They went to that's why I'm saying they can't do that when it comes time to the actual theatrical release But when they're sending out screeners That sounds like a very interesting clever way to keep everyone on their toes because then what would have me floored is If when I watch a screener if I get one of course, I Go to look at the same film in theaters Everything's the same but then things start to change as the film is coming to its close And the killer is someone completely different other than the person that I saw when I had already seen the film But the narrative still makes sense just as it did in the screener I saw but the theatrical version is Gonna be much different in terms of who the killer is but it still brings everything and wraps up in a nice bow Where there's no illogical things that have happened It's still the same movie front and back But the killer that's placed here is different than the person that I had gotten in the version I had saw at home I think that would be a clever way to throw people off that definitely be a clever way to get different thoughts and opinions on the screeners that are sent out so and Obviously, that would be just be very shocking because If I sit at home watch screen 5 give my non spoiler review And then I go out and watch it in theaters when it comes out because I'm going to do that probably three times at least When I go see it in theaters and it's a different killer But the narrative and everything still works so well. That's just gonna be Shocking And then that would then confirm we won't we won't know who saw the actual true film They're gonna go with until we all see it in theaters those of us who get screeners We won't know which ending they are selecting until we go see it in theaters that in and of itself It's kind of a reference to what went on in the events of screen 3 and the way Roman was choosing how he was going to kill the victims involved from the staff 3 cast around the staff 3 production I think that's a very clever way to not again only keep us on our feet to keep things unpredictable But you're also still playing on things that have actually happened in this series in the past Such as what happened in screen 3 with Roman and how he was going around killing the cast of staff 3 And we didn't know how he was gonna do it because there were three different versions of the script So I think that's a clever way to keep everyone on their toes. I think that will keep everything very exciting No one would know which version is the true version They have decided on until we go see the cut that they put out in theaters and like I already mentioned I don't think it would be wise to release multiple cuts in theaters because then You're saying all of these are official cuts because they're all different But they're all being released to two theaters with different endings and then what you're being forced to do is Since you wanted to do that Those cuts that you decided to release all those multiple official cuts you put out You have to now make sequels and give narratives that will line up with all those endings that you decide to throw out To the public. That's why I'm saying they're not gonna do that That that's creating too much of a mess the only way that would work with this whole Secret ending stuff is if when it comes time for Paramount to issue out those screeners to critics They send out different screeners that have potentially different endings. That's the only thing that would work That is the only thing that would work when it comes time for the film to come out That is when we'll know what cut they decided to go with Releasing multiple cuts officially to different theaters across the world That's just gonna create a convoluted mess for yourself because then when it comes time to do the next film You're gonna have to branch out and come up with something to fit all those narratives depending on what film you saw Depending on what theater you went to depending on what country you're in that's not gonna work out very well That's just creating more work for yourself, but I like the idea. I think it's very clever I think it could work. I think it would be very interesting now the likelihood of this happening I think it's slim, but given that they have all these different edits. I don't see why you can't toy with the idea I don't see why it can't be explored You're not doing it with anything other than the screeners that are getting sent out and that that way it would prevent it would prevent people What I would what I would also think is clever Maybe they don't send out different screeners, but what they do is they they give out a disclaimer Where they say this version of the film that you're watching it might be different compared to others Alright might be different compared to others that are receiving this same link To prevent the to prevent to prevent and preserve the story to prevent leaks to prevent anything coming out But then that disclaimer could be a bunch of BS and it's nothing but to just begin prevent spoilers And we're all watching the same movie. They didn't send out anything different. They just really don't want any spoilers out I think that would be another clever thing to do But again, that is lying at that point But still anything to protect it from getting leaked But let me know what you guys think about all this down in the comment section below I don't really see them doing this I just wanted to talk about it really quick because I think that would be a very interesting thing to do when it comes time to Promote the film and send out screeners weeks in advance before its release Since it's coming out on January 14th If it doesn't get pushed up the Christmas like I hope it does I'm expecting to still see it around Christmas time anyway if everything falls into position how I wanted to I'm expecting to see Scream 5 before the year is even over because by that point it will be January 14th right after Christmas So around Christmas time maybe even a little sooner than that they could be sending out screeners right then in there Or they might wait till the week before release. I would hate that I would prefer they send this out weeks in advance just to build hype But let me know what you guys think about all this down in the comment section below If you haven't already made sure you subscribe turn on post notification in this video in the description I have links to my social media accounts on Facebook Twitter and Instagram you can message me there Of course, there's any movies news or reviews you'd like me to cover in the future without it in my guys I will see you in the next video


Oh, and welcome to the session in which we would look at a task-based simulations on the CPA exam that deals with a liquidating distribution to 10% owner. What's interesting about this scenario is the fact that it's going to speak to four different company structure. C court, S court, general partnership and limited partnership. It's also going to involve that as well. So it's very important that you have a good understanding about this simulation. So this is a liquidating distribution to 10% owner. Before we start, I would like to remind you that if you are a CPA candidate or an accounting students for that matter, I strongly suggest you check out my website farhatlectures.com. I don't replace your better Roger, Gleam, Wiley or any other CPA review course. I wish I can. I can't. But what I can do is I can be a useful addition to your CPA review course. I can add 10 to 15 points to your CPA exam by explaining the material as you have learned it in college. I don't assume any prior knowledge. I will teach you the material from scratch. That's why in conjunction with your CPA review course, you will do very well on the exam. And here's your risk. Try me out for a month, 29, 99 a month. See if it works for you. If it doesn't, too bad you lost $30. Your reward is passing the exam. Now you're saying, why would I risk my money? Well, check out my LinkedIn recommendation. Look at what other people said when they use my system in conjunction with their CPA review course. Are you willing to take that risk potentially passing the exam? If so, try out my subscription. And if not for anything, check out my website to find out how well your university doing or not well doing on the CPA exam. I do have resources for other accounting, CPA sections, finance audit courses as well. Please like this recording, share it, connect with me on Instagram and Facebook. What I'm going to do, I'm going to take this problem and use an Excel sheet because it's much easier to use it in an Excel sheet because I can use formulas. It's easier for you to follow. So here's the Excel sheet. So we have a company, Maggie company had a 10% owner distribution. The pre-distribution basis is $30,000. The asset distributed was a piece of land that's held as an investment, a fair market value of $30,000. The adjusted basis for the company itself is $15,000. That's what we have so far. We have liabilities, non-recourse debt. We have a non-recourse debt and recourse debt and total liabilities of $50,000. Then they're asking us to compute the total gain or loss recognized by the company. Total gain or loss recognized by Adam the shareholder and the Adam basis and the asset distributed because we have Adam as a 10% shareholder in this company. So let's go ahead and start to solve this problem. Now, let me tell you this. If you really know the rules, this simulation, it looks like it's a lot of work. But once you know the rules, it's not really a lot of work. So I'm going to try to give you the shortcuts, but this is not how I usually teach, but this is what I want. I want to give you the shortcut to know exactly how to solve this problem. Obviously, I have a lot of time explaining, I have a lot of lectures explaining distribution for C, S, so on and so forth on four half lectures within my lessons. But on the exam, you want to remember those quick rules that's going to help you solve the problem. First, what is the total gain or loss recognized by the company itself? So when you're looking at gain or loss, remember the company as the company distribute the asset as if they have sold it. As if they have sold it. So here's what they have. They have an asset with a fair market value of 27 adjusted basis of 15. So if they sold it simply put, they're going to have a gain of 12,000. So as far as the corporation is concerned, whether it's a C or an S, we're done. This is all what it takes. It is the fair market value minus the adjusted basis. Again, the logic behind this, not the logic. Actually it is the logic. The logic behind it is think about it from a logical perspective. Again, I'm keep repeating the word logic is they would have, if they wanted to give you the cash, if they wanted to give you $27,000 in cash, they would have sold it, right? And they gave you $27,000. Therefore, as far as the company is concerned, they sold it, then they gave you the money. Therefore, if they sold it, they have to recognize a gain and that gain is $12,000. Again, whether that is a C or an S, the gain is $12,000. So easy peasy here. You should plug in $12,000 immediately. Give me one second to show you the figure here. And $12,000 it is and $12,000 for the C and for the S. So this should be fairly quickly. This should be done fairly quickly. Also, let's keep going for the partnership. You need to know that when a partnership distributes an asset to its partner or member, they don't recognize a gain or a loss. Therefore, easy. It's a zero. You don't have to think about it. There is zero. So that's also, we already finished one-third of the simulation with basic or minimum computation. You just finished one-third of it. Now we need to discuss this from the total gain or loss recognized by Adam. Who's Adam? Adam is the 10% owner. 10% not owner. Yeah, the 10% owner that's getting this asset. Well, let's take a look at Adam. Adam has a basis of $30,000. If we're looking at C corporation, think of when you buy stocks in Tesla or Walmart or PepsiCo or any other company in the real world or Amazon. What you do is you pay a price and that's your basis.  Guess what? You are at a loss. You are at a loss. You invested $30,000. They gave you $27,000. Simply put, for a C corp, it should be straightforward in my opinion too. And you have a loss of $3,000 and that's the difference between what you paid $30,000 and your fair market value you received. Simply put, you gave them $30,000. They gave you $27,000 back. You are at a loss. Let's discuss the distribution for the S corporation now. For the S corporation, remember, the basis could change. So therefore, we are starting with $30,000. Remember, you have to know why the basis go up and down as well for the exam. Now, when we distribute this piece of land as an investment, remember the company itself recognized 12,000 of gains. We already determined this. Now, as far as the basis for Adam, Adam's basis will increase by 10% because that's again 1,200. Therefore, the basis for Adam is $31,200. Okay? That's the basis, the adjusted basis after the distribution. Now, we're going to compare this adjusted basis to the fair market value. So our basis are $31,200. The adjusted basis is, I'm not sorry, the fair market value is $27,000. So let's do this. So if we take $31,200, we're going to take $31,200 minus $27,000. And you're going to think we have a loss, basically this is a loss because our adjusted basis are higher. Because remember, we have a basis of $31,200. They gave us something for $27,000. Now, the only thing you have to be aware of and be careful is the total gain or loss. Remember, although they have a loss on the distribution, remember, they're going to get $1,200 reported from the gain. Remember, this gain was $12,000. Adam will get $1,200 as a gain. Therefore, the gain will be $1,200, $1,000 plus $1,200. And the net loss will be also $3,000. So simply put, it's $30,000 plus $1,200 increase in the basis. Then we have the gain to adjust this, not adjust, but the gain to report. Therefore, the net is also $30,000. Once again, we have first a loss of $4,200 because our basis went up by $1,200. Be careful. Be careful. For the S-Corp, when we distributed, we have a gain. We adjust the basis before we compute the total gain or loss. Not $30,000, $3,000. So negative $3,000. Now, let's compute the total gain or loss recognized by Adam the shareholder. Well, if it's not cash, that's easy. There is no gain, no loss. Therefore, also, as long as we know the rules, we can answer those questions correctly. So notice, we did not really do a lot of computation. As long as we know the rules, we can go through this fairly quickly. Now, we're going to be looking at the last issue that we have to deal with is Adam's basis in the asset distributed. What does that mean? It means when Adam takes the basis, what basis are they going to record on their books? Because they gave them the asset. The asset has a fair market value of $27,000 and the adjusted basis of $15,000. So let's start with a C-court. What do we do with a C-court? For a C-court, well, they distribute the fair market value. Again, think as if they sold this asset for $27,000 and they gave you $27,000. Therefore, the basis is at fair market value, which is $27,000. Whether it's a C or an S, you would receive the basis of $27,000. From a partnership perspective, they have a pre-distribution basis of $30,000. Now, when we liquidate, simply put, we're going to have to eliminate this account, bring it down to zero. And we're going to give them an asset, which is the land. Now, remember, when a partnership leaves the partnership, when we look at their basis, including in this basis, is their liability portion. What is a liability portion? The total liability for this company is $50,000. This is a general partnership. Therefore, we assume this individual is a general partner. We assume it's a general partnership. It means everybody is a general partner. Well, in this $30,000, Adam has 10%, which is $5,000. Well, what does that mean? It means we have to reduce this $30,000, because simply put, as if we relieve them $5,000 of their liability, therefore, they have to reduce their basis by $5,000. Therefore, the basis is $25,000. Now, they're receiving something that's worth, sorry, their basis, adjusted basis is $25,000. They're receiving something that's worth $27,000. It doesn't matter what they're receiving. If their basis is $25,000, therefore, the basis and the property distributed is also $25,000. Simply put, we're going to take $30,000 minus 10% of $50,000, which is $5,000, which will give us a basis of $25,000. That's that. Now, let's take a look at a limited liability scenario. Well, what is the difference between limited liability and a general partnership is the debt. Now, we're only responsible. We're going to relieve them from the non-recourse debt. So the only thing that's included in this $30,000 is the non-recourse debt. Simply put, what does that mean? It means we have $30,000, and when we remove them, when we remove them, we're going to have to reduce because they're getting rid of their liability, including in this $30,000. The portion of their liability, $40,000 times 10% equal to $4,000 minus $4,000, which will give us adjusted basis of $26,000. Although they're giving them an asset of $27,000, we only recorded at $26,000. Simply put, they have a gain that's going to be the third for later. That's all what's happening here. Therefore, what we do is the answer is $26,000. Again, why $26,000? It's $30,000 minus 10% of $40,000, which is the amount of the debt that's included in this limited liability. Simply put, okay, let's assume we gave them the full $27,000. It means what happened is we increased their basis by $1,000. So when they sell this asset later, they're going to have $1,000 less of gains. Here, what we do is we say, no, your basis worth $26,000, and we gave you something worth more than $26,000. You would record your basis at $26,000. So when you sell it, your basis are lower.  It means in the future, your gain is higher. All we're doing is we're deferring your gain for later. That's all we're doing, okay? And hopefully, if you can follow this and understand it, not only follow it, if you understand this, let's do a quick recap just real quick. First, for the corporation, simply put, it's the asset basis versus fair market value. Notice it's the distribution at fair market value, $27,000 minus $15,000 for the corporation gains. For the partnership, we have no gain and we don't report gains unless there's cash. We don't have cash in here, so there's no gain. For the, we don't report, sorry, we don't report gain. Simply put, we don't report gain here. For the shareholder, gain or loss recognized by the shareholder, simply put, we're going to have to take what their basis is for the C minus what they got. They invested $30,000, they got $27,000, they have a losses of $3,000. For the ascorp, they have $3,000, but it's computed differently. First, we took the $30,000, add it to it, the $1,200, then when we computed the loss, the loss was, the net loss is, the net loss was $4,200 because we have a basis of $31,200 compared to $27,000. We have a loss of $4,200, then we add the gain that the shareholder received. Therefore, the net is lost $3,000. Again, the shareholder, no reported gain because they would have not distributed cash. The Adams basis and the distributed asset for the C corporation, it's fair market value, for the S corporation is the fair market value, same thing, fair market value. For the partnership, we had to remember to reduce the $30,000 by the amount of the debt relief for the total and the reason we did the total because this is a general partnership. Remember, general partnership. Let me highlight this. This is a, let me see if I can highlight only, yeah, I can only highlight the general partnership. Remember, this is a general partnership. Therefore, you are responsible for all the debt, which is if you leave, kind of basically we gave you $5,000, which is 10% of $50,000 because that's your ownership. For the LLC, you're only non-recourse debt secured by the building, we reduce it by $4,000. At the end of this recording, I would like to remind you, if you are studying for the CPA exam, if you're a CPA candidate, I strongly suggest you check out my website, farhatlectures.com. Again, I don't replace your CPA review course. I will try to explain the material in a different way. The supplement give you another alternative to help you understand the material. Study hard and stay safe most importantly.