legal matters

Rappler, the SEC Rules and Due Process

Since I wrote Rappler and the SEC Decision (thank you for the positive feedback and for sharing), I’ve been receiving questions about my opinion as to whether due process was observed.

Since my own curiosity was piqued, I decided to do some research of my own. Before I proceed, some important things to keep in mind:

  • The SEC En Banc resolution creating the Special Panel is not part of the Decision nor were its contents reproduced in the body of the Decision. This means I have no idea if the resolution specifies the kinds of orders the Panel may issue, the extent of its authority or if it has instructions that the matter be directly decided by the En Banc.
  • This is for discussion purposes only for us to get to know the SEC Rules of Procedure better and as such, I can’t give you any neat and clear cut  answers.

To better appreciate the issues raised by Rappler on due process, we will need to look at the SEC’s 2016 Rules of Procedure (download here) and the Decision together. (Note that I will not take up all the possible issues involving due process)

Continue reading “Rappler, the SEC Rules and Due Process”

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legal matters

Rappler and the SEC Decision

Yesterday, the Securities and Exchange Commission (SEC) handed down a decision that revoked the registration of the corporations Rappler, Inc. and Rappler Holdings, Inc. (Read it in full here) This decision from a regulatory body has quickly become the biggest news of the day with Rappler and various organizations calling it harassment and an attack on press freedom.

Controversy aside, I think it would be good if we can look at the 29-page decision itself because of issues of foreign ownership in mass media.

Here are my takeaways from the decision so far (note that I will skip some parts of the Decision here, like the procedural aspects which I discuss here):

  1. Rappler Holdings, Inc. owns 98.84% of Rappler, Inc. (Rappler, Inc. is the company that manages rappler.com) Both are domestic (Filipino) corporations.
  2. Rappler Holdings, Inc. issued Philippine Depositary Receipts (PDRs) to two foreign companies – North Base Media (NBM) Rappler, LLP and Omidyar Network Fund, LLP. However, the PDRs issued to NBM and Omidyar do not share the same features.
  3. Wait – what are PDRs? Here’s the technical definition:
    “Philippine Deposit Receipts (PDRs)
    A security which grants the holder the right to the delivery or sale of the underlying share, and to certain other rights including additional PDR or adjustments to the terms or upon the occurrence of certain events in respect of rights issues, capital reorganizations, offers and analogous events or the distribution of cash in the event of a cash dividend on the shares. PDRs are evidences or statements nor certificates of ownership of a foreign/foreign-based corporation. For as long as the PDRs are not exercised, the shares underlying the PDRs are and will continue to be registered in the name of and owned by and all rights pertaining to the shares shall be exercised by the issuer.”
  4. Here’s an explanation in slightly less technical terms by Atty. Oscar Franklin Tan : “These are financial instruments whose value is tied to the price of and dividends from shares in a company that the PDRs reference (such as Rappler’s shares). However, PDRs do not grant ownership over these shares. (Take a deep breath, read this paragraph a few times, and try to visualize what I just said.)” Or in today’s Rappler article: “PDR is a security that grants the holder the right to the delivery of sale of the underlying shares, but not ownership.” Here’s another brief discussion on what PDRs are.
  5. The PDRs facilitate investments from foreign entities but they are only tied to the underlying shares (of the local company) and not the shares themselves, thus buying PDRs does not make you a stockholder but you get benefits/rights from these PDRs associated with underlying shares, such as when the underlying shares receive dividends. However, not being a stockholder, you cannot exercise rights over the shares of stock in the company. If, as PDR holder, however, you decide to exercise the PDR, as in the case of ABS-CBN, you pay an exercise price, for example, from the sale of the shares which the company will have to deliver to you, or you can opt to buy more PDRs.  You can also read more about depositary receipts in general  here.
  6. The Decision also characterized the ON PDRs as an equity derivative since its value is dependent on the underlying equity (the Rappler, Inc shares). The Decision also noted that legal and economic rights of the ON PDR can be traced to the legal and economic rights of the shareholders, as such, including that of foreign equity restrictions as well.
  7. In the case of Rappler Holdings and Rappler, the SEC analyzed the Omidyar Network Fund PDRs (ON PDRs) and found certain provisions/conditions in the ON PDRs indicating that these PDRs have certain features giving Omidyar a certain degree of control over Rappler, Inc. (Note that these provisions are not found in the NBM PDRs per the SEC Decision)

Continue reading “Rappler and the SEC Decision”

lifestyle, tv and movies

Marvel TV’s The Punisher on Netflix: Down the Rabbit Hole of Vengeance and Violence (A Review)

Warning: Spoilers ahead!

(Disclaimer: Not familiar with the comic book version of The Punisher.)

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The Punisher. Image courtesy of Google

 

In this day and age, if you want to see an angry guy with high powered guns on a killing spree then all you have to do is turn on the news. Mass murder has become the norm and not the exception of late, sadly.

Here’s a spoiler: Frank supposedly eliminated every person involved in the violent and brutal deaths of his wife and children (unlike the past Punisher movies where he spends the movie hunting them all down). That all the gangs have been eliminated by one man was established early on in the premiere, so with that out of the way, what is Frank angry about now?

The first episode was in fact, a bit ho hum for me, with the not dead Frank Castle (watch Daredevil Season 2 for context) keeping his head down and sleepwalking through life as Pete Castiglione working in construction, channeling his rage by tearing down walls. He tries to take the high road until a totally predictable and generic encounter was designed to push all his buttons and lead him down the rabbit hole of vengeance and violence.

Instead of the usual mafia mob wars, however, we have a high level conspiracy from Homeland Security all the way to the CIA. More important is a moving look at the life and suffering of war vets who are out of sync and forgotten by the country they served, and the relationships they have with each other and the world at large.

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Avatar of Death? Image from Digital Spy.

While off to a fairly slow start, the Punisher is compelling, gritty and very violent in large part thanks to the intense, high octane performance by Jon Bernthal as Frank Castle. He is in part genuinely terrifying, spooky even when he mumbles, and at his best when he talks (nay, screams) in his ‘war voice’ that I’d love to imitate to scare the heck out of my fat, lazy cat when he poops on the floor. He is the best Punisher yet – spooky, fueled by rage especially when he kills, gruff but oddly gentle and paternal at times, simple and loyal to a fault to the few people he trusts.

Continue reading “Marvel TV’s The Punisher on Netflix: Down the Rabbit Hole of Vengeance and Violence (A Review)”

lifestyle, tv and movies

How Marvel TV’s Royal Mess, The Inhumans, Can Still Be Saved

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The Inhumans (L-R): Gorgon, Karnak, Black Bolt, Medusa, Crystal and Maximus. Photo grabbed from Screen Rant.

Anyone who’s slogged through the eight-episode first season of Marvel’s The Inhumans (currently with an 8% fresh rating on Rotten Tomatoes) can no doubt attest that the show is a disaster, something virtually unheard of in Marvel’s hugely successful cinematic run thus far. However, The Inhumans and the widely panned Iron Fist share the same show runner (well, not anymore in the case of IF), Scott Buck who appears to lack the imagination and competence to share Marvel’s vision for these characters on the small screen. Worse, the ambitious move to have a movie-tv hybrid by premiering the first two episodes of Inhumans on IMAX backfired. Then again, it was by Roel Reine, a director whose biggest success is direct to video work … who watched The Scorpion King 3?

In a nutshell, the show is barely watchable thanks to clunky writing, very slow pacing (Maximus mostly giving speeches to anyone who listens), a comically over-acting Anson Mount as Blackagar Boltagon, a lame storyline, subpar special effects and a very poor translation of the Inhumans story from the comic books to television. Iwann Rheon (a.k.a. Ramsey Bolton in HBO’s Game of Thrones) who is the biggest name attached to the series makes for a poor version of Maximus, relegated to delivering speeches to a dwindling population of Attilan – lazily pronounced by the characters as “Ah-tul-lan.”

The show’s saving grace is Lockjaw, the giant teleporting dog, who is ironically mostly CGI. Runner up is Serinda Swan who plays Medusa, Queen of the Inhumans and who delivers the heart and soul of the show.

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Lockjaw the Inhuman Teleporting Dog and Black Bolt (image taken from Liveforfilm.com)

The show may be renewed for another season similar to what happened in Iron Fist even with disastrously bad ratings and reviews. However, if Scott Buck, its showrunner, will not be taken off the project, then expect more of the same next time and say goodbye to any chance of redemption. However, should cancellation of the series be imminent, then there is still another way that the show can be saved and a way that it can also help out another show.

Continue reading “How Marvel TV’s Royal Mess, The Inhumans, Can Still Be Saved”

causes

Me, Too

 

ME TOO

The ongoing Harvey Weinstein scandal was only the beginning of an avalanche of revelations of sexual harassment and assault committed by men in positions of power. Most of the victims speaking out are women – some aspiring actresses at the time who’ve made a name for themselves since then, while others have chosen to shy away from the industry altogether due to the trauma they experienced.

I remember reeling from shock last year when dozens of accusers revealed a very different side of Bill Cosby, a powerful and revered 80s icon, who, for decades, plied young actresses with Quaaludes and proceeded to rape them while they were asleep. As someone who grew up with the characters on the Cosby Show it was a shock, to say the least.

The “Me, Too” campaign initiated by women as a form of solidarity and support to fellow survivors by sharing their own experiences of harassment and assault has sparked a widespread revolution of sorts and has since expanded beyond Weinstein to name and shame other perpetrators hiding behind their fame and resources. The proliferation of “Me, Too” experiences speak an alarming truth as to how common these experiences are for women regardless of age and station in life.

Though I wasn’t able to join the “Me, Too” campaign at its peak (I never got around to finishing my own post on Facebook, sadly), the short version is that I’ve had some experiences with unwanted attention and advances myself, including close calls with pedophiles in the mall where I used to hang out as a kid.

Continue reading “Me, Too”

lifestyle

The Oilbu-Lawyer Chronicles: Do Essential Oils Really Work?

IMG_0068I love buying pretty roller bottles and I love the mixing – not so much the simple math behind it though. I love toying with diffusers and carrier oils and I dream of making my own soaps and hair products using some of these oils one day. But do essential oils really, honest to goodness, work?

A simple, unqualified “yes” would create unrealistic expectations of what oils can and cannot do. A simple, unqualified “no” would not be accurate or fair either, based on experience. (This is what you get when you ask a lawyer!) How about both yes and no?

There is no Holy Grail of oils that will magically cure all the world’s problems

I tried oils mainly because I wanted to find a cure for my husband’s chronic shoulder and back pain, and a magical blend or blend(s) that I imagined will get my super active Bear whose energy out-energizes the Energizer Bunny, to calm down when she’s mad and to sleep when she can’t or won’t. Of these goals, I think I was able to find something for my husband. As for the Bear, I’ve come to accept that no oil will ever have that effect on her!

As for myself, I just want an oil that will make me perky in the mornings when I still want to go back to bed and snooze, and hopefully one that will help me not forget things. (I misplaced the memory blend I made for myself and didn’t know where it was for weeks!)  So far I have not found one that absolutely works 100% of the time yet.

… this is because essential oils may not always have the same effect on people

Lavender is widely regarded as the ‘swiss knife’ of EOs, an extremely versatile oil, and a key ingredient for sleep and relaxation blends. However, for some reason, I am incredibly sensitive to the smell of lavender EO – in a bad way. Too much exposure to the scent gives me really bad headache – and one time, the smell even ‘reactivated’ a dormant toothache. I am the only person that I know who literally cannot stand lavender – at least not too much. Meanwhile, my mom caught a whiff of it from one of my roller blends and she said the smell was relaxing. Since then, she’s tried oiling, too, and she’s been happily using lavender in her diffuser for a good night’s sleep. Most people I know swear by lavender for a whole bunch of things – from insect bites to sleepless nights.

Based on my experience so far, some oils have immediate effects while others don’t seem to make an impact. Does this mean they don’t work? Not necessarily. Some take time to work, others just take easily. Some just don’t jive like me with lavender solo. Experienced oiler gurus have reminded us newbies that consistency (in applying the oils) is key for the oils to work over time. It’s also important to remember that oils are not like medicine which are developed and formulated to address specific ailments or concerns; oils have a broad range of potential uses and effects.

… However I’ve seen *some* oils actually work

By work , I mean I’ve seen some of the oils have a positive effect on myself and others – whether it’s to address a skin problem, or change one’s mood.

Continue reading “The Oilbu-Lawyer Chronicles: Do Essential Oils Really Work?”

lifestyle

The Resurrection of the Nokia 3310 and Ten Reasons Why It Should Be Your Next MomPhone

The navy blue 3310 back in 2000 was all the rage. This is the 2017 version.

Depending on how old you were, before Apple and Samsung took over the mobile handset industry, back in the day, Nokia dominated them all and the Nokia 3310 was one of most sought after mobile phones in early 2000s. Back then, dressing up your 3310 was all the rage and people changed cases a lot, and enterprising phone technicians installed “backlight” and basically hacked into the phone to customize its look and features. HMD Global, the start up company that is licensed to make Nokia handsets, resurrected the 3310 this year in a very smart move to revive interest in the Nokia brand.

Well, if HMD Global had an ideal customer in mind, that was definitely me, the X-ennial buying into 80’s to 90’s nostalgia like it was the most precious commodity in the world. As soon as I laid eyes on it, I didn’t care about the price or what the phone did – I just wanted to relive the memory of being a college kid who felt really cool when she bought the 3310 with her hard earned money from part time work.

Strangers struck up a conversation with me (as well as my husband) while we were at the cash register  – how much, how cute, where did you buy it, etc. One even said her mom was looking for one – and I cautiously asked her how old her mom was. Out of curiosity I also asked the seller who usually buys the phone and she said, “halos matanda” (almost old people). My jaw dropped and I wondered if I counted as almost old so I asked her for a specific age range and she said in their early 50s. Well, I was only in college at the time so definitely I’m not that old yet.

Snake on light grey matte edition. There are two other colors but I’m not into glossy red and yellow.

Having no need for a second phone, I created new and necessary uses for it, and came back for the navy blue version the next day. I bought cheap prepaid SIMs from other networks, enrolled in a bunch of call and text promos and realized I may be spending way too much on my postpaid plan. After using it for the past week or so to call and text Smart/TNT/Sun numbers, I quickly rediscovered the convenience and beauty of a basic phone.  I see it as a MomPhone (or KidPhone) and I have no less than TEN reasons why it turned out to be a good buy.

Doodle Jump on the 3310 navy blue matte edition – the closest you’ll get to the original color.
  • It’s eye candy with a purpose. The Nokia 3310 takes the best elements from the original look, making it a standout among the boring old glass and metal of today –  it’s prettier than your basic feature phone plus it is refreshingly and unapologetically colorful and cute amid the nearly identical generic smart phones of today. Kids who were born long after the Nokia 3310 was in general circulation or who were too young to remember it love the design. I can attest to this, judging from the oohs and aahs of my husband’s nieces and nephews (one is even asking for one as a gift). Who wouldn’t, in this “screen size conquers all” kind of world?
  • Adults love it, too, especially those who were born around the same time I was. Snake is back! And a slightly modern version of the trademark Nokia jingle. I suspect that a number of us X-ennials bought into the whole nostalgia gimmick, too. No regrets here!
  • It’s a good and reliable second/first phone for kids. It will not be cluttered with games and selfies or questionable apps, for that matter. I doubt that kids would use it for web browsing either, but there is a built in Opera browser in case they do. Plus, thanks to its iconic design, they wouldn’t mind being seen in public using it.
  • It doesn’t have video. My soon to be toddler plays with it, too, and mercifully she can’t play 100+ videos of “Finger Family” on it. Plus, I’m wary of letting my kid have too much screen time at such a young age so if this phone is enough to entertain her, I’m more than happy with it.
  • It is durable – not as heavy as the original, but it can withstand a playful and impulsive toddler. To be safe though, I put mine in a case since I don’t want the exterior to be chipped by accidental or intentional drops.
  • Battery life lasts about 2 to 3 days without charging – based on my very unscientific assessment. I do know that my iPhone cannot make it through the night without being plugged in.
  • It’s a great second phone for me. When my phone was stolen, I was only so lucky that I had a pocket wifi and my iPad with me, which enabled me to contact my husband through Facebook Messenger. This lightweight, dual-SIM mobile is discreet and safe enough to commute with (unless the pickpocket loves the 3310, too).
  • It’s affordable – I got mine for P2490. Add to that a sturdy plastic case and a customized screen protector, and I spent about an additional P300 for it. There are plenty of cheaper basic phones or even smartphones out there, but none with this iconic look and functionality (battery life!). Back in 2000, I got mine for P8900.00 – very steep for a college student! I also spent even more on backlighting and all them fancy accessories, and changed cases a lot. (Note that you can’t change the phone case or shell unlike the original) Due to its popularity and limited stocks, the price fluctuates anywhere from P2500 to almost P4000.
  • For moms of toddlers who like mom’s smartphone a lot, a second phone will let you make that much needed call or send that important text. Because it’s colorful, it will be a welcome toy-looking distraction to your child.
  • The earphones are comfortable and decent. Since the baby Bear nearly ripped my stock iPhone earphones to pieces, the one that came with the 3310 has let me watch  Netflix on my phone again. I also used it all day without any issue.

Parenthetically, it’s got a bunch of other features you don’t really need – a 2 megapixel camera, some other games (like some racing games and Doodle Jump, but to be honest, I just want the monochrome Snake, to be honest), an expandable memory card slot, a music player and radio.

His and Hers. Sharing contacts via Bluetooth – didn’t work when I checked this morning. Boo!

Although there are many good reasons for getting a 3310, please manage your expectations. Fans are divided on the design – which I am personally fine with, but I think most dislike the version of Snake they installed. I can’t disagree with that. Other than that, please know that cases aren’t removable, the phone doesn’t feel as solid or sturdy as before (see clear plastic case on the navy blue version) and really, you can find cheaper “dumb” phones and smarter phones at the same price points.

However, if you are sentimental like this one, then you’ll check it out and end up buying the 3310 even for no reason at all!

lifestyle

Oilbularyos, Unite! 5 Lessons from my First Essential Oils 101 Class

Last weekend was particularly hectic with the oath taking and induction of the new officers of the IBP Tarlac chapter (yay for us!), a dev pedia check up with Dr. Paula David and a free intro to essential oils class sponsored by a fellow schoolmate from UP Law,  Atty. Joyce Lara-Tioleco at her lovely home in San Fernando, Pampanga. Aside from Fluffy Pwets super mom Atty. Tina de Guzman in attendance to give tips and advice, Dr. Tina Langit-Bagro was our oily guru. 

Merienda before the start of class!

The ideal scenario for a newbie to EOs such as myself was to have attended class before jumping right in. Nonetheless, any information – especially medical related advice is helpful regardless of where you are in your  oiling journey. 
A Tale of Two Tina’s: Doc Tina (in black) and Atty Tina (in white)

The class was an opportunity to check out essential oils not in our standard kit and load up on roller bottl s, spray bottles, inserts and other goodies sold by The Oil Natural Project. In between yummy merinda we shared stories about how certain oils worked for us, traded tips and recipes.
Fina: Are you old enough to drive? How old are you? The Bear: Seven!
While us moms were in class, our wonderful and supportive husbands and super dads kept our bulilits busy. Joyce’s house is so beautiful (should be a separate blogpost!) with an amazing play area inside and outside that if I were a kid, I wouldn’t want to leave. In fact, the Bear refused to go home and kept going back to the playroom!

My random takeaways from my first EO class:

1. Essential oils are meant to complement and not act as substitute for medicine. Medicines are specifically designed to treat a particular ailment while EOs do not target specific body parts, organs or ailments. Thus, you can’t rely on EOs when you need to see a doctor. While there are plenty of anecdotes where EOs seem to work well enough without taking medicine but again, it’s still best to consult a doctor

2. The story behind Young Living’s most famous blend called “Thieves” – it is a reference to actual events during the Plague where grave robbers and thieves managed to steal belongings from the dead yet escaped death because they covered themselves in and protected themselves from the plague through essential oils.


3. Inhaling some Peppermint / Lemon oils or rubbing them on key parts of the body will wake you up and energize you when you are sleepy. Perfect to use on long drives or sleepy workdays!

4. Ingestion is a hotly contested topic because debates are raging on whether essential oils are too potent and therefore unsafe for consumption in one’s food or drink. Anyway, as Doc Tina said, many of reported ingestion related injuries occur because the person ingested too much and/or did not follow proper safety precautions. As always, I think it’s best to consult a doctor first before trying it on your own. This should also apply to all ways by which we interact with EOs, such as through diffusing or topical application. 

5. It’s not a coincidence that the moms there are breast feeding, baby wearing, cloth diapering and co-sleeping moms.  As Atty. Tina aptly put it, essential oils is part of the natural lifestyle she wants for her family and herself, so I guess I wasn’t surprised to see familiar names in the cloth diaper circuit into oiling as well. The progression is almost inevitable – based on my experience 😂

Thank you so much, oilbularyos! Hope to catch another class soon! 

parenting

My Top 3 Hybrid Fitted Diapers (Made With Love) by Pinay Mompreneurs

We call them “cloth diapers” now because they are a prettier and fancier  – and more expensive version of the traditional lampin. They are easy to use (once you get over the daunting information available to you) and allow your baby to grow into them. While the initial outlay is expensive, cloth diapers are more colorful, fashionable, economical and environmentally friendly (versus disposable) in the long run. Read more about the benefits of cloth diapers here.

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In a Lizards shirt and diaper combo (FP rascals)

 

The Bear is turning 2 in a few months and I’m proud to say that while we are slowly trying to introduce her to potty training, her cloth diapers have served her well since Day 1 (a few weeks after she turned 3 months old) and she continues to wear them until she can use the potty on her own.

Now, before I proceed, I have a few disclaimers:

  1. I was not able to try all of the major ‘brands’ as recommended by other moms online, but I will list the ones that I have tried.
  2. The output of a baby increases as s/he gets older, as what I discovered. What worked when she was smaller is not the same now that she is more than a year old.
  3. I have only used pocket type diapers and hybrid fitteds so far, therefore I’m not familiar or knowledgeable about other cloth diapering systems. Pocket diapers are diapers with a plastic outer “shell” (or PUL in cloth diaper terminology) which means you stuff “inserts” to boost a diaper’s absorbency. Hybrid fitted diapers, on the other hand, can be distinguished from pocket types since the baby’s bottom is directly exposed to the soakers and boosters, while the outer shell is usually made of cotton materials, making it more ‘breathable’ than pocket type diapers.
  4. I think my recommendations will be more relevant to those looking into HFs as these are more expensive and varied.
  5. I consulted my husband on some of the criteria since he is the one who puts on the diapers and he has his own observations, too.
  6. Atty. Tina , the mompreneur behind Fluffy Pwets and I were classmates in Civil Procedure and Corporation Law at the University of the Philippines College of Law – although I only found out that she was behind FP when I saw her photo on instagram at an FP event. I consider her a friend and addiction enabler (LOL).
  7. Fritzie, the mompreneur behind the local arm of  Indonesian brand Cluebebe is a former colleague of my sister and a family friend. I also got to work with her many years ago on a marketing gig when I was still in college.
  8. I will not rank the pocket type diaper brands anymore since I found no significant differences in performance when it came to actual use. However, Cluebebe offers very thick and high quality inserts which you can even boost further since they also offer insert socks, which you can use to reinforce your pocket diapers.
  9. My goal here is to encourage fellow moms to support local WAHMs (work at home moms) by raising awareness of some good brands of locally made cloth diapers (Primm n Proper not considered when I made these lists) and other products. As many cloth diapering moms are very passionate about their preferences, I would like to emphasize, at the outset that it’s not A vs B vs C. Let’s support and love our mompreneurs and their various products.
  10. Mompreneurs on this list are constantly improving their techniques and upgrading the materials they use, so I may not be up to date on any design tweaks. Again, feel free to try as many brands as you to see what works for you and your baby.
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In a Cluebebe tutu pocket diaper @ 4 months old

Also, this is by no means an exhaustive guide –  i know of other moms with bigger cloth diaper collections who will have a different ranking and set of criteria in mind.

Mompreneurs who want to clarify further why they are on the list or not on the list, or not ranked according to their expectations, feel free to email me. I do hope, however, that this post clearly articulates my own standards and preferences.

Based on my experience, let me share with you my favorite cloth diaper brands (specifically hybrid fitted diapers) and why I picked them.

Continue reading “My Top 3 Hybrid Fitted Diapers (Made With Love) by Pinay Mompreneurs”