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GREENWORLD DEVELOPMENT, INC. - FORM 10-Q - November 19, 2012
EXCEL - IDEA: XBRL DOCUMENT - GREENWORLD DEVELOPMENT, INC. Financial_Report.xls
EX-32.1 - CERTIFICATION - GREENWORLD DEVELOPMENT, INC. f10q0912ex32i_greenworld.htm
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarter ended: September 30, 2012
Commission file no.: 000-26703
GREENWORLD DEVELOPMENT INC.
(Name of Small Business Issuer in its Charter)
(I.R.S. Employer
incorporation or organization)
2101 Vista Parkway, Suite 4022
(Zip Code)
Issuer's telephone number: (561) 939-4890
Securities registered under Section 12(b) of the Act:
Title of each class
Name of each exchange on which registered
Securities registered under Section 12(g) of the Act:
Common Stock, $0.0001 par value per share
(Title of class)
Copies of Communications Sent to:
Indicate by Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). x Yes o No
Indicate by check mark whether the registrant is an accelerated filer, a non-accelerated filer, or a smaller reporting company.
Large accelerated filer o
Accelerated filer o
Non-accelerated filer o
Smaller reporting company x
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes x No o
APPLICABLE ONLY TO CORPORATE ISSUERS:
State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date:
As of September 30, 2012, there were 93,641,454 shares of voting stock of the registrant issued and outstanding.
INDEX TO FINANCIAL STATEMENTS
Statements of Operations
Statements of Cash Flows
Notes to Financial Statements
Consolidated Balance Sheet
PROPERTY AND EQUIPMENT (NET)
Property lease holding
Deferred expenses
Total other assets
$ 1,836,029 $ 1,821,564
Note payable
Preferred stock, $0.001 par value, 50,000,000 and 10,000 shares authorized, 0 issued and outstanding
Common stock, $0.001 and $0.00005 par value, authorized 300,000,000 and
93,641,454 shares; 87,241,457 issued and outstanding
Accumulated comprehensive income (loss)
50,931 (22,001
Deficit accumulated during the development stage
(731,928 ) (615,228
Total Liabilities and Stockholders' Equity
The accompanying notes are an integral part of the financial statements
The Three and Nine Months Ended September 30,
Nine Months Ended
General and administrative expenses
(25,219
(116,700
Other comprehensive income (loss)
Foreign currency translation gain (loss)
Comprehensive income (loss)
(4,838
Income (loss) per weighted average common share
(0.00
Number of weighted average common shares outstanding
For the Nine Months Ended September 30,
Net loss
Adjustments to reconcile net loss to net cash used by operating activities:
Amortization of beneficial conversion feature discount
(Increase) decrease in deferred expenses
Increase (decrease) in accounts payable - trade
Increase (decrease) in accrued interest expense
Net cash provided (used) by operating activities
Purchase of fixed assets
Net cash provided (used) by investing activities
Proceeds from stockholder loan payable
Proceeds from note payable
Net cash provided by financing activities
Effects of exchange rates on cash
Net increase (decrease) in cash
CASH, beginning of period
CASH, end of period
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Non-Cash Financing Activities:
Exchange of assets for reduction in notes payable
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The Company Greenworld Development Inc., (f/k/a Fortress Exploration, Inc.), is a Nevada chartered development stage corporation which conducts business from its headquarters in Dublin, Ireland. The Company reincorporated from Delaware in June 2010.
Greenworld Development Inc. was incorporated on December 15, 1997 in Delaware as AlphaCom Corporation. Previously, we were a subsidiary of Lingo Media Inc. ("LMI") (formerly Alpha Communications Inc.) located at 151 Bloor Street West, Suite 890, Toronto, Ontario, M5S 1S4. We changed our name in March 2003 to TVE Corporation and in July 2004 to Echo Resources, Inc. In September 2000, we commenced trading on the Over-The-Counter Bulletin Board under the symbol "AHMC", our symbol was changed to "ALHO" as of March 7, 2003 due to a 1:25 reverse stock split and was later changed in March 2003 to "TVEO" due to a name change.
In July 2004, the Company affected a forward 2 for 1 stock split by way of a stock dividend, and officially changed its name to Echo Resources, Inc.
In the third quarter 2009 we changed our name to Fortress Exploration, Inc and the Company reincorporated from Delaware to Nevada in June 2010. On June 14, 2010, we changed our name to Greenworld Development Inc.
On April 30, 2010 we entered into an agreement to acquire 100% of the ownership interests of Greenworld International Resources, Ltd. (GIR), a company formed under the laws of the Republic of Ireland. Pursuant to this agreement, we issued 30,000,000 shares of our common stock to those owners. This resulted in a change of control to the present controlling shareholders and also resulted in previous management resigning in favor of current management. In conjunction with the agreement, we also undertook a 3-1 forward split of our common stock which became effective on August 20, 2010.
In April 2011, the Company entered into an agreement to acquire 50% of Getting Green Solutions, LLC, (GGS), an entity located in Georgia. The Company was to issue 11,000,000 shares in exchange for the member ship interests in GGS, which develops a waste tire to energy technology. The 11,000,000 shares were never issued and subsequently, we and GGS determined that the Agreement needed to be modified. As a result, on or about October 1, 2011, the Company entered into an Amended and Restated Agreement for the share exchange pursuant to which the Company issued 4,000,000 of its restricted common stock in exchange for a 100% interest in GGS. GGS now functions as the company's US R&D and business development unit. On April 20, 2012 GGS changed its name to Greenworld USA LLC.
In September 2011, we signed an MOU to acquire 76% of W2R Ltd (a UK company) which has the operating license for waste tire disposal on a 3 acre site in Warsop, Nottinghamshire, UK. The remaining 24% shareholders are the freehold owners of the site. We have an option to acquire the freehold. W2R's current waste transfer and treatment license allows for the processing of 2 million waste tires per annum. We anticipate completing this acquisition in the fourth quarter 2012, and subject to planning, the company plans to redevelop the site to install a carbon emission neutral (clean tech) waste tyre2energy/tyre2renewable plant, which will be the Company's first UK Energy Centre. The Company anticipates that it will be producing in the UK 80MW within 5 years. We now anticipate completing this acquisition in the fourth quarter of this year, but there is, however, no guarantee that we will be able to finalize the agreement and commence operations on this project. Furthermore, even if we do commence these operations, there is no assurance that they will be profitable.
In December 2011 GDI entered into a Framework Agreement with Georgia based Green Mountain Management LLC, the owner of a 1522 acre landfill site in Alabama The framework agreement has now expired. The company is in ongoing negotiations for an equity funding line of approximately $60 M. Subject to the completion and drawdown of the facility, the company will seek reaffirmation of the terms completed in the framework agreement. There is however no guarantee that we will be able to finalize the funding agreement.
On April 30, 2012 the Company entered into a Binding Framework Agreement with Nature's Earth Pellets NC, LLC, a Limited Liability Company located in Laurinburg, North Carolina ("NEP"). This agreement has now expired without any liability on the part of the Company. However, the company remains confident that once the equity funding negotiations are finalized, and drawdown is available, that the company can re-enter and complete acquisitions of US biomass/wood pellet plants.
In September 2012, GIR entered into an agreement with 4 Front Contracts Management Ltd., an active revenue producing Irish incorporated logistics and engineering company to support the logistical and engineering requirements of the project pipeline. We anticipate that GIR will complete this acquisition in the fourth quarter of 2012.
On September 1, 2011, the Registrant's Board of Directors approved a resolution for the issuance of the following shares of the Registrant's restricted stock for the consideration listed.
NUMBER OF SHARES/CONSIDERATION FOR ISSUANCE
Leo J. Heinl
Board appointment and in lieu of salary valued at $2,400.
Niall Shanahan
Wolfgang H. Heinl
Appoint to Board of Greenworld International Services, Ltd and in lieu of salary valued at $2,000.
Sinead Heinl
In lieu of salary for services provided valued at $500.
In April 2011, the Company entered into an agreement to acquire 50% of Getting Green Solutions, LLC, (GGS), an entity located in Georgia. The Company was to issue 11,000,000 shares in exchange for the member ship interests in GGS, which owns a patented waste tire to energy technology. GGS is developing a demonstrator plant in Ohio, through a sister company. The 11,000,000 shares were never issued and subsequently, we and GGS determined that the Agreement needed to be modified. As a result, on or about October 1, the Company entered into an Amended and Restated Agreement for the share exchange pursuant to which the Company issued 4,000,000 of its restricted common stock in exchange for a 100% interest in GGS. On April 20, 2012 GGS changed its name to Greenworld USA LLC. On October 3, 2011, we issued a total of 22,324,334 shares of our common stock in consideration of Confederated Finance Corporation canceling its debt to the Company in the amount of $401,838. The Shares were issued in reliance upon the exemptions provided by Section 4(2) of the Securities Act of 1933, as amended
The Company prepares its condensed financial statements in accordance with accounting principles generally accepted in the United States of America. Significant accounting policies are as follows:
The preparation of condensed financial statements in conformity with accounting principles generally accepted in the United States ("GAAP") requires management to make estimates and assumptions that affect (i) the reported amounts of assets and liabilities, (ii) the disclosure of contingent assets and liabilities known to exist as of the date the condensed financial statements are published, and (iii) the reported amount of net sales and expenses recognized during the periods presented. Adjustments made with respect to the use of estimates often relate to improved information not previously available. Uncertainties with respect to such estimates and assumptions are inherent in the preparation of condensed financial statements; accordingly, actual results could differ from these estimates.
These estimates and assumptions also affect the reported amounts of revenues, costs and expenses during the reporting period. Management evaluates these estimates and assumptions on a regular basis. Actual results could differ from those estimates.
The Company considers all highly liquid investments with an original maturity of year ended or less to be cash equivalents. Cash equivalents include cash on hand and cash in the bank.
Property and equipment is recorded at cost and depreciated over the estimated useful lives of the assets using principally the straight-line method. When items are retired or otherwise disposed of, income is charged or credited for the difference between net book value and proceeds realized thereon. Ordinary maintenance and repairs are charged to expense as incurred, and replacements and betterments are capitalized.
The range of estimated useful lives used to calculate depreciation for principal items of property and equipment are as follow:
Asset Category
Depreciation/
Furniture and Fixture
Leasehold improvements
Property Evaluations
Management of the Company will periodically review the net carrying value of its properties on a property-by-property basis. These reviews will consider the net realizable value of each property to determine whether a permanent impairment in value has occurred and the need for any asset write-down. An impairment loss will be recognized when the estimated future cash flows (undiscounted and without interest) expected to result from the use of an asset are less than the carrying amount of the asset. Measurement of an impairment loss will be based on the estimated fair value of the asset if the asset is expected to be held and used.
Although management will make its best estimate of the factors that affect net realizable value based on current conditions, it is reasonably possible that changes could occur in the near term which could adversely affect management's estimate of net cash flows expected to be generated from its assets, and necessitate asset impairment write-downs.
Asset retirement obligations
The Company plans to recognize liabilities for statutory, contractual or legal obligations, including those associated with the reclamation of properties and any plant and equipment, when those obligations result from the acquisition, construction, development or normal operation of the assets. Initially, a liability for an asset retirement obligation will be recognized at its fair value in the period in which it is incurred. Upon initial recognition of the liability, the corresponding asset retirement cost will be added to the carrying amount of the related asset and the cost will be amortized as an expense over the economic life of the asset using either the unit-of-production method or the straight-line method, as appropriate. Following the initial recognition of the asset retirement obligation, the carrying amount of the liability will be increased for the passage of time and adjusted for changes to the amount or timing of the underlying cash flows needed to settle the obligation.
Impairment of Long-Lived Assets
In accordance with ASC Topic 360, long-lived assets, such as property, plant, and equipment, and purchased intangibles, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Goodwill and other intangible assets are tested for impairment. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized by the amount by which the carrying amount of the asset exceeds the fair value of the asset.
Goodwill and Other Intangible Assets
The Company adopted Statement of Financial Accounting Standard ("FASB") Accounting Standards Codification ("ASC") Topic 350 Goodwill and Other Intangible Assets, effective July 1, 2002. In accordance with ("ASC Topic 350") "Goodwill and Other Intangible Assets," goodwill, which represents the excess of the purchase price and related costs over the value assigned to net tangible and identifiable intangible assets of businesses acquired and accounted for under the purchase method, acquired in business combinations is assigned to reporting units that are expected to benefit from the synergies of the combination as of the acquisition date. Under this standard, goodwill and intangibles with indefinite useful lives are no longer amortized. The Company assesses goodwill and indefinite-lived intangible assets for impairment annually during the fourth quarter, or more frequently if events and circumstances indicate impairment may have occurred in accordance with ASC Topic 350. If the carrying value of a reporting unit's goodwill exceeds its implied fair value, the Company records an impairment loss equal to the difference. ASC Topic 350 also requires that the fair value of indefinite-lived purchased intangible assets be estimated and compared to the carrying value. The Company recognizes an impairment loss when the estimated fair value of the indefinite-lived purchased intangible assets is less than the carrying value.
Deferred income taxes are provided based on the provisions of ASC Topic 740, "Accounting for Income Taxes", to reflect the tax consequences in future years of differences between the tax bases of assets and liabilities and their financial reporting amounts based on enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized.
The Company adopted the provisions of ASC Topic 740; "Accounting For Uncertainty In Income Taxes-An Interpretation Of ASC Topic 740 ("Topic 740"). Topic 740 contains a two-step approach to recognizing and measuring uncertain tax positions. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates it is more likely than not, that the position will be sustained on audit, including resolution of related appeals or litigation processes, if any. The second step is to measure the tax benefit as the largest amount, which is more than 50% likely of being realized upon ultimate settlement. The Company considers many factors when evaluating and estimating the Company's tax positions and tax benefits, which may require periodic adjustments. At September 30, 2012, the Company did not record any liabilities for uncertain tax positions.
We have adopted "Accounting for Uncertainty in Income Taxes". A tax position is recognized as a benefit only if it is "more likely than not" that the tax position would be sustained in a tax examination, with a tax examination being presumed to occur. The amount recognized is the largest amount of tax benefit that is greater than 50% likely of being realized on examination. For tax positions not meeting the "more likely than not" test, no tax benefit is recorded. The adoption of ASC 740-10-25 had no effect on our condensed financial statements.
Concentration of Credit Risk
The Company maintains its operating cash balances in banks in Tampa, Florida. The Federal Depository Insurance Corporation (FDIC) insures accounts at each institution up to $250,000.
Share-Based Compensation
The Company applies Topic 718 "Share-Based Payments" ("Topic 718") to share-based compensation, which requires the measurement of the cost of services received in exchange for an award of an equity instrument based on the grant-date fair value of the award. Compensation cost is recognized when the event occurs. The Black-Scholes option-pricing model is used to estimate the fair value of options granted.
Basic and Diluted Net Loss Per Share
Net loss per share was computed by dividing the net loss by the weighted average number of common shares outstanding during the period. The weighted average number of shares was calculated by taking the number of shares outstanding and weighting them by the amount of time that they were outstanding. Diluted net loss per share for the Company is the same as basic net loss per share, as the inclusion of common stock equivalents would be antidilutive.
The Company financial instruments consist primarily of cash, affiliate receivable, settlement receivable, accounts payable and accrued expenses and debt. The carrying amounts of such financial instruments approximate their respective estimated fair value due to the short-term maturities and approximate market interest rates of these instruments. The estimated fair value is not necessarily indicative of the amounts the Company would realize in a current market exchange or from future earnings or cash flows.
The Company adopted ASC Topic 820, Fair Value Measurements ("ASC Topic 820"), which defines fair value, establishes a framework for measuring fair value, and expands disclosure about fair value measurements. The standard provides a consistent definition of fair value, which focuses on an exit price that would be received upon sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The standard also prioritizes, within the measurement of fair value, the use of market-based measurements.
The three-level hierarchy for fair value measurements is defined as follows:
Level 1 – inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets;
Level 2 – inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable of the asset or liability other than quoted prices, either directly or indirectly including inputs in markets that are not considered to be active;
Level 3 – inputs to the valuation methodology are unobservable and significant to the fair value measurement.
Certain prior year amounts have been reclassified to conform to the current period presentation for comparative purposes.
Recent Accounting Pronouncements
ASU 2011-05 – Presentation of comprehensive income
ASU 2011-05 was the result of a joint project with the IASB and amends the guidance in ASC 220, Comprehensive Income, by eliminating the option to present components of other comprehensive income (OCI) in the statement of stockholders' equity. Instead, the new guidance now requires entities to present all nonowner changes in stockholders' equity either as a single continuous statement of comprehensive income or as two separate but consecutive statements.
All entities that report OCI items will be impacted by the changes in this ASU. The components of OCI have not changed, nor has the guidance on when OCI items are reclassified to net income; however, the amendments require entities to present all reclassification adjustments from OCI to net income on the face of the statement of comprehensive income.
The amendments to ASC 220, Comprehensive Income, included in ASU 2011-05, Presentation of Comprehensive Income, are effective for fiscal years and for interim periods within those fiscal years, beginning after December 15, 2011 (that is, the fiscal year beginning January 1, 2012 for calendar-year entities) for public entities and for interim and annual periods thereafter. The amended guidance must be applied retrospectively and early adoption is permitted.
ASU 2011-04 – Amendments to achieve common fair value measurement and disclosure requirements in U.S. GAAP and IFRSs
The amendments in ASU 2011-04 do not modify the requirements for when fair value measurements apply; rather, they generally represent clarifications on how to measure and disclose fair value under ASC 820, Fair Value Measurement, including the following revisions:
The concepts of highest and best use and valuation premise are relevant only for measuring the fair value of nonfinancial assets and do not apply to financial assets and liabilities.
An entity should measure the fair value of an equity-classified financial instrument from the perspective of the market participant that holds the instrument as an asset.
An entity that holds a group of financial assets and financial liabilities whose market risk (that is, interest rate risk, currency risk, or other price risk) and credit risk are managed on the basis of the entity's net risk exposure may apply an exception to the fair value requirements in ASC 820 if certain criteria are met. The exception allows such financial instruments to be measured on the basis of the reporting entity's net, rather than gross, exposure to those risks.
Premiums or discounts related to the unit of account are appropriate when measuring fair value of an asset or liability if market participants would incorporate them into the measurement (for example, a control premium). However, premiums or discounts related to size as a characteristic of the reporting entity's holding (that is, a "blockage factor") should not be considered in a fair value measurement.
The amendments to ASC 820, Fair Value Measurement, included in ASU 2011-04, Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs, are effective prospectively for public entities for interim and annual periods beginning after December 15, 2011 (that is, the quarter ending September 30, 2012 for calendar-year entities). Early adoption is not permitted for public entities
ASU 2011-03 – Reconsideration of effective control for repurchase agreements
The amendments to ASC 860-10 included in ASU 2011-03, simplified the accounting for financial assets transferred under repurchase agreements (repos) and similar arrangements, by eliminating the transferor's ability criteria from the assessment of effective control over those assets as well as the related implementation guidance.
Currently under ASC 860-10-40-24 a transferor must meet four criteria to maintain effective control of securities transferred in a repo and to therefore account for the transfer as a secured borrowing rather than a sale. One of these criteria states that the transferor must be able to either repurchase or redeem the transferred securities on substantially the agreed terms, even if the transferee is in default. This criterion is satisfied only if the transferor has cash or collateral sufficient to fund substantially the entire cost of purchasing replacement securities.
The amendments in ASU 2011-03 remove this criterion and related implementation guidance from the Codification, thereby reducing the criteria that transferors must satisfy to qualify for secured borrowing accounting and, as a result, likely reducing the number of transfers accounted for as sales.
The amendments to ASC 860-10, Transfers and Servicing, included in ASU 2011-03, Reconsideration of Effective Control for Repurchase Agreements, are effective for both public and nonpublic entities prospectively for new transfers and existing transactions modified as of the first interim or annual period beginning on or after December 15, 2011 (that is, the fiscal year beginning January 1, 2012 for calendar-year entities). Early adoption is not permitted.
ASU 2011-02 - FASB amends creditor troubled debt restructuring guidance
This bulletin discusses ASU 2011-02, which was issued by the FASB to provide creditors with additional guidance in evaluating whether a restructuring of debt is a troubled debt restructuring. The new guidance does not amend the guidance for debtors. It is generally effective for public entities in the quarter ended September 30, 2011.
ASU 2011-01 - Troubled debt restructuring disclosures for public-entity creditors deferred
The FASB issued Accounting Standards Update (ASU) 2011-01, Deferral of the Effective Date of Disclosures about Troubled Debt Restructurings in Update No. 2010-20, which temporarily defers the date when public-entity creditors are required to provide the new disclosures for troubled debt restructurings in ASU 2010-20, Disclosures about the Credit Quality of Financing Receivables and the Allowance for Credit Losses. The deferred effective date will coincide with the effective date for the clarified guidance about what constitutes a troubled debt restructuring, which the Board is currently deliberating. The clarified guidance is expected to apply for interim and annual periods ending after June 15, 2011.
When providing the new disclosures under ASU 2010-20, public entities would be required to retrospectively apply the clarified guidance on what constitutes a troubled debt restructuring to restructurings occurring on or after the beginning of the year in which the proposed clarified guidance is adopted.
The Company has implemented all new accounting pronouncements that are in effect and that may impact its condensed financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.
NOTE 2 - GOING CONCERN
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. The Company's financial position and operating results raise substantial doubt about the Company's ability to continue as a going concern, as reflected by the net loss of $731,928 accumulated through September 30, 2012. The ability of the Company to continue as a going concern is dependent upon commencing operations, developing sales and obtaining additional capital and financing. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. The Company is currently seeking additional capital to allow it to begin its planned operations
NOTE 3 - NOTES PAYABLE
In September 2004, Fortress issued a convertible promissory note to allow advances up to $100,000. As of September 30, 2005, $100,000 had been advanced to the company. The note bears seven percent interest, is convertible at the lender's option at $2 per share, and is payable in one year. The lender has agreed to a third extension of the maturity date for an additional year, to September 2008. The note has been discounted for its beneficial conversion feature, which will be amortized over the life of the note.
The second note has been discounted for its beneficial conversion feature, which will be amortized over the life of the note. A summary of the notes follows.
On December 29, 2008, the Company and the lender entered into an extension and modification of the two notes, into 1 note with a new maturity of December 31, 2013 and an increase of the principal balance from a combined $200,000 to a total of $400,000.
Notes Payable
Gross proceeds from notes
Less: Loan set-off
Less: Beneficial conversion feature
Add: Amortization of discount
Value of note on September 30, 2012
MANAGEMENTS DISCUSSION AND ANALYSIS OF PLAN OF OPERATION
The following discussion should be read in conjunction with the Company's unaudited financial statements and notes thereto. In connection therewith, and because the Company desires to take advantage of, the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995, the Company cautions readers regarding certain forward looking statements in the following discussion and elsewhere in this report and in any other statement made by, or on its behalf, whether or not in future filings with the Securities and Exchange Commission. Forward-looking statements are statements not based on historical information and which relate to future operations, strategies, financial results or other developments. Forward looking statements are necessarily based upon estimates and assumptions that are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are beyond the Company's control and many of which, with respect to future business decisions, are subject to change. These uncertainties and contingencies can affect actual results and could cause actual results to differ materially from those expressed in any forward looking statements made by, or on the Company's behalf. Without limiting the generality of the foregoing, words such as "may", "anticipate", "intend", "could", "estimate", or "continue" or the negative or other comparable terminology are intended to identify forward-looking statements. The Company disclaims any obligation to update forward-looking statements.
Since the May 2010 reverse acquisition of Greenworld International Resources, Ltd., (GIR), the Company has been actively developing its activities in green and health technologies. GIR owns 35% of NEC Healthworld (Uganda), Ltd., (NHU), which owns a fully furnished, but not yet producing pharmaceutical manufacturing facility. GIR is actively seeking funding in conjunction with NHU to allow the facility to begin operations. In April 2011, the Company entered into an agreement to acquire 50% of Getting Green Solutions, LLC, (GGS), an entity located in Georgia. The Company was to issue 11,000,000 shares in exchange for the member ship interests in GGS, which owns a patented waste tire to energy technology. GGS is developing a demonstrator plant in Ohio, through a sister company. The 11,000,000 shares were never issued and subsequently, we and GGS determined that the Agreement needed to be modified. As a result, on or about October 1, the Company entered into an Amended and Restated Agreement for the share exchange pursuant to which the Company issued 4,000,000 of its restricted common stock in exchange for a 100% interest in GGS.
GIR is in negotiations with several Indian and European generic pharmaceutical manufacturers to license production at the Uganda facility. There is, however, no assurance that we will be successful in either negotiation.
GIR is pursuing various Waste 2 Energy projects in Ireland, the United Kingdom, and Belgium. There is no assurance that we will be able to consummate these transactions.
GDI has been licensed as a carbon emission trader by the German "Umwelt Bundes Amt"and "Gruener Markt".
Business of Greenworld International Resources, Ltd.
Greenworld is dedicated to the global development and improvement of environmental services. It concentrates and is particularly active in developing Waste to Energy projects in the USA, UK and continental Europe.
Greenworld owns an interest in a pharmaceutical manufacturing plant in Uganda where it is in the process of completing the government awarded license to manufacture medical products, principally for consumption in sub-Sahara Africa. The expectation is that such products will have a significantly lower cost basis, therefore have a significantly lower end user cost, reducing the cost of health care in sub-Sahara Africa, along with providing greater access to needed health care products in the region. It is also hoped that products manufactured locally (within the region) will have more rapid acceptance and approval by other governments within the region. Greenworld and its partners are currently negotiating an agreement with a third party pharmaceutical company to operate the existing manufacturing facility upon receipt of the government license to manufacture such products under a royalty structure.
Greenworld is actively associated with certain Wind Energy projects in India, with the hope and expectations of bringing lower cost electricity to needy and impoverished regions within the country. Greenworld is currently seeking to raise 5,000,000 Euros, (approximately $6,400,000), for the company's first joint venture operation in the wind farm power generation sector in India. There is no assurance that the Company will be able to raise this capital, and if we do not, we will not be able to commence this project.
Greenworld is also engaged in projects in the development of economic plant-biomass extraction technologies as well as technologies related to the sustainable production of environmentally friendly power generation including wind, biomass, small-scale hydro, geothermal, biogas and solar.
Greenworld, during the first quarter of 2010, became registered in Germany as a Carbon Emission Trader and is operating from its offices in Hamburg, Germany and Dublin, Ireland. The Company has entered into success based service contracts with two individuals to operate in this arena.
In September 2011, we signed an MOU to acquire 76% of W2R Ltd (a UK company) which has the operating license for waste tire disposal on a 3 acre site in Warsop, Nottinghamshire, UK. The remaining 24% shareholders are the freehold owners of the site. We have an option to acquire the freehold. W2R's current waste transfer and treatment license allows for the processing of 2 million waste tires per annum. We anticipate completing this acquisition in the fourth quarter 2012, and subject to planning, the company plans to redevelop the site to install a carbon emission neutral (clean tech) waste tyre2energy/tyre2renewable plant, which will be the Company's first UK Energy Centre. The Company's forward mission anticipates to be producing in the UK 80MW within 5 years. There is, however, no guarantee that we will be able to finalize the agreement and commence operations on this project. Furthermore, even if we do commence these operations, there is no assurance that they will be profitable.
On completion of the acquisition (anticipated to be in the second quarter this year) and subject to planning, the company plans to redevelop the site to install a carbon emission neutral (clean tech) waste tyre2energy/tyre2renewable plant, which will be the Company's first UK Energy Centre. The Company's forward mission anticipates to be producing in the UK 80MW within 5 years.
In December 2011 GDI entered into a Framework Agreement with Georgia based Green Mountain Management LLC, the owner of a 1522 acre landfill site in Alabama. . The framework agreement has now expired. The company is in ongoing negotiations for an equity funding line of approximately $60 M. Subject to the completion and drawdown of the facility, the company will seek reaffirmation of the terms completed in the framework agreement. There is however no guarantee that we will be able to finalize the funding agreement.
The following discussion and analysis should be read in conjunction with the financial statements of the Company and the accompanying notes appearing subsequently under the caption "Financial Statements."
Comparison of Operating Results for the Three Months Ended September 30, 2012 to the Three Months Ended September 30, 2011
The Company did not generate any revenues from operations for the three months ended September 30, 2012 or 2011. Accordingly, comparisons with prior periods are not meaningful. The Company is subject to risks inherent in the establishment of a new business enterprise, including limited capital resources and cost increases in services.
Operating Expenses for the three months ended September 30, 2012 decreased $1,952 from $22,174 for the three months ended September 30, 2011 as compared to $20,222 for the three months ended September 30, 2012. The primary reason for this decrease in our net operating expenses was due to professional fees incurred. General and administrative expenses for the three months ended September 30, 2012 were $16,850 as compared to $(5,124) for the three months ended September 30, 2011, an increase of approximately $21,974.
Income and Earnings Per Share
Our net loss for the three months ended September 30, 2012 increased by approximately $20,000 to $25,219 as compared to $4,838 for the three months ended September 30, 2011. Net income per weighted average share was $0.00 for the three months ended September 30, 2012, as compared to $0.00 for the three months ended September 30, 2011.
Comparison of Operating Results for the Nine Months Ended September 30, 2012 to the Nine Months Ended September 30, 2011
Operating Expenses for the nine months ended September 30, 2012 were $108,874 as compared to $118,265 for the nine months ended September 30, 2011, a decrease of approximately $10,600. General and administrative expenses for the nine months ended September 30, 2012 were $61,714 as compared to $66,463 for the nine months ended September 30, 2011, a decrease of approximately $5,000.
Our net loss for the nine months ended September 30, 2012 was $116,700 as compared to $38,381 for the nine months ended September 30, 2011. The primary reason for this decrease was a increase in comprehensive income as a result of foreign currency translations. Net income per weighted average share was $0.00 for the nine months ended September 30, 2012, as compared to $0.00 for the nine months ended September 30, 2011.
Our total assets were $1,836,029 at September 30, 2012 as compared to $1,821,524 at December 31, 2011, an increase of $14,505 These assets are primarily comprised of property lease holdings and deferred expenses.
At September 30, 2012, our total current liabilities were $522,072, as compared to $426,237 at December 31, 2011. Our liabilities are comprised of accounts and notes payable.
Financial Condition, Liquidity and Capital Resources
At September 30, 2012, we had cash and cash equivalents of $9,225 as compared to $1,212 at December 31, 2011.
As of September 30, 2012, we had a working capital deficit of $512,847.
No trends have been identified which would materially increase or decrease our results of operations or liquidity.
QUANTITATIVE AND QUALITATIVE DISCLOSURES
The Company is not subject to any specific market risk other than that encountered by any other public company related to being publicly traded.
This Form 10-Q includes "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements, other than statements of historical facts, included or incorporated by reference in this Form 10-Q which address activities, events or developments which the Company expects or anticipates will or may occur in the future, including such things as future capital expenditures (including the amount and nature thereof), finding suitable merger or acquisition candidates, expansion and growth of the Company's business and operations, and other such matters are forward-looking statements. These statements are based on certain assumptions and analyses made by the Company in light of its experience and its perception of historical trends, current conditions and expected future developments as well as other factors it believes are appropriate in the circumstances. However, whether actual results or developments will conform with the Company's expectations and predictions is subject to a number of risks and uncertainties, general economic market and business conditions; the business opportunities (or lack thereof) that may be presented to and pursued by the Company; changes in laws or regulation; and other factors, most of which are beyond the control of the Company. Consequently, all of the forward-looking statements made in this Form 10-Q are qualified by these cautionary statements and there can be no assurance that the actual results or developments anticipated by the Company will be realized or, even if substantially realized, that they will have the expected consequence to or effects on the Company or its business or operations. The Company assumes no obligations to update any such forward-looking statements.
ITEM 4T.
CONTROLS AND PROCEDURES
As required by Rule 13a-15 under the Exchange Act, within the 90 days prior to the filing date of this report, the Company carried out an evaluation of the effectiveness of the design and operation of the Company's disclosure controls and procedures. This evaluation was carried out under the supervision and with the participation of the Company's management, including the Company's President, Chief Executive Officer and Chief Financial Officer. Based upon that evaluation, the Company's President, Chief Executive Officer and Chief Financial Officer concluded that the Company's disclosure controls and procedures are effective. There have been no significant changes in the Company's internal controls or in other factors, which could significantly affect internal controls subsequent to the date the Company carried out its evaluation.
Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in Company reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in Company reports filed under the Exchange Act is accumulated and communicated to management, including the Company's Chief Executive Officer and Chief Financial Officer as appropriate, to allow timely decisions regarding required disclosure.
PART II - OTHER INFORMATION
LEGAL PROCEEDINGS.
The Company knows of no legal proceedings to which it is a party or to which any of its property is the subject which are pending, threatened or contemplated or any unsatisfied judgments against the Company.
Unregistered Sales of Equity Securities and Use of Proceeds
DEFAULTS IN SENIOR SECURITIES
SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
No matter was submitted during the quarter ending September 30, 2012, covered by this report, to a vote of the Company's shareholders, through the solicitation of proxies or otherwise.
(a) The exhibits required to be filed herewith by Item 601 of Regulation S-K, as described in the following index of exhibits, are incorporated herein by reference, as follows:
Exhibit No.
31.1 *
Certification pursuant to Section 302 of Sarbanes-Oxley Act of 2002.
(b) The following sets forth the Company's reports on Form 8-K that have been filed during the quarter for which this report is filed:
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
(Registrant)
/s/ Leo Heinl
Leo Heinl
GREENWORLD DEVELOPMENT, INC. Page
GREENWORLD DEVELOPMENT, INC. Reports
First commonwealth financial corp /pa/ - 8-k, results of operations and financial condition departure of directors or certain officers; election of directors; appointment of certain officers: compensatory arrangements of certain officers regulation fd disclosure financial statements and exhibits


text:
Search Results: Crete
Government haste lays waste to consultation
Leanne O'Donnell
In October last year, in my former role as regulatory manager of iiNet, I responded to a confidential industry consultation paper on the proposed data retention scheme. The Attorney-General's Department provided no response to that 22 page paper beyond an acknowledgment of receipt. It's frustrating to feel like a government is simply going through the motions of 'consultation'. This isn't an isolated case. There's too often a lack of meaningful consultation before bills are introduced into Parliament.
Eviction porn has ethical foundations
Against the backdrop of the crash of the US housing market, we linger on the lurid details of families' removal from the brick boxes that have been their homes for decades. We can only watch as they cycle through stages of denial, bargaining, fury and grief. These are well meaning people who have innocently fallen foul of a system that deals in laws and dollars, not humanity. It is a system so corrupt it turns the exploited into exploiters; where its desperate victims embrace corruption in turn as a means of survival.
Paris climate talks offer real/last hope for meaningful action
The UN Climate Change Conference in Paris is set to become the last opportunity for meaningful global action. The signs so far bear optimism, as the impetus for a binding international agreement to tackle the severity and effects of climate change has taken a turn. In order to better understand why, and appreciate the difference that a few years can make, it is worth revisiting why Copenhagen was such a disaster. The most meaningful difference between then and now involves leaders.
Housing fantasy quashed by culture of entitlement
When I was a child, the house I longed for in my adult future was blonde-bricked, double-storied, concrete-paved, white-carpeted. Now I am older, and renting a room in such a house is possible, if I share the place with six other paying adults. Because it is 2015, I live in Melbourne (the sixth-least affordable city to live in in the world), and am not a merchant banker. No concrete plot will ever by mine, I say in tune with the million other people my age who have just assimilated that knowledge.
Pope Francis and climate justice
Francis does not pretend to have answers to the big questions which will confront world leaders when they gather in Paris. But he does think the science is IN, and the evidence is clear that much of the climate change, loss of biodiversity and water shortages are the result of human action. We are blessed to have a pope who speaks to all the world about the prudence, justice and empathy required so that more people on our planet might enjoy integral human development.
The man who gave the Twin Towers their soul
In 1974 eccentric French acrobat Philippe Petit walked a tightrope between the recently completed Twin Towers of the World Trade Center. He and his team of accomplices, aware of the illegality of what they were doing and the complex physical challenges of rigging a cable between 400-metre-tall skyscrapers (let along walking on it), spent months scheming in secret. On the day, any number of unforeseen circumstances could derail the intricate plot. The Walk recreates the feat in vertiginous detail.
Francis, theological education and the public square
Jenny Te Paa
Thank you Francis, for although you have not spoken at any length about theological education per se — any more than you have spoken about the status of women per se — in spite of these somewhat startling omissions, this indigenous lay woman theological educator feels no less inspired, comforted, reassured, blessed, beyond imagining by your gentle, wise, insistent and prophetic urgings.
Oppressing compassion in Europe and Australia
Bronwyn Lay
When refugees walked into Europe, away from distant distress sites, their presence made the global issue visceral for Europeans. Australia doesn't have asylum seekers walking en masse through ordinary streets. Our border is one of established hatred. 'Stop the boats' policy denies ordinary Australians their compassionate impulse, and creates a history that our children will face judgement upon. It denies humanity's collective memory after World War II.
Ode to the demise of hard rubbish
Sally Cloke
Our local council has announced the end of hard rubbish. As an adult, my enthusiasm for what the council calls 'scavenging' has become the source of many beautiful and useful items. But my objections are philosophical as well as practical. Ugliness has its place, and at clean out time, we literally bring to our doorsteps what we would rather put of sight and mind. Hard rubbish symbolises the costs of our throw-away consumer society while going a small way towards recouping some of them.
The politics of popular evil and untrendy truth
If you want to form government in Australia and if you want to lead the Australian people to be more generous, making more places available for refugees to resettle permanently in Australia, you first have to stop the boats. If you want to restore some equity to the means of choosing only some tens of thousands of refugees per annum for permanent residence in Australia from the tens of millions of people displaced in the world, you need to secure the borders. The untrendy truth is that not all asylum seekers have the right to enter Australia but that those who are in direct flight from persecution whether that be in Sri Lanka or Indonesia do, and that it is possible fairly readily (and even on the high seas) to draw a distinction between those in direct flight and those engaged in secondary movement understandably dissatisfied with the level of protection and the transparency of processing in transit countries such as Malaysia and Indonesia. The popular evil is that political
Politicians' cognitive dissonance over blaming the system
Words like rorter, bludger and leaner only ever seem to apply to those who apply for welfare. A politician who draws down unreasonably on entitlements or a banker who earns stratospheric bonuses are seen as passive beneficiaries of the system. It seems the case that only those with power or capital are allowed to blame systems. The rest of us get to be individuals who make choices.
Artefacts of grace
Rory Harris
The fabric over your bed, a life of quilts made simple & held up ... of more than ninety years, taught generation to generation.

redpajama_set_name: RedPajamaCommonCrawl


text:
Futurithmic podcast
Virtual upside-down world with Leslie Shannon
We're turning to video games for both work meetings and staying in touch with family and friends. But after COVID-19, will any of it stick?
Nokia's trend scouter, Leslie Shannon, explains why she thinks the unexpected ways we're using technology under quarantine signal a substantial shift in society.
Below is a transcript of the conversation. Some parts have been edited for clarity.
Michael Hainsworth: Are we living in the upside-down? Sure feels like it. Most of the world continues to battle COVID-19 and the real world feels like a dream. And the virtual world, our reality. Nokia's Leslie Shannon sees all this clearly. As its chief storyteller, she's discovered we're not waiting for the boss to figure out which digital tools to use to keep our corporate world on track. Employees are turning to video games.
Leslie Shannon: Yes, and in fact, what's fascinating is that this is actually, I think, the beginning of a shift, taking activities that happen in the real world and moving them into a digital world. And this is the kind of thing we've been talking about for a long time, but now it's really happening. And it's really happening at a grassroots level being led by ordinary people, simply because they need to solve a problem that has been thrown in their path by the whole lockdown pandemic. 'Ah, I can't do what I need to do in person, so what can I do in another creative way?'
MH: And what's fascinating to me when it comes to the world of technology generally, is that we often find ourselves in a scenario where tools get built for one particular purpose, but then the user takes those tools and applies them in ways that the builder of that tool could never have predicted in the first place. And that's extending into the types of nontraditional technologies that you're talking about.
LS: Yes, exactly. And really a lot of the best examples that are coming right now are coming from people leveraging gaming platforms, and taking real-world, real-life activities and moving them into gaming platforms and sharing them with other people in there. When you think about it, this actually makes a lot of sense. Gaming, whether you're talking about PC gaming or, even better, virtual reality gaming, these are immersive universes that have already been created and that if people have played the game, they've already spent a lot of time in the universe and quite often they're very comfortable there. It's a really fine alternative reality like the VR game, Moss, which I highly recommend for anyone by the way, anyone who's just getting into VR. Moss is an absolutely beautiful, wonderful game.
[music interlude]
In Moss, you're working very closely with an adorable little mouse, solving problems and beating the bad guys, and then finally solving the whole thing. Moss is a game that only takes a few hours to play through. And I found that when I was done, I just wanted to stay in this beautiful environment of the mossy forest floor, hanging out with my little mousy friend. You know, I didn't want to leave. It's like, I don't care the game's over. I just want to stay here.
This kind of creation of magical, mystical, safe places, enchanting places where wonderful things happen and people are starting to actually take real-life activities and have them in here. Here's one famous example. There is a British children's book author who famously tweeted out that she started having her editorial meetings with her team in Red Dead Redemption II. So they're all players of the game and they've all gotten to a certain point in the game where they can actually meet and sit around the campfire and actually talk about things in the real world, in the avatars of their gameplay.
MH: Do you have to start talking like this?
LS: Yeah, of course.
MH: You are talking to the boss now.
This whole thing is pretty much done. We're more of ghosts than people.
LS: She said one of the problems is that the button to sit on the ground is the same control as strangling the person next to you so you really have to be careful when you sit down at the campfire. And so the wolves are howling in the distance and every now and then a character will come and raid you but it's just like, you know, a coffee break or something and then you get back to it.
MH: It's a team-building exercise!
LS: It's a team-building exercise. And so that was just one of the first examples that I saw. Games that actually emphasize that already have a social aspect to them. Animal Crossing, of course, that dropped from Nintendo,
MH: Oh my God!
LS: ...right around the same time. Yeah, the latest version.
MH: I gotta tell you, thank God this game came out during coronavirus or my 13-year-old would be climbing the wall. But help me understand how you take a game that is hugely popular with 13-year-olds, and convince the boss that, you know, maybe we should have our virtual meeting in a Nintendo Switch video game.
LS: There's an AI researcher who is actually going to be hosting an artificial intelligence conference in Animal Crossing in July. And something like 200 people have already signed up for it. Exactly how this works, I have not got the vaguest idea. But this is the kind of thing that's happening.
And on the private side, one of my friends was online in the middle of the night, and she ended up getting invited to an actual wedding that was happening in Australia. The couple couldn't actually be with any of their guests, and so they were holding the wedding on Animal Crossing. And their friends invited all kinds of strangers who were online to come into Animal Crossing and to join the wedding. One of the things that you can do in Animal Crossing is give gifts to other people as part of the social environment. And so, when they said "I do" and they kissed the bride, suddenly all of these strangers from all over the internet poured in and started giving gifts to the wedding couple. I mean, that's just beautiful.
MH: Hey, go wait a minute. The gifts, these were clearly virtual gifts?
LS: Yes, virtual gifts of things within Animal Crossing.
MH: At the end of the day, you don't have to worry about getting two blenders from two different aunts.
LS: Well, you know, if you do get two virtual blenders, you can actually just trade one away pretty easily.
For us to kind of expand our understanding of what counts, of what's real, to extend that understanding to the digital sphere… that's a really important mental leap and social leap.
MH: So with this in mind, we always look at the adoption of new technologies and try to extrapolate out what that means five years from now, 10 years from now. I can't imagine that five to 10 years from now, we're still going to be having virtual conferences in Animal Crossing, hopefully not because of COVID-19. But when the tide goes out on COVID-19, when we look around, how much of this is going to stick?
LS: Right, well, this is what I meant by this being a really important moment for digitalization because one of the things about the new immersive technologies that are coming like AR, VR, and MR. What they do is they introduce a level of digitization into the real world. And so we start actually mixing the real with the unreal.
What I find so significant, is it's actually showing that this is the moment when we as humans are saying, 'You know what? The digital world has validity to it. I can actually stand in a game as an avatar and marry somebody and have that actually count back in the real world.' And for us to kind of expand our understanding of what counts, of what's real, to extend that understanding to the digital sphere as well as the 3D around-me sphere, that's a really important mental leap and social leap. I think that it would have happened much more slowly without COVID-19. But necessity being the mother of invention, because we don't have those social connections in person, we're moving those social connections into these digital areas and I think that's gonna stick.
MH: Well, I was fascinated to see, nevermind weddings, that the sports world was getting into the virtual and online arenas.
LS: Again, they have the same problem. You can't do these things face to face. So they've had some interesting examples of taking things online. The Tour of Flanders, a professional cycling event they had to cancel, I think it was in March or April. They actually worked with an existing gaming application and then they invited 13 of the cyclists who would have been in the original race. They invited them to actually get on a stationary bike at home and to fight each other out in this app. So they ran the last 30 kilometers of the race with the cyclists each at home and with a camera on them. And with professional commentators. It was fantastic. It's really gripping, especially because when you do it this way, you can see the athletes up close in a way that you can't when you're actually watching a live event when they're on a road bike.
MH: It's like NASCAR on two wheels.
LS: They actually did the same thing. They took a game, an existing car racing game, and then did an invitational to professional NASCAR drivers to actually come and compete in these pro invitationals. And then they televise these with professional broadcasters and so on.
Welcome to the virtual Homestead-Miami Speedway or the NASCAR Pro Invitational iRacing Series opener. It's a beautiful day in South Florida. The grandstand is packed with virtual fans.
LS: And again, each one of the drivers is actually at a kind of driving station, a gaming station at home, but because they're not actually really racing. They've got a camera on the driver and the drivers can talk as they're actually racing each other.
MH: So are they trash-talking each other?
LS: Yeah, but you're also getting insight into what the drivers are thinking.
MH: Right.
LS: And it's a much deeper strategic view.
Hill in third, Briscoe fourth, Smith Lee fifth, here they come off the corner for the final time. They all come together and the winner is Hamlin.
Wow, what a finish, what a finish! Yeah, those fans should be cheering. They saw a heck of a race.
That is incredible. All right, let's see if we can get our winner on the line and do our virtual of victory lane interview, Denny Hamlin. Wow, congratulations. What a fantastic run through the field.
Yeah, that was unbelievable.
LS: So it's not a direct replacement for a NASCAR race. It's a different thing, but oh boy, is it satisfying. So some really, really great substitutions here for the sports world as well, moving into that world of digital, and who knew it could be so satisfying? To watch professionals who play in a real-world, 3D-live sport, playing each other on a game platform. I think we are gonna see a lot of continuity with this stuff.
MH: Well, there was a time when phone chat lines and online dating. Those were the realms of the nerds too afraid to go to a pickup joint. Then the mobile phone came along and the convenience factor was substantial enough that the general public started to adopt the concept of online dating. I wonder if it's a similar sort of scenario here where the general public is starting to see the benefits of these technologies that were generally reserved for your 13-year-old kid or a nerd boy like me who's got a VR headset. We're slowly opening up the rest of the world to the realization that there are alternatives to an in-person scenario.
We really are moving towards a future where we start moving away from smartphones and towards a much more integrated view of the world.
LS: I think you're exactly right there. And in fact, one example from Porsche, in 2018, they released an augmented reality headset where, if I'm a Porsche mechanic, and I'm fixing the car here in my Porsche dealership, I can actually put on my HoloLens or whatever brand it was, and then I can actually connect to an expert who is not with me. They can look through my glasses and they can see what I'm doing and tell me what I should be doing and do things like draw on their screen and then I see it, do it and I know exactly what they're pointing to and all that kind of stuff.
Porsche found back in 2018 that by using these glasses, mechanics could actually speed up the repair time by 40 percent. Really great, right? Well, it turns out that in practice, the mechanics are like, well, that's a little weird. It's a little complicated, you know, back to what you were just saying about the early days of online dating. 'Ooh, that's a little geeky, I'm not sure that's for me.'
But now with COVID-19, the mechanics are alone. There are no experts, you know, nobody is gonna be stopping by and saying, 'Hey, have you tried connecting this to that?' And so what they found is that the usage of these, the headsets that they already had in place has gone up by 300 percent. So it's about the adoption factor of the stuff that might be weird and geeky.
Again, necessity is the mother of invention. If this is the only way that I can actually have somebody help me, well, by God, I'm gonna use it. And so what we really are seeing is the acceleration here of adoption of these technologies. The only change I would have made is seeing this adoption, I don't know maybe a year later because we have a hardware limitation. We have a hardware limitation for a lot of the new hardware. If you try to get an Oculus Quest right now, they're apparently on six months back orders right now, because so many people now at home really wanna try this. Well, everybody's had that thought.
MH: Yeah, good luck getting a Nintendo Switch as well.
LS: Exactly, Switches are sold out, Quests are sold out. If only there was a greater distribution of hardware, that would be the thing that would make this moment perfect for the rise of digitization.
MH: But to that point, we often come back to the William Gibson quote about how the future is here, it's just not evenly distributed.
LS: Absolutely correct.
MH: Whether or not you can get yourself the Oculus Quest VR headsets on Amazon or not, what about those bigger picture issues that not all of us have the type of technology that's necessary to take advantage of these virtual worlds? But we're going to start bringing the world along with us. Us geeks are gonna drag everyone, kicking and screaming into that 21st century. Take us three years out from now, five years out from now, once we have, for example, 5G wireless rolled out in a broader fashion, and we've also dealt with a lot of those technical limitations of virtual reality, augmented reality and MR.
LS: I was just in a conference for AR, VR and MR, all that. So XR (extended reality) is actually the term for all of them. And there was a really fascinating presentation in there from Niantic.
Now, Niantic is the company that's doing Pokemon GO. And the thing about this location-based kind of thing is, so, you know how Pokemon GO works. You're on your phone and you're walking around and you're actually out there in the world and you have to be in a specific location in order to catch a specific Pokemon. If the Pokemon shows up somewhere and if you're a quarter-mile away, you're not gonna see that Pokemon. In order to build that, Niantic actually had to build a software representation of the entire world, and so they basically have this digital twin of a basic map of the world, so that they can actually trigger something to happen when you are actually there.
They are not the only ones actually mapping the world. Instead of having a 2D map of the world, having a 3D map of the world, but a digital twin lets them then know exactly where you are and then create things that actually fit into that physical framework around you. This is really the beginning of what's called the spatial internet, and the idea that where you are, you can get information and entertainment that merges into the physical reality of the place around you. That can be something as simple as looking through your smartphone and then slowly over time, especially as 5G comes in, then moving to some kind of head-mounted device. This ultimately moves to the idea is normal looking AR glasses. And so the kinds of experiences you could expect with this is, you know, you look at a restaurant and you can see the reviews of the restaurant just displayed in front of the restaurant. Or it can be entertainment. You can have the world around you painted to look like a Fortnite game. Or it can be transportation. You can stand at a bus stop and get a real-time report on when the buses are coming. So all this information that's on the internet, actually moving out and moving into the real world and being made available to you at the location where that information is. And this is really kind of the next big thing for the internet.
So Niantic was saying that the basic work that needs to be done to create this spatial internet is actually that 3D mapping of as much of the external world as possible, and also interior spaces too, but that's a whole other challenge. And then the actual segmentation, understanding this is a vertical wall and this is a horizontal floor, and mapping them respectively. And then once you do that, then the labeling. Okay, this is a house and that is a bench and that is a dog, and then being able to understand how they interact with each other. And then once you actually have this wise digital twin of the world, that's actually when you can start having those experiences that I was just talking about and creating the visual, seamless visual kinds of information that I was talking about.
Niantic was saying that they expect that foundational work of understanding the external world to take about the next two years. So we're really looking at about 2022 for the foundation, and you can really think of this as the third internet. This is the web underneath the third level of the internet. And so another two years for that. And then at the same time, we'll have, as you mentioned, the 5G networks developing, which actually helps the processing on the devices move into the network, which means the devices become smaller and lighter, and eventually we do have, you know, normal-looking glasses. Now that's not going to be in 2022, that's probably gonna be 2025 and later. But we really are moving towards a future where we start moving away from smartphones and towards a much more integrated view of the world, where again, we have this merging of the digital world and information in it and entertainment and the real world around us, taking place in devices that are smaller and lighter than the devices that we have now, ultimately moving into head-mounted devices. So that's really the vision.
MH: And that is sort of like the early stages of the concept of the singularity where eventually, we will just have all this hardware embedded in ourselves and it will become part of us.
LS: Yeah, that's a whole other thing and of course, there are tons of companies that are actually working on that. Yes, yes.
MH: And it all started with COVID-19.
LS: Exactly, exactly. And HTC, for example, has a really compelling vision. Of course, HTC makes the Vive VR headset. They actually see it becoming a sliding scale. So it's not that VR and AR are separate, because today they are. AR you can actually still see the real world around you, but VR is where the world is totally created and what you've got over your eyes completely blanks out the real world.
HTC's vision, so to speak, is a video pass-through. So you're wearing something that does actually cover your eyes, but it's actually giving you a video of the world around you. So you're still able to navigate within the real world. And so if you want to actually see everything as it is, great, you have full video pass through. If you want to start incorporating some digitization aspects of it, then fine. It's easier to actually integrate that with a digital feed of the video, rather than having something that you're overlaying onto a true, clear glass view of the real world. And if you wanna switch to full VR, go for it. Having this concept of pass-through video, enabling a sliding scale of seeing the real world to seeing some digitization or full digitization, I think that's a really important concept that we're gonna be seeing coming out as well.
MH: I think if I learned nothing more than this one point, it's that at least now I've got something to talk to my kid about, about Crossy.
LS: Yeah, you can talk to your kid about all this today. It might be stuff they haven't heard about, but if you wait until tomorrow, they'll be telling you about it.
If we don't have end-user control and the things that go with it, then we actually have a problem.
MH: That's kind of the interesting thing about all of this is that we are seeing a generation, and I'm broadly generalizing here, of boomers and gen Xers who previously never leveraged this type of technology that millennials and gen Z are currently doing. It's the kids bringing mom and dad along with them into the future.
LS: Oh, absolutely, absolutely. I mean, my kids have weathered the lockdown very well. They do their school in the morning, and then they just start gaming right after that and you know, they haven't really noticed they can't leave the house because they're just loving being able to spend all their time online with their friends in their games. My kids already had their main social interactions with their friends in the games. It's just the rest of us that are now catching up.
MH: What's your take on Peak Zoom? I gotta tell you a lot of these calls don't need video. And a lot of these calls don't need audio either, they could have been emails.
LS: Oh, you know, I have to say, I love Zoom. Now, you and I are actually speaking to each other right now in Zoom, and to be honest, I haven't turned on the camera because it's early in the morning and I'm in my gym clothes. So this is one of the fun things about Zoom is having to like brush your hair before answering the phone kind of thing.
MH: This is what we were promised during the Jet Age is that everybody would be doing video call conferences, but this comes back to the idea of predicting the future back in the '50s when they thought that we would be doing these types of things. At the end of the day, it all turns out, we really don't want to see each other.
LS: Well, you know, actually we do. We do because the call immediately before this was a group of people and these were all people that I don't know, I've never met them in person. And it was so helpful to be able to see the faces and particularly the dynamics of a group conversation.
If you can see the faces, then you know who has something to say and who's, you know, who wants to be able to speak next. And you can see who's maybe dissatisfied with the way the conversation is going. All of these dynamics that actually get missed when there's nothing but silence coming from some of the people that are on there. So I think being able to see the faces is actually extremely important. And when I give presentations online, especially to my customers, it's really hard to not be able to see the audience and to know what the feeling in the room is as you're speaking the words. And so I really appreciate the face thing.
However, the really important point, and this comes back to all the technologies that I'm talking about. You have to give the end-user control because, you know, if I'm in my gym clothes, no, you don't get to see me. I have to be able to control that. And we need to be able to take that end-user control paradigm all the way through all of these other, you know, exciting, but also frightening new technologies that I'm talking about. Because without that, if we don't have end-user control and the things that go with it, the privacy, the security, the basic fundamental respect for people as human beings, then we actually have a problem.
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The Flower of Gloster
1967 | United Kingdom
The first drama series to be filmed in colour by Granada Television (two years before ITV's regular colour service began), The Flower Of Gloster was about four youngsters who crew a narrow-boat from North Wales to London and their adventures on Britain's inland waterways.
In fact, the series was largely experimental in more ways than one, the tales being a mixture of plotted storylines, natural history and improvisation. The lead characters played themselves (all the character first names were the names of the actors) and any chance to take in a place of historical interest on their journey (Woburn Abbey, Stoeke Bruene Museum - which portrays the heritage of 200 years of inland waterways) was taken up by the series producer Bill Grundy. This all mixed in rather oddly with the fictional tales of haunted forests and bovver boys.
The plot involved Richard Doherty (Richard O'Callaghan), eldest son of Jim (Jim Doherty), a boatyard owner from Wales who is unable to deliver a new barge to London when he breaks his leg in an accident. So Richard takes the helm and is accompanied by his sister Elizabeth (Elizabeth Doherty) and they are soon joined by their young brother Mike (Mike Doherty) and their friend Annette (Annette Roberston), and for 13 weeks they traverse the waterways of west England passing towns, cities and villages.
The four youngsters as they set off on their journey on The Flower of Gloster narrow boat.
Chris McMaster, who the following year would bring a different type of children's action/adventure series to the screen when he devised Freewheelers, wrote the series. The name of the boat and series title was inspired by Ernest Temple Thurston's evocative account of a springtime journey by barge around the canals of Oxfordshire, Warwickshire and Gloucestershire, 'The Flower of Gloster' first published in 1911. Producer Bill Grundy went on to television notoriety when he interviewed the Sex Pistols on live television, inadvertently kicking off the whole punk rock era, and ending his own TV career.
Published on December 13th, 2018. Written by Laurence Marcus for Television Heaven.
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BrewDog Submits DA for New Brisbane-Based Headquarters
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Best of the West 2022: True Westerner of the Year
by Stuart Rosebrook | Dec 10, 2021 | Departments, Shooting from the Hip
Riding – and Writing – for the Brand!
Phil Spangenberger
Phil was in a Wild West Show he produced at Dolly Parton's Dixie Stampede, in Branson, Missouri. All Photos Courtesy Phil Spangenberger Unless Otherwise Noted
If you have ever spoken to Phil Spangenberger about the Old West, historical firearms, history, horses, hunting, Westerns—or almost any subject, for that matter—you will immediately realize that he loves life and all that he does. He has been True West's firearms editor since 2003, and in that time has penned more than 200 articles and features for us. His expertise in historical firearms and accessories, weapons, militaria, uniforms, frontier clothing and equestrian saddlery and tack is encyclopedic. He is also an expert on weapon use in Western cinema, a go-to advisor on firearms and weapons in film and television. (See column at right and Phil's feature "Mr. Authenticity" on page 30.)
A native of Miami, Florida, Phil grew up loving horses, history and Westerns. "I was enthralled by the real people, especially those who explored the West, rode horses, fought battles and lived early on America's frontiers," he recalls. "What really captured my interest was watching the Walt Disney TV series on Davy Crockett (and the later technicolor movie) with Fess Parker—who about 40 years later I got to meet and spend a little time with."
After his family moved to Los Angeles, California, in 1957, Phil graduated from high school and was drafted into the Army in October 1963. He served two years in the 6th Battalion, 27th Artillery. After his service he bought his first horse and "joined a group of like-minded historians called the 'Military Memorial Regiment'—reenactors who wore the uniforms, rode horses, shot the old guns and learned the drills and skills of the 1870s 7th U.S. Cavalry and the Civil War-era First North Carolina Cavalry, C.S.A."
By the early 1970s, Phil began writing about historical firearms. Through encouragement and a recommendation from his mentor, Garry James, Phil was hired in 1973 by Guns & Ammo magazine, a publication he would be associated with for four decades, including 35 years as the black powder editor.
For a 1979 article in Guns & Ammo, Phil reenacted a cavalryman firing an 1873 Springfield trapdoor carbine .45-70 from his horse Jeb Stuart. Courtesy "Guns & Ammo"
Today, after many decades in Southern California, Phil lives with his wife, Linda, in Chino Valley, Arizona. She is an accomplished equestrian, having won numerous honors, including three Women's World Championships in the Cowboy Mounted Shooting Association and one in the Single Action Shooting Society's mounted competitions.
What does it mean to Phil to be named the True Westerner of 2022?
"To be named the True Westerner of the Year is indeed an honor that, when I think of those names who've been so honored in the past, I feel quite humbled to be listed among such talents as the late Larry McMurtry, Dr. Paul Hutton and others whose accomplishments are world renowned. I think to myself, "How the heck did this ol' horseman ever get here? I'm just doing what I love."
Spangenberger had Nevada trained to bow by the legendary horse trainer, Glenn Randall, who trained Roy Rogers' Trigger, Gene Autry's Champion, Rex Allen's Koko and the Ben Hur chariot horses, among other great equines. After each wild and woolly performance of galloping and shooting, Phil would have her make a bow, and the audience loved it. He says she was a great horse that never let him down.
Phil was a gun coach, technical consultant, military advisor and extra on Touchstone Pictures' Hidalgo (2004). He was put in a couple of short "eye-blinking" scenes in the Wounded Knee sequence in which he was a first sergeant in command of 150 dismounted 1890-era 7th Cavalry soldiers. He wore a greatcoat and fur cap, and carried a '73 Springfield trapdoor carbine and 7½-inch, holstered Colt Single Action Army revolver.
Phil Spangenberger and Richard Ignarski, future owner of Tombstone's Gunfighter Hall of Fame Museum, attended the 100th anniversary of the O.K. Corral shootout on Oct. 25, 1981. For more on this fateful day, read BBB's column on page 15.
For many years, Phil's love of the horse cavalry saw him recreating the skills and tactics of the 1880s U.S. Cavalry. Here Sergeant Spangenberger commands recreated "C" Troop, 6th U.S. Cavalry. He's equipped with authentic 1880s uniform and equipment, as he sits his mount, Jeb Stuart, during a three-day field exercise at Fort Huachuca, Arizona, in 1977.
True to the West
Highlights of Spangenberger's career supplying the entertainment industry
Through the years, when Phil Spangenberger was operating his Red River Frontier Outfitters company, they made and supplied gunleather, costuming, assorted props and other services to many Western (and occasionally other genre) movies and television programs. The company brought authenticity to the screen. Here are a few of the highlights:
Unforgiven: Produced all of the gunleather for the stars of this Academy Award-winning film, except Clint Eastwood's rig. Gunbelts and holsters made for stars Gene Hackman, Richard Harris, James (Schofield Kid) Woolvett and others.
Hidalgo: Supplied circa 1890-type gunleather, custom crafted by Jake Johnson, rawhide reatas, period spurs and other personal props for star Viggo Mortensen.
American Outlaws: Created all of the 1860s- and 1870s-type holsters for star Colin Farrell's Jesse James, the James-Younger Gang members and other cast members.
Maverick: Supplied star Mel Gibson's period gunbelt and Cheyenne-style holster.
Riders of the Purple Sage: Custom crafted a brace of unique, early 1870s holsters and cartridge belts for star Ed Harris.
Tombstone: Produced the gunleather worn by the Mexican Rurales in the opening church wedding massacre scenes.
Wyatt Earp: Made nearly all of the historical gunleather used in the film by Kevin Costner, Martin Kove and others. Also supplied assorted costuming and several leather prop items.
Geronimo: An American Legend: Produced leather cavalry cartridge boxes and assorted military equipment for the movie's troopers.
Tall Tale: Created most of the gunleather used in this fantasy-Western movie, including the double gun rig used by star Patrick Swayze.
Pale Rider: Made most of the 1860s-era gunleather for star Clint Eastwood and many of the actors in this Western.
Barbarosa: Crafted and aged special gunleather for Willie Nelson, Gary Busey and other actors.
Four Eyes and Six-Guns: Created special holsters and gunbelts for star Judge Reinhold in this TNT movie.
Rambo: First Blood Part II: Supplied actor Martin Kove with special shoulder holster for his S&W Model 29, .44 Magnum revolver.
El Diablo: Created and specially aged down period gunleather for stars Louis Gossett, Jr. and Anthony Edwards.
Dr. Quinn, Medicine Woman: Made special black, 1860s-style holster for Johnny Cash.
History Channel: On such shows as the Wild West Tech series, and programs like Conquerors, Texas Rangers, Comanche Warriors, The Hunt for John Wilkes Booth, and more, Spangenberger worked in coordination with Hollywood Guns & Props, and assisted in supplying horses, reenactors and select period artifacts.
Universal Studios Tours: Custom made frontier-era costuming for Western live stunt shows at Universal Studios tour.
Movie Sound Effects: Fired live ammunition from an assortment of antique and modern weaponry for Rambo: First Blood Part II, Hoffa, Dick Tracy, The Sicilian, Geronimo: An American Legend and others.
Video Games: Assisted in firing an array of World War II pistols, rifles and full auto machine guns to be used as sound effects for the video games Medal of Honor and Allied Assault.
Our 20th Annual Celebration of the Absolute Best of the West The year 2021 was…
Sam Shepard's 1980 play True West is one of his best known efforts. It examines the…
Presenting the West from a whole new perspective, Michael J. Fox.


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What's A Good Sorghum Flour Substitute?
Sorghum is a gluten-free grain that has been used for thousands of years. Sorghum flour has a light and nutty flavor along with high amounts of protein and other nutrients, including antioxidants and minerals. Sorghum flour is a popular alternative flour, but may still not be available everywhere. If you are out of it and need another option, try one of the following sorghum flour substitutes.
Your best bet: Buckwheat flour
Buckwheat flour has the word wheat in the name, which is misleading. Buckwheat is not related to wheat, nor is it even a grain. The buckwheat plant does not belong to the grass family, but its seeds can be consumed like a cereal. When it comes to taste, buckwheat has a nuttiness and earthiness that can work in most recipes that require sorghum flour. Keep in mind that buckwheat flour does have a more robust flavor than sorghum flour.
Like sorghum flour, buckwheat flour is gluten-free, so switching the two out shouldn't cause issues for people who cannot consume gluten. Buckwheat flour is also nutritionally dense, like sorghum flour. It is a rich source of vitamins, minerals, and antioxidants.
Because buckwheat flour is low in gluten, you may need a binding agent if you are trying to avoid gluten entirely. If you have no issue with gluten, you can combine buckwheat flour with wheat flour to get the advantages of both.
A decent second choice: Teff flour
Like most popular alternative flours, teff flour has more going for it than just the fact that it is gluten-free. Made from teff grain, teff flour is rich in multiple minerals as well as in vitamins and dietary fiber. Its nutritional profile makes it a strong sorghum flour substitute. Traditionally used in the Ethiopian flatbread called injera, teff can work in many of the same American- and European-style dishes that you could make with sorghum flour.
Teff partially dissolves when exposed to heat, which gives baked goods a spongy quality. This property can work as an alternative to a binding agent. You can use teff flour with other gluten-free flours to help with binding the dough. You can also use teff flour to make pancakes or muffins along with cookies and pizza crust. If you pair it with wheat flour or use a binding agent, it can work in yeast bread.
In a pinch: Amaranth flour
Another viable sorghum flour substitute, amaranth flour is gluten-free and mildly flavored while also full of essential nutrients. It is an ancient grain that has fiber, protein, and high levels of various minerals. It is unusually high in calcium. Like other gluten-free flours, you need to combine amaranth flour with a binding agent for it to work in yeast doughs and similar applications. Amaranth flour works just as well as sorghum flour when used as a thickener in sauces and gravies.
On the downside, amaranth flour does brown more quickly than other alternative flours, including sorghum flour. You will have to manage time in the oven and the temperature carefully if you plan to use it on its own.
Millet flour comes from a cereal grass from the same family as sorghum. Like sorghum, millet has a mild flavor and is gluten-free. Millet is traditionally used to make flatbreads and porridge. There are concerns about millet's effects on thyroid health, so it should be consumed in moderation.
Ras el Hanout Vs. Garam Masala: SPICEography Showdown


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What is an Employment Authorization Document (EAD)?
Employment Authorization Document (EAD) is a document that authorizes an eligible alien to work in the U.S. for a temporary period of time, usually one year. It is also sometimes known as a work permit. The EAD, or work permit, is in the form of a laminated card with some basic information about the alien: the alien's name and photo, birth date, sex, immigrant category, country of birth, alien registration number, card number, restrictive terms and conditions, and the card's expiration date. With an EAD, an alien may legally work in the United States for any employer until the expiration date is reached.
An alien may be authorized to work for a specific employer even if he/she does not have an EAD. For example, an alien with a valid employment status visa, such as an H-1B, L-1, L-2, or O-1, is able to work for a specific employer. There is no EAD card for such work authorization.
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