UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                          _________________________

                                 FORM 10-QSB
                          _________________________


                 QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
                   OF THE SECURITIES EXCHANGE ACT OF 1934
               FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2005

                        COMMISSION FILE NO.: 0-28887



                           GREENWORKS CORPORATION
      -----------------------------------------------------------------
      (Exact Name of Small Business Issuer as Specified in its Charter)


         Delaware                                    22-3328734
 ---------------------------------------------------------------------------
 (State of other jurisdiction of                  (IRS Employer
  incorporation or organization)                  Identification No.)


    111 Howard Boulevard, Suite 108, Mount Arlington, New Jersey    07856
    -----------------------------------------------------------------------
    (Address of principal executive offices)                     (Zip Code)


                               (973) 398-8183
               -----------------------------------------------
               (Issuer's telephone number including area code)

Check mark 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 [ ]

The number of outstanding shares of common stock as of May 9, 2005
was: 54,915,275

<PAGE>

                           GREENWORKS CORPORATION
                       QUARTERLY REPORT ON FORM 10QSB
                 FOR THE FISCAL QUARTER ENDED MARCH 31, 2005
                             TABLE OF CONTENTS

                                                             Page No
Part I	Financial Information

Item 1. Financial Statements (unaudited) ......................3

        Consolidated Balance Sheets as of March 31, 2005.......4

	Consolidated Statements of Operations - Three Months
         Ended March 31, 2005 and 2004 ........................5

	Consolidated Statements of Cash Flows - Three Months
         Ended March 31, 2005 and 2004.........................6

        Notes to Consolidated Financial Statements.............7

Item 2.	Management's Discussion and Analysis or Plan of
         Operation............................................13

Item 3. Controls and Procedures...............................18

Part II	Other Information

Item 1. Legal Proceedings.....................................19

Item 2. Changes in Securities.................................19

Item 3. Defaults upon Senior Securities.......................19

Item 4. Submission of Matters to a Vote of Security Holders...19

Item 5. Other Information.....................................19

Item 6. Exhibits and Reports on Form 8K.......................19

Signatures                                                    20

                                    -2-
<PAGE>

                  GREENWORKS CORPORATION AND SUBSIDIARIES
                         CONSOLIDATED BALANCE SHEET
                            AS OF MARCH 31, 2005


                                                         3/31/05
                                                       (unaudited)

ASSETS:
Current assets:
 Cash                                                 $        --
 Accounts receivable, net                                 434,103
 Unbilled Revenues                                        243,501
 Costs and earnings in excess of billings
  on uncompleted projects                                  72,026
 Deferred financing fees                                  108,333
 Prepaid expenses and other current assets                141,717
 Assets to be disposed of                                 205,289
                                                        ---------
 Total current assets                                   1,204,969

 Property and equipment, net                              133,327

Other Assets:
 Security & other deposits                                 26,911
 Costs and earnings in excess of billings
  on uncompleted projects                                 239,675
 Deferred financing costs, net                            171,528
 Property held for sale                                    59,298
                                                        ---------
 Total other assets                                       497,412
                                                        ---------
TOTAL ASSETS                                          $ 1,835,708
                                                        =========
LIABILITIES AND STOCKHOLDERS' EQUITY:
Current liabilities:
 Accounts payable                                     $   841,832
 Accrued salary costs                                      54,743
 Accrued other                                            774,275
 Payroll taxes payable                                    258,638
 Billings in excess of costs and earnings
  on uncompleted projects                                  26,493
 Line of credit                                         1,196,972
 Notes payable to non-affiliated parties                   57,262
 Installment loans payable                                 63,571
 Capital lease obligations                                 13,038
 Deferred revenues                                        115,525
 Liabilities to be disposed of                            483,893
                                                        ---------
 Total current liabilities                              3,886,242

Accrued employee benefits                                  47,838
Accrued other                                              30,592
Billings in excess of costs and earnings
 on uncompleted projects                                   39,739
Convertible debenture                                     500,000
Notes payable - deferred financing                        250,000
Notes payable to non-affiliated parties                   214,494
Installment loans payable, net of current maturities        2,910
Capital lease obligations, net of current maturities       11,000
Deferred revenues                                         489,788
                                                        ---------
 Total liabilities:                                     5,472,603

Stockholders' equity:
 Common stock $ .001 par value:
  authorized 100,000,000 shares                             8,615
  8,615,275 shares issued and outstanding
 Additional paid-in capital                             3,256,986
 Accumulated deficit                                   (6,902,496)
                                                        ---------
 Total stockholders' equity (impairment)               (3,636,895)
                                                        ---------
 TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY           $ 1,835,708
                                                        =========

The notes to the Consolidated Financial Statements are an integral
part of these statements.

                                    -3-

                  GREENWORKS CORPORATION AND SUBSIDIARIES
                   CONSOLIDATED STATEMENTS OF OPERATIONS
            FOR THE THREE MONTHS ENDED MARCH 31, 2005 AND 2004

                                               3/31/05       3/31/04

Revenues                                     $  920,385    $  821,161

Cost of revenues                                457,301       403,755
                                              ---------     ---------
Gross profit                                    463,084       417,407

Operating Expenses
 Selling, general & administrative expenses     304,799       521,573
 Stock-based compensation                       925,837            --
                                              ---------     ---------
Total operating expenses                      1,230,636       521,573

Operating loss                                 (767,552)     (104,166)

Interest Expense                                (53,276)      (53,154)

Gain on sale of fixed assets                         --         7,282
                                              ---------     ---------
Loss from continuing operations                (820,828)     (150,038)

Loss from discontinued operations                (8,622)     (105,873)
                                              ---------     ---------
Net loss                                     $ (829,450)   $ (255,911)
                                              =========     =========

Loss per common share from continuing
 operations                                  $     (.17)   $     (.30)
Loss per share from discontinued operations  $     (.01)   $     (.22)
                                              ---------     ---------
Net loss per common share, basic and diluted $     (.18)   $     (.52)
                                              =========     =========

Weighted average shares of common stock
 outstanding                                  4,778,727       492,432
                                              =========     =========

The notes to the Consolidated Financial Statements are an integral
part of these statements.


                                    -5-
<PAGE>

                  GREENWORKS CORPORATION AND SUBSIDIARIES
                   CONSOLIDATED STATEMENTS OF CASH FLOWS
             FOR THE THREE MONTHS ENDED MARCH 31, 2005 AND 2004

                                              3/31/05        3/31/04

CASH FLOWS FROM OPERATING ACTIVITIES
 Net loss from continuing operations         $ (820,828)   $ (150,038)
 Adjustments to reconcile net loss to
  net cash provided by (used in)
  operating activities
   Depreciation and amortization                 23,074        13,038
   Amortization of deferred financing costs      22,222            --
   Gain on sale or disposal of equipment             --       (30,245)
   Equity issued in exchange for services
    rendered                                    925,837            --
   Change in provision for doubtful accounts     19,732            --
  (Increase) Decrease in assets:
   Accounts receivable                          (74,086)      (75,063)
   Unbilled revenues                            (72,045)     (167,736)
   Prepaid expenses and other current assets     43,261       (11,284)
   Cost & estimated earnings in excess of
    billings on uncompleted projects             (7,397)       (3,015)
   Security & other deposits                        (50)       15,291
  Increase ( Decrease) in Liabilities:
   Accounts payable, accrued and payroll
    taxes payable (Note 9)                      162,707       (62,308)
  Billings in excess of costs and estimated
   earnings on uncompleted projects             (17,074)       25,940
   Deferred revenues                             (9,775)      (18,279)
                                              ---------      --------
  Cash provided by (used in) continuing
   operations                                   195,578      (463,699)
                                              ---------      --------
  Loss from discontinued operations              (8,622)     (105,873)
  (Increase) decrease in net assets of
   discontinued operations                     (120,523)      483,214
                                              ---------      --------
  Cash (used in) provided by discontinued
   operations                                  (129,145)      377,341
                                              ---------      --------
 Net cash provided by (used in) operating
  activities                                     66,433       (86,358)
                                              ---------      --------
CASH FLOWS FROM INVESTING ACTIVITIES
 Proceeds from sale of property & equipment          --        49,030
                                              ---------      --------
 Net cash provided by (used in) investing
  activities                                         --        49,030
                                              ---------      --------

CASH FLOWS FROM FINANCING ACTIVITIES
 Loans from stockholders                             --       160,000
 Repayment of stockholder loans                      --        (1,697)
 Loans from non-affiliated parties                7,948         4,799
 Repayment of loans from non-affiliated
  parties                                        (4,580)           --
 Repayment of installment loans and capital
  lease obligations                             (69,801)     (125,774)
                                              ---------     ---------
Net cash (used in) provided by financing
 activities                                     (66,433)       37,328
                                              ---------     ---------
Increase
(decrease) in cash                                   --            --
Cash at beginning of period                          --            --
                                              ---------     ---------
Cash at end of period                       $        --    $       --
                                              =========     =========

The notes to the Consolidated Financial Statements are an integral
part of these statements.
                                    -6-
<PAGE>

                 GREENWORKS CORPORATION AND SUBSIDIARIES
                NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1    BASIS OF PRESENTATION

The consolidated interim financial statements included herein have
been prepared by the Company, pursuant to the rules and regulations of
the Securities and Exchange Commission with regard to Regulation S-B
and, in the opinion of management, include all adjustments which,
except as described elsewhere herein, are of a normal recurring
nature, necessary for a fair presentation of the financial position,
results of operations, and cash flows for the periods presented. The
results for interim periods are not necessarily indicative of results
for the entire year. The financial statements presented herein should
be read in connection with the financial statements included in the
Company's Annual Report on Form 10-KSB for the year ended December 31, 2004.

The preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America requires
the Company's management to make certain estimates and assumptions.
These estimates and assumptions affect the reported amounts of assets
and liabilities and disclosure of the contingent assets and
liabilities at the date of the financial statements. These estimates
and assumptions will also affect the reported amounts of certain
revenues and expenses during the reporting period. Actual results
could differ materially based on any changes in the estimates and
assumptions that the Company uses in the preparation of its financial
statements that are reviewed no less than annually. Actual results
could differ materially from these estimates and assumptions due to
changes in environmental industry-related regulations or future
operational plans, and the inherent imprecision associated with
estimating such future matters. See "Management's Discussion and
Analysis of Financial Condition and Results of Operations" in this
report.

GOING CONCERN   The accompanying consolidated financial statements have
been prepared assuming that the Company will continue as a going
concern. The Company incurred a loss of $(1,677,581) during the year
ended December 31, 2004. Also, as of March 31, 2005, the Company had
no cash, and current liabilities from continuing operations exceeded
current assets by $3,159,527. Due to the financial condition, the
auditors issued a going concern note for the year ended December 31,
2004.

We believe that our implementation of strong cost management
practices, our increased focus on and success in business development
and improved profit margins associated with the growing consulting
portion of our business may result in the elimination of some of the
factors that caused the operating loss suffered in 2004 and the
improvement of cash flow in 2005.

Management's plans include raising additional proceeds from debt and
equity transactions.

NET INCOME OR LOSS PER COMMON SHARE

The Company computes its net income or loss per common share under the
provisions of SFAS No. 128, "Earnings per Share" and SAB No. 98. Under
the provisions of SFAS 128 and SAB 98, basic net income or loss per
share is computed by dividing the net loss for the period by the
weighted-average number of shares of common stock The computation of
diluted earnings (loss) per share does assume exercise of securities
that would have an anti-dilutive effect on earnings (loss)per share.
Potential future dilutive securities include 13,250,000 shares issue-
able under outstanding options as of March 31, 2005.

2    COMMITMENTS PURSUANT TO CONSULTING AGREEMENTS

GreenWorks was party to eleven contracts that were to be settled in
cash or stock. These agreements were all terminated on March 31, 2005.
A summary of the activity under agreements in each case prior to
termination is as follows:

Our prior agreement with our current President provided that for the
payment of $200,000 in the form of cash or common stock in
consideration for prior services related to our acquisition of our
current operating division. For the quarter ended March 31, 2005,
1,350,000 of shares were issued in full satisfaction and settlement of
any remaining liability that had been established at December 31,
2004. This agreement was terminated on March 31, 2005.

GreenWorks and Candent signed an "IT Services Agreement" dated
November 1, 2004 for the design, development and administration of
information systems for ESI.  The agreement called for GreenWorks to
issue to Candent $350,000 in cash or stock in payment for the design
and development of a management information system, $50,000 in cash or
stock for services during 2004, and $50,000 in cash or stock for each
year in the five year term of the agreement.  For the quarter ended
March 31, 2005, 2,800,000 shares of stock were issued. Of this amount
300,000 shares were issued with a value of $300,000 and 152,250 shares
were issued with a value of $12,499. This value was predicated on the
value of the services rendered pursuant to the contract, which
provides the more readily
                                    -7-
<PAGE>

                 GREENWORKS CORPORATION AND SUBSIDIARIES
                NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
          COMMITMENTS PURSUANT TO CONSULTING AGREEMENTS (CONTINUED)

determinable value. An additional 2,347,750 shares were issued and
valued at par value with a corresponding charge to paid in capital.
Upon the eventual sales of these shares any proceeds realized will be
credited to the payment of the $350,000 design project with an
additional adjustment to paid in capital. There will be continuing
services relative to the design and development of a management
information system. The ongoing $50,000 IT administrative services
agreement have been terminated at March 31, 2005.  The President of
Candent is the spouse of the Chairman of the Company.

GreenWorks had previously been party to consulting agreements with
Serenity Capital, LLC, and Cyrus Capital, LLC, for the provision of
certain services. The sole members of each of these two consultants
are relatives of the Chairman of the Company. For the quarter ended
March 31, 2005, 700,000 shares were issued to these consultants with
an aggregate value of $62,498. This value was predicated on the value
of the services rendered pursuant to the contracts, which provides the
more readily determinable value. These agreements were terminated on
March 31, 2005.

GreenWorks had committed to pay three consultants a total of $350,000
in cash or stock for consulting services rendered in connection with
GreenWorks' acquisition, through its wholly owned subsidiary Enviro-
Sciences, of ESI-NJ. For the quarter ended March 31, 2005, 525,000
shares (in the aggregate) were issued to these three consultants in
full satisfaction and settlement of any remaining liability that had
been established at December 31, 2004.  These contracts were
terminated on March 31, 2005.

GreenWorks had committed to pay three consultants a total of $320,000
in cash or stock for services relating to business development,
including identification of Brownfield acquisition opportunities and
other acquisition opportunities. For the quarter ended March 31, 2005,
450,000 shares were issued with a value of  $49,999. This value was
predicated on the value of the services rendered pursuant to the
contract, which provides the more readily determinable value.   These
contracts were terminated as of March 31, 2005.

3.   LEGAL MATTERS

ESI-NJ is a defendant in this litigation where the plaintiff is
seeking damages for non-payment in the amount of $12,126.  ESI-NJ
believes it will be required to pay at least a portion of this amount.
Therefore, we have accrued this in our financials statements.

ESI-NJ is a defendant in three other litigation matters with an
aggregate recovery sought of $ 7,512 where the plaintiff's are seeking
damages for non-payment for services rendered. ESI-NJ believes it will
be required to pay at least a portion of this amount. Therefore, we
have accrued this in our financials statements.

4.   STOCKHOLDERS' EQUITY

SUPPLEMENTAL DISCLOSURE FOR STOCK-BASED COMPENSATION

The Company applies SFAS Opinion No.123 in accounting for stock-based
compensation.. SFAS No. 123, "Accounting for Stock-Based
Compensation", defined a fair value method accounting for stock
options and other equity instruments. Under the fair value method,
compensation cost is measured at the grant date based on the fair
value of the award and is recognized over the service period, which is
usually the vesting period. The Company issued 13,250.000 stock
options as follows:

Board Members (2)                2.0  million options
Employees (2)                   10.0  million options
Consultant (1)                   1.25 million options

The fair value of each stock option is estimated on the grant date
using the Black-Scholes Option Pricing Model. The following
assumptions were made in estimating the fair value of the stock
options:
                                    -8-
<PAGE>

                 GREENWORKS CORPORATION AND SUBSIDIARIES
                NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                     STOCKHOLDERS' EQUITY (CONTINUED)

Dividend Yield                   0
Risk-free interest rate        4.1 %
Expected Life                   10 yrs
Expected Volatility             69 %


The following is a summary of the status of the options outstanding as
of March 31, 2005:
                            # shares     weighted average
                                         exercise price
 -
Outstanding at 1/1/2005             -        $       -

Granted                    13,250,000        $     .08
Exercised                           -        $       -
Forfeited                           -        $       -
                           ----------         --------
Outstanding at 3/31/05     13,250,000        $     .08
                           ==========         ========

5.   SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION

The following is presented to supplement the statements of cash flows:

Cash paid during the period ended March 31,2005 for:

                  Interest        $       27,203
                  Income taxes    $           --

6.   SUBSEQUENT EVENTS

The following events occurred subsequent to March 31, 2005.

Share purchase and sale agreement with GreenShift Corporation
On April 1, 2005 GreenWorks entered into a Share Purchase and Sale
Agreement with GreenShift Corporation and its sole shareholder,
Viridis Capital, L.L.C. Kevin Kreisler, the sole member of Viridis
Capital, is the Chief Executive Officer of GreenWorks.

Pursuant to the Share Purchase and Sale Agreement, GreenShift
transferred to GreenWorks on April 1, 2005 equity securities
representing 55% of the fully-diluted common stock of Veridium
Corporation (OTCBB: VRDM). Kevin Kreisler is the Chairman of Veridium
Corporation, which is engaged in the business of recycling industrial
waste. The specific securities transferred by GreenShift to GreenWorks
were:

a. 7,106,382 shares of Veridium common stock;
b. 627,122 shares of Veridium Series A Preferred Stock;
c. 966,968 shares of Veridium Series B Preferred Stock;
d. 750,000 shares of Veridium Series C Preferred Stock;
e. an option to purchase 187,500 shares of Veridium Series B Preferred
   Stock at $4.00 per share; and
f. an option to purchase 375,000 shares of Veridium Series C Preferred
   Stock at $4.00 per share.

In exchange for the Veridium securities, GreenWorks delivered the
following to GreenShift Corporation:

                                    -9-

<PAGE>

                  GREENWORKS CORPORATION AND SUBSIDIARIES
                 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                       SUBSEQUENT EVENTS (CONTINUED)

a. 46,300,000 shares of GreenWorks common stock;
b. 1,000,000 shares of non-voting Series B Preferred Stock, which is
   convertible on December 31, 2006 into the lesser of (i) 50,000,000
   shares of common stock or (ii) that number of shares of common stock
   which, when added to other common stock owned by GreenShift, will
   equal 80% of the outstanding common stock on that date; and
c. an assumption of GreenShift's obligation to Cornell Capital
   Partners, L.P. under a 5% Secured Convertible Debenture in the
   principal amount of $2,000,000 dated December 22, 2004.

The 5% Secured Convertible Debenture, as assigned, requires GreenWorks
to pay $2,000,000 plus interest to Cornell Capital Partners on
December 22, 2006. GreenWorks will have the option to pay the debt in
cash or common stock. Prior to that date, Cornell Capital Partners has
the option to convert the principal and accrued interest into
GreenWorks common stock. The conversion rate, whether on conversion by
Cornell Capital Partners or if issued by GreenWorks in satisfaction of
the debt, will be 80% of the lowest closing bid price during the five
days preceding conversion.

Option agreement with GreenWorks Engineering Corporation

On April 1, 2005 GreenWorks and its wholly-owned subsidiary,
GreenWorks Engineering Corporation, entered into an Option Agreement
dated March 31, 2005 with Acutus Capital, L.L.C.  Acutus Capital is
the owner of 1,140,769 shares of GreenWorks common stock, representing
25% of the outstanding common stock as of March 31, 2005.

The Option Agreement affords Acutus the right to exchange its
GreenWorks common stock for 1,000,000 shares of GreenWorks Engineering
Corporation, representing 40% of the equity in GreenWorks Engineering
Corporation. The Option Agreement further provides that, in the event
of the death or incapacity of Kevin Kreisler, Acutus will have the
right to either (a) exchange its GreenWorks common shares for
1,575,000 shares of GreenWorks Engineering Corporation, representing
51% of the outstanding shares, or (b) receive additional shares of
GreenWorks common stock so that Acutus would own 4.99% of the
outstanding GreenWorks common stock. The Options expire on March 31,
2015.

The Option Agreement further provides that GreenWorks will issue
additional common shares to Acutus once each quarter until December
31, 2006.  So that Acutus will continue to own 4.99% of GreenWorks'
outstanding common stock.

Share purchase and sale agreement with Incandent Corporation LLC

On April 1, 2005 GreenWorks entered into a Share Purchase and Sale
Agreement with Incandent Capital, L.L.C. The sole member of Incandent
Capital is Kevin Kreisler, GreenWorks' Chairman and Chief Technology
Officer.

Pursuant to the Share Purchase and Sale Agreement, on April 1, 2005
Incandent Capital sold to GreenWorks 1,000,000 shares of Series A
Preferred Stock of Incode Technologies Corp. (OTCBB: ICDT). The Series
A Preferred Stock is convertible into 875,000,000 shares of Incode
common stock, representing 64% of the outstanding equity in Incode.
Kevin Kreisler, GreenWorks' Chairman, is Chairman of Incode
Technologies Corp. James Grainer, GreenWorks' President and Chief
Financial Officer, is President and Chief Financial Officer of Incode
Technologies Corp. Incode Technologies Corp. is engaged in the
business of operating a subscription- based Internet dating site and
is focused on the acquisition of   various commodities and materials
companies. The purchase price paid by GreenWorks to Incandent Capital
for the Incode Technologies shares was $1.00.

                                    -10-
<PAGE>

                  GREENWORKS CORPORATION AND SUBSIDIARIES
                 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                             SUBSEQUENT EVENTS
                               (CONTINUED)

Incode acquisition of Warnecke Design Service, Inc.

On April 11, 2005 Incode Technologies Corp ("Incode"), a 70% owned
subsidiary of GreenWorks Corporation  as of April 1, 2005, announced
its execution of an agreement to acquire the stock of Warnecke Design
Service, Inc. ("Warnecke").  Warnecke is a specialty metal
manufacturer that produces equipment for an array of industries and
provides design, development, manufacturing, installation and
maintenance services for its clients. Warnecke's customers include
electronics, automotive, plastics and other manufacturers, including
several Fortune 500 companies.

Under the terms of the acquisition agreement, Incode will acquire
Warnecke in return for $400,000 in cash and a $1.5 million convertible
note.  The note will have a term of 36 months and bear interest at the
prime rate plus one point.  The Agreement requires that the proceeds
of the note be used to pay off Warnecke's existing debt.  The
acquisition is expected to close during the second quarter of 2005 and
is expected to add significantly to the annualized gross sales to
Incode.

Business Development Corporation Election

GreenWorks has filed an election pursuant to Section 54 of the
Investment Company Act of 1940 to become a Business Development
Company ("BDC"). The Company's mission is to develop and support
companies that positively impact the use of natural resources.   The
election will be effective during the second quarter of 2005.

Cornell Capital Partners

The $500,000 convertible debenture that was previously issued to
Cornell Capital has been consolidated with the $2,000,000 convertible
debenture that was previously issued to Cornell by Greenshift. The
total principal amount now owed to Cornell is $2,535,611 including
accrued interest of $35,611.The debenture is due on December 22, 2006
and bears interest of 5%. Cornell may, at its option, convert the
principal amount of the debenture and any accrued interest into shares
of the Company stock and sell such shares at any time. Cornell may
convert the debenture into shares of the Company's common stock at a
price per share equal to the lesser of (a) the net asset value per
share of Common Stock or (b) the market value of the Common Stock
determined by the average of the lowest closing price of the Company's
Common Stock for the five (5) trading days immediately preceding the
Conversion Date.

The Standby Equity Distribution Agreement ("SEDA") with Cornell
Capital Partners has been cancelled.  Additionally, the $250,000
debenture that was executed as a commitment fee in conjunction with
the SEDA has also been cancelled.


ITEM 2 . MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
         FORWARD LOOKING STATEMENTS

In addition to historical information, this Quarterly Report contains
forward-looking statements, which are generally identifiable by use of
the words "believes," "expects," "intends," "anticipates," "plans to,"
"estimates," "projects," or similar expressions. These forward-looking
statements are subject to certain risks and uncertainties that could
cause actual results to differ materially from those reflected in
these forward-looking statements. A detailed discussion of some of the
risks that may cause such a difference has been set forth in the
Company's Annual Report on Form 10-KSB for the year ended December 31,
2004 in the section numbered "Item 1" under the heading "Description
of Business - Business Risk Factors." Readers are cautioned not to
place undue reliance on these forward-looking statements, which
reflect management's opinions only as of the date hereof. We undertake
no obligation to revise or publicly release the results of any
revision to these forward-looking statements.

                                    -11-
<PAGE>

         MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
                                  (CONTINUED)

RESULTS OF OPERATIONS THREE-MONTH PERIODS ENDED MARCH 31, 2005 AND 2004

Revenues

Total revenues were $920,385 for the three month period ended March
31, 2005, representing an increase of  $99,224, from 2004 (12%
increase) from the three month period ended March 31, 2004 revenues of
$821,161. The increase in revenues was a result of an improved
utilization of professional staff.

Cost of Revenues

Cost of revenues for the three month period ended March 31, 2005 was
$457,301or 50% of revenue, as compared to $403,755 or 49% of revenue
for the three month period ended March 31, 2004. We expect cost of
revenues to decrease in the future as we are trending more towards
pure consulting contracts where we rely less on subcontractors and
suppliers whose costs we pass through with only modest markups where
allowed.

Selling, General and Administrative Expenses

Selling, general and administrative expenses for the three month
period ended March 31, 2005 were $304,799, or 33% of revenue, as
compared to $ 521,573, or 64% of revenue for the three month period
ended March 31, 2004. The decrease in the ratio of SGA to revenue from
2004 to 2005 was largely the result of decreased indirect payroll and
payroll burden.  We expect that SG&A costs will continue to decline as
a percentage of revenue in future periods as other non-payroll costs
are reduced.

Stock-based compensation

During the three-month period ended March 31, 2005 the Company issued
stock and stock options valued at $ 925,837 and have included same as a
current quarter, non-cash expense.


Depreciation and Amortization

Depreciation and amortization expenses for the three month period
ended March 31, 2005 were $45,296, or 5% of revenue, as compared to
$26,505, or 3% of revenue for the three month period ended March 31,
2004. The net increase in these expenses was due to the addition of
$22,222 in finance fee amortization and a decrease of ($3,431) in
depreciation expense as a result of the net reduction in depreciable
assets during 2004. The finance fees are payable with stock.

Interest Expense

Interest expenses for continuing operations for the three-month period
ended March 31, 2005 were $53,276 or 6% of revenue, as compared to
$53,154, or 7% of revenue for the three-month period ended March 31,
2004. We expect that our overall interest expenses will decrease, as a
percentage of revenue, in 2005 due to the reduction or elimination of
short term interest bearing debt during 2004 and 2005. Further, we do
not anticipate a pro-rata increase in new interest bearing debt to
support our anticipated increase in revenue.

Discontinued Operations

Although we discontinued the operations of our construction division
in 2003, we continue to hold $205,289 in assets and $483,893 in
liabilities attributable to that division.  Revenue from discontinued
operations was $67,698 for the three-month period ended March 31, 2005
and $180,883 for the three-month period ended March 31, 2004. Expenses
incurred for these periods were $ 76,320 and $ 286,756, respectively
resulting in losses of $ 8,622 and $105,873, respectively.

Net Loss from Continuing Operations

Our net profit for three-month period ended March 31, 2005, before
accounting for non-cash, stock-based compensation, was $ 96,387 or 11%
of revenue, as compared to a net loss of $150,039, or 18% of revenue
for the three-month period ended March 31, 2004. The net loss for the
three-month period ended March 31, 2005 (after accounting for non-cash
stock-based compensation) was $ 829,450, or 90% of revenue. The
improvement in the profitability of operations (exclusive of stock
based compensation costs) reflects the fact that the operational
improvements initiated by management are achieving the intended
results. We believe that our implementation of

                                    -12-
<PAGE>
         MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
                               (CONTINUED)

strong cost management practices, our increased focus on business
development, and the improved profit margins associated with the
growing consulting portion of our business will result in the
continued improvement of our profitability and the improvement of cash
flow in 2005

LIQUIDITY AND CAPITAL RESOURCES

Enviro-Sciences, Inc. ("ESI-NJ"), from which we acquired our current
business, carried on that business from its offices in New Jersey from
1975 through 2004.  In the early years of the current decade, however,
ESI-NJ utilized its bank line of credit to fund the expansion of its
operations into a multi-office, decentralized mode, including a
construction division. That proved to be a serious mistake, as
decentralized operations proved to be inefficient. In addition, a
dispute arose between ESI-NJ and the customer that had been providing
over 40% of its annual revenue, which resulted in termination of the
relationship and almost $4 million in write-offs in 2002 and 2003.
For these reasons, ESI-NJ incurred a net loss of over $3.6 Million in
2002 and a net loss of over 1.1 Million in 2003.

In 2003, therefore, ESI-NJ began the process of returning to a
centralized location focused on its core business activities.  Since
the losses incurred in 2002 caused ESI-NJ to be in default of the
financial covenants in its bank lending agreement, the bank provided
no more credit.  From 2003 until the acquisition of the assets of
Enviro-Sciences Inc. by GreenWorks, through its wholly owned
subsidiary Enviro-Sciences, the operations of ESI-NJ were funded
primarily by loans from the previous owners of ESI-NJ.   The result
was that at the end of September 2004, ESI-NJ owed the bank
$1,346,972, owed its shareholders $1,628,217, and owed $277,663 to two
non-affiliated lenders.  Further, ESI-NJ was seriously late in paying
many of its bills, including $391,502 in unpaid payroll taxes.  On
September 30, 2004, ESI-NJ's total liabilities were $5,869,408 while
total assets were only $1,705,376.

In October 2004 the business of ESI-NJ was acquired by GreenWorks and
new management assumed responsibility for operations.   In the 4th
quarter of 2004 a number of events occurred to improve the financial
condition of the Company, resulting mostly from the acquisition.
First, the principal non-affiliated lenders agreed to a payment plan
for their $268,738 debt.  Then, the individuals who sold the assets of
ESI-NJ to GreenWorks (through GreenWorks Engineering Corp.), agreed to
convert their $1,628,217 debt into GreenWorks common stock.

In October 2004 GreenWorks sold to Cornell Capital Partners, LP a
$500,000 convertible secured debenture, netting $425,000 in proceeds.
As a result of GreenWorks acquisition of Greenshift Corporation, the
debenture has been consolidated with the $2,000,000 convertible
debenture that was previously issued to Cornell by Greenshift
Corporation, the proceeds of which GreenShift used in large part to
acquire equity securities of Viridium Corporation.  GreenShift sold
those and other securities to GreenWorks on April 1, in exchange for
GreenWorks' assumption of the debt to Cornell and GreenWorks equity
securities. The total principal amount now owed to Cornell is
$2,535,611 including accrued interest of $35,611.The debenture is due
on December 22, 2006 and bears interest at 5 %. Cornell is entitled,
at its option, to convert all or any part of the principal and
interest into shares of the Company's common stock at a price per
share equal to the lesser of (a) the net asset value per share of
Common Stock or (b) the market value of the Common Stock determined by the
average of the lowest closing price of the Company's Common Stock for
the five (5) trading days immediately preceding the Conversion Date.

Because we account for our fixed price contracts on the percentage of
completion method, our balance sheet can reveal value built into our
ongoing contracts.  At March 31, 2005 the aggregate of $555,202
reported as "unbilled revenue" and "costs and estimated earnings in
excess of billings" represented services we have performed for clients
but not yet billed to the clients.  The aggregate of $671,545 reported
as "billings in excess of cost and estimated earnings" and "deferred
revenue" represented revenues we have recorded in advance of incurring
the related costs. The net of those two numbers ($116,343) represents
a future negative cash flow.

GreenWorks currently has negative working capital of $2,599,273.
During the three-month period ended March 31, 2005 our continuing
operations provided $195,578 in cash.  However, our discontinued
operations used $129,145 in cash during the period. The drainage of
cash by our construction division should end in the near future,
although it is likely that we will be required to pay some of the
$278,604 shortfall between the remaining assets of that division and
its remaining liabilities.  The positive cash generated by our
continuing operations indicates that our primary cash issue during the
next period will be debt service.  For that reason we are actively
negotiating with our creditors to achieve debt repayment schedules
that will leave us sufficient cash flow to grow our business.

ITEM 3.	CONTROLS AND PROCEDURES

Our principal executive officer and principal financial and accounting
officer have participated in and supervised the evaluation of our
disclosure controls and procedures (as defined in Rules 13(a)-15(e)
and 15(d)-15(e) under the
                                    -13-
<PAGE>

      MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
                                (CONTINUED)

Securities Exchange Act of 1934, as amended (the "Exchange Act")) that
are designed to ensure that information required to be disclosed by us
in the reports that we file 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 the information required to be disclosed by us
in the reports that we file or submit under the Act is accumulated and
communicated to our management, including our principal executive
officer or officers and principal financial officer, to allow timely
decisions regarding required disclosure. The Company's chief executive
officer and chief financial officer determined that, as of the end of
the period covered by this report, these controls and procedures are
adequate and effective in alerting them in a timely manner to material
information relating to the Company required to be included in the
Company's periodic SEC filings.

There were no significant changes, including any corrective actions
with regard to significant deficiencies and material weaknesses, in
our internal controls or in other factors that could significantly
affect internal controls since the date of the most recent evaluation
of these controls by the Company's chief executive officer and chief
financial officer.

PART II OTHER INFORMATION

Item 1.  Legal Proceedings

     None.

Item 2. Unregistered Sale of Equity Securities and Use of Proceeds

     On January 7, 2005 GreenWorks issued 30,870 shares of common stock to
Donald McKelvey.  The shares were issued in consideration of Mr.
McKelvey's guarantee of certain representations regarding accrued
liabilities of Telco-Technology, Inc. prior to its reverse merger with
GreenWorks Corporation.  The sale was exempt pursuant to Section 4(2)
of the Act since the sale was not made in a public offering and was
made to an individual who had access to detailed information about
GreenWorks and was acquiring the shares for his own account.  There
were no underwriters.

     On February 10, 2005 GreenWorks issued 5,000 shares of common stock to
a non-affiliated party. The shares were issued in partial satisfaction
of a pre-existing obligation in the amount of $ 20,000.   The sale was
exempt pursuant to Section 4(2) of the Act since the sale was not made
in a public offering and was made to an individual who had access to
detailed information about GreenWorks and was acquiring the shares for
his own account.  There were no underwriters.

Item 3. Defaults Upon Senior Securities

     None.

Item 4. Submission of Matters to a vote of Security Holders

     None.

Item 5. Other Information

     GreenWorks announced its intention to change its name to GreenShift
Corporation and has filed an election pursuant to Section 54 of the
Investment Company Act of 1940 to become a Business Development
Company ("BDC").
                                    -14-

<PAGE>

ITEM 6. EXHIBITS AND REPORTS ON FORM 8K

EXHIBITS:

     31.1  Certification of the Chief Executive Officer pursuant to Section
           302 of the Sarbanes-Oxley Act of 2002.

     31.2  Certification of the Chief Financial Officer pursuant to Section
           302 of the Sarbanes-Oxley Act of 2002.

     32.1  Certification of the Chief Executive Officer and the Chief
           Financial Officer pursuant to Section 906 of the Sarbanes-Oxley
           Act of 2002.

REPORTS ON FORM 8-K

     The following is a list of reports filed on Form 8-K during the period:

     1) Current Report dated January 3, 2005 under Item 5.02 concerning
        election of a new director
     2) Current Report dated March 31, 2005 under Item 1.02 concerning
        termination of certain consulting agreements.

                                 SIGNATURES

Pursuant to the requirements of Section 13 or 15 (d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized on
the date indicated.


                                    GREENWORKS CORPORATION

By: /S/ KEVIN KREISLER
--------------------------
KEVIN KREISLER
Chief Executive Officer

Date: May 16, 2005


By:   /S/ JAMES GRAINER
--------------------------------------
JAMES GRAINER
Chief Financial and Accounting Officer

Date: May 16, 2005