UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549  FORM 10-QSB  (Mark One) S QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934  For the quarterly period ended June 30, 2006  £ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934  For the transition period from _______to________  Commission file number: 0-25025  GREENS WORLDWIDE INCORPORATED (Exact name of small business issuer as specified in its charter)  Arizona86-0718104(State or other jurisdiction of incorporation or organization)(IRS Employer Identification Number)  346 Woodland Church Road, Hertford, NC 27944(Address of principal executive offices)  252-264-2064(Registrants telephone number, including area code)  Check whether the registrant (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 S    No £  Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Securities Exchange Act of 1934) (check one): Yes £    No S  State the number of shares outstanding of each of the issuers classes of common equity, as of the latest practicable date: 22,890,685 shares of Common Stock, as of August 17, 2006.  Transitional Small Business Disclosure Format (check one): Yes £    No S   GREENS WORLDWIDE INCORPORATED   INDEX  Page NumberPART IFinancial InformationItem 1 - Unaudited Financial Statements:Balance Sheet as of  June 30, 20062Statements of Operations for the Three and Six Months Ended June 30, 2006, the Three Months ended June 30, 2005 and the period January 28, 2005 (inception) to June 30, 20053Statement of Stockholders Equity for the Six Months Ended June 30, 20064Statements of Cash Flows for the Six Months Ended  June 30, 2006 and January 28, 2005 (inception) to June 30, 20055Notes to Unaudited Financial Statements6  Item 2. - Managements Discussion and Analysis11Item 3 -  Controls and Procedures14PART II.Other Information (Items 1-6)14        GREENS WORLDWIDE INCORPORATED AND SUBSIDIARIESBALANCE SHEETJune 30, 2006(UNAUDITED)AssetsCurrent AssetsCash$1,347,360Accounts receivable26,131Prepaid expenses - current portion250,000Note receivable - current portion25,000Media inventory1,000,000Other current assets45,914Total Current Assets2,694,405Note receivable75,000Intangible assets115,624Fixed assets142,145Prepaid expenses250,000Goodwill3,424,494Deferred loan costs93,473Deposit1,208,765Total  Assets$8,003,906Liabilities and Stockholders' EquityCurrent LiabilitiesAccounts payable and accrued expenses$1,803,842Accrued compensation180,000Deferred revenue801,447Note payable250,000Total Current Liabilities3,035,289Convertible notes payable522,515Loans payable - stockholders215,069Total  Liabilities3,772,873Stockholders' EquityPreferred stock, par value $10, per share; 5,000,000shares authorized; none outstandingCommon stock, no par value; 100,000,000 sharesauthorized; 20,974,018 shares issued and outstanding15,647,950Deferred compensation(958,193)Accumulated deficit(10,458,724)Total Stockholders' Equity4,231,033Total Liabilities and Stockholders' Equity$8,003,906See notes to consolidated financial statements   2      GREENS WORLDWIDE INCORPORATED AND SUBSIDIARIESSTATEMENT OF OPERATIONS(UNAUDITED)January 28,Six Months2005Ended(Inception)Three Months Ended June 30,June 30,to June 30,2006200520062005Revenues$965,595$760$1,083,204$760Operating expensesEvent expenses1,768,1991591,768,199327Compensation237,3735,000355,54720,000General and administrative expenses1,602,43712,5327,501,73429,003Loss on rescission75,00075,000Interest, net68,462123,743Total Operating Expenses3,751,47117,6919,824,22349,330Net Loss$(2,785,876)$(16,931)$(8,741,019)$(48,570)Basic loss per share$(0.16)$*$(0.62)$(0.01)Basic weighted average shares outstanding17,435,6118,732,03114,059,2648,587,301* Less than $0.01, per shareSee notes to consolidated financial statements   3      GREENS WORLDWIDE INCORPORATED and SUBSIDIARIESSTATEMENT OF STOCKHOLDERS EQUITYSIX MONTHS ENDED JUNE 30, 2006(UNAUDITED)COMMONCOMMONDEFERREDACCUMULATEDSHARESSTOCKCOMPENSATIONDEFICITTOTALBalance - December 31, 200510,232,031$1,403,491$(133,008)$(1,717,705)$(447,222)Shares and options for consulting fees680,0006,345,7186,345,718Exercises of options and warrants3,385,0001,242,7291,242,729Shares for accounts payable11,42924,00024,000Shares for compensation1,520,000649,500(649,500)Shares for debt collateral3,415,5201,195,4321,195,432Shares for media inventory900,0001,000,0001,000,000Shares for acquisition of NEPT767,5382,637,7802,637,780Shares for acquistion of Still Moving62,500150,000150,000Warrants for compensation499,300(499,300)Amortization of deferred compensation323,615323,615Warrants and beneficial conversion500,000500,000Net loss(8,741,019)(8,741,019)Balance - June 30, 200620,974,018$15,647,950$(958,193)$(10,458,724)$4,231,033  4      GREENSWORLD WIDE INCORPORATED AND SUBSIDIARIESSTATEMENT OF CASH FLOWS(UNAUDITED)January 28, 2005Six Months Ended(Inception)June 30,to June 30,20062005Cash flow from operating activitiesNet loss$(8,741,019)$(48,570)Adjustments to reconcile net loss to netcash used in operating activitiesStock-based compensation6,345,718Amortization and depreciation623,2811,115Accrued interest113,535Loss on rescission75,000Amortization of deferred revenue(514,108)Changes in assets and liabilitiesAccounts receivable147,117Other current assets14,183Accounts payable and accrued expenses(79,243)9,424Deferred revenue1,314,6056,840Net cash used in operating activities(700,931)(31,191)Cash flow from investing activitiesAcquisition of NEPT (net of common stockand warrants issued of $2,637,780)515,216Acquisition of Still Moving (net of common stockissued of $150,000)323Rescission payment(75,000)Purchases of fixed assets(107,159)(18,250)Increase in loan payable - stockholder(39,125)Net cash provided by (used in) investing activities294,255(18,250)Cash flow from financing activitiesProceeds from exercises of options1,242,729Proceeds from convertible notes payable (net offinancing costs of $5,000)495,000Capital contributions-49,450Net cash provided by financing operations1,737,72949,450Increase in cash1,331,0539Cash, beginning of period16,307Cash, end of period$1,347,360$9See notes to consolidated financial statements.  5      GREENS WORLDWIDE INCORPORATED AND SUBSIDIARIES NOTES TO FINANCIAL STATEMENTS (UNAUDITED)   1. ORGANIZATION AND OPERATIONS  Organization  On January 28, 2005, American Sports & Golf Acquisitions Tour, Inc. was incorporated in the State of Delaware. On April 1, 2005, the Company changed its name to US Pro Golf Tour, Inc. (Company, USPGT).  Operations  The Company is a vertically integrated sports marketing and management company, engaged in owning and operating professional golf tours, at tournaments throughout the United States, a golf school and supporting companies. Revenues are generated through the sale of player memberships, entry fees to tournaments, local and national sponsorships, pro am team entries, the sale of television commercial units during televised programming of their golf tournaments, titled "54 Holes To Sunday" and from their support companies.  Merger of USPGT and GRWW  On July 11, 2005, Greens Worldwide Incorporated (GRWW) acquired all the outstanding common stock of the Company in exchange for 10,000,000 shares of common stock, of which 2,000,000 shares are being held in escrow until certain minimum revenues and net income requirements are met prior to December 31, 2006. GRWW recorded the issuance of 8,000,000 shares at their fair value of $3,200,000 and the balance of the shares will be recorded when and if earned.  GRWW was incorporated in 1992 and was inactive at the time of the merger.  Subsequent to the acquisition, the former shareholders of USPGT owned approximately 82% of the outstanding shares of the Company's common stock. As a result of the ownership interests of the former shareholders of USPGT, for financial statement reporting purposes, the acquisition was treated as a reverse acquisition, with USPGT deemed the accounting acquirer and GRWW deemed the accounting acquiree. The consolidated financial statements include the operations of GRWW from the date of the merger.   2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES  Basis of Presentation  The accompanying unaudited consolidated financial statements and related notes have been prepared in accordance with accounting principles generally accepted in the United States for interim financial statements and with the rules and regulations of the Securities and Exchange Commission for Form 10-QSB.  Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States for complete financial statements.  In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation of the consolidated financial position, results of operations and cash flows for the interim periods have been included.  These consolidated financial statements should be read in conjunction with the consolidated financial statements of the Company together with the Companys Plan of Operations in the Companys Form 10-KSB for the year ended December 31, 2005.  Interim results are not necessarily indicative of the results for a full year  6     The consolidated financial statements include the accounts of the Company and its subsidiaries.  All material intercompany balances and transactions have been eliminated.  Going Concern and Managements Plans  The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has incurred operating losses and negative operating cash flow since inception and future losses are anticipated. The Companys plan of operations, even if successful, may not result in cash flow sufficient to finance and expand its business. These factors raise substantial doubt about the Companys ability to continue as a going concern. Realization of assets is dependent upon continued operations of the Company, which in turn is dependent upon managements plans to meet its financing requirements and the success of its future operations. These financial statements do not include any adjustments related to the recoverability and classification of asset amounts or the amounts and classification of liabilities that might be necessary should the Company be unable to continue in existence.  Estimates  The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and revenues and expenses during the reporting period.  Actual results could differ from those estimates.  New Accounting Pronouncements  Management  does  not  believe  that  any other recently  issued,  but  not  yet effective accounting  pronouncements, if adopted, would have a material effect on the accompanying consolidated financial statements.   3. ACQUISITIONS  Still Moving, Inc.  On April 17, 2006, the Company acquired all of the outstanding shares of common stock of Still Moving, Inc. (SM) in exchange for 62,500 shares of common stock of the Company valued at $150,000. Still Moving is in the business of television production.  The Company will also issue $100,000, $250,000, and $250,000 of additional shares of common stock in 2006, 2007, and 2008, respectively, upon SM achieving certain financial milestones in each year. The actual number of shares to be issued shall be computed using the average closing trading price of the Companys common stock, as defined.  The acquisition was recorded on the purchase method of accounting by allocating the purchase price over the assets acquired and liabilities assumed, based on their estimated fair values at the acquisition date. The excess of the purchase price over the net amounts assigned to the assets acquired and the liabilities assumed was recorded as goodwill, as follows:  Cash$322Accounts receivable3,196Fixed assets2814Goodwill147,287Accounts payable and accrued expenses(3,619)$150,000  7         4. MEDIA INVENTORY  In connection with a sponsorship sale, on May 26, 2006, the Company purchased $3,000,000 of nationally syndicated newspaper features and/or radio features in exchange for $1,000,000 in shares of common stock of the Company and issued 900,000 shares.   5. CONVERTIBLE NOTES PAYABLE  In June 2006, the Company borrowed $500,000 under the existing borrowing arrangement.   6. STOCKHOLDERS EQUITY  For the quarter ended June 30, 2006,  (a) the Company issued an aggregate of 205,000 shares of common stock of the Company to employees and consultants in exchange for $356,000.  (b) the Company issued an aggregate of options to purchase 1,300,000 shares of common stock to consultants and employees in exchange for services, which were   valued at $803,490. The options are exercisable between $0.15 and $1.00, per share, through   January 15, 2007.  (c) the Company repriced options to purchase 1,800,000 and 200,000 shares of common stock originally issued to consultants now exercisable at various prices and charged the difference between the fair values of the repriced options in excess of the original options of $56,710 to deferred compensation.  (d) options and warrants were exercised to purchase 2,810,000 shares of common stock in exchange for $927,729.  In April 2006, the Company issued 3,415,520 shares of common stock as substitute collateral under the convertible notes payable. The shares were valued at $1,195,432, the value of the original collateral.   7. TRUMP EVENTS  In May 2006, the Company operated the Trump Million Dollar Invitational as a USPGT event and sponsored 85 USPGT players in exchange for 30% of their winnings, which amounted to $450,000.  On June 20, 2006, the Company entered into a memorandum of agreement, subject to a restated agreement, to develop The Trump Champions (TTC), four, high stakes golf events, per year, commencing in 2007 through 2011. TTC events will be USPGA Tour events.  The Company will manage the TTC events and provide the purses and jointly produce and syndicate television shows and sell sponsorship. The Company has also acquired a license from Donald Trump for the use of his name, personal services and assistance with sponsorship, etc. in exchange for $250,000 in cash and 1,000,000 shares of common stock, paid at closing, $250,000 to be paid upon entering into a facilities agreement for Trump golf courses and five percent of gross revenues each year.  The common stock was valued at $350,000.   8     8. Employment Agreement  On June 15, 2006, the Company entered into an employment agreement with an officer through June 2011, requiring an annual salary of $180,000.  In addition, the officer will receive a non-returnable bonus of 500,000 shares of common stock upon execution, valued at $260,000.   9. SUBSEQUENT EVENTS  Acquisitions  Champions Golf Tour In July 2006, the Company acquired the all the business assets of ArEn Services LLC (ArEn) in exchange for $200,000, payable $45,000 in cash and $155,000 in shares of common stock of the Company, payable at closing, and warrants to purchase 150,000 shares of common stock of the Company. The warrants are exercisable 25,000 at $.50, per share, 25,000 shares at $1, per share through December 31, 2006, 50,000 shares at $1.50, both through December 31, 2007 and 50,000 shares at $2, per share, through December 31, 2008.  ArEN operates the Champions Golf Tour, a professional golf tour. Texas Sports Group, Inc.  In August 2006, the Company executed a memorandum of agreement to acquire all of the outstanding shares of Texas Sports Group, Inc. (TSG) in exchange for $1,775,000, payable $200,000 in cash and $900,000 in shares of common stock at closing and $75,000 in cash and $600,000 in shares of common stock on June 30, 2007. In addition, the Company will issue warrants to purchase 50,000, 50,000, 50,000 and 50,000 shares of common stock exercisable at $0.50, $0.75, $1.00, and $1.50, per share, through December 31, 2006, 2007, 2008, and 2009, respectively.  TSG operates the Tight Lies Tour, a professional golf tour.  In 2006, 2007, and 2008, the Company will issue an additional $500,000 of additional shares of common stock per, year, upon TSG achieving certain financial milestones in each year.  Tarheel Tour, Inc.  In August 2006, the Company executed a definitive agreement to acquire all of the outstanding shares of Tarheel Tour, Inc. (Tarheel) in exchange for $1,000,000 in shares of common stock, payable $800,000 upon closing and $200,000 upon completion of an audit of Tarheel. In addition, the Company will issue warrants to purchase 50,000, 50,000, 50,000 and 50,000 shares of common stock of the Company, exercisable at $0.50, $0.75, $1 and 1.50 through December 31, 2006, 2007, 2008 and 2009, respectively.  Tarheel operates the Tarheel Tour, a professional golf tour.  Crowley and Company Advertising, Inc.  Effective April 1, 2006, the Company unilaterally rescinded their acquisition of Crowley & Company Advertising, Inc. (Crowley), as of March 31, 2006.  The rescission was recorded by reversing the acquisition and charging operations for the cash originally paid to the stockholders of Crowley of $75,000. Although Crowley has requested $350,000 to agree to the rescission, the Company believes that Crowley has breached the acquisition agreement and does not anticipate incurring any other costs in connection with the rescission.   9     Stockholders' Equity  2006 Non-Statutory Stock Option Plan  On July 18, 2006, the Company adopted the 2006 Non Statutory Stock Option Plan (Plan). Under the Plan, the Company may grant non-qualified options (NSO) to purchase up to 5,000,000 shares of common stock to employees, officers, directors and consultants.  NSOs   under plan shall not be less than 20% of market value on the date of the option and the exercise period shall not be more than ten years.  Common Stock Subsequent to June 30, 2006:  (a) the Company granted options to purchase an aggregate of 2,466,667 shares of common stock under the stock option plans to officers of the Company, exercisable at $0.14 to $0.15, per share, through October 31, 2006, of which 1,866,667 shares were exercised for $278,000.   (b) options to purchase 50,000 shares were exercised for $25,000.  Convertible Notes Payable  In July 2006, the Company entered into an agreement to borrow $1,000,000 from the existing convertible noteholders, payable July 31, 2009, including interest at 6%, per annum. Borrowings under the agreement are: (1) collateralized by certain intellectual property and equipment of the Company; (2) convertible into common stock at 60% of the trading price of the common stock, as defined; and (3) callable by the Company, if the shares are trading at less than $2.00, per share, as defined.  In addition, the Company will issue warrants to purchase 15,000,000 shares of the common stock, exercisable at $0.50, per share, through July 2013.  At closing, the Company borrowed $500,000.  Sponsorships  In July 2006, the Company entered into an agreement for the sale of sponsorships of ten of the proposed 14 USPGT events in 2007 in exchange for $100,000 in cash or $150,000 in stock of the sponsor, per event, payable sixty days prior to each event.  For 2008 through 2011, the sponsorship fees increase to $300,000 in cash or $250,000 in stock, per event, if favorable ratings are reached.  Television Production Agreement  In July, the Company entered into an agreement to provide production services for seven USPGT events through November 2006 in exchange for $50,000, per event.             10


ITEM 2  MANAGEMENTS DISCUSSION AND ANALYSIS  Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995  Certain matters discussed in this interim report on Form 10-QSB are forward-looking statements. Such forward-looking statements contained in this report involve risks and uncertainties, including statements as to:  · our future operating results, · our business prospects, · our contractual arrangements and relationships with third parties, · the dependence of our future success on the general economy and its impact on the industries in which we may be involved, · the adequacy of our cash resources and working capital, and · other factors identified in our filings with the SEC, press releases and other public communications.  These forward-looking statements can generally be identified as such because the context of the statement will include words such as us believe," anticipate, expect, estimate or words of similar meaning. Similarly, statements that describe our future plans, objectives or goals are also forward-looking statements.   Such forward-looking statements are subject to certain risks and uncertainties which are described in close proximity to such statements and which could cause actual results to differ materially from those anticipated as of the date of this Form 10-QSB.   Shareholders, potential investors and other readers are urged to consider these factors in evaluating the forward-looking statements and are cautioned not to place undue reliance on such forward-looking statements.   The forward-looking statements included herein are only made as of the date of this report and we undertake no obligation to publicly update such forward-looking statements to reflect subsequent events or circumstances.  By virtue of the Agreement for the Exchange of Common Stock, USPGT became a wholly owned subsidiary of the Company on July 11, 2005 and a resulting change of control in the Company, both in terms of stock ownership and new management occurred (all former officers and directors having resigned).  With new management in place and led by R. Thomas Kidd, its President and Chief Executive Officer, the Company embarked upon an active program of both augmenting its available financial resources and entering into various business opportunities.  In June 2006, the Company hired Bill Conwell as Chief Operating Officer of the Company.  We continued our acquisition program as follows:  i. On April 5, 2006, we entered into an Agreement for the Exchange of Common Stock (Agreement) with Still Moving, Inc. (Still Moving), (See Form 8-K with date of report of April 5, 2006, filed April 10, 2006 for copy of Agreement)a firm engaged in the business of television production. Under the terms of the agreement, we purchased 100% of the common stock of Still Moving for 62,500 shares of our restricted common stock. The Closing Date was April 17, 2006.  See also Form 8-K with date of report of April 14, 2006, filed April 18, 2006.


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ii. In July 2006, we acquired the assets of ArEn Services LLC (ArEn), a firm engaged in the marketing and operating of a professional golf tournament, known as Champions Golf Tour (Champions, (See Form 8-K with date of report July 29, 2006, filed August 8, 2006 for copy of Agreement). In accordance with the terms of the agreement, we will purchase the right, title and interest of Champions in and to all the assets of Champions used exclusively in the business in exchange for $155,000 in shares of common stock of the Company (based on the ten trading days average closing price prior to closing), $45,000 in cash payment at closing, and warrants to purchase 25,000 and  25,000 shares of common stock exercisable at $0.50 and $1.00, per share, respectively through December 31, 2006 and 50,000 and 50,000 shares of common stock exercisable at $1.50 and $2.00, per share, through December 31, 2007 and 2008, respectively. Upon acquiring the assets of ArEn as set forth above, the Company will form a new corporation named American Challenge Golf Tour, Inc. which will be a wholly owned subsidiary of the Company.  The assets acquired from ArEn will be contributed to the new corporation to begin its operations.   The closing of the purchase and sale of purchased assets in scheduled to occur in August 2006, subject to the completion of customary due diligence, execution of an employment agreement, and delivery of all required documentation to effect the transaction. iii. In August 2006, we executed a memorandum of agreement with Texas Sports Group, Inc. (TSG), a firm engaged in the business of sports marketing and management of professional golf tournaments under the brand name Tight Lies Tour, (see Form 8-K with date of report August 2, 2006, filed August 8, 2006).  In accordance with the terms of the agreement, we will form a new wholly owned subsidiary corporation titled Players Tours, Inc. (PTI).  Upon formation, PTI will enter into a definitive agreement for the exchange of common stock with TSG, whereby TSG will be merged into PTI.  The Company, through its newly formed wholly owned subsidiary, PTI, will acquire all of the outstanding shares of TSG in exchange for $1,500,000 in shares of common stock of the Company, $900,000 in shares to be issued at closing (based on the ten trading days average closing price prior to closing) and $600,000 in shares to be issued on June 30, 2007 (based on the ten trading days average closing price prior to June 30, 2007), $275,000 in cash, of which $200,000 will be payable at closing and $75,000 will be payable at June 30, 2007, and warrants to purchase 50,000, 50,000, 50,000 and 50,000 shares of common stock exercisable at $0.50, $0.75, $1.00, and $1.50, per share, through December 31, 2006, 2007, 2008, and 2009, respectively.  In 2006, 2007, and 2008, the Company will issue an additional $500,000 of additional shares of common stock per year (based on the ten trading days' average closing price prior to issuance) upon TSG achieving certain financial milestones in each year, respectively.  The closing of the transaction is subject to the completion of customary due diligence, execution of one or more employment agreements, and delivery of all required documentation to effect the transaction, which is scheduled to occur in the third quarter of 2006. iv. In August 2006, the Company executed a definitive agreement to acquire all of the outstanding shares of Tarheel Tour, Inc., a firm engaged in the marketing and operating of a professional golf tournament known as the Tarheel Tour (Tarheel).  For further information with respect to transactions indicated in i, ii,iii and iv above, reference is made to the Forms 8-Ks filed together with the Exhibits thereto all of which is herewith incorporated by reference.  Subsequent to June 30, 2006, the Company entered into a number of additional Agreements, each of which were reported in Forms 8-K to which reference is herewith made.  Reference is also made to the Companys Form 10-KSB for year ended December 31, 2005 and in particular, section entitled Managements Discussion and Analysis which makes summarized reference to Agreements entered into during the first quarter of 2006 as well as subsequent relevant events that occurred during April 2006.  During the six month period ended June 30, 2006, the Company has fully commenced its operations by completing four of the eleven scheduled tournaments of USPGT, scheduled all the tournaments of NEPT and commenced operations of its golf school and all support companies.


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Liquidity  In order to maintain liquidity and pursue active business operations and potential acquisitions, the Company borrowed $2,000,000 as reported in Form 8-K filed September 27, 2005 and entered into an Equity Credit Line of Agreement, initially for $5,000,000, subsequently increased to $30,000,000 and subsequently increased to $50,000,000 (all as reported in Forms 8-K filed July 12, 2005, November 2, 2005 and November 18, 2005).  In addition, in July 2006, the Company entered into another agreement to borrow an aggregate of $1,000,000 as reported in Form 8-K filed August 8, 2006. At closing, the Company received $500,000.  For the six months ended June 30, 2006, we had net cash used in operating activities of $700,931 as compared to $31,191 for the period ended June 30, 2005, primarily as a result of the increase in consulting fee expense and resulting increase in net loss.  For the six months ended June 30, 2006, we had net cash provided from investing activities of $294,255 as compared to net cash used in operating activities of $18,250 for the period ended June 30, 2005, primarily from the receipt of $515,216 from the acquisition of NEPT offset in part by the rescission payment of the Crowley acquisition of $75,000 and the purchase of fixed assets.  For the six months ended June 30, 2006, we had net cash provided from financing activities of $1,737,729 as compared to $49,450, for the period ended June 30, 2005, primarily from the exercise of stock options in combination with proceeds from convertible notes payable. Recent Accounting Pronouncements  Management  does  not  believe  that  any recently  issued,  but  not  yet effective accounting  pronouncements, if adopted, would have a material effect on the accompanying consolidated financial statements.  In June 2003, the Securities and Exchange Commission (SEC) adopted final rules under Section 404 of the Sarbanes-Oxley Act of 2002 (Section 404). Commencing with our annual report for the year ended December 31, 2007, (which is currently being exposed to change to December 31, 2008) we will be required to include a report of management on our internal control over financial reporting. The internal control report must include a statement  · of managements responsibility for establishing and maintaining adequate internal control over our financial reporting;  · of managements assessment of the effectiveness of our internal control over financial reporting as of year end;  · of the framework used by management to evaluate the effectiveness of our internal control over financial reporting; and  · that our independent accounting firm has issued an attestation report on managements assessment of our internal control over financial reporting, which report is also required to be filed.


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ITEM 3.  CONTROLS AND PROCEDURES  As of the end of the period covered by this Quarterly Report on Form 10-QSB, an evaluation of the effectiveness of the design and operation of the Companys disclosure controls and procedures was carried out by the Company under the supervision and with the participation of the Companys Chief Executive Officer and Chief Financial Officer (our President, R. Thomas Kidd). Based on that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the Companys disclosure controls and procedures have been designed and are being operated in a manner that provides reasonable assurance that the information required to be disclosed by the Company in reports filed under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the SECs rules and forms. A system of controls, no matter how well designed and operated, cannot provide absolute assurance that the objectives of the system of controls are met, and no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company have been detected. There have been no changes in the Companys internal controls over financial reporting that occurred during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, the Companys internal controls over financial reporting.  PART II     OTHER INFORMATION  Item 1. Legal Proceedings  None through period ended June 30, 2006, except action commenced in February 2006 previously reported in the Companys 10-KSB for year ended December 31, 2005.  Currently we have retained counsel to proceed with steps necessary to become a plaintiff in this action.  Except as set forth above, we are currently not aware of any material legal proceedings or claims that we believe will have, individually or in the aggregate, a material adverse affect on our business, financial condition or operating results.   Item 2. Unregistered Sale of Equity Securities and Use of Proceeds  a. None other than as previously reported in Forms 8-K referred to herein in Managements Discussion and Analysis or Plan of Operation b. Not Applicable c. During the quarter ended June 30, 2006; the Issuer did not purchase or repurchase any of its equity securities.  Item 3. Defaults Upon Senior Securities  None  Item 4. Submission of Matters to a Vote of Securityholders  None.  Item 5. Other Information  None


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Item 6. Exhibits  Exhibit NumbersDescription31.1Section 302 Certification of Chief Executive Officer and Chief Financial Officer32.1Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of The Sarbanes-Oxley Act of 2002     Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.   GREENS WORLDWIDE INCORPORATED  By: /s/ R. Thomas Kidd _____________________________________ R. Thomas Kidd, President, Chief Executive Officer and Director August 18, 2006


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