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 March 31, 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)



|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|Arizona                                                        |  | 86-0718104                          
|(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: 18,514,042 shares of Common Stock, as of May 18, 2006.



Transitional Small Business Disclosure Format (check one):  Yes £    No S



---

GREENS WORLDWIDE INCORPORATED





INDEX



|                                                                                                                       |             | 
|---------------------------------------------------------------------------------------------------------------------- | ----------- | 
|                                                                                                                       |            
|                                                                                                                       | Page Number
|                                                                                                                       |            
|PART I                                                                                                                 |            
|                                                                                                                       |            
|Financial Information                                                                                                  | 3          
|                                                                                                                       |            
|Item 1 - Unaudited Financial Statements:                                                                               | 3          
|                                                                                                                       |            
|Balance Sheet as of  March 31, 2006                                                                                    | 3          
|                                                                                                                       |            
|Statements of Operations for the Three Months Ended March 31, 2006 and January 28, 2005 (inception) to March 31, 2005  | 4          
|                                                                                                                       |            
|Statement of Stockholders Equity for the Three Months Ended March 31, 2006                                            | 5          
|                                                                                                                       |            
|Statements of Cash Flows for the Three Months Ended  March 31, 2006 and January 28, 2005 (inception) to March 31, 2005 | 6          
|                                                                                                                       |            
|Notes to Unaudited Financial Statements                                                                                | 7          
|                                                                                                                       |            
|Item 2. - Managements Discussion and Analysis                                                                         | 12         
|                                                                                                                       |            
|Item 3 -  Controls and Procedures                                                                                      | 15         
|                                                                                                                       |            
|PART II.                                                                                                               |            
|                                                                                                                       |            
|Other Information (Items 1-6)                                                                                          | 15         









2









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|                                               |                                                      |                                                     |           |             |           
|---------------------------------------------- | ---------------------------------------------------- | --------------------------------------------------- | --------- | ----------- | ----------
|GREENS WORLDWIDE INCORPORATED AND SUBSIDIARIES
|BALANCE SHEET                                 
|MARCH 31, 2006                                
|(UNAUDITED)                                   
|                                               |                                                      |                                                     |           |             |           
|Assets                                        
|Current Assets                                 |                                                      |                                                     |          
|                                               | Cash                                                 |                                                     | $         | 1,112,760  
|                                               | Accounts receivable                                  |                                                     |           | 203,390    
|                                               | Note receivable - current portion                    |                                                     |           | 25,000     
|                                               | Other current assets                                 |                                                     |           | 114,185    
|                                               |                                                      |                                                     |           |             |           
|                                               | Total Current Assets                                 |                                                     |           | 1,455,335  
|                                               |                                                      |                                                     |           |             |           
|Note receivable                                |                                                      |                                                     | 75,000   
|Intangible assets                              |                                                      |                                                     | 124,016  
|Fixed assets                                   |                                                      |                                                     | 45,959   
|Goodwill                                       |                                                      |                                                     | 4,253,660
|Deferred loan costs                            |                                                      |                                                     | 98,612   
|Deposit                                        |                                                      |                                                     | 13,833   
|                                               |                                                      |                                                     |           |             |           
|                                               | Total  Assets                                        |                                                     | $         | 6,066,415  
|                                               |                                                      |                                                     |           |             |           
|Liabilities and Stockholders' Equity          
|                                               |                                                      |                                                     |           |             |           
|Current Liabilities                            |                                                      |                                                     |          
|                                               | Accounts payable and accrued expenses                |                                                     | $         | 1,342,561  
|                                               | Accrued compensation                                 |                                                     |           | 180,000    
|                                               | Deferred revenue                                     |                                                     |           | 637,841    
|                                               | Current portion of installment notes payable         |                                                     |           | 77,568     
|                                               | Note payable                                         |                                                     |           | 250,000    
|                                               |                                                      |                                                     |           |             |           
|                                               | Total Current Liabilities                            |                                                     |           | 2,487,970  
|                                               |                                                      |                                                     |           |             |           
|Convertible notes payable                      |                                                      |                                                     | 334,893  
|Installment notes payable                      |                                                      |                                                     | 247,620  
|Loans payable - stockholders                   |                                                      |                                                     | 375,518  
|                                               |                                                      |                                                     |           |             |           
|                                               | Total  Liabilities                                   |                                                     |           | 3,446,001  
|                                               |                                                      |                                                     |           |             |           
|Stockholders' Equity                           |                                                      |                                                     |          
|                                               | Preferred stock, par value $10, per share; 5,000,000 |                                                     |           |            
|                                               |                                                      | shares authorized; none outstanding                 |           |             |           
|                                               | Common stock, no par value; 100,000,000 shares       |                                                     |           |            
|                                               |                                                      | authorized;12,230,998 shares issued and outstanding |           |             | 10,496,299
|                                               | Deferred compensation                                |                                                     |           | (203,037)  
|                                               | Accumulated deficit                                  |                                                     |           | (7,672,848)
|                                               |                                                      |                                                     |           |             |           
|                                               |                                                      | Total Stockholders' Equity                          |           |             | 2,620,414 
|                                               |                                                      |                                                     |           |             |           
|                                               |                                                      | Total Liabilities and Stockholders' Equity          |           | $           | 6,066,415 



See notes to consolidated financial statements



3









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|                                               |                                     |                          |           |           |           |        |       
|---------------------------------------------- | ----------------------------------- | ------------------------ | --------- | --------- | --------- | ------ | ------
|GREENS WORLDWIDE INCORPORATED AND SUBSIDIARIES
|STATEMENT OF OPERATIONS                       
|THREE MONTHS ENDED MARCH 31, 2006 AND         
|JANUARY 28, 2005 (INCEPTION) TO MARCH 31, 2005
|(UNAUDITED)                                   
|                                               |                                     |                          |           |           |           |        |       
|                                               |                                     |                          |           |           |           |        |       
|                                               |                                     |                          |           |          
|                                               |                                     |                          |           |           |           |        |       
|                                               |                                     |                          |           | 2006      |           |        | 2005  
|                                               |                                     |                          |           |           |           |        |       
|Revenues                                       | $                                   | 117,609                  |           | $         | -        
|                                               |                                     |                          |           |           |           |        |       
|Operating expenses                             |                                     |                          |           |           |          
|                                               | Event expenses                      |                          |           |           |           | 168   
|                                               | Compensation                        |                          | 118,174   |           |           | 15,000
|                                               | General and administrative expenses |                          | 5,899,297 |           |           | 16,471
|                                               | Interest, net                       |                          | 55,281    |           |           |       
|                                               |                                     |                          |           |           |           |        |       
|                                               |                                     | Total Operating Expenses |           | 6,072,752 |           |        | 31,639
|                                               |                                     |                          |           |           |           |        |       
|Net Loss                                       | $                                   | (5,955,143)              |           | $         | (31,639) 
|                                               |                                     |                          |           |           |           |        |       
|                                               |                                     |                          |           |           |           |        |       
|Basic loss per share                           | $                                   | (0.56)                   |           | $         | *        
|                                               |                                     |                          |           |           |           |        |       
|Basic weighted average shares outstanding      | $                                   | 10,645,401               |           | $         | 8,440,963
|                                               |                                     |                          |           |           |           |        |       
|* Less than $0.01, per share                   |                                     |                          |           |           |          
|                                               |                                     |                          |           |           |           |        |       
|                                               |                                     |                          |           |           |           |        |       
|                                               |                                     |                          |           |           |           |        |       
|                                               |                                     |                          |           |           |           |        |       
|                                               |                                     |                          |           |           |           |        |       
|                                               |                                     |                          |           |           |           |        |       
|                                               |                                     |                          |           |           |           |        |       
|                                               |                                     |                          |           |           |           |        |       
|See notes to consolidated financial statements





4









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|                                                   |            |   |            |   |              |   |             |   |            
|-------------------------------------------------- | ---------- | - | ---------- | - | ------------ | - | ----------- | - | -----------
|GREENS WORLDWIDE INCORPORATED and SUBSIDIARY      
|                                                   |            |   |            |   |              |   |             |   |            
|STATEMENT OF STOCKHOLDERS EQUITY                 
|THREE MONTHS ENDED MARCH 31, 2006                 
|(UNAUDITED)                                       
|                                                   |            |   |            |   |              |   |             |   |            
|                                                   |            |   |            |   |              |   |             |   |            
|                                                   |            |   |            |   |              |   |             |   |            
|                                                   |            |   |            |   |              |   |             |   |            
|                                                   | COMMON     |   | COMMON     |   | DEFERRED     |   | ACCUMULATED |   |            
|                                                   | SHARES     |   | STOCK      |   | COMPENSATION |   | DEFICIT     |   | TOTAL      
|                                                   |            |   |            |   |              |   |             |   |            
|Balance - December 31, 2005                        | 10,232,031 | $ | 1,403,491  | $ | (133,008)    | $ | (1,717,705) | $ | (447,222)  
|Shares and options for consulting fees             | 475,000    |   | 5,366,198  |   |              |   |             |   | 5,366,198  
|Exercise of warrants                               | 575,000    |   | 315,000    |   |              |   |             |   | 315,000    
|Shares for accounts payable                        | 11,429     |   | 24,000     |   |              |   |             |   | 24,000     
|Shares for compensation                            | 20,000     |   | 39,500     |   | (39,500)     |   |             |   |            
|Shares for acquisition of Crowley                  | 150,000    |   | 447,710    |   |              |   |             |   | 447,710    
|Shares for acquisition of NEPT                     | 767,538    |   | 2,637,780  |   |              |   |             |   | 2,637,780  
|Warrants for compensation                          |            |   | 262,620    |   | (262,620)    |   |             |   |            
|Amortization of deferred compensation              |            |   |            |   | 232,091      |   |             |   | 232,091    
|Net loss                                           |            |   |            |   |              |   | (5,955,143) |   | (5,955,143)
|                                                   |            |   |            |   |              |   |             |   |            
|Balance - March 31, 2006                           | 12,230,998 | $ | 10,496,299 | $ | (203,037)    | $ | (7,672,848) | $ | 2,620,414  
|                                                   |            |   |            |   |              |   |             |   |            
|                                                   |            |   |            |   |              |   |             |   |            
|                                                   |            |   |            |   |              |   |             |   |            
|                                                   |            |   |            |   |              |   |             |   |            
|See notes to the consolidated financial statements





5









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|                                                |                                                     |                                             |                                    |           |          |          |     
|----------------------------------------------- | --------------------------------------------------- | ------------------------------------------- | ---------------------------------- | --------- | -------- | -------- | ----
|GREENS WORLDWIDE INCORPORATED AND SUBSIDIARIES 
|STATEMENT OF CASH FLOWS                        
|THREE MONTHS ENDED MARCH 31, 2006 AND          
|JANUARY 28, 2005 (INCEPTION) TO MARCH 31, 2005 
|(UNAUDITED)                                    
|                                                |                                                     |                                             |                                    |           |          |          |     
|                                                |                                                     |                                             |                                    |           | 2006     |          | 2005
|Cash flow from operating activities             |                                                     |                                             |                                    |          
|                                                | Net loss                                            | $                                           | (5,955,143)                        | $         | (31,639)
|                                                | Adjustments to reconcile net loss to net            |                                             |                                    |           |         
|                                                | cash provided by (used in) operating activities     |                                             |                                    |           |         
|                                                |                                                     | Stock-based compensation                    |                                    | 5,366,198 |          |         
|                                                |                                                     | Amortization and depreciation               |                                    | 377,745   |          |         
|                                                |                                                     | Accrued interest                            |                                    | 52,302    |          |         
|                                                |                                                     | Amortization of deferred revenue            |                                    | (116,659) |          |         
|                                                | Changes in assets and liabilities                   |                                             |                                    |           |         
|                                                |                                                     | Other current assets                        |                                    | (54,088)  |          |         
|                                                |                                                     | Accounts payable and accrued expenses       |                                    | (79,724)  |          | 4,929   
|                                                |                                                     | Deferred revenue                            |                                    | 753,550   |          | 7,600   
|                                                |                                                     |                                             |                                    |           |          |          |     
|                                                | Net cash provided by (used in) operating activities |                                             | 344,181                            |           | (19,110)
|                                                |                                                     |                                             |                                    |           |          |          |     
|Cash flow from investing activities             |                                                     |                                             |                                    |          
|                                                |                                                     | Acquisition of NEPT (net of common stock    |                                    |           |          |         
|                                                |                                                     |                                             | and warrants issued of $2,637,780) |           | 515,216  |          |     
|                                                |                                                     | Acquisition of Crowley (net of common stock |                                    |           |          |         
|                                                |                                                     |                                             | and warrant issued of $447,710)    |           | (75,000) |          |     
|                                                |                                                     | Purchases of fixed assets                   |                                    | (2,944)   |          |         
|                                                |                                                     | Loan to related party                       |                                    |           |          | (18,400)
|                                                |                                                     |                                             |                                    |           |          |          |     
|                                                | Net cash provided by (used in) investing activities |                                             | 437,272                            |           | (18,400)
|                                                |                                                     |                                             |                                    |           |          |          |     
|Cash flow from financing activities             |                                                     |                                             |                                    |          
|                                                |                                                     | Proceeds from exercises of options          |                                    | 315,000   |          |         
|                                                |                                                     | Proceeds from capital contributions         |                                    |           |          | 49,450  
|                                                |                                                     |                                             |                                    |           |          |          |     
|                                                | Net cash provided by financing operations           |                                             | 315,000                            |           | 49,450  
|                                                |                                                     |                                             |                                    |           |          |          |     
|                                                | Increase in cash                                    |                                             | 1,096,453                          |           | 11,940  
|                                                |                                                     |                                             |                                    |           |          |          |     
|Cash, beginning of period                       |                                                     | 16,307                                      |                                    |          
|                                                |                                                     |                                             |                                    |           |          |          |     
|Cash, end of period                             | $                                                   | 1,112,760                                   | $                                  | 11,940   
|                                                |                                                     |                                             |                                    |           |          |          |     
|See notes to consolidated financial statements.



6









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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





7









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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



Crowley



On March 31, 2006, the Company acquired all the outstanding shares of Crowley and Company Advertising, Inc. (Crowley) in exchange for 150,000 shares of common stock of the Company, $75,000 in cash and a warrant to purchase 100,000 shares of common stock, exercisable at $1.50, per share, through December 31, 2007. The Company will issue an additional 100,000 and 200,000 shares of common stock upon Crowley achieving certain financial milestones for 2006 and 2007, respectively. In addition, the Company shall pay an additional $75,000 upon Crowley achieving certain financial milestones in 2006. Crowley is in the business of advertising, promotion, public relations, etc.



The fair value of the Companys shares of $330,000 was based upon the actual number of shares issued using the closing trading price of the Companys common stock on the closing date. The fair value of the Companys warrants was $117,710 based on a black-scholes model. The aggregate purchase price was $522,710.





8









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The acquisition was recorded on the purchase method by allocating the purchase price over the assets acquired, including intangible assets, and liabilities assumed, based on their estimated fair values at the acquisition date. The excess of the purchase price over the net of amounts assigned to the assets acquired and the liabilities assumed was recorded as goodwill. The purchase price has been allocated to the assets and liabilities as follows:



|                                      |   |          
|------------------------------------- | - | ---------
|Accounts receivable                   | $ | 33,337   
|Fixed assets                          |   | 1,751    
|Goodwill                              |   | 976,453  
|Other asset                           |   | 500      
|Accounts payable and accrued expenses |   | (120,387)
|Notes payable  stockholders          |   | (121,324)
|Installment notes payable             |   | (247,620)
|                                      |   |          
|Total purchase price                  | $ | 522,710  



NEPT



On March 31, 2006, the Company acquired all the outstanding shares of New England Pro Tour, Inc. (NEPT) in exchange for 767,538 shares of the Company's common stock with $250,000 in value of such shares of common stock will be held until an audit of NEPT is completed. In addition, the sellers received five warrants to purchase 200,000 shares each, exercisable at $1, $1.50, $2, $3, and $4, per share, through December 31, 2006, 2007, 2008, 2009 and 2010, respectively.



The fair value of the Companys shares of $1,450,000 was based upon the actual number of shares issued using the average closing trading price of the Companys common stock during a five day trading period prior to the closing. The fair value of the Companys warrants of $1,187,780 was based on a black-scholes model. The aggregate purchase price was $2,637,780, including cash acquired of $515,216.



The acquisition was recorded on the purchase method by allocating the purchase price over the assets acquired, including intangible assets, and liabilities assumed, based on their estimated fair values at the acquisition date. The excess of the purchase price over the net of amounts assigned to the assets acquired and the liabilities assumed was recorded as goodwill. The purchase price has been allocated to the assets and liabilities as follows:



|                                      |   |            
|------------------------------------- | - | -----------
|Cash                                  | $ | 515,216    
|Accounts receivable                   |   | 170,053    
|Other current assets                  |   | 6,112      
|Fixed assets                          |   | 4,151      
|Goodwill                              |   | 3,277,207  
|Accounts payable and accrued expenses |   | (1,080,765)
|Notes payable  stockholders          |   | (254,194)  
|                                      |   |            
|                                      | $ | 2,637,780  



Operations of the acquired companies have been included in operations from the date of acquisitions.







9









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Pro Forma Results



The following unaudited pro forma financial information presents the combined results of operations of the Company, Crowley and NEPT for the three months ended March 31, 2006 and January 28, 2005 (inception) to March 31, 2005, as if the acquisitions had occurred on January 28, 2005. The unaudited pro forma financial information is not intended to represent or be indicative of the Companys consolidated results of operations that would have been reported had the acquisitions been completed as if the acquisitions had occurred on January 28, 2005 and should not be taken as indicative of the Companys future consolidated results of operations.



|                     |   |             |   |         
|-------------------- | - | ----------- | - | --------
|                     |   | 2006        |   | 2005    
|                     |   |             |   |         
|Revenues             | $ | 283,724     | $ | 191,749 
|                     |   |             |   |         
|Net loss             | $ | (6,022,017) | $ | (79,247)
|                     |   |             |   |         
|Basic loss per share | $ | (0.52)      | $ | (0.01)  



4.

STOCKHOLDERS EQUITY



For the quarter ended March 31, 2006, the Company issued an aggregate of 495,000 shares of common stock and options to purchase 3,175,000 shares of common stock to consultants and employees for services valued at $5,366,198. The options are exercisable between $0.40 and $2.00, per share, through December 31, 2007.



For the quarter ended March 31, 2006, options were exercised to purchase 575,000 shares of common stock for $315,000.



5.

SUBSEQUENT EVENTS



Still Moving, Inc.



In April, 2006, GRWW acquired all of the outstanding shares of Still Moving, Inc. for 62,500 shares of the Companys common stock valued at $150,000. Still Moving is in the business of television production.



Sponsorship and Advertising



On May 1, 2006, the Company entered into a non-exclusive sponsorship agreement with a media company under which up to $20,000,000 of the Company's sponsorship programs will be included in media packages sold to the sponsor's clients in exchange for restricted shares of the sponsor's clients. Upon the sales of $5,000,000 of sponsorship packages by December 31, 2006, the agreement will become exclusive for 2007.



In connection with the sponsorship agreement, 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, based on the prices of the last five days prior to issuance. The number of shares shall be determined at an 80% market value discount. If at any time during the service period the market value of these shares drops to $750,000 or less, all work shall cease until the Company makes up the difference in cash or additional shares to the market price of the $1,000,000 within 30 days.



Equipment



Subsequent to March 31, 2006, the Company purchased $194,000 and $97,000 of event equipment.





10









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Stockholders' Equity



Subsequent to March 31, 2006, options under the Plan were exercised to purchase 700,000 shares of common stock of the Company for $520,000.



Subsequent to March 31, 2006, the Company issued an aggregate of 205,000 shares of common stock for services valued at $356,000.



Acquisition of Worldwide Marketing and Media Group, Inc.



In May 2006, the Company entered into a definitive agreement to acquire all the outstanding shares of Worldwide Marketing and Media Group, LLC (WWMMG) in exchange for $1,260,000 in shares of common stock of the Company (based on the ten trading days average closing price prior to closing), $290,0000 in cash at closing and $100,0000 in cash on December 31, 2006 and warrants to purchase 200,000, 200,000 and 200,000 shares of common stock, exercisable at $.75, $1.50 and $2.00, per share, through December 31, 2006, 2007 and 2008, respectively. The Company will issue up to an additional $1,500,000 in shares of common stock of the Company and $100,000 in cash upon WWMMG achieving certain financial milestones through 2010. WWMMG is the business of marketing, advertising, public relations, multimedia production, graphic design and strategic planning.







11









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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 we 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.



During the first quarter of 2006, we continued our acquisition program as follows:



i.

On March 6, 2006, we entered into an Agreement for the Exchange of Common Stock (Agreement) with Crowley & Company Advertising, Inc. (CCA), (See Form 8-K with date of report of March 7, 2006, filed March 10, 2006 for copy of Agreement)a firm engaged in the business of advertising, promotion, public relations, ad specialties, and wearables. Under the terms of the agreement, we purchased 100% of the common stock of CCA for 150,000 restricted shares and a warrant to purchase 100,000 shares of our restricted common stock along with a cash payment of $75,000.  The Closing Date was March 31, 2006.  See also Form 8-K with date of report of March 31, 2006, filed April 4, 2006.



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ii.

On March 13, 2006, we entered into an Agreement for the Exchange of Common Stock (Agreement) with New England Pro Golf, Inc., d/b/a Cleveland Golf Tour (NEPG), a company engaged in the management and production of golf events in the Northeast area of the United States.  The transaction closed on March 31, 2006.  Under the terms of the Agreement, (heretofore filed on March 17, 2006 as an Exhibit to Form 8-K with date of report of March 15, 2006), we purchased 100% of the common stock of NEPG for our restricted common stock valued by the parties at $1,450,000 with $250,000 stock value held by our Transfer Agent until NEPG completes an audit.



Shareholders of NEPG shall also receive warrants to purchase up to one million shares of our common stock at various exercise prices through 2010 ranging from one ($1) dollar to four ($4) dollars per share with expiration dates and specific prices being as indicated in the Agreement in the third paragraph to Section 1 entitled Terms).  See also Form 8-K with date of report of March 31, 2006, filed April 5, 2006.



iii.

On March 29, 2006, we entered into an Agreement for the Exchange of Common Stock (Agreement) with North American Football League (NAFL), a developmental football league designed for colleges and the pros.  The League has grown from 18 teams in 1999 to over 100 teams operating in 24 divisions. The League has grown to a playoff system and a National Championship which is conducted at the Disney Wide World of Sports Complex in Orlando, Florida.  Under the terms of the agreement, we will purchase 100% of the common stock of NAFL for our restricted common stock valued at $500,000. The Closing Date is set for the near future.  See also Form 8-K with date of report of March 29, 2006, filed April 4, 2006.  Shareholders of NAFL shall receive warrants to purchase up to 500,000 shares of our common stock at various exercise prices through 2012 ranging from $1 to $5 per share.



iv.

In April, 2006, GRWW acquired all of the outstanding shares of

Still Moving, Inc. for 62,500 shares of the Companys common stock valued at $150,000. Still Moving is in the business of television production.



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 March 31, 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 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.



Subsequent to March 31, 2006, the Company has fully commenced its operations by completing the first of eleven scheduled tournaments of USPGT, scheduled all the tournaments of NEPT and commenced operations of its golf school and all support companies.



Liquidity



In order to maintain liquidity and pursue active business operations and potential acquisitions, the Company entered into a $2,000,000 Agreement ($1,500,000 has already been received) 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).





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For the three months ended March 31, 2006, we had net cash provided from operating activities of $344,181 as compared to net cash used in operating activities of $19,110 for the period ended March 31, 2005, primarily from the receipt of $748,500 from the sales of tour cards.



For the three months ended March 31, 2006, we had net cash provided from investing activities of $437,272 as compared to net cash used in operating activities of $18,400 for the period ended March 31, 2005, primarily from the receipt of $515,216 from the acquisition of NEPT offset in part by the cash purchase price of the Crowley acquisition of $75,000.



For the three months ended March 31, 2006, we had net cash provided from financing activities of $315,000 as compared to $49,450, for the period ended March 31, 2005, primarily from an increase in proceeds of capital transactions of $265,550.



Recent 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.



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, 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 March 31, 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

b.

Not Applicable

c.

During the quarter ended March 31, 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



On March 31, 2006  the shareholders of the Corporation adopted an amendment to the Articles of Incorporation increasing the number of authorized shares of capital stock to 100,000,000 shares, no par value.





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Item 5.

Other Information



None



Item 6.

Exhibits and Reports on Form 8-K



|                |                                                                                                                       
|--------------- | ----------------------------------------------------------------------------------------------------------------------
|Exhibit Numbers | Description                                                                                                           
|31.1            | Section 302 Certification of Chief Executive Officer and Chief Financial Officer                                      
|32.1            | Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of The Sarbanes-Oxley Act of 2002





Reports on Form 8-K



During the three months ended March 31, 2006, the Company filed Forms 8-K as follows.



|      |               
|----- | --------------
|Forms | Filing Dates  
|8-K   | March 10, 2006
|8-K/A | March 10      
|8-K   | March 17, 2006
|      |               
|      |               





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

May 18, 2005















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