UNITED
      STATES


SECURITIES
      AND EXCHANGE COMMISSION


Washington,
      D.C. 20549








**FORM
      10-QSB/A**








(Mark
      One)


x QUARTERLY
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
      EXCHANGE ACT OF 1934





For
      the
      quarterly period ended September 30, 2005





o 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 x   No
o





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 o   No
x





State
      the
      number of shares outstanding of each of the issuer’s classes of common equity,
      as of the latest practicable date: 15,549,883 shares of Common Stock, as of
      October 31 **,** 2005.





Transitional
      Small Business Disclosure Format (check one): Yes o  No x




1




**GREENS
      WORLDWIDE INCORPORATED**








INDEX





Page
                NumberPART
                IFinancial
                Information
            3Item
                1 - Unaudited Financial Statements:Balance
                Sheet as of  September 30, 2005 (Restated)
            3Statement
                of Operations for the Three Months Ended September 30, 2005 and the
                Period
                from January 28, 2005 (inception) to September 30, 2005
                (Restated)
            4Statement
                  of Stockholders’ Equity for the Period from January 28, 2005 (inception)
                  to September 30, 2005
            5Statement
                of Cash Flows for the Period from
                January 28, 2005 (inception) to September 30, 2005
            6Notes
                to Unaudited Financial Statements
            7Item
                2. - Management’s Discussion and Analysis or Plan of
                Operation
            13Item
                3 -  Controls and Procedures
            15PART
                II.Other
                Information (Items 1-6)
            15


2


Part
        I
 Financial
        Information
 Item
          1
 GREENS
          WORLDWIDE INCORPORATED AND SUBSIDIARY
 Consolidated
              Balance Sheet September
                30, 2005 (Restated)


ASSETSCurrent
                AssetsCash
            
            $
            713,551Note
                receivable - current portion
            
            
            25,000Other
                current assets
            
            
            68,615Total
                Current Assets
            
            
            807,166Note
                receivable
            
            
            75,000Equipment,
                net
            
            
            1,685Intangible
                assets
            
            
            72,000Deferred
                loan costs
            
            
            98,612Deposit
            
            
            13,333Total
                Assets
            
            $
            1,067,796LIABILITIES
                AND STOCKHOLDERS' EQUITYCurrent
                LiabilitiesAccrued
                compensation
            
            $
            360,000Accounts
                payable and accrued expenses
            
            
            271,791Deferred
                revenue
            
            
            4,400Note
                payable
            
            
            398,634Total
                Current Liabilities
            
            
            1,034,825Convertible
                notes payable
            
            
            20,053Total
                Liabilities
            
            
            1,054,878Stockholders'
                EquityPreferred
                stock, par value $10, per share; 5,000,000 sharesauthorized;
                none issuedCommon
                stock, no par value; 50,000,000 shares authorized;13,547,551
                shares issued and outstanding
            
            
            2,028,923Deferred
                compensation
            
            
            (145,676
            )Accumulated
                deficit
            
            
            (1,870,329
            )Total
                Stockholders' Equity
            
            
            12,918Total
                Liabilities and Stockholders' Equity
            
            $
            1,067,796See
                notes to consolidated financial
                statements


3


GREEN
      WORLDWIDE INCORPORATED AND SUBSIDIARY


Consolidated
        Statement of Operations


Three
                Months
            
            January
                28, 2005Ended
            
            (
                Inception) toSeptember
                30, 2005
            
            September
                30, 2005(Restated)
            
            (Restated)Revenues
            
            $
            1,140
            
            $
            1,900Operating
                ExpensesCompensation
            
            
            1,789,932
            
            
            1,789,932Selling,
                general and administrative expenses
            
            
            75,685
            
            
            95,178Gain
                on sale of assets
            
            
            (86,676
            )
            
            (86,676
            )Interest,
                net
            
            
            73,795
            
            
            73,795Total
                Operating Expenses
            
            
            1,852,736
            
            
            1,872,229Net
                Loss
            
            $
            (1,851,596
            )
            $
            (1,870,329
            )Basic
                and diluted loss per share
            
            $
            (0.17
            )
            $
            (0.20
            )Basic
                and diluted weighted average numberof
                shares outstanding
            
            
            10,626,128
            
            
            9,440,393See
                  notes to consolidated financial
                  statements


4


GREENS
        WORLDWIDE INCORPORATED AND SUBSIDIARY  Consolidated
          Statement of Stockholders' Equity
 January
          28, 2005 (Inception) Through September 30, 2005
  COMMON
                
                COMMON
                
                DEFERRED
                
                ACCUMULATEDSHARES
                
                STOCK
                
                COMPENSATION
                
                DEFICIT
                
                TOTAL(Restated)
                
                (Restated)
                
                
                
                (Restated)
                
                (Restated)Capital
                    contributions
                
                
                
                
                $
                49,450
                
                
                
                
                
                
                
                $
                49,450Purchase
                    of fixed assets
                
                
                
                
                
                27,437
                
                
                
                
                
                
                
                
                27,437Shares
                    for acquisition
                
                
                8,000,000
                
                
                3,200,000
                
                
                
                
                
                
                
                
                3,200,000Adjustment
                    on reverse acquisition
                
                
                732,031
                
                
                (4,152,086
                )
                
                
                
                
                
                
                
                (4,152,086
                )Warrants
                    on notes payable
                
                
                
                
                
                51,680
                
                
                
                
                
                
                
                
                51,680Shares
                    for settlement of debt
                
                
                1,000,000
                
                
                400,000
                
                
                
                
                
                
                
                
                400,000Issuance
                    of common stock for acquisitionShares
                    and warrants for sponsorship
                
                
                100,000
                
                
                152,010
                
                $
                (152,010
                )Amortization
                    of deferred compensation
                
                
                
                
                
                
                
                
                6,334
                
                
                
                
                
                6,334Warrants
                    and beneficial conversion
                
                
                
                
                
                1,000,000
                
                
                
                
                
                
                
                
                1,000,000Stock
                    based compensation
                
                
                3,715,520
                
                
                1,300,432
                
                
                
                
                
                
                
                
                1,300,432Net
                    loss
                
                
                -
                
                
                -
                
                
                -
                
                $
                (1,870,329
                )
                
                (1,870,329
                )Balance
                    - September 30, 2005
                
                
                13,547,551
                
                $
                2,028,923
                
                $
                (145,676
                )
                $
                (1,870,329
                )
                $
                12,918See
                    notes to consolidated financial
                    statements







5
 GREEN
        WORLDWIDE INCORPORATED AND
        SUBSIDIARY


Consolidated
        Statement of Cash Flows


January
                  28, 2005(
                  Inception) toSeptember
                  30, 2005Cash
                  flow from operating activitiesNet
                  loss
              
              $
              (1,870,329
              )Adjustments
                  to reconcile net lossto
                  cash used in operating activitiesStock-based
                  compensation
              
              
              1,300,432Amortization
                  and depreciation
              
              
              71,535Gain
                  on sale of assets
              
              
              (86,676
              )Changes
                  in assets and liabilitiesOther
                  assets
              
              
              (65,186
              )Accrued
                  compensation
              
              
              360,000Accounts
                  payable and accrued expenses
              
              
              19,960Deferred
                  revenue
              
              
              4,400Cash
                  used in operating activities
              
              
              (265,864
              )Cash
                  flow from investing activitiesPurchase
                  of assets (net of liabilities assumed of $38,783)
              
              
              (18,250
              )Purchase
                  of equipment
              
              
              (1,785
              )Cash
                  used by investing activities
              
              
              (20,035
              )Cash
                  flow from financing activitiesProceeds
                  from sales of common stock
              
              
              49,450Proceeds
                  from notes payable (net of financing costs of $115,000)
              
              
              1,050,000Payment
                  of note payable
              
              
              (100,000
              )Cash
                  provided by financing operations
              
              
              999,450Increase
                  in cash and cash at end of period
              
              $
              713,551See
                  notes to consolidated financial
                  statements.


6


GREENS
      WORLDWIDE INCORPORATED AND SUBSIDIARY





Notes To
      Consolidated Financial Statements





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 promotes the golf industry through the production and management of
      golf
      tournaments. The Company currently operates a professional golf tour at
      tournaments throughout the United States. Revenues are generated through the
      sale of player tour cards, memberships, entry fees for tournaments, local and
      national sponsorships, and the sale of television commercial units during its
      televised program, "54 Holes to Sunday".





The
      Company was a development stage enterprise through the period ended June 30,
      2005 and is no longer considered a development stage enterprise.





Purchase
      of Assets





On
      February 28, 2005, the Company acquired certain assets and assumed certain
      liabilities from a related party, under common control with the Company. The
      Company acquired equipment, other assets and contracts of $29,596 in exchange
      for $18,250 cash, assumption of liabilities of $38,783 and the issuance of
      150
      shares of common stock of USPGT.  As the transaction was between entities
      under common control, the acquisition was recorded at the historical cost of
      the
      seller with the negative book value of the assets, net of liabilities assumed,
      of $27,437, as a charge to common stock





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 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.




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 recorded as a reverse acquisition,
      with
      USPGT being deemed the accounting acquirer and GRWW being deemed the accounting
      acquiree. The consolidated financial statements include the operations of GRWW
      from the date of the acquisition.




7


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
      U.S. for interim financial information 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 financial statements should be read in conjunction
      with the financial statements of USPGT as of June 30, 2005 and for the six
      months then ended and the notes thereto contained in Form 8-K/A, dated November
      10, 2005, and the financial statements of GRWW as of December 31, 2004 and
      for
      the year then ended and the notes thereto contained in a Form 10-KSB, dated
      March 31, 2005, both as filed with the Securities and Exchange Commission.





Interim
      results are not necessarily indicative of the results for a full
      year.





The
      consolidated financial statements include all the accounts of the Company and
      its subsidiary. 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.





Although,
      m anagement's
      plans include the private equity arrangement (Note 10), there can be no
      assurance that management will be successful in raising funds from the private
      equity arrangement, any other source of debt or equity funding nor from the
      generation of revenues.





Use
      of
      Estimates





The
      preparation of financial statements in conformity with generally accepted
      accounting principles requires management to make estimates and assumptions
      that
      affect the reported amounts of assets and liabilities and disclosure of
      contingent assets and liabilities at the date of the financial statements and
      the reporting amounts of revenues and expenses during the reported period.
      Actual results could differ from those estimates.




Intangible
      Assets





Intangible
      assets with indefinite lives are not being amortized. Intangible assets with
      definitive lives are being amortized over their estimated useful
      lives.


8


Revenue
      Recognition





Revenue
      is recorded when an arrangement exists, the sales price is fixed or determinable
      and collection is reasonably assured. Sponsorship
      fees are recognized over the period of the sponsorship. Tour card fees and
      memberships, which are nonrefundable, are amortized over the tour (calendar)
      year. Tournament entry fees are recognized when the tournament
      occurs.





Stock
      based Compensation





Compensation
      costs for stock, warrants and options issued to employees and nonemployees
      are
      based on the fair value method. The values of stock warrants are calculated
      using a Black - Scholes Model.





Loss
      per
      Share





Basic
      loss per share is computed by dividing net loss by the basic weighted average
      number of shares of common stock outstanding during the period. Diluted net
      loss
      per share is computed by dividing net loss by the weighted average number of
      shares of dilutive common stock outstanding during the period, which excludes
      6,300,000 shares of common stock issuable under warrants and 24,800,000 shares
      of common stock issuable under the conversion feature of the convertible notes
      payable, and was not presented as it was anti-dilutive.





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.  NOTE
      PAYABLE




In
      July
      2005, the Company borrowed $165,000 from a finance company, payable on November
      8, 2005, with interest at 8%, per annum, and convertible into shares of common
      stock. In addition, the Company issued warrants to purchase 200,000 shares
      of
      the Company's common stock, exercisable at $.40, per share, through July 2010.
      The warrants were valued at $51,680 and charged to note discount. The Company
      incurred a financing fee of $15,000 in connection with the
      borrowing.


In
      November 2005, the note and accrued interest thereon were repaid





4.  INTANGIBLE
      ASSETS




On
      September 8, 2005, the Company entered into a website development agreement
      through December 31, 2007 in exchange for $72,000, payable $6,000, per month,
      commencing in October 2005, per month.





5.  CONVERTIBLE
      NOTES PAYABLE




On
      September 16, 2005, the Company entered into an agreement to borrow an aggregate
      of $2,480,000 payable September 16, 2008, including interest at 15%, per annum.
      The notes are collateralized by certain intellectual property and equipment
      and
      guaranteed by an officer of the Company. The notes are convertible into common
      stock at the lesser of $.10, per share, or 50% of the trading price, as defined,
      and callable if the Company's outstanding shares are trading at less than $.40,
      per share, as defined.


9


In
      addition, the Company issued warrants to purchase 6,000,000 shares of the
      Company's common stock, exercisable at $0.75, per share, through June
      2010.





On
      September 16, 2005 and on November 16, 2005, the Company borrowed $1,000,000,
      and $500,000, respectively, under the agreement. The Company can borrow an
      additional $500,000 upon an effective registration statement filed by the
      Company with the Securities and Exchange Commission and the balance of $480,000
      is for the accrual of interest.





The
      fair
      value of both a beneficial conversion feature and the warrants was $1,000,000,
      which has been recorded as a note payable discount and is being amortized over
      the term of the note.





6.  COMMITMENTS
      AND CONTINGENCIES





Commitments





On
      September 30, 2005, the Company was committed for legal services of $50,000,
      payable in either cash or stock.





The
      Golf
      Channel





The
      Company is committed for the purchase of television coverage for a specified
      number of spots, etc. for $273,333.





Employment
      Agreements





On
      September 9, 2005, the Company entered into employment agreements with three
      officers through September 2010.  The agreements provide for aggregate
      annual salaries of $330,000, increasing to $432,000 on January 1, 2006 and
      10%
      each year thereafter. The agreements also provide for discretionary bonuses
      and
      participation in all of the Company's compensation plans, if established. If
      employment is terminated, as defined, the employees may be entitled to a payment
      equal to one years' compensation.





In
      addition, an officer received 300,000 shares of common stock of the Company,
      which were valued at $105,000.





Marketing
      Agreement





The
      Company is committed under an agreement for a marketing and sponsorship program
      through August 31, 2008 for $10,000, per month, against a 20% commission on
      sales of sponsorships and television media inventory.  Also, the Company
      issued 100,000 shares of common stock for the creation of an overall strategic
      marketing plan. In addition, the Company issued warrants to purchase 400,000
      shares of common stock, as follows:  100,000 shares exercisable at $0.35,
      per share, through August 30, 2005; 100,000 shares, exercisable at $0.50, per
      share, through October 31, 2005; 100,000 shares, exercisable at $0.75, per
      share, through December 31, 2005; and 100,000 shares, exercisable at $1.00,
      per
      share, through June 30, 2006.  All unexercised warrants will be voided if
      the agreement is terminated prior to June 30, 2006.





The
      shares and warrants were valued at $152,010, their fair value, and recorded
      as
      deferred compensation, classified as a reduction of stockholders' equity, and
      are being amortized over the term of the agreement.





Through
      September 30, 2005, warrants to purchase 100,000 shares of common stock expired
      without exercise.


10


Litigation





The
      Company has been made aware of a complaint against the Company and others on
      behalf of and in the right of the corporation for breach of officers' and
      directors' fiduciary duties, seizure of corporate opportunity, and unjust
      enrichment. The Company is not aware of the amount of claims, except for a
      claim
      for maintenance of the lawsuit in excess of $10,000.





7.  SPONSORSHIPS





On
      August
      22, 2005, the Company entered into a sponsorship agreement through December
      31,
      2005 in exchange for a note receivable of $400,000, payable in August 2007,
      with
      interest at 6%, per annum.





On
      September 30, 2005, the Company sold a sponsorship to our tour through December
      31, 2005 in exchange for 500,000 shares of the sponsor's common stock.  The
      shares were valued at zero, their fair value. In addition, the Company was
      required to purchase certain equipment for $30,000.





As
      all
      the revenue recognition criteria were not met, neither of the sponsorships'
      revenue were recorded.





8.  SALE
      OF
      ASSETS





On
      August
      22, 2005, the Company agreed to sell certain assets acquired in February 2005
      for a note receivable of $100,000, plus 8% of the gross revenues to be earned
      by
      the purchaser through December 31, 2015.  The note is payable in annual
      installments of $25,000 commencing August 31, 2006, with interest at 6%, per
      annum, payable annually, commencing March 31, 2006 and is convertible into
      common stock of the issuer, as defined.





9.  FORGIVENESS
      OF INDEBTEDNESS





In
      July
      2005, prior to the merger, GRWW settled a note payable to a related party of
      $2,617,013 in exchange for $100,000 in cash,  a note of $250,000 and
      1,000,000 shares of common stock. The note is payable on June 30, 2006, with
      interest at 18%, per annum.





10.  FUNDING
      ARRANGEMENT





On
      November 18 2005, as amended, the Company entered into a private equity credit
      agreement with Brittany Capital Management Limited to sell up to $50,000,000
      of
      the Company's common stock over 60 months commencing from the date of an
      effective registration statement filed with the Securities and Exchange
      Commission. The purchase price shall be the market price, as defined, less
      a
      discount of 7%.




11.  S UBSEQUENT
      EVENTS





Purchase
      of Break Thru Media, Inc.





On
      October 31, 2005, GRWW acquired all the assets of Break Thru Media, Inc. (Break
      Thru) in exchange for 100,000 shares of common stock of the Company, plus 8%
      of
      gross revenues of Break Thru for sales of CD Rom products commencing in 2006
      for
      a period of five years. Break Thru is engaged in the business of marketing,
      designing and producing interactive CD Rom products for sports and corporate
      clients.




In
      addition, the Company entered into an employment agreement with the seller
      requiring an annual salary of $48,000, against future royalties, and benefits
      similar to other officers of the Company.


11


12.  RESTATEMENT





The
      Company has restated their financial statements for the nine months ended
      September 30, 2005, for the correction of sponsorship revenue and webpage
      development costs. The restatement has no effect on any period prior to July
      1,
      2005.





The
      adjustments were as follows:





As
                Previously
            
            
            
            AsReported
            
            Adjustment
            
            RestatedAs
                of September 30, 2005Notes
                receivable - current portion
            
            
            
            
            $
            25,000
            
            $
            25,000Notes
                receivable
            
            $
            500,000
            
            $
            (400,000
            )$
            (25,00
            )
            $
            75,000Intangible
                assets
            
            
            
            
            $
            72,000
            
            $
            72,000Accounts
                payable and accrued expenses
            
            $
            199,791
            
            $
            72,000
            
            $
            271,791Deferred
                revenue
            
            $
            304,400
            
            $
            300,000
            
            $
            4,400Accumulated
                deficit
            
            $
            (1,770,329
            )
            $
            (100,000
            )
            $
            (1,870,329
            )For
                the peiod from January 28, 2005(Inception)
                through September 30, 2005Revenue
            
            $
            101,900
            
            $
            (100,000
            )
            $
            1,900Net
                Loss
            
            $
            (1,770,329
            )
            $
            (100,000
            )
            $
            (1,870,329
            )Basic
                and diluted loss per share
            
            $
            (.019
            )
            
            
            
            $
            (.020
            )For
                the three months endedSeptember
                30, 2005Revenue
            
            $
            101,140
            
            $
            (100,000
            )
            $
            1,140Basic
                and diluted loss per share
            
            $
            (0.16
            )
            
            
            
            $
            (0.17
            )





In
      addition, there were no significant changes to the statement of cash
      flows


12


**ITEM
      2**





**MANAGEMENT’S
      DISCUSSION AND ANALYSIS OR PLAN**


**OF
      OPERATION**








***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 annual 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.





Under
      former management, no longer associated with the Company, the Company filed
      its
      Form 10-KSB for year ended December 31, 2004 which indicated no assets and
      no
      revenues for year ended December 31, 2004 and subsequently filed under the
      same
      management, no longer associated with the Company, its Forms 10-QSB for quarters
      ended March 31, 2005 and June 30, 2005, both of which similarly indicated no
      assets or revenues during the periods indicated.





Current
      management first became involved with the Company by virtue of the Company
      entering into an Agreement for the Exchange of Common Stock with US Pro Golf
      Tour, Inc. (“USPGT”) and its shareholders.  The “Agreement for the Exchange
      of Common Stock” was attached as exhibit 10.1 to the Company’s Form 8-K with
      Date of Report of July 11, 2005, as filed July 12, 2005 the full contents of
      which are herewith incorporated by reference.





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).  Shortly thereafter (and as
      reported in the same Form 8-K) the Company received $165,000 in cash from
      Southridge Capital LP in the form of a convertible note, since repaid in
      full.


13


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 considering various business
      opportunities.





In
      that
      regard and as reported in Form 8-K with Date of Report of September 21, 2005
      (filed September 27, 2005), the Company entered into a Securities Purchase
      Agreement (the “Agreement”) and related agreements with a group of four private
      unaffiliated investors.  The transaction closed on September 21, 2005,
      pursuant to which the Company was to receive $2,000,000; $1,500,000 of which
      has
      already been received with the balance due and payable upon effectiveness of
      a
      Form SB-2 Registration Statement filed on November 14, 2005





Commencing
      September 29, 2005 and through November 18, 2005, the Company filed eight Forms
      8-K (and two Forms 8-K/A both of which related to pro forma financial
      information required as a result of entry into the aforementioned Agreement
      for
      the Exchange of Common Stock reported in Form 8-K of July 11, 2005).
 Reference is made to each of such Forms 8-K as relates to such items as an
      Asset Purchase Agreement with US Pro Golf League and a Marketing Agreement
      with
      Worldwide Marketing and Media LLC, both of which Forms 8-K were filed on
      September 29, 2005.





The
      Company entered into an Equity Line of Credit Agreement in the amount of
      $30,000,000 which superseded a prior $5,000,0000 agreement with the same party,
      Brittany Capital Fund Ltd. as reported on Form 8-K with Date of Report of
      October 25, 2005 (as filed November 2, 2005) and thereafter entered into a
      further modification to such agreement with the same party increasing such
      Equity Line of Credit from $30,000,000 to $50,000,000 and increasing the term
      of
      the Agreement from 36 months to 60 months as reported in Form 8-K filed November
      18, 2005 with Date of Report of November 18, 2005.





No
      comparative information appears for quarters ended September 30, 2005 and
      September 30, 2004 by virtue of the facts that the Company was under different
      management during September 30, 2004 and as heretofore indicated had no revenues
      or assets as of September 30, 2004.





*Subsequent
      Event*





On
      October 31, 2005 the Company entered into an Asset Purchase Agreement with
      BreakThru Media, Inc. (“BTM”), a firm then engaged in the business of marketing,
      designing and producing interactive CD Rom products. The Company purchased
      the
      right, title, and interest of BTM in and to all of the assets of BTM. used
      exclusively in its business free and clear of any and all liens, claims,
      charges, security interests, and encumbrances as the same existed on the October
      31, 2005 Closing Date, as follows and shown in Exhibit 10.1, Asset Purchase
      Agreement:





All
      intellectual property, trade name, trade secrets, trademarks, personnel
      contracts, web site, strategic partnerships, sponsors, publications, operating
      model, manuals, and all other confidential information relating to the business;
      and





All
      current, past and future clients.




The
      foregoing highlights and summarizes certain pertinent terms and conditions
      contained in the above-referenced Asset Purchase Agreement to which reference
      is
      made for the complete terms and conditions of such Agreement, a copy of such
      Agreement was filed as Exhibit 10.1 to the Company’s Form 8-K as filed November
      4, 2005.





*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).


14


*Recent
      Accounting Pronouncements*





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.





**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 September 30, 2005.




Item
      2. Unregistered
      Sale of Equity Securities and Use of Proceeds  15


a. None
      other than ass previously reported in Form 8-K


b. Not
      Applicable


c.           During the
      quarter ended September 30, 2005, 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,
      except for obtaining stockholder consent in June of 2005 relating to the
      Agreement for the Exchange of Common Stock as filed as Exhibit 10.1 to Form
      8-K
      filed July 12, 2005.




Item
      5. Other
      Information




None





Item
      6. Exhibits




ExhibitNumber
            Description31.1
            Section 302 Certification of Chief Executive Officer and Chief Financial
                Officer32.1
            Certification 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





December
      15, 2005




16