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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



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FORM 10-QSB



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(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, 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



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GREENS WORLDWIDE INCORPORATED

(Exact name of small business issuer as specified in its charter)



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|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|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)



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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 ̈

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  x

State the number of shares outstanding of each of the issuers classes of common equity, as of the latest practicable date:
 shares of Common Stock, as of November , 2006.

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



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##### Table of Contents

GREENS WORLDWIDE INCORPORATED

INDEX



|                                                                                                                                                                                             |  |            
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | -----------
|                                                                                                                                                                                             |  | Page Number
|PART I                                                                                                                                                                                       |  |            
|                                                                                                                                                                                             | 
|Financial Information                                                                                                                                                                        |  |            
|                                                                                                                                                                                             | 
|Item 1 - Unaudited Financial Statements:                                                                                                                                                     |  |            
|                                                                                                                                                                                             | 
|Balance Sheet as of September 30, 2006                                                                                                                                                       |  | 2          
|                                                                                                                                                                                             | 
|Statements of Operations for the Three and Nine Months Ended September 30, 2006, the Three Months ended September 30, 2005 and the period January 28, 2005 (inception) to September 30, 2005 |  | 3          
|                                                                                                                                                                                             | 
|Statement of Stockholders Equity for the Nine Months Ended September 30, 2006                                                                                                               |  | 4          
|                                                                                                                                                                                             | 
|Statements of Cash Flows for the Nine Months Ended September 30, 2006 and January 28, 2005 (inception) to September 30, 2005                                                                 |  | 5          
|                                                                                                                                                                                             | 
|Notes to Unaudited Financial Statements                                                                                                                                                      |  | 6          
|                                                                                                                                                                                             | 
|Item 2. -
Managements Discussion and Analysis                                                                                                                                               |  | 11         
|                                                                                                                                                                                             | 
|Item 3 -
Controls and Procedures                                                                                                                                                             |  | 13         
|                                                                                                                                                                                             | 
|PART II.                                                                                                                                                                                     |  |            
|                                                                                                                                                                                             | 
|Other Information (Items 1-6)                                                                                                                                                                |  | 13         



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##### Table of Contents

GREENS WORLDWIDE INCORPORATED AND SUBSIDIARIES

BALANCE SHEET

September 30, 2006

(UNAUDITED)



|                                                                                                    |  |   |             |  
|--------------------------------------------------------------------------------------------------- |  | - | ----------- | -
|Assets                                                                                              |  |   |             |  
|Current Assets                                                                                      |  |   |             |  
|Cash                                                                                                |  | $ | 653,588     |  
|Accounts receivable                                                                                 |  |   | 91,465      |  
|Prepaid expenses - current portion                                                                  |  |   | 250,000     |  
|Media Inventory                                                                                     |  |   | 1,000,000   |  
|Other current assets                                                                                |  |   | 71,546      |  
|                                                                                                    |  |   |             |  
|Total Current Assets                                                                                |  |   | 2,066,599   |  
|                                                                                                    | 
|Intangible assets                                                                                   |  |   | 107,232     |  
|Fixed assets                                                                                        |  |   | 177,866     |  
|Prepaid expenses                                                                                    |  |   | 250,000     |  
|Goodwill                                                                                            |  |   | 5,395,462   |  
|Deferred loan costs                                                                                 |  |   | 83,056      |  
|Deposit                                                                                             |  |   | 1,201,432   |  
|                                                                                                    |  |   |             |  
|Total Assets                                                                                        |  | $ | 9,281,647   |  
|                                                                                                    |  |   |             |  
|Liabilities and Stockholders Equity                                                                |  |   |             |  
|                                                                                                    | 
|Current Liabilities                                                                                 |  |   |             |  
|Accounts payable and accrued expenses                                                               |  | $ | 2,184,970   |  
|Deferred revenue                                                                                    |  |   | 363,367     |  
|Loan payable - officers payable                                                                     |  |   | 185,000     |  
|                                                                                                    |  |   |             |  
|Total Current Liabilities                                                                           |  |   | 2,733,337   |  
|                                                                                                    | 
|Convertible notes payable                                                                           |  |   | 846,868     |  
|Derivative financial instrumments                                                                   |  |   | 8,623,000   |  
|Stock to be issued                                                                                  |  |   | 675,000     |  
|                                                                                                    |  |   |             |  
|Total Liabilities                                                                                   |  |   | 12,878,205  |  
|                                                                                                    |  |   |             |  
|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; 25,358,946 shares issued and outstanding |  |   | 18,387,791  |  
|Deferred compensation                                                                               |  |   | (923,496    | )
|Accumulated deficit                                                                                 |  |   | (21,060,853 | )
|                                                                                                    |  |   |             |  
|Total Stockholders Equity                                                                          |  |   | (3,596,558  | )
|                                                                                                    |  |   |             |  
|Total Liabilities and Stockholders Equity                                                          |  | $ | 9,281,647   |  
|                                                                                                    |  |   |             |  

See notes to consolidated financial statements



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GREENS WORLDWIDE INCORPORATED AND SUBSIDIARIES

STATEMENT OF OPERATIONS

THREE and NINE MONTHS ENDED SEPTEMBER 30, 2006, THREE MONTHS ENDED SEPTEMBER 30, 2005,

AND JANUARY 28, 2005 (INCEPTION) TO SEPTEMBER 30, 2005

(UNAUDITED)



|                                                      |  |                                 |            |   |                                     |   |            |                                                   |  |   |             |   |  |   |            |  
|----------------------------------------------------- |  | ------------------------------- | ---------- | - | ----------------------------------- | - | ---------- | ------------------------------------------------- |  | - | ----------- | - |  | - | ---------- | -
|                                                      |  | Three Months EndedSeptember 30, |            |   | Nine Months EndedSeptember 30, 2006 |   |            | January 28, 2005
(inception) toSeptember 30, 2005 | 
|                                                      |  | 2006                            |            |   | 2005                                |   |            |                                                  
|Revenues                                              |  | $                               | 488,300    |   |                                     | $ | 1,140      |                                                   |  | $ | 2,273,004   |   |  | $ | 1,900      |  
|                                                      |  |                                 |            |  
|Operating expenses                                    |  |                                 |            |   |                                     |   |            |                                                   |  |   |             |   |  |   |            |  
|Event expenses                                        |  |                                 | (2,764,469 | ) |                                     |   |            |                                                   |  |   | (3,975,668  | ) |  |   |            |  
|Compensation                                          |  |                                 | (1,497,967 | ) |                                     |   | (1,789,932 | )                                                 |  |   | (1,853,514  | ) |  |   | (1,789,932 | )
|General and administrative expenses                   |  |                                 | (1,350,437 | ) |                                     |   | (75,685    | )                                                 |  |   | (8,859,571  | ) |  |   | (95,178    | )
|Gain on sale of assets                                |  |                                 |            |   |                                     |   | 86,676     |                                                   |  |   |             |   |  |   | 86,676     |  
|Loss of rescission                                    |  |                                 |            |   |                                     |   |            |                                                   |  |   | (75,000     | ) |  |   |            |  
|                                                      |  |                                 |            |   |                                     |   |            |                                                   |  |   |             |   |  |   |            |  
|Operating loss                                        |  |                                 | (5,124,573 | ) |                                     |   | (1,777,801 | )                                                 |  |   | (12,490,749 | ) |  |   | (1,796,534 | )
|                                                      |  |                                 |            |  
|Derivative financial instrument income (expense)      |  |                                 |            |   |                                     |   | (5,901,700 | )                                                 |  |   | 28,034,350  |   |  |   | (5,901,700 | )
|Interest, net                                         |  |                                 | (105,655   | ) |                                     |   | (73,795    | )                                                 |  |   | (229,398    | ) |  |   | (73,795    | )
|                                                      |  |                                 |            |   |                                     |   |            |                                                   |  |   |             |   |  |   |            |  
|Net Income (Loss)                                     |  | $                               | (5,230,228 | ) |                                     | $ | (7,753,296 | )                                                 |  | $ | 15,314,203  |   |  | $ | (7,772,029 | )
|                                                      |  |                                 |            |   |                                     |   |            |                                                   |  |   |             |   |  |   |            |  
|Basic and diluted income (loss) per share             |  | $                               | (0.22      | ) |                                     | $ | (0.80      | )                                                 |  | $ | 0.89        |   |  | $ | (0.85      | )
|                                                      |  |                                 |            |   |                                     |   |            |                                                   |  |   |             |   |  |   |            |  
|Basic and diluted weighted average shares outstanding |  |                                 | 23,438,721 |   |                                     |   | 9,697,248  |                                                   |  |   | 17,244,282  |   |  |   | 9,093,007  |  
|                                                      |  |                                 |            |   |                                     |   |            |                                                   |  |   |             |   |  |   |            |  

See notes to consolidated financial statements



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GREENS WORLDWIDE INCORPORATED and SUBSIDIARY

STATEMENT OF STOCKHOLDERS EQUITY

NINE MONTHS ENDED SEPTEMBER 30, 2006

(UNAUDITED)



|                                                  |  |              |  |             |            |   |                      |   |          |                    |  |   |             |   |  |   |             |  
|------------------------------------------------- |  | ------------ |  | ----------- | ---------- | - | -------------------- | - | -------- | ------------------ |  | - | ----------- | - |  | - | ----------- | -
|                                                  |  | COMMONSHARES |  | COMMONSTOCK |            |   | DEFERREDCOMPENSATION |   |          | ACCUMULATEDDEFICIT |  |   | TOTAL       |  
|Balance - December 31, 2005                       |  | 10,232,031   |  | $           | (96,509    | ) |                      | $ | (133,008 | )                  |  | $ | (36,375,056 | ) |  | $ | (36,604,573 | )
|Shares and options for consulting fees            |  | 680,000      |  |             | 6,345,718  |   |                      |   |          |                    |  |   |             |   |  |   | 6,345,718   |  
|Exercise of warrants                              |  | 5,801,667    |  |             | 1,633,269  |   |                      |   |          |                    |  |   |             |   |  |   | 1,633,269   |  
|Shares for accounts payable                       |  | 36,961       |  |             | 36,000     |   |                      |   |          |                    |  |   |             |   |  |   | 36,000      |  
|Shares for compensation                           |  | 1,520,000    |  |             | 754,020    |   |                      |   |          |                    |  |   |             |   |  |   | 754,020     |  
|Shares for acquisition of NEPT                    |  | 767,538      |  |             | 2,618,960  |   |                      |   | (754,020 | )                  |  |   |             |   |  |   | 1,864,940   |  
|Shares for acquistion of Still Moving             |  | 62,500       |  |             | 150,000    |   |                      |   |          |                    |  |   |             |   |  |   | 150,000     |  
|Shares & warrants for acquisition of Players Tour |  | 1,587,862    |  |             | 971,750    |   |                      |   |          |                    |  |   |             |   |  |   | 971,750     |  
|Shares for acquisition of AGC                     |  | 254,867      |  |             | 155,000    |   |                      |   |          |                    |  |   |             |   |  |   | 155,000     |  
|                                                  |  |              |  |             |           
|Shares for collateral of debt                     |  | 3,415,520    |  |             | 1,195,432  |   |                      |   |          |                    |  |   |             |   |  |   | 1,195,432   |  
|Warrants for compensation                         |  |              |  |             | 2,124,151  |   |                      |   | (499,300 | )                  |  |   |             |   |  |   | 1,624,851   |  
|Shares for media inventory                        |  | 1,000,000    |  |             | 1,000,000  |   |                      |   |          |                    |  |   |             |   |  |   | 1,000,000   |  
|Amortization of deferred compensation             |  |              |  |             |            |   |                      |   | 462,829  |                    |  |   |             |   |  |   | 462,829     |  
|Warrants and beneficial conversion                |  |              |  |             | 1,500,000  |   |                      |   |          |                    |  |   |             |   |  |   | 1,500,000   |  
|Net loss                                          |  |              |  |             |            |   |                      |   |          |                    |  |   | 15,314,203  |   |  |   | 15,314,203  |  
|                                                  |  |              |  |             |            |   |                      |   |          |                    |  |   |             |   |  |   |             |  
|Balance - September 30, 2006                      |  | 25,358,946   |  | $           | 18,387,791 |   |                      | $ | (923,499 | )                  |  | $ | (21,060,853 | ) |  | $ | (3,596,561  | )
|                                                  |  |              |  |             |            |   |                      |   |          |                    |  |   |             |   |  |   |             |  

See notes to the consolidated financial statements



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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

The consolidated financial statements include the
accounts of the Company and its subsidiaries. All material intercompany balances and transactions have been eliminated.



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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.



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3. ACQUISITION

Texas Sports Group, Inc.

On September 6, 2006, the Company acquired all the outstanding shares of Texas Sports Group, Inc.
(TSG) in exchange for $1,846,750, payable $200,000 in cash and 1,587,862 shares of the Companys common stock valued at $900,000 at closing, and $75,000 in cash and the issuance of $600,000 shares of the Companys common stock on
June 30, 2007. Texas Sports Group does business as TightLies Tour, Lone Star Golf Tour and Cadillac Senior Series, firms engaged in the business of marketing and operating a professional sports golf tournament business.

The Company also issued warrants to purchase 100,000, 50,000, 50,000, 50,000, and 50,000 shares of common stock of the Company at prices of $0.12, $0.50,
$0.75, $1.00, and $1.50, per share, through December 31, 2006, 2006, 2007, 2008, and 2009, respectively.

In 2006, 2007, and 2008, the
Company will issue an additional $500,000 of additional shares of common stock per, year, upon TSG achieving certain financial milestones in each year.

In connection with the acquisition, the Company entered into employment agreements with two stockholders of TSG, requiring future minimum annual salaries of $205,000.

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



|                                      |  |   |           |  
|------------------------------------- |  | - | --------- | -
|Cash                                  |  | $ | 31,018    |  
|Fixed assets                          |  |   | 12,732    |  
|Goodwill                              |  |   | 1,845,250 |  
|Accounts payable and accrued expenses |  |   | (42250    | )
|                                      |  |   |           |  
|                                      |  | $ | 1,846,750 |  
|                                      |  |   |           |  

5. CONVERTIBLE NOTES PAYABLE

In July 2006, as amended, the Company entered into an agreement to borrow $1,500,000 from the existing convertible noteholders, payable July 31, 2009, including interest at 6%, per annum. Borrowings under
the agreement are: (1) collateralized by certain intellectual property and equipment of the Company; (2) convertible into common stock at the value of the the common stock on the date converted, as defined; and (3) callable by the
Company, if the shares are trading at less than $2.00, per share, as defined.

In addition, the Company will issue warrants to purchase
15,000,000 shares of the common stock of the Company, exercisable at $0.50, per share, through July 2013. The fair value was limited the amount of the debt and recorded as a discount of $ 1,500,000.

During the quarter ended September 30, 2006, the Company borrowed $1,500,000. The Company borrowed and additional $1,000,000 during the reporting
period.

6. STOCKHOLDERS EQUITY

For the
quarter ended September 30, 2006, the Company issued an aggregate of options to purchase 3,686,667 shares of common stock to consultants and employees in exchange for services, which were valued at $1,782,302. The options are exercisable
between $0.14 and $2.00, per share, through December 31, 2008.

For the quarter ended September 30, 2006, options and warrants
were exercised to purchase 2,416,667 shares of common stock in exchange for $390,540.



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7. DERIVATIVE FINANCIAL INSTRUMENTS

Derivative financial instruments consisted of: (a) the embedded conversion feature bifurcated from the September 2005 convertible note payable and (b) the warrants issued in connection with the September
2005 convertible notes payable. The Company uses the Black-Scholes option price model to value the embedded conversion and the detachable warrants that are recorded as derivative liability.

In valuing the embedded conversion feature and the detachable warrants, at the time they were issued and at quarterly thereafter, we used the market price of our common
stock on the date of valuation, an expected dividend yield of zero, the remaining period or maturity date of the convertible debt feature or detachable warrants and the expected volatility of our common stock.

8. COMMITMENTS

Employment Agreement

On September 20, 2006, the Company entered into an employment agreement with a chief financial officer through September 2011, requiring an annual
salary of $150,000, increasing to $180,000 after 90 days. In addition, the officer received options to acquire 200,000 shares of common stock exercisable at $.25, per share, through September 20, 2006, and 200,000 shares exercisable at $.50,
per share, through December 31, 2007.

Television Agreement

In August 2006, the Company entered into an agreement for television production services, air time, air time acquisition, marketing and sales
representation exchange for amounts for services provided. In addition, the company will purchase specific air time for the Trump Major Events in exchange for $357,000 in cash and $663,000 in common stock of the Company, per year for three years.

9. RESTATEMENT

The Company has corrected its
accounting for derivatives financial instruments to confirm to the requirements of Statements of financial Accounting Standards No. 133 and emerging Issues Task force No. 00-19. Embedded conversion features that meet the definition of
derivative financial issues have been bifurcated and from the host instrument and recorded as a liability at fair value. The effect of the restatement on the net loss for the nine months ended September 30, 2005 was to increase the loss by
$5,901,700 and loss per share by $.65.

10. SUBSEQUENT EVENTS

Sponsorship

In October 2006, the Company entered into a strategic alliance with a travel company providing
for:



| |  |  | The travel Company shall became a sponsor of USPGT through December 31, 2010, including the providing of prizes on the USPGT for a minimum of $250,000;
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | The Company will receive commissions on travel through the travel Company of 10%;
| | - |  | ---------------------------------------------------------------------------------



| |  |  | The Company purchased 2.5% of the travel company in exchange for $500,000 of advertising inventory and 200,000 shares of the common stock of the Company.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------

Financial Consulting Agreement

In
October 2006, the Company entered into a financial services agreement in exchange for the sale of an aggregate of 2,100,000 shares of common stock of the Company for #315,000.

Secured Note Payable

On October 17,
2006, the Company entered into an a securities purchase agreement to sell an aggregate of secured term notes payable with a face amount of $1,375,000 and warrants to purchase 650,000 shares of common stock of the Company at a purchase price of $.909
per $1.00 of face amount. The notes are payable on April 17, 2007, with interest at the greater of 12% or prime plus 4%, per annum, payable monthly. In addition, the Company will be required to make payments against the note equal to 40%
of collections of membership tour cars, memberships and entry fees. The agreement also provides for: (1) a guaranty of substantially all the assets of the Company, subordination of the convertible debt holders



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##### Table of Contents

The Company also issued warrants to acquire an aggregate of 162,500 and cash of $125,000 as fees to
arrange the financing and reimbursed up to $20,000 of expenses of the lenders.

Each warrant is exercisable to purchase one share of common
stock of the Company at the lesser of $1.01, per share, or $500. After April 17, 2011.

Litigation

In October 2006, the Company commenced an action against a former director/officer of NEPT and a company owned by the former director/officer for breach
of fiduciary duty and unlawful conversion of NEPTs assets and is seeking compensatory damages in excess of $458,000 other damages, return of compensation and costs and interest.



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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 is forward-looking statements. Such forward-looking statements contained in this report involve risks and uncertainties, including statements as to:



| |  |  | our future operating results,
| | - |  | -----------------------------



| |  |  | our business prospects,
| | - |  | -----------------------



| |  |  | our contractual arrangements and relationships with third parties,
| | - |  | ------------------------------------------------------------------



| |  |  | the dependence of our future success on the general economy and its impact on the industries in which we may be involved,
| | - |  | -------------------------------------------------------------------------------------------------------------------------



| |  |  | the adequacy of our cash resources and working capital, and
| | - |  | -----------------------------------------------------------



| |  |  | other factors identified in our filings with the SEC, press releases and other public communications.
| | - |  | -----------------------------------------------------------------------------------------------------

These forward-looking statements can generally be identified as such because the context of the statement will include words such as us believe, anticipate, expect,
estimate or words of similar meaning. Similarly, statements that describe our future plans, objectives or goals are also forward-looking statements. Such forward-looking statements are subject to certain risks and uncertainties which are
described in close proximity to such statements and which could cause actual results to differ materially from those anticipated as of the date of this Form 10-QSB. Shareholders, potential investors and other readers are urged to consider these
factors in evaluating the forward-looking statements and are cautioned not to place undue reliance on such forward-looking statements. The forward-looking statements included herein are only made as of the date of this report and we undertake no
obligation to publicly update such forward-looking statements to reflect subsequent events or circumstances.

Overview

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).

Reference is also made
to the Companys Form 10-KSB for year ended December 31, 2005 and in particular, section entitled Managements Discussion and Analysis which makes summarized reference to Agreements entered into during the first quarter of
2006 as well as subsequent relevant events that occurred during April 2006.

We have (1) successfully completed its full schedule of 11 tournaments of
USPGT, including the first Trump Event, and all scheduled tournaments of NEPT; (2) commenced operations of its golf school and all support companies; (3) completed the acquisitions of Texas Sports Group, and Aren, Inc., including their
golf tours; and (4) entered into major sponsorships and television agreements for a full a 2007 schedule of USPGT and our other player tours.



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Liquidity

In 2005,
to maintain our liquidity and pursue our business operations and potential acquisitions, we borrowed an aggregate of $2,000,000, as reported in Form 8-K filed September 27, 2005, and entered into an equity credit line $50,000,000, as amended (
as reported in Forms 8-K filed July 12, 2005, November 2, 2005 and November 18, 2005).

We entered into addition agreements to borrow
an aggregate of $1,500,000 in July 2006 (as reported in Form 8-K filed August 8, 2006) and $1,250,000 in October 2006 (as reported in Form 8-K filed October 8, 2006) .

For the nine months ended September 30, 2006, we had net cash used in operating activities of $700,931 as compared to $31,191 for the period ended June 30, 2005, primarily as a result of the increase in
consulting fee expense and resulting increase in net loss.

For the nine months ended September 30, 2006, we had net cash provided from investing
activities of $294,255 as compared to net cash used in operating activities of $18,250 for the period ended September 30, 2005, primarily from the receipt of $515,216 from the acquisition of NEPT offset in part by the rescission payment of the
Crowley acquisition of $75,000 and the purchase of fixed assets.

For the nine months ended September 30, 2006, we had net cash provided from
financing activities of $1,737,729 as compared to $49,450, for the period ended September 30, 2005, primarily from the exercise of stock options in combination with proceeds from convertible notes payable.

Critical Accounting Policies

The preparation of financial statements
and related notes in conformity with accounting principles generally accepted in the United States of America requires the Company to make judgments, estimates, and assumptions that affect the reported amounts of assets, liabilities, revenue and
expenses, and related disclosure of contingent assets and liabilities. On an on-going basis, the Company evaluates its estimates, including those related to bad debts, inventories, income taxes, restructuring and impairments and contingencies and
litigation. The Company bases its estimates on historical experience and on various other assumptions that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values
of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

An accounting policy is considered to be critical if it requires an accounting estimate to be made based on assumptions about matters that are highly uncertain at the time the estimate is made, and if different
estimates that reasonably could have been used, or changes in the accounting estimates that are reasonably likely to occur periodically, could materially impact the financial statements.

Note 2 to the consolidated financial statements, included elsewhere in this report, and Note 2 to the consolidated financial statements, included in Form 10-KSB for the year ended December 31, 2006, include
summaries of the significant accounting policies and methods used in the preparation of our financial statements. Management believes our critical accounting policies relate to revenue recognition, goodwill, stock-based compensation and
derivative accounting.

Management does not believe that any recently issued, but not yet effective accounting pronouncements, if adopted, would have a
material effect on the accompanying consolidated financial statements.



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In June 2003, the Securities and Exchange Commission (SEC) adopted final rules under Section 404 of the
Sarbanes-Oxley Act of 2002 (Section 404). Commencing with our annual report for the year ended December 31, 2007, (which is currently being exposed to change to December 31, 2008) we will be required to include a report of
management on our internal control over financial reporting. The internal control report must include a statement



| |  |  | of managements responsibility for establishing and maintaining adequate internal control over our financial reporting;
| | - |  | -----------------------------------------------------------------------------------------------------------------------



| |  |  | of managements assessment of the effectiveness of our internal control over financial reporting as of year end;
| | - |  | ----------------------------------------------------------------------------------------------------------------



| |  |  | of the framework used by management to evaluate the effectiveness of our internal control over financial reporting; and
| | - |  | -----------------------------------------------------------------------------------------------------------------------



| |  |  | that our independent accounting firm has issued an attestation report on managements assessment of our internal control over financial reporting, which report is also required
to be filed.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

The Company has no committed source of debt or equity capital. However, the Company believes that the merger with Telemark in
April 2006 resulted in sufficient cash flow not to need any immediate sources of financing.

ITEM 3.

CONTROLS AND PROCEDURES

Evaluation of our Disclosure Controls and Internal Controls.

As of the end of the period covered by this Report, we
carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Securities Exchange Act of 1934 Rule 13-d-15(e)( and 15d-15(e)). Based upon that evaluation and managements
assessment of the potential effects of the material weakness described below, our Chief Executive officer and Senior Vice President, Finance and Administration, concluded that as of the end of the period covered by this Report, our disclosure
controls and procedures were effective to enable us to record, process, summarize and report information required to be included in our periodic SEC filings within the required time period.

Disclosure Controls and Internal Controls.

Disclosure controls are procedures that are designed with the objective of ensuring that information required to be disclosed in our reports filed under the Securities Exchange Act of 1934, as amended, such as this Report, is recorded,
processed, summarized, and reported within the time periods specified in the SECs rules and forms. Disclosure controls are also designed with the objective of ensuring that such information is accumulated and communicated to our management,
including our Chief Executive Officer and Senior Vice President, Finance and Administration, as appropriate, to allow timely decisions regarding required disclosure. Internal controls are procedures which are designed with the objective of providing
reasonable assurance that our transactions are properly authorized, recorded, and reported and our assets are safeguarded against unauthorized or improper use, and to permit the preparation of our financial statements in conformity with generally
accepted accounting principles.

Our company is not an accelerated filer (as defined in the Exchange Act) and is not required to deliver
managements report on control over our financial reporting until our fiscal year ended December 31, 2006.

There have been no changes in our
internal controls over financial reporting during our most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II
OTHER INFORMATION

Item 1. Legal Proceedings

None through period ended September 30, 2006, except action commenced in February 2006 previously reported in the Companys 10-KSB for year ended
December 31, 2005 and for which we have retained counsel to proceed with steps necessary to become a plaintiff in this action.



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In October 2006, the Company commenced an action against a former director/officer of NEPT and a company owned by the
former director/officer for breach of fiduciary duty and unlawful conversion of NEPTs assets and is seeking compensatory damages in excess of $458,000 other damages, return of compensation and costs and interest.

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

None other than as previously reported in Forms 8-K referred to herein in Managements Discussion and Analysis or Plan of Operation



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Item 3. Defaults Upon Senior Securities

None

Item 4. Submission of Matters to a Vote of Securityholders

None.

Item 5. Other Information

None

Item 6. Exhibits



|               |  |                                                                                                                       
|-------------- |  | ----------------------------------------------------------------------------------------------------------------------
|ExhibitNumbers |  | 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

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 INCORPORATEDBy:

/s/ R. Thomas KiddR. Thomas Kidd, President, Chief Executive Officer
and Director


November 20, 2006



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