SECURITIES AND EXCHANGE COMMISSION



Washington, D.C.  20549



FORM 10-QSB



QUARTERLY REPORT UNDER SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934





For The Quarter Ended June 30, 2004

Commission File Number 0-25025





GREENS WORLDWIDE INCORPORATED

(Exact name of registrant as specified in its charter)





ARIZONA

86-0718104



(State or other jurisdiction of

(IRS Employer Identification Number)

incorporation or organization)





2111 E. Highland Avenue, Suite 210, Phoenix, Arizona 85016

(Address of principal executive offices)



Registrant's telephone number, including area code 602-957-2777

_____________________________________________



Former name, former address, and former fiscal year, if changed since last report.





Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 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 the number of shares outstanding of each of the issuer's classes of stock, as of the latest practicable date.



Class

Outstanding at June 30, 2004

Common Stock, without par value

21,960,902 shares



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PART I



ITEM I.

FINANCIAL STATEMENTS





GREENS WORLDWIDE INCORPORATED

CONDENSED BALANCE SHEET

(Unaudited)



|                                                   | June 30           |  | December 31        
|-------------------------------------------------- | ----------------- |  | -------------------
|ASSETS                                             | 2004              |  | 2003               
|                                                   |                   |  |                    
|Current Assets                                     | $               - |  | $                 -
|                                                   |                   |  |                    
|Total Assets                                       | $               - |  | $                 -
|                                                   |                   |  |                    
|LIABILITIES AND STOCKHOLDERS' DEFICIT             
|                                                   |                   |  |                    
|Current Liabilities                                |                   |  |                    
|Accounts payable                                   | $    189,267      |  | $      168,841     
|Notes payable related party - current portion      | 2,517,463         |  | 2,517,463          
|                                                   |                   |  |                    
|Total Current Liabilities                          | 2,706,730         |  | 2,686,304          
|                                                   |                   |  |                    
|                                                   |                   |  |                    
|Stockholders' Deficit                              |                   |  |                    
|Preferred stock, par value $10  per share;         |                   |  |                    
|5,000,000 shares authorized; none issued           | -                 |  | -                  
|Common stock, no par value; 50,000,000 shares      |                   |  |                    
|authorized; 21,960,902 shares                      |                   |  |                    
|issued and outstanding                             | 2,625,008         |  | 2,625,008          
|Additional paid-in capital                         | 2,762,942         |  | 2,762,942          
|Deficit accumulated prior to the development stage | (3,635,513)       |  | (3,635,513)        
|Accumulated deficit during the development stage   | (4,459,167)       |  | (4,438,741)        
|                                                   |                   |  |                    
|Total Stockholders' Deficit                        | (2,706,730)       |  | (2,686,304)        
|                                                   |                   |  |                    
|Total Liabilities and Stockholders' Deficit        | $               - |  | $                 -
|                                                   |                   |  |                    

See notes to condensed financial statements









---





GREENS WORLDWIDE INCORPORATED

CONDENSED STATEMENTS OF OPERATIONS

(Unaudited)





|                                              |                   |  |                 |  |                          |  |                 |  | For the Period      
|--------------------------------------------- | ----------------- |  | --------------- |  | ------------------------ |  | --------------- |  | --------------------
|                                              |                   |  |                 |  |                          |  |                 |  | from January 2, 2002
|                                              | Three Months      |  | Six Months      |  | (date of Reorganization)
|                                              | Ended June 30,    |  | Ended June 30,  |  | through June 30,        
|                                              | 2004              |  | 2003            |  | 2004                     |  | 2003            |  | 2004                
|                                              |                   |  |                 |  |                          |  |                 |  |                     
|Revenues                                      | $               - |  | $        3,576  |  | $               -        |  | $        3,576  |  | $         105,935   
|                                              |                   |  |                 |  |                          |  |                 |  |                     
|Cost of Sales                                 | -                 |  | 1,966           |  | -                        |  | 1,966           |  | 91,056              
|                                              |                   |  |                 |  |                          |  |                 |  |                     
|Gross Profit                                  | -                 |  | 1,610           |  | -                        |  | 1,610           |  | 14,879              
|                                              |                   |  |                 |  |                          |  |                 |  |                     
|Operating Expenses                            |                   |  |                 |  |                          |  |                 |  |                     
|General, administrative, and selling expenses | 9,768             |  | 424,616         |  | 20,426                   |  | 626,027         |  | 1,980,686           
|Interest expense                              | -                 |  | -               |  | -                        |  | -               |  | 152,657             
|Depreciation                                  | -                 |  | 2,184           |  | -                        |  | 4,776           |  | 114,647             
|Impairment of long-term assets                | -                 |  | -               |  | -                        |  | -               |  | 2,226,056           
|Total Operating Expenses                      | 9,768             |  | 426,800         |  | 20,426                   |  | 630,803         |  | 4,474,046           
|                                              |                   |  |                 |  |                          |  |                 |  |                     
|Loss Before Income Tax Benefit                | (9,768)           |  | (423,006)       |  | (20,426)                 |  | (624,417)       |  | (4,459,167)         
|                                              |                   |  |                 |  |                          |  |                 |  |                     
|Income Tax Benefit                            | -                 |  | 144,565         |  | -                        |  | 213,926         |  | -                   
|                                              |                   |  |                 |  |                          |  |                 |  |                     
|Net Loss                                      | $      (9,768)    |  | $  (278,441)    |  | $    (20,426)            |  | $  (410,491)    |  | $     (4,459,167)   
|                                              |                   |  |                 |  |                          |  |                 |  |                     
|                                              |                   |  |                 |  |                          |  |                 |  |                     
|Basic and Diluted Loss Per Share              | $        (0.00)   |  | $        (0.01) |  | $        (0.00)          |  | $        (0.02) |  |                     
|                                              |                   |  |                 |  |                          |  |                 |  |                     
|Weighted Average Shares of Common Stock       |                   |  |                 |  |                          |  |                 |  |                     
|Outstanding                                   | 21,960,902        |  | 21,960,902      |  | 21,960,902               |  | 21,960,902      |  |                     
|                                              |                   |  |                 |  |                          |  |                 |  |                     



See notes to condensed financial statements





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GREENS WORLDWIDE INCORPORATED

CONDENSED STATEMENTS OF CASH FLOWS

(Unaudited)





|                                                     |                           |  |                        |  | For the Period           
|---------------------------------------------------- | ------------------------- |  | ---------------------- |  | -------------------------
|                                                     |                           |  |                        |  | from January 2, 2002     
|                                                     |                           |  |                        |  | (date of Reorganization) 
|                                                     | Six Months Ended June 30, |  | through June 30,      
|                                                     | 2004                      |  | 2003                   |  | 2004                     
|Cash Flows From Operating Activities                 |                           |  |                        |  |                          
|Net loss                                             | $         (20,426)        |  | $           (415,267)  |  | $      (4,459,167)       
|Adjustments to reconcile net loss to net cash        |                           |  |                        |  |                          
|used in operating activities:                        |                           |  |                        |  |                          
|Depreciation                                         | -                         |  | 4,776                  |  | 114,647                  
|Stock options issued for compensation and services   | -                         |  | -                      |  | 198,461                  
|Beneficial conversion from shareholder notes payable | -                         |  | -                      |  | 18,751                   
|Impairment of long-term assets                       |                           |  |                        |  | 2,226,056                
|Income tax benefit                                   | -                         |  | (213,926)              |  | -                        
|Gain on disposition of assets                        | -                         |  | -                      |  | -                        
|Change in operating assets and liabilities:          |                           |  |                        |  |                          
|Accounts receivable                                  | -                         |  | (5,006)                |  | -                        
|Inventories                                          | -                         |  | (24,710)               |  | -                        
|Prepaid expenses and other current assets            | -                         |  | 20,488                 |  | 4,968                    
|Accounts payable                                     | 20,426                    |  | 152,724                |  | 306,307                  
|Accrued expenses                                     | -                         |  | 2,029                  |  | -                        
|                                                     |                           |  |                        |  |                          
|Net Cash From Operating Activities                   | -                         |  | (478,892)              |  | (1,589,977)              
|                                                     |                           |  |                        |  |                          
|Cash Flows From Investing Activities                 |                           |  |                        |  |                          
|Purchases of property and equipment                  | -                         |  | (51,230)               |  | (2,916,378)              
|Purchases of construction in progress                | -                         |  | (1,728,065)            |  | -                        
|Payment for deposit                                  | -                         |  | -                      |  | (25,000)                 
|                                                     |                           |  |                        |  |                          
|Net Cash From Investing Activities                   | -                         |  | (1,779,295)            |  | (2,941,378)              
|                                                     |                           |  |                        |  |                          
|Cash Flows From Financing Activities                 |                           |  |                        |  |                          
|Proceeds from issuance of common stock               | -                         |  | -                      |  | 1,025,000                
|Proceeds from notes payable and capital lease        | -                         |  | 399,334                |  | 671,138                  
|Proceeds from notes payable shareholder              | -                         |  | 1,656,308              |  | 2,873,168                
|Payments for capital leases                          |                           |  |                        |  | (35,959)                 
|Principal payments on debt                           | -                         |  | (29,615)               |  | (1,992)                  
|                                                     |                           |  |                        |  |                          
|Net Cash From Financing Activities                   | -                         |  | 2,026,027              |  | 4,531,355                
|                                                     |                           |  |                        |  |                          
|Net Decrease In Cash                                 | -                         |  | (232,160)              |  | -                        
|                                                     |                           |  |                        |  |                          
|Cash At Beginning Of Period                          | -                         |  | 270,248                |  | -                        
|                                                     |                           |  |                        |  |                          
|Cash At End Of Period                                | $                    -    |  | $               38,088 |  | $                       -
|                                                     |                           |  |                        |  |                          

See notes to condensed financial statements



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GREENS WORLDWIDE INCORPORATED

(A Development Stage Company)

NOTES TO CONDENSED FINANCIAL STATEMENTS







NOTE 1.  BUSINESS DESCRIPTION AND BASIS OF PRESENTATION



BASIS OF PRESENTATION



The accompanying unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America for interim financial information and the instructions to Form 10-QSB. Accordingly, they do not include all of the information and notes required by generally accepted accounting principles in the United States of America for complete financial statements.  In the opinion of management, all adjustments and reclassifications considered necessary for a fair and comparable presentation have been included and are of a normal recurring nature.  Operating results for the three and six month period ended June 30, 2004 are not necessarily indicative of the results that may be expected for the year ending December 31, 2004.  The accompanying financial statements should be read in conjunction with the Companys most recent audited financial statements.



BUSINESS DESCRIPTION



The Company began operating an 18-hole putting course in July 2003 and a pro shop in September 2003.  All operations ceased on October 31, 2003.  The Company currently believes its best use is to sell the shell to a Company desiring to become public.















BASIC AND DILUTED LOSS PER SHARE



Basic loss per share amounts are computed by dividing net loss by the weighted-average number of common shares outstanding during each period.  Diluted loss per share amounts are computed assuming the issuance of common stock for potentially dilutive common stock equivalents.  Options outstanding of 1,500,000 and 3,000,000 as of June 30, 2004 and 2003, respectively, were not included in the computations of diluted loss per share as their effect would be anti-dilutive.





STOCK OPTION PLAN



The Company accounts for stock options issued to directors, officers and employees under Accounting Principles Board Opinion No. 25 and related interpretations (APB 25).  Under APB 25, compensation expense is recognized if an options exercise price on the measurement date is below the fair value of the Companys common stock.  The Company accounts for options and warrants issued to non-employees at their fair value in accordance with SFAS No. 123, Accounting for Stock-Based Compensation (SFAS 123).



No compensation cost has been recognized in the accompanying financial statements for stock granted to employees.  Had the Company determined compensation cost based on the fair value at the grant date for its stock options under SFAS No. 123, the Companys net loss applicable to common shareholders would have been increased to the pro forma amounts indicated below for the three and six months ended June 30, 2004 and 2003.



|                                                 | Three Months Ended June 30, |  | Six Months Ended June 30,
|------------------------------------------------ | --------------------------- |  | -------------------------
|                                                 | 2004                        |  | 2003                     
|Net loss, as reported                            | $           (9,768)         |  | $        (280,625)       
|                                                 |                             |  |                          
|Deduct:  Total stock-based employee compensation |                             |  |                          
|expense determined under fair value based        |                             |  |                          
|method for all awards                            | -                           |  | -                        
|                                                 |                             |  |                          
|Pro forma net loss                               | $           (9,768)         |  | $        (280,625)       
|                                                 |                             |  |                          
|Loss per share, basic and diluted:               |                             |  |                          
|As reported                                      | $                 -         |  | $             (0.01)     
|                                                 |                             |  |                          
|Pro forma                                        | $                 -         |  | $             (0.01)     
|                                                 |                             |  |                          



Note 2.  Business Condition



As shown in the accompanying financial statements, the Company operated at a net loss of $9,768 and $20,426 during the three and six months ended June 30, 2004 and a net loss of $4,459,167 for the period from January 2, 2002 (date of reorganization) through June 30, 2004.  The Company ceased operations on October 31, 2003.  As of June 30, 2004, the balance of the Promissory Note with VCA-NV was $2,517,463.  The financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or amounts and classification of liabilities that might be necessary should the Company be unable to continue in existence.  Management of the company is presently seeking to sell the public shell of the Company in the coming year.  There are no assurances that the Company will be successful in these efforts.



Note 3.  Note Payable to Related Party



On June 30, 2003, the Company entered into a Promissory Note and Agreement with VCA-NV to provide up to $2.5 million in working capital.  The note accrued interest at ten percent per annum with interest only payments due monthly commencing August 15, 2003 and monthly principal payments of $10,000 commencing January 15, 2004.  The note was convertible into common stock at twenty cents ($0.20) per share.  The note had a Pledge Agreement securing all of the Companys assets.  The Company ceased operations on October 31, 2003.  The Company defaulted on the note and VCA-NV enforced the Pledge Agreement.  Through October 2003, the Company was advanced $2,880,781.  VCA-NV assumed all of the Companys assets in partial repayment of the note.  In addition, the Company transferred assets underlying equipment leases to ILX and ILX assumed payments of those leases.  On the date of transfer, the difference between the carrying value of the assets transferred and the assumption of the leases, reduced the balance of the note payable.   The Company has not accrued interest on the note since December 31, 2003 due to its inability to pay the interest.



Note 4.  Contingencies



In October 2003, the Company received a complaint filed by a Las Vegas LLC demanding payment for GOLV liabilities of $90,000 plus interest. The Company responded to the claim in November 2003. The case is still in the discovery phase and no amount has been accrued for the claim. The Company intends to vigorously defend itself in the lawsuit; however, an outcome favorable to the Company is not determinable at this time.







Item 2.  Plan of Operation



The following discussion of the Companys financial condition and results of operations includes certain forward-looking statements.  When used in this Form 10-QSB, the words estimate, projection, intend, anticipates and similar terms are intended to identify forward-looking statements that relate to the Companys future performance.  Such statements are subject to substantial uncertainty.  Readers are cautioned not to place undue reliance on the forward-looking statements set forth below.  The Company undertakes no obligation to publicly update or revise any of the forward-looking statements contained herein.



On November 21, 2001, shareholders approved a plan to execute a tax-free reorganization of the Company that would be accounted for as a reverse acquisition.  On January 2, 2002 the Company entered into a General Bill of Sale, Assignment and Assumption Agreement with ILX whereby ILX assumed all of the assets and liabilities of the Company, leaving a shell company available for the reorganization discussed above.



In August 2002, the Company entered into an Asset Purchase Agreement with The Greens of Las Vegas, Inc. (GOLV) whereby the Company acquired all of the assets of GOLV and in return issued 8,000,000 shares of common stock.  The assets purchased include all plans, designs, concepts and any and all proprietary rights to be utilized in the GOLV business plan.  The Asset Purchase Agreement was executed as part of a Memorandum of Understanding that provided for ILX to purchase 8,000,000 million shares of the Company at $0.125 per share.  In addition, an officer of the Company was issued a stock option from ILX to purchase 1,000,000 shares of the Company at $0.125 per share, with the exercise price to increase 10% per year.  The option was terminated in 2003.



In conjunction with the GOLV asset acquisition, the Company entered into a sublease agreement with VCA-NV, a subsidiary of ILX, for approximately 23 acres of a 44-acre parcel of land.  The Company planned to develop the property, located one mile from the Southern part of the Las Vegas Strip.  The facility included a sports themed restaurant and bar, one 18-hole putting course and a pro shop.  The Company ultimately planned to develop approximately six 18-hole natural grass-putting courses.  Four of the putting courses would use 24 full-sized championship putting greens, each inspired by famous greens known around the world.  On July 1, 2003 the Company entered into a sub-sublease agreement with Premiere Development Incorporated (PDI), an Arizona corporation and subsidiary of ILX, for 8,000 square feet of the existing building in Las Vegas, Nevada, which housed the sports themed restaurant and bar.  Under the sub-sublease, PDI operated the restaurant/bar and would remit a portion of the net operating cash flow to the Company as rent.



The Company began operating the one-18-hole putting course in July and the pro shop in September.  The sports-themed restaurant and bar, the 18-hole putting course and the pro shop all discontinued operations on October 31, 2003.  There was no positive net operating cash flow for the restaurant/bar in July through its closing in October 2003, therefore, the Company received no rental revenue under the sub-sublease.  In addition, the sublease agreement with VCA-NV was terminated due to non-payment of rent.



The Company met with several parties interested in the GWWI concept and plans during the fourth quarter.  Ultimately, the parties decided not to move forward.  The Company recorded a complete impairment of its Construction In Progress asset at December 31, 2003.



In November 2003, all assets underlying the two capital leases were transferred to ILX and ILX assumed payment of those leases.  VCA-NV enforced its Pledge Agreement and assumed all other assets of the Company in partial satisfaction of amounts owed under the Promissory Note.  The Company will attempt to sell the public shell of the Company during this year.











Item 3.  Controls and Procedures



(a) Evaluation of disclosure controls and procedures. Based on their evaluation of the Company's disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934 (the "Exchange Act")), the Company's principal executive officer and principal financial officer have concluded that as of the end of the period covered by this Quarterly Report of Form 10-Q such disclosure controls and procedures are effective to ensure that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms.



(b) Changes in internal control over financial reporting.  During the quarter under report, there was no change in the Company's internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting.







Part II



Item 1.

Legal Proceedings



In October 2003, the Company received a complaint filed by a Las Vegas LLC demanding payment for GOLV liabilities of $90,000 plus interest.  The Company responded to the claim in November 2003.   The case is still in the discovery phase and no amount has been accrued for the claim.  The Company intends to vigorously defend itself in the lawsuit; however, an outcome favorable to the Company is not determinable at this time.





Item 2.

Changes in Securities and Use of Proceeds



None



Item 3.

Defaults Upon Senior Securities



None



Item 4.

Submission of Matters to a Vote of Security Holders



None



Item 5.

Other Information



None



Item 6.

Exhibits and Reports on Form 8-K



Exhibit 31 - CERTIFICATION PURSUANT TO 18 U.S.C. § 1350, AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002.



Exhibit 32 - CERTIFICATION PURSUANT TO 18 U.S.C. § 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002.



SIGNATURES





Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused its quarterly report on Form 10-QSB to be signed on its behalf by the undersigned thereunto duly authorized.







GREENS WORLDWIDE INCORPORATED

(Registrant)





/s/ Connie S. Ross



Connie S. Ross

Chairman





/s/ Margaret M. Eardley



Margaret M. Eardley

Acting Chief Financial Officer



Date:  As of August 11, 2004