UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported) ~~December~~March 1215, ~~2005~~2006

~~GREENS~~Greens ~~WORLDWIDE~~Worldwide ~~INCORPORATED~~Incorporated

(Exact name of registrant as specified in its charter)


Arizona	000-25025	86-0718104
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

346 Woodland Church Road, Hertford, North Carolina 27944 (Address of Principal Executive Offices)

(Address of Principal Executive Offices)


Registrant’s telephone number, including area code		252-264-2064

~~Item 4.01~~____________________________________________________________________________

~~Changes~~Item in1.01 ~~Registrant’s~~Entry ~~Certifying~~into ~~Accountant~~Material Definitive Agreement

~~(a)~~ On ~~December~~March 1213, ~~2005~~2006, ~~the~~Greens ~~Board~~Worldwide ofIncorporated ~~Directors~~(“GRWW”) ofentered ~~Greens~~into ~~Worldwide~~an ~~Incorporated~~Agreement for the Exchange of Common Stock (“~~Registrant’~~Agreement”) ~~dismissed~~with ~~Epstein,~~New ~~Weber~~England &Pro ~~Conover~~Golf, ~~PLC~~Inc., d/b/a Cleveland Golf Tour (“~~Epstein~~CGT”), ~~who~~a ~~was~~company engaged onin ~~November~~the ~~10,~~management ~~2005,~~and ~~with~~production of golf events in the ~~subsequent~~Northeast ~~dismissal~~area onof ~~November~~the ~~11,~~United ~~2005~~States. Under the terms of the agreement, GRWW will purchase 100% of ~~Hansen~~the common stock of CGT for restricted common stock of GRWW be issued to the shareholders of CGT valued at $1,450,000 ~~Barnett~~with &$250,000 ~~Maxwell~~stock ~~(“HBM”)~~value asheld by the ~~Registrant’s~~Transfer ~~independent~~Agent ~~registered~~until ~~public~~CGT ~~accounting~~completes ~~firm~~an audit. The ~~Therefore~~Closing Date is set for March 24, ~~Epstein~~2006, ~~performed~~as nofollows ~~audit~~and orshown ~~audit-related~~in ~~services~~Exhibit 10.1, Agreement for the ~~Company~~Exchange of Common Stock.

~~(b)~~Shareholders ~~As was set forth in the Company's Current Report on Form 8-K dated November 11, 2005, HBM’s reports on the Registrant’s financial statements as~~ of ~~and~~CGT ~~for~~shall ~~the~~also ~~years ended December 31~~receive, ~~2004~~at ~~and 2003 and for the period January 2~~closing, ~~2002~~warrants ~~through~~to ~~December~~purchase ~~31,~~up ~~2004~~to ~~did~~one ~~not~~million ~~contain~~shares anof ~~adverse~~GRWW ~~opinion~~common orstock ~~disclaimer~~at ofvarious ~~opinion,~~exercise ~~nor~~prices ~~were~~ranging ~~such~~from ~~reports~~one ~~qualified~~($1) ordollar ~~modified as~~ to ~~uncertainty,~~four ~~audit~~($4) ~~scope,~~dollars orper ~~accounting~~share ~~principles;~~with ~~however~~expiration ~~each~~dates ~~year-end report for years ended December 31, 2004~~ and ~~2003~~specific ~~contained~~prices abeing ~~modification~~as ~~paragraph~~indicated ~~that~~in ~~expressed~~the ~~substantial~~above-referenced ~~doubt~~Agreement ~~about~~in the ~~Registrant’s~~third ~~ability~~paragraph to ~~continue~~Section as1 aentitled ~~going concern.~~“Terms”

~~(c)~~The ~~During~~foregoing ~~the~~highlights ~~period~~and ~~from~~summarizes ~~November~~certain ~~10,~~pertinent ~~2005,~~terms ~~the~~and ~~date~~conditions ~~the~~contained Registrant engaged Epstein, through December 12, 2005, there were no disagreements with Epstein on any matters of accounting principles or practices, financial statement disclosure, or auditing scope or procedures, which disagreements, if not resolved to the satisfaction of Epstein, would have caused it to make reference to the subject matter of the disagreements in ~~connection with its reports. None of~~ the ~~reportable events set forth in Item 304(a)(1)(iv)(B) of Regulation S~~above-Breferenced ~~occurred~~Agreement ~~within~~filed ~~the~~as ~~Registrant’s~~an ~~period~~exhibit ~~nor~~hereto through December 12, 2005. As was also set forth in the Company's Current Report on Form 8-K dated November 11, 2005, during the period from January 2, 2002, the date the Registrant engaged HBM, through November 10, 2005, there were no disagreements with HBM on any matters of accounting principles or practices, financial statement disclosure, or auditing scope or procedures, which ~~disagreements, if not resolved to the satisfaction of HBM, would have caused it to make~~ reference tois ~~the~~made ~~subject~~for ~~matter of~~ the ~~disagreements~~complete interms ~~connection~~and ~~with~~conditions ~~its reports. None~~ of ~~the~~such ~~reportable events set forth in Item 304(a)(1)(iv)(B) of Regulation S-B occurred within the Registrant’s period nor through November 10, 2005~~Agreement.

2EXHIBITS

(d) The Registrant has engaged Most & Company, LLP (“Mostco”) (as of December 12, 2005) to serve as its independent public accounting firm. During the two years ended December 31, 2004 and through the date hereof, neither the Registrant nor anyone on its behalf consulted Mostco regarding either the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Registrant’s financial statements, nor has Mostco provided to the Registrant a written report or oral advice regarding such principles or audit opinion.


Exhibit Number	Description
10.1	Agreement for the Exchange of Common Stock

(e) The Registrant has requested that Epstein furnish it with a letter addressed to the Securities and Exchange Commission stating whether or not it agrees with the above statements. Such request was made on December 11, 2005. No written response has been received. If and when a response is received, such response will be filed as Exhibit 16.1 to an amended Form 8-K.2

~~Item 9.01~~____________________________________________________________________________

~~Financial Statements and Exhibits~~SIGNATURES

~~(c)~~Pursuant ~~Exhibits:~~to ~~None~~the requirements of the Securities Exchange Act of 1934 the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

3Dated: March 15, 2006

~~SIGNATURES~~Greens Worldwide Incorporated

~~Pursuant to the requirements of the Securities Exchange Act of 1934 the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.~~/s/

~~Dated:~~R. ~~December~~Thomas ~~15, 2005~~Kidd

~~Greens~~By: ~~Worldwide Incorporated~~______________________________________

~~/s/~~ R. Thomas Kidd, President & CEO

~~By: ________________________________~~3

~~R. Thomas Kidd,~~ ____________________________________________________________________________

President & CEO

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