UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


WASHINGTON,
D. C. 20549




FORM
10-KSB






x
            ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
      THE SECURITIES EXCHANGE ACT OF
      1934: FOR THE FISCAL YEAR ENDED APRIL 30,
  2008




OR




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




Commission
file number: 000-52687




GREEN
IRONS HOLDINGS CORP.


(Exact
name of registrant as specified in its charter)




NEVADA
            
            98-0489669State
      or other jurisdiction of incorporation or organization
            
            (IRS
      Employer Identification No.)




PO BOX
561, HARBOUR GATES


PROVIDENCIALES,
TURKS AND CAICOS ISLANDS


(Address
of principal executive offices, including zip code.)




(649)
342-1526


(Registrant's
telephone number, including area code)




Securities
registered pursuant to Section 12(b) of the Act:  NONE




Securities
registered pursuant to Section 12(g) of the Act: COMMON STOCK, $0.001 PAR
VALUE




Check if
the registrant is a well-known seasoned issuer, as defined in Rule 405 of the
Securities Act.


YES o   NO
x




Check if
the registrant is not required to file reports pursuant to Section 13 or Section
15(d) of the Act.


YES o   NO
x




Check
whether the registrant is a shell company (as defined in Rule 12b-2 of the
Act).


YES x   NO
o




Check whether the Issuer (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




Check if no disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein and will not be contained, to
the best of Registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-KSB or any
amendment to this Form 10-KSB. o




State the
aggregate market value of the voting and non-voting common equity held by
non-affiliates computed by reference to the price at which the common equity was
sold, or the average bid and asked price of such common equity, as of July 28,
2008: $-0-.




State the
number of shares outstanding of each of the issuer's classes of common equity,
as of July 28, 2008: 5,888,950 shares of common stock.






1







TABLE OF
CONTENTS




PAGEPART
      IItem
      1.
            
            Business
            
            3Item
      2.
            
            Description
      of Property
            
            7Item
      3.
            
            Legal
      Proceedings
            
            7Item
      4.
            
            Submission
      of Matters to a Vote of Security Holders
            
            7PART
      IIItem
      5.
            
            Market
      for Common Stock and Related Stockholder Matters
            
            8Item
      6.
            
            Plan
      of Operations
            
            8PART
      IIIItem
      7.
            
            Financial
      Statements
            
            10Item
      8.
            
            Changes
      in and Disagreements with Accountants on Accounting and Financial
      Disclosure
            
            20Item
      8A.
            
            Controls
      and Procedures
            
            20Item
      8B.
            
            Other
      Information
            
            21Item
      9.
            
            Directors,
      Executive Officers, Promoters and Control Persons
            
            21Item
      10.
            
            Executive
      Compensation
            
            22Item
      11.
            
            Security
      Ownership of Certain Beneficial Owners and Management
            
            22Item
      12.
            
            Certain
      Transactions and Related Transactions
            
            22PART
      IVItem
      13.
            
            Exhibits
            
            23Item
      14.
            
            Principal
      Accounting Fees and Services
            
            23




2




PART
I




ITEM
1.  BUSINESS




GENERAL




We were
incorporated in the State of Nevada on March 29, 2006. We have not started
operations. We expect to develop a website (www.greenirons.com) that will
promote our business. We intend to engage in the business of providing golf
lessons and excursions to individuals, companies, and tourists in Vancouver,
British Columbia, and Providenciales, Turks & Caicos Islands. We have not
generated any revenues to date  We maintain our statutory registered
agent's office at 8275 South Eastern Avenue, Suite 200-47, Las Vegas, Nevada,
89123. Our administrative office is located at PO Box 561, Harbour Gates,
Providenciales, Turks & Caicos Islands. Our telephone number is (649)
342-1526. This is the home office of our Director, Sandy McDougall. We do not
pay any rent to Mr. McDougall and there is no agreement to pay any rent in the
future.




We have
no plans to change our planned business activities or to combine with another
business, except as provided below.  We have not yet begun any
significant operations. Our plan of operation is forward looking and there is no
assurance that we will ever begin significant operations unless we are able to
raise significant capital. We have not conducted any market research into the
likelihood of success of our operations or the acceptance of our products or
services by the public.




To date,
we have experienced significant difficulties in generating revenues and raising
additional capital.  We believe our inability to raise significant
additional capital through debt or equity financings is due to various factors,
including, but not limited to, a tightening in the equity and credit markets. We
had hoped to commence and expand our operations during the last six months.
However, our ability to commence and expand operations has been negatively
affected by our inability to raise significant capital and our inability to
generate significant revenues. As a result of those difficulties, we intend to
explore acquiring smaller companies with complementary businesses. Accordingly,
over the next six months, we intend to research potential opportunities for us
to acquire smaller companies with complementary businesses to our
business and other companies that may be interested in being acquired by us
or entering into a joint venture agreement with us. As of the date of this
report, we have not identified any potential acquisition or joint venture
candidates. We cannot guaranty that we will acquire or enter into any joint
venture with any third party, or that in the event that we acquire another
entity, this acquisition will increase the value of our common stock. We hope to
use our common stock as payment for any potential acquisitions.






OUR
STRATEGY




We intend
to establish a business that provides golf lessons and excursions to
individuals, companies, and tourists in Vancouver, British Columbia, and
Providenciales, Turks & Caicos Islands. "Excursions" refers to a customer
playing one or more holes of golf with an instructor.




The
precise focus of golf lessons will be determined by the customer. For example,
the customer may prefer to learn how to be a better driver or putter. Individual
golf lessons will be offered for 30 minutes, 60 minutes, and 90 minutes with the
cost being $50 per 30 minutes plus any green fees or club fees that may apply.
Group lessons, up to a maximum of 5 individuals, will also be offered at a cost
of $40 per individual for 30 minutes plus any green fees or club fees that may
apply. In Vancouver, British Columbia, lessons would take place at certain golf
courses to be determined by us. There is currently only one golf course in
Providenciales, Turks & Caicos Islands. In addition to individual and/or
group lessons, customers would be offered the opportunity to play up to 18 holes
with the golf instructor. During this time, the instructor would teach golfing
skills. The cost would be $500 plus green fees for each round of 18 holes
played. To further promote our business, customers in Vancouver, British
Columbia, would be given promotional literature on our services offered in
Providenciales, Turks & Caicos Islands, and customers in Providenciales,
Turks & Caicos Islands, would be given promotional literature on our
services offered in Vancouver, British Columbia.




In
addition, we intend that our business will include creating, developing and
selling, golf instructional videos to our customers and other interested
parties. These videos would be developed as a series with each specific video
focusing on issues such as swing technique, driving, putting, reading greens,
and other issues related to the game of golf. The videos would be promoted on
our website and in our promotional literature and advertising. As of the date of
this prospectus, we have not determined the exact cost of each video. However,
we expect that a video would retail for approximately $20 although the exact
retail sale price will not be determined until development and manufacturing,
and marketing costs are determined.




As of the
date of this report, we do not have any customers nor have we commenced with
provision of any services or development of any golf instructional
videos.




3




TARGET
MARKET




Our
target market will include local golfers in Vancouver, British Columbia, and
Providenciales, Turks & Caicos Islands. As well, we will target tourists in
these two cities, private and public companies, accounting firms, legal firms,
banks, and brokerage firms.




REGULATORY
REQUIREMENTS




We do not
need to pursue nor satisfy any special licensing or regulatory requirements
before establishing or delivering our intended services other than requisite
business licenses. If new government regulations, laws, or licensing
requirements are passed, in any jurisdiction that would cause us to restrict or
eliminate delivery of any of our intended services, then our business would
suffer. For example, if we were required to obtain a government issued license
for the purpose of providing golf services, then we could not guarantee that we
would qualify for such license. If such a licensing requirement existed, and we
were not able to qualify, then our business would suffer. Presently, to the best
of our knowledge, no such regulations, laws, or licensing requirements exist or
are likely to be implemented in the near future in countries with a democratic
political system, that would reasonably be expected to have a material impact on
our sales, revenues, or income from our business operations.




MARKETING




The
company's business will be primarily dependent on local golfers and tourists. As
a result, the company intends to establish strategic relationships with local
golf courses whereby its services may be advertised, and with certain
organizations that cater to the tourism industry such as tourist associations,
hotels, cruise ships, and executive corporate planners. The company expects to
publish marketing literature that will be freely distributed to, and by, these
organizations. A negotiated commission will be paid to these providers for any
business generated. We expect to place advertisements in industry trade
publications for the purpose of furthering awareness of our Company and services
offered. All of our printed promotional material will make mention of our
website. Our website will describe our company and promote our services and any
instructional videos. We intend to obtain preferential internet listings by
utilizing search engines that accept payment for a preferred listing. We will
consider providing links on our website to other golf/travel/tourism related
websites. In exchange, the other golf/travel/ tourism related websites would
link to our website. We may pay for advertisements of our services on other
golf/travel/tourism related websites that have a strong record of substantial
traffic. We will also consider accepting advertisements from other
golf/travel/tourism related companies. Additional marketing activities will
include direct mail and email, participation at industry events, and
establishing and maintaining industry analyst relations.




REVENUE




We intend
to establish two revenue streams in the operation of our proposed
business:




1.
Providing golf lessons and excursions to individuals, companies, and tourists in
Vancouver, British Columbia, and Providenciales, Turks & Caicos Islands.
"Excursions" refers to a customer playing one or more holes of golf with an
instructor. The cost of lessons and excursions is $50 per 30 minutes, plus any
green fees or club fees that may apply, for individuals and $40 per individual
for 30 minutes for group lessons up to a maximum of 5 individuals. Customers may
play one 18-hole round of golf with the instructor for $500 plus green
fees.




2.
Creating, developing, and selling, golf instructional videos to our customers
and other interested parties. Videos would be sold for a fixed fee of
approximately $20.




COMPETITION




We expect
to face significant competition in the golf instruction industry. This would
include traditional instruction from golf professionals, golf academies and
companies that sell instructional videos designed to assist golfers with their
technique. Many of these competitors have greater financial, marketing and other
resources, longer operating histories, stronger name recognition, and more
experience in the golf instruction industry. We may not be able to compete
successfully against such competitors in selling our services. Competitive
pressures may also force down prices for our services and such price reductions
would likely reduce our revenues. We cannot guarantee that we will succeed in
marketing our services or generating revenues. In the event that we commence
operations, we will compete directly with other companies that have developed
similar business operations and who market and provide their services to our
target customers. This competition could negatively affect our ability to secure
and maintain customers. An inability to secure and/or maintain customers would
negatively affect our ability to generate revenue. To compete successfully, we
intend to rely upon Mr. McDougall for his business acumen to effectively manage
company operations.




4




EMPLOYEES




Mr. Sandy
McDougall, our sole director/officer will be devoting approximately 10 hours per
week of his time to our operations. As required by the extent of the Company's
operations, Mr. McDougall has agreed to devote additional time. Because Mr.
McDougall will be devoting limited time to our operations, our operations may be
sporadic and occur at times which are convenient to Mr. McDougall. As a result,
operations may be periodically interrupted or suspended which could result in a
lack of revenues and a cessation of operations.




INSURANCE




We do not
maintain any insurance and do not intend to maintain insurance in the future.
Because we do not have any insurance, if we are made a party to a liability
action, we may not have sufficient funds to defend the litigation. If that
occurs a judgment could be rendered against us that could cause us to cease
operations.




EMPLOYEES;
IDENTIFICATION OF CERTAIN SIGNIFICANT EMPLOYEES




We are a
development stage company and currently have no employees, other than our sole
officer/director. We intend to hire additional employees on an as needed
basis.




OFFICES




Our
administrative offices are currently located at PO Box 561, Harbour Gates,
Providenciales, Turks and Caicos Islands. Our telephone number is (649)
342-1526. This is the home office of our Director, Sandy McDougall. We do not
pay any rent to Mr. McDougall and there is no agreement to pay any rent in the
future. As required by the development of Company operations, we expect to
establish an office elsewhere in the future. As of the date of this report, we
have not sought or selected a new office site.




GOVERNMENT
REGULATION




We are
not currently subject to direct federal, state or local regulation other than
regulations applicable to businesses generally or directly applicable to
electronic commerce. However, the Internet is increasingly popular. As a result,
it is possible that a number of laws and regulations may be adopted with respect
to the Internet. These laws may cover issues such as user privacy, freedom of
expression, pricing, content and quality of products and services, taxation,
advertising, intellectual property rights and information security. Furthermore,
the growth of electronic commerce may prompt calls for more stringent consumer
protection laws. Several states have proposed legislation to limit the uses of
personal user information gathered online or require online services to
establish privacy policies. The Federal Trade Commission has also initiated
action against at least one online service regarding the manner in which
personal information is collected from users and provided to third parties. We
will not provide personal information regarding our users to third parties.
However, the adoption of such consumer protection laws could create uncertainty
in Web usage and reduce the demand for our products and/or
services.




We are
not certain how business may be affected by the application of existing laws
governing issues such as property ownership, copyrights, encryption and other
intellectual property issues, taxation, libel, obscenity and export or import
matters. The vast majority of such laws were adopted prior to the advent of the
Internet. As a result, they do not contemplate or address the issues of the
Internet and related technologies. Changes in laws intended to address such
issues could create uncertainty in the Internet market place. Such uncertainty
could reduce demand for services or increase the cost of doing business as a
result of litigation costs or increased service delivery costs. In addition,
because our advisory services are available over the Internet in multiple states
and foreign countries, other jurisdictions may claim that we are required to
qualify to do business in each such state or foreign country. We are qualified
to do business only in Nevada. Our failure to qualify in a jurisdiction where it
is required to do so could subject it to taxes and penalties. It could also
hamper our ability to enforce contracts in such jurisdictions. The application
of laws or regulations from jurisdictions whose laws currently apply to our
business could have a material adverse affect on our business, results of
operations and financial condition.




Other
than the foregoing, no governmental approval is needed for the sale of our
services and products.




RISKS
ASSOCIATED WITH GREEN IRONS HOLDINGS CORP.




1. WE
HAVE NO OPERATING HISTORY. WE EXPECT TO INCUR LOSSES FOR THE FORESEEABLE FUTURE.
WE WILL GO OUT OF BUSINESS IF WE FAIL TO GENERATE SUFFICIENT
REVENUE.




We do not
have any operating history. We were founded on March 29, 2006, and from the date
of inception to April 30, 2008, we had a net loss of $111,793. We expect to
incur additional losses for the foreseeable future and will go out of business
if we fail to generate sufficient revenue. Additional losses will result from
costs and expenses related to:




·
            Implementing
      our business model;


·
            Leasing/purchasing
      equipment;


·
            Developing
      and marketing our services;


·
            Developing
      and maintaining our website; and


·
            Securing
      and retaining customers.




2. IF
SUFFICIENT FUNDS ARE NOT AVAILABLE, THEN WE MAY NOT BE ABLE TO DEVELOP A
CUSTOMER BASE, FUND OUR OPERATIONS, AND/OR RESPOND TO COMPETITIVE
PRESSURES.




Our
business may fail if we do not have sufficient funds to enable us to do one or
more of the following: develop a customer base; fund our administrative and
corporate expenses; or respond to competitive pressures such as a competitor
business persuading potential customers to use their services. Our inability to
effectively respond to competitors would represent a loss of potential
revenue.




Currently,
we do not have any commitments for additional financing. If additional financing
were required, we cannot be certain that it would be available when and to the
extent needed. As well, even if financing were available, we cannot be certain
that it would be available on acceptable terms.




5




3. THE
GOLF SERVICES INDUSTRY IS HIGHLY COMPETITIVE. IF WE CANNOT DEVELOP AND MARKET A
DESIRABLE OFFERING OF GOLF SERVICES THAT THE PUBLIC IS WILLING TO PURCHASE, THEN
WE WILL NOT BE ABLE TO COMPETE SUCCESSFULLY, OUR BUSINESS WILL BE NEGATIVELY
AFFECTED, AND WE MAY NOT BE ABLE TO GENERATE ANY REVENUES.




The golf
services industry is intensely competitive and fragmented. It includes golf
courses, companies, and individuals offering golf services and products. We will
compete against many large well established golf courses, companies, and/or
individuals with greater name recognition, a more comprehensive offering of
products and services, and substantially more resources than ours, including
financial and marketing. In addition to large, well established competitors,
there are numerous smaller golf courses, companies, and/or individuals marketing
golf services. Our competitors include all golf courses, companies, and/or
individuals in British Columbia, and specifically in the Greater Vancouver
region as well as the sole golf course, companies, and/or individuals in
Providenciales, Turks & Caicos Islands. There can be no assurance that we
can compete successfully in these markets. If we cannot successfully compete in
this highly competitive industry, then we may not be able to generate revenues
or become profitable. As a result, you may never be able to liquidate or sell
any shares you purchase in this offering and, in this event, you would lose your
entire investment.




4. WE DO
NOT HAVE ANY CUSTOMERS.




We are in
the development stage of our business and do not have any customers. Mr.
McDougall is a member of the Providenciales Chamber of Commerce and is a
director of the Turks & Caicos Islands Hotel and Tourism Association. Our
marketing plan will rely upon Mr. McDougall's business connections to attract
customers. However, there is no assurance or guarantee that our marketing plan
will be successful. Currently, efforts to attract potential customers to the
company have been limited to Mr. McDougall discussing the company's plans with
personal contacts. As of the date of this report, we have not implemented any
other aspects of our marketing plan. If the company does not attract any
customers, then we will not generate any revenue. If we do not generate any
revenue, then our business will fail and you will lose your
investment.




5. THERE
ARE NO SUBSTANTIAL BARRIERS TO ENTRY INTO THE GOLF SERVICES INDUSTRY AND BECAUSE
WE DO NOT CURRENTLY HAVE ANY PATENT OR TRADEMARK PROTECTION FOR OUR PROPOSED
GOLF SERVICES, THERE IS NO GUARANTEE THAT SOMEONE ELSE WILL NOT DUPLICATE OUR
IDEAS AND BRING THEM TO MARKET BEFORE WE DO, WHICH COULD SEVERELY LIMIT OUR
PROPOSED SALES AND REVENUES.




We
believe that our golf services and instructional videos will be marketable,
however, we currently have no patents or trademarks for our golf services or a
brand name. As our business operations become established, we may seek such
protection, however, we currently have no plans to do so. Since we have no
patent or trademark rights, unauthorized persons may attempt to copy aspects of
our business, including website design or functionality, golf services
information or marketing materials. Any encroachment upon our corporate
information, including the unauthorized use of our brand name, the use of a
similar name by a competing company or a lawsuit initiated against us for
infringement upon another company's proprietary information or improper use of
their trademark, may affect our ability to create brand name recognition, cause
customer confusion and/or have a detrimental effect on our business. Litigation
or proceedings before the U.S. or International Patent and Trademark Offices may
be necessary in the future to enforce our intellectual property rights, to
protect our trade secrets and domain name and/or to determine the validity and
scope of the proprietary rights of others. Any such infringement, litigation or
adverse proceeding could result in substantial costs and diversion of resources
and could seriously harm our business operations and/or results of
operations.




6.
WEATHER CONDITIONS DO NEGATIVELY AFFECT THE GOLF SERVICES INDUSTRY AND COULD
REDUCE AVAILABILITY OF OUR SERVICES AND LIMIT OUR PROPOSED SALES AND
REVENUE.




Weather
conditions such as rain, fog, frost, wind, and snow may affect the time
available for the use of our services. Our competitors can be affected
differently by weather conditions depending on the location of their operations.
If our available days on the golf course are reduced, we may not be able to
offer services to a sufficient number of customers that will allow us to be
profitable. This would negatively affect our operating results.




7. WE
CANNOT PREDICT WHEN OR IF WE WILL GENERATE REVENUES, WHICH COULD RESULT IN A
TOTAL LOSS OF YOUR INVESTMENT IF WE ARE UNSUCCESSFUL IN OUR BUSINESS
PLANS.




We have
not yet attracted any customers nor manufactured or sold any golf instructional
videos. We have not yet generated any revenues from operations. There can be no
assurance that we will generate revenues or that revenues will be sufficient to
maintain our business.




8. OUR
SECRETARY, TREASURER, AND DIRECTOR, MR. MCDOUGALL, CURRENTLY OWNS 85% OF OUR
OUTSTANDING SHARES OF COMMON STOCK. SUCH CONCENTRATED CONTROL OF THE COMPANY MAY
ADVERSELY AFFECT THE PRICE OF OUR COMMON STOCK. AS WELL, OUR OFFICERS AND
DIRECTORS WILL BE ABLE TO ELECT ALL OF OUR DIRECTORS, CONTROL OUR OPERATIONS,
AND INHIBIT YOUR ABILITY TO CAUSE A CHANGE IN THE COURSE OF THE COMPANY'S
OPERATIONS.




Mr.
McDougall, our sole officer/director, beneficially owns 85% of our outstanding
common stock. Such concentrated control of the company may adversely affect the
price of our common stock. Note, however, that Mr. McDougall is not party to any
voting agreement with any other individual or entity. Consequently, Mr.
McDougall will be able to elect all of our directors, control our operations,
and inhibit your ability to cause a change in the course of the company's
operations. Our officers and directors may be able to exert significant
influence, or even control, over matters requiring approval by our security
holders, including the election of directors. Notably, shareholders will not
have sufficient votes to cause the removal of Mr. McDougall in his capacity as
officer or director. Such concentrated control may also make it difficult for
our shareholders to receive a premium for their shares of our common stock in
the event we merge with a third party or enter into a different transaction
which requires shareholder approval.




Our
articles of incorporation do not provide for cumulative voting. Cumulative
voting is a process that allows a shareholder to multiply the number of shares
owned by the number of directors to be elected. The resulting number equals the
total votes that a shareholder may cast for all of the directors. Those votes
may be allocated in any manner to the directors being elected. Where cumulative
voting is not allowed for, shareholders are not permitted to multiply the number
of shares owned by the number of directors to be elected. Thus, the number of
votes accorded to each shareholder is not increased. Consequently, minority
shareholders will not be in a position to elect a director. Rather, directors
will be elected on the basis of votes cast by the majority shareholders. And, as
explained above, the majority shareholder prior to, and following, the closing
date of the offering detailed in this prospectus will be Mr. McDougall who will
be the only individual in a position to elect directors. The minority
shareholders will not have any control of the company and may not even be able
to sell their shares if a market for such shares does not develop or is not
maintained.




6




9.
SERVICE OF PROCESS AGAINST THE COMPANY'S DIRECTOR/OFFICER MAY BE DIFFICULT. IF
LEGAL PROCESS CANNOT BE EFFECTED, THEN THE DIRECTOR/OFFICER CANNOT BE MADE A
PARTY TO A LAWSUIT.




We are
incorporated in the State of Nevada and maintain our registered office in Las
Vegas, Nevada. Our registered office is authorized to accept service of all
legal process upon the company. Currently, our administrative office is located
in Providenciales, Turks & Caicos Islands. This office is authorized to
accept service of all legal process upon the company. Mr. McDougall, our sole
director/officer is a resident of the Turks & Caicos Islands. Though
possible, it may be difficult for a resident of a country other than Turks &
Caicos Islands to serve Mr. McDougall with service of process or other
documentation. If service of process cannot be made as against Mr. McDougall,
then he cannot be made a party to a lawsuit. Similarly, though possible, it may
be difficult for a resident of a country other than the Turks & Caicos
Islands to obtain an attachment order with regard to those assets owned by the
company that are situated in the Turks & Caicos Islands. Even if an
attachment order, or any other type of court order is obtained, though it is
possible, it may be difficult to enforce any such order in the Turks &
Caicos Islands or, if possible, to enforce such order in the jurisdiction where
the plaintiff resides.




10. WE
HAVE NO EMPLOYEES AND ARE SIGNIFICANTLY DEPENDENT UPON OUR OFFICER TO DEVELOP
OUR BUSINESS. IF WE LOSE OUR OFFICER OR IF OUR OFFICER DOES NOT ADEQUATELY
DEVELOP OUR BUSINESS, THEN WE WILL GO OUT OF BUSINESS.




At the
outset, our success will depend entirely on the ability of Mr. McDougall. We do
not carry a "key person" life insurance policy on Mr. McDougall. The loss of Mr.
McDougall would devastate our business. However, Mr. McDougall does not have any
current plans to leave the company. Mr. McDougall is not an expert golfer and
does not have expertise in the area of website development or information
technology thus will rely upon the expertise of outside consultants for
assistance in these matters. We currently have no employees and do not have
employment agreements with Mr. McDougall. We rely almost exclusively upon Mr.
McDougall to meet our needs. Mr. McDougall is engaged in work outside the
company. This work limits the amount of time that he may devote to company
matters. Initially, it is anticipated that Mr. McDougall will devote
approximately 10 hours per week to the company, with additional time being
devoted to the company as required by business operations.  Mr.
McDougall will be primarily relied upon for marketing and his knowledge of
business and administration matters.




11.
BECAUSE THERE DOES NOT EXIST A LIQUID SECONDARY MARKET FOR OUR COMMON STOCK, YOU
MAY NOT BE ABLE TO SELL YOUR COMMON STOCK.




There is
not currently a liquid secondary trading market for our common stock. Therefore,
there is no central place, such as a stock exchange or electronic trading
system, to sell your common stock. If you do want to sell your common stock,
then you will be responsible for locating a buyer and finalizing terms of
sale.




12. THE
UNITED STATES SECURITIES AND EXCHANGE COMMISSION IMPOSES ADDITIONAL SALES
PRACTICE REQUIREMENTS ON BROKERS WHO DEAL IN SHARES THAT ARE PENNY
STOCKS.




The
United States Securities and Exchange Commission imposes additional sales
practice requirements on brokers who deal in shares of stock that are penny
stocks. As a result, some brokers may be unwilling to trade shares that are
penny stocks. This means that you may have difficulty reselling your common
stock and this may cause the price of the common stock to decline. Our common
stock would be classified as penny stocks and are covered by Section 15(G) of
the Securities Exchange Act of 1934 and the rules promulgated thereunder which
impose additional sales practice requirements on brokers/dealers who sell our
securities in this offering or in the aftermarket. For sales of our securities,
the broker/dealer must make a special suitability determination and receive from
you a written agreement prior to making a sale for you. Because of the
imposition of the foregoing additional sales practices, it is possible that
brokers will not want to make a market in our shares. This could prevent you
from selling your shares and may cause the price of the shares to
decline.




13. DUE
TO THE LACK OF A MARKET FOR OUR SHARES, OUR SHARE PRICE WILL BE MORE VOLATILE.
AS WELL, OUR STOCK IS HELD BY A SMALLER NUMBER OF INVESTORS THUS REDUCING THE
LIQUIDITY OF OUR STOCK AND THE LIKELIHOOD THAT ANY ACTIVE TRADING MARKET WILL
DEVELOP.




There
does not exist a market for our common stock and we cannot assure you that any
market will ever be developed or maintained. Currently, our stock is listed on
the Over-The-Counter-Bulletin-Board (OTCBB) under the trading symbol GIHO. As of
the date of this report, our stock has not traded on the OTCBB. We cannot
provide any assurance that our stock will ever trade on the OTCBB. The fact that
most of our stock is held by a small number of investors further reduces the
liquidity of our stock and the likelihood that any active trading market will
develop. The market for our common stock, if any, is likely to be volatile and
many factors may affect the market. These include, for example: our success, or
lack of success, in marketing our services; developing our client base;
competition; government regulations; and fluctuating operating
results.




14. SALES
OF COMMON STOCK BY MR. MCDOUGALL MAY CAUSE THE MARKET PRICE FOR THE COMMON STOCK
TO DECREASE.




A total
of 5,000,000 shares of common stock were issued to Mr. McDougall in
consideration for cash payment. Mr. McDougall is likely to sell a portion of his
common stock if the market price increases above $0.10. If he does sell his
common stock into the market, these sales may cause the market price of the
common stock to decrease. However, all of the shares of common stock issued to
Mr. McDougall are "restricted" securities as defined by Rule 144 of the
Securities Act. This means that the common stock is eligible for sale subject to
volume limitations, timing and manner of sale restrictions, and filing of notice
requirements.




ITEM 2.  DESCRIPTION OF PROPERTY




We do not own any interests in real estate. Our
administrative offices are currently located at PO Box 561, Harbour Gates,
Providenciales, Turks and Caicos Islands.This is the home office of
our Director, Sandy McDougall. We do not pay any rent to Mr. McDougall and there
is no agreement to pay any rent in the future.




ITEM
3.  LEGAL PROCEEDINGS




The
Company is not presently a party to any litigation.




ITEM
4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.




During
the fourth quarter of our fiscal year ending 2008, there were no matters
submitted to a vote of our shareholders.




7




PART
II




ITEM
5.  MARKET FOR COMMON STOCK AND RELATED STOCKHOLDER
MATTERS.




Our
common stock is listed on the Over-The-Counter-Bulletin-Board (OTCBB) but, as of
the date of this report, our stock has not traded on the OTCBB. There are no
outstanding options or warrants to purchase, or securities convertible into, our
common stock.




HOLDERS




There are
39 holders of record for our common stock. One of our record holders is Mr.
McDougall, our director, secretary, treasurer, who holds 5,000,000 restricted
shares or 85% of our issued common stock.




DIVIDEND
POLICY




We have
never paid cash dividends on our capital stock. We currently intend to retain
any profits we earn to finance the growth and development of our business. We do
not anticipate paying any cash dividends in the foreseeable future.




SECTION
15(g) OF THE SECURITIES EXCHANGE ACT OF 1934




Our
company's shares are covered by Section 15(g) of the Securities Exchange Act of
1934, as amended that imposes additional sales practice requirements on
broker/dealers who sell such securities to persons other than established
customers and accredited investors (generally institutions with assets in excess
of $5,000,000 or individuals with net worth in excess of $1,000,000 or annual
income exceeding $200,000 or $300,000 jointly with their spouses). For
transactions covered by the Rule, the broker/dealer must make a special
suitability determination for the purchase and have received the purchaser's
written agreement to the transaction prior to the sale. Consequently, the Rule
may affect the ability of broker/dealers to sell our securities and also may
affect your ability to sell your shares in the secondary market.




Section
15(g) also imposes additional sales practice requirements on broker/dealers who
sell penny securities. These rules require a one-page summary of certain
essential items. The items include the risk of investing in penny stocks in both
public offerings and secondary marketing; terms important to in understanding of
the function of the penny stock market, such as "bid" and "offer" quotes, a
dealers "spread" and broker/dealer compensation; the broker/dealer compensation,
the broker/dealers duties to its customers, including the disclosures required
by any other penny stock disclosure rules; the customers rights and remedies in
causes of fraud in penny stock transactions; and, the NASD's toll free telephone
number and the central number of the North American Administrators Association,
for information on the disciplinary history of broker/dealers and their
associated persons.




SECURITIES
AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS




We have
no equity compensation plans and accordingly we have no shares authorized for
issuance under an equity compensation plan.




ITEM
6.  PLAN OF OPERATIONS




This
section of this report includes a number of forward-looking statements that
reflect our current views with respect to future events and financial
performance. Forward-looking statements are often identified by words like:
believe, expect, estimate, anticipate, intend, project and similar expressions,
or words which, by their nature, refer to future events. You should not place
undue certainty on these forward-looking statements, which apply only as of the
date of this report. These forward-looking statements are subject to certain
risks and uncertainties that could cause actual results to differ materially
from historical results or our predictions.




We are a
development stage corporation and have not started operations or generated or
realized any revenues from our business operations.




We did
not raise the maximum amount of cash from our initial offering. As a result, we
will limit the amount of money devoted to developing our website; reduce our
marketing and advertising budget; decrease the amount allocated to purchasing
and/or leasing equipment and furniture; possibly eliminate plans to hire an
employee; and attend fewer industry conferences. Our only source for cash at
this time is investments by others in our company.




Mr.
McDougall is responsible for our managerial and organizational structure which
will include preparation of disclosure and accounting controls under the
Sarbanes Oxley Act of 2002. When theses controls are implemented, they will be
responsible for the administration of the controls. Should they not have
sufficient experience, they may be incapable of creating and implementing the
controls which may cause us to be subject to sanctions and fines by the SEC
which ultimately could cause you to lose your investment.




PLAN OF
OPERATION




To date,
we have experienced significant difficulties in generating revenues and raising
additional capital.  We believe our inability to raise significant
additional capital through debt or equity financings is due to various factors,
including, but not limited to, a tightening in the equity and credit markets. We
had hoped to commence and expand our operations during the last six months.
However, our ability to commence and expand operations has been negatively
affected by our inability to raise significant capital and our inability to
generate significant revenues. As a result of those difficulties, we intend to
explore acquiring smaller companies with complementary businesses. Accordingly,
over the next six months, we intend to research potential opportunities for us
to acquire smaller companies with complementary businesses to our business and
other companies that may be interested in being acquired by us or entering into
a joint venture agreement with us. As of the date of this report, we have not
identified any potential acquisition or joint venture candidates. We cannot
guaranty that we will acquire or enter into any joint venture with any third
party, or that in the event that we acquire another entity, this acquisition
will increase the value of our common stock. We hope to use our common stock as
payment for any potential acquisitions.




As of the
date of this report, our total assets are $44,813.  As a result, we
believe we can satisfy our cash requirements during the next 1 to 3 months. We
will not be conducting any product research or development. We do not expect to
purchase any significant equipment. Further we do not expect significant changes
in the number of employees. Our specific goal is to profitably sell our services
and products. We intend to accomplish the foregoing through the following
milestones:




1. As a
result of our limited assets, we expect that development of our website will be
delayed until such time that we are able to raise additional funds. If we are
able to raise such funds, then we would hire the services of a website
production company to undertake the work on our behalf. We expect that website
development, maintenance and upgrade will be an ongoing matter that will
continue during the life of our operations.




8




2. We
intend to finalize our marketing plans. We expect that our marketing literature
will focus on the benefits to be obtained from using our services. In order of
priority, our marketing efforts will be directed toward the following
activities: development and distribution of marketing literature; promotion of
our website including arranging for website listings; industry analyst
relations. We expect that any costs incurred that are directly attributed to
establishing and maintaining operations with industry analysts would be related
to travel and communication; advertising, which will include direct mail and
email promotion; and attendance and participation at industry
events.




As a
result of our limited assets, we expect that implementation of our marketing
plans will be delayed until such time that we are able to raise additional
funds. Inability to implement our marketing plan is likely to negatively affect
our ability to attract clientele and, consequently, our ability to generate
revenue would be negatively affected. We expect that marketing will be an
ongoing matter that will continue during the life of our
operations.




3. We
intend to acquire the equipment we need to begin operations. However, as a
result of our limited assets, we expect to delay acquisition of any equipment
until such time that we are able to raise additional funds. We do not intend to
hire employees at this time. Our officer/director will handle our administrative
duties.




If we are
unable to negotiate suitable terms with any customers or prospective customers
to enable us to attract clients to use our services, or if we are unable to sell
products, or if we exhaust our assets, then we may have to suspend or cease
operations. The services that we intend to offer include providing golf lessons
and excursions to individuals, companies, and tourists in Vancouver, British
Columbia, and Providenciales, Turks & Caicos Islands. We also intend that
our business will include creating, developing and selling, golf instructional
videos to our customers and other interested parties.




If we
cannot generate sufficient revenues to continue operations, or if we exhaust our
assets, then we will suspend or cease operations. If we cease operations, we do
not know what we will do and we do not have any plans to do anything
else.




LIMITED
OPERATING HISTORY; NEED FOR ADDITIONAL CAPITAL




There is
no historical financial information about us upon which to base an evaluation of
our performance. We are in development stage operations and have not generated
any revenues. We did not raise the maximum amount of cash from our offering. We
have minimal cash presently available. We cannot guarantee we will be successful
in our business operations. Our business is subject to risks inherent in the
establishment of a new business enterprise, including limited capital resources
and possible cost overruns.




To become
profitable and competitive, we have to sell our services and products. We have
no assurance that, if needed, future financing will be available to us on
acceptable terms. If financing is not available on satisfactory terms, we may be
unable to continue, develop or expand our operations. Equity financing could
result in additional dilution to existing shareholders.




RESULTS OF
OPERATIONS




FROM
INCEPTION ON MARCH 29, 2006 TO APRIL 30, 2008




During
this period we incorporated the company, hired an attorney, hired an auditor,
hired a transfer agent and arranged with a market maker to apply for a listing
for the company on the over-the-counter-bulletin-board. We have prepared an
internal business plan and our finalizing our marketing plan. We have reserved
the domain name "www.greenirons.com" Our loss since inception is $111,793,
which consisted primarily of $83,691 for professional and legal fees,
$17,227 for salary and wages and $5,070 for general and administrative expenses.
We have not completed items 1, 2, or 3 of our milestones previously described.
Specifically, with reference to item 1, we have not hired a website production
company. With reference to item 2, we have not commenced any promotion,
marketing, or advertising. With reference to item 3, we have not acquired any
equipment.




Since
inception, we sold 5,000,000 shares of common stock to our officer and director
for $500.00 in cash. We sold an additional 888,950 shares of common stock
through our public offering for proceeds of $88,895.




LIQUIDITY
AND CAPITAL RESOURCES




To meet
our need for cash, we raised funds through our public offering and intend to
implement the plan of operation described in paragraphs 1, 2, and 3, above. We
cannot guarantee that, if and when, we begin operations we will stay in business
after operations have commenced. If we are unable to successfully attract
customers to utilize our services or purchase our products, we may quickly use
up the proceeds from the cash raised from the offering and will need to find
alternative sources of financing, like a second public offering, a private
placement of securities, or loans from our officers or others in order for us to
maintain our operations. At the present time, we have not made any arrangements
to raise additional cash, other than through this offering.




If we
need additional cash and are not able to raise additional cash, then we will
either have to suspend operations until we do raise the cash, or cease
operations entirely. We expect the cash raised from our offering to last for
between 1 to 3 months. Other than as described in this paragraph, we have no
other financing plans.




As of the
date of this report, we have yet to generate any revenues from our business
operations.




We issued
5,000,000 shares of common stock pursuant to the exemption from registration
contained in section 4(2) of the Securities Act of 1933. This was accounted for
as a sale of common stock.




As of
April 30, 2008, our total assets were $44,813 and our total liabilities were
$44,213, including $34,413 owed to Andrew Couvell, our former officer, for
payments made to our attorney for fees and for the incorporation of the company,
$9,800 for accounts payable for filing and general office costs. As of April 30,
2008, we had cash of $42,080. Our current liabilities to Mr. Couvell do not have
to be paid at this time. Our related party liabilities consist of money advanced
by our former officer, Mr. Couvell.




9




PART
III




ITEM
7.  FINANCIAL STATEMENTS




GREEN
IRONS HOLDINGS CORPORATION
 (A
Development Stage Company)
 FINANCIAL
STATEMENTS
 April
30, 2008 and 2007
   
 
 TABLE
OF C O N T E N T S
   Reports
      of Independent Registered Public Accounting Firms
              
              11Balance
      Sheets
              
              13Statements
      of Expenses
              
              14Statements of
      Stockholders’ Equity
              
              15Statements
      of Cash Flows
              
              16Notes
      to the Financial Statements
              
              17
   10
  REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
 
 To
the Board of Directors
 Green
Irons Holding Corporation
 (A
Development Stage Company)
 Providenciales,
Turks and Caicos Islands
 
 We
have audited the accompanying balance sheet of Green Irons Holding Corporation
(“the Company”). as of April 30, 2008 and the related statement of expenses,
stockholders' equity, and cash flows for the year then ended. The
financial statements for the period March 29, 2006 (inception) through April 30,
2007, were audited by other auditors whose report expressed unqualified opinion
on those statements.  Our opinion on the statements of operations,
stockholders’ equity, and cash flows for the period March 29, 2006 (inception)
through April 30, 2008, in so far as it relates to the amounts for prior periods
through April 30, 2007, is based solely on the report of other auditors.These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these consolidated
financial statements based on our audit.
 
 We
conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform an audit to obtain reasonable assurance about whether the
consolidated financial statements are free of material misstatement. Green
Irons Holding is not required to have, nor were we engaged to perform, an audit
of its internal control over financial reporting.  Our audit included
consideration of internal control over financial reporting as a basis for
designing audit procedures that are appropriate in the circumstances, but not
for the purpose of expressing an opinion on the effectiveness of Green Iron’s
internal control over financial reporting.  Accordingly, we express no such
opinion.An audit also includes examining, on a test basis, evidence
supporting the amounts and disclosures in the consolidated financial statements,
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our
opinion.
 
 In
our opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of Green irons Holding Corporation.
and the results of its operations and cash flows for the
period  described in conformity with accounting principles generally
accepted in the United States of America.
 
 The
accompanying financial statements have been prepared assuming that Green Irons
Holding Corporation will continue as a going concern. As discussed in Note 3 to
the financial statements, Green Irons Holding Corporation suffered losses from
operations and has an accumulated deficit during its development stage which
raises substantial doubt about its ability to continue as a going concern.
Management's plans regarding those matters also are described in Note 3. The
financial statements do not include any adjustments that might result from the
outcome of this uncertainty.
 
 
 /s/
MALONE & BAILEY, P.C
 Malone
& Bailey, P.C.
 www.malone-bailey.com
 Houston,
Texas
 July
28,
2008
  
 11
 Report of Independent
Registered Public Accounting Firm
   
   
   To the
Board of Directors
 Green
Irons Holdings Corporation
 (A
Development Stage Company)
 Harbour
Gates, Providenciales
   
   We have
audited the accompanying balance sheet of Green Irons Holdings Corporation (a
development stage company) as of April 30, 2007, and the related statements of
operations, stockholders’ equity (deficit) and cash flows for the year then
ended, and from inception of the development stage on March 29, 2006 through
April 30, 2007. These financial statements are the responsibility of the
Company's management.  Our responsibility is to express an opinion on
these financial statements based on our audits.
  We
conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States).  Those standards require
that we plan and perform the audits to obtain reasonable assurance about whether
the financial statements are free of material misstatement.  An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements.  An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement
presentation.  We believe that our audits provide a reasonable basis
for our opinion.
  In our
opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of Green Irons Holdings Corporation (a
development stage company) as of April 30, 2007, and the results of its
operations and its cash flows for the year then ended, and from inception of the
development stage on March 29, 2006 through April 30, 2007, in conformity with
United States generally accepted accounting principles.
  The
accompanying financial statements have been prepared assuming that the Company
will continue as a going concern.  As discussed in Note 3 to the
financial statements, the Company has suffered significant recurring losses from
operations and has no established source of revenue.  This raises
substantial doubt about the Company's ability to continue as a going
concern.  Management's plans in regard to these matters are also
described in Note 3.  The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.
   
   HJ &
Associates, LLC
   Salt Lake
City, Utah
   August 6,
2007
  12
  GREEN
IRONS HOLDINGS CORPORATION
 (A
Development Stage Company)
 Balance
Sheets
   ASSETSApril
      30,2008
              
              
              2007CURRENT
      ASSETSCash
              
              $
              42,080
              
              
              $
              89,052Prepaid
      expenses
              
              
              2,733
              
              
              
              -Total
      Current Assets
              
              
              44,813
              
              
              
              89,052TOTAL
      ASSETS
              
              $
              44,813
              
              
              $
              89,052
   LIABILITIES
      AND STOCKHOLDERS' EQUITYCURRENT
      LIABILITIESAccounts payable
                
                $
                9,800
                
                
                $
                1,685Notes
      payable - related party (Note 2)
                
                
                34,413
                
                
                
                34,413Total
      Current Liabilities
                
                
                44,213
                
                
                
                36,098TOTAL
      LIABILITIES
                
                
                44,213
                
                
                
                36,098STOCKHOLDERS'
      EQUITYCommon
      stock, $0.001 par value, 100,000,000 sharesauthorized,
      5,888,950 and 5,888,950 shares issuedand
      outstanding, respectively
                
                
                5,889
                
                
                
                5,889Additional
      paid-in capital
                
                
                106,504
                
                
                
                95,452Deficit
      accumulated during the development stage
                
                
                (111,793
                )
                
                
                (48,387
                )Total
      Stockholders' Equity
                
                
                600
                
                
                
                52,954TOTAL
      LIABILITIES AND STOCKHOLDERS' EQUITY
                
                $
                44,813
                
                
                $
                89,052
     The
accompanying notes are an integral part of these financial
statements.
 13
  GREEN
IRONS HOLDINGS CORPORATION
 (A
Development Stage Company)
 Statements
of Expenses
   From
      Inceptionon
      March 29,For
      the Years Ended April 30,
                
                
                2006,Through2008
                
                
                2007
                
                
                April 30, 2008EXPENSESProfessional
      and legal fees
                
                $
                50,072
                
                
                $
                32,786
                
                
                $
                83,691Salary
      and wages
                
                
                7,611
                
                
                
                9,616
                
                
                
                17,227General
      and administrative
                
                
                2,282
                
                
                
                1,581
                
                
                
                5,070Total
      Expenses
                
                
                59,965
                
                
                
                43,983
                
                
                
                105,988OTHER
      EXPENSEInterest
      expense
                
                
                3,441
                
                
                
                2,364
                
                
                
                5,805Total
      Other Expense
                
                
                3,441
                
                
                
                2,364
                
                
                
                5,805LOSS
      BEFORE INCOME TAX EXPENSE
                
                
                (63,406
                )
                
                
                (46,347
                )
                
                
                (111,793
                )Income
      tax expense
                
                
                -
                
                
                
                -
                
                
                
                -NET
      LOSS
                
                $
                (63,406
                )
                
                $
                (46,347
                )
                
                $
                (111,793
                )BASIC
      AND FULLY DILUTED LOSS PER SHARE
                
                $
                (0.01
                )
                
                $
                (0.01
                )WEIGHTED
      AVERAGE NUMBER OF SHARES OUTSTANDING
                
                
                5,888,950
                
                
                
                5,044,532
    
 The
accompanying notes are an integral part of these financial
statements.
 14
  GREEN
IRONS HOLDINGS CORPORATION
 (A
Development Stage Company)
 Statements
of Stockholders’ Equity
    DeficitAccumulatedDuring
      theCommon
      Stock
              
              
              Paid-in
              
              
              DevelopmentShares
              
              
              Amount
              
              
              Capital
              
              
              StageBalance, March 29,
      2006
              
              
              -
              
              
              $
              -
              
              
              $
              -
              
              
              $
              -(inception)Common stock issued for cash at $0.0001 per share
              
              
              5,000,000
              
              
              
              5,000
              
              
              
              (4,500
              )
              
              
              -Net loss for the period ended April
      30, 2006
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              (2,040
              )Balance,
      April 30, 2006
              
              
              5,000,000
              
              
              
              5,000
              
              
              
              (4,500
              )
              
              
              (2,040
              )Contribution
      of imputed interest on notes payable - related party
              
              
              -
              
              
              
              -
              
              
              
              2,330
              
              
              
              -Contribution
      of salaries payable - related party
              
              
              -
              
              
              
              -
              
              
              
              9,616
              
              
              
              -Common
      stock issued for cash at $0.10 per share
              
              
              888,950
              
              
              
              889
              
              
              
              88,006
              
              
              
              -Net
      loss for the year ended April 30, 2007
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              (46,347
              )Balance, April 30,
      2007
              
              
              5,888,950
              
              
              
              5,889
              
              
              
              95,452
              
              
              
              (48,387
              )Contribution of imputed interest on notes payable - related
      party
              
              
              -
              
              
              
              -
              
              
              
              3,441
              
              
              
              -Contribution of salaries - related
      party
              
              
              -
              
              
              
              -
              
              
              
              7,611
              
              
              
              -Net
      loss for the year ended April 30,
    2008
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              (63,406
              )Balance,
      April 30, 2008
              
              
              5,888,950
              
              
              $
              5,889
              
              
              $
              106,504
              
              
              $
              (111,793
              )
  
  The
accompanying notes are an integral part of these financial
statements.
 15
  GREEN
IRONS HOLDINGS CORPORATION
 (A
Development Stage Company)
 Statements
of Cash Flows
  From
      Inceptionon
      March 29,For
      the Years Ended April 30,
              
              
              2006,Through2008
              
              
              2007
              
              
              April 30, 2008CASH
      FLOWS FROM OPERATING ACTIVITESNet
      Loss
              
              $
              (63,406
              )
              
              $
              (46,347
              )
              
              $
              (111,793
              )Adjustments
      to reconcile net loss to net cash used byoperating
      activites:Contribution of
      imputed interest on notes payable- related
      party
              
              
              3,441
              
              
              
              2,330
              
              
              
              5,771Contribution
      of salary payable - related party
              
              
              7,611
              
              
              
              9,616
              
              
              
              17,227Changes
      in assets and liabilities:(Increase)
      decrease in prepaid assets
              
              
              (2,733
              )
              
              
              10,151
              
              
              
              (2,733
              )Increase
      in accounts payable
              
              
              8,115
              
              
              
              1,685
              
              
              
              9,800Net
      Cash Used by Operating Activites
              
              
              (46,
      972
              )
              
              
              (22,565
              )
              
              
              (81,728
              )CASH
      FLOWS FROM FINANCING ACTIVITIESProceeds
      from issuance of stock
              
              
              -
              
              
              
              88,895
              
              
              
              89,395Proceeds
      from related party notes
              
              
              -
              
              
              
              22,228
              
              
              
              34,413Net
      Cash Provided by Financing Activities
              
              
              -
              
              
              
              111,123
              
              
              
              123,808INCREASE
      (DECREASE) IN CASH
              
              
              (46,972
              )
              
              
              88,558
              
              
              
              42,080CASH
      AT BEGINNING OF PERIOD
              
              
              89,052
              
              
              
              494
              
              
              
              -CASH
      AT END OF PERIOD
              
              $
              42,080
              
              
              $
              89,052
              
              
              
              42,080SUPPLEMENTAL
      DISCLOSURES OF CASH FLOW INFORMATION:CASH
      PAID FOR:Interest
              
              $
              -
              
              
              $
              18
              
              
              $
              18Income taxes
              
              $
              -
              
              
              $
              -
              
              
              $
              -
  
 The
accompanying notes are an integral part of these financial
statements.
 16
  GREEN
IRONS HOLDINGS CORPORATION
 (A
Development Stage Company)
 Notes
to the Financial Statements
 April 30,
2008 and 2007
  
 NOTE
      1
              ORGANIZATION
      AND SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES
 a.
 Organization
  Green
Irons Holdings Corporation (Green Irons) was incorporated in Nevada on March 29,
2006, for the purpose of providing golf consulting services and manufacturing
golf instructional material and equipment.  Green Irons is in the
development stage and has elected April 30 as its fiscal year end.
  b. 
Basis of Presentation
  Green
Irons uses the accrual method of accounting for financial purposes and has
elected April 30 as its year-end.
  c. 
Use of Estimates
 The
preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions that affect certain reported amounts and
disclosures.  Accordingly, actual results could differ from those
estimates.
  d. 
Fair Value of Financial Instruments
 The
carrying amounts of Green Iron’s financial instruments, including cash, accounts
payable, and accrued liabilities, approximate fair value due to their short
maturities.
 e. 
Cash and Cash Equivalents
 Green
Irons considers all highly liquid investments with maturity of three months or
less to be cash equivalents.
 f. 
Recent Accounting Pronouncements
 In
July 2006, the FASB issued FASB InterpretationNo.
48, “Accounting for Uncertainty in Income Taxes  – an interpretation
of FASB Statement No. 109, Accounting for Income Taxes (SFAS No. 109)” (FIN
48).
FIN 48 clarifies the accounting for uncertainty in income taxes recognized in
accordance with SFAS No. 109 and prescribes a recognition threshold and
measurement attribute for the financial statement recognition and measurement of
a tax position taken or expected to be taken in a return. Guidance is also
provided on de-recognition, classification, interest and penalties, accounting
in interim periods, disclosure and transition. FIN 48 is effective for fiscal
years beginning after December 15, 2006.  The effect of adoption of
FIN 48 did not have a material impact on the Company.
  In
September 2006, the FASB issued SFAS No. 157, "Fair Value Measurements” (SFAS
157).  SFAS 157 defines fair value, establishes a framework for
measuring fair value and expands disclosures about fair value measurements.
Where applicable, SFAS 157 clarifies and codifies related guidance within other
generally accepted accounting principles. SFAS 157 is effective for fiscal years
beginning after November 15, 2007.  The effect of adoption of SFAS 157
is not anticipated to have a material impact on the Company.
     17
  GREEN
IRONS HOLDINGS CORPORATION
 (A
Development Stage Company)
 Notes
to the Financial Statements
 April 30,
2008 and 2007
   NOTE
      1
              ORGANIZATION
      AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
  (CONTINUED)
  g. 
Basic Loss Per Share
 The
computation of basic loss per share of common stock is based on the weighted
average number of shares outstanding during the period of the financial
statements as follows:
  For
      the Years Ended April 30,2008
              
              
              2007Net
      loss
              
              $
              (63,406
              )
              
              $
              (46,347
              )Weighted
      average number of shares outstanding
              
              
              5,888,950
              
              
              
              5,044,532Net
      loss per share
              
              $
              (0.01
              )
              
              $
              (0.01
              )
  Net
loss per share is computed in accordance with SFAS No. 128, “Earning Per Share”,
by dividing the net loss allocable to common stockholders by the weighted
average number of shares of common stock outstanding.  During each
year presented Green Irons has outstanding equity instruments which have not
been used in the calculation of diluted net loss per share allocable to common
stockholders because to do so would be anti-dilutive.
 h. 
Provision for Taxes
 Deferred
taxes are provided on a liability method whereby deferred tax assets are
recognized for deductible temporary differences and operating loss and tax
credit carryforwards and deferred tax liabilities are recognized for taxable
temporary differences.  Temporary differences are the differences
between the reported amounts of assets and liabilities and their tax
bases.  Deferred tax assets are reduced by a valuation allowance when,
in the opinion of management, it is more likely than not that some portion or
all of the deferred tax assets will not be realized.  Deferred tax
assets and liabilities are adjusted for the effects of changes in tax laws and
rates on the date of enactment.
  2008
                
                
                2007Deferred
      tax assets:NOL Carryover
                
                $
                27,397
                
                
                $
                14,215Deferred
      tax assets:Accrued
      Liabilities
                
                
                -
                
                
                
                910Deferred
      tax liabilities:
                
                
                -
                
                
                
                -Valuation
      allowance
                
                
                (27,397
                )
                
                
                (15,125
                )Net
      deferred tax assets and liabilities
                
                $
                -
                
                
                $
                -
   The
income tax provision differs from the amount of income tax determined by
applying the U.S. federal and state income tax rates of 39% to pretax income
from continuing operations for the years ended April 30, 2008 and 2007 due to
the following:
  2008
                
                
                2007Book
      income (loss)
                
                $
                (24,728
                )
                
                $
                (18,075
                )Contributed
      service
                
                
                2,988
                
                
                
                3,750Valuation
      allowance
                
                
                21,740
                
                
                
                14,325$
                -
                
                
                $
                -
   At
April 30, 2008, the Company had net operating loss carryforwards of
approximately $27,397 that may be offset against future taxable income from the
year 2008 through 2028. No tax benefit has been reported in the April 30, 2008
financial statements since the potential tax benefit is offset by a valuation
allowance of the same amount.
  Due
to the change in ownership provisions of the Tax Reform Act of 1986, net
operating loss carryforwards for Federal income tax reporting purposes are
subject to annual limitations.  Should a change in ownership occur,
net operating loss carryforwards may be limited as to use in future
years.
 
 18
  GREEN
IRONS HOLDINGS CORPORATION
 (A
Development Stage Company)
 Notes
to the Financial Statements
 April 30,
2008 and 2007
   NOTE
      1
              ORGANIZATION
      AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
  (CONTINUED)
  h. 
Provision for Taxes (Continued)
  Green
Irons files income tax returns in the U.S. federal jurisdiction and the states
of California, Massachusetts, Connecticut, Arizona, Illinois and
Ohio.
  Green
Irons adopted the provisions FASB Interpretation No. 48, “Accounting for
Uncertainty in Income Taxes – an interpretation of FASB Statement No. 109,
Accounting for Income Taxes (SFAS No. 109)” (FIN 48) on January 1,
2007.  As a result of the implementation of FIN 48 the Company did not
recognize any increases in the liability for unrecognized tax
benefits.
  NOTE
      2
              RELATED
      PARTY TRANSACTIONS
  Common
Stock
   On
April 2, 2007, Green Irons sold 313,200 shares of its common stock for cash of
$31,320, or $0.10 per share.
  On
April 17, 2007, Green Irons sold 575,750 shares of its common stock for cash of
$57,575, or $0.10 per share.
  Wages
  On
December 4, 2007, Andrew Couvell resigned his positions as Green Iron’s
president, chief executive officer, chief financial officer and principal
accounting officer.  Through the time of his resignation Mr. Couvell
contributed a total of $2,803 of accrued salary to capital, which represents a
prorated annual salary based on 100 hours worked per year at $50,000 per year,
or 58 hours worked.  For the year ended April 30, 2008, Mr. Couvell
contributed $4,808 of accrued salary to capital, which represents an annual
salary based on 200 hours worked at $50,000 per year.
  Simultaneous
with Mr. Couvell’s resignation, Mr. Sandy McDougall, our secretary and
treasurer, was appointed to the additional offices of president, chief executive
officer, chief financial officer and principal accounting
officer.  For the years ended April 30, 2008 and 2007, Mr. McDougall
contributed $4,808 and $4,808, respectively, of accrued salary to capital, which
represents an annual salary based on 200 hours worked per year at $50,000 per
year.
  Notes
Payable
  As
of April 30, 2008 and 2007, Green Irons had notes payable to a former officer,
Andrew Couvell, totaling $34,413, respectively.  The notes are
unsecured, due upon demand and have been imputing interest at the rate of 10%
per annum.  For the years ended April 30, 2008 and 2007, the former
officer elected to contribute all of the $3,441 and $2,330, respectively, of
imputed interest to additional paid in capital. Subsequent
to April 30, 2008, Green Irons paid $20,000 of this note payable to its former
officer.
  NOTE 3
              GOING
      CONCERN
  Green
Iron’s financial statements are prepared using accounting principles generally
accepted in the United States of America applicable to a going concern that
contemplates the realization of assets and liquidation of liabilities in the
normal course of business.  However, Green Irons does not have
significant cash or other material assets, nor does it have an established
source of revenues sufficient to cover its operating
costs.  Additionally, Green Irons has accumulated significant losses
and an accumulated deficit during its development stage. All of these items
raise substantial doubt about its ability to continue as a going
concern.
  Management's
plans with respect to alleviating the adverse financial conditions that caused
shareholders to express substantial doubt about Green Iron’s ability to continue
as a going concern are as follows:
  Green
Iron’s current assets are not deemed to be sufficient to fund ongoing expenses
related to the start up of planned principal operations.  If Green
Irons is not successful in the start up of business operations which produce
positive cash flows from operations, Green Irons may be forced to raise
additional equity or debt financing to fund its ongoing obligations and cease
doing business.
  Management
believes that Green Irons will be able to operate for the coming year from
proceeds raised from an offering of its common stock.  However there
can be no assurances that management’s plans will be successful.  If
additional funds are raised through the issuance of equity securities, the
percentage ownership of Green Iron’s then-current stockholders would be
diluted.  If additional funds are raised through the issuance of debt
securities, Green Irons will incur interest charges until the related debt is
paid off.
  The
ability of Green Irons to continue as a going concern is dependent upon its
ability to successfully accomplish the plan described in the preceding paragraph
and eventually attain profitable operations. The accompanying financial
statements do not include any adjustments that might be necessary if Green Irons
is unable to continue as a going concern.
   19


ITEM
8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.




On
February 9, 2008, we dismissed HJ & Asociates, LLC (“HJA”) as our principal
auditor and appointed Malone & Bailey PC (“Malone”) as our new
auditor.
 
 During
fiscal years 2006 and 2007, and the subsequent interim period through February
8, 2008, the date of dismissal, there were no disagreements with HJA on any
matter of accounting principles or practice, financial statements disclosures,
or auditing scope or procedures, which if not resolved to the satisfaction of
HJA would have caused them to make a reference to the subject matter of the
disagreement in connection with their report.
 
 We
engaged Malone as our new independent auditor, effective as of February 8, 2008,
to audit the company’s balance sheet as of April 30, 2008 and the related
statements of operations, stockholder’s equity and cash flows for the year then
ended.


We have
had no disputes or disagreements with our accountants or accounting and
financial disclosure. Our Certified Public Accountants are Malone & Bailey,
PLLC, Certified Public Accountants, 2925 Briarpark Suite 930, Houston, Texas,
77042.




ITEM
8A.  CONTROLS AND PROCEDURES.




Evaluation
of disclosure controls and procedures.




We
maintain controls and procedures designed to ensure that information required to
be disclosed in the reports that we file or submit under the Securities Exchange
Act of 1934 is recorded, processed, summarized and reported within the time
periods specified in the rules and forms of the Securities and Exchange
Commission. Based upon their evaluation of those controls and procedures
performed as of April 30, 2008, the date of this report, our chief executive
officer and the principal financial officer concluded that our disclosure
controls and procedures were not effective. as described below under
management's report on internal control over financial reporting.




ITEM
8A(T). CONTROLS AND PROCEDURES.




(a)
Management's annual report on internal control over financial
reporting.




Our Chief
Executive Officer and our Chief Financial Officer are responsible for
establishing and maintaining adequate internal control over financial reporting.
 Internal control over financial reporting is defined in Rule 13a-15(f) and
15d-15(f) promulgated under the Securities Exchange Act of 1934 as a process
designed by, or under the supervision of, our principal executive and principal
financial officers and effected by our board of directors, management and other
personnel, to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting principles and
includes those policies and procedures that:




·
            pertain
      to the maintenance of records that in reasonable detail accurately and
      fairly reflect the transactions and dispositions of our
      assets;




·
            provide
      reasonable assurance that transactions are recorded as necessary to permit
      preparation of financial statements in accordance with generally accepted
      accounting principles, and that our receipts and expenditures are being
      made only in accordance with authorizations of management and our
      directors; and




·
            provide
      reasonable assurance regarding prevention or timely detection of
      unauthorized acquisition, use or disposition of our assets that could have
      a material effect on the financial
statements.




Because
of its inherent limitations, our internal control over financial reporting may
not prevent or detect misstatements.  Therefore, even those systems
determined to be effective can provide only reasonable assurance with respect to
financial statement preparation and presentation.  Projections of any
evaluation of effectiveness to future periods are subject to the risk that
controls may become inadequate because of changes in conditions, or that the
degree of compliance with the policies or procedures may
deteriorate.




Our Chief Executive Officer and our Chief Financial
Officer assessed the effectiveness of our internal control over financial
reporting as of April 30, 2008.   In making this assessment, management
used the criteria set forth by the Committee of Sponsoring Organizations of the
Treadway Commission (“COSO”) in Internal
Control — Integrated Framework.




Based on
our assessment, our Chief Executive Officer and our Chief Financial Officer
believe that, as of April 30, 2008, our internal control over financial
reporting is not effective based on those criteria, due to the
following:




·
            lack
      of proper segregation of functions, duties and responsibilities with
      respect to our cash and control over the disbursements related thereto due
      to our very limited staff, including our accounting
      personnel.




In light
of this conclusion and as part of the preparation of this report, we have
applied compensating procedures and processes as necessary to ensure the
reliability of our financial reporting.  Accordingly, management
believes, based on its knowledge, that (1) this report does not contain any
untrue statement of a material fact or omit to state a material face necessary
to make the statements made not misleading with respect to the period covered by
this report, and (2) the financial statements, and other financial information
included in this report, fairly present in all material respects our financial
condition, results of operations and cash flows for the years and periods then
ended.




This
report does not include an attestation report of our registered public
accounting firm regarding internal control over financial reporting.
 Management's report was not subject to attestation by our registered
public accounting firm pursuant to temporary rules of the Securities and
Exchange Commission that permit us to provide only management’s report in this
report.




(b)
Changes in internal control over financial reporting.




There
were no significant changes in our internal control over financial reporting
during the fourth quarter of the 2007 that have materially affected, or are
reasonably likely to materially affect, our internal control over financial
reporting.




20




ITEM
8B.  OTHER INFORMATION.




None




ITEM
9.  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT.




Our
officer and director will serve until his successor is elected and qualified.
Our officers are elected by the board of directors to a term of one (1) year and
serve until their successor is duly elected and qualified, or until they are
removed from office. The board of directors has no nominating, auditing or
compensation committees.




The name,
address, age and position of our present officers and director is set forth
below:




NAME
      AND ADDRESS
            
            AGE
            
            POSITION(S)Sandy
      McDougall
              PO
      Box 561
              Harbour
      Gates Providenciales
              Turks
      and Caicos Islands
            
            61
            
            President,
      Chief Executive Officer, Chief Financial Officer, Principal Accounting
      Officer, and a member of the Board of
Directors




Mr.
McDougall has held his offices/position since May 23, 2006, and is expected to
hold his offices/positions until the next annual meeting of our
stockholders




SANDY
MCDOUGALL: PRESIDENT, CHIEF EXECUTIVE OFFICER, CHIEF FINANCIAL OFFICER,
PRINCIPAL ACCOUNTING OFFICER, SECRETARY, TREASURER, AND DIRECTOR




Since
February 2006, Mr. McDougall has managed his family's investment portfolio. From
2001 through January 2006, Mr. McDougall was employed as General Manager for the
Providenciales Airport Company in Providenciales, Turks & Caicos Islands.
From 1997 to 2001, Mr. McDougall was employed as vice-president of business
development and marketing with YHM Airport Services in Hamilton, Ontario,
Canada. From 1995 to 1997, McDougall was the director of sales and marketing
with the Westin Bayshore Hotel in Vancouver. From 1991 to 1994, Mr. McDougall
was an executive director with Bahamas Air in Nassau, Bahamas. From 1987 to
1991, Mr. McDougall was the vice-president of Commercial Services with Air BC, a
former division of Air Canada. Mr. McDougall graduated from the faculty of
commerce at Concordia University in Montreal, Quebec, Canada, in1967. Mr.
McDougall obtained his Bachelor of Science, Honours, Economics and Mathematics,
in 1973 from Simon Fraser University in Burnaby, British Columbia, Canada.
Currently, Mr. McDougall is a member of the Providenciales Chamber of Commerce
and is a director of the Turks & Caicos Islands Hotel and Tourism
Association. Mr. McDougall devotes approximately 10 hours per week to Green
Irons Holdings Corp. and will devote additional time as required. Mr. McDougall
is not an officer or director of any other reporting company.




AUDIT
COMMITTEE AND CHARTER




We do not
have a separately designated audit committee of the board or any other
board-designated committee. Audit committee functions are performed by our board
of directors. None of our directors are deemed independent. Our sole director,
Mr. McDougall, also holds positions as an officer. Our audit committee is
responsible for: (1) selection and oversight of our independent accountant; (2)
establishing procedures for the receipt, retention and treatment of complaints
regarding accounting, internal controls and auditing matters; (3) establishing
procedures for the confidential, anonymous submission by our employees of
concerns regarding accounting and auditing matters; (4) engaging outside
advisors; and, (5) funding for the outside auditory and any outside advisors
engagement by the audit committee. A copy of our audit committee charter is
filed as an exhibit to this report.




AUDIT
COMMITTEE FINANCIAL EXPERT




We do not
have an audit committee financial expert. We do not have an audit committee
financial expert because we believe the cost related to retaining a financial
expert at this time is prohibitive. Further, because we have not commenced
operations, at the present time, we believe the services of a financial expert
are not warranted.




CODE OF
ETHICS




We have
adopted a corporate code of ethics. We believe our code of ethics is reasonably
designed to deter wrongdoing and promote honest and ethical conduct; provide
full, fair, accurate, timely and understandable disclosure in public reports;
comply with applicable laws; ensure prompt internal reporting of code
violations; and provide accountability for adherence to the code.




DISCLOSURE
COMMITTEE AND CHARTER




We have a
disclosure committee and disclosure committee charter. Our disclosure committee
is comprised of all of our officers and directors. The purpose of the committee
is to provide assistance to the Chief Executive Officer and the Chief Financial
Officer in fulfilling their responsibilities regarding the identification and
disclosure of material information about us and the accuracy, completeness and
timeliness of our financial reports.




SECTION
16(a) OF THE SECURITIES EXCHANGE ACT OF 1934




We are
not subject to Section 16(a) of the Securities Act of 1934.




21


ITEM
10.  EXECUTIVE COMPENSATION




The
following table sets forth the compensation paid by us from inception on March
29, 2006, through April 30, 2008, for our officers and directors. This
information includes the dollar value of base salaries, bonus awards and number
of stock options granted, and certain other compensation, if any.




SUMMARY
COMPENSATION TABLE


ANNUAL
      COMPENSATION
              LONG
      TERM AWARDS
              COMPENSATION
      PAYOUTSNAMES
      EXECUTIVE OFFICER AND PRINCIPAL POSITION
              YEAR
      ENDED
              SALARY
                (US$)
              BONUS
                (US$)
              OTHER
      ANNUAL COMPEN-SATION
                (US$)
              UNDER
      OPTIONS/SARS GRANTED
                (#)
              SECURITIES
      RESTRICTED SHARES OR RESTRICTED SHARES/UNITS
                (US$)
              LTIP
                PAYOUTS
                (US$)
              OTHER
      ANNUAL COMPEN-SATION
                (US$)Sandy
      McDougall
                President,
      Chief Executive Officer, Chief Financial Officer, Principal Accounting
      Officer, and a member of the Board of Directors
              2008
              0
              0
              0
              0
              0
              0
              02007
              0
              0
              0
              0
              0
              0
              02006
              0
              0
              0
              0
              0
              0
              0




We have
no employment agreements with any of our officers. We do not contemplate
entering into any employment agreements until such time as we begin profitable
operations.




The
compensation discussed herein addresses all compensation awarded to, earned by,
or paid to our named executive officers.




There are
no other stock option plans, retirement, pension, or profit sharing plans for
the benefit of our officers and directors other than as described
herein.




LONG-TERM
INCENTIVE PLAN AWARDS




We do not
have any long-term incentive plans that provide compensation intended to serve
as incentive for performance.




COMPENSATION
OF DIRECTORS




Our
directors do not receive any compensation for serving as a member of the board
of directors.




INDEMNIFICATION




Under our
Articles of Incorporation and Bylaws of the corporation, we may indemnify an
officer or director who is made a party to any proceeding, including a lawsuit,
because of his position, if he acted in good faith and in a manner he reasonably
believed to be in our best interest. We may advance expenses incurred in
defending a proceeding. To the extent that the officer or director is successful
on the merits in a proceeding as to which he is to be indemnified, we must
indemnify him against all expenses incurred, including attorney's fees. With
respect to a derivative action, indemnity may be made only for expenses actually
and reasonably incurred in defending the proceeding, and if the officer or
director is judged liable, only by a court order. The indemnification is
intended to be to the fullest extent permitted by the laws of the State of
Nevada.




Regarding
indemnification for liabilities arising under the Securities Act of 1933, which
may be permitted to directors or officers under Nevada law, we are informed
that, in the opinion of the Securities and Exchange Commission, indemnification
is against public policy, as expressed in the Act and is, therefore,
unenforceable.




ITEM
11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT.




The
following table sets forth, as of the date of this report, the total number of
shares owned beneficially by our directors, officers and key employees,
individually and as a group, and the present owners of 5% or more of our total
outstanding shares. The stockholders listed below have direct ownership of their
shares and possesses sole voting and dispositive power with respect to the
shares.


Name
      and Address
                Beneficial
      Owner
              
              Beneficial
      Ownership
              
              Percentage
      of
                Outstanding
      SharesSandy
      McDougall (1)
                PO
      Box 561
                Harbour
      Gates Providenciales
                Turks
      and Caicos Islands
              
              5,000,000
              
              85%




(1) Sandy
McDougall may be deemed to be a "parent" and "promoter" of our company, within
the meaning of such terms under the Securities Act of 1933, as amended, by
virtue of his direct stock holdings. Mr. McDougall is the only "promoter" of our
company.




ITEM
12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS




In March,
2006, we issued a total of 5,000,000 shares of restricted common stock to Andrew
Couvell, our president, in consideration of $500 cash. In May, 2006, Andrew
Couvell sold 2,500,000 of his common stock to Mr. Sandy McDougall, in
consideration for $250 cash. In August, 2006, Andrew Couvell sold his remaining
2,500,000 of common stock to Mr. Sandy McDougall, in consideration for $250
cash.




Mr.
Couvell, our former officer, had advanced $34,413 to us for our legal, audit,
filing fees, general office administration and cash needs. As of May 12, 2008,
$14,413 remained owing to Mr. Couvell. Mr. Couvell has the right to obtain
repayment from us of the balance owing to him. There is no due date for the
repayment of the funds advanced by Mr. Couvell. The obligation to Mr. Couvell
does not bear interest. There is no written agreement evidencing the advancement
of funds by Mr. Couvell or the repayment of the funds to Mr. Couvell. The entire
transaction was verbal. At April 30, 2008, Mr. Couvell elected to contribute all
of the $3,441 of imputed interest to capital.


22




PART
IV




ITEM
13.  EXHIBITS




EXHIBITS




The
following Exhibits 3.01-3.03 are incorporated herein by reference from our Form
SB-2 Registration Statement filed with the Securities and Exchange Commission,
SEC file #333-135225, filed on November 16, 2006. Such exhibits are incorporated
herein by reference pursuant to Rule 12b-32:








EXHIBIT
      NO.
            
            DOCUMENT
      DESCRIPTION3.01
            
            Articles
      of Incorporation*3.02
            
            Certificate
      of Amendment to Articles of Incorporation*3.03
            
            Bylaws*




The
following documents are included herein:




EXHIBIT
      NO.
            
            DOCUMENT
      DESCRIPTION14.1
            
            Code
      of Ethics**31
            
            Certification of Principal Executive Officer and
      Principal Financial Officer pursuant to Rule 13a-15(e) and 15d- 15(e),
      promulgated under the Securities and Exchange Act of 1934, as
      amended.32
            
            Certification pursuant to 18 U.S.C. Section 1350, as
      adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Chief
      Executive Officer & Chief Financial Officer)99.1
            
            Disclosure
      Committee Charter**




*           Incorporated
by reference to our Registration Statement on Form SB-2 filed on November 30,
2006.


**        
Incorporated by reference to our Annual Report on Form 10-KSB filed on August
14, 2007.




ITEM
14.  PRINCIPAL ACCOUNTING FEES AND SERVICES




(1) AUDIT
FEES




The
aggregate fees billed for each of the last three fiscal years for professional
services rendered by the principal accountant for our audit of annual financial
statements and review of financial statements included in our Form 10-QSBs or
services that are normally provided by the accountant in connection with
statutory and regulatory filings or engagements for those fiscal years
was:




2008
            
            $7,500
            
            Malone
      & Bailey, PLLC, Certified Public Accountants2007
            
            $9,200
            
            HJ
      & Associates, LLC, Certified Public Accountants2006
            
            $3,000
            
            HJ
      & Associates, LLC, Certified Public
  Accountants




(2)
AUDIT-RELATED FEES




The
aggregate fees billed in each of the last two fiscal years for assurance and
related services by the principal accountants that are reasonably related to the
performance of the audit or review of our financial statements and are not
reported in the preceding paragraph:




2008
            
            $0
            
            Malone
      & Bailey, PLLC, Certified Public Accountants2007
            
            $0
            
            HJ
      & Associates, LLC, Certified Public Accountants2006
            
            $0
            
            HJ
      & Associates, LLC, Certified Public
  Accountants




(3) TAX
FEES




The
aggregate fees billed in each of the last two fiscal years for professional
services rendered by the principal accountant for tax compliance, tax advice,
and tax planning was:




2008
            
            $0
            
            Malone
      & Bailey, PLLC, Certified Public Accountants2007
            
            $380
            
            HJ
      & Associates, LLC, Certified Public Accountants2006
            
            $0
            
            HJ
      & Associates, LLC, Certified Public
  Accountants




(4) ALL
OTHER FEES




The
aggregate fees billed in each of the last two fiscal yeas for the products and
services provided by the principal accountant, other than the services reported
in paragraphs (1), (2), and (3) was:




2008
            
            $0
            
            Malone
      & Bailey, PLLC, Certified Public Accountants2007
            
            $0
            
            HJ
      & Associates, LLC, Certified Public Accountants2006
            
            $0
            
            HJ
      & Associates, LLC, Certified Public
  Accountants




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SIGNATURES






In
accordance with Section 13 or 15(d) of the Securities and Exchange Act, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized, on this 31st day of July,
2008.




GREEN IRONS
      HOLDINGS CORP.Date:
      July 30, 2008
              By:
              /s/ Sandy McDougallSandy McDougallPresident, Chief Executive Officer,Chief Financial Officer,
      PrincipalAccounting Officer, Secretary,
      Treasurer,and a member of the Board of
      Directors










Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has been
signed below by the following person on behalf of the Registrant and in the
capacities.




SIGNATURES
            
            TITLES
            
            DATE/s/
      Sandy McDougallSandy
      McDougall
            
            President,
      Chief Executive Officer, Chief Financial Officer, Principal Accounting
      Officer, Secretary, Treasurer, and a member of the Board of
      Directors
            
            July
      30, 2008
















24