UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549


FORM 10-K





[ X ] ANNUAL REPORT PURSUANT TO
SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For
the fiscal year ended April 30,
2009.





[   ]  TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period from to


Commission
File Number: 000-52687


Green Irons Holdings
Corp.


(Exact
name of registrant as specified in its charter)


Nevada
            
            98-0489669(State
      or other jurisdiction of incorporation or organization)
            
            (I.R.S.
      Employer Identification No.)PO
      Box 561, Harbour Gates Providenciales, Turks and Caicos
      Islands
            n/a(Address
      of principal executive offices)
            (Zip
      Code)(649) 342-1526(Registrant's
      Telephone Number, Including Area Code)Securities
      registered under Section 12(b) of the Act:Title of each class
      registered:
            Name of each exchange
      on which registered:None
            NoneSecurities
      registered under Section 12(g) of the Act:Common Stock, Par
      Value $.001
              (Title
      of Class)


Indicate
by check mark if registrant is a well-known seasoned issuer, as defined in Rule
405 of the Securities Act.   Yes    x No





Indicate
by check mark if registrant is not required to file reports pursuant to Section
13 or Section 15(d) of the
Act.   Yes    x No





Indicate
by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days. x
Yes      No




Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (§ 229.405 of this
chapter) during the preceeding 12 months (or for such shorter period that the
registrant was required to submit and post such files).
 Yes      No





Indicate
by check mark if 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-K or any amendment to this
Form 10-K. 





Indicate
by check mark whether the registrant is a large accelerated file, an accelerated
filer, a non-accelerated filer, or a smaller reporting company. See the
definitions of "large accelerated filer," "accelerated filer" and "smaller
reporting company" in Rule 12b-2 of the Exchange Act.


Large
      accelerated filer 
            Accelerated
      filer Non-accelerated
      filer      (Do not check if a smaller
      reporting company)
            Smaller
      reporting company x





Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act).   x
Yes      No




As of
June 10, 2009, there were 5,888,950 shares of the issuer's $.001 par value
common stock issued and outstanding.





Documents
incorporated by reference. There are no annual reports to security holders,
proxy information statements, or any prospectus filed pursuant to Rule 424 of
the Securities Act of 1933 incorporated herein by reference.





1




TABLE OF
CONTENTS




PAGEPART
      IItem
      1.
            
            Business
            3Item
      1A.
              Item
      1B.
              Item
      2.
            
            Risk
      Factors
              Unresolved
      Staff Comments
              Properties
            7Item
      3.
            
            Legal
      Proceedings
            7Item
      4.
            
            Submission
      of Matters to a Vote of Security Holders
            7PART
      IIItem
      5.
            
            Market
      for Common Stock, Related Stockholder Mattersand
      Issuer Purchases of Equity Securities
            8Item
      6.
            
            Selected
      Financial Data
            
            9Item
      7.
            
            Management’s
      Discussion and Analysis of Financial Condition or Plan of
      Operation
            
            11Item
      8.
            
            Financial
      Statements and Supplementary Data
            
            11Item
      9.
              Item
      9A.
              Item
      9B.
            
            Changes
      in and Disagreements with Accountants on Accounting and Financial
      Disclosure
              Controls
      and Procedures
              Other
      InformationPART
      IIIItem
      10.
            
            Directors,
      Executive Officers, Promoters and Control Persons
            
            21Item
      11.
            
            Executive
      Compensation
            
            22Item
      12.
            
            Security
      Ownership of Certain Beneficial Owners and Managementand
      Related Stockholder Matters
            
            23Item
      13.
            
            Certain
      Relationships and Related Transactions, and Director
      Independence
            
            23Item
      14.
            
            Principal
      Accountant Fees and Services
            
            24Item
      15.
            
            Exhibits,
      Financial Statement Schedules
            
            24





2








FORWARD-LOOKING
STATEMENTS




In
addition to historical information, this report contains forward-looking
statements within the meaning of Section 27A of the Securities Act of 1933
and Section 21E of the Securities Exchange Act of 1934. The forward-looking
statements are not historical facts but rather are based on current
expectations, estimates and projections about our business and industry, and our
beliefs and assumptions. Words such as “anticipate,” “believe,” “estimate,”
“expect,” “intend,” “plan,” “will” and variations of these words and similar
expressions identify forward-looking statements. These statements are not
guarantees of future performance and are subject to risks, uncertainties and
other factors, many of which are beyond our control, are difficult to predict
and could cause actual results to differ materially from those expressed or
forecasted in the forward-looking statements. These risks and uncertainties
include, but are not limited to, those described in Item 1 “Risk Factors”
and elsewhere in this report. Forward-looking statements that were believed to
be true at the time made may ultimately prove to be incorrect or false. We
undertake no obligation to revise or publicly release the results of any
revision to these forward-looking statements. Given these risks and
uncertainties, readers are cautioned not to place undue reliance on such
forward-looking statements.





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.




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.




3


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.




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.




4


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.





ITEM 1A. RISK
FACTORS.





Investing
in our common stock involves a high degree of risk. Any potential investor
should carefully consider the risks and uncertainties described below before
purchasing any shares of our common stock. The risks described below are those
we currently believe may materially affect us.





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, 2009, we had a net loss of $150,683. 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.




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.




5


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.





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.




6


11.
BECAUSE A LIQUID SECONDARY MARKET FOR OUR COMMON STOCK DOES NOT EXIST, 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 are owned by Mr. McDougall, our sole officer
and director. 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 1B. UNRESOLVED STAFF
COMMENTS.




None.





ITEM 2.
PROPERTIES.





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.





There are
no legal actions pending against us nor are any legal actions contemplated by us
at this time.





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





Not
applicable.




7


PART
II





ITEM 5. MARKET FOR COMMON
EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY
SECURITIES.





Our
common stock is listed on the Over-The-Counter-Bulletin-Board (OTCBB) under the
symbol “GIHO” 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.





REPORTS
TO SECURITY HOLDERS





We are a reporting company
with the Securities and Exchange Commission, or SEC.The
public may read and copy any materials filed with the Securities and Exchange
Commission at the Security and Exchange Commission’s Public Reference Room at
100 F Street, N.E., Washington, D.C. 20549. The public may also obtain
information on the operation of the Public Reference Room by calling the
Securities and Exchange Commission at 1-800-SEC-0330.  The Securities
and Exchange Commission maintains an Internet site that contains reports, proxy
and information statements, and other information regarding issuers that file
electronically with the Securities and Exchange Commission. The address of that
site is http://www.sec.gov.





There are
no outstanding shares of our common stock which can be sold pursuant to Rule
144. There are no outstanding options or warrants to purchase, or securities
convertible into, shares of our common stock. We have not agreed to register for
sale any shares of common stock held any of our shareholders.





RECENT
SALES OF UNREGISTERED SECURITIES





There
have been no sales of unregistered securities within the last three (3) years
which would be required to be disclosed pursuant to Item 701 of Regulation S-K,
except for the following:





In March
2006, we sold 5,000,000 shares of common stock to our former officer and
director in exchange for $500.  The shares were issued in a
transaction which we believe satisfies the requirements of that certain
exemption from the registration and prospectus delivery requirements of the
Securities Act of 1933, as amended, which exemption is specified by the
provisions of Section 4(2) of that act.





USE OF
PROCEEDS OF REGISTERED SECURITIES





There
were no sales or proceeds during the year ended April 30, 2009, for the sale of
registered securities.





8


PENNY
STOCK REGULATION





Trading
of our securities will be in the over-the-counter markets which are commonly
referred to as the “pink sheets” or on the OTC Bulletin Board. As a result, an
investor may find it more difficult to dispose of, or to obtain accurate
quotations as to the price of the securities offered.





Shares of
our common stock will probably be subject to rules adopted the Securities and
Exchange Commission that regulate broker-dealer practices in connection with
transactions in “penny stocks”.  Penny stocks are generally equity
securities with a price of less than $5.00 (other than securities registered on
certain national securities exchanges or quoted on the NASDAQ system, provided
that current price and volume information with respect to transactions in those
securities is provided by the exchange or system).  The penny stock
rules require a broker-dealer, prior to a transaction in a penny stock not
otherwise exempt from those rules, deliver a standardized risk disclosure
document prepared by the Securities and Exchange Commission, which contains the
following:





·
            a
      description of the nature and level of risk in the market for penny stocks
      in both public offerings and secondary
trading;


·
            a
      description of the broker’s or dealer’s duties to the customer and of the
      rights and remedies available to the customer with respect to violation to
      such duties or other requirements of securities’
  laws;


·
            a
      brief, clear, narrative description of a dealer market, including "bid"
      and "ask” prices for penny stocks and the significance of the spread
      between the "bid" and "ask" price;


·
            a
      toll-free telephone number for inquiries on disciplinary
      actions;


·
            definitions
      of significant terms in the disclosure document or in the conduct
      of  trading in penny stocks;
and


·
            such
      other information and is in such form (including language, type, size and
      format), as the Securities and Exchange Commission shall require by rule
      or regulation.





Prior to
effecting any transaction in penny stock, the broker-dealer also must provide
the customer the following:





·
            the
      bid and offer quotations for the penny
stock;


·
            the
      compensation of the broker-dealer and its salesperson in the
      transaction;


·
            the
      number of shares to which such bid and ask prices apply, or other
      comparable information relating to the depth and liquidity of the market
      for such stock; and


·
            monthly
      account statements showing the market value of each penny stock held in
      the customer’s account.





In
addition, the penny stock rules require that prior to a transaction in a penny
stock not otherwise exempt from those rules, the broker-dealer must make a
special written determination that the penny stock is a suitable investment for
the purchaser and receive the purchaser’s written acknowledgment of the receipt
of a risk disclosure statement, a written agreement to transactions involving
penny stocks, and a signed and dated copy of a written suitably
statement.  These disclosure requirements may have the effect of
reducing the trading activity in the secondary market for a stock that becomes
subject to the penny stock rules.  Holders of shares of our common
stock may have difficulty selling those shares because our common stock will
probably be subject to the penny stock rules.





PURCHASES
OF EQUITY SECURITIES





None
during the period covered by this report.




ITEM 6. SELECTED FINANCIAL
DATA.





Not
applicable.





ITEM
7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION OR PLAN OF
OPERATION.





CRITICAL
ACCOUNTING POLICY AND ESTIMATES





Our
Management's Discussion and Analysis of Financial Condition and Results of
Operations section discusses our financial statements, which have been prepared
in accordance with accounting principles generally accepted in the United States
of America. The preparation of these financial statements requires management to
make estimates and assumptions that affect the reported amounts of assets and
liabilities at the date of the financial statements and the reported amounts of
revenues and expenses during the reporting period. On an on-going basis,
management evaluates its estimates and judgments, including those related to
revenue recognition, accrued expenses, financing operations, and contingencies
and litigation. Management bases its estimates and judgments on historical
experience and on various other factors that are believed to be reasonable under
the circumstances, the results of which form the basis for making judgments
about the carrying value of assets and liabilities that are not readily apparent
from other sources. Actual results may differ from these estimates under
different assumptions or conditions. The most significant accounting estimates
inherent in the preparation of our financial statements include estimates as to
the appropriate carrying value of certain assets and liabilities which are not
readily apparent from other sources.





These
accounting policies are described at relevant sections in this discussion and
analysis and in the notes to the financial statements included in our Annual
Report on Form 10-K for the year ended April 30, 2009. The following discussion
of our financial condition and results of operations should be read in
conjunction with our audited financial statements for the year ended April 30,
2009.




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.




9


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 $178.  As a result, we
believe we cannot 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.




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 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.




10


FOR THE YEAR ENDED APRIL 30,
2009 COMPARED TO THE YEAR ENDED APRIL 30, 2008.





RESULTS OF
OPERATIONS





REVENUES





We had no
revenues for the year ended April 30, 2009 or for the year ended
April 30,
2008.  Our ability to generate revenues has been significantly
hindered by our lack of capital. We hope to generate revenues as we implement
our business plan.





EXPENSES





For the
year ended April 30, 2009, our total expenses were $37,218, as compared to total
expenses of $59,965 for the year endedApril 30, 2008.
For the year ended April 30, 2009, our total expenses consisted of professional
and legal fees of $29,715, which is attributed to the increased legal expenses
and accounting expenses related to being a public company, and salary and wages
of $4,808 and general and administrative expenses of $2,695. By comparison, for
the year ended April 30, 2008, our total expenses consisted of professional fees
of $50,072, salary and wages of $7,611, and general and administrative expenses
of $2,282. The decrease in professional fees from 2008 to 2009 was primarily
attributed to reduced legal costs and 2008 included legal costs related to us
becoming public company.  We expect that we will
continue to incur significant legal and accounting expenses related to being a
public company. We also had $1,672 in interest expense for the year ended
April 30, 2009 as compared to $3,441 in interest expense for the year ended
April 30, 2008.





NET
INCOME OR LOSS





For the
year ended April 30, 2009, our net loss after interest expense was $38,890, as
compared to the year ended April 30, 2008, in which our net loss was $63,406
after our interest expense.  We expect to continue to incur net losses
for the foreseeable future and until we generate significant
revenues.





LIQUIDITY AND CAPITAL
RESOURCES




We have
cash of $178 as of April 30, 2009. In April 2007, we completed our public
offering by raising $88,950. Specifically, we sold 888,950 shares of our common
stock at an offering price of ten cents per share. We have used all of those
proceeds for working capital.





In order
to implement our business plan in the manner we envision, we need to raise
additional capital.  We cannot guaranty that we will be able to raise
additional funds. Moreover, in the event that we can raise additional funds, we
cannot guaranty that additional funding will be available on favorable terms. In
the event that we experience a shortfall in our capital, we hope that our
officers, directors and principal shareholders will contribute funds to pay for
our expenses to achieve our objectives over the next twelve months. If we cannot
raise additional cash, then we will either have to suspend operations until we
do raise the cash, or cease operations entirely.





As of
April 30, 2009, our total assets were $178 and our total liabilities were
$31,988, including $14,413 owed to Andrew Couvell, our former officer, for
payments made to our attorney for fees and for the incorporation of the company,
$7,100 owed to Sandy McDougall, the current sole officer and director, for some
professional fees and general and administrative expenses, and $10,475 for
accounts payable for filing and general office costs.





During
2009, we expect that the legal and accounting costs of being a public company
will continue to impact our liquidity and we may need to obtain funds to pay
those expenses. Other than the anticipated increases in legal and accounting
costs due to the reporting requirements of being a reporting company, we are not
aware of any other known trends, events or uncertainties, which may affect our
future liquidity.





Our auditors have questioned our ability to continue operations as a
“going concern.” We hope to raise additional funds to meet our working capital
needs principally through the additional sales of our
securities.  However, we cannot guaranty that we will be able to
obtain sufficient additional funds when needed, or that such funds, if
available, will be obtainable on terms satisfactory to us. As a result, our
auditors believe that substantial doubt exists about our ability to continue
operations.





Because
we have limited operations and assets, we may be considered a shell company as
defined in Rule 12b-2 of the Securities Exchange Act of 1934. Accordingly, we
have checked the box on the cover page of this report that specifies we are a
shell company.





OFF-BALANCE
SHEET ARRANGEMENTS





We have
no off-balance sheet arrangements.





ITEM 7A. QUANTITATIVE AND
QUALITATIVE DISCLOSURES ABOUT MARKET RISK.





Not
applicable.





ITEM 8. FINANCIAL STATEMENTS
AND SUPPLEMENTARY DATA.





11


GREEN
IRONS HOLDINGS CORPORATION


(A
Development Stage Company)


FINANCIAL
STATEMENTS


April
30, 2009 and 2008





TABLE
OF C O N T E N T S











Report of
Independent Registered Public Accounting
Firm.........................................................................................................................................13





Balance
Sheets.......................................................................................................................................................................................................14




Statements
of
Expenses...........................................................................................................................................................................................15





Statements
of Stockholders’ Equity
(Deficit).............................................................................................................................................................16





Statements
of Cash
Flows........................................................................................................................................................................................17





Notes to
the Financial
Statements.............................................................................................................................................................................18



















12


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 sheets of Green Irons Holding Corporation (“the
Company”). as of April 30, 2009 and 2008 and the related  statements
of expenses, changes in stockholders' equity (deficit), and cash flows for the
years then ended . 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 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 an audit to obtain reasonable assurance about whether the
consolidated financial statements are free of material misstatement. Green Irons
Holdings 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 of 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 2 to the financial statements, Green Irons Holding Corporation.suffered
losses from operations and has accumulated deficit during it’s 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


June 15,
2009







13





GREEN
IRONS HOLDINGS CORPORATION
 (A
Development Stage Company)
 Balance
Sheets
 
 
 ASSETS




April
      30,2009
            2008CURRENT
      ASSETSCash
            
            $
            178
            $
            40,080Prepaid
      expenses
            
            
            -
            2,733Total
      Current Assets
            
            
            178
            44,813TOTAL
      ASSETS
            
            $
            178
            $
            44,813






LIABILITIES
AND STOCKHOLDERS’ EQUITY (DEFICIT)




CURRENT
      LIABILITIESAccounts
      payable
              
              $
              10,475
              $
              9,800Notes
      payable - related party (Note 2)
              
              
              21,513
              34,413Total
      Current Liabilities
              
              
              31,988
              44,213TOTAL
      LIABILITIES
              
              
              31,988
              44,213STOCKHOLDERS' EQUITY
      (DEFICIT)Common
      stock, $0.001 par value, 100,000,000 shares authorized, 5,888,950 and
      5,888,950 shares issued and outstanding,
respectively
              
              
              5,889
              5,889Additional paid-in
      capital
              
              
              112,984
              106,504Deficit accumulated
      during the development stage
              
              
              (150,683)
              (111,793)Total
      Stockholders' Equity (Deficit)
              
              
              (31,810)
              600TOTAL LIABILITIES
      AND STOCKHOLDERS' EQUITY (DEFICIT)
              
              $
              178
              $
              44,813


The
accompanying notes are an integral part of these financial
statements.








14





GREEN
IRONS HOLDINGS CORPORATION


(A
Development Stage Company)


Statements
of Expenses










For the Years Ended
      April 30,
            
            
            From Inception on
      March 29, 2006, Through April 30, 20092009
            
            
            2008
            
            
            (Unaudited)EXPENSESProfessional
      and legal fees
            
            $
            29,715
            
            
            $
            50,072
            
            
            $
            114,156Salary
      and wages
            
            
            4,808
            
            
            
            7,611
            
            
            
            22,035General
      and administrative
            
            
            2,695
            
            
            
            2,282
            
            
            
            7,015Total
      Expenses
            
            
            37,218
            
            
            
            59,965
            
            
            
            143,206OTHER
      EXPENSEInterest
      expense
            
            
            1,672
            
            
            
            3,441
            
            
            
            7,477Total
      Other Expense
            
            
            1,672
            
            
            
            3,441
            
            
            
            7,477LOSS BEFORE INCOME
      TAX EXPENSE
            
            
            (38,890
            )
            
            
            (63,406
            )
            
            
            (150,683
            )Income
      tax expense
            
            
            -
            
            
            
            -
            
            
            
            -NET
    LOSS
            
            $
            (38,890
            )
            
            $
            (63,406
            )
            
            
            (150,683
            )BASIC AND FULLY
      DILUTED LOSS PER SHARE
            
            $
            (0.01
            )
            
            $
            (0.01
            )WEIGHTED AVERAGE
      NUMBER OF SHARES OUTSTANDING
            
            
            5,888,950
            
            
            
            5,888,950






The
accompanying notes are an integral part of these financial
statements.





15


GREEN
IRONS HOLDINGS CORPORATION


(A
Development Stage Company)


Statements
of Changes in Stockholders’ Equity (Deficit)







Common
      StockShares
            
            
            Amount
            
            
            Paid-in
      Capital
            
            
            Deficit Accumulated
      During the Development Stage
            
            
            Total Stockholders'
      Equity (Deficit)Balance, March 29,
      2006 (inception)
            
            
            -
            
            
            $
            -
            
            
            $
            -
            
            
            $
            -
            
            
            $Common
      stock issued for cash
              At
      $0.0001 per share
            
            
            5,000,000
            
            
            
            5,000
            
            
            
            (4,500
            )
            
            
            -
            
            
            
            500.00Net loss for the
      period ended April 30, 3006
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            (2,040
            )
            
            
            (2,040
            )Balance, April 30,
      2006 unaudited
            
            
            5,000,000
            
            
            
            5,000
            
            
            
            (4,500
            )
            
            
            (2,040
            )
            
            
            (2,040
            )Contribution of
      imputed interest on notes payable - related party
            
            
            -
            
            
            
            -
            
            
            
            2,330
            
            
            
            -
            
            
            
            2,330Contribution of
      salaries payable - related party
            
            
            -
            
            
            
            -
            
            
            
            9,616
            
            
            
            -
            
            
            
            9,616Common
      stock issued for cash
              At $0.10 per
      share
            
            
            888,950
            
            
            
            889
            
            
            
            88,006
            
            
            
            -
            
            
            
            88,895Net loss for the
      year ended April 30, 2007
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            (46,347
            )
            
            
            (46,347
            )Balance, April 30,
      2007 unaudited
            
            
            5,888,950
            
            
            
            5,889
            
            
            
            95,452
            
            
            
            (48,387
            )
            
            
            52,954Contribution of
      imputed interest on notes payable - related party
            
            
            -
            
            
            
            -
            
            
            
            3,441
            
            
            
            -
            
            
            
            3,441Contribution of
      salaries - related party
            
            
            -
            
            
            
            -
            
            
            
            7,611
            
            
            
            -
            
            
            
            7,611Net loss for the
      year ended April 30, 2008
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            (63,406
            )
            
            
            (63,406
            )Balance, April 30,
      2008
            
            
            5,888,950
            
            
            
            5,889
            
            
            
            106,504
            
            
            
            (111,793
            )
            
            
            600Contribution of
      imputed interest on notes payable - related party
            
            
            -
            
            
            
            -
            
            
            
            1,672
            
            
            
            -
            
            
            
            1,672Contribution of
      salaries - related party
            
            
            -
            
            
            
            -
            
            
            
            4,808
            
            
            
            -
            
            
            
            4,808Net loss for the
      year ended April 30, 2009
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            (38,890
            )
            
            
            (38,890
            )Balance, April 30,
      2009
            
            
            5,888,950
            
            
            $
            5,889
            
            
            $
            112,984
            
            
            $
            (150,683
            )
            
            $
            (31,810
            )













The
accompanying notes are an integral part of these financial
statements.


16




GREEN
IRONS HOLDINGS CORPORATION


(A
Development Stage Company)


Statements
of Cash Flows















For the Years Ended
      April 30,
            
            
            From Inception on
      March 29, 2006 through April 30, 20092009
            
            
            2008
            
            
            (Unaudited)CASH FLOWS FROM
      OPERATING ACTIVITIESNet
    loss
            
            $
            (38,890
            )
            
            $
            (63,406
            )
            
            $
            (150,683
            )Adjustments
      to reconcile net loss to net cash used by operating
      activities:Contribution
      of imputed interest on notes payable - related
party
            
            
            1,672
            
            
            
            3,441
            
            
            
            7,443Contribution
      of salary payable - related party
            
            
            4,808
            
            
            
            7,611
            
            
            
            22,035Changes
      in assets and liabilities:
              (Increase)
      decrease in prepaid assets
            
            
            2,733
            
            
            
            (2,733
            )
            
            
            -Increase
      in accounts payable
            
            
            675
            
            
            
            8,115
            
            
            
            10,475Net
      Cash Used by Operating Activities
            
            
            (29,002
            )
            
            
            (46,972
            )
            
            
            (110,730
            )CASH FLOWS FROM
      FINANCING ACTIVITIESProceeds from
      issuance of stock
            
            
            -
            
            
            
            -
            
            
            
            89,395Proceeds from
      related party notes
            
            
            7,100
            
            
            
            -
            
            
            
            41,513Payments on related
      party notes
            
            
            (20,000
            )
            
            
            -
            
            
            
            (20,000
            )Net Cash Provided
      (Used) by Financing Activities
            
            
            (12,900
            )
            
            
            -
            
            
            
            110,908INCREASE (DECREASE)
      IN CASH
            
            
            (41,902
            )
            
            
            (46,972
            )
            
            
            178CASH AT BEGINNING OF
      PERIOD
            
            
            42,080
            
            
            
            89,052
            
            
            
            -CASH AT END OF
      PERIOD
            
            $
            178
            
            
            $
            42,080
            
            
            $
            178




SUPPLEMENTAL DISCLOSURES
OF CASH FLOW INFORMATION:




CASH PAID
FOR:




Interest
            
            $
            -
            
            
            $
            -
            
            
            $
            18Income
      taxes
            
            $
            -
            
            
            $
            -
            
            
            $
            -





























The
accompanying notes are an integral part of these financial
statements.





17




GREEN
IRONS HOLDINGS CORPORATION


(A
Development Stage Company)


Notes
to the Financial Statements


April 30,
2009 and 2008





NOTE 1
-  ORGANIZATION
AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES




a.
            Organization
              
              Green Irons Holdings Corporation (the Company) 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. Green Irons is in the
      development stage.




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.
            Recently
      Issued Accounting Pronouncements
              
              The adoption of recently issued accounting pronouncements
      are not expected to have a material impact on Green Iron’s financial
      statements.




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 30,2009
              
              
              2008Net
    loss
              
              $
              (38,890
              )
              
              $
              (63,406
              )Weighted average
      number of shares outstanding
              
              
              588,950
              
              
              
              5,888,950Net 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.







Net deferred tax assets and
liabilities consist of the following components as of April
30:













2009
            
            
            2008Deferred tax
      assets:NOL
      carryover
            
            $
            79,807
            
            
            $
            27,397Deferred tax
      assets:
            
            
            -
            
            
            
            -Deferred tax
      liabilities:
            
            
            -
            
            
            
            -Valuation
      allowance
            
            
            (79,807
            )
            
            
            (27,397
            )Net deferred tax
      assets and liabilities:
            
            $
            -
            
            
            $
            -




18




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, 2009 and 2008 due to
the following:





2009
            
            
            2008Book income
      (loss)
            
            $
            (15,167
            )
            
            $
            (24,728
            )Contributed
      services
            
            
            2,527
            
            
            
            2,988Change in related
      party accrual
            
            
            (7,800
            )
            
            
            -Valuation
      allowance
            
            
            20,440
            
            
            
            21,740$
            -
            
            
            $
            -




At April 30, 2009, Green Irons had net operating loss carryforwards
      of approximately $79,800 that may be offset against future taxable income
      from the year 2009 through 2029. No tax benefit has been
      reported in the April 30, 2009 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.
                  
                  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 Green Irons
      did not recognize any increases in the liability for unrecognized tax
      benefits.




NOTE 2
-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 it’s 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 Irons'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 loans from our director.  However there can be no assurances
that management’s plans will be successful.





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.








NOTE 3 -
RELATED PARTY TRANSACTIONS





Wages





For the
years ended April 30, 2009 and 2008, Mr. Sandy McDougall, our sole officer and
director, 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, Green Irons had notes payable to a former officer, Andrew
Couvell, totaling $34,413.  During May 2008, Green Irons repaid Mr.
Couvell $20,000, leaving a balance of $14,413 at April 30, 2009. As of April 30,
2009, Green Irons also had notes payable to the sole officer and director, Sandy
McDougall, totaling $7,100. 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, 2009 and 2008, the former officer and the director elected to
contribute all of the $$1,672 and $3,441, respectively, of imputed interest to
additional paid-in capital.





19




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





There
have been no changes in or disagreements with our accountants since our
formation required to be disclosed pursuant to Item 304 of Regulation
S-K.





ITEM 9A. 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 (i) recorded, processed, summarized and reported within the time
periods specified in the rules and forms of the Securities and Exchange
Commission and (ii) accumulated and communicated to our principal executive and
principal financial officers to allow timely decisions regarding required
disclosure. Based upon their evaluation of those controls and procedures
performed as of April 30, 2009, the date of this report, our chief executive
officer and the chief 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.





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, 2009.   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, 2009, 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.




CHANGES
IN INTERNAL CONTROL OVER FINANCIAL REPORTING






There
have been no changes in our internal control over financial reporting (as
defined in Rules 13a-15(f) or 15d-15(f) of the Exchange Act) during our
most recently completed quarter that have materially affected, or are reasonably
likely to materially affect, our internal control over financial
reporting.




ITEM 9B. OTHER
INFORMATION.




None.




20


PART
III





ITEM 10. DIRECTORS,
EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.





EXECUTIVE
OFFICERS AND DIRECTORS


Each of
our officers is elected by the board of directors for a term of one year and
serves until his or her successor is duly elected and qualified, or until he or
she is removed from office. Our directors and principal executive officers are
as specified on the following table:





Name
            Age
            PositionSandy
      McDougall
            62
            President,
      Chief Executive Officer, Chief Financial Officer, Principal Accounting
      Officer, and a member of the Board of
Directors





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.





There are
no orders, judgments, or decrees of any governmental agency or administrator, or
of any court of competent jurisdiction, revoking or suspending for cause any
license, permit or other authority to engage in the securities business or in
the sale of a particular security or temporarily or permanently restraining any
of our officers or directors from engaging in or continuing any conduct,
practice or employment in connection with the purchase or sale of securities, or
convicting such person of any felony or misdemeanor involving a security, or any
aspect of the securities business or of theft or of any felony. Nor are any of
the officers or directors of any corporation or entity affiliated with us so
enjoined.





NOMINATING COMMITTEE





Our
entire board of directors participates in consideration of director nominees.
The board of directors will consider candidates who have experience as a board
member or senior officer of a company or who are generally recognized in a
relevant field as a well-regarded practitioner, faculty member or senior
government officer.  The board of directors will also evaluate whether
the candidates' skills and experience are complementary to the existing Board's
skills and experience as well as the board of directors' need for operational,
management, financial, international, technological or other expertise. The
board of directors will interview candidates that meet the criteria and then
select nominees that board of directors believes best suit our
needs.





The board
of directors will consider qualified candidates suggested by stockholders for
director nominations. Stockholders can suggest qualified candidates for director
nominations by writing to our Corporate Secretary, at PO Box 561, Harbour Gates
Providenciales, Turks and Caicos Islands. Submissions that are received that
meet the criteria described above will be forwarded to the board of directors
for further review and consideration. The board of directors will not evaluate
candidates proposed by stockholders any differently than other
candidates.





COMPENSATION
COMMITTEE





The board
of directors has no compensation committee.





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.




21


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 aware if our officers and directors have filed all reports
required to be filed on, respectively, a Form 3 (Initial Statement of
Beneficial Ownership of Securities), a Form 4 (Statement of Changes of
Beneficial Ownership of Securities), or a Form 5 (Annual Statement of
Beneficial Ownership of Securities).





ITEM 11. EXECUTIVE
COMPENSATION





SUMMARY
COMPENSATION TABLE





The table
set forth below summarizes the annual and long-term compensation for services in
all capacities to us payable to our principal executive officer and our only
other executive officer during the years ending April 30, 2009 and
2008.





Name
      and Principal Position
            Year
      Ended
            Salary
              $
            Bonus
              $
            Stock
      Awards
              $
            Option
      Awards
              $
            Non-Equity
      Incentive Plan Compensation
              $
            Nonqualified
      Deferred Compensation Earnings $
            All
      Other Compensation
              $
            Total
              $Sandy
      McDougall
              President,
      CEO, CFO, Principal Accounting Officer
            2009
            None
            None
            None
            None
            None
            None
            None
            None2008
            None
            None
            None
            None
            None
            None
            None
            None





None of
our officers and/or directors currently receives any compensation for their
respective services rendered to the Company. Officers and directors have agreed
to act without compensation until authorized by the Board of Directors, which is
not expected to occur until we have generated sufficient revenues from our
operations.





STOCK
OPTIONS/SAR GRANTS





No grants
of stock options or stock appreciation rights were made since our date of
incorporation on March 29, 2006.





LONG-TERM
INCENTIVE PLANS





There are
no arrangements or plans in which we provide pension, retirement or similar
benefits for directors or executive officers. We do not have any material bonus
or profit sharing plans pursuant to which cash or non-cash compensation is or
may be paid to our directors or executive officers.





EMPLOYMENT
CONTRACTS AND TERMINATION OF EMPLOYMENT





We do not
anticipate that we will enter into any employment contracts with any of our
employees. We have no plans or arrangements in respect of remuneration received
or that may be received by our executive officers to compensate such officers in
the event of termination of employment (as a result of resignation or
retirement).





OUTSTANDING EQUITY AWARDS AT FISCAL
YEAR-END





As of the
year ended April 30, 2009, the following named executive officer had the
following unexercised options, stock that has not vested, and equity incentive
plan awards:





Option  Awards
            Stock
      AwardsName
            Number
      of Securities Underlying Unexercised Options
              #
      Exercisable
            #
      Un-exercisable
            Equity
      Incentive Plan Awards: Number of Securities Underlying Unexercised
      Options
            Option
      Exercise Price
            Option
      Expiration Date
            Number
      of Shares or Units of Stock Not Vested
            Market
      Value of Shares or Units  Not Vested
            Equity
      Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights
      Not Nested
            Value
      of Unearned Shares, Units or Other Rights Not VestedSandy
      McDougall
            0
            0
            0
            0
            0
            0
            0
            0
            0





DIRECTOR
COMPENSATION. Our
directors received the following compensation for their service as directors
during the fiscal year ended April 30, 2009:





Name
            Fees
      Earned or Paid in Cash
            Stock
      Awards
              $
            Option
      Awards
              $
            Non-Equity
      Incentive Plan Compensation
              $
            Non-Qualified
      Deferred Compensation Earnings
              $
            All
      Other Compensation
              $
            Total
              $Sandy
      McDougall
            0
            0
            0
            0
            0
            0
            0





22


ITEM 12. SECURITY OWNERSHIP
OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER
MATTERS.





The
following table sets forth certain information regarding the beneficial
ownership of our common stock as of April 30, 2009, by each person or entity
known by us to be the beneficial owner of more than 5% of the outstanding shares
of common stock, each of our directors and named executive officers, and all of
our directors and executive officers as a group.





Title
      of Class
            Name
      and Address of
              Beneficial
      Owner
            Amount
      and Nature of
              Beneficial
      Owner
            Percent
      of ClassCommon
      Stock
            Sandy
      McDougall(1)
              PO
      Box 561
              Harbour
      Gates Providenciales
              Turks
      and Caicos Islands
            5,000,000
      shares
              President,
      Chief Executive Officer, Chief Financial Officer, Principal Accounting
      Officer, and a member of the Board of Directors
            85%Common
      Stock
            All
      directors and named executive officers as a group
            5,000,000
      shares
            85%


(1) Sandy
McDougall may be deemed to be a "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.





Beneficial
ownership is determined in accordance with the rules of the Securities and
Exchange Commission and generally includes voting or investment power with
respect to securities.  In accordance with Securities and Exchange
Commission rules, shares of our common stock which may be acquired upon exercise
of stock options or warrants which are currently exercisable or which become
exercisable within 60 days of the date of the table are deemed beneficially
owned by the optionees. Subject to community property laws, where applicable,
the persons or entities named in the table above have sole voting and investment
power with respect to all shares of our common stock indicated as beneficially
owned by them.





CHANGES
IN CONTROL





Ourmanagement is not aware
of any arrangements which may result in “changes in control” as that term is
defined by the provisions of Item 403(c) of Regulation S-K.





NO EQUITY
COMPENSATION PLAN





We do not
have any securities authorized for issuance under any equity compensation
plan.  We also do not have an equity compensation plan and do not plan
to implement such a plan.




ITEM 13. CERTAIN
RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
INDEPENDENCE.





RELATED
PARTY 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.




As of
April 30, 2008, we had notes payable to a former officer, Andrew Couvell,
totaling $34,413.  During May 2008, we repaid Mr. Couvell $20,000,
leaving a balance of $14,413 at April 30, 2009. As of April 30, 2009, we also
had notes payable to our sole officer and director, Sandy McDougall, totaling
$7,100.





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, 2009 and 2008, the
former officer and the director elected to contribute all of the $1,672 and
$3,441, respectively, of imputed interest to additional paid in
capital.





For the
years ended April 30, 2009 and 2008, Mr. Sandy McDougall, our sole officer and
director, 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.





There
have been no other related party transactions, or any other transactions or
relationships required to be disclosed pursuant to Item 404 of Regulation
S-K.





With
regard to any future related party transaction, we plan to fully disclose any
and all related party transactions, including, but not limited to, the
following:





·
            disclose
      such transactions in prospectuses where
  required;


·
            disclose
      in any and all filings with the Securities and Exchange Commission, where
      required;


·
            obtain
      disinterested directors consent;
and


·
            obtain
      shareholder consent where required.





DIRECTOR
INDEPENDENCE.





Members
of our Board of Directors are not independent as that term is defined by defined
in Rule 4200(a)(15) of the Nasdaq Marketplace Rules.





23


ITEM 14. PRINCIPAL
ACCOUNTANT FEES AND SERVICES.





AUDIT
FEES





The
aggregate fees billed in the fiscal year ended April 30, 2009 and 2008,
respectively, for professional services rendered by the principal accountant for
the audit of our annual financial statements and quarterly review of the
financial statements included in our Form 10-K or services that are normally
provided by the accountant in connection with statutory and regulatory filings
or engagements for that fiscal year was $15,089 and $7,500.





AUDIT-RELATED
FEES





For the
fiscal year ended April 30, 2009 and 2008, respectively we were billed a total
of $0 and $0 by a separate accountant for consulting services in
preparation for the annual audit and quarterly reviews of the financial
statements.




TAX
FEES





For the
fiscal year ended April 30, 2009 and 2008, respectively, our accountants
rendered services for tax compliance, tax advice, and tax planning work for
which we paid $0 for both years.





ALL OTHER
FEES.





None.





PRE-APPROVAL
POLICIES AND PROCEDURES





Prior to
engaging our accountants to perform a particular service, our board of directors
obtains an estimate for the service to be performed. All of the services
described above were approved by the board of directors in accordance with its
procedures.





ITEM 15.
EXHIBITS,
FINANCIAL STATEMENT SCHEDULES.





(a)
            Financial
      Statements.





Included
in Item 7





(b)
            Exhibits
      required by Item 601.





EXHIBIT
      NO.
            DOCUMENT
      DESCRIPTION3.01
            Articles
      of Incorporation*3.02
            Certificate
      of Amendment to Articles of Incorporation*3.03
            Bylaws*14.1
            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.





24





SIGNATURES




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




Green Irons Holdings,
      Corp.
                a Nevada
      corporationJune
      17, 2009
              By:
              /s/ Sandy
      McDougallSandy
      Mc DougallPresident,
      Secretary, Chief Financial Officer, Treasurer, and a director(Principal
      Executive, Financial and Accounting Officer)







In
accordance with the Exchange Act, this report has been signed below by the
following persons on behalf of the Registrant and in the capacities and on the
dates indicated.






/s/
      Sandy McDougall
            
            
            June
      17, 2009Sandy
      McDougallPresident,
      Secretary, Chief Financial Officer, Treasurer, and a director
              (Principal Executive, Financial and Accounting
    Officer)






25