UNITED
STATES SECURITIES AND EXCHANGE COMMISSION
 Washington,
DC 20549
 FORM
10-Q
   [X]
              Quarterly
      Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of
      1934
  FOR
      THE QUARTERLY PERIOD ENDED JULY 31,
2008
  OR
  [   ]           Transition
Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934
 For the
transition period
from        to
  Commission
file number: 000-52687
  GREEN
IRONS HOLDINGS CORP.
 (Exact
name of registrant as specified in its charter)
  Nevada
 (State of
other jurisdiction of incorporation or organization)
  98-0489669
 (IRS
Employer Identification Number)
  PO Box
561, Harbour Gates
 Providenciales,
Turks and Caicos Islands
 (Address
of principal executive offices)
  (649)
342-1526
 (Registrant's
telephone number, including area code)
  Check
whether the issuer (1) filed all reports required to be filed by Section 13 or
15(d) of the  Exchange Act during the past 12 months (or for such
shorter  period that the registrant was required to file such
reports), and (2) has been subject to such filing requirements for the past 90
days.      Yes [ X ] No
[    ]
  Indicate
by check mark whether the Registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company.
 See definition of “large accelerated filer,” “accelerated filer” and
“smaller reporting company” in Rule 12b-2 of the Exchange Act.  (Check
one):
  Large
accelerated filer [  ]      Accelerated filer [
 ]       Non-accelerated filer [  ]
     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). Yes [ X ] No [   ]
  State the
number of shares outstanding of each of the issuer's classes of common equity,
as of the latest practicable date: September 12, 2008: 5,888,950 common shares
outstanding.
 Transitional
Small Business Disclosure Format (Check one):  Yes
[  ]     No [X]
    1
     TABLE
OF CONTENTS
    ITEM
      NUMBER AND CAPTION
              PAGEPART
      IITEM
      1.
              Financial
      Statements
              3ITEM
      2.
              Management’s
      Discussion and Analysis of Financial Condition and Results of
      Operations
              6ITEM
      3.
              Quantitative
      and Qualitative Disclosures About Market Risk
              7ITEM
      4T.
              Controls
      and Procedures
              7PART
      IIITEM
      2.
              Unregistered
      Sales of Equity Securities and Use of Proceeds
              8ITEM
      6.
              Exhibits
              9
   2
 
 PART
I - FINANCIAL INFORMATION
   ITEM
1. FINANCIAL STATEMENTS
   The
accompanying unaudited interim financial statements of Green Irons Holdings
Corporation (“Green Irons”) have been prepared in accordance with accounting
principles generally accepted in the United States of America and the rules of
the Securities and Exchange Commission (“SEC”), and should be read in
conjunction with the audited financial statements and notes thereto contained in
Green Irons’ Form 10-KSB filing with the SEC. In the opinion of management, all
adjustments, consisting of normal recurring adjustments, necessary for a fair
presentation of financial position and the results of operations for the interim
periods are not necessarily indicative of the results that may be expected for
the full year. Notes to the financial statements that would substantially
duplicate the disclosure contained in the audited financial statements for
fiscal 2008 as reported as reported in the Form 10-KSB filing with the SEC have
been omitted.
     GREEN
IRONS HOLDINGS CORPORATION
 (A
Development Stage Company)
 Balance
Sheets
 (Unaudited)
  ASSETS
 
  July
      31, 2008
              
              
              April
      30, 2008CURRENT
      ASSETS$
              13,643
              
              
              $
              42,080Cash
              
              
              -
              
              
              
              2,733Prepaid
      expensesTotal
      Current Assets
              
              $
              13,643
              
              
              
              44,813TOTAL
      ASSETS
              
              $
              13,643
              
              
              $
              44,813
  
     LIABILITIES AND
STOCKHOLDERS’ EQUITY (DEFICIT)
   July
      31, 2008
              
              
              April
      30, 2008CURRENT
      LIABILITIESAccounts
      payable
              
              $
              14,873
              
              
              $
              9,800Notes
      payable - related party (Note 2)
              
              
              14,413
              
              
              
              34,413Total
      Current Liabilities
              
              
              29,286
              
              
              
              44,213TOTAL
      LIABILITIES
              
              
              29,286
              
              
              
              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
              
              
              108,112
              
              
              
              106,504Deficit
      accumulated during the development stage
              
              
              (129,644
              )
              
              
              (111,793
              )Total
      Stockholders' Equity (Deficit)
              
              
              (15,634
              )
              
              
              600TOTAL
      LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
              
              $
              13,634
              
              
              $
              44,813
    
  
 The
accompanying notes are an integral part of these unaudited financial
statements.
  3
  GREEN
IRONS HOLDINGS CORPORATION
 (A
Development Stage Company)
 Statements
of Expenses
 (Unaudited)
 
 For
      the Three Months Ended July 31,
              
              
              From
      Inception on March 29, 2006, through July 31, 20082008
              
              
              2007EXPENSESProfessional
      and legal fees
              
              $
              15,056
              
              
              $
              20,493
              
              
              $
              99,497Salary
      and wages
              
              
              1,202
              
              
              
              2,404
              
              
              
              18,429General
      and administrative
              
              
              1,187
              
              
              
              49
              
              
              
              5,507Total
      Expenses
              
              
              17,445
              
              
              
              22,946
              
              
              
              123,433OPERATING
      LOSS
              
              
              (17,445
              )
              
              
              (22,946
              )
              
              
              (123,433
              )OTHER
      EXPENSESInterest expense
              
              
              (406
              )
              
              
              (914
              )
              
              
              (6,211
              )(406
              )
              
              
              (914
              )
              
              
              (6,211
              )NET
      LOSS
              
              $
              (17,851
              )
              
              $
              (23,860
              )
              
              $
              (129,644
              )BASIC
      AND FULLY DILUTED LOSS PER SHARE
              
              $
              (0.00
              )
              
              $
              (0.00
              )WEIGHTED
      AVERAGE NUMBER OF SHARES OUTSTANDING
              
              
              5,888,950
              
              
              
              5,888,950
  
     GREEN
IRONS HOLDINGS CORPORATION
 (A
Development Stage Company)
 Statements
of Cash Flows
 (Unaudited)
   For
      the Three Months Ended July 31,
              
              
              From
      Inception on March 29, 2006, through July 31, 20082008
              
              
              2007CASH
      FLOWS FROM OPERATING ACTIVITIESNet
      loss
              
              $
              (17,851
              )
              
              $
              (23,860
              )
              
              $
              (129,644
              )Adjustments
      to reconcile net loss to net cash used by operating
      activities:Contribution
      of imputed interest on notes payable - related party
              
              
              406
              
              
              
              860
              
              
              
              6,177Contribution
      of salaries - related party
              
              
              1,202
              
              
              
              2,404
              
              
              
              18,429(Increase)
      decrease in prepaid assets
              
              
              2,733
              
              
              
              -
              
              
              
              -Increase
      (decrease) in accounts payable
              
              
              5,073
              
              
              
              1,162
              
              
              
              14,873Net
      Cash Used by Operating Activities
              
              
              (8,437
              )
              
              
              (19,434
              )
              
              
              (90,165
              )CASH
      FLOWS FROM FINANCING ACTIVITIESProceeds
      from issuance of stock
              
              
              -
              
              
              
              -
              
              
              
              89,395Proceeds
      from related party notes
              
              
              -
              
              
              
              -
              
              
              
              34,413Payments
      on notes payable
              
              
              (20,000
              )
              
              
              -
              
              
              
              (20,000
              )Net
      Cash Provided (Used) by Financing Activities
              
              
              (20,000
              )
              
              
              -
              
              
              
              103,808INCREASE
      (DECREASE) IN CASH
              
              
              (28,437
              )
              
              
              (19,434
              )
              
              
              13,643CASH
      AT BEGINNING OF PERIOD
              
              
              42,080
              
              
              
              89,052
              
              
              
              -CASH
      AT END OF PERIOD
              
              $
              13,643
              
              
              $
              69,618
              
              
              $
              13,643SUPPLEMENTAL
      DISCLOSURES OF CASH FLOW INFORMATION:CASH
      PAID FOR:Interest
              
              $
              -
              
              
              $
              18
              
              
              $
              18Income
      tax
              
              $
              -
              
              
              $
              -
              
              
              $
              -
  The
accompanying notes are an integral part of these unaudited financial
statements.
  4
  
 GREEN
IRONS HOLDINGS CORPORATION
 (A
Development Stage Company)
 Notes
to the Financial Statements
 July 31,
2008 and April 30, 2008
  NOTE 1
- BASIS OF FINANCIAL STATEMENT PRESENTATION
  The
financial statements presented are those of Green Irons Holdings Corporation
(Green Irons). The accompanying unaudited financial statements have been
prepared by Green Irons pursuant to the rules and regulations of the Securities
and Exchange Commission. Certain information and footnote disclosures normally
included in financial statements prepared in accordance with accounting
principles generally accepted in the United States of America have been
condensed or omitted in accordance with such rules and regulations. The
information furnished in the interim financial statements includes normal
recurring adjustments and reflects all adjustments, which, in the opinion of
management, are necessary for a fair presentation of such financial statements.
Although management believes the disclosures and information presented are
adequate to make the information not misleading, it is suggested that these
interim financial statements be read in conjunction with Green Irons’ most
recent audited financial statements. Operating results for the three months
ended July 31, 2008 are not necessarily indicative of the results that may be
expected for the year ending April 30, 2009.
  NOTE 2 -
RELATED PARTY TRANSACTIONS
  Salaries
  Mr. Sandy
McDougall, president and chief executive officer contributed $1,202 in imputed
wages to capital, which represents an annual salary based on 200 hours worked
per year at$50,000 per year.
  Notes Payable – Related
Party
  As of
July 31, 2008, Green Irons had notes payable to Andrew Couvell, a former officer
and director, totaling $14,413.  The notes are unsecured, due upon
demand and have been imputing interest at the rate of 10% per
annum.  For the period ended July 31, 2008, $406 of imputed interest
was added to additional paid in capital.  During May 2008, Green Irons
repaid $20,000 of the note upon request for payment from Mr.
Couvell.
  NOTE 3 -
GOING CONCERN
  Green
Irons' 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,
has negative working capital, and a deficit in stockholders'
equity.  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 ability to continue
as a going concern are as follows:
  Green
Irons 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.
  If
additional funds are raised through the issuance of equity securities, the
percentage ownership of Green Irons then-current stockholders would be
diluted.  If additional funds are raised through the issuance of debt
securities, Green Irons will incur interest charges until the related debt is
paid off.
  The
ability of Green Irons to continue as a going concern is dependent upon its
ability to successfully accomplish the plan described in the preceding paragraph
and eventually attain profitable operations. The accompanying financial
statements do not include any adjustments that might be necessary if Green Irons
is unable to continue as a going concern.
   5
  
 Item 2.  Management’s Discussions and Analysis
of Financial Condition and Results of Operations.
  Forward-looking
Statements
  The
following discussion of the financial condition and results of operations of
Green Irons should be read in conjunction with the financial statements and the
related notes thereto included elsewhere in this quarterly report for the period
ended July 31, 2008. This quarterly report contains certain forward-looking
statements and Green Irons future operating results could differ materially from
those discussed herein. Certain statements contained in this Report, including,
without limitation, statements containing the words "believes", "anticipates,"
"expects" and the like, constitute "forward-looking statements" within the
meaning of Section 27A of the Securities Act of 1933, as amended, and Section
21E of the Securities Exchange Act of 1934, as amended. Such forward-looking
statements involve known and unknown risks, uncertainties and other factors
which may cause the actual results, performance or achievements of Green Irons
to be materially different from any future results, performance or achievements
expressed or implied by such forward-looking statements. Given these
uncertainties, readers are cautioned not to place undue reliance on such
forward-looking statements. Green Irons disclaims any obligation to update any
such factors or to announce publicly the results of any revisions of the
forward-looking statements contained or incorporated by reference herein to
reflect future events or developments.
  Business
  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
been a development stage corporation since inception and have not commenced
operations nor generated or realized any revenues from our business operations.
The ability of Green Irons to emerge from the development stage with respect to
its planned principal operations is dependent upon its ability to secure market
acceptance of its business plan and to generate sufficient revenue through
operations and/or raise additional funds. There is no guarantee that Green Irons
will be able to complete any of the above objectives and, even if it does
accomplish certain objectives, there is no guarantee that Green Irons will
attain profitability. These factors raise substantial doubt regarding Green
Irons' ability to continue as a going concern. In their report letter dated July
29, 2008, our auditors issued a going concern opinion. This means that our
auditors believed there was substantial doubt as to whether we can continue as
an on-going business. The financial statements do not include any adjustments to
reflect the possible future effect on the recoverability and classification of
the assets or the amounts and classification of liabilities that may result from
the outcome of this uncertainty.
  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
guarantee 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.
  To date,
Green Irons has not generated any revenues. Management is currently devoting
much of its time to developing a market for its business and considering other
avenues of obtaining funds. At July 31, 2008, Green Irons had $13,643 in cash
and $29,286 in liabilities. If sufficient revenue is not generated within three
months time, then we anticipate that cash reserves will be exhausted. Presently,
we do not have sufficient funds to commence operations. For Green Irons to
remain in business for more than three months, we believe that we will need to
raise additional funds through loans and/or equity financing. If we need
additional cash and cannot raise it then we will either have to suspend
operations until we do raise the cash or cease operations entirely. If we need
additional funds, then we will need to find alternative sources, such as a
second public offering, a private placement of securities, or loans from
management or others in order for us to maintain our operations. Other than as
described in this paragraph, we have no other financing plans and have not made
any arrangements to raise additional cash.
  6
  Financial
Condition, Liquidity and Capital Resources
  Since
inception on March 29, 2006, the purpose of our Company has been to provide 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; and
(2) create, develop, and sell golf instructional videos to our customers and
other interested parties. Our principal capital resources have been acquired
through issuance of common stock.
  On
November 30, 2006, the Securities and Exchange Commission issued an order
declaring our SB-2 Registration Statement effective pursuant to section 8(a) of
the Securities Act of 1933, as amended.
  On April
17, 2007, we completed our public offering by raising $88,950. We sold 888,950
shares of our common stock at an offering price of ten cents per
share.
  On August
27, 2007, subsequent to submission of information pursuant to NASD Rule 6640 and
Rule 15c2-11 under the Securities Exchange Act of 1934, we received approval
from the Financial Industry Regulatory Authority for an unpriced quotation of
our common stock on the OTC Bulletin Board and Pink Sheets. We were assigned the
ticker symbol GIHO.
  At July
31, 2008, we had negative working capital of $15,643 compared to positive
working capital of $600 at April 30, 2008. This decrease in working capital is
primarily the result of payment of professional and administrative
fees.
  At July
31, 2008, our Company had total assets of $13,643 consisting of cash, which
compares with our total assets at April 30, 2008, of $44,813 consisting of cash
of $42,080 and prepaid expenses of $2,733. This change is the result of payment
of professional and administrative fees and the partial repayment of funds
loaned to the Company by a past officer.
  At July
31, 2008, our total liabilities were $29,286 consisting of accounts payable of
$14,873 and a note payable of $14,413. Our total liabilities at April 30, 2008,
were $44,213 consisting of a note payable of $34,413 and $$9,800 of accounts
payable.
  We have
not had revenues since inception. Until Green Irons commences business
operations, we anticipate surviving with its current cash reserves. If possible,
although there is no assurance or guarantee, Green Irons may receive funds from
shareholder loans and/or funding from sales of its securities.
  We have
no long-term debt and does not regard long-term borrowing as a good, prospective
source of financing.
  We have
not conducted any product research or development. We do not expect to purchase
or sell any significant equipment nor do we expect any significant changes in
the number of our employees.
  Results
of Operations
  For The Three Months Ended
July 31, 2008 Compared to The Three Months Ended July, 2007.
  We posted
a loss of $17,851 for the three months ending July 31, 2008. The components of
the loss were $16,243 in administration and professional fees; $1,202 in imputed
salary and wages expense and $406 in imputed interest expense. Operating
expenses for the three months ending July 31, 2008, were $17,445, compared to
operating expenses of $22,946 for the three months ending July 31,
2007.
  Item
3. Quantitative and Qualitative Disclosures About Market Risk
  Not
Applicable.
  Item
4T.  Controls and Procedures
  Evaluation
of disclosure controls and procedures
  We
maintain disclosure controls and procedures that are designed to ensure that
information required to be disclosed in Green Irons' Securities Exchange Act of
1934 reports is recorded, processed, summarized and reported within the time
periods specified in the SEC's rules and forms, and that such information is
accumulated and communicated to Green Irons' management, including its Chief
Executive Officer and Chief Financial Officer, as appropriate, to allow timely
decisions regarding required disclosure.
  Our
management carried out an evaluation, under the supervision and with the
participation of Green Irons' management, including Green Irons' Chief Executive
Officer and Chief Financial Officer, of the effectiveness of the design and
operation of Green Irons' disclosure controls and procedures pursuant to
Exchange Act Rule 13a-15(e). Based upon the foregoing, Green Irons' Chief
Executive Officer and Chief Financial Officer concluded that Green Irons'
disclosure controls and procedures are effective in connection with the filing
of this Quarterly Report on Form 10-Q for the quarter ended July 31,
2008.
  Changes
in internal control over financial reporting
  There
were no significant changes in Green Irons' internal controls over financial
reporting or in other factors that could significantly affect these controls
subsequent to the date of their evaluation, including any significant
deficiencies or material weaknesses of internal controls over financial
reporting that would require corrective action.
   7
 Part
II.  OTHER INFORMATION
 
 ITEM
6.  EXHIBITS AND REPORTS ON FORM 8-K.
  (a)
Reports on Form 8-K
  No
reports on Form 8-K were filed during the quarter for which this report is
filed.
  (b)
Exhibits
  31 -
Certification of Principal Executive Officer and Principal Financial Officer
filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
  32 -
Certification of Principal Executive Officer and Principal Financial Officer
pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
  SIGNATURES
  Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has
caused this report to be signed on its behalf by the undersigned thereunto duly
authorized.
   
 GREEN
      IRONS HOLDINGS CORP.
                (Registrant)Date:
      September 12, 2008
              By:
              /s/
      Sandy McDougallSandy
      McDougallPresident,
      Chief Executive Officer, Chief Financial Officer, Principal Accounting
      Officer, Secretary, Treasurer, and a member of the Board of
      Directors
 
 8