greenirons10q073108.htm
 
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
          PAGE
     
PART I
    
     
ITEM 1.
Financial Statements
3
ITEM 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
6
ITEM 3.
Quantitative and Qualitative Disclosures About Market Risk
7
ITEM 4T.
Controls and Procedures
7
     
PART II
    
     
ITEM 2.
Unregistered Sales of Equity Securities and Use of Proceeds
8
ITEM 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, 2008
  
 CURRENT ASSETS
            
   
$
13,643
    
$
42,080
  
    Cash
    
-
      
2,733
  
    Prepaid expenses
                
                 
        Total Current Assets
  
$
13,643
      
44,813
  
                 
TOTAL ASSETS
  
$
13,643 
    
$
44,813
  
 

 
 
 
 
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
 
 
   
July 31, 2008
    
April 30, 2008
  
CURRENT LIABILITIES    
            
             
 Accounts payable    
  
$
14,873
    
$
9,800
  
 Notes payable - related party (Note 2)
    
14,413
      
34,413
  
                 
    Total Current Liabilities 
    
 29,286
      
   44,213
  
                 
TOTAL LIABILITIES 
    
   29,286
      
44,213
  
                 
STOCKHOLDERS' 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
      
5,889
  
Additional paid-in capital     
    
108,112
      
106,504
  
Deficit accumulated during the development stage 
    
(129,644
) 
    
(111,793
) 
                 
    Total Stockholders' Equity (Deficit) 
    
(15,634
) 
    
600
  
                 
TOTAL 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, 2008
  
   
2008
    
2007
      
EXPENSES
                  
                   
Professional and legal fees 
  
$
15,056
    
$
20,493
    
$
99,497
  
Salary and wages 
    
1,202
      
2,404
      
18,429
  
General and administrative 
    
1,187
      
49
      
5,507
  
                         
    Total Expenses 
    
17,445
      
22,946
      
123,433
  
                         
OPERATING LOSS 
    
(17,445
) 
    
(22,946
)
    
(123,433
) 
                         
OTHER EXPENSES 
                        
                         
Interest 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, 2008
  
   
2008
    
2007
      
CASH FLOWS FROM OPERATING ACTIVITIES 
                  
                   
Net 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
      
6,177
  
Contribution 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
      
14,873
  
                         
Net Cash Used by Operating Activities 
    
(8,437
) 
    
(19,434
) 
    
(90,165
) 
                         
CASH FLOWS FROM FINANCING ACTIVITIES
                        
                         
Proceeds from issuance of stock 
    
-
      
-
      
89,395
  
Proceeds from related party notes 
    
-
      
-
      
34,413
  
Payments on notes payable 
    
(20,000
) 
    
-
      
(20,000
) 
                         
Net Cash Provided (Used) by Financing Activities 
    
(20,000
) 
    
-
      
103,808
  
INCREASE (DECREASE) IN CASH 
    
(28,437
) 
    
(19,434
) 
    
13,643
  
CASH AT BEGINNING OF PERIOD 
    
42,080
      
89,052
      
-
  
CASH AT END OF PERIOD 
  
$
13,643
    
$
69,618
    
$
13,643
  
                         
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
                        
                         
CASH PAID FOR: 
                        
                         
Interest 
  
$
-
    
$
18
    
$
18
  
Income 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 McDougall
  
   
Sandy McDougall
  
   
President, Chief Executive Officer, Chief Financial Officer, Principal Accounting Officer, Secretary, Treasurer, and a member of the Board of Directors 
  
       

 
8