UNITED
STATES
 SECURITIES
AND EXCHANGE COMMISSION
 WASHINGTON,D.C.20549
 
 FORM
10-KSB /A
 Amendment
No. 1
 
 x  ANNUAL
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
 SECURITIES
EXCHANGE ACT OF 1934
  For
the fiscal year ended September 30,
2008
 
 OR
 o  TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
 SECURITIES
EXCHANGE ACT OF 1934
 
 Commission
file number: 000-23819
  GREEN
BUILDERS, INC.
 (Exact
Name of Small Business Issuer as Specified in Its Charter)
  Texas
            
            76-0547762(State
      or Other Jurisdiction of
              Incorporation
      or Organization)
            
            (I.R.S
      Employer Identification No.)8121
      Bee Caves Rd., Austin, TX
            
            78746(Address
      of Principal Executive Offices)
            
            (Zip
      Code)512-732-0932(Issuer’s
      Telephone Number)
 
 Securities
registered pursuant to Section 12(b) of the Act:
 
 Title of Each
      Class
            Name of Each Exchange
      on Which RegisteredCommon
      Stock, par value $0.001 per share
            NYSE
      Alternext
 
 Securities
registered pursuant to Section 12(g) of the Act:
 None
 
 Check
whether the issuer is not required to file reports pursuant to Section 13 or
15(d) of the Exchange Act.  ̈
  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.
  x
Yes  No   ̈
 
 Check if
there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B contained in this form, and no disclosure will be contained, to
the best of registrant’s knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-KSB or any
amendment to this Form 10-K. 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
issuers revenues for its most recent fiscal year. $8,993,204
  The
aggregate market value of the voting and non-voting common equity held by
non-affiliates of the registrant, based upon the closing sale price of its
common stock on December 22, 2008 was approximately $1,483,672 (affiliates
being, for these purposes only, directors, executive officers and holders of
more than 10% of the registrant’s common stock).
  As of
December 22, 2008 the registrant had 23,135,539 outstanding shares of common
stock.
  
 
  TABLE
OF CONTENTS
  Item
      9.
                                Directors,
      Executive Officers, Promoters and Control Persons and Corporate
      Governance; Compliance with Section
                                  16(a)
      of the Exchange Act
                                1Item
      10.
                                Executive
      Compensation
                                3Item
      11.
                                Security Ownership of
      Certain Beneficial Owners and Management and Related Stockholder
      Matters
                                5Item
      12.
                                Certain Relationships
      and Related Transactions, and Director Independence
                                7Item
      13.
                                Exhibits
                                8Item
      14.
                                Principal Accountant
      Fees and Services
                                8
    
  EXPLANATORY
NOTE
  Green
Builders, Inc. (the “Company”) is filing this Amendment No. 1 to Annual
Report on Form 10-KSB for the fiscal year ended September 30, 2008 (this
“Amendment No. 1”)  to include the information required to be
contained in Part III, Items 9, 10, 11, 12 and 14 of Form 10-K.  The
Company had previously reported that such information would be incorporated by
reference to its definitive proxy statement to be filed pursuant to Regulation
14A.  However, the Company’s definitive proxy statement will not be
filed prior to January 28, 2009, and, according to General Instruction E(3) to
Form 10-KSB, it hereby amends its previously filed Annual Report on Form 10-KSB
(filed on December 23, 2008) to include the required
information.  This Amendment No. 1 includes only Items 9, 10, 11, 12,
13 and 14 of Form 10-KSB, and the Company is not amending or supplementing any
other information in such previously filed Annual Report on Form 10-KSB (other
than the amendments to Item 13 required by the filing of this Amendment No.
1.
  PART
III
   Item
9.  Directors, Executive Officers, Promoters and Control Persons and
Corporate Governance; Compliance with Section 16(a) of the Exchange
Act
  Directors
of Green Builders
 
 The
following table sets forth, for each of our directors as of January 28, 2009,
his name, title, age and the year in which he first became a director of the
Company.
 
 Name
                  Title
                  Age
                  Began
      ServiceClark
      N. Wilson
                  Director
      and Chairman
                  52
                  2005Victor
      Ayad
                  Director
                  51
                  2007Jay
      Gouline
                  Director
                  56
                  2006William
      Weber
                  Director
                  57
                  2008
 
  Clark N. Wilson has served as
the Chairman of the Board and as our President and Chief Executive Officer since
October 2005. Beginning in 2002, Mr. Wilson served as a principal in Athena
Equity Partners-Hays, L.P., a Texas limited partnership that specialized in
commercial real estate investments, which merged with Wilson Family Communities,
Inc. in May 2005. Mr. Wilson served as the President and Chief Executive Officer
of Clark Wilson Homes, Inc., a subsidiary of Capital Pacific Holdings, from 1992
to 2002. Previously, Mr. Wilson was the President of Doyle Wilson Homebuilder,
Inc., serving in that position in 1992. Mr. Wilson served as Vice President of
Doyle Wilson Homebuilder, Inc. from 1986 to 1992. Mr. Wilson attended Amarillo
College and the University of Texas at Austin, and has nearly 25 years of
experience in the homebuilding industry.
  Victor Ayad has served as a
director of our company since June 2007.  Mr. Ayad has been a
self-employed management consultant for acquisition and investment banking
matters since 2004. Mr. Ayad was also the President of Green Builders, Inc.
until its acquisition by the Company in June 2007. From 1991 to 2004, Mr. Ayad
served as the co-founder and managing partner of Eastbridge Partners, LP,
(formerly Asset Recovery Fund, Inc.), a privately-held real estate investment
company specializing in distressed and turnaround assets.
  Jay Gouline has served as a
director of our company since March 2006. Since 1982, Mr. Gouline has served as
the Managing Member of Mayfield Associates, LLC, and the President of the
General Partner of its predecessor in interest, Mayfield Associates Limited
Partnership, a private company engaged in real estate acquisition, development
and property management activities.  From 1982 until 2007, Mr. Gouline
also served as President of Springlake Corporation, a private company engaged in
real estate acquisition, development and property management activities. Since
1991, Mr. Gouline also has served as an instructor at the Edward Saint John
School of Real Estate at Johns Hopkins University. From September 1985 to May
1991, Mr. Gouline served as an instructor at the University of Maryland,
University College. Mr. Gouline holds a B.A. in Economics and Political Science
from Lake Forest College and an MBA with majors in Finance and Accounting from
the University of Chicago.
  1
  Bill
Weberhas
served as a director of our company since September 2008.Mr.
Weber is the Principal and CEO of Weber Homes, a privately-held home building
company involved in acquiring land, processing approvals, land development,
construction and sales of new homes.  He has served in that capacity
since 2005.  From 1996 to 2005, Mr. Weber was Division President for
the Metro New York/New Jersey division of Pulte Home
Corporation.  From 1985 to 1996, Mr. Weber served in various
capacities, including Vice President of Operations for the New Jersey division
of K. Hovnanian Enterprises.  Mr. Weber holds a B.B.A. in Marketing
from the University of Houston and a MBA in Finance from Sam Houston State
University.  Mr. Weber is a licensed New Jersey Real Estate
Broker.
  Communications
with the Board
  Shareholders
and other interested parties may communicate with one or more members of the
Board or the non-management directors as a group in writing by regular mail. The
following address may be used by those who wish to send such communications by
regular mail:
  [Board
of Directors] or [Name of Individual Director(s)]
 Green
Builders, Inc.
 c/o
Corporate Secretary
 8121
Bee Caves Road
 Austin,
Texas  78746
 
 Any
such communication must contain (i) a representation that the shareholder is a
holder of record of stock of the corporation, (ii) the name and address, as they
appear on the Company’s books, of the shareholder sending such communication,
and (iii) the class and number of shares of Green Builders, Inc. common stock
that are beneficially owned by such shareholder.
  The
Board has instructed the Corporate Secretary to review all communications so
received and to exercise his discretion not to forward to the Board
correspondence that is inappropriate such as business solicitations, frivolous
communications and advertising, routine business matters (i.e. business
inquiries, complaints, or suggestions) and personal grievances. However, any
director may at any time request the Corporate Secretary to forward any and all
communications received by the Corporate Secretary and not forwarded to the
Board.
  Executive
Officers
 
 The
following sets forth the biographical information for each of Green Builder’s
executive officers as of January 28, 2009.
 
 Clark N.
Wilson.  See Mr. Wilson’s biography above.
  Cindy Hammes,30, has served as our Vice
President of Finance since January 2008.  From May 2007 to January
2008, she served as Controller of Wilson Holdings, Inc.  From July
2006 to May 2007, Ms. Hammes served as Controller for Andrew Harper Travel, a
privately-held luxury travel services company.  From November 2003 to
May 2006, Ms. Hammes served in various capacities at Capital Pacific Homes, a
privately-held national homebuilding company, including as Controller/Division
CFO and Senior Financial Analyst.  From August 2001 to November 2003,
Ms. Hammes served in various capacities at Deloitte and Touche, LLP, including
as a Senior Auditor.  Ms. Hammes is a Certified Public Accountant and
holds a B.S. in Finance and Accounting from Kansas State
University.
  Section
16(a) Beneficial Ownership Reporting Compliance
  Under
the securities laws of the United States, the Company’s directors, its executive
officers, and any persons holding more than ten percent of a registered class of
the Company’s equity securities are required to report their ownership of the
Company’s common stock and other equity securities and any changes in that
ownership to the SEC.  Based solely upon a review of forms received by
us and written representations of the reporting persons, we believe that all
filing requirements applicable to the Company’s officers, directors and greater
than 10% shareholders have been met for the fiscal year ended September 30,
2008.
  2
  Code
of Business Conduct and Ethics
  We
have adopted a Code of Business Conduct and Ethics that applies to all officers,
directors, employees and consultants. The code is intended to comply with Item
406 of Regulation S-B of the Securities Exchange Act of 1934. Our Code of
Business Conduct and Ethics is posted on our Internet website under the
“Corporate Governance” tab of our “Investors” page. Our Internet website address
is http://www.greenbuildersinc.com.
  Audit
Committee
  Our
Audit Committee oversees our accounting and financial reporting processes,
internal systems of accounting and financial controls, relationships with
independent auditors, and audits of financial statements. Specific
responsibilities include the following:
  ·
            selecting,
      hiring and terminating our independent
  auditors;
  ·
            evaluating
      the qualifications, independence and performance of our independent
      auditors;
  ·
            approving
      the audit and non-audit services to be performed by our independent
      auditors;
  ·
            reviewing
      the design, implementation, adequacy and effectiveness of our internal
      controls and critical accounting
policies;
  ·
            overseeing
      and monitoring the integrity of our financial statements and our
      compliance with legal and regulatory requirements as they relate to
      financial statements or accounting
matters;
  ·
            reviewing
      any earning announcements and other public announcements regarding our
      results of operations in collaboration with our management and independent
      auditors; and
  ·
            preparing
      the report that the Securities and Exchange Commission requires in our
      annual proxy statement.
  Our
Audit Committee is comprised of Messrs. Gouline and Weber. Mr. Gouline serves as
Chairman of the Audit Committee. Our Board of Directors has determined that all
members of the Audit Committee are independent under the rules of the Securities
and Exchange Commission. The Board further has determined that both Mr. Gouline
and Mr. Weber qualify as an “audit committee financial expert,” as defined by
the rules of the Securities and Exchange Commission.
   Item
10.  Executive Compensation
  Summary
Compensation Table
  Summary
Compensation Table
  Name
      & Principal
                            Position
                        
                        Year(1)
                        
                        Salary
                            ($)
                        
                        Option
                            Awards
                            ($)(2)
                        
                        All
      Other Compensation
                            ($)
                        
                        Total
                            ($)Clark
      N. Wilson,
                        
                        2008
                        
                        276,000
                        
                        –
                        
                        –
                        
                        276,000Chairman,
      President
                        
                        2007
                        
                        203,138
                        
                        –
                        
                        1,061
                        
                        204,199&
CEO
                        
                        2006
                        
                        240,000
                        
                        –
                        
                        4,275
                        
                        244,275Cindy
      Hammes
                        
                        2008
                        
                        112,500
                        
                        –
                        
                        –
                        
                        112,500Vice President
      ofFinance(3)David
      Goodrum,
                        
                        2008
                        
                        120,750
                        
                        –
                        
                        –
                        
                        120,750Former VP
    of
                        
                        2007
                        
                        93,750
                        
                        90,000
                        
                        –
                        
                        183,750Land
      Development(4)
                        
                        2006
                        
                        102,500
                        
                        5,250
                        
                        6,000
                        
                        113,750
  3
  The
Company has not granted any bonuses, stock awards, non-equity incentive plan
compensation or nonqualified deferred compensation earnings in any of the
periods represented by this table and those columns have been
omitted.
 
 (1)      All
amounts listed for 2008 are for the fiscal year beginning October 1, 2007 and
ending September 30,  2008.  All amounts listed for 2007 are
for the transitional period beginning January 1, 2007 and ended September 30,
2007.  All amounts listed for 2006 are for the
year  beginning January 1, 2006 and ending December 31,
2006.
 (2)      Amounts
calculated pursuant to SFAS 123R.
 (3)      Ms.
Hammes has served as our Vice President of Finance since January 2008 and as our
Controller from May 2007 to January 2008.
 (4)      Mr.
Goodrum served as our Vice President of Land Development until
September  2008.
 
  Outstanding
Equity Awards at Fiscal 2008 Year-End
  Option
      Awards
            
            Stock
      AwardsName
            
            Number
      of
              Securities
              Underlying
              Options(#)
              Exercisable
            
            Number
      of
              Securities
              Underlying
              Unexercised
              Options(#)
              Unexercisable
            
            Equity
      Incentive
              Plan
      Awards:
              Number
      of
              Securities
              Underlying
              Unexercised
              Unearned
              Options(#)
            
            Option
      Exercise
              Price
      ($)
            
            Option
      Expiration
              Date
            
            Number
      of Shares
              or
      Units of Stock
              That
      Have Not
              Vested
      (#)
            
            Market
      Value of
              Shares
      or Units
              of
      Stock That
              Have
      Not Vested
              ($)
            
            Equity
      Incentive
              Plan
      Awards:
              Number
      of
              Unearned
              Shares,
      Units or
              Other
      Rights
              That
      Have Not
              Vested
      (#)
            
            Equity
      Incentive
              Plan
      Awards:
              Market
      or
              Payout
      Value of
              Unearned
              Shares,
      Units or
              Other
      Rights
              That
      Have Not
              Vested
      ($)(a)
            
            (b)
            
            (c)
            
            (d)
            
            (e)
            
            (f)
            
            (g)
            
            (h)
            
            (i)
            
            (j)Clark
      N. Wilson
            
            100,000
            
            –
            
            –
            
            $2.00
            
            5/28/2015
            
            33,333
            
            –
            
            –
            
            –Cindy
      Hammes
            
            50,000
            
            –
            
            –
            
            $3.25
            
            5/11/2017
            
            32,881
            
            –
            
            –
            
            –50,000
            
            –
            
            –
            
            $1.65
            
            9/16/2017
            
            32,049
            
            –
            
            –
            
            –David
      Goodrum
            
            64,167
            
            –
            
            –
            
            $2.00
            
            12/1/2008
            
            35,833
            
            –
            
            –
            
            –22,138
            
            –
            
            –
            
            $2.26
            
            12/1/2008
            
            27,862
            
            –
            
            –
            
            –26,114
            
            –
            
            –
            
            $3.25
            
            12/1/2008
            
            23,886
            
            –
            
            –
            
            –
 
 Clark N.
Wilson.All outstanding options can be
exercised.  66,667  options were vested as of September 30,
2008.
  Cindy Hammes.All
outstanding options can be exercised.  50,000 shares granted May 14,
2007, 17,188 were vested as of September 30, 2008.  50,000 shares
granted September 17, 2007, 12,991 were vested as of September 30,
2008.
  David Goodrum.All
outstanding options can be exercised.  100,000 shares granted August
30, 2005, 64,167 shares were vested as of September 30, 2008.  50,000
shares granted July 13, 2006, 22,138 of which were vested as of September 30,
2008.  50,000 shares granted May 18, 2007, 26,114 of which were vested
as of September 30, 2008.  Mr. Goodrum’s service to the Company was
terminated in September 2008 and all options owned by Mr. Goodrum expired in
December 2008 prior to exercise.
  Board
of Director Compensation
  Director
Compensation
  As the
only director on our Board of Directors who also is an employee of our company,
Clark Wilson does not receive any additional compensation for his service as a
member of our Board of Directors. We reimburse our directors for travel and
lodging expenses in connection with their attendance at Board and committee
meetings. Our non-employee directors each received an option to purchase 20,000
shares of common stock upon joining our Board.  In addition, in fiscal
2008 our non-employee directors received an annual retainer of $25,000 but did
not receive any stock options.  Audit committee members receive
additional compensation equal to $5,000 per year and compensation committee
members receive additional compensation equal to $3,000 per
year.
  4
  Director
Compensation – Fiscal 2008
  Name
              
              Fees
      Earned or
                  Paid
      in Cash
                  ($)
              
              Total
      ($)(a)
              
              (b)
              
              (h)Victor
      Ayad
              
              25,000
              
              25,000Jay
      Gouline
              
              31,500
              
              31,500William
      Weber
              
              -
              
              -Christopher
      Ney
              
              33,000
              
              33,000Barry
      Williamson
              
              33,000
              
              33,000
  The
Company did not issue any stock awards, option awards, non-equity incentive plan
compensation, nonqualified deferred compensation earnings or any other
compensation and those columns have been omitted from the table
above.
  Compensation
Committee Interlocks and Insider Participation
  None
of our executive officers serves as a member of the board of directors or
compensation committee of any entity that has one or more of its executive
officers serving as a member of our Board of Directors or Compensation
Committee. No member of the Compensation Committee of our Board of Directors
serves or has served as an officer or employee of the Company.
   Item
11.  Security Ownership of Certain Beneficial Owners and Management
and Related Stockholder Matters
  The
following table sets forth certain information known to us with respect to the
beneficial ownership of our common stock as of January 28, 2009 (unless
otherwise indicated), by:
  ·
            each
      person known by us to be a beneficial owner of five percent (5%) or more
      of our common stock;
  ·
            each
      current director;
  ·
            each
      current executive officer named in the summary compensation table above;
      and
  ·
            all
      current directors and executive officers as a
  group.
  Shares
outstanding is based on 23,135,539 shares of common stock outstanding (shares of
common stock subject to options or warrants which are currently exercisable or
will become exercisable within 60 days after January 28, 2009 or issuable upon
conversion of convertible notes are deemed outstanding for computing the
percentage for the person or group holding such shares or warrants, but are not
deemed outstanding for computing the percentage for any other person or
group).  We also currently have outstanding options to purchase
1,474,083 shares of common stock, warrants to purchase 1,143,125 shares of our
common stock at an exercise price of $2.00 per share, and convertible promissory
notes which can be converted into 8,250,000 shares of our common stock at a
conversion price of $2.00 per share. Except as indicated below, the security
holders listed possess sole voting and investment power with respect to the
shares beneficially owned by that person.
  5
 
 Name
                            Shares Owned
                            Percent of ClassDirectors
      and Executive OfficersClark
      N. Wilson (1)
                            13,699,888
                            58.6%Victor
      Ayad (2)
                            120,000
                            *Jay
      Gouline (3)
                            50,000
                            *William
      Weber (3)
                            20,000
                            *Cindy
      Hammes (3)
                            100,000
                            *Current
      Directors and Officers as a Group (6 persons)
                            13,989,888
                            59.3Other
      5% ShareholdersTejas
      Securities Group, Inc. 401(k) Plan & Trust FBO John J. Gorman, John J.
      Gorman TTEE (4)
                            4,145,213
                            17.2Grandview
      LLC (5)
                            1,946,875
                            7.7Harbert
      Management Corporation (6)
                            2,300,000
                            9.9LC
      Capital Master Fund (7)
                            2,517,170
                            9.8%
 *Less
than 1%.
 
  Notes
Regarding Beneficial Ownership Table:
  The
address for all officers and directors is c/o Green Builders, Inc., 8121 Bee
Caves Road, Austin, Texas  78746.
  (1)
Includes 12,460,826 shares held directly by Mr. Wilson, 100,000 shares issuable
upon exercise of stock options, 125,000 shares issuable upon the conversion of
convertible promissory notes, and 14,062 shares issuable upon the exercise of
warrants. Also includes 1,000,000 shares held by certain trusts for the benefit
of Mr. Wilson’s minor children. Mr. Wilson does not have voting or dispositive
power over the shares held by such trusts and Mr. Wilson disclaims beneficial
ownership of such shares.
  (2)
40,000 shares listed as owned are issuable upon exercise of stock
options.
  (3)
All shares listed as owned are issuable upon exercise of stock
options.
  (4)
Includes 900,000 shares issuable upon conversion of convertible promissory notes
and 101,250 shares issuable upon the exercise of warrants.  The
mailing address of Tejas Securities Group, Inc. 401(k) Plan & Trust FBO John
J. Gorman, John J. Gorman TTEE is 8226 Bee Caves Road, Austin, TX
78746.
  (5)
Share ownership pursuant to Schedule 13D/A filed October 3, 2006. All shares
listed as owned are issuable upon conversion of convertible promissory notes and
the exercise of warrants.  The mailing address of Grandview LLC is 666
Fifth Avenue, 8th Floor, New York, NY 10103.
  (6)
Share ownership pursuant to Schedule 13G filed June 4, 2007.  Each of
Harbert Management Corporation, Philip Falcone, Raymond J. Harbert, and Michael
D. Luce reported shared voting and dispositive power over the shares; each
specifically disclaimed beneficial ownership in such shares, except to the
extent of their pecuniary interest therein.  The mailing address of
Harbert Management Corporation is One Riverchase Parkway South, Birmingham,
Alabama 35244.
  (7)
Share ownership pursuant to Schedule 13D filed November 14, 2006. All shares
listed as owned are issuable upon conversion of convertible promissory notes and
the exercise of warrants. Pursuant to certain contractual agreements between LC
Capital Master Fund and us, LC Capital Master Fund may only elect to convert
that number of shares issuable upon conversion of its convertible promissory
notes or exercise that number of shares issuable upon exercise of its warrants
equal to 9.9% of our outstanding common stock. Absent such contractual
agreements, LC Capital Master Fund would be deemed to beneficially own 4,171,875
shares of common stock, all of which would be issuable upon conversion of
convertible promissory notes or exercise of warrants.  The mailing
address of LC Capital Master Fund is 680 Fifth Avenue, Suite 1202, New York, NY
10019.
  6
 Equity
Compensation Plan Information
   The
following table provides information as of September 30, 2008 with respect to
compensation plans under which our equity securities are authorized for
issuance.
  Plan
      Category
                
                Number
      of
                  securities
      to be
                  issued
      upon
                  exercise
      of
                  outstanding
                  options
      and
                  warrants
                
                
                Weighted
                  average
      exercise
                  price
      of
                  outstanding
                  options
      and
                  warrants
                
                
                Number
      of
                  securities
                  remaining
                  available
      for
                  future
      issuance
                  under
      equity
                  compensation
                  plansEquity
      compensation plans approved by security holders
                
                
                1,474,083
                
                
                $
                2.52
                
                
                
                1,025,917Equity
      compensation plans not approved by security holders
                
                
                -
                
                
                
                -
                
                
                
                -Total
                
                
                1,474,083
                
                
                $
                2.52
                
                
                
                1,025,917
   Item
12.  Certain Relationships and Related Transactions, and Director
Independence
  Employment
Agreement with Clark Wilson
  On
February 14, 2007, we entered into an employment agreement with Clark N. Wilson,
our President and Chief Executive Officer. The agreement provides Mr. Wilson
with a base salary of $240,000 per annum, subject to increase, but not decrease,
based on Mr. Wilson’s performance, as determined by the Compensation Committee
of the Board of Directors. In the event of the involuntary termination of Mr.
Wilson’s service with us, the agreement provides for monthly payments equal to
Mr. Wilson’s monthly salary payments to continue for 12 months. The agreement
contains a provision whereby Mr. Wilson is not permitted to be employed in any
position in which his duties and responsibilities comprise residential land
development and homebuilding in Texas or in areas within 200 miles of any city
in which we are conducting land development or homebuilding operations at the
time of such termination of employment for a period of one year from the
termination of his employment, if such termination is voluntary or for cause, or
involuntary and in connection with a corporate transaction.
  Consulting
Arrangement with Audrey Wilson
  On May
13 2008, we entered into a consulting agreement with Audrey Wilson, the wife of
Clark N. Wilson, our President and Chief Executive Officer. Pursuant to the
consulting agreement, we agreed to pay Ms. Wilson $10,000 per month for a
maximum of 6 months. Ms. Wilson agreed to devote at least twenty-five hours per
week assisting us with the following activities: (i) the establishment of
“back-office” processes for homebuilding activities, including procurement,
sales and marketing and other related activities, and (ii) developing our
marketing strategy for marketing and sale of land to homebuilders. We believe
that the services Ms. Wilson provided to us were provided at fair market
value.
  Director
Independence
  The
Board of Directors conducts its business through meetings and through its
committees.  The Board of Directors consisted of five directors at the
start of fiscal 2008, one director resigned in August 2008, one director
resigned in September 2008 and one director was added in September
2008.  The Company’s independent directors, as such term is defined in
the NYSE Alternext US LLC Rules, are Victor Ayad , William E. Weber and Jay
Gouline.  The Company’s sole non-independent director is Clarke
Wilson.  All of the members of the Company’s Audit Committee,
Compensation Committee, and Nominating and Corporate Governance Committee are
independent directors.
  7
  Item
13.  Exhibits
  The
Exhibit Index set forth below is incorporated herein by reference.
   Item
14.  Principal Accountant Fees and Services
  The
following is a summary of the fees paid or accrued to Green Builders for
professional services rendered for the fiscal year ended September 30, 2008
(fiscal 2008) and the nine month period ended September 30, 2007 (fiscal
2007):
  Fee
    Category
                                
                                Fiscal 2008
                                
                                
                                Fiscal 2007Audit
      Fees
                                
                                $
                                139,362
                                
                                
                                
                                177,918Audit-Related
      Fees
                                
                                
                                6,160
                                
                                
                                
                                -Tax
      Fees
                                
                                
                                11,760
                                
                                
                                
                                17,170All
      Other Fees
                                
                                
                                -
                                
                                
                                
                                25,910Total
      Fees
                                
                                $
                                157,282
                                
                                
                                
                                220,998
  The
aggregate fees included in the Audit Fees category are fees billed for the
fiscal years for the audit of our annual financial statements and review of
financial statements and statutory and regulatory filings or engagements. The
aggregate fees for each of the other categories are fees billed in the fiscal
years.
  Audit
Fees.  Consists of fees billed for professional services
rendered in connection with the audit of our consolidated financial statements
included in our Annual Report on Form 10-KSB, for the review of the financial
statements included in our Quarterly Reports on Form 10-QSB and registration
statement consent procedures. Audit fees in fiscal 2008 consisted of $139,362
and audit fees in fiscal 2007 consisted of $177,918.
  Audit-Related
Fees.  Consists of fees billed for consultation related to
Sarbanes-Oxley compliance.  There were no audit related fees in fiscal
2007.
  Tax Fees.  Consists
of fees billed for professional services for tax compliance, tax advice and tax
planning. These services included the preparation of our tax returns and work
performed which was related to our change in independent auditors. We had tax
fees of approximately $11,760 in fiscal 2008 and $17,170 in fiscal
2007.
  All Other
Fees.  Consists of fees incurred in connection with the
preparation and filing of our Registration Statement on Form S-1.  We
had no other fees in fiscal 2008 and other fees of approximately $25,910 in
fiscal 2007.
  Pre-Approval
Policies
  The
Audit Committee pre-approves all audit and non-audit services provided by our
independent auditors prior to the engagement of the independent auditors with
respect to such services. The Chairman of the Audit Committee has the authority
to approve any additional audit services and permissible non-audit services,
provided the Chairman informs the Audit Committee of such approval at its next
regularly scheduled meeting. Our independent registered public accounting firm
and management are required to periodically report to the Audit Committee
regarding the extent of services provided by the independent registered public
accounting firm in accordance with this pre-approval, and the fees for the
services performed to date.
  8
  SIGNATURES
  Pursuant
to the requirements of Section 13 or 15(d) 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
      BUILDERS, INC.By:
                /s/
      ClarkN.
      WilsonClarkN.
      WilsonDate:
      January 28, 2009
                
                President
      and Chief Executive Officer
 
 
 
  Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has been
signed below by the following persons on behalf of the registrant and in the
capacities indicated on January 28, 2009 .
   Name
            
            Title/s/
      Clark N.WilsonClark
      N.Wilson
            
            President,
      Chief Executive Officer and Director(Principal
      Executive Officer)/s/
      Cindy Hammes
            
            Principal
      Financial OfficerCindy
      Hammes*
            
            DirectorVictor
      Ayad*
            
            DirectorJay
      Gouline*
            
            DirectorWilliam
      E Weber
 
 *      By
Power of Attorney
 
 
  EXHIBIT
INDEX
  LIST
OF EXHIBITS
  31.1*
              Certification
      of Principal Executive Officer31.2*
              Certification
      of Principal Financial Officer32*
              Certification
      of Principal Executive Officer and Principal Financial
    Officer
 * Filed herewith