UNITED
STATES
 SECURITIES
AND EXCHANGE COMMISSION
 WASHINGTON,
D.C. 20549
 
 FORM
10-K/A
 Amendment
No. 2 to Form 10-KSB
 
 x  ANNUAL
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
 SECURITIES
EXCHANGE ACT OF 1934
  For
the fiscal year ended 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
      Amex
 
 Securities
registered pursuant to Section 12(g) of the Act:
 None
  Indicate by check mark if the
registrant is a well-known seasoned
issuer, as defined in Rule 405 of the Securities Act. Yes o   
No x
  Indicate by check mark if the
registrant is not required to file reports pursuant to Section 13 or 15(d) of
the Act.   Yes o  
 No x
  Indicate by check mark whether the
registrant (1) has filed all reports required to be filed by Section 13 or 15(d)
of the Securities Exchange Act of 1934 during the preceding 12 months (or for
such shorter period that the Registrant was required to file such reports), and
(2) has been subject to such filing requirements for the past 90
days.  Yes x   No o
  Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding
12 months (or for such shorter period that the registrant was required to submit
and post such files). Yes o  No o
  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   o
              Accelerated
      filer  o
              Non-accelerated
      filer  o
              Smaller
      reporting company  x(Do
      not check if a smaller reporting
company)
  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  May 7, 2009  the registrant had 23,135,539 outstanding shares
of common stock.
 
 
  EXPLANATORY
NOTE
  This
Amendment No. 2 on Form 10-K/A (“Amendment No. 2”) to our Annual Report on Form
10-KSB for the year ended September 30, 2008 is filed to correct certain errors
contained in the conformed copies of Exhibits 31.1 and 31.2 that relate to our
original filing. The corrected conformed copy of the certifications to our
original filing are each dated December 23, 2008, the date of the original
filing, and are filed as Exhibits 31.1 and 31.2 to this Amendment No. 2,
respectively.  This Amendment No. 2 does not reflect events occurring
after the filing of the Annual Report on Form 10-KSB on December 23, 2008, nor
does it modify or update those disclosures presented therein, expect with regard
to the specific modifications described in this Explanatory
Note.
  Pursuant
to Rule 12b-15 under the Securities Exchange Act of 1934, as a result of this
Amendment No. 2 on Form 10-K/A, the certifications pursuant to Section 302 and
Section 906 of the Sarbanes-Oxley Act of 2002, filed and furnished,
respectively, as exhibits to the original filing, have been re-executed and
re-filed as of the date of this Form 10-K/A and are included as Exhibits 31.3,
31.4 and 32 hereto. Therefore, Part III, Item 13 of the original filing has been
amended to reflect the new certifications described above.
  The
only changes from the original filing made by this Amendment No. 2 are to Part
III, Item 13 and Exhibits 31.1 and 31.2.
 
 1
  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:
      May 7, 2009
            
            President
      and Chief Executive OfficerBy:
            /s/
      Cindy HammesCindy
      HammesDate:
      May 7, 2009
            
            Vice
      President of Finance
 
 
 
  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 May 7, 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*
            
            DirectorJay
      Gouline*
            
            DirectorWilliam
      E Weber
 
 *      By
Power of Attorney
 
 
 EXHIBIT
INDEX
 LIST
OF EXHIBITS
  31.1*
            (Corrected)
      Certification of Principal Executive Officer31.2*
            (Corrected)
      Certification of Principal Financial Officer31.3*
            Certification
      of Principal Executive Officer31.4*
            Certification
      of Principal Financial Officer32*
            Certification
      of Principal Executive Officer and Principal Financial
    Officer
 * Filed herewith