UNITED
STATES

SECURITIES
AND EXCHANGE COMMISSION

Washington,
D.C. 20549



FORM
10-Q/A

Amendment
No. 1





(Mark
One)



[X]
QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934



For
the quarterly period ended March 31, 2017



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 000-53875



|ECO
    BUILDING PRODUCTS, INC.                           
|----------------------------------------------------------
|(Exact
    name of registrant as specified in its charter)



|Colorado                                                                                                                |  | 20-8677788                                                                                   
|----------------------------------------------------------------------------------------------------------------------- |  | ---------------------------------------------------------------------------------------------
|(State
                                         or other jurisdiction of
        incorporation
        or organization) |  | (I.R.S.
                                         Employer
        Identification
        No.)



11568
Sorrento Valley Road, Suite 13

San
Diego, California 92121



(Address
of principal executive offices)

(ZIP
Code)



(858)
780-4747



(Registrant’s
telephone number, including area code)



N/A

(Former
name, former address, and former fiscal year, if changed since last report)



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 and
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 [  ]



Indicate
by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every Interactive
Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (section 232.405 of this chapter) during
the preceding 12 months (or such shorter period that the registrant was required to submit and post such files). 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 the definitions 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 [  ] No
[X]



APPLICABLE
ONLY TO CORPORATE ISSUERS:



Indicate
the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date:



The
number of shares outstanding of each of the issuer’s classes of common equity as of June 13, 2017: 922,934,055 shares of
common stock.


























EXPLANATORY
NOTE



The
purpose of this Amendment No. 1 (the “Amendment”) to the Quarterly Report on Form 10-Q of Eco Building Products, Inc.
(the “Company”) for the quarter ended March 31, 2017, filed with the Securities and Exchange Commission (the “SEC”)
on June 13, 2017 (the “Original Form 10-Q”), is solely to amend the number of outstanding common stock indicated on
the cover page to the Original Form 10-Q.



No
other changes have been made to the Original Form 10-Q. This Amendment speaks as of the original filing date of the Original Form
10-Q, does not reflect events that may have occurred after the original filing date, and does not modify or in any way update
disclosures made in the Original Form 10-Q.



2







ITEM
6. Exhibits



|31.1    | Certification
    of Principal Executive Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 302 of the Sarbanes-Oxley
    Act of 2002.*
|------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------
|        |                                                                                                                                                               
|31.2    | Certification
    of Principal Financial Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 302 of the Sarbanes-Oxley
    Act of 2002.*
|        |                                                                                                                                                               
|32.1    | Certification
    of Principal Executive Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley
    Act of 2002.*
|        |                                                                                                                                                               
|32.2    | Certification
    of Principal Financial Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley
    Act of 2002.*
|        |                                                                                                                                                               
|101.INS | XBRL
    Instance Document *                                                                                                                                  
|        |                                                                                                                                                               
|101.SCH | XBRL
    Taxonomy Extension Schema Document *                                                                                                                 
|        |                                                                                                                                                               
|101.CAL | XBRL
    Taxonomy Extension Calculations Linkbase Document *                                                                                                  
|        |                                                                                                                                                               
|101.DEF | XBRL
    Taxonomy Extension Definition Linkbase Document *                                                                                                    
|        |                                                                                                                                                               
|101.LAB | XBRL
    Taxonomy Extension Label Linkbase Document *                                                                                                         
|        |                                                                                                                                                               
|101.PRE | XBRL
    Taxonomy Presentation Linkbase Document *                                                                                                            












*
filed herewith



3







SIGNATURES



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



|                         | ECO
    BUILDING PRODUCTS, INC.
|------------------------ | -------------------------------
|                         |                                
|Date:
    August 2, 2017 | By:                            
|                         |                                
|                         |                                
|                         |                                





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