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)
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Texas
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76-0547762
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(State
or Other Jurisdiction of
Incorporation
or Organization)
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(I.R.S
Employer Identification No.)
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8121
Bee Caves Rd., Austin, TX
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78746
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(Address
of Principal Executive Offices)
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(Zip
Code)
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512-732-0932
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(Issuer’s
Telephone Number)
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Securities
registered pursuant to Section 12(b) of the Act:
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Title of Each Class
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Name of Each Exchange on Which
Registered
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Common
Stock, par value $0.001 per share
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NYSE
Amex
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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):
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Large
accelerated filer
o
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Accelerated
filer
o
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Non-accelerated
filer
o
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Smaller
reporting company
x
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(Do
not check if a smaller reporting
company)
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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.
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.
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GREEN
BUILDERS, INC.
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By:
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/s/
Clark
N.
Wilson
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Clark
N.
Wilson
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Date:
May 7, 2009
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President
and Chief Executive Officer
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By:
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/s/
Cindy Hammes
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Cindy
Hammes
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Date:
May 7, 2009
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Vice
President of Finance
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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.
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Name
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Title
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/s/
Clark N.
Wilson
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Clark
N.
Wilson
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President,
Chief Executive Officer and Director
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(Principal
Executive Officer)
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/s/
Cindy Hammes
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Principal
Financial Officer
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Cindy
Hammes
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*
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Director
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Jay
Gouline
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*
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Director
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William
E Weber
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* By
Power of Attorney
EXHIBIT
INDEX
LIST
OF EXHIBITS
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31.1*
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(Corrected)
Certification of Principal Executive Officer
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31.2*
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(Corrected)
Certification of Principal Financial Officer
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31.3*
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Certification
of Principal Executive Officer
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31.4*
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Certification
of Principal Financial Officer
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32*
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Certification
of Principal Executive Officer and Principal Financial
Officer
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* Filed herewith