Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On April 28, 2009, Victor Ayad announced his resignation from his position as a member of the Board of Directors (the "Board") of Green Builders, Inc. (the "Company"), to be effective immediately. Mr. Ayad informed the Company that his resignation was not a result of any disagreement with the Company on any matter relating to the Company's operations, policies or practices. Mr. Ayad recently entered into a new business that may result in Mr. Ayad investing in real estate in the central Texas area and selling that real estate to home and commercial builders, such as the Company and the Company's competitors. Due to this new business opportunity for Mr. Ayad, Mr. Ayad and the Company felt it was in the best interest of the Company for him to resign from his position on the Board at this time.

Item 8.01 Other Events.

On April 28, 2009, the Company issued a press release announcing that its exchange listing compliance plan submitted on February 23, 2009 to the NYSE AMEX LLC (formerly the American Stock Exchange) has been accepted. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporate herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Description

99.1 Press Release dated April 28, 2009

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