INITIAL DECISION RELEASE NO. 1363

ADMINISTRATIVE PROCEEDING

FILE NO. 3-17558

UNITED STATES OF AMERICA

Before the

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

In the Matter of :

: INITIAL DECISION

BLUFOREST, INC. : March 7, 2019

APPEARANCES: David D. Whipple, Amy J. Oliver, Daniel J. Wadley, and Paul Feindt

for the Division of Enforcement, Securities and Exchange Commission

Charles Miller, President and CEO, for Bluforest, Inc.

BEFORE: Carol Fox Foelak, Administrative Law Judge

SUMMARY

This Initial Decision revokes the registration of the registered securities of Bluforest, Inc. 

The revocation is based on Bluforest’s repeated failure to file required periodic reports with the

Securities and Exchange Commission. 

I. BACKGROUND

The Securities and Exchange Commission instituted this proceeding with an Order

Instituting Proceedings (OIP) on September 20, 2016. On October 25, 2017, an Initial Decision of 

Default revoked the registration of the registered securities of Bluforest, Inc. Bluforest, Inc., Initial 

Decision Release No. 1202, 2017 SEC LEXIS 3398 (A.L.J.).

On August 22, 2018, in light of Lucia v. SEC, 138 S. Ct. 2044 (2018), the Commission 

ordered a new hearing in each pending proceeding, including this one, before an administrative law 

judge who had not previously participated in the proceeding, unless the parties expressly agreed to 

alternative procedures, including agreeing that the proceeding remain with the previous presiding 

administrative law judge. Pending Admin. Proc., Securities Act of 1933 Release No. 10536, 2018 

SEC LEXIS 2058, at *2-3. Accordingly, the proceeding was reassigned to the undersigned. 

Pending Admin. Proc., Admin. Proc. Rulings Release No. 5955, 2018 SEC LEXIS 2264 (C.A.L.J. 

Sept. 12, 2018). 

The OIP alleges that Bluforest is a Nevada corporation with its principal place of business in 

Quito, Ecuador, and provides that its Answer is due within ten days of service of the OIP on it. See

OIP at 1-2; 17 C.F.R. § 201.220(b). Following the reassignment of the proceeding, Bluforest was 

served with the OIP on October 30, 2018, in accordance with 17 C.F.R. § 201.141(a)(2)(ii), by 
service on the Nevada Secretary of State, pursuant to Nevada Revised Statute § 14.030. It failed to 

file an Answer and was ordered to show cause by November 26, 2018, why it should not be deemed 

to be in default and the registration of its securities revoked. Bluforest, Inc., Admin. Proc. Rulings 

Release No. 6320, 2018 SEC LEXIS 3215, at *2 (A.L.J. Nov. 14, 2018). 

On November 26, 2018, Charles Miller, Bluforest’s President and CEO, sent a brief email 

ascribing its failure to file periodic reports to wrongdoing by third parties and promising to become 

current within 90 days. The email was considered as a response to the Order to Show Cause and as 

Answer to the OIP; a schedule for filing dispositive motions pursuant to 17 C.F.R. § 201.250 was 

ordered. Bluforest, Inc., Admin. Proc. Rulings Release No. 6379, 2018 SEC LEXIS 3378, at *2

(A.L.J. Nov. 30, 2018) (dispositive motions due by December 21, 2018).

1

 The Division of 

Enforcement filed a Motion for Summary Disposition on December 21, 2018. Bluforest did not file an 

opposition. 

This Initial Decision is based on Bluforest’s Answer to the OIP, the Division’s motion, and 

the Commission’s public official records concerning Bluforest, of which official notice is taken 

pursuant to 17 C.F.R. § 201.323. There is no genuine issue with regard to any material fact, and 

this proceeding may be resolved by summary disposition, pursuant to 17 C.F.R. § 201.250(b). All 

arguments and proposed findings and conclusions that are inconsistent with this decision were 

considered and rejected. 

II. FINDINGS OF FACT

Bluforest, Inc. (CIK No. 1440172),

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is a Nevada corporation with its principal place of 

business in Quito, Ecuador, with a class of securities registered with the Commission pursuant to 

Exchange Act Section 12(g). Official Notice. The company is delinquent in its periodic filings 

with the Commission, having not filed any periodic reports since it filed a Form 10-Q for the period 

ended September 30, 2013. Official Notice; Answer That Form 10-Q described Bluforest as a 

Development Stage Company with a business plan of carbon offsets marketing. The Form 10-Q’s 

unaudited financial statements reported zero revenues since the 2008 date of inception and a net loss 

of $304,299,195. Bluforest’s most recent audited financial statements, contained in its Form 10-K 

for the year ended December 31, 2012, which reported zero revenues since 2008 and a net loss of 

$277,645,056 for 2012, contained a “going concern” statement, indicating doubt that the company 

would survive as a going concern for another year. 

 

1 Oppositions were due by January 11, 2019; and replies, by January 18, 2019. Bluforest, Inc., 2018 

SEC LEXIS 3378, at *2. However, the proceeding was stayed between January 16 and January 30, 

2019, as a result of the Commission’s “lapse in appropriations” and furlough of Commission 

personnel, which commenced on December 27, 2018. Pending Admin. Proc., Securities Act of 

1933 Release Nos. 10602, 2019 SEC LEXIS 5 (Jan. 16, 2019); 106103, 2019 SEC LEXIS 37. To 

ensure fairness, the undersigned set new due dates for responsive pleadings – February 20, 2019, for 

Bluforest’s opposition, and February 27, 2019, for the Division’s reply. Bluforest, Inc., Admin. 

Proc. Rulings Release No. 6424, 2019 SEC LEXIS 50, at *3 (A.L.J. Jan. 30, 2019).

2

The CIK number is a unique identifier for each corporation in the Commission’s EDGAR 

database. The user can retrieve filings of a corporation by using its CIK number. 
OTC Link (formerly “Pink Sheets”) operated by OTC Markets Group Inc. has discontinued 

the display of quotes for the Bluforest’s common stock (symbol “BLUF”); OTC’s website currently 

displays a Caveat Emptor/Grey Market warning, illustrated with a skull and crossbones, for BLUF

common stock. See https://www.otcmarkets.com/stock/BLUF/overview (last visited March 7, 

2019), of which official notice is taken pursuant to 17 C.F.R. § 201.323.

Bluforest failed to make its periodic filings because of a corrupt advisor but plans to become 

current. Answer. Its November 26, 2018, Answer sought “90 days to bring the company up to date 

[to] protect all the shareholders and their investments.” Id. Bluforest has not, however, made any 

filings since then.

III. CONCLUSIONS OF LAW

By failing to file required annual and quarterly reports, Bluforest violated Exchange Act 

Section 13(a) and Rules 13a-1 and 13a-13. 

IV. SANCTION

The Division requests that the registration of Bluforest’s securities be revoked.3 In 

proceedings pursuant to Section 12(j) of the Exchange Act against issuers that violated Exchange 

Act Section 13(a) and Rules 13a-1 and 13a-13 thereunder, the determination “of what sanctions will 

ensure that investors will be adequately protected . . . turns on the effect on the investing public, 

including both current and prospective investors, of the issuer’s violations, on the one hand, and the 

Section 12(j) sanctions, on the other hand.” Gateway Int’l Holdings, Inc., Exchange Act Release 

No. 53907, 2006 SEC LEXIS 1288, at *19-20 (May 31, 2006). The Commission “consider[s], 

among other things, the seriousness of the issuer’s violations, the isolated or recurrent nature of the 

violations, the degree of culpability involved, the extent of the issuer’s efforts to remedy its past 

violations and ensure future compliance, and the credibility of its assurances, if any, against further 

violations.” Id. at*19-20 (citing Steadman v. SEC, 603 F.2d 1126, 1139-40 (5th Cir. 1979), aff’d on 

other grounds, 450 U.S. 91 (1981)).

The violations were serious in that failure to file periodic reports violates a crucial provision 

of the Exchange Act. The purpose of the periodic reporting requirements is to publicly disclose 

current, accurate financial information about an issuer so that investors may make informed 

decisions:

The reporting requirements of the Securities Exchange Act of 1934 is the primary 

tool which Congress has fashioned for the protection of investors from negligent, 

careless, and deliberate misrepresentations in the sale of stock and securities. 

Congress has extended the reporting requirements even to companies which are 

“relatively unknown and insubstantial.”

SEC v. Beisinger Indus. Corp., 552 F.2d 15, 18 (1st Cir. 1977) (quoting legislative history); accord 

e-Smart Techs., Inc., Exchange Act Release No. 50514, 2004 SEC LEXIS 2361, at *8-9 (Oct. 12, 

 

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The only remedies available in this proceeding, pursuant to Section 12(j) of the Exchange Act, to 

address the company’s reporting violations are revocation or suspension of the registration of its 

securities. 
2004). The Commission has warned that “many publicly traded companies that fail to file on a 

timely basis are ‘shell companies’ and, as such, attractive vehicles for fraudulent stock manipulation 

schemes.” e-Smart Techs., Inc., 2004 SEC LEXIS 2361, at *9 n.14. 

Bluforest’s violations were recurrent in that it has not filed any required annual and 

quarterly reports for more than five years. Concerning the extent of its efforts to remedy its past 

violations and ensure future compliance, Bluforest has articulated an intent to become current, but 

no past-due filings have been made, and there is no indication of a date when this might occur. The 

company’s continuing losses and lack of revenue to fund the expenses of auditing or reviewing its 

financial statements and filing periodic reports bode ill for future compliance. In short, the 

violations are continuing and are likely to continue for the indefinite future. Regarding the negative 

impact of revocation on current investors, while both current and prospective investors are harmed 

by the lack of current, accurate financial information about an issuer, the interests of existing 

investors must not take precedence over those of prospective investors. See Nature’s Sunshine 

Prods., Inc., Exchange Act Release No. 59268, 2009 SEC LEXIS 81, at *32 (Jan. 21, 2009); Am.’s 

Sports Voice, Inc., Exchange Act Release No. 55511, 2007 SEC LEXIS 1241, at *15 (Mar. 22, 

2007), recons. denied, Exchange Act Release No. 55867, 2007 SEC LEXIS 1242 (June 6, 2007); 

Gateway, 2006 SEC LEXIS 1288, at *31. 

In sum, the investing public, including current shareholders, does not have – and is unlikely 

ever to have – access to complete past and current financial information. Revocation of the 

registrations of Bluforest’s registered securities will serve the public interest and the protection of 

investors, pursuant to Section 12(j) of the Exchange Act. Revocation will help ensure that the 

corporate shell is not later put to an illicit use involving publicly traded securities manipulated to the 

detriment of market participants. Further, revocation accords with Commission sanction 

considerations set forth in Gateway, 2006 SEC LEXIS 1288, at *19-20, and with the sanctions 

imposed in similar cases in which corporations violated Exchange Act Section 13(a) by failing to 

file required annual and quarterly reports. See Cobalis Corp., Exchange Act Release No. 64813, 

2011 SEC LEXIS 2313 (July 6, 2011), recons. denied, Exchange Act Release No. 65118, 2011 SEC 

LEXIS 2839 (Aug. 12, 2011); Nature’s Sunshine Prods., 2009 SEC LEXIS 81; Impax Labs., Inc., 

Exchange Act Release No. 57864, 2008 SEC LEXIS 1197 (May 23, 2008); Am.’s Sports Voice, 

2007 SEC LEXIS 1241; Eagletech Commc’ns, Inc., Exchange Act Release No. 54095, 2006 SEC 

LEXIS 1534 (July 5, 2006). Respondent’s violations were recurrent, egregious, and deprived the 

investing public of current and accurate financial information on which to make informed decisions. 

V. ORDER

IT IS ORDERED that, pursuant to Section 12(j) of the Securities Exchange Act of 1934, 15 

U.S.C. § 78l(j), the REGISTRATION of the registered securities of Bluforest, Inc., is REVOKED.

This Initial Decision shall become effective in accordance with and subject to the provisions 

of Rule 360 of the Commission’s Rules of Practice, 17 C.F.R. § 201.360. Pursuant to that Rule, a 

party may file a petition for review of this Initial Decision within twenty-one days after service of 

the Initial Decision. A party may also file a motion to correct a manifest error of fact within ten 

days of the Initial Decision, pursuant to Rule 111 of the Commission’s Rules of Practice, 17 C.F.R. 

§ 201.111. If a motion to correct a manifest error of fact is filed by a party, then a party shall have 

twenty-one days to file a petition for review from the date of the undersigned’s order resolving such 

motion to correct a manifest error of fact. The Initial Decision will not become final until the 
Commission enters an order of finality. The Commission will enter an order of finality unless a 

party files a petition for review or a motion to correct a manifest error of fact or the Commission 

determines on its own initiative to review the Initial Decision as to a party. If any of these events 

occur, the Initial Decision shall not become final as to that party.

______________________________

Carol Fox Foelak

Administrative Law Judge