UNITED STATES OF AMERICA

Before the

SECURITIES AND EXCHANGE COMMISSION

SECURITIES EXCHANGE ACT OF 1934

Release No. 78891 / September 20, 2016

ADMINISTRATIVE PROCEEDING

File No. 3-17558

In the Matter of

Bluforest, Inc.

Respondent.

ORDER INSTITUTING ADMINISTRATIVE 

PROCEEDINGS AND NOTICE OF HEARING 

PURSUANT TO SECTION 12(j) OF THE 

SECURITIES EXCHANGE ACT OF 1934

 

I.

The Securities and Exchange Commission (“Commission”) deems it necessary 

and appropriate for the protection of investors that public administrative proceedings be, 

and hereby are, instituted pursuant to Section 12(j) of the Securities Exchange Act of 

1934 (“Exchange Act”) against Bluforest, Inc. (“Bluforest” or “Respondent”).

II.

After an investigation, the Division of Enforcement alleges that:

A. RESPONDENT

1. Bluforest, Inc. (CIK 0001440172) is a Nevada corporation with its 

principal place of business in Quito, Ecuador. The company is involved in the sale of 

carbon offsets from property primarily located in Ecuador. The company’s common 

stock is registered with the Commission pursuant to Section 12(g) of the Exchange Act. 

The company is delinquent in its periodic and annual filings with the Commission. 

Audited financial information has not been available for the company since filing its 

2012 Form 10-K. Bluforest stock currently trades on the Grey Market under the ticker 

symbol “BLUF”.

B. DELINQUENT PERIODIC FILINGS

2. Exchange Act Section 13(a) and the rules promulgated thereunder require 

issuers with classes of securities registered pursuant to Exchange Act Section 12 to file 

with the Commission current and accurate information in periodic reports. Specifically, 
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Rule 13a-1 requires issuers to file annual reports and Rule 13a-13 requires issuers to file 

quarterly reports.

3. Bluforest filed its last annual report on Form 10-K on March 18, 2013 and 

its last quarterly report on Form 10-Q on November 18, 2013. Since then, it has not 

submitted its required periodic filings. Bluforest has also failed to heed a delinquency 

letter sent to it by the Division of Corporation Finance requesting compliance with its 

periodic filing obligations or, through its failure to maintain a valid address on file with 

the Commission as required by Commission rules, did not receive such letter. 

4. As a result of the foregoing, Bluforest has failed to comply with Exchange 

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

III.

In view of the allegations made by the Division of Enforcement, the Commission 

deems it necessary and appropriate for the protection of investors that public 

administrative proceedings be instituted to determine: 

A. Whether the allegations contained in Section II hereof are true and, in 

connection therewith, to afford the Respondent an opportunity to establish any defenses 

to such allegations; and,

B. Whether it is necessary and appropriate for the protection of investors to 

suspend for a period not exceeding twelve months, or revoke the registration of each 

class of securities registered pursuant to Section 12 of the Exchange Act of the 

Respondent identified in Section II hereof, and any successor under Exchange Act Rules 

12b-2 or 12g-3, and any new corporate names of the Respondent.

IV.

IT IS HEREBY ORDERED that a public hearing for the purpose of taking 

evidence on the questions set forth in Section III hereof shall be convened at a time and 

place to be fixed, and before an Administrative Law Judge to be designated by further 

order as provided by Rule 110 of the Commission’s Rules of Practice [17 C.F.R. §

201.110].

IT IS HEREBY FURTHER ORDERED that Respondent shall file an Answer to 

the allegations contained in this Order within ten (10) days after service of this Order, as 

provided by Rule 220(b) of the Commission’s Rules of Practice [17 C.F.R. § 201.220(b)].

If Respondent fail to file the directed Answers, or fail to appear at a hearing after 

being duly notified, the Respondents, and any successor under Exchange Act Rules 12b-2 

or 12g-3, and any new corporate names of any Respondent, may be deemed in default 

and the proceedings may be determined against it upon consideration of this Order, the 

allegations of which may be deemed to be true as provided by Rules 155(a), 220(f), 

221(f), and 310 of the Commission’s Rules of Practice [17 C.F.R. §§ 201.155(a), 

201.220(f), 201.221(f), and 201.310].
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This Order shall be served forthwith upon Respondent personally or by certified, 

registered, or Express Mail, or by other means permitted by the Commission’s Rules of 

Practice.

IT IS FURTHER ORDERED that the Administrative Law Judge shall issue an 

initial decision no later than 120 days from the date of service of this Order, pursuant to 

Rule 360(a)(2) of the Commission’s Rules of Practice [17 C.F.R. § 201.360(a)(2)].

In the absence of an appropriate waiver, no officer or employee of the 

Commission engaged in the performance of investigative or prosecuting functions in this 

or any factually related proceeding will be permitted to participate or advise in the 

decision of this matter, except as witness or counsel in proceedings held pursuant to

notice. Since this proceeding is not “rule making” within the meaning of Section 551 of

the Administrative Procedure Act, it is not deemed subject to the provisions of Section 

553 delaying the effective date of any final Commission action.

By the Commission.

Brent J. Fields

Secretary