Attached files
| file | filename |
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| EX-31.2 - CERTIFICATION - Bluforest Inc. | ex312.htm |
| EX-32.1 - CERTIFICATION - Bluforest Inc. | ex321.htm |
| EX-31.1 - CERTIFICATION - Bluforest Inc. | ex311.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-K/A
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(Mark One)
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[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the fiscal year ended December 31, 2011
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[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the transition period from __________ to __________
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000-53614
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Commission File Number
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BLUFOREST INC.
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(Exact name of registrant as specified in its charter)
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Nevada
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26-2294927
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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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Ave. Republica del Salvador y Shyris Edificio Onix
piso 10-C, Quito Ecuador
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85249
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(Address of principal executive offices)
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(Zip Code)
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593 9 376-2435
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(Registrant’s telephone number, including area code)
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Securities registered pursuant to Section 12(b) of the Exchange Act:
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Title of each class
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Name of each exchange on which registered
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n/a
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n/a
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Securities registered pursuant to Section 12(g) of the Exchange Act:
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Common Stock
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Title of class
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Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
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Yes
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No
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[X]
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Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act.
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Yes
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No
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[X]
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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.
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Yes
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[X]
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No
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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 (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files.
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Yes
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No
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Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.
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Yes
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No
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[X]
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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.
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Large accelerated filer
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Accelerated filer
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Non-accelerated filer
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Smaller reporting company
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[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).
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Yes
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No
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[X]
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State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter.
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The aggregate market value of voting common stock held by non-affiliates was approximately $10,507,697 as of June 30, 2011 assuming solely for the purpose of this calculation that all directors, officers and greater than 10% stockholders of the registrant are affiliates.. Shares of common stock held by each officer and director have been excluded in that such persons may be deemed to be affiliates. This determination of affiliate status is not necessarily a conclusive determination for other purposes.
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APPLICABLE ONLY TO REGISTRANTS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PAST 5 YEARS:
Indicate by check mark whether the issuer has filed all documents and reports required to be filed by Section 12, 13, or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.
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Yes
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No
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APPLICABLE ONLY TO CORPORATE REGISTRANTS
Indicate the number of shares outstanding of each of the registrant’s classes of common stock as of the latest practicable date.
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100,424,500 common shares outstanding as of April 12, 2012
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DOCUMENTS INCORPORATED BY REFERENCE
List hereunder the following documents if incorporated by reference and the Part of the Form 10-K (e.g. Part I, Part II, etc.) into which the document is incorporated: (1) Any annual report to security holders; (2) Any proxy or information statement; and (3) Any prospectus filed pursuant to Rule 424(b) or (c) of the Securities Act of 1933. The listed documents should be clearly described for identification purposes.
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None
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Explanatory Note:
Bluforest Inc. (formerly Greenwood Gold Resources, Inc.) (the “Company”) filed its Form 10-K with the Securities and Exchange Commission on April 16, 2012 (the "Original Filing"). Under “Item 1 – Business – Current Business Operations – Purchase of Acquisition Agreement”, the Company disclosed the entry into a material definitive agreement between the Company and Global Environmental Investments Limited. Further under “Item 1 – Business – Current Business Operations – Employees” the Company disclosed that it had a number of employees. Lastly, under “Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities – Recent Sales of Unregistered Securities – Debt Settlements – 2012 Debt Settlement” the Company disclosed a debt settlement to certain creditors.
The disclosure under “Item 1 – Business – Current Business Operations – Purchase of Acquisition Agreement” in the Original Filing was inadvertently provided incorrectly. As well, the Company is amending the disclosure under “Item 1 – Business – Current Business Operations –Employees as the information in this section was inadvertently provided incorrectly. This amendment is filed to correct the disclosure under “Item 1 – Business – Current Business Operations – Purchase of Acquisition Agreement”. Further, under “Item 1 – Business – Current Business Operations – Employees” in the Original Filing the Company is amending the disclosure which was inadvertently provided incorrectly. Lastly, under “Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities – Recent Sales of Unregistered Securities – Debt Settlements – 2012 Debt Settlement” the Company is amending the disclosure originally provided.
All other disclosure in the Original Filing remains as filed .
ITEM 1. BUSINESS
CURRENT BUSINESS OPERATIONS
Purchase of Acquisition Agreement
On March 30, 2012, the Company entered into that certain purchase of acquisition agreement (“Purchase of Acquisition Agreement”) with Global Environmental Investments Limited, a Belize corporation (“GEIL”), regarding the Property which has been increased to approximately 105,000 hectares. On March 16, 2012, GEIL had entered into that certain acquisition agreement (the “Acquisition Agreement”) with Fundacion Nelson Velasco Aguirre, a foundation established pursuant to the law of Ecuador (“NVA”). In accordance with the Acquisition Agreement, NVA transferred control of the Property to GEIL. NVA held title and maintained legal ownership of the Property but permitted control over the Property to pass to GEIL through that certain voting trust agreement dated March 16, 2012 (the “Voting Trust Agreement”) among NVA, GEIL and Fred Nikoo, as voting trustee.
Therefore, in accordance with the terms and provisions of the Purchase of Acquisition Agreement, GEIL sold all of the rights and interests held by GEIL pursuant to the Acquisition Agreement to the Company regarding the Property, which now consists of approximately 105,000 hectares, as follows:
(a) 100% of GEIL’s rights, title and interests in and to the timber, minerals, substances and the rights to receive from the Property all benefits thereto, and associated with those rights associated for the use intended by the Purchaser, namely for the development of the Property as a carbon development project for the purpose of generating carbon credits that may be traded on a public market. This includes, for greater certainty and any and all other minerals in and under and that may be produced from the Property including, without limitation, interests in oil, gas and/or mineral leases covering any part of the lands, overriding royalty interests, fee mineral interests, carbon credits, and other interests in oil, gas and other minerals in any part of the lands;
(b) 100% of the right, title and interests of GEIL in all presently existing and valid oil, gas and/or mineral unitization, pooling and/or communization agreements, declarations, and/or orders and the properties covered or included in the units (including, without limitation, units formed under orders, rules, regulations or other official acts of any federal, state or other authority having jurisdiction, voluntary unitization agreements, designations, and/or declarations, and any working interest units created under operating agreements or otherwise), which relate to the Property;
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(c) 100% of the right, title and interests of GEIL in all presently existing and valid agreements, including sales and sales related contracts, operating agreements and other agreements and contracts which relate to NVA, the Property or which relate to the exploration, development, operation or maintenance of the Property or the treatment, storage, transaction or marketing of production from or allocated to the Property; and
(d) 100% of the right, title and interests of GEIL in and to all materials, supplies, machinery, equipment, improvements, and other personal property and fixtures relating to the Property, and all wells, wellhead equipment, pumping units, flow lines, tanks, buildings, injection facilities, salt water disposal facilities, compression facilities, gathering systems and other equipment, all easements, rights-of-way, surface leases and other surface rights, all permits and licenses and all other appurtenances, used or held for use in connection with or related to the exploration, development, operation or maintenance of any of the Property.
In consideration of the assignment by GEIL to the Company, GEIL and/or its designees shall be issued the 75,000,000 shares of restricted common stock of the Company representing a 75% control interest.
In further accordance with the terms and provisions of the Purchase of Acquisition Agreement, the Company shall enter into a three year consultant agreement (the “Mainland Consultant Agreement”) with Mainland Investment Ltd. (“Mainland”). The Mainland Consultant Agreement shall provide that Mainland will provide to the Company financial, advisory, marketing and investor relation services and the Company shall pay to Mainland an annual compensation of $1,000,000 and grant 1,000,000 stock options exercisable at $1.00 per share.
Lastly, the Company shall: (i) cause the settlement of debt in the approximate amount of $60,000 due and owing to that certain creditor (the “Creditor”) (the “$60,000 Debt”), to be settled by issuance to the Creditor and/or his designee an aggregate of 25,000,000 shares of common stock; and (ii) within ninety days, the Company shall cause the debt in the approximate amount of $152,000 due and owing to Branislav Jovanovic to be settled by payment to Mr. Jovanovic.
Employees
As of the date of this Annual Report, we do not have any employees. We have a total of eight consultants working either for the Company or its wholly owned subsidiary, Bluforest Canada Ltd.
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
RECENT SALES OF UNREGISTERED SECURITIES
Debt Settlements
2012 Debt Settlement
On March 30, 2012, we issued a total of 25,000,000 post-Reverse Stock Split shares in settlement of a debt in the approximate amount of $60,000 due and owing to certain creditors (the “$60,000 Debt”). The settlement of the $60,000 Debt was in accordance with the terms and provisions of the Purchase of Acquisition Agreement.
We relied upon Regulation S exemption for the issuance of shares to the creditors in reliance on Regulation S promulgated by the Securities and Exchange Commission under the Securities Act of 1933. These shares were issued in offshore transactions since the creditors were not in the United States and the creditors were outside the United States at the time of the purchase. The creditors receiving the shares certified that they were not a U.S. person and were not acquiring the securities for the account or benefit of any U.S. person and agreed to resell such securities only in accordance with the provisions of Regulation S, pursuant to registration under the Act or pursuant to an available exemption from registration.
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PART IV
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ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
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Exhibits
The following exhibits are filed as part of this Amended Annual Report:
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Exhibit
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Document Description
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31.1
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Section 302 Certification – Principal Executive Officer
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Filed herewith
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31.2
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Section 302 Certification – Principal Financial Officer
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Filed herewith
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32.1
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Certification of Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
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Filed herewith
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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.
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BLUFOREST INC.
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Date:
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June 8, 2012
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By:
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/s/ Charles Miller
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Name:
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Charles Miller
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Title:
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Chief Executive Officer (Principal Executive Officer) Principal Financial Officer, Principal Accounting Officer
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In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated, who constitute the entire board of directors:
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Date:
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June 8, 2012
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By:
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/s/ Charles Miller
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Name:
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Charles Miller
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Title:
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President, Chief Executive Officer (Principal Executive Officer) Principal Financial Officer, Principal Accounting Officer, and Director
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Date:
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June 8, 2012
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By:
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/s/ James Donihee
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Name:
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James Donihee
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Title:
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President and Director
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