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<B><FONT size=2 face="serif">SECURITIES AND EXCHANGE COMMISSION</FONT></B><BR>
<B><FONT size=2 face="serif">Washington, D.C. 20549 </FONT></B><BR>
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<B><FONT size=2 face="serif">FORM S-8 </FONT></B><BR>
<B><FONT size=2 face="serif">REGISTRATION STATEMENT </FONT></B><BR>
<B><FONT size=2 face="serif">under </FONT></B><BR>
<B><FONT size=2 face="serif">THE SECURITIES ACT OF 1933</FONT></B><BR>
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<B><FONT size=2 face="serif">EcoBlu Products, Inc.</FONT></B><BR>
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<FONT size=2 face="serif">(Exact name of registrant as specified in charter)</FONT><BR>
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<FONT size=2 face="serif">Colorado</FONT>&nbsp;
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<FONT size=2 face="serif">20-8677788</FONT>&nbsp;
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<FONT size=2 face="serif">(State or other jurisdiction of</FONT>&nbsp;
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&nbsp;	</TD>
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<FONT size=2 face="serif">(IRS Employer</FONT>&nbsp;
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<FONT size=2 face="serif">incorporation or organization)</FONT>&nbsp;
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<FONT size=2 face="serif">Identification No.)</FONT>&nbsp;
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<FONT size=2 face="serif"> 909 West Vista Way </FONT></P>
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<FONT size=2 face="serif">  Vista, CA 92083   (Address of principal executive offices and Zip Code) </FONT></P>
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<FONT size=2 face="serif"> </FONT><U><FONT size=2 face="serif">EcoBlu Products, Inc. 2010 Employee and Consultant Stock Plan</FONT></U><FONT size=2 face="serif"> </FONT><FONT size=2 face="serif">  (Full title of the plan) </FONT></P>
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<FONT size=2 face="serif">James H. Watson Jr.</FONT>&nbsp;
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<FONT size=2 face="serif">1869 W. Littleton Blvd.</FONT>&nbsp;
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<FONT size=2 face="serif">Littleton, CO 80120</FONT>&nbsp;
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<FONT size=2 face="serif">(909) 519-5470</FONT>&nbsp;
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<FONT size=2 face="serif">(Name and address of agent for service)</FONT>&nbsp;
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<FONT size=2 face="serif">(Telephone number of agent for service)</FONT>&nbsp;
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<FONT size=2 face="serif">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 &#147;large accelerated filer&#148;,
&#147;accelerated filer&#148;, and &#147;smaller reporting company&#148; in Rule 12b-2 of the Exchange Act. </FONT></P>
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<FONT size=2 face="serif">[ ] Large accelerated filer [ ] Accelerated filer [ ] Non-accelerated filer [X] Smaller reporting company </FONT></P>
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<B><U><FONT size=2 face="serif">CALCULATION OF REGISTRATION FEE</FONT></U></B>
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<FONT size=2 face="serif">Title of each class of</FONT>&nbsp;
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<FONT size=2 face="serif">Amount to be</FONT>&nbsp;
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<FONT size=2 face="serif">Proposed maximum</FONT>&nbsp;
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<FONT size=2 face="serif">Proposed maximum</FONT>&nbsp;
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<FONT size=2 face="serif">Amount of</FONT>&nbsp;
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<U><FONT size=2 face="serif">securities to be registered</FONT></U>&nbsp;
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 &nbsp; &nbsp;<U><FONT size=2 face="serif">registered</FONT></U>&nbsp;
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<U><FONT size=2 face="serif">offering price per share</FONT></U>&nbsp;
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<U><FONT size=2 face="serif">aggregate offering price</FONT></U>&nbsp;
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<U><FONT size=2 face="serif">registration fee</FONT></U>&nbsp;
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<B><FONT size=2 face="serif">Common Shares</FONT></B>&nbsp;
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 &nbsp; &nbsp; &nbsp;<B><FONT size=2 face="serif">3,000,000</FONT></B>&nbsp;
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<B><FONT size=2 face="serif">&#36; 0.77</FONT></B>&nbsp;
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<B><FONT size=2 face="serif">&#36; 2,310,000</FONT></B>&nbsp;
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<B><FONT size=2 face="serif">&#36; 164.70</FONT></B>&nbsp;
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<FONT size=2 face="serif">Note: Pursuant to Rule 457 (c) and (h) of the Securities Act of 1933, as amended, the registration fee is calculated on the basis of the average of the closing bid and ask prices for the Common Stock as reported on the
Over-The-Counter Bulletin Board at the close of trading on January 6, 2010 of &#36;0.77.</FONT><FONT size=1 face="serif"> </FONT></P>
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<FONT size=2 face="serif">I</FONT></P>

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<U><FONT size=2 face="serif">EcoBlu Products, Inc. - Form S-8</FONT></U><BR>
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<B><FONT size=2 face="serif">PART I</FONT></B><BR>
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<B><FONT size=2 face="serif">INFORMATION REQUIRED IN THE PROSPECTUS</FONT></B></P>
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<B><FONT size=2 face="serif">EXPLANATORY NOTE</FONT></B><BR>
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<FONT size=2 face="serif">This Registration Statement is being filed in accordance with the requirements of Form S-8 in order to register 3,000,000 shares of the Company&#146;s Common Stock issuable under the EcoBlu Products, Inc. 2010 Employee and
Consultant Stock Plan (&#147;Plan&#148;). </FONT></P>
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<FONT size=2 face="serif">Item 1. Plan Information.*</FONT><BR>
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<FONT size=2 face="serif">Item 2. Registrant Information and Employee Plan Annual Information.* </FONT></P>
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<FONT size=2 face="serif">*The documents containing the information specified in Part I of this Registration Statement will be sent or given to participants in the Plan as specified under Rule 428(b) (1) of the Securities Act of 1933, as amended
(&#147;Securities Act&#148;). Such documents are not required to be and are not filed with the Securities and Exchange Commission (&#147;Commission&#148;) either as part of this Registration Statement or as prospectuses or prospectus supplements
pursuant to Rule 424. These documents and the documents incorporated by reference in this Registration Statement pursuant to Item 3 of Part II of this Registration Statement, taken together, constitute a prospectus that meets the requirements of
Section 10(a) of the Securities Act. </FONT></P>
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<FONT size=2 face="serif">We will provide to each recipient a written statement advising it of the availability of documents incorporated by reference in Item 3 of Part II of this Registration Statement and of documents required to be delivered
pursuant to rule 428(b) under the Securities Act without charge and upon written notice by contacting: </FONT></P>
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<FONT size=2 face="serif">EcoBlu Products, Inc.</FONT><BR>
<FONT size=2 face="serif">909 West Vista Way </FONT><BR>
<FONT size=2 face="serif">Vista, CA 92083 </FONT><BR>
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<FONT size=2 face="serif">Page 2</FONT></P>

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<U><FONT size=2 face="serif">EcoBlu Products, Inc. - Form S-8</FONT></U><BR>
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<B><FONT size=2 face="serif">PART II</FONT></B><BR>
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<B><FONT size=2 face="serif">INFORMATION REQUIRED IN THE REGISTRATION STATEMENT</FONT></B></P>
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<B><FONT size=2 face="serif">Item 3. Incorporation of Documents by Reference.</FONT></B><BR>
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<FONT size=2 face="serif">The following documents, which have been filed by the Company with the Securities and Exchange Commission, are hereby incorporated by reference: </FONT></P>
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<FONT size=2 face="serif">The Company's Annual Report on Form 10-K for the fiscal year ended June 30, 2009; filed with the Commission on October 13, 2009 </FONT></P>
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<FONT size=2 face="serif">The Company&#146;s Current Report on Form 8-K filed with the Commission on October 22, 2009.</FONT></P>
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<FONT size=2 face="serif">The Company's Quarterly Report on Form 10-Q for the period ended September 30, 2009; filed with the Commission on November 23, 2009 </FONT></P>
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<FONT size=2 face="serif">All documents filed by the Company with the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the date of this Registration Statement and prior to the filing of a post-effective
amendment to this Registration Statement which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold shall be deemed to be incorporated in this Registration Statement by reference and
to be a part hereof from the date of filing of such documents. </FONT></P>
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<FONT size=2 face="serif">Any statement contained in this Registration Statement, in a supplement to this Registration Statement or in a document incorporated by reference herein, shall be deemed to be modified or superseded for purposes of this
Registration Statement to the extent that a statement contained herein or in any subsequently filed supplement to this Registration Statement or in any document that is subsequently incorporated by reference herein modifies or supersedes such
statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement. </FONT></P>
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<U><FONT size=2 face="serif">EcoBlu Products, Inc. - Form S-8</FONT></U><BR>
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<B><FONT size=2 face="serif">Item 4. Description of Securities.</FONT></B><BR>
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<FONT size=2 face="serif">The authorized capital stock of the Company consists of 100,000,000 shares of common stock.</FONT></P>
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<I><FONT size=2 face="serif">Common Stock </FONT></I></P>
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<FONT size=2 face="serif">Holders of common stock are entitled to one vote for each share held on matters submitted to a vote of shareholders. Under provisions of Colorado law, cumulative voting of shares is allowed in the election of directors.
Holders of common stock are entitled to receive ratably any dividends that may be declared by the Board of Directors of the Company out of legally available funds.  Upon the liquidation, dissolution or winding up of the company, the holders of
common stock are entitled to receive ratably the net assets of the Company after payment of all debts and liabilities and liquidation preferences of any outstanding shares of Preferred Stock. Holders of common stock have no preemptive, subscription,
redemption or conversion rights. We are not authorized to issue any preferred stock. </FONT></P>
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<B><FONT size=2 face="serif">Item 5. Interests of Named Experts and Counsel.</FONT></B><BR>
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<FONT size=2 face="serif">Randall J. Lanham, Lanham &amp; Associates, has given an opinion on the validity of the securities being registered hereunder. Mr. Lanham has acted as General Counsel of the Company, owns shares of Common Stock and is
eligible to participate in the Plan pursuant to this Form S-8 Registration Statement, but not on a contingency basis. </FONT></P>
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<FONT size=2 face="serif">As of the date of this registration no other named expert or counsel holds any specified interest or significant equity in the Company.</FONT></P>
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<FONT size=2 face="serif">Page 4</FONT></P>

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<U><FONT size=2 face="serif">EcoBlu Products, Inc. - Form S-8</FONT></U><BR>
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<B><FONT size=2 face="serif">Item 6. Indemnification of Directors and Officers.</FONT></B><BR>
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<I><FONT size=2 face="serif">Certain Provisions of Colorado Law</FONT></I><BR>
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<FONT size=2 face="serif">The Colorado Business Corporation Act provides that a Colorado corporation may include in its articles of incorporation a provision for indemnifying officers, directors, employees and agents against expenses, including
attorney's fees, judgment, fines, and amounts paid in settlement actually and reasonably incurred by such person in connection with the suit, action or proceeding if such person acted in good faith and in a manner he or she reasonably believed to be
in the best interests of the corporation and with respect to any criminal action or proceeding had no reasonable basis to conclude that his or her conduct was unlawful. A Colorado corporation may also indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending, or completed action or suit by reason of the fact that such person was an officer, director, employee or agent of the corporation if such person acted in good faith and in a manner which he
or she believed to be in the best interests of the corporation. The Colorado Business Corporation Act also requires a Colorado corporation to indemnify a person who was wholly successful, on the merits or otherwise, in the defense of any proceeding
to which the person was a party because the person is or was a director, against reasonable expenses incurred by the person in connection with the proceeding. </FONT></P>
<P>
<FONT size=2 face="serif">The registrant's Articles of Incorporation do not contain the provisions permitted by the Colorado Business Corporation Act described in the preceding paragraph, although the registrant's bylaws provide that the registrant
will indemnify every officer, director, and employee against all liabilities and expenses, except in cases of willful misfeasance or malfeasance in the performance of his duties. The registrant does not maintain any insurance or other contract for
the indemnification of the registrant's directors or officers.</FONT><I><FONT size=2 face="serif"> </FONT></I></P>
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<FONT size=2 face="serif">DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES ACT LIABILITIES </FONT></P>
<P>
<FONT size=2 face="serif">The Colorado Business Corporation Act requires a corporation to indemnify a person who was wholly successful, on the merits or otherwise, in the defense of any proceeding to which the person was a party because the person
is or was a director, against reasonable expenses incurred by the person in connection with the proceeding.</FONT><FONT face="serif"> </FONT></P>
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<FONT size=2 face="serif">INSOFAR AS INDEMNIFICATION FOR LIABILITIES MAY BE PERMITTED TO OUR DIRECTORS, OFFICERS AND CONTROLLING PERSONS PURSUANT TO THE FOREGOING PROVISIONS, OR OTHERWISE, WE HAVE BEEN ADVISED THAT IN THE OPINION OF THE SECURITIES
AND EXCHANGE COMMISSION THIS TYPE OF INDEMNIFICATION IS AGAINST PUBLIC POLICY AND IS, THEREFORE, UNENFORCEABLE.</FONT><FONT face="serif"> </FONT></P>
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<U><FONT size=2 face="serif">EcoBlu Products, Inc. - Form S-8</FONT></U><BR>
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<B><FONT size=2 face="serif">Item 7. Exemption from Registration Claimed.</FONT></B><BR>
<FONT size=2 face="serif">Not Applicable. </FONT><BR>
<B><FONT size=2 face="serif">Item 8. Exhibits. </FONT></B><BR>
<U><FONT size=2 face="serif"> Exhibit Number</FONT></U><FONT size=2 face="serif"> Description </FONT><BR>
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<FONT size=2 face="serif">4</FONT>&nbsp; &nbsp; &nbsp; 	</TD>
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<FONT size=2 face="serif">EcoBlu Products, Inc. 2009 Employee and Consultant Stock Plan, dated January 8, 2010.</FONT>	</TD>
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<FONT size=2 face="serif">5</FONT>&nbsp; &nbsp; &nbsp; 	</TD>
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<FONT size=2 face="serif">Opinion of Counsel, Randall J. Lanham, Lanham &amp; Associates</FONT>	</TD>
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<FONT size=2 face="serif">23.1</FONT>&nbsp; &nbsp; &nbsp; 	</TD>
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<FONT size=2 face="serif">Consent of Certified Public Accountants &#150; Cordovano and Honeck, LLP</FONT>	</TD>
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<FONT size=2 face="serif">23.2</FONT>&nbsp; &nbsp; &nbsp; 	</TD>
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<FONT size=2 face="serif">Consent of Randall J. Lanham, Lanham &amp; Associates (included in Exhibit 5)</FONT>	</TD>
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<B><FONT size=2 face="serif">Item 9. Undertakings</FONT></B><BR>
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&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT size=2 face="serif">A. The undersigned registrant hereby undertakes:(1) to file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:(i) to include
any prospectus required by Section 10(a)(3) of the 1933 Act; (ii) to reflect in the prospectus any facts or events arising after the effective date of the Registration Statement(or the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement; and(iii) to include any material information with respect to the plan of distribution not previously disclosed in this
Registration Statement or any material change to such information in the Registration Statement; provided, however, that clauses (1)(i) and (1)(ii) do not apply if the information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the SEC by the Company pursuant to Section 13 or Section 15(d) of the 1934 Act that are incorporated by reference to this Registration Statement; (2) that, for the purpose of
determining any liability under the 1933 Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof; and (3) to remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. </FONT></P>
<P>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT size=2 face="serif">B. The undersigned Company hereby undertakes that for purposes of determining any liability under the 1933 Act, each filing of the Company's annual report pursuant to Section 13(a) or Section
15(d) of the 1934 Act (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the Registration Statement shall be deemed to be a new
registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. </FONT></P>
<P>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT size=2 face="serif">C. Insofar as indemnification for liabilities arising under the 1933 Act, as amended, may be permitted to directors, officers or controlling persons of the Company pursuant to the foregoing
provisions or otherwise, the Company has been advised that, in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in the 1933 Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by the Company of expenses incurred or paid by a director, officer or controlling person of the Company in the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in connection with the securities being registered, the Company will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question of whether such indemnification by it is against public policy as expressed in the 1933 Act and will be governed by the final adjudication of such issue. </FONT></P>
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<U><FONT size=2 face="serif">EcoBlu Products, Inc. - Form S-8</FONT></U><BR>
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<B><FONT size=2 face="serif">SIGNATURES</FONT></B><BR>
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<FONT size=2 face="serif">Pursuant to the requirements of the Securities Act of 1933, Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Encinitas, California, on this 8th day of January 2010. </FONT></P>
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<FONT size=2 face="serif">Date: January 14, 2010</FONT><BR>
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<FONT size=2 face="serif">By: \s\ Steve Conboy, President  </FONT><BR>
<FONT size=2 face="serif"> </FONT><FONT size=1 face="serif">Steve Conboy, President </FONT><BR>
<FONT size=1 face="serif"> Principal Executive Officer and Principal Accounting Officer</FONT><BR>
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<P>
<FONT size=2 face="serif">In accordance with the requirements of the Securities Act of 1933 as amended, this Registration Statement has been signed by the following persons in the capacities and on the date indicated. </FONT></P>
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<FONT size=2 face="serif">Date: January 14, 2010</FONT><BR>
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<FONT size=2 face="serif">By: \s\ Steve Conboy, President  </FONT><BR>
<FONT size=2 face="serif"> </FONT><FONT size=1 face="serif">Steve Conboy, President </FONT><BR>
<FONT size=1 face="serif"> Principal Executive Officer and Principal Accounting Officer</FONT><BR>
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<P>
<FONT size=2 face="serif">Page 7</FONT></P>

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{"company-data": {"conformed-name": "N8 CONCEPTS, INC.", "cik": "0001409885", "assigned-sic": "5960", "irs-number": "208677788", "state-of-incorporation": "CO", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-164345", "film-number": "10528359"}, "business-address": {"street1": "1869 W. LITTLETON BLVD.", "city": "LITTLETON", "state": "CO", "zip": "80120", "phone": "303-738-8994"}, "mail-address": {"street1": "1869 W. LITTLETON BLVD.", "city": "LITTLETON", "state": "CO", "zip": "80120"}}
-- Converted by SECPublisher 3.1.0.1, created by BCL Technologies Inc., for SEC Filing
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
EcoBlu Products, Inc.
(Exact name of registrant as specified in charter)
Colorado
20-8677788
(State or other jurisdiction of
(IRS Employer
incorporation or organization)
Identification No.)
909 West Vista Way
Vista, CA 92083   (Address of principal executive offices and Zip Code)
EcoBlu Products, Inc. 2010 Employee and Consultant Stock Plan
(Full title of the plan)
James H. Watson Jr.
1869 W. Littleton Blvd.
Littleton, CO 80120
(909) 519-5470
(Name and address of agent for service)
(Telephone number of agent for service)
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.
[ ] Large accelerated filer [ ] Accelerated filer [ ] Non-accelerated filer [X] Smaller reporting company
CALCULATION OF REGISTRATION FEE
Title of each class of
Amount to be
Proposed maximum
Proposed maximum
Amount of
securities to be registered
registered
offering price per share
aggregate offering price
registration fee
Common Shares
3,000,000
$ 0.77
$ 2,310,000
$ 164.70
Note: Pursuant to Rule 457 (c) and (h) of the Securities Act of 1933, as amended, the registration fee is calculated on the basis of the average of the closing bid and ask prices for the Common Stock as reported on the
Over-The-Counter Bulletin Board at the close of trading on January 6, 2010 of $0.77.
I
EcoBlu Products, Inc. - Form S-8
PART I
INFORMATION REQUIRED IN THE PROSPECTUS
EXPLANATORY NOTE
This Registration Statement is being filed in accordance with the requirements of Form S-8 in order to register 3,000,000 shares of the Company's Common Stock issuable under the EcoBlu Products, Inc. 2010 Employee and
Consultant Stock Plan ("Plan").
Item 1. Plan Information.*
Item 2. Registrant Information and Employee Plan Annual Information.*
*The documents containing the information specified in Part I of this Registration Statement will be sent or given to participants in the Plan as specified under Rule 428(b) (1) of the Securities Act of 1933, as amended
("Securities Act"). Such documents are not required to be and are not filed with the Securities and Exchange Commission ("Commission") either as part of this Registration Statement or as prospectuses or prospectus supplements
pursuant to Rule 424. These documents and the documents incorporated by reference in this Registration Statement pursuant to Item 3 of Part II of this Registration Statement, taken together, constitute a prospectus that meets the requirements of
Section 10(a) of the Securities Act.
We will provide to each recipient a written statement advising it of the availability of documents incorporated by reference in Item 3 of Part II of this Registration Statement and of documents required to be delivered
pursuant to rule 428(b) under the Securities Act without charge and upon written notice by contacting:
EcoBlu Products, Inc.
909 West Vista Way
Vista, CA 92083
Page 2
EcoBlu Products, Inc. - Form S-8
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents, which have been filed by the Company with the Securities and Exchange Commission, are hereby incorporated by reference:
The Company's Annual Report on Form 10-K for the fiscal year ended June 30, 2009; filed with the Commission on October 13, 2009
The Company's Current Report on Form 8-K filed with the Commission on October 22, 2009.
The Company's Quarterly Report on Form 10-Q for the period ended September 30, 2009; filed with the Commission on November 23, 2009
All documents filed by the Company with the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the date of this Registration Statement and prior to the filing of a post-effective
amendment to this Registration Statement which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold shall be deemed to be incorporated in this Registration Statement by reference and
to be a part hereof from the date of filing of such documents.
Any statement contained in this Registration Statement, in a supplement to this Registration Statement or in a document incorporated by reference herein, shall be deemed to be modified or superseded for purposes of this
Registration Statement to the extent that a statement contained herein or in any subsequently filed supplement to this Registration Statement or in any document that is subsequently incorporated by reference herein modifies or supersedes such
statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.
Page 3
EcoBlu Products, Inc. - Form S-8
Item 4. Description of Securities.
The authorized capital stock of the Company consists of 100,000,000 shares of common stock.
Common Stock
Holders of common stock are entitled to one vote for each share held on matters submitted to a vote of shareholders. Under provisions of Colorado law, cumulative voting of shares is allowed in the election of directors.
Holders of common stock are entitled to receive ratably any dividends that may be declared by the Board of Directors of the Company out of legally available funds.  Upon the liquidation, dissolution or winding up of the company, the holders of
common stock are entitled to receive ratably the net assets of the Company after payment of all debts and liabilities and liquidation preferences of any outstanding shares of Preferred Stock. Holders of common stock have no preemptive, subscription,
redemption or conversion rights. We are not authorized to issue any preferred stock.
Item 5. Interests of Named Experts and Counsel.
Randall J. Lanham, Lanham & Associates, has given an opinion on the validity of the securities being registered hereunder. Mr. Lanham has acted as General Counsel of the Company, owns shares of Common Stock and is
eligible to participate in the Plan pursuant to this Form S-8 Registration Statement, but not on a contingency basis.
As of the date of this registration no other named expert or counsel holds any specified interest or significant equity in the Company.
Page 4
EcoBlu Products, Inc. - Form S-8
Item 6. Indemnification of Directors and Officers.
Certain Provisions of Colorado Law
The Colorado Business Corporation Act provides that a Colorado corporation may include in its articles of incorporation a provision for indemnifying officers, directors, employees and agents against expenses, including
attorney's fees, judgment, fines, and amounts paid in settlement actually and reasonably incurred by such person in connection with the suit, action or proceeding if such person acted in good faith and in a manner he or she reasonably believed to be
in the best interests of the corporation and with respect to any criminal action or proceeding had no reasonable basis to conclude that his or her conduct was unlawful. A Colorado corporation may also indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending, or completed action or suit by reason of the fact that such person was an officer, director, employee or agent of the corporation if such person acted in good faith and in a manner which he
or she believed to be in the best interests of the corporation. The Colorado Business Corporation Act also requires a Colorado corporation to indemnify a person who was wholly successful, on the merits or otherwise, in the defense of any proceeding
to which the person was a party because the person is or was a director, against reasonable expenses incurred by the person in connection with the proceeding.
The registrant's Articles of Incorporation do not contain the provisions permitted by the Colorado Business Corporation Act described in the preceding paragraph, although the registrant's bylaws provide that the registrant
will indemnify every officer, director, and employee against all liabilities and expenses, except in cases of willful misfeasance or malfeasance in the performance of his duties. The registrant does not maintain any insurance or other contract for
the indemnification of the registrant's directors or officers.
DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES ACT LIABILITIES
The Colorado Business Corporation Act requires a corporation to indemnify a person who was wholly successful, on the merits or otherwise, in the defense of any proceeding to which the person was a party because the person
is or was a director, against reasonable expenses incurred by the person in connection with the proceeding.
INSOFAR AS INDEMNIFICATION FOR LIABILITIES MAY BE PERMITTED TO OUR DIRECTORS, OFFICERS AND CONTROLLING PERSONS PURSUANT TO THE FOREGOING PROVISIONS, OR OTHERWISE, WE HAVE BEEN ADVISED THAT IN THE OPINION OF THE SECURITIES
AND EXCHANGE COMMISSION THIS TYPE OF INDEMNIFICATION IS AGAINST PUBLIC POLICY AND IS, THEREFORE, UNENFORCEABLE.
Page 5
EcoBlu Products, Inc. - Form S-8
Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits.
Exhibit Number
Description
4
EcoBlu Products, Inc. 2009 Employee and Consultant Stock Plan, dated January 8, 2010.
5
Opinion of Counsel, Randall J. Lanham, Lanham & Associates
23.1
Consent of Certified Public Accountants – Cordovano and Honeck, LLP
23.2
Consent of Randall J. Lanham, Lanham & Associates (included in Exhibit 5)
Item 9. Undertakings
A. The undersigned registrant hereby undertakes:(1) to file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:(i) to include
any prospectus required by Section 10(a)(3) of the 1933 Act; (ii) to reflect in the prospectus any facts or events arising after the effective date of the Registration Statement(or the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement; and(iii) to include any material information with respect to the plan of distribution not previously disclosed in this
Registration Statement or any material change to such information in the Registration Statement; provided, however, that clauses (1)(i) and (1)(ii) do not apply if the information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the SEC by the Company pursuant to Section 13 or Section 15(d) of the 1934 Act that are incorporated by reference to this Registration Statement; (2) that, for the purpose of
determining any liability under the 1933 Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof; and (3) to remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
B. The undersigned Company hereby undertakes that for purposes of determining any liability under the 1933 Act, each filing of the Company's annual report pursuant to Section 13(a) or Section
15(d) of the 1934 Act (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the Registration Statement shall be deemed to be a new
registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
C. Insofar as indemnification for liabilities arising under the 1933 Act, as amended, may be permitted to directors, officers or controlling persons of the Company pursuant to the foregoing
provisions or otherwise, the Company has been advised that, in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in the 1933 Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by the Company of expenses incurred or paid by a director, officer or controlling person of the Company in the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in connection with the securities being registered, the Company will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question of whether such indemnification by it is against public policy as expressed in the 1933 Act and will be governed by the final adjudication of such issue.
Page 6
EcoBlu Products, Inc. - Form S-8
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Encinitas, California, on this 8th day of January 2010.
Date: January 14, 2010
By: \s\ Steve Conboy, President
Steve Conboy, President
Principal Executive Officer and Principal Accounting Officer
In accordance with the requirements of the Securities Act of 1933 as amended, this Registration Statement has been signed by the following persons in the capacities and on the date indicated.
Date: January 14, 2010
By: \s\ Steve Conboy, President
Steve Conboy, President
Principal Executive Officer and Principal Accounting Officer
Page 7