As filed with the Securities and Exchange Commission on October 13, 2016

Registration No. 333- 194860

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-1/A

POST-EFFECTIVE AMENDMENT NO. 4

REGISTRATION STATEMENT UNDER

THE SECURITIES ACT OF 1933

PERNIX GROUP, INC.

(Exact name of registrant as specified in its charter)

DELAWARE

(State or other jurisdiction of

incorporation or organization)

151 E. 22^nd Street

Lombard, Illinois 60148

Telephone: (630) 620-4787

Facsimile: (630) 620-4753

(Address of Principal Executive Offices)

36-4025775

(I.R.S. Employer

Identification No.)

Nidal Z. Zayed

President and Chief Executive Officer

Pernix Group, Inc.

151 E. 22^nd Street

Lombard, Illinois 60148

Telephone: (630) 620-4787

Facsimile: (630) 620-4753

(Name, address and telephone numbers,

including area code, of agent for service)

Copy to:

David J. Kaufman, Esq.

Thompson Coburn LLP

55 East Monroe Street

Chicago, Illinois 60603

Telephone: (312) 580-2342

Facsimile: (312) 580-2201

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. (Check one):


Large accelerated filer	o	Accelerated filer	o

Non-accelerated filer	o (Do not check if a smaller reporting company)	Smaller Reporting Company	T

TERMINATION OF REGISTRATION

This Post-Effective Amendment (this “Post-Effective Amendment”) relates to the following Registration Statement of Pernix Group, Inc., a Delaware corporation (the “Registrant”), on Form S-1 (collectively, the “Registration Statement”):

Registration Statement No. 333-194860, filed with the Securities and Exchange Commission (the “SEC”) on March 28, 2014, registering the offer and sale of an aggregate of 11,236,185 shares of the Registrant’s common stock, $.01 par value (“Common Stock”), of which 5,000,000 shares were offered for sale by the Registrant and 6,236,185 shares were offered by certain selling stockholders, none of which have been sold pursuant to the Registration Statement.

The Registrant is in the process of terminating its reporting obligation under the Securities Exchange Act of 1934. As a result, the offering under the Registration Statement has been terminated. In accordance with the undertakings made by the Registrant to remove from registration, by means of a post-effective amendment, any of the securities under any of the Registration Statements which remain unsold at the termination of the offering, the Registrant hereby removes from registration all securities registered under the Registration Statements which remained unsold as of the Effective Time.

SIGNATURES

The Registrant. Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-1 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Lombard, State of Illinois, on October 13, 2016.

PERNIX GROUP, INC.

By:

/s/

Nidal Z. Zayed

President and Chief Executive Officer

No other person is required to sign this Post−Effective Amendment in reliance upon Rule 478 under the Securities Act of 1933, as amended.

Pernix Group, Inc. S-1/A