Blue Earth, Inc. - FORM 8-K/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

AMENDMENT

FORM 8-K/Amendment No. 1

CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported) October 27, 2014

BLUE EARTH, INC.

(Exact Name of Registrant as Specified in Its Charter)

NEVADA

(State or Other Jurisdiction of Incorporation)


333-148346	98-0531496
(Commission File Number)	(IRS Employer Identification No.)

2298 Horizon Ridge Parkway, Suite 205

Henderson, NV 89052

(Address of Principal Executive Offices) (Zip Code)

(702) 263-1808

(Registrant's Telephone Number, Including Area Code)

N/A

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e 4(c))

Explanatory Paragraph

On October 27, 2014 Blue Earth, Inc. (the “Company”) entered into reciprocal stock purchase agreements to acquire an approximately 24.4% beneficial ownership in PowerGenix Systems, Inc. (“PowerGenix”). Pursuant to Rule 8-04(c) of Regulation S-X, the financial statements of PowerGenix are not required as the transaction did not exceed 20% of the total consolidated assets or equity in the consolidated income. However, pursuant to Rule 8-05 Pro-Forma Financial Information is being filed under this Amendment No. 1 to the Form 8-K for October 27, 2014.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS


	Page

(a) Financial Statements of Business Acquired.

No financial statements of PowerGenix are required to be filed.

(b) Pro Forma Financial Information.

Pro Forma Consolidated Balance Sheet as of September 30, 2014.	3

Pro Forma Consolidated Statements of Operations for the nine months ended September 30, 2014.	4

Pro Forma Consolidated Balance Sheet as of December 31, 2013.	5

Pro Forma Consolidated Statements of Operations for the year ended December 31, 2013.	6

BLUE EARTH, INC.

Proforma Consolidated Balance Sheet

September 30, 2014


							Adjusted
			Blue		Pro Forma		Pro Forma
			Earth, Inc.		Adjustments		Totals
ASSETS

CURRENT ASSETS

	Cash		$	5,573,405	$	(1,600,000)	$	3,973,405
	Restricted cash			881,942		-		881,942
	Accounts receivable, net			2,359,026		-		2,359,026
	Costs in excess of billings			534,901		-		534,901
	Inventory			2,332,496		-		2,332,496
	Other receivables			194,891				194,891
	Construction in progress			79,450		-		79,450
	Prepaid expenses and deposits			1,822,420		-		1,822,420

		Total Current Assets		13,778,531		(1,600,000)		12,178,531

PROPERTY AND EQUIPMENT, net				52,248,308		-		52,248,308

OTHER ASSETS

	Deposits			56,331		-		56,331
	Long term receivables			1,657,962		-		1,657,962
	Contracts and franchise, net			21,035,051				21,035,051
	Investment in equity subsidiary			422,993		8,000,000		9,152,463
						1,600,000
						(870,530)

		Total Other Assets		23,172,337		8,729,470		31,901,807

		TOTAL ASSETS	$	89,199,176	$	7,129,470	$	96,328,646

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

CURRENT LIABILITIES
	Accounts payable and accrued expenses		$	2,827,148	$	-	$	2,827,148
	Current portion of notes payable			47,328				47,328
	Related party payables			1,333,147				1,333,147
	Billings in excess of revenues			29,320		-		29,320
	Deferred revenues			9,332				9,332
	Accrued expenses			375,005		-		375,005
	Payroll expenses payable			35,457				35,457

		Total Current Liabilities		4,656,737		-		4,656,737

LONG TERM LIABILITIES
	Loans and notes payable			189,310		-		189,310

		Long term liabilities		189,310		-		189,310

		TOTAL LIABILITIES		4,846,047		-		4,846,047

STOCKHOLDERS' EQUITY (DEFICIT)

	Preferred stock			-		-		-
	Common stock			79,516		3,280		82,796
	Additional paid-in capital			166,745,646		7,996,720		174,742,366
	Stock subscription receivable			119		-		119
	Retained earnings (deficit)			(82,472,152)		(870,530)		(83,342,682)

		Total Stockholders' Equity (Deficit)		84,353,129		7,129,470		91,482,599

		TOTAL LIABILITIES AND
		STOCKHOLDERS' EQUITY (DEFICIT)	$	89,199,176	$	7,129,470	$	96,328,646

BLUE EARTH, INC.

Proforma Consolidated Statements of Operations

For the Nine Months Ended September 30, 2014


							Pro-Forma
							Adjusted
			Blue		Pro Forma		Combined
			Earth, Inc.		Adjustments		Totals
REVENUES			$	9,472,968	$	-	$	9,472,968
COST OF SALES				5,890,757		-		5,890,757

GROSS PROFIT				3,582,211		-		3,582,211

OPERATING EXPENSES

	General and administrative			17,947,974		-		17,947,974
	Depreciation and amortization expense			3,489,504		-		3,489,504

		Total Costs and Expenses		21,437,478		-		21,437,478

		OPERATING LOSS		(17,855,267)		-		(17,855,267)

OTHER INCOME (EXPENSE)

	Gain on sale of assets			15,315		-		15,315
	Loss on equity investment			-		(870,530)		(870,530)
	Other income			5,732		-		5,732
	Interest expense			(406,557)		-		(406,557)

		Total Other Income (Expense)		(385,510)		(870,530)		(1,256,040)

		LOSS BEFORE INCOME TAXES		(18,240,777)		(870,530)		(19,111,307)
		PROVISION FOR INCOME TAXES		-		-		-

NET LOSS				(18,240,777)		(870,530)		(19,111,307)

		PREFERRED DIVIDENDS		(1,503,582)		-		(1,503,582)

NET LOSS ATTRIBUTABLE TO COMMON SHAREHOLDERS			$	(19,744,359)	$	(870,530)	$	(20,614,889)

BASIC AND DILUTED LOSS PER SHARE:			$	(0.24)			$	(0.24)

BLUE EARTH, INC.

Proforma Consolidated Balance Sheet

December 31, 2013


							Adjusted
			Blue		Pro Forma		Pro Forma
			Earth, Inc.		Adjustments		Totals
ASSETS

CURRENT ASSETS

	Cash		$	8,403,731	$	(2,000,000)	$	6,403,731
	Accounts receivable, net			5,844,119		-		5,844,119
	Costs in excess of billings			395,442		-		395,442
	Inventory			383,799		-		383,799
	Other receivables			2,254,902				2,254,902
	Construction in progress			2,195,554		-		2,195,554
	Prepaid expenses and deposits			1,936,743		-		1,936,743

		Total Current Assets		21,414,290		(2,000,000)		19,414,290

PROPERTY AND EQUIPMENT, net				858,212		-		858,212

OTHER ASSETS

	Deposits			50,692		-		50,692
	Construction in progress			44,035,500		-		44,035,500
	Contracts and franchise, net			19,820,580				19,820,580
	Assets of discontinued operations			251,492		-		251,492
	Investment in equity subsidiary			-		8,000,000		8,415,975
						2,000,000
						(1,584,025)

		Total Other Assets		64,158,264		8,415,975		72,574,239

		TOTAL ASSETS	$	86,430,766	$	6,415,975	$	92,846,741

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

CURRENT LIABILITIES
	Accounts payable and accrued expenses		$	2,658,368	$	-	$	2,658,368
	Current portion of notes payable			1,504,476				1,504,476
	Related party payables			1,337,151				1,337,151
	Billings in excess of revenues			438,952		-		438,952
	Deferred revenues			11,993				11,993
	Accrued expenses			422,456		-		422,456
	Payroll expenses payable			125,052				125,052
	Preferred dividends payable			403,690		-		403,690
	Liabilities of discontinued operations			190,609		-		190,609

		Total Current Liabilities		7,092,747		-		7,092,747

LONG TERM LIABILITIES
	Loans and notes payable			-		-		-

		Long term liabilities		-		-		-

		TOTAL LIABILITIES		7,092,747		-		7,092,747

STOCKHOLDERS' EQUITY (DEFICIT)

	Preferred stock			570		-		570
	Common stock			60,206		3,280		63,486
	Additional paid-in capital			143,605,036		7,996,720		151,601,756
	Stock subscription receivable			(1,600,000)		-		(1,600,000)
	Retained earnings (deficit)			(62,727,793)		(1,584,025)		(64,311,818)

		Total Stockholders' Equity (Deficit)		79,338,019		6,415,975		85,753,994

		TOTAL LIABILITIES AND
		STOCKHOLDERS' EQUITY (DEFICIT)	$	86,430,766	$	6,415,975	$	92,846,741

BLUE EARTH, INC.

Proforma Consolidated Statements of Operations

For the Year Ended December 31, 2013


							Pro-Forma
							Adjusted
			Blue		Pro Forma		Combined
			Earth, Inc.		Adjustments		Totals
REVENUES			$	10,305,736	$	-	$	10,305,736
COST OF SALES				7,166,464		-		7,166,464

GROSS PROFIT				3,139,272		-		3,139,272

OPERATING EXPENSES

	General and administrative			25,752,836		-		25,752,836
	Depreciation and amortization expense			2,745,126		-		2,745,126

		Total Costs and Expenses		28,497,962		-		28,497,962

		OPERATING LOSS		(25,358,690)		-		(25,358,690)

OTHER INCOME (EXPENSE)

	Gain on settlement of debt			637,096		-		637,096
	Loss on equity investment			-		(1,584,025)		(1,584,025)
	Other income			612		-		612
	Interest expense			(556,171)		-		(556,171)

		Total Other Income (Expense)		81,537		(1,584,025)		(1,502,488)

		LOSS BEFORE INCOME TAXES		(25,277,153)		(1,584,025)		(26,861,178)
		PROVISION FOR INCOME TAXES		-		-		-

		LOSS FROM CONTINUING OPERATIONS		(25,277,153)		(1,584,025)		(26,861,178)
		LOSS FROM DISCONTINUED OPERATIONS		(196,241)		-		(196,241)

NET LOSS				(25,473,394)		(1,584,025)		(27,057,419)

		PREFERRED DIVIDENDS		(3,188,450)		-		(3,188,450)

NET LOSS ATTRIBUTABLE TO COMMON SHAREHOLDERS			$	(28,661,844)	$	(1,584,025)	$	(30,245,869)

BASIC AND DILUTED LOSS PER SHARE:
		Continuing Operations	$	(0.69)			$	(0.67)
		Discontinued Operations		(0.01)				(0.00)
			$	(0.70)			$	(0.67)

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 hereunto duly authorized.


Date: January 7, 2015	BLUE EARTH, INC.


	By: /s/ Johnny R. Thomas
	Name: Dr. Johnny R. Thomas
	Title: Chief Executive Officer

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