SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person* Lies David J (Last) (First) (Middle) 1701 E. LAKE AVENUE SUITE 260 (Street) GLENVIEW IL 60025 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 04/25/2012	3. Issuer Name and Ticker or Trading Symbol Blue Earth, Inc. [ bblu ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	128,000	D
Common Stock	79,368	I	Owned by Remanco Inc., of which reporting person is a control person

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Warrant	10/29/2009	10/29/2012	Common Stock	50,000	$2(1)	D
Class A Warrant	12/31/2010	12/31/2013	Common Stock	50,000	$3	D
Class A Warrant	09/29/2011	12/31/2013	Common Stock	500,000	$3	D
Class A Warrant	12/16/2011	12/31/2013	Common Stock	155,000	$3	D
Class A Warrant	02/10/2012	12/31/2013	Common Stock	50,000	$3	D
Class A Warrant	02/29/2012	12/31/2013	Common Stock	100,000	$3	D
Series A Preferred Stock	(2)	(2)	Common Stock	1,610,000	$1	D

Explanation of Responses:

1. These warrants were issued to all shareholders of record of the issuer on December 31, 2010, on the basis of one warrant for each two shares of Common Stock then owned. The warrants will be distributed following the effective date of the Registration Statement, as amended, filed by the issuer on May 14, 2012.

2. N/A

	David J. Lies	08/31/2012
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
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