10-Q/A

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549

FORM 10-Q/A  

Amendment No. 1

(Mark One)
x QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2012
OR
o TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from___________ to ____________
COMMISSION FILE NO. 0-54669
BLUE EARTH, Inc.
(Exact name of Registrant as specified in its charter)
Nevada	98-0531496
(State or other jurisdiction of	(IRS Employer Identification No.)
incorporation or organization)
2298 Horizon Ridge Parkway, Suite 205, Henderson, NV 89052	89052
(Address of principal executive offices)	(Zip Code)
Registrant’s telephone number, including area code: (702) 263-1808

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 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.       Yes x       No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (S.232.405 of this chapter) during the preceding 12 months (or for such shorter time period that the registrant was required to submit and post such files). Yes x        No o

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 o	Accelerated file o
Non-accelerated filer o	Smaller reporting company x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o       No x

Registrant had 19,222,000 shares of common stock issued and outstanding as of August 13, 2012.

EXPLANATORY NOTE - AMENDMENT

The sole purpose of this Amendment to the Registrant’s Quarterly Report on Form 10-Q for the period ended June 30, 2012 (the “10-Q”), is to furnish the Interactive Data File exhibits pursuant to Rule 405 of Regulation S-T.

No other changes have been made to the 10-Q, and this Amendment has not been updated to reflect events occurring subsequent to the filing of the 10-Q.

ITEM 6. EXHIBITS

     The following exhibits are filed as part of this report:

Exhibit No.	Title of Document
31	Certification of the Chief Executive Officer and Chief Financial Officer pursuant to Rules 13a-14(a) and 15d-14(a) adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
32	Certification of the Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350 adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*
101.INS	XBRL Instance Document **
101.SCH	XBRL Taxonomy Extension Schema Document **
101.CAL	XBRL Taxonomy Extension Calculation Linkbase **
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document **
101.LAB	XBRL Taxonomy Extension Label Linkbase Document **
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document **

* Furnished herewith.

** Furnished herewith. Pursuant to Rule 406T of Regulation S-T, the interactive data files on Exhibits 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, and otherwise are not subject to liability under those sections.

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.

BLUE EARTH, Inc.

(Registrant)

Date: August 24, 2012

/s/ Johnny R. Thomas

Dr. Johnny R. Thomas

Chief Executive Officer

(Principal Executive Officer and Principal Financial Officer)

EX-31.1

EXHIBIT 31.1

CERTIFICATION OF THE PRINCIPAL EXECUTIVE OFFICER PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Dr. Johnny R. Thomas, certify that:

(1)	I have reviewed this amendment no. 1 to the quarterly report on Form 10-Q of Blue Earth, Inc.;
(2)	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
(3)	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects, the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
(4)	The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of the annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.

(5) The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 24, 2012

/s/ Johnny R. Thomas

Dr. Johnny R. Thomas

President and Chief Executive Officer (Principal Executive Officer)

EX-31.2

EXHIBIT 31.2

CERTIFICATION OF THE PRINCIPAL FINANCIAL OFFICER PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Dr. Johnny R. Thomas, certify that:

(1)	I have reviewed this amendment no. 1 to the quarterly report on Form 10-Q of Blue Earth, Inc.;
(2)	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
(3)	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects, the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
(4)	The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of the annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.

(5) The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

	a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b)		Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 24, 2012

/s/ Johnny R. Thomas

Dr. Johnny R. Thomas

President and Chief Executive Officer

(Principal Financial Officer)

EX-32.1

EXHIBIT 32.1

CERTIFICATION OF THE 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

In connection with amendment no. 1 to the Quarterly Report of Blue Earth, Inc., (the “Company”) on Form 10-Q for period ended June 30, 2012 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Dr. Johnny R. Thomas, President and Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:

(1)	The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: August 24, 2012

/s/ Johnny R. Thomas

Dr. Johnny R. Thomas

President and Chief Executive Officer (Principal Executive Officer and Principal Financial Officer)

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STOCK PURCHASE WARRANTS AND OPTIONS

3 Months Ended

Jun. 30, 2012

STOCK PURCHASE WARRANTS AND OPTIONS:

STOCK PURCHASE WARRANTS AND OPTIONS

NOTE 4 - STOCK PURCHASE WARRANTS AND OPTIONS

During March 2012, warrants to purchase 900,000 shares of common stock at $1.16 per share were issued to the management of the Company’s subsidiary, Xnergy, Inc. for their services as an amendment to the performance criteria in employment agreements. The 100,000 warrants vested based upon certain performance criteria. The performance criteria for the remaining 800,000 warrants have not been met as of June 30, 2012. The warrants were valued using the Black-Scholes model with a dividend rate of 0%, volatility of 171.65%, a risk free rate of 3.64% and a term of 5 years. During April and May 2012, warrants to purchase 1,385,000 shares of common stock at $0.10 to $1.39 per share were issued to the various Company consultants subsidiary for their services 715,000 warrants vested based upon certain performance criteria. The performance criteria for the remaining 675,000 warrants have not been met as of June 30, 2012. The warrants were valued using the Black-Scholes model with a dividend rate of 0%, volatility of 163.99%, a risk free rate of 3.64% and a term of 1.5 to 5.5 years. The Company has recognized $522,365 of expense in connection with the warrants during the six months ended June 30, 2012.

A summary of the Company’s warrant activity during the periods ended June 30, 2012 and December 31, 2011 is presented below:

					Weighted
			Weighted		Average
			Average		Remaining		Aggregate
	No. of		Exercise		Contractual		Intrinsic
	Options		Price		Term		Value
Balance Outstanding, December 31, 2010		298,500	$	1.00		9.8
Granted		97,791		1.68		5
Granted		450,000		1.72		10
Forfeited		(238,500)		0.94		9.8
Expired		--		--		--
Balance Outstanding, December 31, 2011		607,791		1.63		9.8		$1,018,089
Granted		52,720
Forfeited		(8,889)		0.90		--
Exercised		(11,111)		0.90		--
Balance Outstanding, June 30, 2012		640,511	$	1.60		9.5	$	1,062,197
Exercisable, June 30, 2012		340,511	$	1.60		9.5	$	546,197

A summary of the Company’s warrant activity during the periods ended June 30, 2012 and December 31, 2011 is presented below:

				Weighted
		Weighted		Average
		Average		Remaining		Aggregate
	No. of	Exercise		Contractual		Intrinsic
	Warrants	Price		Term		Value
Balance Outstanding, December 31, 2010	11,870,116	$	2.31		2.78	$	27,457,223
Granted	2,660,000		2.53		5.00
Exercised	(18,000)		1.00		--
Granted	1,000,000		3.00		10.00
Forfeited	(50,000)		1.25		--
Balance Outstanding, December 31, 2011	15,531,116		2.53		2.78	$	33,801,473
Granted	2,285,000		1.24		5.00
Exercised	(100,000)		--		--
Forfeited	--		--		--
Balance Outstanding June 30, 2012	17,716,116	$	2.17		3.53	$	36,498,268
Exercisable, June 30, 2012	16,090,116	$	2.06		3.53	$	34,935,056

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SIGNIFICANT EVENTS

3 Months Ended

Jun. 30, 2012

SIGNIFICANT EVENTS:

SIGNIFICANT EVENTS

NOTE 3 - SIGNIFICANT EVENTS

Issuances of Common Stock

On February 12, 2012 the Company issued 7,500 shares of its common stock to a consultant for services valued at $1.22 per share. On February 23, 2012 the Company issued 11,111 shares of common stock for the cancellation of 20,000 previously issued options. On March 17, 2012 the Company issued 9,125 shares to an executive officer for services valued at $1.37 per share. On March 17, 2012 the Company issued 6,000 shares upon the exercise of warrants per the terms of the employment agreement. On March 24, 2012 the sellers of Xnergy, Inc. returned for cancellation 877,364 shares of common stock for the cancellation of the $2,632,192 stock subscription receivable. On April 16, 2012, the Company issued 65,217 shares of its common in exchange for 6,000 shares of its series A preferred stock and accrued dividends of $7,195. The Company also issued 29,678 shares of its common stock for services valued at $41,135. On April 25, 2012, the Company issued 509,533 shares of its common stock as partial settlement of a note payable in the amount of $677,475.

On May 4, 2012 the Company received and cancelled 84,180 shares of its common stock upon the cashless exercise of warrants whereby it simultaneously issued 100,000 shares of its common stock. On May 7, 2012 the Company issued 90,000 shares of its common stock for services valued at $117,900. On May 16, 2012 the Company issued 40,000 shares of its common stock for services valued at $48,000. On May 18, 2012 the Company issued 16,000 shares upon the exercise of warrants per the terms of the employment agreement.

Issuance of Preferred Stock

During the six months ended June 30, 2012 the Company issued 97,850 shares of its Series A preferred stock at $10 per share for proceeds of $978,500. Each share of Series A preferred stock is convertible into 10 shares of common stock. Each share not previously converted shall be automatically converted by the Company at $1.00 per share upon the earlier of the fourth anniversary of the date of issuance or upon the Company’s common stock trading at least $2.25 per share for 60 consecutive days. The Series A preferred stock also provides for an 8% dividend if paid in cash or a 12% dividend if paid in shares of common stock. The Holder of the Series A preferred stock received common stock purchase warrants to purchase one share for every two shares of common stock issuable upon conversion of Series A Preferred Stock.

During the six months ended June 30, 2012 the Company issued 33,000 shares of its Series B preferred stock at $10 per share for cash proceeds of $333,000 of consulting services. Each share of Series B preferred stock is convertible into 10 shares of common stock. Each share not previously converted shall be automatically converted by the Company at $1.00 per share upon the earlier of the fourth anniversary of the date of issuance or upon the Company’s common stock trading at least $2.20 per share for 60 consecutive days. The Series B preferred stock also provides for an 8% dividend if paid in cash or a 12% dividend if paid in shares of common stock. The Holder of the Series B preferred stock received common stock purchase warrants to purchase one share for every two shares of common stock issuable upon conversion of Series A Preferred Stock.

Notes Payable

During the six months ended June 30, 2012 the Company received $400,000 in proceeds from demand notes payable. The demand notes accrue interest at 12% per annum and are unsecured. The Company also received $100,000 of proceeds from a note payable. The note payable accrues interest at 10% per annum, is unsecured and due by April 30, 2013.

Related Party Notes Payable

During the six months ended June 30, 2012 the Company received $55,000 in proceeds from a demand note payable from a director of the Company. The demand note payable accrues interest at 12% per annum and is unsecured.

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Consolidated Balance Sheets (unaudited) (USD $)	Jun. 30, 2012	Dec. 31, 2011
CURRENT ASSETS
Cash	$ 138,606	$ 527,108
Accounts receivable, net	1,136,520	945,815
Inventory, net	357,860	473,451
Prepaid expenses	497,925	564,427
Total Current Assets	2,130,911	2,510,801
PROPERTY AND EQUIPMENT, net	786,132	850,751
OTHER ASSETS
Deposits	17,930	17,930
Contracts and franchise, net	9,663,959	10,846,590
Total Other Assets	9,681,889	10,864,520
TOTAL ASSETS	12,598,932	14,226,072
CURRENT LIABILITIES
Accounts payable and accrued expenses	2,099,414	1,840,909
Current portion of notes payable	533,701	533,701
Related party payables	438,041	384,369
Billings in excess of revenues	572,323	645,424
Taxes payable	448,721	230,295
Payroll Payable	132,675	276,018
Preferred dividends payable	211,250	54,155
Warrant derivative liability	1,643,909	2,037,325
Total Current Liabilities	6,080,034	6,002,196
LONG TERM LIABILITIES
Long term portion of notes payable	740,196	979,338
Total Liabilities	6,820,230	6,981,534
Commitments and contingencies
STOCKHOLDERS' EQUITY
Preferred stock value	325	200
Common stock value	18,626	18,703
Additional paid-in capital	33,955,229	33,771,622
Stock subscription receivable		(2,632,192)
Accumulated deficit	(28,195,478)	(23,913,795)
Total Stockholders' Equity	5,778,702	7,244,538
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$ 12,598,932	$ 14,226,072	[1]

[1] The numbers in this column, for the fiscal year ended December 31, 2011, are derived from audited financials.

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CONDENSED FINANCIAL STATEMENTS

3 Months Ended

Jun. 30, 2012

CONDENSED FINANCIAL STATEMENTS:

CONDENSED FINANCIAL STATEMENTS

NOTE 1 - CONDENSED FINANCIAL STATEMENTS

The accompanying financial statements have been prepared by the Company without audit.  In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations, and cash flows at June 30, 2012 and 2011, and for all periods presented herein, have been made.

Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted.  The results of operations for the periods ended June 30, 2012 and 2011 are not necessarily indicative of the operating results for the full year.

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SUBSEQUENT EVENTS (Details) (USD $)	Aug. 09, 2012	Aug. 07, 2012	Aug. 03, 2012	Aug. 02, 2012	Aug. 01, 2012	Jul. 30, 2012	Jul. 19, 2012	Jul. 10, 2012
Proceeds from its notes payable, subsequent		$ 200,000						$ 400,000
Warrants issued, subsequent	114,000	50,000
Exercise price, warrants issued, subsequent		$ 0.10
Shares of common stock issued, subsequent			17,000		13,000		12,000
Shares of common stock issued for services, subsequent							5,000
Shares of preferred stock converted into common, subsequent						19,000
Common stock exchanged for accrued dividends, valued, subsequent						22,800
Common stock exchanged for preferred stock, subsequent						212,800
Common stock cancelled, subsequent						75,000
Stock purchase warrants cancelled, subsequent						160,000
Value of warrants exercised for common stock, subsequent			17,000		12,000
Accrued compensation exchanged for common stock, subsequent					1,000
Notes payable converted for Series B Preferred, subsequent				500,000
Accrued interest converted for Series B Preferred, subsequent				11,441
Series B Preferred shares issued, subsequent	19,000			51,144
Warrants issued for notes and accrued interest, subsequent				225,720
Notes payable converted for Series B Preferred, subsequent2				200,000
Accrued interest converted for Series B Preferred, subsequent2				1,580
Series B Preferred shares issued, subsequent2				20,158
Warrants issued for notes and accrued interest, subsequent2				100,790
Common stock issued for accrued compensation, subsequent				15,457
Accrued compensation valued for common stock, subsequent				19,354
Proceeds from issuance of Series B Preferred and Warrants, subsequent	190,000
Series B Preferred shares issued for legal services, subsequent	3,500
Warrants issued for legal services, subsequent	17,500
Value of issuance of Series B Preferred and Warrants for legal services, subsequent	$ 35,000
Common stock issued for project acquisition, subsequent	366,529
Value per common stock issued for project acquisition, subsequent	$ 1.328
Common stock issued in satisfaction of accrued liability, subsequent	29,412
Value per common stock issued for accrued liability, subsequent	$ 1.02

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SIGNIFICANT ACCOUNTING POLICIES

3 Months Ended

Jun. 30, 2012

SIGNIFICANT ACCOUNTING POLICIES:

SIGNIFICANT ACCOUNTING POLICIES

NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES

Inventory

Inventory is recorded at the lower of cost or market (net realizable value) using the average cost method. The inventory on hand as of June 30, 2012 consists of motors, controllers, miscellaneous refrigeration parts and raw gasket material at costs of $382,860. An allowance for obsolete inventory has been recorded for $25,000, resulting in net inventory of $357,860.  The Company does not have any work in progress.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.

Going Concern

The Company's financial statements are prepared using generally accepted accounting principles in the United States of America applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has not yet established an ongoing source of revenues sufficient to cover its operating costs and allow it to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable. If the Company is unable to obtain adequate capital, it could be forced to cease operations.

In order to continue as a going concern, the Company will need, among other things, additional capital resources. Management's plan is to obtain such resources for the Company by obtaining capital from management and significant shareholders sufficient to meet its minimal operating expenses and seeking equity and/or debt financing. However management cannot provide any assurances that the Company will be successful in accomplishing any of its plans.

The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plans described in the preceding paragraph and eventually secure other sources of financing and attain profitable operations. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

Recent Accounting Pronouncements

The Company has evaluated recent accounting pronouncements and their adoption has not had or is not expected to have a material impact on the Company’s financial position, or statements.

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Consolidated Balance Sheets (Parenthetical) (USD $)	Jun. 30, 2012	Dec. 31, 2011
Preferred stock, par value	$ 0.001	$ 0.001
Preferred stock, shares authorized	25,000,000	25,000,000
Preferred stock, shares issued	324,850	200,000
Common stock, par value	$ 0.001	$ 0.001
Common stock, shares authorized	100,000,000	100,000,000
Common stock, shares issued	18,625,802	18,703,182
Common stock, shares outstanding	18,625,802	18,703,182

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SIGNIFICANT ACCOUNTING POLICIES: Inventory (Details) (USD $)	Jun. 30, 2012	Dec. 31, 2011
Inventory cost	$ 382,860
Allowance for obsolete inventory	25,000
Net inventory	$ 357,860	$ 473,451

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Document and Entity Information	3 Months Ended
	Jun. 30, 2012
Document and Entity Information
Entity Registrant Name	Blue Earth, Inc.
Document Type	10-Q
Document Period End Date	Jun. 30, 2012
Amendment Flag	false
Entity Central Index Key	0001422109
Current Fiscal Year End Date	--12-31
Entity Common Stock, Shares Outstanding	18,625,802
Entity Filer Category	Smaller Reporting Company
Entity Current Reporting Status	Yes
Entity Voluntary Filers	No
Entity Well-known Seasoned Issuer	No
Document Fiscal Year Focus	2012
Document Fiscal Period Focus	Q2

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SIGNIFICANT EVENTS (Details) (USD $)	6 Months Ended
	Jun. 30, 2012	May 18, 2012	May 16, 2012	May 07, 2012	May 04, 2012	Apr. 25, 2012	Apr. 16, 2012	Mar. 24, 2012	Mar. 17, 2012	Feb. 23, 2012	Feb. 12, 2012
Share of common stock issued for services			40,000	90,000			29,678		9,125		7,500
Value of common stock, per share, issued for services									$ 1.37		$ 1.22
Common stock issued for the cancellation of options										11,111
Common stock issued upon exercise of warrants		16,000			100,000				6,000
Common stock returned for cancellation								877,364
Cancelled subscription receivable								$ 2,632,192
Common stock exchanged for preferred stock							65,217
Common stock exchanged for preferred stock, valued							7,195
Value of common stock issued for services			48,000	117,900			41,135
Common stock issued for note payable						509,533
Value of common stock issued for note payable						677,475
Common stock cancelled upon warrant exercise					84,180
Series A preferred stock issued	97,850
Value of Series A preferred stock issued, per share	$ 10
Series A preferred stock proceeds	978,500
Series B preferred stock issued	33,000
Value of Series B preferred stock issued, per share	$ 10
Series B preferred stock proceeds	333,000
Proceeds from demand notes payable	400,000
Accrued interest, demand notes payable	12.00%
Proceeds from a note payable	100,000
Accrued interest, note payable	10.00%
Proceeds from demand note payable, related party	$ 55,000
Accrued interest, demand note payable - related party	12.00%

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Consolidated Statements of Operations (unaudited) (USD $)	3 Months Ended		6 Months Ended
	Jun. 30, 2012	Jun. 30, 2011	Jun. 30, 2012	Jun. 30, 2011
REVENUES	$ 1,693,236	$ 1,136,614	$ 3,653,976	$ 2,043,636
COST OF SALES	1,086,884	357,561	2,392,141	752,303
GROSS PROFIT	606,352	779,053	1,261,835	1,291,333
OPERATING EXPENSES
Depreciation and amortization	616,761	141,713	1,247,250	275,749
General and administrative	2,337,817	1,344,667	4,383,711	2,630,254
Total Operating Expenses	2,954,578	1,486,380	5,630,961	2,906,003
LOSS FROM OPERATIONS	(2,348,226)	(707,327)	(4,369,126)	(1,614,670)
OTHER INCOME (EXPENSE)
Change in fair value of warrant liability	543,409	107,898	369,416	64,199
Interest income		1		956
Interest expense	(36,738)		(43,846)
Liquidated damages expense
Total Other Income (Expense)	506,671	107,899	325,570	65,155
LOSS BEFORE INCOME TAXES	(1,841,555)	(599,428)	(4,043,556)	(1,549,515)
INCOME TAX EXPENSE
NET LOSS	(1,841,555)	(599,428)	(4,043,556)	(1,549,515)
PREFERRED DIVIDENDS	(129,826)		(238,127)
NET LOSS ATTRIBUTABLE TO COMMON SHAREHOLDERS	$ (1,971,381)	$ (599,428)	$ (4,281,683)	$ (1,549,515)
BASIC AND DILUTED LOSS PER SHARE	$ (0.10)	$ (0.04)	$ (0.22)	$ (0.11)
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING BASIC AND DILUTED	18,399,405	13,575,389	18,523,071	13,504,978

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SIGNIFICANT ACCOUNTING POLICIES: Use of Estimates (Policies)

3 Months Ended

Jun. 30, 2012

Use of Estimates:

Use of Estimates

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.

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SIGNIFICANT ACCOUNTING POLICIES: Inventory (Policies)

3 Months Ended

Jun. 30, 2012

Inventory:

Inventory

Inventory

Inventory is recorded at the lower of cost or market (net realizable value) using the average cost method. The inventory on hand as of June 30, 2012 consists of motors, controllers, miscellaneous refrigeration parts and raw gasket material at costs of $382,860. An allowance for obsolete inventory has been recorded for $25,000, resulting in net inventory of $357,860.  The Company does not have any work in progress.

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STOCK PURCHASE WARRANTS AND OPTIONS (Details) (USD $)	6 Months Ended
	Jun. 30, 2012
Expense in connection with the warrants	$ 522,365

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STOCK PURCHASE WARRANTS AND OPTIONS: Stock option activity (Tables)

3 Months Ended

Jun. 30, 2012

Stock option activity:

Stock option activity

A summary of the Company’s warrant activity during the periods ended June 30, 2012 and December 31, 2011 is presented below:

					Weighted
			Weighted		Average
			Average		Remaining		Aggregate
	No. of		Exercise		Contractual		Intrinsic
	Options		Price		Term		Value
Balance Outstanding, December 31, 2010		298,500	$	1.00		9.8
Granted		97,791		1.68		5
Granted		450,000		1.72		10
Forfeited		(238,500)		0.94		9.8
Expired		--		--		--
Balance Outstanding, December 31, 2011		607,791		1.63		9.8		$1,018,089
Granted		52,720
Forfeited		(8,889)		0.90		--
Exercised		(11,111)		0.90		--
Balance Outstanding, June 30, 2012		640,511	$	1.60		9.5	$	1,062,197
Exercisable, June 30, 2012		340,511	$	1.60		9.5	$	546,197

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SIGNIFICANT ACCOUNTING POLICIES: Going Concern (Policies)

3 Months Ended

Jun. 30, 2012

Going Concern:

Going Concern

Going Concern

The Company's financial statements are prepared using generally accepted accounting principles in the United States of America applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has not yet established an ongoing source of revenues sufficient to cover its operating costs and allow it to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable. If the Company is unable to obtain adequate capital, it could be forced to cease operations.

In order to continue as a going concern, the Company will need, among other things, additional capital resources. Management's plan is to obtain such resources for the Company by obtaining capital from management and significant shareholders sufficient to meet its minimal operating expenses and seeking equity and/or debt financing. However management cannot provide any assurances that the Company will be successful in accomplishing any of its plans.

The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plans described in the preceding paragraph and eventually secure other sources of financing and attain profitable operations. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

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SIGNIFICANT ACCOUNTING POLICIES: Recent Accounting Pronouncements (Policies)

3 Months Ended

Jun. 30, 2012

Recent Accounting Pronouncements:

Recent Accounting Pronouncements

Recent Accounting Pronouncements

The Company has evaluated recent accounting pronouncements and their adoption has not had or is not expected to have a material impact on the Company’s financial position, or statements.

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STOCK PURCHASE WARRANTS AND OPTIONS: Warrant activity (Tables)

3 Months Ended

Jun. 30, 2012

Warrant activity:

Warrant activity

A summary of the Company’s warrant activity during the periods ended June 30, 2012 and December 31, 2011 is presented below:

				Weighted
		Weighted		Average
		Average		Remaining		Aggregate
	No. of	Exercise		Contractual		Intrinsic
	Warrants	Price		Term		Value
Balance Outstanding, December 31, 2010	11,870,116	$	2.31		2.78	$	27,457,223
Granted	2,660,000		2.53		5.00
Exercised	(18,000)		1.00		--
Granted	1,000,000		3.00		10.00
Forfeited	(50,000)		1.25		--
Balance Outstanding, December 31, 2011	15,531,116		2.53		2.78	$	33,801,473
Granted	2,285,000		1.24		5.00
Exercised	(100,000)		--		--
Forfeited	--		--		--
Balance Outstanding June 30, 2012	17,716,116	$	2.17		3.53	$	36,498,268
Exercisable, June 30, 2012	16,090,116	$	2.06		3.53	$	34,935,056

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STOCK PURCHASE WARRANTS AND OPTIONS: Warrant activity (Details) (USD $)	6 Months Ended	12 Months Ended
	Jun. 30, 2012	Dec. 31, 2011	Dec. 31, 2010
Warrants outstanding	17,716,116	15,531,116	11,870,116
Weighted Average Exercise Price, warrants outstanding	$ 2.17	$ 2.53	$ 2.31
Aggregate Intrinsic Value, warrants outstanding	$ 36,498,268	$ 33,801,473	$ 27,457,223
Warrants granted	2,285,000	2,660,000
Weighted Average Exercise Price, warrants granted	$ 1.24	$ 2.53
Warrants exercised	(100,000)	(18,000)
Weighted Average Exercise Price, warrants exercised		$ 1.00
Warrants granted2		1,000,000
Weighted Average Exercise Price, warrants granted2		$ 3.00
Warrants forfeited		(50,000)
Weighted Average Exercise Price, warrants forfeited		$ 1.25
Warrants exercisable	16,090,116
Weighted Average Exercise Price, warrants exercisable	$ 2.06
Aggregate Intrinsic Value, warrants exercisable	$ 34,935,056

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Consolidated Statements of Cash Flows (unaudited) (USD $)	6 Months Ended
	Jun. 30, 2012	Jun. 30, 2011
OPERATING ACTIVITIES
Net loss from continuing operations	$ (4,281,683)	$ (1,549,515)
Adjustments to reconcile net loss to net cash used in operating activities:
Stock option and warrants issued for services	541,986	342,179
Warrant derivative liability	(393,416)	(64,199)
Stock issued for services	308,686	521,784
Amortization of beneficial conversion	4,725
Depreciation and amortization	1,247,250	275,749
Changes in operating assets and liabilities:
Accounts receivable	(190,705)	(504,398)
Inventory	115,591	(235,826)
Prepaid expenses and deposits	66,502	(751,144)
Accrued dividends payable	164,294
Accounts payable and accrued expenses	282,487	242,163
Net Cash Used in Continuing Operating Activities	(2,134,283)	(1,723,207)
INVESTING ACTIVITIES
Acquisition of subsidiaries		(150,000)
Purchase of property and equipment		(81,927)
Net Cash Used in Investing Activities		(231,927)
FINANCING ACTIVITIES
Cash received in purchase of subsidiary		404,333
Proceeds from preferred stock	1,228,500
Proceeds from notes payable	500,000
Proceeds from related party loans	55,000
Repayment of notes payable	(36,391)	(94,006)
Repayment of notes payable - related party	(1,328)
Net Cash Provided by Financing Activities	1,745,781	310,327
NET INCREASE (DECREASE) IN CASH	(388,502)	(1,644,807)
CASH AT BEGINNING OF YEAR	527,108	3,900,096
CASH AT END OF YEAR	138,606	2,255,289
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid for Interest	17,734
NON CASH FINANCING ACTIVITIES:
Common stock issued for acquisition of subsidiary		2,430,009
Common stock issued for license		177,000
Common stock issued for debt	677,476
Common stock issued for preferred stock and dividends payable	$ 7,199

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SUBSEQUENT EVENTS

3 Months Ended

Jun. 30, 2012

SUBSEQUENT EVENTS:

SUBSEQUENT EVENTS

NOTE 5 - SUBSEQUENT EVENTS

On July 10, 2012 the Company received $400,000 in proceeds from its notes payable. The Company received an additional $200,000 of proceeds from its notes payable on August 7, 2012 for which the Company issued 50,000 warrants with a $0.10 exercise price.

On July 19, 2012 the Company issued 12,000 shares upon the exercise of warrants per the terms of the employment agreement. The Company also issued 5,000 shares of its common stock to an executive officer under the terms of his employment contract.

On July 30, 2012, 19,000 shares of Preferred Series A stock and $22,800 of accrued dividends were converted into 212,800 shares of common stock. Also the seller of the SwitchGenie technology agreed to return for cancellation of 75,000 shares of the Company’s common stock and to the cancellation of 160,000 stock purchase warrants.

On August 1, 2012 the Company issued 13,000 shares of its common stock upon the exercise of warrants for cash of $12,000 and accrued compensation of $1,000.

On August 2, 2012 (a) $500,000 of notes payable and accrued interest of $11,441 were converted into 51,144 shares of Series B preferred stock and warrants to purchase 225,720 shares of common stock and (b) $200,000 of notes payable and accrued interest of $1,580 were converted into 20,158 shares of Series B Preferred stock and warrants to purchase 100,790 shares of common stock. The Company also issued 15,457 shares of its common stock for $19,354 of accrued compensation.

On August 3, 2012 the Company issued 17,000 shares of its common stock upon the exercise of warrants for $17,000 of cash.

On August 9, 2012 the Company issued 19,000 shares of its Series B Preferred stock and warrants to purchase 114,000 shares for cash proceeds of $190,000. The Company also issued 3,500 shares of its Series B preferred stock and warrants to purchase 17,500 shares for $35,000 of legal services. The Company also issued 366,529 common shares at $1.328 per share to acquire certain solar projects in Hawaii and 29,412 common shares at $1.02 in satisfaction of an accrued liability.

In accordance with ASC 855-10, the Company’s management has reviewed all material events there are no additional material subsequent events to report.

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STOCK PURCHASE WARRANTS AND OPTIONS: Stock option activity (Details) (USD $)	6 Months Ended	12 Months Ended
	Jun. 30, 2012	Dec. 31, 2011	Dec. 31, 2010
Options outstanding	640,511	607,791	298,500
Weighted Average Exercise Price, options outstanding	$ 1.60	$ 1.63	$ 1.00
Options granted	52,720	97,791
Weighted Average Exercise Price, options granted		$ 1.68
Options granted2		450,000
Weighted Average Exercise Price, options granted2		$ 1.72
Options forfeited	(8,889)	(238,500)
Weighted Average Exercise Price, options forfeited	$ 0.90	$ 0.94
Aggregate Intrinsic Value, options outstanding	$ 1,062,197	$ 1,018,089
Options exercised	(11,111)
Weighted Average Exercise Price, options exercised	$ 0.90
Options exercisable	340,511
Weighted Average Exercise Price, options exercisable	$ 1.60
Aggregate Intrinsic Value, options exercisable	$ 546,197