8KA

0001393905-15-000016.txt : 20150108 0001393905-15-000016.hdr.sgml : 20150108 20150108173102 ACCESSION NUMBER: 0001393905-15-000016 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20141230 ITEM INFORMATION: Completion of Acquisition or Disposition of Assets ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20150108 DATE AS OF CHANGE: 20150108 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Blue Earth, Inc. CENTRAL INDEX KEY: 0001422109 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC SERVICES [4911] IRS NUMBER: 980531496 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-36607 FILM NUMBER: 15517162 BUSINESS ADDRESS: STREET 1: 2298 HORIZON RIDGE PARKWAY STREET 2: SUITE 205 CITY: HENDERSON STATE: NV ZIP: 89502 BUSINESS PHONE: 702-263-1808 MAIL ADDRESS: STREET 1: 2298 HORIZON RIDGE PARKWAY STREET 2: SUITE 205 CITY: HENDERSON STATE: NV ZIP: 89502 FORMER COMPANY: FORMER CONFORMED NAME: Genesis Fluid Solutions Holdings, Inc. DATE OF NAME CHANGE: 20091106 FORMER COMPANY: FORMER CONFORMED NAME: CHERRY TANKERS INC. DATE OF NAME CHANGE: 20081113 FORMER COMPANY: FORMER CONFORMED NAME: CHERRY TANKERS, INC. DATE OF NAME CHANGE: 20081112 8-K/A 1 bblu_8ka.htm CURRENT REPORT 8KA

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

AMENDMENT NO. 1

FORM 8-K/A

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

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported) December 30, 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 240.13e4(c))

The following amendment is filed to attach the Press Release attached hereto as Exhibit 99.1.

ITEM 2.01 COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS

On December 30, 2014, Blue Earth, Inc. (the “Company”) through its subsidiary Blue Earth Solar, Inc. (“BE Solar”), completed the sale of all of the membership interests in Lenape II Solar LLC, a Nevada limited liability company (“Lenape”) to NRG Solar DG LLC (“NRG”) pursuant to the terms of a Membership Interest Purchase Agreement, dated as of November 4, 2014 (the “MIPA”). Lenape held certain project rights with respect to the development of a photovoltaic generating facility located in Indianapolis, Indiana. As a condition to the closing of MIPA, BE Solar entered into an Engineering, Procurement and Construction Agreement with Lenape (the “EPC Agreement”). The MIPA and EPC Agreements were entered into in the ordinary course of business by Blue Earth Solar. The Company has valued the combined return under the MIPA and EPC to be approximately $12.3 million. There was no material relationship, other than in respect of the transaction, between the parties prior to the transaction.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits.


Exhibit Number	Description

99.1	Press release dated January 8, 2015.

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 8, 2015	BLUE EARTH, INC.

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

EX-99.1 2 bblu_ex991.htm PRESS RELEASE ex-99.1

EXHIBIT 99.1

BLUE EARTH SELLS ITS 4.732 MWDC INDIANA SOLAR PROJECT TO NRG SOLAR DG LLC

Henderson, Nevada, January 8, 2015--Blue Earth, Inc. (NASDAQ: BBLU) a renewable/alternative energy and energy efficiency services company, announced today that it has closed on a Membership Interest Purchase Agreement to sell its wholly owned, Lenape II Solar LLC, that held the rights to develop, own and operate a 4.732 MWdc photovoltaic (PV) generating facility located in Indianapolis, Indiana to NRG Solar DG LLC.

Blue Earth Solar, Inc., a wholly owned subsidiary of BBLU, is providing the engineering, procurement and construction (EPC) services for the rooftop and carport PV project. Completion of the project is expected during the third quarter of 2015.

“We are delighted to establish a working relationship with NRG as they are a premier company in the solar PV space,” stated Ruben Fontes, President of BE Solar, Inc.

About BBLU

BBLU is engaged in the clean technology industry with a primary focus in energy efficiency and renewable energy sectors. We strive to participate in the global movement for a sustainable planet by offering products and services that will optimize energy use, reduce harmful environmental emissions and materially reduce energy costs to our customers. For more information about Blue Earth, Inc., please visit www.blueearthinc.com.

Investor Relations Contact:


Blue Earth, Inc.	Liviakis Financial Communications, Inc.
John C. Francis	Michael Bayes
www.blueearthinc.com	www.liviakis.com
702.263.1808 Ext. 103	415.389.4670
jfrancis@blueearthinc.com	michael@liviakis.com

The Del Mar Consulting Group, Inc.

Robert B. Prag, President

858.361.1786
bprag@delmarconsulting.com

Forward Looking Statements

This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. All statements other than statements of historical facts included in this press release are forward-looking statements. These statements relate to future events or to the Company’s future financial performance, and involve known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. Investors should not place any undue reliance on forward-looking statements since they involve known and unknown risks, uncertainties and other factors which are, in some cases, beyond the Company’s control which could, and likely will, materially affect actual results, levels of activity, performance or achievements. Any forward-looking statement reflects the Company’s current views with respect to future events and is subject to these and other risks, uncertainties and assumptions relating to operations, results of operations, growth strategy and liquidity. Such risks, uncertainties and other factors, which could impact the Company and the forward-looking statements contained herein are included in the Company’s filings with the Securities and Exchange Commission, including the Company’s Form 10-Ks, Form 10-Qs, Form 8-Ks, Proxy Statements and other filings. The Company assumes no obligation to publicly update or revise these forward-looking statements for any reason, or to update the reasons actual results could differ materially from those anticipated in these forward-looking statements, even if new information becomes available in the future.