SC 13G/A 1 t80947_sc13ga.htm SCHEDULE 13G (AMENDMENT NO. 1)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 13G
 
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
 
Blue Earth, Inc.
(Name of Issuer)
 
Common Stock, $0.01 par value per share
(Title of Class of Securities)
 
095428108
(CUSIP Number)
 
November 25, 2014
(Date of Event Which Requires Filing of this Statement)
 
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
     
 
o
Rule 13d-1(b)
     
 
x
Rule 13d-1(c)
     
 
o
Rule 13d-1(d)
 
*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
 
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
 
 
 

 

SCHEDULE 13G
 
CUSIP No.
095428108 
  
Page 2 of 6 Pages
         
1
NAME OF REPORTING PERSONS
 
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
   
 
Jackson Investment Group, LLC      20-5783109
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP  (SEE INSTRUCTIONS)
  
   
(a)
   
o
   
(b)
   
o
3
SEC USE ONLY
  
     
         
4
CITIZENSHIP OR PLACE OF ORGANIZATION
  
     
 
State of Georgia, United States of America
  
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5
SOLE VOTING POWER
  
     
     
6
SHARED VOTING POWER
  
     
 
16,445,776
  
7
SOLE DISPOSITIVE POWER
  
     
     
8
SHARED DISPOSITIVE POWER
  
     
 
16,445,776
  
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
  
     
 
16,445,776
  
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
  
 
CERTAIN SHARES  (SEE INSTRUCTIONS)
  
     
   
o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
  
     
 
17.68%
  
12
TYPE OF REPORTING PERSON  (SEE INSTRUCTIONS)
  
     
 
OO (limited liability company)
  
 
 
 

 

 
SCHEDULE 13G
 
CUSIP No.
095428108
  
Page 3 of 6 Pages
         
1
NAME OF REPORTING PERSONS
 
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
       
 
Richard L. Jackson
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP  (SEE INSTRUCTIONS)
     
(a)
     
o
     
(b)
     
o
3
SEC USE ONLY
  
       
       
4
CITIZENSHIP OR PLACE OF ORGANIZATION
  
       
 
United States of America
  
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5
SOLE VOTING POWER
  
     
     
6
SHARED VOTING POWER
  
     
 
16,445,776
  
7
SOLE DISPOSITIVE POWER
  
     
     
8
SHARED DISPOSITIVE POWER
  
     
 
16,445,776
  
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
       
 
16,445,776
  
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
  
 
CERTAIN SHARES  (SEE INSTRUCTIONS)
  
     
o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
  
       
 
17.68%
  
12
TYPE OF REPORTING PERSON  (SEE INSTRUCTIONS)
  
       
 
IN
  
 
 
 

 

 
 
CUSIP No.
095428108 
  
Page 4 of 6 Pages
 
ITEM 1.
(a) Name of Issuer:
 
Blue Earth, Inc.
 
(b) Address of Issuer’s Principal Executive Offices:
 
2298 Horizon Ridge Parkway
Suite 205
Henderson, Nevada  89502
 
ITEM 2.
(a) Name of Persons Filing:
 
Jackson Investment Group, LLC
Richard L. Jackson
 
(b) Address of Principal Business Office, or if None, Residence:
 
For both persons filing:
 
2655 Northwinds Parkway
Alpharetta, Georgia  30009
 
(c) Citizenship:
 
Jackson Investment Group, LLC, is a Georgia limited liability company
Richard L. Jackson is a United States citizen
 
(d) Title of Class of Securities:
 
Common Stock, par value $0.01 per share
 
(e) CUSIP Number:
 
095428108
 
ITEM 3.  IF THIS STATEMENT IS FILED PURSUANT TO SS.240.13d-1(b) OR 240.13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A:
 
 
(a)
o
Broker or dealer registered under Section 15 of the Act  (15 U.S.C. 78o).
 
(b)
o
Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c).
 
(c)
o
Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c).
 
(d)
o
Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
 
(e)
o
An investment adviser in accordance with  ss.240.13d-1(b)(1)(ii)(E);
 
(f)
o
An employee benefit plan or endowment fund in accordance with ss.240.13d-1(b)(1)(ii)(F);
 
(g)
o
A parent holding company or control person in accordance with ss.240.13d-1(b)(1)(ii)(G);
 
(h)
o
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
 
(i)
o
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
 
(j)
o
Group, in accordance with ss.240.13d-1(b)(1)(ii)(J).
 
ITEM 4. OWNERSHIP.
 
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
 
(a) Amount beneficially owned:  for both persons filing 16,445,776 shares of common stock
 
(b) Percent of class:  17.68%
 
(c) Number of shares as to which such person has:
 
(i)  Sole power to vote or to direct the vote:  none
 
(ii) Shared power to vote or to direct the vote:  16,445,776
 
(iii) Sole power to dispose or to direct the disposition of:  none
 
(iv) Shared power to dispose or to direct the disposition of:  16,445,776
 
 
 

 

 
CUSIP No.
095428108 
  
Page 5 of 6 Pages
 
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
 
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [ ].
 
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.
 
Not applicable
 
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY.
 
Not applicable
 
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.
 
Not applicable
 
ITEM 9. NOTICE OF DISSOLUTION OF GROUP.
 
Not applicable
 
ITEM 10. CERTIFICATIONS.
 
By signing below, each of the undersigned certifies that, to the best of its or his knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having such purpose or effect.
 
Exhibits
 
Exhibit 1
 
Joint Filing Agreement dated September 12, 2014, between Jackson Investment Group, LLC, and Richard L. Jackson, incorporated by reference to Exhibit 1 to the Schedule 13G filed by the reporting persons with the SEC on September 12, 2014.
 
 
 

 

SIGNATURE
 
After reasonable inquiry and to the best of each of the undersigned’s knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
       
 
Date:  December 4, 2014
  
       
 
JACKSON INVESTMENT GROUP, LLC
  
       
       
 
By:
/s/ Richard L. Jackson  
   
Richard L. Jackson, Chief Executive Officer
  
       
       
 
Date:  December 4, 2014
  
     
     
 
/s/ Richard L. Jackson
  
 
Richard L. Jackson