UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

____________________

FORM 8-K

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 31,~~March ~~2009~~2, 2010

Blue Earth Solutions, Inc.

(Exact name of registrant as specified in its charter)

Nevada	333-140438	26-1909139
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

13511 Granville Ave , Clermont, FL	34711
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: 352-729-0150

___________________________________________________

(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:

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

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

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

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

~~SECTION~~Blue 5Earth –Solutions, ~~Corporate~~Inc. ~~Governance~~is ~~and~~referred ~~Management~~to herein as “we”, “our” or “us”

~~Item~~SECTION 8 ~~5.02~~– ~~Departure~~Other ~~of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers~~Events

~~Effective October~~Item ~~31, 2009, Mr~~8.01 ~~Samir~~– K.Other ~~Burshan resigned as a member of our board of directors. There was no known disagreement with Mr. Burshan on any matter relating to our operations, policies or practices.~~Events

Background

As reflected in our Form 10-Q for the quarterly period ending September 30, 2009 , on July 1, 2009, we acquired American Marketing and Sales, Inc. (“AMS”), a plastic injection molding business. The specific terms of the AMS acquisition are contained at notes 6 and 9 to our financial statements for the period ending September 30, 2009, including that as part of the AMS purchase, we entered into a $5,450,000 note secured by AMS’ assets and stock and payable to the former stockholders of AMS (the “Note”). The Note accrues interest at 6% and the entire note balance, including accrued interest, is due and payable on December 7, 2010, but contains rights to call the Note prior to the December 7, 2010 due and payable date.

Notice of Early Call of Note

On March 2, 2010, we received written notice from the holder of the note, Leonard J. Tocci, for payment in full of all amounts due under the terms of the Note within sixty (60) days of the notice.

Should we default upon the Note, our operations and financial condition will be negatively affected.

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.

Blue Earth Solutions, Inc.

/s/Patricia Cohen

Patricia Cohen

~~CEO~~Chief Executive Officer

Date: ~~November 5~~March 8, ~~2009~~2010

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