UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

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

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): ~~July~~August 1923, 2016

BLUE EARTH, INC.

(Exact name of registrant as specified in its charter)

NEVADA

(State or Other Jurisdiction of Incorporation)

0-54669

(Commission File Number)

98-0531496

(IRS Employer Identification No.)

235 Pine Street, Suite 1100

San Francisco, CA 94104

(Address of principal executive offices)(Zip Code)

(415) 964-4411

(Registrant’s telephone number, including area code)

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 240.13e-4(c))

Item 17.0301. ~~Bankruptcy~~Regulation orFD ~~Receivership~~Disclosure.

As previously disclosed on ~~March~~July 2425, 2016 on a Current Report on Form 8-K filed with the Securities and Exchange Commission (“SEC”) on ~~March~~July 2119, 2016, the Joint Plan of Reorganization of Blue Earth, Inc. (the “Company”) and its wholly-owned subsidiary, Blue Earth Tech, Inc. (collectively, with the Company, “Blue Earth”) ~~filed~~and ~~voluntary~~Jackson ~~petitions~~Investment ~~for~~Group, LLC (the “Plan”) was approved by the United States Bankruptcy Court for the Northern District of California, San Francisco Division (the “Court”) ~~seeking relief~~ under Chapter 11 of Title 11 of the United States Code (the “Bankruptcy Code”). ~~Blue Earth’s Chapter 11 cases are being jointly administered for procedural purposes only~~ under the caption In re Blue Earth Inc., et al., Case No. ~~16-~~ 30296-DM~~) (the “Chapter 11 Cases”)~~. ~~The~~ Company has continued to operate its business as a “debtor-in-possession” under the jurisdiction of the Court and in accordance with the applicable provisions of the Bankruptcy Code and orders of the Court.

On ~~July~~August 1923, 2016, the ~~Court~~Company ~~approved~~filed ~~Blue~~its ~~Earth’s~~monthly ~~Joint~~operating ~~Plan~~report offor ~~Reorganization of~~ the ~~Debtors~~period ~~and~~from ~~Jackson~~July ~~(the~~1, ~~“Plan”)~~2016 ~~and~~to on July 2131, 2016 (the ~~Court~~“Monthly ~~formally~~Operating ~~entered~~Report”) anwith ~~order confirming~~ the ~~Plan~~Court. A ~~copy~~The ofMonthly ~~the~~Operating ~~Plan~~Report ~~as confirmed~~ is ~~attached~~furnished as Exhibit 99.1 to this Current Report on Form 8-K ~~and is summarized herein~~. ~~Information~~ ~~as to the assets and liabilities of the Company as of June 30, 2016 is included in Exhibit 99.2 to this Current Report.~~

AsThe ~~more~~Company ~~specifically~~has ~~discussed therein,~~filed a Form 15 with the ~~Plan~~U.S. ~~provides~~Securities ~~for~~and Exchange Commission to suspend its duty to file reports under Sections 13 and 15(d) of the ~~following~~Securities ~~terms:~~Exchange Act of 1934 (the “Exchange Act”). The suspension will be effective on or about October 31, 2016.

The ~~Plan~~information ~~generally~~furnished ~~provides~~under ~~for~~this aItem ~~reorganization~~7.01 of ~~Blue~~this ~~Earth’s~~Current ~~business~~Report ~~through~~on aForm ~~debt~~8-~~for-equity~~K, ~~swap~~including ~~whereby~~Exhibit ~~Jackson~~99.1, ~~receives~~shall ~~100%~~not ofbe ~~the~~deemed ~~equity~~to ~~interests~~be in“filed” for the ~~reorganized~~purposes ~~Company.~~of ~~The~~Section ~~equity~~18 ~~interests~~of inthe ~~Blue~~Exchange ~~Earth Tech~~Act, ~~Inc.~~or ~~are~~otherwise ~~being~~subject ~~reinstated.~~to ~~More~~the ~~specifically,~~liabilities ~~the~~of ~~reorganized~~that ~~Company~~Section. ~~will~~The ~~assume~~information $8in ~~million~~this ofItem ~~debt~~7.01, ~~which~~including ~~will~~Exhibit be99.1, ~~converted~~shall ~~into~~not ~~the~~be ~~exit~~deemed ~~contingent~~incorporated ~~note~~by ~~and~~reference ~~convert~~into $1any ~~million~~filing ~~into~~under the ~~equity~~Securities ~~interests~~Act of ~~the~~1933, ~~Company.~~as ~~The~~amended, ~~Company~~or ~~will~~the ~~retain~~Exchange ~~the~~Act ~~operations~~regardless of ~~Sumter~~any ~~Heat~~general ~~and~~incorporation ~~Power,~~language ~~LLC,~~in assuch ~~well as collect various other receivables~~filing.

~~Holders~~Cautionary ofStatement ~~general~~Regarding ~~unsecured~~Monthly ~~claims~~Operating ~~will~~Report receive a distribution equal to (i) their pro rata share of $285,000 and (ii) 40% of the Allowed amount of their General Unsecured Claims, plus, (iii) any distributions from the litigation trust created under the Plan until such claims are paid in full including interest; provided, however, that the Company may elect to pay the balance of such allowed general unsecured claims so that such holders receive 100% of their allowed general unsecured claims without interest if paid by December 31, 2016.

The ~~Plan~~Company ~~provides~~cautions investors and potential investors not to place undue reliance upon the information contained in the Monthly Operating Report, which was not prepared for the ~~creation~~purpose of aproviding ~~litigation~~the ~~trust~~basis for an investment decision relating to any of the ~~purpose~~securities of ~~investigating~~the Company. The Monthly Operating Report is limited in scope, covers a limited time period and ~~prosecuting~~has ~~Trust~~been ~~Causes~~prepared solely for the purpose of ~~Action~~complying ~~(as~~with ~~defined~~the monthly reporting requirements applicable in the ~~Plan)~~Chapter ~~that~~11 ~~may~~Case ~~result~~and is in ~~distributions~~a format acceptable to ~~holders~~the Court. The Company is not required to publicly update the Monthly Operating Report to reflect more current facts or estimates or the occurrence of ~~allowed~~future ~~general~~events, ~~unsecured~~including ~~claims.~~if ~~Bradley~~the Dfacts, estimates and assumptions upon which the Monthly Operating Report is based are erroneous. ~~Sharp~~The Monthly Operating Report was not audited or reviewed by independent accountants, ~~Sr.~~was not prepared in accordance with generally accepted accounting principles in the United States, is in a ~~Managing~~format ~~Director~~prescribed ofby ~~Development~~applicable ~~Specialists~~bankruptcy laws, ~~Inc~~and is subject to future adjustment (which may be material) and reconciliation. There can be no assurance that, ~~has~~from ~~been~~the ~~selected~~perspective asof an investor or potential investor in the ~~litigation~~Company’s ~~trustee~~securities, the Monthly Operating Report is complete. The Monthly Operating Report also contains information for periods which are shorter or otherwise different from those required in the Company’s reports pursuant to the Exchange Act which are not being filed and such information might not be indicative of the ~~litigation~~Company’s ~~trust~~financial condition or operating results for the period that would be reflected in the Company’s financial statements or in its reports pursuant to the Exchange Act. Results set forth in the Monthly Operating Report should not be viewed as indicative of future results.

OnThe ~~July 21, 2016, the~~ Company ~~filed~~also ~~its~~cautions ~~monthly~~that ~~operating~~pursuant ~~report~~to ~~for~~ the ~~period~~terms ~~from~~of ~~June~~the 1,Plan ~~2016~~all toequity ~~June~~securities ~~30,~~of ~~2016 (~~the ~~“Monthly~~Company ~~Operating~~have ~~Report”)~~been ~~with~~cancelled ~~the~~and ~~Court.~~there ~~The~~should ~~Monthly~~be ~~Operating~~no ~~Report~~trading isin ~~furnished~~its ~~as Exhibit 99~~securities.~~2 to this Current Report on Form 8-K.~~

~~The information furnished under this Item 1.03 of this Current Report on Form 8-K, including Exhibits 99.1 and 99.~~2 shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section. The information in this Item 1.03, including Exhibits 99.1 and 99.2, shall not be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act regardless of any general incorporation language in such filing.

2Forward-Looking Statements

~~Cautionary~~Certain ~~Statement~~statements ~~Regarding~~contained ~~Monthly~~in ~~Operating~~this ~~Report~~report may be deemed to be forward-looking under the Federal securities laws. The Company intends that all such forward-looking statements be subject to the safe harbor created under Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934.

The Company cautions investors and potential investors not to place undue reliance upon the information contained in the Monthly Operating Report, which was not prepared for the purpose of providing the basis for an investment decision relating to any of the securities of the Company. The Monthly Operating Report is limited in scope, covers a limited time period and has been prepared solely for the purpose of complying with the monthly reporting requirements applicable in the Chapter 11 Case and is in a format acceptable to the Court. The Company is not required to publicly update the Monthly Operating Report to reflect more current facts or estimates or the occurrence of future events, including if the facts, estimates and assumptions upon which the Monthly Operating Report is based are erroneous. The Monthly Operating Report was not audited or reviewed by independent accountants, was not prepared in accordance with generally accepted accounting principles in the United States, is in a format prescribed by applicable bankruptcy laws, and is subject to future adjustment (which may be material) and reconciliation. There can be no assurance that, from the perspective of an investor or potential investor in the Company’s securities, the Monthly Operating Report is complete. The Monthly Operating Report also contains information for periods which are shorter or otherwise different from those required in the Company’s reports pursuant to the Exchange Act which are not being filed and such information might not be indicative of the Company’s financial condition or operating results for the period that would be reflected in the Company’s financial statements or in its reports pursuant to the Exchange Act. Results set forth in the Monthly Operating Report should not be viewed as indicative of future results.

The Company also cautions that trading in its securities during the pendency of the Chapter 11 Case is highly speculative and poses substantial risks.

Forward-Looking Statements

Certain statements contained in this report may be deemed to be forward-looking under the Federal securities laws. The Company intends that all such forward-looking statements be subject to the safe harbor created under Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934. The Company cautions that these statements are qualified by important factors that could cause actual results to differ materially from those reflected by the forward-looking statements contained herein.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits. The following exhibits are furnished with this report:

99.1

~~Amended~~Monthly ~~Joint~~Operating ~~Plan~~Report of ~~Reorganization~~Blue ofEarth, Inc. for the ~~Debtors~~period ~~and~~July ~~Jackson~~1, ~~Investment~~2016 ~~Group~~to July 31, ~~LLC~~2016.

99.2

Monthly Operating Report of Blue Earth, Inc. for the period June 1, 2016 to June 30, 2016.

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: ~~July~~August 2229, 2016

By: /s/ G. Robert Powell

Name: G. Robert Powell,

Title: Chief Executive Officer

Filing Compare · Blue Earth, Inc.