Blue Earth (BBLUQ) Inactive 10-Q15 Nov 132013 Q3 Quarterly reportFinancial data

Company Profile

Document_and_Entity_Informatio

Document and Entity Information	3 Months Ended
Document and Entity Information	Sep. 30, 2013
Document and Entity Information	'
Entity Registrant Name	'Blue Earth, Inc.
Document Type	'10-Q
Document Period End Date	30-Sep-13
Amendment Flag	'false
Entity Central Index Key	'0001422109
Current Fiscal Year End Date	'--12-31
Entity Common Stock, Shares Outstanding	51,928,738
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	'2013
Document Fiscal Period Focus	'Q3

Consolidated_Balance_Sheets_un

Consolidated Balance Sheets (unaudited) (USD $)	Sep. 30, 2013	Dec. 31, 2012
CURRENT ASSETS	'	'
Cash	$1,933,140	$659,009
Accounts receivable, net	2,022,556	1,749,827
Costs and revenues in excess of billings	3,272,111	1,724,543
Inventory, net	394,890	221,548
Loan receivable	1,000,000	'
Construction in progress	2,548,351	706,043
Prepaid expenses and deposits	484,375	921,917
Total Current Assets	11,655,423	5,982,887
PROPERTY AND EQUIPMENT, net	842,772	661,156
OTHER ASSETS	'	'
Deposits	47,039	52,408
Contracts and franchise, net	20,876,687	8,250,495
Construction in progress (noncurrent)	44,035,500	'
Total Other Assets	64,959,226	8,302,903
TOTAL ASSETS	77,457,421	14,946,946
CURRENT LIABILITIES	'	'
Accounts payable	819,457	2,088,459
Current portion of notes payable	1,518,809	503,386
Related party payables	1,568,425	1,976,995
Billings in excess of revenues	591,397	674,971
Deferred revenues	9,258	17,004
Accrued expenses	563,927	423,256
Payroll expenses payable	171,167	534,846
Preferred dividends payable	252,875	440,287
Total Current Liabilities	5,495,315	6,659,204
LONG TERM LIABILITIES	'	'
Long term portion of notes payable	'	'
Total Liabilities	5,495,315	6,659,204
Commitments and contingencies	'	'
STOCKHOLDERS' EQUITY	'	'
Preferred stock value	899	510
Common stock value	51,929	20,883
Additional paid-in capital	120,264,000	42,332,298
Stock subscription receivable	52,500	'
Accumulated deficit	-48,407,222	-34,065,949
Total Stockholders' Equity	71,962,106	8,287,742
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$77,457,421	$14,946,946	[1]

[1]	The numbers in this column, for the fiscal year ended December 31, 2012, are derived from audited financials.

Consolidated_Balance_Sheets_Pa

Consolidated Balance Sheets (Parenthetical) (USD $)	Sep. 30, 2013	Dec. 31, 2012
Balance Sheet	'	'
Preferred stock, par value	$0.00	$0.00
Preferred stock, shares authorized	25,000,000	25,000,000
Preferred stock, shares issued	898,500	510,152
Common stock, par value	$0.00	$0.00
Common stock, shares authorized	100,000,000	100,000,000
Common stock, shares issued	51,928,738	20,882,549
Common stock, shares outstanding	51,928,738	20,882,549

Consolidated_Statements_of_Ope

Consolidated Statements of Operations (unaudited) (USD $)	3 Months Ended		9 Months Ended
Consolidated Statements of Operations (unaudited) (USD $)	Sep. 30, 2013	Sep. 30, 2012	Sep. 30, 2013	Sep. 30, 2012
Income Statement	'	'	'	'
REVENUES	$2,692,934	$1,741,256	$8,770,974	$3,653,976
COST OF SALES	1,552,448	1,226,090	5,829,252	2,392,141
GROSS PROFIT	1,140,486	515,166	2,941,722	1,777,001
OPERATING EXPENSES	'	'	'	'
Depreciation and amortization	696,892	614,272	1,895,574	1,861,522
General and administrative	5,397,669	2,478,668	13,557,064	6,862,379
Total Operating Expenses	6,094,561	3,092,940	15,452,638	8,723,901
LOSS FROM OPERATIONS	-4,954,075	-2,577,774	-12,510,916	-6,946,900
OTHER INCOME (EXPENSE)	'	'	'	'
Gain (loss) on derivative valuation	'	975,263	'	1,344,679
Other income	132	'	132	'
Interest expense	-114,409	-31,138	-412,225	-74,984
Gain (loss) on settlement of debt	390	'	637,487	'
Total Other Income (Expense)	-113,887	944,125	225,394	1,269,695
LOSS BEFORE INCOME TAXES	-5,097,962	-1,633,649	-12,285,522	-5,677,205
INCOME TAX EXPENSE	'	'	'	'
NET LOSS	-5,097,962	-1,633,649	-12,285,522	-5,677,205
PREFERRED DIVIDENDS	-1,397,410	-243,821	-2,055,751	-481,948
NET LOSS ATTRIBUTABLE TO COMMON SHAREHOLDERS	($6,465,372)	($1,877,470)	($14,371,273)	($6,159,153)
BASIC AND DILUTED LOSS PER SHARE	($0.11)	($0.09)	($0.41)	($0.30)
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING BASIC AND DILUTED	45,140,963	19,014,439	30,138,004	18,688,056

Consolidated_Statements_of_Cas

Consolidated Statements of Cash Flows (unaudited) (USD $)	9 Months Ended
Consolidated Statements of Cash Flows (unaudited) (USD $)	Sep. 30, 2013	Sep. 30, 2012
OPERATING ACTIVITIES	'	'
Net loss	($12,285,522)	($5,677,205)
Adjustments to reconcile net loss to net cash used in operating activities:	'	'
Stock option and warrants issued for services	4,813,425	968,822
(Gain) loss on derivative valuation (verbose}	'	-1,368,679
Derivative attached to preferred stock	'	110,990
Gain on settlement of debt	-637,487	'
Stock issued for services	1,875,537	412,663
Depreciation and amortization	1,895,574	1,861,522
Amortization of debt discount	58,366	'
Changes in operating assets and liabilities:	'	'
Accounts receivable and billings in excess	-1,781,553	10,239
Inventory	-65,011	156,821
Construction in progress	-2,330,732	-349,120
Prepaid expenses and deposits	442,911	303,233
Accrued dividends payable	'	-110,959
Accounts payable and accrued expenses-	-1,837,916	82,399
Net Cash Used in Continuing Operating Activities	-9,852,408	-3,599,274
INVESTING ACTIVITIES	'	'
Issuance of loan receivable	1,000,000	'
Purchase of property and equipment	41,675	'
Net Cash Used in Investing Activities	-1,041,675	'
FINANCING ACTIVITIES	'	'
Proceeds from warrants exercised	2,038,192	'
Repayment of line of credit	1,500,000	'
Proceeds from related party loans	424,300	155,000
Proceeds from preferred stock	8,896,001	2,956,000
Proceeds from line of credit	3,000,000	'
Cash received from subsidiary	531,460	'
Proceeds from notes payable	'	1,208,551
Repayment of notes payable	529,886	48,934
Repayment of related party loans	691,853	6,797
Net Cash Provided by Financing Activities	12,168,214	4,263,820
NET INCREASE (DECREASE) IN CASH	1,274,131	664,546
CASH AT BEGINNING OF PERIOD	659,009	527,108
CASH AT END OF PERIOD	1,933,140	1,191,654
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:	'	'
Cash paid for Interest	185,696	53,597
Cash paid for Income taxes	'	'
NON CASH FINANCING ACTIVITIES:	'	'
Common stock issued upon conversion of debt	292,517	677,476
Common stock issued upon conversion of preferred stock	2,243,163	58,171
Common stock issued for equipment	195,359	'
Common stock issued for debt discount	24,500	'
Common stock issued for line of credit	200,003	'
Common stock cancelled for assets	-1,291,745	'
Common stock issued for contracts	'	486,651
Preferred stock and warrants issued for debt	'	713,020
Common stock issued for subsidiaries	$58,919,384	'

CONDENSED_FINANCIAL_STATEMENTS

CONDENSED FINANCIAL STATEMENTS	3 Months Ended
CONDENSED FINANCIAL STATEMENTS	Sep. 30, 2013
Notes	'
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 September 30, 2013 and 2012, 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. It is suggested that these condensed financial statements be read in conjunction with the financial statements and notes thereto included in the Company’s December 31, 2012 audited financial statements. The results of operations for the periods ended September 30, 2013 and 2012 are not necessarily indicative of the operating results for the full year.

SIGNIFICANT_ACCOUNTING_POLICIE

SIGNIFICANT ACCOUNTING POLICIES	3 Months Ended
SIGNIFICANT ACCOUNTING POLICIES	Sep. 30, 2013
Notes	'
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 September 30, 2013 consists of solar panels, motors, controllers, miscellaneous refrigeration parts and raw gasket material at costs of $394,890. 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.

	Recent Accounting Pronouncements
	The Company has evaluated recent accounting pronouncements and their adoption has not had nor is expected to have a material impact on the Company’s financial position, or statements.

SIGNIFICANT_EVENTS

SIGNIFICANT EVENTS	3 Months Ended
SIGNIFICANT EVENTS	Sep. 30, 2013
Notes	'
SIGNIFICANT EVENTS	'
	NOTE 3 - SIGNIFICANT EVENTS

	Issuances of Common Stock
	On January 7, 2013 the Company issued 3,000 shares of its common stock to consultants for services valued at $1.10 per share. On January 14, 2013 the Company issued 45,000 shares upon the exercise of warrants per the terms of the employment agreement. On January 16, 2013 the Company issued 11,200 shares of common stock upon the conversion of 1,000 shares of its Series B preferred stock and accrued dividends of $1,380. On January 22, 2013 the Company issued 100,000 shares upon the exercise of warrants per the terms of the employment agreement. On January 23, 2013 the Company issued 28,000 shares of common stock upon the conversion of 2,500 shares of its Series B preferred stock and accrued dividends of $3,270. On January 30, 2013 the Company issued 70,000 shares of common stock upon the conversion of 6,250 shares of its Series B preferred stock and accrued dividends of $8,745. On February 5, 2013 the Company issued 162,162 shares of its common stock to consultants for services valued at $0.92 per share. On February 8, 2013 the Company issued 11,200 shares of common stock upon the conversion of 1,000 shares of its Series B preferred stock and accrued dividends of $1,415. On February 22, 2013 the Company issued 92,115 shares of its common stock as a commitment fee for the Company’s line of credit valued at $1.09 per share. On February 27, 2013 the Company issued 50,000 shares upon the exercise of warrants per the terms of the consulting agreement. On March 8, 2013 the Company issued 11,200 shares of common stock upon the conversion of 1,000 shares of its Series B preferred stock and accrued dividends of $1,212. On March 12, 2013 the Company issued 4,854 shares of its common stock to consultants for services valued at $1.01 per share. On March 20, 2013 the Company issued 165,000 shares upon the exercise of warrants per the terms of the employment agreement. On March 22, 2013 the Company issued 25,000 shares as an incentive to a lender to extend the expiration date of an outstanding note payable. On March 27, 2013 the Company issued 155,588 shares upon the conversion of related party debt of $152,165.

	On April 2, 2013 the Company issued 30,000 shares of its common stock upon the cashless exercise of warrants for services valued at $33,000 and 140,000 shares upon the exercise of warrants for net cash of $126,000. On April 8, 2013 the Company issued 55,000 shares of its common stock upon the exercise of warrants for cash of $550 and 11,200 shares of common stock upon the conversion of 1,000 shares of its Series B preferred stock and accrued dividends of $1,212. On April 10, 2013 the Company issued 4,717 shares of its common stock upon the cash exercise of warrants for services valued at $5,000. On April 12, 2013 the Company issued 150,000 shares of its common stock upon the exercise of warrants for net cash of $150,000. On April 15, 2013 the Company issued 298,000 shares of its common stock upon the exercise of warrants for net cash of $298,000 and 72,000 shares of its common stock upon the exercise of warrants for services valued at $77,136. On April 16, 2013 the Company issued 225,000 shares of its common stock upon the exercise of warrants for net cash of $225,000 and 28,000 shares of its common stock upon the conversion of 2,500 shares of its Series B preferred stock and accrued dividends of $3,540. On April 24, 2013 the Company issued 300,000 shares of its common stock upon the exercise of warrants for net cash of $300,000. On April 25, 2013 the Company issued 3,496 shares of its common stock upon the cash exercise of warrants for services valued at $5,000 and 90,771 shares upon the exercise of warrants for net cash of $26,421. On May 14, 2013 the Company issued 50,000 shares of its common stock for services valued at $59,000 and 82,892 shares upon the conversion of related party debt of $119,707. On May 16, 2013 the Company issued 160,000 shares of its common stock upon the exercise of warrants for cash of $61,000 and 11,200 shares of common stock upon the conversion of 1,000 shares of its Series B preferred stock and accrued dividends of $2,148. On May 20, 2013 the Company issued 279,000 shares of its common stock upon the exercise of warrants for cash of $279,000. On May 21, 2013 the Company issued 50,000 shares of its common stock upon the exercise of warrants for cash of $500. On June 3, 2013 the Company issued 560,000 shares of common stock upon the conversion of 50,000 shares of its Series B preferred stock and accrued dividends of $144,000. On June 4, 2013 the Company issued 336,000 shares of common stock upon the conversion of 30,000 shares of its Series B preferred stock and accrued dividends of $86,760. On June 6, 2013 the Company issued 56,000 shares of common stock upon the conversion of 5,000 shares of its Series B preferred stock and accrued dividends of $17,400. On June 11, 2013 the Company issued 224,000 shares of common stock upon the conversion of 20,000 shares of its Series B preferred stock and accrued dividends of $62,400. On June 12, 2013 the Company issued 11,200 shares of common stock upon the conversion of 1,000 shares of its Series B preferred stock and accrued dividends of $3,396. On June 13, 2013 the Company issued 168,000 shares of common stock upon the conversion of 15,000 shares of its Series B preferred stock and accrued dividends of $52,920. On June 17, 2013 the Company issued 64,263 shares of its common stock for the purchase of equipment valued at $195,360. On June 18, 2013 the Company issued 112,000 shares of common stock upon the conversion of 10,000 shares of its Series B preferred stock and accrued dividends of $36,840. On June 19, 2013 the Company issued 49,000 shares of its common stock upon the exercise of warrants for net cash of $85,750. On June 21, 2013 the Company issued 10,000 shares of its common stock upon the exercise of warrants for net cash of $17,500. On June 24, 2013 the Company issued 336,000 shares of common stock upon the conversion of 30,000 shares of its Series B preferred stock and accrued dividends of $113,760. On June 21, 2013 the Company issued 12,250 shares of its common stock upon the exercise of options and warrants for net cash of $20,918. On June 11, 2013 the Company received 92,115 shares of its common stock which had previously been issued as loan fees on the credit line. On June 28, 2013 the Company received 366,529 shares of its common stock which had previously been issued as a deposit for several solar energy projects in Hawaii. These shares were subsequently canceled and are not recorded as issued or outstanding as of June 30, 2013.

	During July 2013 the Company issued 59,000 shares of its common stock upon the exercise of placement agent warrants for net cash of $103,250 and 3,911,453 common shares upon the conversion of 332,902 shares of its Series B preferred stock and accrued dividends of $1,685,099. On July 15, 2013 the Company issued 15,500,000 shares of its common stock to acquire all of the outstanding shares of IPS Power Engineering Inc. (“IPS”), Global Renewable Energy Group, Inc. (“GREG”) valued at $44,035,500 and 100,000 shares of its common stock for services valued at $293,000. On July 19, 2013 the Company issued 1,667 shares of its common stock upon the exercise of options for net cash of $2,867. On July 22, 2013 the Company issued 600,000 shares of its common stock upon the exercise of warrants for net cash of $6,000 and 37,064 shares of its common stock upon the cashless exercise of 62,500 warrants. On July 23, 2013 the Company issued 1,000 shares of its common stock upon the exercise of options for net cash of $1,230. On July 24, 2013 the Company issued 1,383,400 shares of its common stock to acquire all of the outstanding shares of Intelligent Power Inc. (“IP”) valued at $3,984,192. On July 29, 2013 the Company issued 10,250 shares of its common stock upon the exercise of warrants for net cash of $17,937. On August 5, 2013 the Company issued 501,417 shares of its common stock upon the exercise of options and warrants for net cash of $7,437 and 1,400,000 warrants to 2 employees with an exercise price of $0.01 per share and a term of 10 years. On August 6, 2013 the Company issued 288,000 shares of its common stock for services valued at $846,720. On August 7, 2013 the Company issued 3,501 common shares upon the cashless exercise of 8,250 warrants. On August 23, 2013 the Company issued 96,401 common shares upon the cashless exercise of 105,636 warrants and 3,694,811 shares of its common stock to acquire all of the outstanding shares of Millennium Power Solutions Inc. (“MPS”) valued at $10,899,693. On August 28, 2013 the Company issued 56,000 shares of its common stock upon the conversion of 5,000 shares of its Series C preferred stock and accrued dividends of $18,180 and 100,000 common shares upon the exercise of warrants for net cash proceeds of $1,000. On September 4, 2013 the Company issued 1,667 shares of its common stock upon the exercise of options for net cash of $2,867. On September 13, 2013 the Company issued 12,865 common shares upon the exercise of warrants for net cash of $22,514. On September 16, 2013 the Company issued 1,633 common shares upon the cashless exercise of 3,750 warrants. On September 17, 2013 the Company issued 100,000 shares of its common stock for services valued at $329,000 and 30,396 shares of its common stock for loan fees valued at $100,003. On September 30, 2013 the Company issued 100,000 common shares upon the exercise of warrants for net cash of $1,000.

	Issuance of Preferred Stock
	During the nine months ended September 30, 2013 the Company issued 903,500 shares of Series C preferred stock at $10 per share. Each Series C preferred share is convertible to 10 shares of the Company’s common stock and accrues a dividend of 12% per annum. The Company incurred $191,500 of costs related to the Series C preferred stock offering which are netted against the proceeds of the offering.

	Credit Line Payable
	During the nine months ended September 30, 2013 the Company received $3,000,000 in proceeds from a line of credit. The Company repaid $1,500,000 during the nine months ended September 30, 2013. The line of credit is for up to $10,000,000 subject to approval of the use of proceeds by the lender. The line of credit accrues interest at 12% per annum and is secured by the Company’s assets.

	Related Party Notes Payable
	During the nine months ended September 30, 2013 the Company received $420,000 in proceeds from a demand note payable from a director of the Company. The Company also repaid $691,853 of principal and $58,147 of accrued interest on several demand notes to the director during the nine months ended September 30, 2013. The demand notes payable accrues interest at 12% per annum and is unsecured.

STOCK_PURCHASE_WARRANTS_AND_OP

STOCK PURCHASE WARRANTS AND OPTIONS	3 Months Ended
STOCK PURCHASE WARRANTS AND OPTIONS	Sep. 30, 2013
Notes	'
STOCK PURCHASE WARRANTS AND OPTIONS	'
	NOTE 4 - STOCK PURCHASE WARRANTS AND OPTIONS

	A summary of the Company’s warrant activity during the periods ended September 30, 2013 and December 31, 2012 is presented below:

	.						Weighted
				Weighted			Average
				Average			Remaining			Aggregate
		No. of		Exercise			Contractual			Intrinsic
		Warrants		Price			Term			Value
	Balance Outstanding, December 31, 2011	16,020,366		$	2.53			2.78		$	33,801,473
	Granted	900,000			1.16			5
	Granted	700,000			1.33			5
	Granted	660,000			0.01			8
	Granted	75,000			0.1			10
	Granted	2,400,000			1			5
	Granted	1,415,260			3			1
	Granted	1,415,500			0.01			10
	Granted	146,750			1.75			5
	Forfeited	-3,495,000			-1.96			--
	Exercised	-427,000			-0.47			-6.31

	Balance Outstanding, December 31, 2012	19,807,876			1.63			7.04		$	32,194,216
	Granted	--			--			--
	Exercised	-4,893,484			-0.78			--
	Granted	4,517,500			3			0.5
	Granted	430,902			1.75			5
	Granted	3,600,000			2.15			10
	Granted	3,000,000			0.01			10
	Granted	1,400,000			0.01			10
	Granted	2,400,000			2.9			10
	Granted	1,000,000			1			10
	Balance Outstanding September 30, 2013	31,262,794		$	1.92			7.42		$	59,107,807
	Exercisable, September 30, 2013	19,772,627		$	2.07			7.42		$	40,828,632


	A summary of the Company’s warrant activity during the periods ended September 30, 2013 and December 31, 2012 is presented below:

	.								Weighted
						Weighted			Average
						Average			Remaining			Aggregate
			No. of			Exercise			Contractual			Intrinsic
			Options			Price			Term			Value
	Balance Outstanding, December 31, 2011			607,791		$	1.63			9.8			$1,018,089«120821135320»
	Granted			52,720			1.37			10
	Granted			10,000			1.23			10
	Granted			175,000			1.27			10
	Granted			135,250			1.72			10
	Exercised			-20,000			0.9			9.8
	Balance Outstanding, December 31, 2012			960,761			1.58			8.2			$1,520,695
	Granted			10,000			2.3			10
	Exercised			-6,751			1.57			10
	Granted			100,000			2.9			10
	Balance Outstanding, September 30, 2013			1,064,761		$	1.71			7.5		$	1,542,465
	Exercisable, September 30, 2013			374,803		$	1.59			7.5		$	634,644

Acquisitions

Acquisitions	3 Months Ended
Acquisitions	Sep. 30, 2013
Notes	'
Acquisitions	'
	NOTE 5 - ACQUISITIONS

	Effective July 15, 2013, IPS Acquisition Corp., “IPS”, a newly formed subsidiary of the Company, entered into a merger agreement with IPS Power Engineering, Inc. and Global Renewable Energy Group, Inc. wherein IPS purchased all of the issued and outstanding shares of IPS Power Engineering, Inc. and Global Renewable Energy Group, Inc.. for 15,500,000 shares of restricted common stock of the Company. These shares were valued based on the quoted market price on the effective date of the transaction, at $2.84 per share, or $44,035,500. The Company also issued 50,000 shares of its common stock as a finder’s fee valued $1.18 which are included in the outstanding shares at June 30, 2013, as well as an additional 50,000 shares issued past June 30, 2013. Pursuant to the transaction, IPS and Global Renewable Energy Group, Inc. were merged with and into IPS Power Engineering, Inc., which became the surviving corporation as a wholly-owned subsidiary of the Company. The cost of assets acquired was capitalized and allocated to the several projects to be constructed rather than amortized.

	Purchase Price	Shares		Price	Total
	IPS Power Engineering, Inc. and Global Renewable Energy Group, Inc.	15,500,000		$2.84	$	44,035,500

	Total Purchase Price					44,035,500
	Tangible Assets Acquired					-
	Total Liabilities Assumed					-
	Cost of Construction in Progress				$	44,035,000

	Effective July 24, 2013, Intelligent Power Acquisition, Inc., “IPA”, a newly formed subsidiary of the Company entered into a merger agreement with Intelligent Power, Inc. wherein IPA purchased all of the issued and outstanding shares of Intelligent Power, Inc. for 1,383,400 shares of restricted common stock of the Company. These shares were valued based on the quoted market price on the effective date of the transaction, at $2.88 per share, or $3,984,192. Immediately after the transaction, IPA was merged with and into Intelligent Power, Inc. which became the surviving corporation, as a wholly-owned subsidiary of Blue Earth, Inc. The cost of the intangible assets acquired will be capitalized and amortized over the estimate life of 17 years.

	The calculation of the $4,165,882 excess purchase price was calculated as shown in the table below.

	Purchase Price	Shares		Price	Total
	Intelligent Power, Inc.	1,383,400		$2.88	$	3,984,192

	Total Purchase Price					3,984,192
	Tangible Assets Acquired					-11,625
	Total Liabilities Assumed					193,315
	Technology Purchased				$	4,165,882

	Effective August 23, 2013, MPS Acquisition Corp., “MPS”, a newly formed subsidiary of the Company, entered into a merger agreement with Millennium Power Solutions LLC wherein MPS purchased all of the issued and outstanding shares of Millennium Power Solutions LLC for 3,694,811 shares of restricted common stock of the Company. These shares were valued based on the quoted market price on the effective date of the transaction, at $2.95 per share, or $10,899,692. In addition, the principals of MPS shall be entitled to receive a per-year earn-out equal to ten (10%) percent of the profits of MPS as a separate wholly-owned subsidiary of the Company payable in the Company’s shares of common stock valued at the then current fair market value. The earn-out is limited to a five year period and has an aggregate cap of $3,572,199. Immediately after the transaction, MPS was merged with and into Millennium Power Solutions LLC which became the surviving corporation, as a wholly-owned subsidiary of the Company. The cost of the intangible assets acquired will be capitalized and amortized over the estimate life of 17 years.

	The calculation of the $10,234,721 excess purchase price was calculated as shown in the table below.

	Purchase Price	Shares		Price	Total
	Millennium Power Solutions LLC	3,694,811		$2.95	$	10,899,692

	Total Purchase Price					10,899,692
	Tangible Assets Acquired					-686,878
	Total Liabilities Assumed					185,532
	Patents and technology				$	10,398,346

	The pro forma, consolidated balance sheets and statements of operations of Blue Earth, Inc. , IPS Power Engineering, Inc., Global Renewable Energy Group, Inc., Intelligent Power, Inc. and Millennium Power Solutions LLC are presented here for the three months and six months ended September 30, 2013 and 2012.

	Proforma Condensed Consolidated Statement of Operations

		For the Three Months Ended					For the Nine Months Ended
		September 30,			September 30,		September 30,		September 30,
		2013			2012		2013		2012
	Revenues	$	2,705,700		$	1,770,047	$	8,936,869	$	5,434,094
	Cost of Sales		1,555,800			1,238,680		5,963,889		3,639,468
	Gross Profit		1,149,900			531,367		2,972,980		1,794,626
	Operating Expenses		6,450,649			3,587,265		17,204,675		10,063,826
	Loss from Operations		-5,300,749			-3,005,898		-14,231,696		-8,269,200
	Other Income (Expense)		113,566			939,400		225,844		1,269,695
	Loss Before Income Taxes		-5,414,316			-2,116,498		-14,005,852		(6,999,505
	Income Tax Expense		-			-		-		-
	Net Loss	$	-5,414,316		$	-2,116,498	$	-14,005,852	$	-6,999,505
	Basic and Diluted Loss per Share	$	-0.12		$	-0.11	$	-0.46	$	-0.37
	Weighted Average Number of Common Shares
	Outstanding Basic and Diluted		45,140,963			19,014,439		30,138,004		18,688,056

SUBSEQUENT_EVENTS

SUBSEQUENT EVENTS	3 Months Ended
SUBSEQUENT EVENTS	Sep. 30, 2013
Notes	'
SUBSEQUENT EVENTS	'
	NOTE 6 - SUBSEQUENT EVENTS

	Subsequent to September 30, 2013 the Company issued 3,573,871 upon the exercise of warrants for proceeds of $10,631,913. On October 5, 2013 the Company amended the agreement to purchase $6,500,000 solar panels for 1,833,333 shares of its common stock valued at $3.00 per share and $1,000,000 of cash (paid during September 2013) to be an all cash transaction. On October 16, 2013 the Company granted 200,000 warrants with an exercise price of $2.00 and an exercise period of 5 years to a consultant under a 1 year service contract, plus a monthly cash payment of $5,000 and granted 150,000 warrants with an exercise price of $0.01 and an exercise period of 5 years to a consultant under a 1 year service contract. On October 17, 2013 the Company agreed to issue 100,000 shares each of its common stock to 3 directors for services to be performed over the 2 year period beginning January 1, 2104 and 11,184 shares as fee for the director search and issued 170,000 shares to consultants valued at $544,000.

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

SIGNIFICANT_ACCOUNTING_POLICIE1

SIGNIFICANT ACCOUNTING POLICIES: Inventory (Policies)	3 Months Ended
SIGNIFICANT ACCOUNTING POLICIES: Inventory (Policies)	Sep. 30, 2013
Policies	'
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 September 30, 2013 consists of solar panels, motors, controllers, miscellaneous refrigeration parts and raw gasket material at costs of $394,890. The Company does not have any work in progress.

SIGNIFICANT_ACCOUNTING_POLICIE2

SIGNIFICANT ACCOUNTING POLICIES: Use of Estimates (Policies)	3 Months Ended
	Sep. 30, 2013
Policies	'
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.

SIGNIFICANT_ACCOUNTING_POLICIE3

SIGNIFICANT ACCOUNTING POLICIES: Recent Accounting Pronouncements (Policies)	3 Months Ended
	Sep. 30, 2013
Policies	'
Recent Accounting Pronouncements	'
	Recent Accounting Pronouncements
	The Company has evaluated recent accounting pronouncements and their adoption has not had nor is expected to have a material impact on the Company’s financial position, or statements.

STOCK_PURCHASE_WARRANTS_AND_OP1

STOCK PURCHASE WARRANTS AND OPTIONS: Warrant activity (Tables)	3 Months Ended
	Sep. 30, 2013
Tables/Schedules	'
Warrant activity	'
	A summary of the Company’s warrant activity during the periods ended September 30, 2013 and December 31, 2012 is presented below:

	.				Weighted
			Weighted		Average
			Average		Remaining		Aggregate
		No. of	Exercise		Contractual		Intrinsic
		Warrants	Price		Term		Value
	Balance Outstanding, December 31, 2011	16,020,366	$	2.53		2.78	$	33,801,473
	Granted	900,000		1.16		5
	Granted	700,000		1.33		5
	Granted	660,000		0.01		8
	Granted	75,000		0.1		10
	Granted	2,400,000		1		5
	Granted	1,415,260		3		1
	Granted	1,415,500		0.01		10
	Granted	146,750		1.75		5
	Forfeited	-3,495,000		-1.96		--
	Exercised	-427,000		-0.47		-6.31

	Balance Outstanding, December 31, 2012	19,807,876		1.63		7.04	$	32,194,216
	Granted	--		--		--
	Exercised	-4,893,484		-0.78		--
	Granted	4,517,500		3		0.5
	Granted	430,902		1.75		5
	Granted	3,600,000		2.15		10
	Granted	3,000,000		0.01		10
	Granted	1,400,000		0.01		10
	Granted	2,400,000		2.9		10
	Granted	1,000,000		1		10
	Balance Outstanding September 30, 2013	31,262,794	$	1.92		7.42	$	59,107,807
	Exercisable, September 30, 2013	19,772,627	$	2.07		7.42	$	40,828,632

STOCK_PURCHASE_WARRANTS_AND_OP2

STOCK PURCHASE WARRANTS AND OPTIONS: Stock option activity (Tables)	3 Months Ended
	Sep. 30, 2013
Tables/Schedules	'
Stock option activity	'
	A summary of the Company’s warrant activity during the periods ended September 30, 2013 and December 31, 2012 is presented below:

	.					Weighted
				Weighted		Average
				Average		Remaining		Aggregate
		No. of		Exercise		Contractual		Intrinsic
		Options		Price		Term		Value
	Balance Outstanding, December 31, 2011		607,791	$	1.63		9.8		$1,018,089«120821135320»
	Granted		52,720		1.37		10
	Granted		10,000		1.23		10
	Granted		175,000		1.27		10
	Granted		135,250		1.72		10
	Exercised		-20,000		0.9		9.8
	Balance Outstanding, December 31, 2012		960,761		1.58		8.2		$1,520,695
	Granted		10,000		2.3		10
	Exercised		-6,751		1.57		10
	Granted		100,000		2.9		10
	Balance Outstanding, September 30, 2013		1,064,761	$	1.71		7.5	$	1,542,465
	Exercisable, September 30, 2013		374,803	$	1.59		7.5	$	634,644

Acquisitions_Schedule_of_Asset

Acquisitions: Schedule of Assets Acquired and Liabilities Assumed (1) (Tables)	3 Months Ended
	Sep. 30, 2013
Tables/Schedules	'
Schedule of Assets Acquired and Liabilities Assumed (1)	'

	Purchase Price	Shares	Price	Total
	IPS Power Engineering, Inc. and Global Renewable Energy Group, Inc.	15,500,000	$2.84	$	44,035,500

	Total Purchase Price				44,035,500
	Tangible Assets Acquired				-
	Total Liabilities Assumed				-
	Cost of Construction in Progress			$	44,035,000

Acquisitions_Schedule_of_Asset1

Acquisitions: Schedule of Assets Acquired and Liabilities Assumed (2) (Tables)	3 Months Ended
	Sep. 30, 2013
Tables/Schedules	'
Schedule of Assets Acquired and Liabilities Assumed (2)	'

	Purchase Price	Shares	Price	Total
	Intelligent Power, Inc.	1,383,400	$2.88	$	3,984,192

	Total Purchase Price				3,984,192
	Tangible Assets Acquired				-11,625
	Total Liabilities Assumed				193,315
	Technology Purchased			$	4,165,882

Acquisitions_Schedule_of_Asset2

Acquisitions: Schedule of Assets Acquired and Liabilities Assumed (3) (Tables)	3 Months Ended
	Sep. 30, 2013
Tables/Schedules	'
Schedule of Assets Acquired and Liabilities Assumed (3)	'

	Purchase Price	Shares	Price	Total
	Millennium Power Solutions LLC	3,694,811	$2.95	$	10,899,692

	Total Purchase Price				10,899,692
	Tangible Assets Acquired				-686,878
	Total Liabilities Assumed				185,532
	Patents and technology			$	10,398,346

Acquisitions_Business_Acquisit

Acquisitions: Business Acquisition, Pro Forma Information (Tables)	3 Months Ended
	Sep. 30, 2013
Tables/Schedules	'
Business Acquisition, Pro Forma Information	'

		For the Three Months Ended				For the Nine Months Ended
		September 30,		September 30,		September 30,		September 30,
		2013		2012		2013		2012
	Revenues	$	2,705,700	$	1,770,047	$	8,936,869	$	5,434,094
	Cost of Sales		1,555,800		1,238,680		5,963,889		3,639,468
	Gross Profit		1,149,900		531,367		2,972,980		1,794,626
	Operating Expenses		6,450,649		3,587,265		17,204,675		10,063,826
	Loss from Operations		-5,300,749		-3,005,898		-14,231,696		-8,269,200
	Other Income (Expense)		113,566		939,400		225,844		1,269,695
	Loss Before Income Taxes		-5,414,316		-2,116,498		-14,005,852		(6,999,505
	Income Tax Expense		-		-		-		-
	Net Loss	$	-5,414,316	$	-2,116,498	$	-14,005,852	$	-6,999,505
	Basic and Diluted Loss per Share	$	-0.12	$	-0.11	$	-0.46	$	-0.37
	Weighted Average Number of Common Shares
	Outstanding Basic and Diluted		45,140,963		19,014,439		30,138,004		18,688,056

SIGNIFICANT_ACCOUNTING_POLICIE4

SIGNIFICANT ACCOUNTING POLICIES: Inventory (Details) (USD $)	Sep. 30, 2013
Details	'
Cost of inventory on hand	$394,890

SIGNIFICANT_EVENTS_Details

SIGNIFICANT EVENTS (Details) (USD $)

9 Months Ended

1 Months Ended

9 Months Ended

Sep. 30, 2013

Sep. 30, 2012

Sep. 30, 2013

Jul. 31, 2013

Sep. 30, 2013

Sep. 17, 2013

Sep. 16, 2013

Sep. 13, 2013

Sep. 04, 2013

Aug. 28, 2013

Aug. 23, 2013

Aug. 07, 2013

Aug. 06, 2013

Aug. 05, 2013

Jul. 29, 2013

Jul. 24, 2013

Jul. 23, 2013

Jul. 22, 2013

Jul. 19, 2013

Jul. 15, 2013

Jun. 28, 2013

Jun. 24, 2013

Jun. 21, 2013

Jun. 19, 2013

Jun. 18, 2013

Jun. 17, 2013

Jun. 13, 2013

Jun. 12, 2013

Jun. 11, 2013

Jun. 06, 2013

Jun. 04, 2013

Jun. 03, 2013

21-May-13

20-May-13

16-May-13

14-May-13

Apr. 25, 2013

Apr. 24, 2013

Apr. 16, 2013

Apr. 15, 2013

Apr. 12, 2013

Apr. 10, 2013

Apr. 08, 2013

Apr. 02, 2013

Mar. 27, 2013

Mar. 22, 2013

Mar. 20, 2013

Mar. 12, 2013

Mar. 08, 2013

Feb. 27, 2013

Feb. 22, 2013

Feb. 08, 2013

Feb. 05, 2013

Jan. 30, 2013

Jan. 23, 2013

Jan. 22, 2013

Jan. 16, 2013

Jan. 14, 2013

Jan. 07, 2013

Sep. 30, 2013

Jan. 07, 2013

Related Party Notes Payable

Letter of Credit

Issuances of Common Stock

Issuance of Preferred Stock

Shares issued

100,000

1,633

12,865

1,667

56,000

96,401

3,501

288,000

501,417

10,250

1,383,400

1,000

600,000

1,667

15,500,000

336,000

10,000

49,000

112,000

64,263

168,000

11,200

224,000

56,000

336,000

560,000

50,000

279,000

160,000

50,000

3,496

300,000

225,000

298,000

150,000

4,717

55,000

30,000

155,588

25,000

165,000

4,854

11,200

50,000

92,115

11,200

162,162

70,000

28,000

100,000

11,200

45,000

3,000

Per share value

$1.01

$1.09

$0.92

$1.10

$10

Convertible securities, shares converted

5,000

30,000

10,000

15,000

1,000

20,000

5,000

30,000

50,000

1,000

2,500

1,000

6,250

2,500

1,000

Convertible securities, accrued dividends converted

$18,180

$113,760

$36,840

$52,920

$62,400

$17,400

$86,760

$144,000

$2,148

$3,540

$1,212

$1,415

$3,270

$1,380

Debt converted

100,003

119,707

152,165

Value of services for cashless exercise of warrant

5,000

77,136

33,000

Shares issued (2)

30,396

100,000

3,694,811

37,064

100,000

12,250

11,200

82,892

90,771

28,000

72,000

11,200

140,000

Warrants exercised, cash value

1,000

22,514

1,000

17,937

6,000

17,500

85,750

500

279,000

61,000

26,421

300,000

225,000

298,000

150,000

5,000

550

126,000

Value of services for shares issued

329,000

846,720

293,000

59,000

Value of equipment purchase for shares issued

195,360

Warrants and options exercised, cash value

7,437

20,918

Shares received

366,529

92,115

Exercise of placement agent warrants (shares issued)

59,000

Exercise of placement agent warrants (cash value)

103,250

Conversion of Series B preferred stock and accrued dividends (shares issued)

3,911,453

Series B preferred stock converted

332,902

Accrued dividends converted during the month

1,685,099

Value of acquisition

10,899,693

3,984,192

44,035,500

Options exercised, cash value

2,867

1,230

2,867

Number of warrants exercised

3,750

105,636

8,250

62,500

Shares issued for cash

903,500

Offering costs

191,500

Proceeds from line of credit

3,000,000

Line of credit repaid

1,500,000

Proceeds from related party debt

424,300

155,000

420,000

Repayment of related party debt

691,853

6,797

691,853

Accrued interest paid

$58,147

Accrued interest, demand note payable - related party

12.00%

STOCK_PURCHASE_WARRANTS_AND_OP3

STOCK PURCHASE WARRANTS AND OPTIONS: Warrant activity (Details) (USD $)	9 Months Ended	12 Months Ended
	Sep. 30, 2013	Dec. 31, 2012	Dec. 31, 2011
Details	'	'	'
Warrants outstanding	31,262,794	19,807,876	16,020,366
Weighted Average Exercise Price, warrants outstanding	$1.92	$1.63	$2.53
Aggregate Intrinsic Value, warrants outstanding	$59,107,807	$32,194,216	$33,801,473
Warrants granted	4,517,500	900,000	'
Weighted Average Exercise Price, warrants granted	$3	$1.16	'
Warrants granted2	430,902	700,000	'
Weighted Average Exercise Price, warrants granted2	$1.75	$1.33	'
Warrants granted3	3,600,000	660,000	'
Weighted Average Exercise Price, warrants granted3	$2.15	$0.01	'
Warrants granted4	3,000,000	75,000	'
Weighted Average Exercise Price, warrants granted4	$0.01	$0.10	'
Warrants granted5	1,400,000	2,400,000	'
Weighted Average Exercise Price, warrants granted5	$0.01	$1	'
Warrants granted6	2,400,000	1,415,260	'
Weighted Average Exercise Price, warrants granted6	$2.90	$3	'
Warrants granted7	1,000,000	1,415,500	'
Weighted Average Exercise Price, warrants granted7	$1	$0.01	'
Warrants granted8	'	146,750	'
Weighted Average Exercise Price, warrants granted8	'	$1.75	'
Warrants forfeited	'	-3,495,000	'
Weighted Average Exercise Price, warrants forfeited	'	($1.96)	'
Warrants exercised	-4,893,484	-427,000	'
Weighted Average Exercise Price, warrants exercised	'	($0.47)	'
Warrants exercisable	19,772,627	'	'
Weighted Average Exercise Price, warrants exercisable	$2.07	'	'
Aggregate Intrinsic Value, warrants exercisable	$40,828,632	'	'

STOCK_PURCHASE_WARRANTS_AND_OP4

STOCK PURCHASE WARRANTS AND OPTIONS: Stock option activity (Details) (USD $)	9 Months Ended	12 Months Ended
	Sep. 30, 2013	Dec. 31, 2012	Dec. 31, 2011
Details	'	'	'
Number of options outstanding	1,064,761	960,761	607,791
Weighted average exercise price of options outstanding	$1.71	$1.58	$1.63
Weighted average contractual term of options outstanding	7.5	8.2	9.8
Aggregate intrinsic value of options outstanding	$1,542,465	$1,520,695	'
Number of options granted during period	10,000	52,720	'
Weighted average exercise price of options granted	$2.30	$1.37	'
Options granted2	100,000	10,000	'
Weighted Average Exercise Price, options granted2	$2.90	$1.23	'
Options granted3	'	175,000	'
Weighted Average Exercise Price, options granted3	'	$1.27	'
Options granted4	'	135,250	'
Weighted Average Exercise Price, options granted4	'	$1.72	'
Options exercised	'	-20,000	'
Weighted Average Exercise Price, options exercised	'	$0.90	'
Weighted exercise price of options exercised	$1.57	'	'
Number of options exercisable	374,803	'	'
Weighted average exercise price of options exercisable	$1.59	'	'
Weighted average contractual term of options exercisable	7.5	'	'
Average intrinsic value of options exercisable	$634,644	'	'

Acquisitions_Details

Acquisitions (Details) (USD $)	3 Months Ended
Acquisitions (Details) (USD $)	Sep. 30, 2013
IPS Acquisition Corp.	'
Common stock issued for acquisition	15,500,000
Value of shares issued for acquisition	$44,035,500
Common stock issued as a finder's fee	50,000
Intelligent Power Acquisition, Inc.	'
Common stock issued for acquisition	1,383,400
Value of shares issued for acquisition	3,984,192
MPS Acquisition Corp.	'
Common stock issued for acquisition	3,694,811
Value of shares issued for acquisition	$10,899,692

Acquisitions_Schedule_of_Asset3

Acquisitions: Schedule of Assets Acquired and Liabilities Assumed (1) (Details) (IPS Acquisition Corp., USD $)	Jul. 15, 2013
IPS Acquisition Corp.	'
Total Purchase Price	$44,035,500
Cost of Construction in Progress	$44,035,000

Acquisitions_Schedule_of_Asset4

Acquisitions: Schedule of Assets Acquired and Liabilities Assumed (2) (Details) (Intelligent Power Acquisition, Inc., USD $)	Jul. 24, 2013
Intelligent Power Acquisition, Inc.	'
Total Purchase Price	$3,984,192
Tangible Assets Acquired	-11,625
Total Liabilities Assumed	193,315
Technology Purchased	$4,165,882

Acquisitions_Schedule_of_Asset5

Acquisitions: Schedule of Assets Acquired and Liabilities Assumed (3) (Details) (MPS Acquisition Corp., USD $)	Aug. 23, 2013
MPS Acquisition Corp.	'
Total Purchase Price	$10,899,692
Tangible Assets Acquired	-686,878
Total Liabilities Assumed	185,532
Patents and technology acquired	$10,398,346

Acquisitions_Business_Acquisit1

Acquisitions: Business Acquisition, Pro Forma Information (Details) (USD $)	3 Months Ended		9 Months Ended
	Sep. 30, 2013	Sep. 30, 2012	Sep. 30, 2013	Sep. 30, 2012
Details	'	'	'	'
Proforma Revenue	$2,705,700	$1,770,047	$8,936,869	$5,434,094
Proforma Loss Before Income Taxes	-5,414,316	-2,116,498	-14,005,852	-6,999,505
Proforma Net Loss	($5,414,316)	($2,116,498)	($14,005,852)	($6,999,505)
Proforma Basic Loss per Share	($0.12)	($0.11)	($0.46)	($0.37)
Proforma Weighted Average Number of Common Shares Outstanding	45,140,963	19,014,439	30,138,004	18,688,056

SUBSEQUENT_EVENTS_Details

SUBSEQUENT EVENTS (Details) (USD $)	1 Months Ended
SUBSEQUENT EVENTS (Details) (USD $)	Nov. 14, 2013
Weighted Average Exercise Price, warrants granted (Subsequent Period)	$2
Weighted Average Exercise Price, warrants granted (Subsequent Period)2	$0.01
Subsequent Event	'
Shares issued upon exercise of warrants	3,573,871
Proceeds from exercise of warrants	$10,631,913
Warrants granted (Subsequent Period)	200,000
Warrants granted (Subsequent Period)2	150,000
Shares agreed to be issued, for services rendered or to be rendered	100,000
Shares issued to consultants	170,000
Value of shares issued for services	$544,000