Blue Earth (BBLUQ) 8-K/A Financial Statements and Exhibits

EXHIBIT 99.2

PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS

The following pro forma consolidated financial statements present the financial position and operations of the Company and its recently acquired subsidiaries as though the acquisitions occurred on the first day of the fiscal period presented. Subsequent to June 30, 2013 the Company acquired IPS Power Engineering, Inc., Global Renewable Energy Group, Inc., Intelligent Power, Inc. and Millenium Power Solutions, LLC. The consolidated balance sheets as of June 30, 2013 and the statements of operations for the six months ended June 30, 2013 for each of these entities is presented below. Also presented are the consolidated balance sheets as of December 31, 2012 and the statements of operations for the year ended December 31, 2012. The pro forma consolidated financial statements include the following pro forma adjustments:

1.

To eliminate common stock of IPS Power Engineering, Inc.

2.

To eliminate common stock of Global Renewable Energy Group, Inc.

3.

To record issuance of 15,500,000 shares for all of the outstanding shares of IPS Power Engineering, Inc. and Global Renewable Energy Group, Inc. valued at $2.87 per share and to record the construction in progress asset acquired in the transaction.

4.

To eliminate the accumulated deficit of IPS Power Engineering, Inc. and Global Renewable Energy Group, Inc.

5.

To record issuance of 1,383,400 shares for all of the outstanding shares of Intelligent Power, Inc. valued at $2.88 per share and to record the patented assets acquired.

6.

To eliminate common stock of Intelligent Power, Inc.

7.

To amortize patented assets acquired from Intelligent Power, Inc. over the 17year estimated life.

8.

To record issuance of 3,694,811 shares for all of the outstanding shares of Millenium Power Solutions LLC valued at $2.95 per share and to record the battery technology assets acquired.

9.

To eliminate the members’ equity of Millenium Power Solutions LLC.

10.

To amortize the battery technology assets acquired from Millenium Power Solutions LLC over the 17 year estimated life.

1

BLUE EARTH, INC.

Pro forma Consolidated Balance Sheet

June 30, 2013

			Blue Earth, Inc.		IPS		Global Renewable		Intelligent		Millennium							Adjusted
			and		Power		Energy		Power		Power		Combined		Pro Forma			Pro Forma
			Subsidiaries		Engineering, Inc.		Group, Inc.		Inc		Solutions LLC		Totals		Adjustments		REF	Totals
ASSETS
CURRENT ASSETS
	Cash		$	3,813,318	$	2,733	$	221	$	7,330	$	463,733	$	4,287,335	$	-		$	4,287,335
	Accounts receivable, net			2,099,398		2,500		-		8,000		61,721		2,171,619		-			2,171,619
	Inventory			241,879		-		-		-		88,367		330,246		-			330,246
	Construction in progress			2,315,730										2,315,730		-			2,315,730
	Costs in excess of billings			2,400,407		-		-		-		-		2,400,407		-			2,400,407
	Other current assets			535,235		-		-		149		-		535,384		-			535,384
		Total Current Assets		11,405,967		5,233		221		15,479		613,821		12,040,721		-			12,040,721
PROPERTY AND EQUIPMENT, net				829,849		3,725		-		3,464		8,423		845,461		-			845,461
OTHER ASSETS
	Deposits			57,408		665		-		-		-		58,073		-			58,073
				-		-		-		-		-		-		13,698	[4]
	Construction in progress															44,485,000	[3]		44,498,698
	Contracts and franchise, net			7,090,939		-		-		48,442		-		7,139,381		56,592	[6]		7,195,973
	Patents and technology															3,984,192	[5]		13,957,858
																(118,847)	[7]
																10,899,692	[8]
																(501,346)	[9]
																(305,834)	[10]
		Total Other Assets		7,148,347		665		-		48,442		-		7,197,454		58,513,148			65,710,602
		TOTAL ASSETS	$	19,384,163	$	9,623	$	221	$	67,385	$	622,244	$	20,083,636	$	58,513,148		$	78,596,784
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES
	Accounts payable and accrued expenses		$	927,214	$	17,118	$	-	$	41,800	$	95,187	$	1,081,319	$	-		$	1,081,319
	Billings in excess of revenues			544,002		-		-		-		-		544,002		-			544,002
	Loans and notes payable			25,795		-		-		55,267		-		81,062		-			81,062
	Related party payables			1,564,125		6,424		-		1,695		18,394		1,590,638		-			1,590,638
	Other current liabilities			1,396,695		-		-		25,215		7,317		1,429,227		-			1,429,227
		Total Current Liabilities		4,457,831		23,542		-		123,977		120,898		4,726,248		-			4,726,248
LONG TERM LIABILITIES
	Loans and notes payable			-		-		-		-		-		-		-			-
		Long term liabilities		-		-		-		-		-		-		-			-
		TOTAL LIABILITIES		4,457,831		23,542		-		123,977		120,898		4,726,248		-			4,726,248
STOCKHOLDERS' EQUITY (DEFICIT)
	Preferred stock			1,236		-		-		-		-		1,236		-			1,236
	Common stock			25,339		1,090,375		4,000		530,198		-		1,649,912		(1,090,375)	[1]		45,917
																(4,000)	[2]		-
																15,500	[3]		-
																1,383	[5]
																(530,198)	[5]
																3,695	[8]
	Members' equity											1,563,185		1,563,185		(1,563,185)	[9]		-
	Additional paid-in capital			56,852,907		-		12,928		-		-		56,865,835		1,090,375	[1]		116,201,213
																4,000	[2]		-
				-		-		-		-		-		-		44,469,500	[3]		-
																(1,107,303)	[4]
																3,982,809	[5]
																10,895,997	[8]
	Stock subscription receivable			(11,300)		-		-		-		-		(11,300)		-			(11,300)
	Retained earnings (deficit)			(41,941,850)		(1,104,294)		(16,707)		(586,790)		(1,061,839)		(44,711,480)		1,104,294	[4]		(42,366,530)
																16,707	[4]
																586,790	[6]
																(118,847)	[7]
																1,061,839	[9]
																(305,834)	[10]
		Total Stockholders' Equity (Deficit)		14,926,332		(13,919)		221		(56,592)		501,346		15,357,388		58,513,148			73,870,536
		TOTAL LIABILITIES AND
		STOCKHOLDERS' EQUITY (DEFICIT)	$	19,384,163	$	9,623	$	221	$	67,385	$	622,244	$	20,083,636	$	58,513,148		$	78,596,784

2

BLUE EARTH, INC.

Proforma Consolidated Statements of Operations

For the Six Months Ended June 30, 2013

																		Pro-Forma
			Blue Earth, Inc.		IPS		Global Renewable		Intelligent		Millennium							Adjusted
			and		Power		Energy		Power		Power		Combined		Pro Forma			Combined
			Subsidiaries		Engineering, Inc.		Group, Inc.		Inc.		Solutions LLC		Totals		Adjustments		REF	Totals
REVENUES			$	6,078,040	$	2,500	$	-	$	3,750	$	146,879	$	6,231,169	$	-		$	6,231,169
COST OF SALES				4,276,804		-		-		-		106,961		4,383,765		-			4,383,765
GROSS PROFIT				1,801,236		2,500		-		3,750		39,918		1,847,404		-			1,847,404
OPERATING EXPENSES
	General and administrative			8,159,395		400,000		16,707		203,284		348,800		9,128,186		-			9,128,186
	Depreciation and amortization expense			1,198,682		5,194		-		-		911		1,204,787		118,847	[7]		1,323,634
				-		-		-		-		-		-		305,834	[10]		305,834
		Total Costs and Expenses		9,358,077		405,194		16,707		203,284		349,711		10,332,973		424,680			10,757,653
		OPERATING LOSS		(7,556,841)		(402,694)		(16,707)		(199,534)		(309,793)		(8,485,569)		(424,680)			(8,910,249)
OTHER INCOME (EXPENSE)
	Gain on derivative valuation			-		-		-		-		-		-		-			-
	Other income			637,097		-		-		-		129		637,226		-			637,226
	Other expense			(297,816)		-		-		-		-		(297,816)		-			(297,816)
		Total Other Income (Expense)		339,281		-		-		-		129		339,410		-			339,410
		LOSS BEFORE INCOME TAXES		(7,217,560)		(402,694)		(16,707)		(199,534)		(309,664)		(8,146,159)		(424,680)			(8,570,839)
		PROVISION FOR INCOME TAXES		-		-		-		-		-		-		-			-
NET LOSS				(7,217,560)		(402,694)		(16,707)		(199,534)		(309,664)		(8,146,159)		(424,680)			(8,570,839)
		PREFERRED DIVIDENDS		(658,341)		-		-		-		-		(658,341)		-			(658,341)
NET LOSS ATTRIBUTABLE TO COMMON SHAREHOLDERS			$	(7,875,901)	$	(402,694)	$	(16,707)	$	(199,534)	$	(309,664)	$	(8,804,500)	$	(424,680)		$	(9,229,180)
BASIC LOSS PER SHARE			$	(0.32)	$	(0.03)	$	(0.01)	$	(0.14)	$	(0.08)						$	(0.20)
WEIGHTED AVERAGE SHARES				22,469,825		12,355,000		3,145,000		1,383,400		3,694,811							43,048,036

3

BLUE EARTH, INC.

Proforma Consolidated Balance Sheet

December 31, 2012

					IPS		Global Renewable		Intelligent		Millennium							Adjusted
			Blue		Power		Energy		Power		Power		Combined		Pro Forma			Pro Forma
			Earth, Inc.		Engineering, Inc.		Group, Inc.		Inc.		Solutions, LLC		Totals		Adjustments		REF	Totals
ASSETS
CURRENT ASSETS
	Cash		$	659,009	$	-	$	-	$	5,788	$	193,684	$	858,481	$	-		$	858,481
	Accounts receivable, net			1,749,827		23,625		-		4,250		30,451		1,808,153		-			1,808,153
	Costs in excess of billings			1,724,543		-		-		-		-		1,724,543		-			1,724,543
	Inventory			221,548		-		-		-		89,606		311,154		-			311,154
	Construction in progress			706,043		-		-		-		-		706,043		-			706,043
	Other current assets			921,917		-		-		104		-		922,021		-			922,021
		Total Current Assets		5,982,887		23,625		-		10,142		313,741		6,330,395		-			6,330,395
PROPERTY AND EQUIPMENT, net				661,156		-		-		550		9,289		670,995		-			670,995
OTHER ASSETS
	Deposits			52,408		665		-		-		-		53,073		-			53,073
				-		-		-		-		-		-		6,225	[4]		-
	Construction in progress															44,485,000	[3]		44,491,225
	Contracts and franchise, net			8,250,495		-		-		30,158		-		8,280,653					8,280,653
	Patents and technology															3,984,192	[5]		14,000,256
																8,558	[6]
																(237,693)	[7]
																10,899,692	[8]
																(42,825)	[9]
																(611,667)	[10]
		Total Other Assets		8,302,903		665		-		30,158		-		8,333,726		58,491,481			66,825,207
		TOTAL ASSETS	$	14,946,946	$	24,290	$	-	$	40,850	$	323,030	$	15,335,116	$	58,491,481		$	73,826,597
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES
	Accounts payable and accrued expenses		$	2,088,459	$	30,515	$	-	$	34,500	$	31,850	$	2,185,324	$	-		$	2,185,324
	Billings in excess of revenues			674,971		-		-		-		-		674,971		-			674,971
	Loans and notes payable			503,386		-		-		-		-		503,386		-			503,386
	Related party payables			1,976,995		-		-		5,392		241,000		2,223,387		-			2,223,387
	Other current liabilities			1,415,393		-		-		9,516		7,355		1,432,264		-			1,432,264
		Total Current Liabilities		6,659,204		30,515		-		49,408		280,205		7,019,332		-			7,019,332
LONG TERM LIABILITIES
	Loans and notes payable			-		-		-		-		-		-		-			-
		Long term liabilities		-		-		-		-		-		-		-			-
		TOTAL LIABILITIES		6,659,204		30,515		-		49,408		280,205		7,019,332		-			7,019,332
STOCKHOLDERS' EQUITY (DEFICIT)
	Preferred stock			510		-		-		-		-		510		-			510
	Common stock			20,883		695,375		-		378,698		-		1,094,956		(695,375)	[1]		41,461
																-	[2]		-
																15,500	[3]
																1,383	[5]
																(378,698)	[6]
																3,695	[8]
	Members' equity											795,000		795,000		(795,000)	[9]		-
	Additional paid-in capital			42,332,298		-		-		-		-		42,332,298		695,375	[1]		101,680,604
																-	[2]
				-		-		-		-		-		-		44,469,500	[3]
																(695,375)	[4]
																3,982,809	[5]
																10,895,997	[8]
	Stock subscription receivable			-		-		-						-		-			-
	Retained earnings (deficit)			(34,065,949)		(701,600)		-		(387,256)		(752,175)		(35,906,980)		701,600	[4]		(34,915,309)
																387,256	[6]
																(237,693)	[7]
																752,175	[9]
																(611,667)	[10]
		Total Stockholders' Equity (Deficit)		8,287,742		(6,225)		-		(8,558)		42,825		8,315,784		58,491,481			66,807,265
		TOTAL LIABILITIES AND
		STOCKHOLDERS' EQUITY (DEFICIT)	$	14,946,946	$	24,290	$	-	$	40,850	$	323,030	$	15,335,116	$	58,491,481		$	73,826,597

4

BLUE EARTH, INC.

Proforma Consolidated Statements of Operations

For the Year Ended December 31, 2012

							Global											Pro-Forma
					IPS		Renewable		Intelligent		Millennium							Adjusted
			Blue		Power		Energy		Power		Power		Combined		Pro Forma			Combined
			Earth, Inc.		Engineering, Inc.		Group, Inc.		Inc.		Solutions, LLC		Totals		Adjustments		REF	Totals
REVENUES			$	9,966,073	$	23,625	$	-	$	4,500	$	71,570	$	10,065,768	$	-		$	10,065,768
COST OF SALES				6,383,645		-		-		-		44,359		6,428,004		-			6,428,004
GROSS PROFIT				3,582,428		23,625		-		4,500		27,211		3,637,764		-			3,637,764
OPERATING EXPENSES
	General and administrative			12,311,157		627,430		-		249,219		372,557		13,560,363		-			13,560,363
	Depreciation and amortization expense			2,541,961		-		-		-		7,103		2,549,064		237,693	[7]		2,786,757
				-		-		-		-		-		-		611,667	[10]		611,667
		Total Costs and Expenses		14,853,118		627,430		-		249,219		379,660		16,109,427		849,361			16,958,788
		OPERATING LOSS		(11,270,690)		(603,805)		-		(244,719)		(352,449)		(12,471,663)		(849,361)			(13,321,024)
OTHER INCOME (EXPENSE)
	Gain on derivative valuation			2,037,325		-		-		-		-		2,037,325		-			2,037,325
	Other income			1		-		-		-		274		275		-			275
	Other expense			(373,770)		-		-		-		(400,000)		(773,770)		-			(773,770)
		Total Other Income (Expense)		1,663,556		-		-		-		(399,726)		1,263,830		-			1,263,830
		LOSS BEFORE INCOME TAXES		(9,607,134)		(603,805)		-		(244,719)		(752,175)		(11,207,833)		(849,361)			(12,057,194)
		PROVISION FOR INCOME TAXES		-		-		-		-		-		-		-			-
NET LOSS				(9,607,134)		(603,805)		-		(244,719)		(752,175)		(11,207,833)		(849,361)			(12,057,194)
		PREFERRED DIVIDENDS		(545,020)		-		-		-		-		(545,020)		-			(545,020)
NET LOSS ATTRIBUTABLE TO COMMON SHAREHOLDERS			$	(10,152,154)	$	(603,805)	$	-	$	(244,719)	$	(752,175)	$	(11,752,853)	$	(849,361)		$	(12,602,214)
BASIC LOSS PER SHARE			$	(0.51)	$	(0.05)	$	-	$	(0.18)	$	(0.20)						$	(0.30)
WEIGHTED AVERAGE SHARES				18,961,099		12,355,000		3,145,000		1,383,400		3,694,811							39,539,310

5

Notes to Unaudited Pro Forma Consolidated Financial Statements

Effective July 15, 2013, IPS Acquisition Corp., “IPS”, a newly formed subsidiary of Blue Earth, Inc.,  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 Blue Earth, Inc.  These shares were valued based on the quoted market price on the effective date of the transaction, at $2.87 per share, or $44,485,000.  Blue Earth, Inc. 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.

Immediately after the transaction, IPS ceased to exist and IPS Power Engineering, Inc. and Global Renewable Energy Group, Inc.. became the surviving corporations, wholly owned subsidiaries of Blue Earth, Inc.

The pro forma adjustments reflect the issuance of 15,500,000 shares of Blue Earth, Inc. common stock to shareholders of IPS Power Engineering, Inc. and Global Renewable Energy Group, Inc.. in exchange for all issued and outstanding shares of IPS Power Engineering, Inc. and Global Renewable Energy Group, Inc..  This entry also reflects the elimination of equity balances, including the common stock of IPS Power Engineering, Inc. and Global Renewable Energy Group, Inc., retained earnings of both entities and the allocation of excess purchase price above the market value of the tangible assets acquired and liabilities assumed in the acquisition to construction in progress on the project contracts held by IPS Power Engineering, Inc. and Global Renewable Energy Group, Inc. The cost of assets acquired will be capitalized and allocated to the several projects to be constructed rather than amortized.

The calculation of the $44,498,698 excess purchase price was calculated as shown in the table below.

Purchase Price	Shares	Price	Total
IPS Power Engineering, Inc. and Global Renewable Energy Group, Inc.	15,500,000	$2.87	$	44,485,000
Total Purchase Price				44,485,000
Tangible Assets Acquired				(9,844)
Total Liabilities Assumed				23,542
Cost of Construction in Progress			$	44,498,698

Effective July 24, 2013, Intelligent Power Acquisition, Inc., “IPA”, a newly formed subsidiary of Blue Earth, Inc.,  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 Blue Earth, Inc.  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 ceased to exist and Intelligent Power, Inc. became the surviving corporation, a wholly owned subsidiary of Blue Earth, Inc.

The pro forma adjustments reflect the issuance of 1,383,400 shares of Blue Earth, Inc. common stock to shareholders of Intelligent Power, Inc. in exchange for all issued and outstanding shares of Intelligent Power, Inc. This entry also reflects the elimination of equity balances, including the common stock of Intelligent Power, Inc., retained earnings and the allocation of excess purchase price above the market value of the tangible assets acquired and liabilities assumed in the acquisition to patents and technology. The cost of the intangible assets acquired will be capitalized and amortized over the estimate life of 17 years.

6

The calculation of the $4,040,784 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				(67,385)
Total Liabilities Assumed				123,977
Cost of Construction in Progress			$	4,040,784

Effective August 23, 2013, MPS Acquisition Corp., “MPS”, a newly formed subsidiary of Blue Earth, Inc.,  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 Blue Earth, Inc.  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 Blue Earth, Inc. payable in Blue Earth, Inc. 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, Millennium Power Solutions LLC ceased to exist and MPS became the surviving corporation, a wholly owned subsidiary of Blue Earth, Inc.

The pro forma adjustments reflect the issuance of 3,694,811 shares of Blue Earth, Inc. common stock to members of Millennium Power Solutions LLC in exchange for all issued and outstanding member interests of Millennium Power Solutions LLC This entry also reflects the elimination of equity balances, including the member interests of Millennium Power Solutions LLC, the retained earnings and the allocation of the purchase price above the market value of the tangible assets acquired and liabilities assumed in the acquisition to patents and technology. The cost of the intangible assets acquired will be capitalized and amortized over the estimate life of 17 years.

The calculation of the $10,398,346 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				(622,244)
Total Liabilities Assumed				120,898
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 as of June 30, 2013 and December 31, 2012.

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