DAVID OFF HUTCHER & CITRON
605 Third Avenue, 34th Floor
New York, New York 10158
May 20, 2015
Division of Corporate Finance
Securities and Exchange Commission
100 f Street, N.E.
Washington, D.C. 20549
Attention: Mara L. Robinson
Assistant Director
Re:
Blue Earth, Inc.
Registration Statement on Form S-3
Filed March 25, 2015
File No. 333-202973
Dear Ms. Ransom:
The Company has filed Amendment No. 4 to its Registration Statement on this date to remove references to the Nasdaq deficiencies and to otherwise update the prospectus. The aggregate number of shares was a reduced from the previously filed amendments to the Company’s Registration Statement on Form S-3 (File No. 333-202973) to reflect the amendments entered into for Nasdaq compliance.
If you have any comments or questions regarding the foregoing, please do not hesitate to contact the undersigned at 646-428-3210.
Very truly yours,
DAVIDOFF HUTCHER & CITRON LLP
By: /s/ Elliot H. Lutzker
Elliot H. Lutzker, Partner
cc:
Johnny R. Thomas
