Page 4 of 5 SEC Filing
| CUSIP No. 095428108 | 13D/A | Page 4 of 5 Pages |
This Amendment No. 2 amends Schedule 13D filed on March 20, 2015,
as amended by Amendment No. 1 filed on December 22, 2015, by Jackson Investment Group, LLC (“JIG LLC”), and Richard
L. Jackson regarding the common stock, $.001 par value per share, of Blue Earth, Inc., a Nevada corporation. Terms used in this
amendment shall have the meanings given to them in the Schedule 13D.
Item 4. Purpose of Transaction.
Item 4 is amended by deleting the last paragraph thereof in its
entirety and substituting in lieu thereof the following:
While most of these various purchase rights are immediately exercisable,
the Reporting Persons have no plans to exercise these rights or other plans or proposals which relate to or would result in any
of the events described in (a) through (j) of Item 4, except as described herein and as follows. The Reporting Persons have been
engaged in discussions with the Issuer concerning the maturity on February 29, 2016 of the Issuer’s previously reported loans
from JIG LLC, and the Issuer’s plans and expectations regarding the repayment or refinancing of such debt, and the Reporting
Persons expect to continue to discuss these matters with the Issuer.
In conjunction with such discussions, the Reporting Persons are
continually reviewing their interest in the Issuer, including JIG LLC’s interest as the primary secured lender to the Issuer.
The factors that the Reporting Persons may consider in evaluating their interest in the Issuer include the following: (i) the Issuer’s
businesses and prospects, including but not limited to the Issuer’s ability to repay or refinance its senior credit agreements
with JIG LLC in accordance with their terms; (ii) the contractual provisions, limitations and other terms of JIG LLC’s loan
and security agreements with the Issuer; (iii) general economic conditions and stock market conditions; and (iv) other plans and
requirements of the Reporting Persons.
Depending on their evaluation of these and other factors, the Reporting
Persons may from time to time seek to increase or decrease their investment in the Issuer; engage in discussions with third parties
regarding the Issuer and its businesses, prospects, operations, strategy, personnel, directors, ownership and capitalization and
their interests therein and any plans and proposals they may have with respect thereto; engage in discussions with management of
the Issuer concerning its businesses, prospects, operations, strategy, personnel, directors, ownership and capitalization; and
either individually or together with others make proposals with respect to the Issuer that may involve one or more of the types
of transactions specified in clauses (a) through (j) of Item 4 of Schedule 13D.
Item 5. Interest in Securities
of the Issuer.
The following disclosure assumes 101,134,948 shares of Common Stock
are outstanding based on the Issuer’s report of shares outstanding as of January 4, 2016, as reported in the Issuer’s
Prospectus Supplement filed with the Securities and Exchange Commission under Rule 424(b)(5) on January 15, 2016.
(a) Pursuant to Rule 13d-3 of the Securities Exchange Act, the Reporting
Persons may be deemed to beneficially own 32,166,395 shares of Common Stock, which constitutes approximately 26.96% of the outstanding
shares of Common Stock (assuming the exercise of all warrants and other rights to acquire shares of Common Stock held by the Reporting
Persons as contemplated in Rule 13d-3). Of the shares deemed to be beneficially owned 18,170,777 are not outstanding but are subject
to a right to be acquired by JIG LLC. Richard L. Jackson disclaims beneficial ownership of all of the shares reported to be beneficially
owned by him except to the extent of his pecuniary interest therein.
(b) Not applicable.
(c) Not applicable.
(d) Not applicable.
(e) Not applicable.