Registration No. 333-189937
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
FORM S-1
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
BLUE EARTH INC.
(Exact Name of Registrant as specified in its charter)
| Nevada |
| 8700 |
| 98-0531496 |
| (State or other jurisdiction |
| (Primary Standard Industrial |
| (I.R.S. Employer |
| of incorporation or organization) |
| Classification Code Number) |
| Identification No.) |
235 Pine Street, Suite 1100
San Francisco, CA 94104
Telephone: 415-964-4411
(Address and telephone number of principal executive offices)
G. Robert Powell
Chief Executive Officer
Blue Earth, Inc.
235 Pine Street, Suite 1100
San Francisco, CA 94104
(415) 964-4411
(Name, address and telephone number of agent for service)
Copy to:
Elliot H. Lutzker, Esq. Davidoff Hutcher & Citron, LLP
605 Third Avenue
New York, New York 10158
Telephone: (212) 557-7200
Telecopier: (212) 286-1884
Approximate Date of Proposed Sale to the Public: As soon as practicable after the effective date of this registration statement.
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. [X]
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ]
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
| Large accelerated filer | [ ] | Accelerated filer | [X] |
| Non-accelerated filer | [ ] | Smaller reporting company | [ ] |
| (Do not check if a smaller reporting company) |
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EXPLANATORY NOTE
This Post-Effective Amendment No. 1 to the Registration Statement on Form S-1 No. 333-189937 (the “Registration Statement”) of Blue Earth, Inc. (the “Issuer”) is being filed to terminate the effectiveness of the Registration Statement and to deregister all unsold securities reserved for issuance and registered for sale by the selling stockholders named in the Registration Statement. The Issuer is terminating the effectiveness of this Registration Statement in connection with its bankruptcy filing and plans to file all necessary documentation to terminate its reporting requirements under the Securities Exchange Act of 1934.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-1 and has duly caused this Amendment to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Francisco, State of California on the 14th day of April, 2016.
BLUE EARTH, INC.
By: /s/ G. Robert Powell
Name: G. Robert Powell
Title: Chief Executive Officer
(Principal Executive Officer)
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| /s/ Laird Q. Cagan* Laird Q. Cagan | Chairman of the Board and a Director | April 14, 2016 |
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| /s/ G. Robert Powell G. Robert Powell | Chief Executive Officer and a Director (Principal Executive Officer and Interim Principal Accounting Officer) | April 14, 2016 |
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| /s/ Robert Potts* Robert Potts | Director | April 14, 2016 |
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| /s/ Michael W. Allman* Michael W. Allman | Director | April 14, 2016 |
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| /s/ James A. Kelly* James A. Kelly | Director | April 14, 2016 |
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| /s/ Alan Krusi* Alan Krusi | Director | April 14, 2016 |
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| */s/ Robert Powell Robert Powell Attorney-In-Fact |
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