Ownership Submission
FORM 3
 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
  Kendall Donald R Jr
 2. Date of Event Requiring Statement (Month/Day/Year)
01/31/2014		 3. Issuer Name and Ticker or Trading Symbol
Blue Earth, Inc. [BBLU]
(Last)
(First)
(Middle)
2298 HORIZON RIDGE PARKWAY, SUITE 205		 4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
CEO of Blue Earth Capital
 5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

HENDERSON, NV 89052		 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4)		 2. Amount of Securities Beneficially Owned
(Instr. 4)		 3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)		 4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock 1,780,000
D
 

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)		 2. Date Exercisable and Expiration Date
(Month/Day/Year)		 3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)		 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)		 6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Incentive Stock Option   (1) 01/31/2024 Common Stock 100,000 $ 2 D  
Non Qualified Stock Option   (2) 01/31/2014 Common Stock 1,400,000 $ 2 D  
Class B Warrant 11/08/2013 01/07/2016 Common Stock 30,000 $ 6 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Kendall Donald R Jr
2298 HORIZON RIDGE PARKWAY
SUITE 205
HENDERSON, NV 89052		       CEO of Blue Earth Capital  

Signatures

/s/ Donald Kendall 01/31/2014
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) These options vest as follows: 50,000 shares on February 28, 2014 and 50,000 shares on February 15,2015
(2) An aggregate of 1,200,000 common shares under this option shall vest at the end of each eight(8) three month periods in 150,000 share increments commencing upon the third month anniversary of the date of the grant. The remaining 200,000 common shares issuable under this option are fully vested and immediately exercisable.

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