United States

Securities and Exchange Commission
Washington, DC 20549

Schedule 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 2)*

The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

(1) Includes (a) 300,000 shares beneficially owned by Cagan Capital LLC, a company beneficially owned by the Reporting Person; (b) 100,000 shares beneficially owned by the Reporting Person’s minor children; (c) 100,000 shares received by the Reporting Person as a director; and (d) an aggregate of 3,605,000 warrants to purchase common stock of the Issuer. 

Item 1(a). Name of Issuer:

Blue Earth, Inc.

Item 1(b). Address of Issuer's Principal Executive Offices:

2298 Horizon Ridge Parkway, Suite 205

Henderson, NV  89052

Item 2(a). Name of Person Filing:

Laird Cagan

Item 2(b). Address of Principal Business Office or, if None, Residence:

20400 Stevens Creek Blvd., Suite 700

Cupertino, California 95014

Item 2(c). Citizenship:

United States of America

Item 2(d). Title of Class of Securities:  

Common Stock, par value $0.001

Item 2(e). CUSIP Number:

09548108

Item 3. If this statement is filed pursuant to §§ 240.13d-1(b), or 240.13d-2(b) or (c), check whether the person filing is a:

Not Applicable

Item 4. Ownership.

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

(a) Amount beneficially owned:   4,105,000(1)

(b) Percent of class:  6.4%(2)

(c) Number of shares as to which the person has: 

     (i) Sole power to vote or to direct the vote:   4,105,000(1)

     (ii) Shared power to vote or to direct the vote:  (0)

    (iii) Sole power to dispose or to direct the disposition of: 4,105,000(1)

    (iv) Shared power to dispose or to direct the disposition of:  (0) 

(1)

Includes (a) 300,000 shares beneficially owned by Cagan Capital LLC, a company beneficially owned by the Reporting Person; (b) 100,000 shares beneficially owned by the Reporting Person’s minor children; and (c) 100,000 shares received by the Reporting Person as a director; and (d) an aggregate of 3,605,000 warrants to purchase common stock of the Issuer.

(2)

Based on 60,058,029 shares of common stock of the Issuer outstanding as of January 22, 2014, as reported in Amendment No. 3 to the Issuer’s Registration Statement on Form S-1, filed with the SEC on January 29, 2014.

Item 5. Ownership of Five Percent or Less of a Class.

N/A

Item 6. Ownership of More Than Five Percent on Behalf of Another Person.

N/A

Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person.

N/A

Item 8. Identification and Classification of Members of the Group.

N/A

Item 9. Notice of Dissolution of Group.

N/A

Item 10

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

Signature

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.