SECURITIES AND EXCHANGE COMMISSION
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Washington, D.C. 20549
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SCHEDULE 13D
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Under the Securities Exchange Act of 1934
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(Amendment No. 8)*
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Profire Energy, Inc.
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(Name of Issuer)
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Common Stock, $.001 par value per share
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(Title of Class of Securities)
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74316X 101
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(CUSIP Number)
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Andrew Limpert
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321 South 1250 West, Suite 1
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Lindon, Utah 84042
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(801) 796-5127
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(Name, Address and Telephone Number of Person Authorized to
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Receive Notices and Communications)
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October 10, 2013
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(Date of Event which Requires Filing of this Statement)
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1.
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Names of Reporting Persons
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Andrew Limpert
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a) [ ]
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(b) [ ]
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3.
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SEC Use Only
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4.
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Source of Funds (See Instructions)
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5.
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Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
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[ ]
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6.
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Citizenship or Place of Organization
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United States of America
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Number of
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7.
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Sole Voting Power
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Shares
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3,571,937
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Beneficially
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8.
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Shared Voting Power
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Owned by
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-0-
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Each
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9.
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Sole Dispositive Power
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Reporting
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3,571,937
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Person
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10.
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Shared Dispositive Power
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With
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-0-
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person
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3,571,937
The 3,571,937 shares of Common Stock are comprised of (i) 3,521,937 shares owned by the Reporting Person, Andrew Limpert, (ii) 10,000 shares owned by Andrew Limpert, Custodian for Madeline Limpert, UTMA, (iii) 10,000 shares owned by Andrew Limpert, Custodian for Gabrielle Limpert, UTMA, (iv) 10,000 shares owned by Andrew Limpert, Custodian for Luke Limpert, UTMA, (v) 10,000 shares owned by Andrew Limpert Custodian for Colin Limpert, UTMA, and (vi) 10,0000 shares owned by Andrew Limpert Custodian for Olivia Limpert, UTMA. The Reporting Person disclaims beneficial ownership of the shares owned as custodian except to the extent of his pecuniary interest therein and the inclusion of the shares owned as custodian included in this report shall not be deemed an admission of beneficial ownership of the reported shares for purposes of Section 16 or for any other purpose.
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12.
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
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[ ]
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13.
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Percent of Class Represented by Amount in Row (11)
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7.9%
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14.
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Type of Reporting Person (See Instructions)
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IN
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(a)
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On October 10, 2013, the Reporting Person (i) sold an aggregate of 54,348 shares in two private transactions and (ii) gifted 51,800 shares to six individuals, 10,000 shares each to each of his five minor children and 1,800 shares to another individual. The Reporting Person may sell additional shares of Common Stock equal to an aggregate of up to one percent of the total outstanding Common Stock of the Issuer within the next 90 days.
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(b)
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Not applicable.
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(c)
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Not applicable.
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(d)
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Not applicable.
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(e)
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Not applicable.
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(f)
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Not applicable.
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(g)
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Not applicable.
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(h)
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Not applicable.
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(i)
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Not applicable.
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(j)
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Not applicable.
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(a)
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Of the 3,571,937 shares of Common Stock reported as owned by the Reporting Person, (i) 3,521,937 are shares owned by the Reporting Person, (ii) 10,000 shares are owned by Andrew Limpert, Custodian for Madeline Limpert, UTMA, (iii) 10,000 shares are owned by Andrew Limpert, Custodian for Gabrielle Limpert, UTMA, (iv) 10,000 shares are owned by Andrew Limpert, Custodian for Luke Limpert, UTMA, (v) 10,000 shares are owned by Andrew Limpert Custodian for Colin Limpert, UTMA, and (vi) 10,0000 shares are owned by Andrew Limpert Custodian for Olivia Limpert, UTMA. This reflects approximately 7.9% of the outstanding Common Stock of the Company. The Reporting Person disclaims beneficial ownership of the shares owned as custodian except to the extent of his pecuniary interest therein and the inclusion of the shares owned as custodian included in this report shall not be deemed an admission of beneficial ownership of the reported shares for purposes of Section 16 or for any other purpose.
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(b)
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The Reporting Person has the sole power to vote or direct the vote of all of the 3,571,937 shares; and has shared power to vote or direct the vote of 0 shares; has the sole power to dispose or direct the disposition of all of the 3,571,937 shares; and has shared power to dispose or direct the disposition of 0 shares.
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(c)
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Other than as disclosed herein, during the past 60 days, the Reporting Person has not engaged in any transactions in the Common Stock of the Issuer.
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(d)
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No other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares owned by the Reporting Person.
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(e)
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Not Applicable.
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Date: October 10, 2013
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By:
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/s/ Andrew Limpert | |
Andrew Limpert
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