Document and Entity Information
Document and Entity Information - USD ($) $ in Thousands | 12 Months Ended | ||
Sep. 30, 2015 | Dec. 31, 2015 | Mar. 31, 2015 | |
Document And Entity Information | |||
Entity Registrant Name | BLUE SPHERE CORP. | ||
Entity Central Index Key | 1,419,582 | ||
Document Type | 10-K | ||
Trading Symbol | BLSP | ||
Document Period End Date | Sep. 30, 2015 | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --09-30 | ||
Entity a Well-known Seasoned Issuer | No | ||
Entity a Voluntary Filer | No | ||
Entity's Reporting Status Current | Yes | ||
Entity Filer Category | Smaller Reporting Company | ||
Entity Public Float | $ 4,802,337 | ||
Entity Common Stock, Shares Outstanding | 181,317,675 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2,015 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Sep. 30, 2015 | Sep. 30, 2014 |
CURRENT ASSETS: | ||
Cash and cash equivalents | $ 161 | $ 298 |
Other current assets | 21 | 265 |
Total current assets | 182 | $ 563 |
PROPERTY, PLANT AND EQUIPMENT, net of accumulated depreciation | 31 | |
INVESTMENTS IN JOINT VENTURES (note 1b) | 4,952 | $ 469 |
Total assets | 5,165 | 1,032 |
CURRENT LIABILITIES: | ||
Current maturities of long term loan | 32 | 32 |
Accounts payables | 58 | 12 |
Other accounts payable | 681 | 343 |
Debentures, notes and loans | 519 | $ 231 |
Deferred revenues from joint ventures | 6,434 | |
Total current liabilities | 7,724 | $ 618 |
LONG TERM BANK LOAN | 135 | 104 |
STOCKHOLDERS' EQUITY (DEFICIENCY): | ||
Common shares of $0.001 par value each: Authorized: 1,750,000,000 shares at September 30, 2015 and 2014, respectively. Issued and outstanding: 168,096,649 shares and 50,109,036 shares at September 30, 2015 and September 30, 2014, respectively | 1,244 | 1,126 |
Proceeds on account of shares | 20 | 20 |
Treasury shares | (28) | |
Additional paid-in capital | 39,474 | 35,106 |
Accumulated deficit | (43,404) | (35,942) |
Total Stockholders' Equity (Deficiency) | (2,694) | 310 |
Total liabilities and Stockholders' Equity (Deficiency) | $ 5,165 | $ 1,032 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Sep. 30, 2015 | Sep. 30, 2014 |
Consolidated Balance Sheets | ||
Common shares, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common shares, shares authorized | 1,750,000,000 | 1,750,000,000 |
Common shares, shares issued | 167,952,595 | 50,109,036 |
Common shares, shares outstanding | 167,952,595 | 50,109,036 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 12 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2013 | |
OPERATING EXPENSES - | |||
General and administrative expenses | $ 5,331 | $ 7,120 | $ 1,831 |
Other losses (income) | (14) | 20 | |
FINANCIAL EXPENSES, net | 2,145 | 256 | 119 |
NET LOSS FOR THE YEAR | $ 7,462 | $ 7,376 | $ 1,970 |
Net loss per common share - basic and diluted (in dollars per share) | $ (0.088) | $ (0.334) | $ (0.345) |
Weighted average number of common shares outstanding during the period - basic and diluted (in shares) | 85,135,631 | 22,077,519 | 5,705,471 |
STATEMENTS OF CHANGES IN SHAREH
STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY (DEFICIENCY) - USD ($) $ in Thousands | Common Stock, $0.001 Par Value [Member] | Proceeds on account of shares [Member] | Treasury Shares [Member] | Additional paid-in Capital [Member] | Accumulated deficit stage [Member] | Total |
Balance at beginning at Sep. 30, 2012 | $ 184 | $ 25,744 | $ (26,596) | $ (668) | ||
Balance at beginning (in shares) at Sep. 30, 2012 | 1,634,478 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Share based compensation | 203 | 203 | ||||
Issuance of common stock, net of issuance expenses | $ 406 | 485 | 891 | |||
Issuance of common stock, net of issuance expenses (in shares) | 3,593,579 | |||||
Issuance of common stock in respect of issuance of convertible notes | $ 289 | 15 | 304 | |||
Issuance of common stock in respect of issuance of convertible notes (in shares) | 2,558,224 | |||||
Issuance of shares for services | $ 207 | 551 | 758 | |||
Issuance of shares for services (in shares) | 1,834,929 | |||||
Net loss for the period | (1,970) | (1,970) | ||||
Balance at ending at Sep. 30, 2013 | $ 1,086 | 26,998 | (28,566) | (482) | ||
Balance at ending (in shares) at Sep. 30, 2013 | 9,621,210 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Share based compensation | 1,711 | 1,711 | ||||
Issuance of common stock, net of issuance expenses | $ 9 | 891 | 900 | |||
Issuance of common stock, net of issuance expenses (in shares) | 9,054,967 | |||||
Issuance of common stock in respect of issuance of convertible notes | $ 14 | 1,262 | 1,276 | |||
Issuance of common stock in respect of issuance of convertible notes (in shares) | 13,946,727 | |||||
Issuance of shares for services | $ 17 | 3,203 | 3,220 | |||
Issuance of shares for services (in shares) | 17,486,132 | |||||
Issuance of convertible debentures containing a beneficial conversion feature | 1,041 | 1,041 | ||||
Proceeds on account of shares | $ 20 | 20 | ||||
Net loss for the period | (7,376) | (7,376) | ||||
Balance at ending at Sep. 30, 2014 | $ 1,126 | 20 | 35,106 | (35,942) | $ 310 | |
Balance at ending (in shares) at Sep. 30, 2014 | 50,109,036 | 50,109,036 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Share based compensation | 401 | $ 401 | ||||
Issuance of common stock, net of issuance expenses | $ 9 | 338 | 347 | |||
Issuance of common stock, net of issuance expenses (in shares) | 9,338,682 | |||||
Issuance of common stock in respect of issuance of convertible notes | $ 76 | 1,449 | 1,525 | |||
Issuance of common stock in respect of issuance of convertible notes (in shares) | 75,532,381 | |||||
Issuance of shares for services | $ 33 | 1,541 | 1,574 | |||
Issuance of shares for services (in shares) | 33,116,550 | |||||
Issuance of convertible debentures containing a beneficial conversion feature | 482 | 482 | ||||
Treasury shares | $ (28) | (28) | ||||
Treasury shares (in shares) | (144,054) | |||||
Net loss for the period | (7,462) | (7,462) | ||||
Balance at ending at Sep. 30, 2015 | $ 1,244 | $ 20 | $ (28) | $ 39,474 | $ (43,404) | $ (2,694) |
Balance at ending (in shares) at Sep. 30, 2015 | 167,952,595 | 167,952,595 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2013 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | |||
Profit (Net loss) for the period | $ (7,462) | $ (7,376) | $ (1,970) |
Adjustments required to reconcile net loss to net cash used in operating activities: | |||
Share based compensation expenses | 558 | 1,711 | 203 |
Depreciation | 6 | 3 | 3 |
Expenses in respect of Convertible notes and loans | 1,949 | 684 | 99 |
Issuance of shares for services | 1,574 | $ 3,220 | $ 758 |
Amortization of projects costs | 469 | ||
Impairment of nonconsolidated subsidiary investment | (22) | ||
Increase (decrease) in other current assets | 244 | $ 39 | $ (78) |
Increase in Deferred revenues | 1,482 | ||
Increase (decrease) in accounts payables | 46 | $ 20 | $ 5 |
Increase (decrease) in other account payables | 338 | (103) | (62) |
Net cash used in operating activities | $ (818) | (1,802) | (1,042) |
CASH FLOWS FROM INVESTING ACTIVITIES: | |||
Payments on account of project | $ (198) | (271) | |
Short term investments | $ (7) | ||
Purchase of property and equipment | $ (37) | ||
Net cash used in investing activities | $ (37) | $ (198) | $ (278) |
CASH FLOWS FROM FINANCING ACTIVITIES: | |||
Proceeds from options exercise | $ 20 | ||
Loan origination fee | $ (178) | ||
Proceeds from issuance of convertible debenture | $ 625 | $ 1,041 | |
Loan received | 859 | 764 | $ 666 |
Payment of loans and convertible debentures | (1,081) | (473) | (183) |
Issuance of shares, net | 315 | 900 | 1,039 |
Net cash provided by financing activities | 718 | 2,252 | 1,344 |
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | (137) | 252 | 24 |
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD | 298 | 46 | 22 |
CASH AND CASH EQUIVALENTS AT END OF PERIOD | 161 | 298 | 46 |
NON-CASH TRANSACTIONS: | |||
Deferred revenues against joint ventures investments | 4,952 | ||
Cash paid during the period for: | |||
Interest | $ 172 | $ 34 | $ 48 |
GENERAL
GENERAL | 12 Months Ended |
Sep. 30, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
GENERAL | NOTE 1 Ā GENERAL a. Blue Sphere Corp. (Āthe CompanyĀ), together with its wholly-owned subsidiaries, Eastern Sphere Ltd. (ĀEasternĀ), Binosphere Inc (ĀBinosphereĀ), Johnstonsphere LLC (ĀJohnstonsphereĀ), and Sustainable Energy Ltd. (ĀSELĀ), is focused on project integration in the clean energy production and waste to energy markets. As of September 30, 2015, Tipping LLC and Charlottesphere LLC, two former subsidiaries of the Company, had been dissolved and Johnstonsphere had not commenced operations. On May 12, 2015 the Company formed Bluesphere Pavia (formerly called Bluesphere Italy S.r.l.), a subsidiary of Eastern in order to acquire certain biogas plants located in Italy (see note 2 below). The Company was incorporated in the state of Nevada on July 17, 2007 and was originally in the business of developing and promoting automotive internet sites. On February 17, 2010, the Company conducted a reverse merger, name change and forward split of its common stock, and in March 2010 current management took over operations, at which point the Company changed its business focus to become a project integrator in the clean energy production and waste to energy markets. On October 2, 2014, the Company, together with certain third parties, established Permanent Energy Ltd (ĀPermanent EnergyĀ) in Israel. Permanent Energy was focused on Build-Own-Operate projects and project integration in the clean energy production and waste to energy markets, primarily in Israel. The Company held a 50% interest in Permanent Energy. Permanent Energy ceased its operations in February 2015 and is in the process of dissolution. The Company is currently focusing on (i) 10 projects related to the construction, acquisition or development of biogas facilities and (ii) a recently licensed fast charging battery technology. On November 26, 2013, the Company amended and restated its Articles of Incorporation to authorize the issuance of 500,000,000 shares of preferred stock, $0.001 par value, in one or more series and with such rights, preferences and privileges as its Board of Directors may determine and to effect a 1 for 113 reverse stock split of the CompanyĀs outstanding common stock. In addition, the Amended and Restated Articles of Incorporation provide, among other things, for indemnification and limitations to the liability of the CompanyĀs officers and directors. As a result of the reverse stock split, which became effective on December 4, 2013, every 113 shares of the CompanyĀs outstanding common stock prior to the effect of that amendment was combined and reclassified into one share of the CompanyĀs common stock, and the number of outstanding shares of the CompanyĀs common stock was reduced from 1,292,103,309 to 11,434,611 shares. All share, stock option and per share information in these consolidated financial statements have been adjusted to reflect the stock split on a retroactive basis. b. The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As of September 30, 2015, the Company had approximately $161 thousand in cash, a negative working capital of approximately $7,542 thousand, a stockholdersĀ deficiency of approximately $2,694 thousand and an accumulated deficit of approximately $43,404 thousand. Management anticipates their business will require substantial additional investments that have not yet been secured. The Company anticipates that the existing cash will not be sufficient to continue its operations through the next 12 months. Management is continuing in the process of fund raising in the private equity markets as the Company will need to finance future activities and general and administrative expenses. These conditions raise substantial doubt about the CompanyĀs ability to continue as a going concern. CompanyĀs ability to continue as a going concern is dependent upon raising capital from financing transactions and revenue from operations. These financial statements do not include any adjustments that may be necessary should the Company be unable to continue as a going concern. The CompanyĀs continuation as a going concern is dependent on its ability to obtain additional financing as may be required and ultimately to attain profitability. |
INVESTMENTS IN JOINT VENTURES
INVESTMENTS IN JOINT VENTURES | 12 Months Ended |
Sep. 30, 2015 | |
Investments In Joint Ventures | |
INVESTMENTS IN JOINT VENTURES | NOTE 2 Ā INVESTMENTS IN JOINT VENTURES On October 19, 2012, the Company signed definitive project agreements in respect of both the North Carolina and Rhode Island sites with Orbit Energy, Inc. (ĀOrbitĀ), pursuant to which the Company would be entitled to full ownership of each of the entities that owns the rights to implement the respective projects (Orbit Energy Charlotte, LLC in the case of the North Carolina project (ĀOECĀ) and Orbit Energy Rhode Island, LLC in the case of the Rhode Island project (ĀOERIĀ)), subject to the satisfaction of certain conditions. North Carolina Project On November 19, 2014, The Company signed an amended and restated purchase agreement with Orbit for the North Carolina project (the ĀAmended OEC Purchase AgreementĀ). Subject to the terms of the Amended OEC Purchase Agreement, Orbit transferred ownership of OEC to the Company in exchange for a development fee of $900,000, reimbursement of $17,764 and an amount equal to 30% of the distributable cash flow from the North Carolina project after the project achieves a post-recoupment 30% internal rate of return computed on the basis of any and all benefits from tax credits, depreciation and other incentives of any nature. The Company also agreed to use high solid anaerobic digester units designed by Orbit (the ĀHSAD UnitsĀ) and to retain Orbit to implement and operate the HSAD Units for an annual management fee of $187,500 (the ĀOEC Management FeeĀ), subject to certain conditions. The Amended OEC Purchase Agreement provided that the Company had until December 15, 2014 to pay Orbit the development fee and reimbursement amount, which was extended to January 15, 2015 upon payment of $75,000. The Company did not pay Orbit the development fee and reimbursement amount and, pursuant to the terms of the Amended OEC Purchase Agreement, ownership of OEC reverted back to Orbit on January 15, 2015. On January 30, 2015, The Company entered into the Orbit Energy Charlotte, LLC Membership Interest Purchase Agreement by and among the Company, Orbit, Concord Energy Partners, LLC, a Delaware limited liability company (ĀConcordĀ), and OEC (the ĀNew OEC Purchase AgreementĀ), pursuant to which (i) Concord purchased all of OrbitĀs right, title and interest in and to the membership interests of OEC (the ĀOEC InterestsĀ), (ii) Orbit abandoned all economic and ownership interest in the OEC Interests in favor of Concord, (iii) Orbit ceased to be a member of OEC and (iv) Concord was admitted as the sole member of OEC. Subject to the satisfaction of certain conditions by Orbit, The Company agreed to be responsible for all costs of evaluating and incorporating into the North Carolina project (i) OrbitĀs high solids anaerobic digestion technology, consisting of a proprietary process that uses an anaerobic digester design developed by the U.S. Department of Energy and subsequently modified by Orbit in combination with the proprietary bacteria supplied by Orbit (the ĀOrbit TechnologyĀ), and (ii) two HSAD Units designed by Orbit with up to a total maximum capacity of 100 tons per day. The Company are responsible for both direct and indirect costs, all payments to be made to Orbit and all increased costs, expenses and any damages incurred in connection with the design, installation, integration, operation and maintenance of the Orbit Technology incorporated into the project. The Company also agreed to enter into an operations agreement with Orbit in respect of the HSAD Units to be integrated into the North Carolina project and to pay Orbit the OEC Management Fee. In a letter agreement executed in connection with the New OEC Purchase Agreement, The Company agreed to pay Orbit an amount equal to thirty percent (30%) of the North Carolina projectĀs distributable cash flow after The Company and the other equity investors in the North Carolina project fully recoup their respective investments in the North Carolina project (such investments to be calculated solely as amounts expended in and for the construction of the North Carolina project) and the North Carolina project achieves a thirty percent (30%) internal rate of return. The calculation of the projectĀs internal rate of return would take into account and be computed on the basis of any and all benefits from tax credits, depreciation and other incentives of any nature, as well as the OEC Management Fee. On the same date as the New OEC Purchase Agreement, (i) the Company, Concord and York Renewable Energy Partners LLC (ĀYorkĀ) entered into a development and indemnification agreement (the ĀConcord Development and Indemnification AgreementĀ), pursuant to which Concord paid the Company $1,250,000, issued the Company 250 Series B units of Concord (ĀConcord Series B UnitsĀ) and issued 750 Series A units of Concord (ĀConcord Series A UnitsĀ) to York, and (ii) The Company and York entered into an amended and restated limited liability company operating agreement (the ĀConcord LLC AgreementĀ) to establish the Concord Series A Units and Concord Series B Units and admit the Company and York as 25% and 75% members of Concord, respectively. Pursuant to the foregoing agreements, York also agreed to pay the Company two equal installments of $587,500 upon (a) mechanical completion of the North Carolina project and (b) commercial operation of the North Carolina project CompanyĀs rights to receive distributions from Concord are subject to certain priorities in favor of York. In connection with the foregoing, on January 30 2015, the Company terminated its amended and restated construction finance agreement, dated June 6, 2014, with Caterpillar Financial Services Corporation. In February 2015, The Company received $1,586,000 for development fees and reimbursements in connection with the North Carolina project. If commercial operations are not commenced within 60 days of December 31, 2015, OEC will be required to pay $500,000 of liquidated damages to Duke Energy pursuant to the Duke PPA. If applicable, York will be responsible for contributing these funds to OEC. Although no assurances can be given, the Company expects the North Carolina project to commence commercial operations in the first quarter of 2016. Based on the investments made by York as of September 30, 2015, the CompanyĀs portion of net equity in Concord amounted to a total of $3,616,978. Such amount was presented as an asset in the balance sheet and as deferred revenues from equity in subsidiaries. Such deferred revenues will be recorded to the profit and loss statement upon completion of the plants and fulfillment of all the CompanyĀs obligation under the above agreements. Rhode Island Project On January 7, 2015, the Company signed an amended and restated purchase agreement with Orbit for the Rhode Island project (the ĀAmended OERI Purchase AgreementĀ). Subject to the terms of the Amended OERI Purchase Agreement, Orbit transferred full ownership of OERI to the Company in exchange for a development fee of $300,000, reimbursement of $86,432 and an amount equal to 30% of the distributable cash flow from the Rhode Island project after the project achieves a post-recoupment 30% internal rate of return computed on the basis of any and all benefits from tax credits, depreciation and other incentives of any nature. The Company also agreed to use HSAD Units designed by Orbit and to retain Orbit to implement and operate the HSAD Units for an annual management fee of $187,500 (the ĀOERI Management FeeĀ), subject to certain conditions. The Amended OERI Purchase Agreement provided that the Company had until January 22, 2015 to pay Orbit the development fee and reimbursement amount, which was extended to February 28, 2015 upon payment of $31,000. The Company did not pay the development fee and reimbursement amount and, pursuant to the terms of the Amended OERI Purchase Agreement, ownership of OERI reverted back to Orbit. On April 8, 2015, the Company entered into the Orbit Energy Rhode Island, LLC Membership Interest Purchase Agreement by and among the Company, Orbit, Rhode Island Energy Partners, LLC, a Delaware limited liability company (ĀRhode IslandĀ) and OERI (the ĀNew OERI Purchase AgreementĀ), pursuant to which (i) Rhode Island purchased all of OrbitĀs right, title and interest in and to the membership interests of OERI (the ĀOERI InterestsĀ), (ii) Orbit abandoned all economic and ownership interest in the OERI Interests in favor of Rhode Island, (iii) Orbit ceased to me a member of OERI and (iv) Rhode Island was admitted as the sole member of OERI. Subject to the satisfaction of certain conditions by Orbit, the Company agreed to be responsible for all costs of evaluating and incorporating into the Rhode Island project (i) the Orbit Technology and (ii) two HSAD Units designed by Orbit with up to a total maximum capacity of 75 tons per day. The Company are responsible for both direct and indirect costs, all payments to be made to Orbit and all increased costs, expenses and any damages incurred in connection with the design, installation, integration, operation and maintenance of the Orbit Technology incorporated into the project. The Company also agreed to enter into an operations agreement with Orbit in respect of the HSAD Units to be integrated into the Rhode Island project and to pay Orbit the OERI Management Fee. The Company also acknowledged in the New OERI Purchase Agreement its continuing responsibility to pay Orbit an amount equal to thirty percent (30%) of the Rhode Island projectĀs distributable cash flow after the Company and the other equity investors in the Rhode Island project fully recoup CompanyĀs respective investments in the Rhode Island project (such investments to be calculated solely as amounts expended in and for the construction of the Rhode Island project) and the Rhode Island project achieves a thirty percent (30%) internal rate of return. The calculation of the projectĀs internal rate of return would take into account and be computed on the basis of any and all benefits from tax credits, depreciation and other incentives of any nature, as well as the OERI Management Fee. On the same date as the New OERI Purchase Agreement, (i) the Company, Rhode Island and York entered into a development and indemnification agreement (the ĀRhode Island Development and Indemnification AgreementĀ), pursuant to which Rhode Island agreed to pay the Company $1,481,900, issue the Company 2,275 Series B units of Rhode Island (ĀRhode Island Series B Units), and issue 7,725 Series A units of Rhode Island (ĀRhode Island Series A UnitsĀ) to York, and (ii) The Company and York entered into an amended and restated limited liability company operating agreement (the ĀRhode Island LLC AgreementĀ) to establish the Rhode Island Series A Units and Rhode Island Series B Units and admit the Company and York as 22.75% and 77.25% members of Rhode Island, respectively. Pursuant to the foregoing agreements, York also agreed to pay the Company three equal installments of $562,500 upon (a) signing of the Rhode Island Development and Indemnification Agreement, (b) the later of (x) the date of mechanical completion of the Rhode Island project and (y) the date on which an executed interconnection agreement between OERI and National Grid, including receipt of any regulatory approvals from the Rhode Island Public Utility Commission, is delivered by OERI, and (c) commercial operation of the Rhode Island project. Based on the investments made by York as of September 30, 2015, the CompanyĀs portion of net equity in Rhode Island amounted to a total of $1,335,377. Such amount was presented as an asset in the balance sheet and as deferred revenues from equity in subsidiaries. Such deferred revenues will be recorded to the profit and loss statement upon completion of the plants and fulfillment of all the CompanyĀs obligation under the above agreements. |
SIGNIFICANT ACCOUNTING POLICIES
SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Sep. 30, 2015 | |
Accounting Policies [Abstract] | |
SIGNIFICANT ACCOUNTING POLICIES | NOTE 3 Ā SIGNIFICANT ACCOUNTING POLICIES a. The currency of the primary economic environment in which the operations of the Company are conducted is the U.S dollar (Ā$Ā or ĀdollarĀ). Most of the CompanyĀs expenses are incurred in dollars. Most of the CompanyĀs external financing is in dollars. The Company holds most of its cash and cash equivalents in dollars. Thus, the functional currency of the Company is the dollar. Since the dollar is the primary currency in the economic environment in which the Company operates, monetary accounts maintained in currencies other than the dollar are re-measured using the representative foreign exchange rate at the balance sheet date. Operational accounts and non-monetary balance sheet accounts are measured and recorded at the rate in effect at the date of transaction. The effects of foreign currency re-measurement are reported in current operations (as Āfinancial expenses - net) and have not been material to date. b. The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. Inter-company balances and transactions have been eliminated upon consolidation. c. Cash equivalents are short-term highly liquid investments which include short term bank deposit (up to three months from date of deposit), that are not restricted as to withdrawals or use that are readily convertible to cash with maturities of three months or less as of the date acquired. d. Property, plant and equipment are stated at cost, less accumulated depreciation. Assets are depreciated using the straight-line method over their estimated useful lives. Computers, software and electronic equipment are depreciated over three years. Tools and equipment are depreciated over five years. Furniture is depreciated over fourteen years. e. Investments in affiliated companies that are not controlled but over which the Company can exercise significant influence (generally, entities in which the Company holds approximately between 20% to 50% of the voting rights of the investee) are presented using the equity method of accounting. Profits on intercompany sales, not realized outside the Company, are eliminated. The Company discontinues applying the equity method when its investment (including advances and loans) is reduced to zero and the Company has not guaranteed obligations of the affiliate or otherwise committed to provide further financial support to the affiliate. Investments in preferred shares, which are not in substance common stock, are recorded on a cost basis according to ASC 323-10-15-13, ĀInvestments - Equity Method and Joint Ventures - In-substance Common StockĀ and ASC 323-10-40-1, "Investment -Equity Method and Joint Ventures - Investee Capital Transactions". A change in the CompanyĀs proportionate share of an investeeĀs equity, resulting from issuance of common or in-substance common shares by the investee to third parties, is recorded as a gain or loss in the consolidated income statements in accordance with ASC 323-10-40-1. Investments in non-marketable equity securities of entities in which the Company does not have control or the ability to exercise significant influence over their operation and financial policies, are recorded at cost (generally when the Company holds less than 20% of the voting rights). Management evaluates investments in affiliated companies, partnerships and other non-marketable equity securities for evidence of other-than-temporary declines in value. Such evaluation is dependent on the specific facts and circumstances. Accordingly, in determining whether other-than-temporary declines exist, management evaluates various indicators for other-than-temporary declines and evaluates financial information (e.g. budgets, business plans, financial statements, etc.). During 2015 and 2014, no material impairment was recognized. f. The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results may differ from those estimates g. Share-based payments to employees are measured at the fair value of the options issued and amortized over the vesting periods. Share-based payments to non-employees are measured at the fair value of the goods or services received or the fair value of the equity instruments issued if it is determined the fair value of the goods or services cannot be reliably measured, and are recorded at the date the goods or services are received. The amount recognized as an expense is adjusted to reflect the number of awards expected to vest. The offset to the recorded cost is to share-based payments reserve. Consideration received on the exercise of stock options is recorded as capital stock and the related share-based payments reserve is transferred to share capital. h. Net loss per share, basic and diluted, is computed on the basis of the net loss for the period divided by the weighted average number of common shares outstanding during the period. Diluted net loss per share is based upon the weighted average number of common shares and of common shares equivalents outstanding when dilutive. Common share equivalents include: (i) outstanding stock options under the CompanyĀs share incentive plan and warrants which are included under the treasury share method when dilutive, and (ii) common shares to be issued under the assumed conversion of the CompanyĀs outstanding convertible notes, which are included under the if-converted method when dilutive. The computation of diluted net loss per share for the years ended September 30, 2015, 2014, and 2013, does not include common share equivalents, since such inclusion would be anti-dilutive. i. Deferred taxes are determined utilizing the asset and liability method based on the estimated future tax effects of differences between the financial accounting and tax bases of assets and liabilities under the applicable tax laws. Deferred tax balances are computed using the tax rates expected to be in effect when those differences reverse. A valuation allowance in respect of deferred tax assets is provided if, based upon the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. The Company has provided a full valuation allowance with respect to its deferred tax assets. j. The Company has no component of comprehensive income loss other than net loss. k. The Company recognizes revenues from services rendered in accordance with ASC Topic 605-20 Revenue Recognition from Services. The Company records services to be supplied under contractual agreements as deferred revenue until such related services are provided. l. In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606), which supersedes the revenue recognition requirements in Accounting Standards Codification (ĀASCĀ) 605, Revenue Recognition. The new revenue recognition standard requires entities to recognize revenue in a way that depicts the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled to in exchange for those goods or services. In August 2015, the FASB issued Accounting Standards Update No. 2015-14, Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date, or ASU 2015-14. This amendment defers the effective date of the previously issued Accounting Standards Update ASU 2014-09, until the interim and annual reporting periods beginning after December 15, 2017. Earlier application is permitted for interim and annual reporting periods beginning after December 15, 2016. If the Company begins generating revenue prior to the effective date of ASU 2015-14, the Company will evaluate the effect that ASU 2014-09 will have on the results of operations and financial position. In August 2015, the FASB has issued Accounting Standards Update (ASU) No. 2015-15, Interest - Imputation of Interest (Subtopic 835-30): Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit Arrangements - Amendments to SEC Paragraphs Pursuant to Staff Announcement at June 18, 2015 EITF Meeting . This ASU adds SEC paragraphs pursuant to the SEC Staff Announcement at the June 18, 2015, Emerging Issues Task Force meeting about the presentation and subsequent measurement of debt issuance costs associated with line-of-credit arrangements. Given the absence of authoritative guidance within ASU 2015-03 for debt issuance costs related to line-of-credit arrangements, the SEC staff would not object to an entity deferring and presenting debt issuance costs as an asset and subsequently amortizing the deferred debt issuance costs ratably over the term of the line-of-credit arrangement, regardless of whether there are any outstanding borrowings on the line-of-credit arrangement. The Company does not expect this update will have a material impact on the presentation of the CompanyĀs consolidated financial position, results of operations and cash flows. In September 2015, the FASB issued ASU 2015-16, Business Combinations (Topic 805): Simplifying the Accounting for Measurement-Period Adjustments, which eliminates the requirement to retrospectively account for changes to provisional amounts initially recorded in a business acquisition opening balance sheet. Prior to the issuance of ASU 2015-16, an acquirer was required to restate prior period financial statements as of the acquisition date for adjustments to provisional amounts. This guidance is effective for fiscal years beginning after December 15, 2015, including interim periods within fiscal years. The Company is evaluating the effect, if any, this update will have on the CompanyĀs consolidated financial position, results of operations and cash flows. In November 2015, the FASB has issued Accounting Standards Update (ASU) No. 2015-17, Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes, which changes how deferred taxes are classified on organizationsĀ balance sheets. The ASU eliminates the current requirement for organizations to present deferred tax liabilities and assets as current and noncurrent in a classified balance sheet. Instead, organizations will be required to classify all deferred tax assets and liabilities as noncurrent. The amendments apply to all organizations that present a classified balance sheet. For public companies, the amendments are effective for financial statements issued for annual periods beginning after December 15, 2016, and interim periods within those annual periods. The Company does not expect this update will have a material impact on the presentation of the CompanyĀs consolidated financial position, results of operations and cash flows. |
DEBENTURES, NOTES AND LOANS
DEBENTURES, NOTES AND LOANS | 12 Months Ended |
Sep. 30, 2015 | |
Debt Disclosure [Abstract] | |
DEBENTURES, NOTES AND LOANS | NOTE 4 Ā DEBENTURES, NOTES AND LOANS Convertible Promissory Notes Between August 4, 2014 and September 30, 2014, the Company issued convertible promissory notes (the ĀNotesĀ) to accredited investors in an aggregate principal amount of $1,408,150 for an aggregate purchase price of $1,201,414, net of expenses incurred in connection of such notes. Between October 1, 2014 and January 20, 2015, the Company issued convertible promissory notes (the ĀNotesĀ) to accredited investors in an aggregate principal amount of $504,250 for an aggregate purchase price of $464,970, net of expenses incurred in connection of such notes. The Notes were generally mature one-year from the date of issuance and accrue interest at rates ranging from 8% to 18% per annum and in an event of default, the Notes bear interest at rates ranging from 12% to 24% per annum. The Notes may generally be converted into shares of the CompanyĀs common stock at conversion prices ranging from 37% to 45% discounts to lowest trade or closing prices during periods in proximity to the time of conversion subject to further discounts in the case of certain events of default. In accordance with ASC 470-20, the Company allocated to additional paid-in capital a portion of the proceeds of the notes equal to the intrinsic value of the beneficial conversion feature embedded in the debentures and recorded a corresponding discount on such debentures. The amounts allocated to additional paid-in capital were $1,040,919 and $482,485 as of September 30, 2014 and September 30, 2015, respectively. As of September 30, 2015 the notes were converted or repaid in full. During the year ended September 30, 2015, the Company recorded amortization expenses in the amounts of $1,523,404, in respect of the discounts recorded on the debentures. From February through September 2015, convertible promissory notes holders representing an aggregate principal amount of $1,480,716 converted their notes into 75,060,414 shares of the CompanyĀs common stock. The Notes include customary default provisions related to payment of principal and interest and bankruptcy or creditor assignment. In addition, it shall constitute an event of default under certain of the Notes if the Company is delinquent in its filings with the Securities and Exchange Commission, ceases to be quoted on the OTCQB, its common stock is not DWAC eligible or if it has to restate its financial statements in any material respect. In the event of an event of default the Notes may become immediately due and payable at premiums to the outstanding principal. The Notes also provide that if shares issuable upon conversion of the Notes are not timely delivered in accordance with the terms of the Notes then the Company shall be subject to certain cash or share penalties that increase proportionally to the duration of the delinquency up to certain maximums. The Company paid aggregate commissions of $7,500 to MD Global Partners, LLC and $46,000 to Carter Terry & Company (ĀCarter TerryĀ), registered broker-dealers, in connection with the issuance of some of Notes in the aggregate principal of up to $480,000. In addition, Carter Terry is entitled to receive 100,000 shares of the CompanyĀs common stock and a further amount of shares of the CompanyĀs common stock equal to 4% of capital raised by them divided by the closing price of the Company common stock on the date of close. On December 8, 2014 the Company issued 209,041 shares of the CompanyĀs common stock, see note 6 below. Loans On March 7, 2012, the Company entered into a loan agreement with Eli Weinberg, pursuant to which Mr. Weinberg loaned the Company $135,000. The full principal amount of the loan remains outstanding. Mr. Weinberg has the option to convert any or all of the principal amount of the loan to common stock of the Company. On March 15, 2015, the Company entered into a loan agreement with Ori Ackerman (the ĀAckerman Loan AgreementĀ), pursuant to which the Company agreed to borrow $220,000 and issue 3,000,000 shares to Ori Ackerman. The Company received $200,000 under the Ackerman Loan Agreement, as $20,000 was deducted from the original amount of the loan and considered payment of interest in advance. The loan bears no additional interest, and is payable in full within three business days of the date the Company receives revenue from any of its Charlotte, Rhode Island or Italian projects. The CompanyĀs obligations under the loan are personally guaranteed by Shlomi Palas, the CompanyĀs Chief Executive Officer. On March 25, 2015, the Company entered into a loan agreement with Valter Team, Ltd. (the ĀValter Team Loan AgreementĀ), pursuant to which the Company agreed to borrow $68,750 and issue 250,000 shares to Valter Team Ltd. The Company received $62,500 under the Valter Team Loan Agreement, as $6,250 was deducted from the original amount of the loan. This loan bears no interest and is payable in full on the earlier of the date the Company receives cash proceeds from any of its Charlotte, Rhode Island or Italian projects and December 25, 2015. The CompanyĀs obligations under the loan are personally guaranteed by Shlomi Palas, the CompanyĀs Chief Executive Officer. As of September 30, 2015, the Company repaid the loan in full and issued the 250,000 shares. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Sep. 30, 2015 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS: | NOTE 5 Ā RELATED PARTY TRANSACTIONS On July 25, 2011, the Company, JLS and Roy Amitzur entered into a Management Services Agreement according to which JLS, and Mr. Amitzur are engaged to provide management services to the Company devoting at least 75% of this time to the Company, with Mr. Amitzur serving as Executive Vice President. The term of the agreement was originally for two years and in July 2013, was extended for a further eight months. Since the agreement expired in May 2014, Mr. AmitzurĀs agreement was further extended on the same terms on an oral basis. For services rendered under the agreement, JLS is entitled to a monthly fee of US$10,000 + VAT subject to the Company raising an aggregate amount of at least $450,000. Subsequently, such fee increases to a monthly fee of $15,000 + VAT after the Company raises an aggregate equity investment of $2,000,000. Notwithstanding the raise of more than an aggregate of $2,000,000, payment of Mr. Amitzur monthly fee of US $10,000 + VAT has continued to-date. In addition, the Company issued to JLS 110,620 shares of common stock vesting in equal amounts quarterly over 24 months, all of which have fully vested. JLS and Mr. Amitzur are entitled to participate on similar terms as the other executives of the Company in bonus plans or incentive compensation plans for its employees. On February 29, 2012, the Company entered into an employment agreement with Mr. Palas to serve as the CompanyĀs Chief Executive Officer for an indefinite term. This agreement was intended to extend the term of a previously entered into employment agreement with Mr. Palas whose term was expiring. Under the agreement, Mr. Palas receives monthly remuneration at a gross rate of USD$15,000 + VAT. Mr. Palas will be entitled to participate in any bonus plan or incentive compensation plan for its employees adopted by the Company. On November 5, 2012, the Board of Directors of the Company approved the issuance of 53,098 shares of the Company to its Chief Executive officer, 44,248 shares to the Chairman of the Board, 44,248 shares to the Executive Vice-President and 35,399 shares to the Chief Carbon Officer and general counsel of the Company. On March 18, 2013, the Board of Directors of the Company approved the issuance of 53,098 shares of the Company to its Chief Executive Officer, 44,248 shares to the Chairman of the Board, 44,248 shares to the Executive Vice-President and 35,399 shares to the Chief Carbon Officer and general counsel of the Company. On April 30, 2013, the Board of Directors of the Company approved the issuance of 230,089 shares of the Company and options to purchase 230,089 shares of common stock to its Chief Executive Officer, 203,540 shares and options to purchase 203,540 shares of common stock to the Chairman of the Board, 168,142 shares and options to purchase 168,142 shares of common stock to the Executive Vice-President and 88,496 shares and options to purchase 88,496 shares of common stock to both the Chief Carbon Officer and general counsel of the Company and for the CTO of Company. The shares and options will vest over a two year period with 1/8 of the total amount of the shares and options vesting at the end of each quarter from the date of the grant. On June 19, 2013 the Board of Directors of the Company approved the issuance of 53,098 shares of the Company to its Chief Executive officer, 44,248 shares to the Chairman of the Board, 44,248 shares to the Executive Vice-President and 35,399 shares to the Chief Carbon Officer and general counsel of the Company. On January 26, 2014, the Company signed a subscription agreement with Talya Levy-Tytiun (ĀTalyaĀ) pursuant to which Talya agreed to invest an aggregate of $400,000 into the Company for the sale of 1,739,130 shares of common stock. The Company was obligated to issue Talya additional shares of the Company, if, six months from the date of the agreement her ownership in the Company would be reduced below 12.3%. In addition, the Company guaranteed that if on the first anniversary of the agreement, the share price of the Company common stock was 0.23$ per share or less, the Company shall transfer Talya such amount necessary to make Talya whole and reimburse her for any loss due to her investment. On September 17, 2014 the Company issued Talya 2,866,194, shares of common stock as a reimbursement under the above agreement. On December 13, 2013 the Board of Directors of the Company approved the issuance of 424,779 shares of the Company to its Chief Executive Officer, 353,982 shares to the Chairman of the Board, 353,982 shares to the Executive Vice-President and 283,186 shares to the Chief Carbon Officer and general counsel of the Company. Such shares were issued at January 9, 2014. On March 10, 2014 the Board of Directors of the Company approved the issuance of 250,000 shares of the Company to its Chief Executive Officer, 220,000 shares to the Chairman of the Board, 200,000 shares to the Executive Vice-President and 180,000 shares to the Chief Carbon Officer and general counsel of the Company. On May 27, 2014 the Company appointed Mr. Yigal Brosh as a member of the Board of Directors of the Company. Mr. Brosh was granted 200,000 options to purchase shares of common stock of the Company at an exercise price of $0.01 per share. The Options vets over a period of two years with a pro-rata portion vesting each three month period. On February 24, 2015, the Board of Directors approved a grant of up to 1,450,000 shares of common stock to certain of its directors under the 2010 Plan. In addition, on February 24, 2015 the Company granted under its 2014 Option Plan 7,450,000 shares of common stock and to 1,775,000 options to purchase shares of common stock to certain of its directors. The shares will vest on a quarterly basis over a two-year period, and the options will vest on a quarterly basis over a two-year period with an exercise price of $0.14 per share. |
COMMON SHARES
COMMON SHARES | 12 Months Ended |
Sep. 30, 2015 | |
Stockholders' Equity Note [Abstract] | |
COMMON SHARES | NOTE 6 Ā COMMON SHARES: On October 25, 2012 the Company entered into a Subscription Agreement with a non-US investor for the sale of 88,496 shares of common stock for an aggregated amount of $20,000. On October 25, 2012 the Company entered into an agreement with a non-US investor to sell 380,531 shares of common stock for an aggregated amount of $50,000. On November 5, 2012 the Company entered into an agreement with a non-US investor to sell 265,487 shares of common stock at December 25, 2012 for an aggregated amount of $70,000. On November 5, 2012 the Board of Directors of the Company approved the issuance of 53,098 shares of the Company to its Chief Executive officer, 44,248 shares to the Chairman of the Board, 44,248 shares to the Executive Vice-President and 35,399 shares to the Chief Carbon Officer and general counsel of the Company. On November 20, 2012, the Company agreed to issue 331,859 shares of the Company. Such shares have been issued on January 11, 2013 and were valued based on the share price of the Company to be $101 thousands. On December 20 2012, the Company entered into an agreement with a non-US investor to sell 309,735 shares of common stock at a price of $0.32286 per share for $100,000 and to purchase another 154,868 shares of common stock for $50,000 in January 2013 and another 154,868 shares of common stock for $50,000 in February 2013. Additionally, the Company was (i) obligated to issue such investor 88,496 shares of common stock in February 2013 at no additional cost and (ii) issue to such investor an option to purchase 66,372 shares of common stock for one year for 2.26 per share and to purchase 66,372 shares of common stock for two years at a price per share of $4.52. The Company has estimated the aggregate fair value of such options granted using the Black-Scholes option pricing to be approximately $76,000. On January 3, 2013, the Company signed a consulting agreement with Emerging Market Consulting, LLC (the ĀEMCĀ). According to the agreement, EMC would assist the Company with the design, development and dissemination of corporate information for a period of three month with an option to extend the agreement for an additional nine months. The Company paid EMC $11,000 and issued 39,824 restricted shares of the Company common stock, for the first period. The Company evaluated the cost of such issuance based on the share price of the Company to be $11 thousand. The Company elected not to renew the agreement and the agreement expired on April 3, 2013. On February 2, 2013 the Company issued 451,328 shares of common stock to an investor for an aggregate amount of $50,000. On February 19, 2013, the Company signed a subscription agreement with a non-US investor pursuant to which such investor agreed to invest an aggregate of $75,000 into the Company in three installments: (i) $25,000 on March 10, 2013, (ii) $25,000 on April 10, 2013 and (iii) $25,000 on May 10, 2013. For each $25,000 invested, the Company was obligated to issue 88,496 shares of common stock to the investor. As of September 30, 2013 the investor transferred to the Company all three installments and the Company issued to the investor 265,487 shares. In addition, the non-US investor invested an additional $25,000 for an additional 88,496 shares of common stock of the Company. On February 20, 2013, the Company signed a subscription agreement with a non-US investor pursuant to which such investor agreed to invest an aggregate of $50,000 into the Company in three installments: (i) $16,600 on March 10, 2013, (ii) $16,600 on April 10, 2013 and (iii) $16,700 on May 10, 2013. Upon receipt of each installment, the Company was obligated to issue 146,903 shares of common stock to the investor. As of September 30, 2013, the Company received all three installments totaling $50,000 and issued 440,708 shares. Additionally, on May 23, 2013 the Company issued 35,399 shares of the Company for $4,000 to the non-US investor under the same terms of the agreement above. On March 18, 2013 the Board of Directors of the Company approved the issuance of 53,098 shares of the Company to its Chief Executive Officer, 44,248 shares to the Chairman of the Board, 44,248 shares to the Executive Vice-President and 35,399 shares to the Chief Carbon Officer and general counsel of the Company. On April 30, 2013 the Board of Directors of the Company approved the issuance of 230,089 shares of the Company and 203,089 options to its Chief Executive officer, 203,540 shares and 203,540 options to the Chairman of the Board, 168,142 shares and 168,142 options to the Executive Vice-President and 88,496 shares and 88,496 options to both the Chief Carbon Officer and general counsel of the Company and for the CTO of Company. The shares and options will vest over a two year period with 1/8 of the total amount of the shares and options vesting at the end of each quarter from the date of the grant. In May and July 2013, the Company issued 495,576 shares of common stock to an investor for an aggregate amount of $49,315. On June 19, 2013 the Board of Directors of the Company approved the issuance of 53,098 shares of the Company to its Chief Executive officer, 44,248 shares to the Chairman of the Board, 44,248 shares to the Executive Vice-President and 35,399 shares to the Chief Carbon Officer and general counsel of the Company. On June 19, 2013 the Company entered into an agreement with a third party. In exchange for his services the Company issued the third party 176,992 shares of common stock of the Company. On June 23, 2013, the Company signed an additional agreement with the third party according to which the Company issued additional 156,611 shares of common stock of the Company. On June 19, 2013 the Company entered into an agreement with a non-US investor to sell 132,744 shares of common stock for an aggregate amount of $50,000. On June 19, 2013 the Company entered into an agreement with a non-US investor to sell 53,634 shares of common stock for an aggregate amount of $20,000. On June 26, 2013 the Company entered into an agreement with a non-US investor to sell 53,098 shares of common stock for an aggregate amount of $20,000. On June 26, 2013 the Company signed a Capital Markets Advisory Consulting Agreement with Incline Partners, LLC (ĀInclineĀ). According to the agreement, Incline agreed to provide the Company with capital market advisory and monthly distribution of articles and media for a period between June 15, 2013 through August 15, 2013. In consideration for the above services, the Company paid Incline a cash payment of $28,000 and issued 88,496 restricted shares of the Company common stock. On July 22, 2013 the Company entered into an agreement with a non-US investor to sell 268,169 shares of common stock for an aggregate amount of $100,000. On September 3, 2013 the Company entered into an agreement with a non-US investor to sell 268,169 shares of common stock for an aggregate amount of $100,000. On October 13, 2013 a non-US investor converted $87,000 principal loan for 384,956 shares of the CompanyĀs common stock. On October 13, 2013, a non-US investor converted $37,000 principal loan for 163,717 shares of the CompanyĀs common stock. During October 2013, holders of $47,878 of principal amount of Asher convertible notes converted their notes into 402,276 shares of the CompanyĀs common stock. On October 8, 2013, the Company issued 88,496 shares of common stock for consulting services. On November 5, 2013, the CompanyĀs subsidiary, Eastern Sphere, Ltd., entered into an agreement with an investor providing for the issuance of 491,642 shares of the CompanyĀs common stock in consideration for $100,000. On November 14, 2013, the CompanyĀs subsidiary, Eastern Sphere, Ltd., entered into an agreement with an investor providing for the issuance of 146,016 shares of the CompanyĀs common stock in consideration for $29,107. On December 4, 2013, the Company entered into an agreement with an investor that agreed to provide collateral in the amount of $480,000 (Ā353,200) to enable the Company to receive a letter of credit in respect of the CompanyĀs North Carolina project. In consideration for providing the collateral, the investor shall be entitled to a 4% ownership stake in the North Carolina project companies and was issued 44,248 shares of the CompanyĀs common stock. Mr. Shlomi Palas personally guaranteed the CompanyĀs obligations under the agreement with the investor. In addition, in accordance with the agreement, the Company issued to the investor a convertible note due on March 4, 2014 in the principal amount of $480,000 (Ā353,200) bearing interest at 1% per month, payable on a monthly basis. On or after March 4, 2014, any outstanding and unpaid principal under the convertible note is convertible into the CompanyĀs shares of common stock based on the then applicable market price of the CompanyĀs shares. The Company and the investor have verbally agreed to extend the maturity of such convertible note indefinitely and, in the meantime, the Company continues to make 1% interest payments on a monthly basis. On December 13, 2013 the Board of Directors of the Company approved the issuance of 424,779 shares of the Company to its Chief Executive Officer, 353,982 shares to the Chairman of the Board, 353,982 shares to the Executive Vice-President and 283,186 shares to the Chief Carbon Officer and general counsel of the Company. Such shares were issued at January 9, 2014. On December 15, 2013, the Company agreed to issue 600,000 shares of common stock to a consultant providing investor relation services. The shares are to be issued in three tranches of 200,000 each, the first within 10 days of entering into the agreement, the second on the four month anniversary of the agreement and the final on the eight month anniversary of the agreement. The first tranche of 200,000 shares was issued on January 9, 2014. During October 2014, the Company terminated the investor relation service agreement. On January 9, 2014, the Company issued 265,486 shares of common stock to an investor for $25,000 in cash. On January 9, 2014, the Company issued 345,132 shares of common stock for consulting services. The Company has estimated the fair value of such shares and recorded an expense of $89,734. On January 9, 2014, the Company issued 17,700 shares of common stock for consulting services. The Company has estimated the fair value of such shares and recorded an expense of $4,602. On January 26, 2014, the Company signed a subscription agreement with Talya Levy-Tytiun (ĀTalyaĀ) pursuant to which Talya agreed to invest an aggregate of $400,000 into the Company for the sale of 1,739,130 shares of common stock. The Company was obligated to issue Talya additional shares of the Company, if, six months from the date of the agreement her ownership in the Company would be reduced below 12.3%. In addition, the Company guaranteed that if on the first anniversary of the agreement, the share price of the Company common stock was 0.23$ per share or less, the Company shall transfer Talya such amount necessary to make Talya whole and reimburse her for any loss due to her investment. On September 17, 2014 the Company issued Talya 2,866,194, shares of common stock as a reimbursement under the above agreement. On February 7, 2014, the Company issued an aggregate of 1,200,000 shares of its common stock to CTW Ā Changing the World Technologies, Ltd. (ĀCTWĀ) in exchange for (i) an investment of $77,000 (for which CTW received 385,000 shares of common stock) and (ii) the provision of financial engineering services (for which CTW received 815,000 shares of common stock). On March 5, 2014 Eastern Institutional Funding, LLC purchased $68,750 of the CompanyĀs 20% notes due one year from such date that are convertible into shares of the CompanyĀs common stock at a discount of 50% from the lowest trade price over the last 20 days from the date of conversion. On March 21, 2014, Capitoline Ventures II, LLC purchased $68,750 of the CompanyĀs 20% notes due one year from such date that are convertible into shares of the CompanyĀs common stock at a discount of 50% from the lowest trade price over the last 20 days from the date of conversion. As of June 30, 2014, the Company issued 5,114,073 shares of common stock in respect of the above notes and the remaining 1,320,000 shares were issued on July 2014. On March 10, 2014 the Board of Directors of the Company approved the issuance of 250,000 shares of the Company to its Chief Executive Officer, 220,000 shares to the Chairman of the Board, 200,000 shares to the Executive Vice-President and 180,000 shares to the Chief Carbon Officer and general counsel of the Company. On April 22, 2014 the Company signed a Consulting Services Agreement with a non-US person pursuant to which, the Company agreed to issue 4,000,000 shares of its common stock in exchange for consulting services to include, but not be limited to, advice on investor relations, public relations, transaction structuring, ongoing introductions to investors and strategic initiatives. The agreement is effective for one year commencing September 1, 2013. During the third quarter of 2014, the Company issued 3,350,000 shares of common stock in the Company. The Company has estimated the fair value of such shares and recorded an expense of $612,700. During the third quarter of 2014, the Company signed several investment agreements according to which the Company issued 880,000 shares of common stock the Company for total consideration of $109,721 in cash. In addition, the investors received options to purchase 822,500 shares of common stock of the Company for an exercise price of 0.10 cent per share. During the third quarter of 2014, the Company signed several investment agreements according to which the Company issued 759,041 shares of common stock the Company for total consideration of $77,127 in cash. In addition, the investors received options to purchase 759,041 shares of common stock of the Company for an exercise price of 0.10 cent per share and 759,041 shares of common stock of the Company for an exercise price of 0.13 cent per share. During the third quarter of 2014, the Company signed several investment agreements according to which the Company issued 352,805 shares of common stock the Company for total consideration of $98,784 in cash. In addition, the investors received options to purchase 352,805 shares of common stock of the Company for an exercise price of 0.60 cent per share. On May 1, 2014, the Company signed a consulting agreement with an investor according to which the company shall issue 2,819,000 shares of common stock of the Company and warrants to purchase 1,193,000 shares of common stock of the Company at an exercise price of $0.10 for one year commencing May 1, 2014. On September 22, 2014 the Company issued the consultant, 2,484,000 shares of common stock of the Company under the above agreement. In addition, on September 22, 2014 the Company issued 963,000 shares of common stock the Company to the consultant, for total cash consideration of $52,708. In addition, on May 1, 2014 the Company signed an agreement with the consultant according to which the consultant would provide investor relations services for a period of 12 months. Based on the agreement the Company issued the consultant 300,000 shares of the Company and 1,500,000 options to purchase shares of the Company at an exercise price of 0.10 cent per share. The options expire after 5 years. In addition, the Company agreed to issue 500,000 additional shares upon fulfillment of other conditions set in the agreement. The Company evaluated the fair value of the 300,000 shares and 1,500,000 options issued at $90,000 and $151,434, respectively. On May 2, 2014 the Company signed an agreement with a consultant according to which the consultant would provide investor relations services for a period of 12 months. Based on the agreement the Company issued the consultant 211,084 shares of the Company. The Company evaluated the fair value of the 211,084 shares and recorded an expense of $41,518. On May 25, 2014 the Company signed an agreement with a consultant according to which the consultant would provide investor relations services for a period of 6 months. Based on the agreement the Company issued the consultant 350,000 shares of the Company and 350,000 warrants to purchase shares of the Company at an exercise price of 0.20 cent per share. The options expire after 6 month. In addition, the Company agreed to issue 150,000 additional shares after 6 month from the date of the agreement and additional 150,000 shares for $0.20 per share, and pay the consultant NIS 18,000 per month during the agreement term. The Company evaluated the fair value of the 300,000 shares at $54,600. In addition the company recorded an expense related to the warrants issued of $28,310. On June 1, 2014 the Company signed an investment agreement with a third party according to which the Company issued 179,856 shares of common stock the Company for total consideration of $28,874 in cash. In addition, the investor received options to purchase 179,856 shares of common stock of the Company for an exercise price of 0.25 cent per share. During the third quarter of 2014, the Company signed several investment agreements according to which the Company issued 199,039 shares of common stock the Company for total consideration of $19,904 in cash. In addition, the investors received options to purchase 199,039 shares of common stock of the Company for an exercise price of 0.13 cent per share and 199,039 shares of common stock of the Company for an exercise price of 0.16 cent per share. On June 18, 2014 the Company signed an advisory board agreement with an accredited investor according to which the investor will serve on the CompanyĀs advisory board for a period of one year from the date of the agreement unless otherwise extended by the parties. For his services, the advisor is entitled to 150,000 shares of the CompanyĀs common stock of which75,000 vest on the date of the agreement and the remaining amount in three quarterly 25,000 shares, beginning 90 days from the date of the agreement. In addition the advisor is entitled to receive 150,000 warrants of the CompanyĀs common stock. The warrants vest in 4 equal amounts over a period of twelve (12) months, the initial amount vesting on the agreement date. The warrants will allow the director to purchase the common stock of the Company for a period of 3 years from the agreement date. The warrants shall be exercisable in the following amounts: 1/3 at $0.30 a share, 1/3 at $0.40 a share, and 1/3 at $0.50 a share. In the event the advisor ceases to be a member of Board at any time during the vesting period for any reason, then any unvested warrants or unvested shares shall be irrefutably forfeited. On July 10, 2014 the Company issued 75,000 shares on account of such agreement. The Company evaluated the fair value of the shares and warrants and recorded an expense of $52,800. At April and June 2014 the Company signed three agreements with a non-US investor who provided the Company with several loans amounted to $78,400, according to which the investor converted his balance of loans into 800,892 shares of common stock of the Company. In addition, the Company issued the non-US investor invested 380,435 shares of common stock of the Company for total cash consideration of $69,000. On July 3, 2014 the Company issued 1,250,000 shares of common stock the Company to an investor for total cash consideration of $75,000. On July 29, 2014 the Company issued 144,054 shares of common stock the Company to an investor for total cash consideration of $34,522. In addition, the investor received options to purchase 144,054 shares of common stock of the Company for an exercise price of 0.10 cent per share. During April 2015 the investor exercised his option and the Company issued additional 144,054 shares. During April 2015, a non-US investor exercised his warrants to purchase shares of common stock of the Company for total consideration of $48,549. On May 27, 2015 the Company issued consultant 180,000 shares of common stock of the Company in respect of his 2014 consulting agreement with the Company. The Company has estimated the fair value of such shares and recorded an expense of $7,560. During July 2014, the Company issued a non-US investor 190,000 shares of common stock pursuant to a convertible loan agreement dated June 2013. During July and August 2014, the Company issued a non-US investor 3,969,133 shares of common stock of the Company, of which 650,000 were issued pursuant to the April 22, 2014 Consulting Services Agreement signed with the non-US person and the remaining were issued pursuant to the August 21, 2014 consulting agreement. The Company has estimated the fair value of such shares and recorded an expense of $970,573. On July 10, 2014 a loan in the amount of $24 thousand amount was converted into 115,000 shares of the Company. In addition, the Company granted the investor additional 75,000 shares for granting the loan. During July through September, 2014 the Company issued a consultant, 2,177,000 shares of common stock of the Company under his September 10, 2013 and April 22, 2014 consulting agreements. The Company has estimated the fair value of such shares and recorded an expense of $481,810. On September 21, 2014, the Company issued 280,592 shares of common stock of the Company for total cash consideration of $59,000. On September 21, 2014 the Company issued 48,183 shares of common stock the Company for total cash consideration of $11,557. In addition, the investor received options to purchase 48,183 shares of common stock of the Company for an exercise price of 0.32 cent per share. On October 28, 2014 the Company issued 335,000 shares of the CompanyĀs common stock, in connection with the May 1, 2014 service agreement. During October, 2014, Asher converted $42,500 principal amount out of the April 11, 2014 notes for 471,967 shares of the CompanyĀs common stock. On December 8, 2014 the Company issued 209,041 shares of the CompanyĀs common stock to Carter Terry, in connection with the issuance of as detailed in note 4 above. On October 3, 2014 the Company signed a consulting agreement with a non-US citizen according to which the consultant would provide investor relation and public relations services for a period of one year. The Company agreed to grant the consultant 2,000,000 shares of the Company and additional 500,000 options to purchase Company's shares at an exercise price of $0.001 per shares. Such shares were issued on March 19, 2015. In addition, on the same date the Company issued the consultant 500,000 shares of the Company for the exercised of the options granted. The Company has estimated the fair value of such shares and options, and recorded an expense of $216,828. On January 5, 2015 the Company signed a consulting agreement with Dr. Borenstein Ltd according to which the company issued the consultant 1,000,000 options to purchase 1,000,000 shares of common stock of the Company at an exercise price of $0.001 for one year commencing the date of the agreement. The Consultant exercised such options at May 27, 2015. The Company has estimated the fair value of such options, and recorded an expense of $158,024. On February 28, 2015 and March 19, 2015 the Company issued 6,114,867 shares of the Company the consultant in respect of his September 2014 consulting investor relation and public relations services agreement with the Company. The Company has estimated the fair value of such shares, and recorded an expense of $738,353. On March 12, 2015 the Company issued 109,039 shares of the Company for an investor pursuant to the exercise of his options granted at May 2014. The Company has estimated the fair value of such shares, and recorded an expense of $14,103. In May and June 2015, the Company issued 3,765,000 shares of the Company to a consultant in respect of his investor relations and public relations services pursuant to a consulting agreement with the Company. The Company has estimated the fair value of such shares, and recorded an expense of $150,118. In May 2015, the Company issued 3,250,000 shares of the Company to a consultant in respect of his investor relations and public relations services pursuant to a consulting agreement with the Company. The Company has estimated the fair value of such shares, and recorded an expense of $136,500. On June 15, 2015 the Company issued consultant 1,500,000 shares of common stock of the Company in mutual agreement for termination of his June 2014 consulting agreement. The Company has estimated the fair value of such shares, and recorded an expense of $34,500. From July through September 2015, the Company issued 8,035,000 shares of common stock to a consultant in respect of his investor relations and public relations services consulting agreement with the Company. The Company has estimated the fair value of such shares, and recorded an expense of $198,614. In August 2015, the Company issued 3,474,405 shares of the Company to Maxim Group LLC in respect of its financial advisor and investment banker agreement with the Company. The shares have been valued at $34,397. In August 2015, the Company issued 1,128,237 shares of the Company to a non-U.S. person in respect of its financial advisor and investment banker settlement agreement with the Company. The Company has estimated the fair value of such shares, and recorded an expense of $13,088. On April 13, 2015, the Company entered into a subscription agreement with a non-U.S. person pursuant to which the Company issued 416,667 shares of common stock in exchange for $25,000. On April 15, 2015, the Company entered into a Subscription Agreement with Dr. Borenstein Ltd. (the ĀApril Borenstein Subscription AgreementĀ) pursuant to which the Company agreed to sell 1,630,000 shares of common stock of the Company for the aggregate purchase price of $48,000. Such shares have been issued after the balance sheet date. On June 12, 2015, the Company entered into a Subscription Agreement with Dr. Borenstein Ltd. (the ĀJune Borenstein Subscription AgreementĀ) pursuant to which the Company agreed to sell 8,484,848 shares of common stock of the Company for the aggregate purchase price of $140,000. Such shares have been issued after the balance sheet date. On July 1, 2015, the Company entered into a subscription agreement with a non-U.S. person pursuant to which the Company issued 2,000,000 shares of common stock in exchange for $32,000. On July 6, 2015, the Company entered into a subscription agreement with several non-U.S. entity pursuant to which the Company issued 2,428,571 shares of common stock in exchange for $51,000. On July 17, 2015, the Company entered into a subscription agreement with several non-U.S. personnel pursuant to which the Company issued 2,318,183 shares of common stock in exchange for $39,394. From February through August 2015, convertible promissory notes holders representing an aggregate principal amount of $1,480,716 converted their notes into 75,060,414 shares of the CompanyĀs common stock. Share Repurchase Program On June 17, 2015, the CompanyĀs Board of Directors approved a share repurchase program (the ĀShare Repurchase ProgramĀ). Under the Share Repurchase Program, the Company is authorized to repurchase up to $500,000 worth of its common stock, which, based on the value of the CompanyĀs common stock on September 30, 2015, equates to approximately 16,666,667 shares of common stock. However, the total number of shares could differ based on the ultimate price per share paid by the Company. Further, the CompanyĀs shares of common stock may be purchased on the open market or through privately negotiated transactions from time-to-time and in accordance with applicable laws, rules and regulations. The Company is not obligated to make any purchases, including at any specific time or in any particular situation. The program may be limited or terminated at any time without prior notice. As of September 30, 2015, the Company had not repurchased any shares under the Share Repurchase Program. On June 23, 2015, the Company repurchased 144,054 shares from a shareholder for $28,328 as part of a settlement with such shareholder. This repurchase was not pursuant to the Share Repurchase Program. Reverse stock split On November 26, 2013, the Company amended and restated its Articles of Incorporation to authorize the issuance of 500,000,000 shares of preferred stock, $0.001 par value, in one or more series and with such rights, preferences and privileges as its Board of Directors may determine and to effect a 1 for 113 reverse stock split of the CompanyĀs outstanding common stock. In addition, the Amended and Restated Articles of Incorporation provide, among other things, for indemnification and limitations to the liability of the CompanyĀs officers and directors. As a result of the reverse stock split, which became effective on December 4, 2013, every 113 shares of the CompanyĀs outstanding common stock prior to the effect of that amendment was combined and reclassified into one share of the CompanyĀs common stock, and the number of outstanding shares of the CompanyĀs common stock was reduced from 1,292,103,309 to 11,434,611 shares. All share, stock option and per share information in these consolidated financial statements have been adjusted to reflect the stock split on a retroactive basis. |
STOCK OPTIONS
STOCK OPTIONS | 12 Months Ended |
Sep. 30, 2015 | |
Stock Options | |
STOCK OPTIONS: | NOTE 7 Ā STOCK OPTIONS: The 2010 share option plan was established on March 3, 2010. On February 24, 2015, the CompanyĀs Board of Directors approved and adopted the Global Share and Options Incentive Enhancement Plan (2014) (the Ā2014 PlanĀ), pursuant to which the Company may award shares of its common stock, options to purchase shares of its common stock and other equity-based awards to eligible participants. The 2014 Plan replaced the CompanyĀs Global Share Incentive Plan (2010) (the Ā2010 PlanĀ). Subject to the terms and conditions of the 2014 Plan, the Board of Directors has full authority in its discretion, from time to time and at any time, to determine (i) eligible participants in the 2014 Plan, (ii) the number of options or shares to be covered by an award, (iii) the time or times at which an award shall be granted, (iv) the vesting schedule and other terms and conditions of an award, (v) the form(s) of written agreements applicable to an award, and (vi) any other matter which is necessary or desirable for, or incidental to, the administration of the 2014 Plan and the granting of awards thereunder. The 2014 Plan permits the grant of up to 13,100,000 shares of common stock and up to 3,175,000 options to purchase shares of common stock to certain of its managers, directors and key employees. The shares will vest on a quarterly basis over a two-year period, and the options will vest on a quarterly basis over a two-year period with an exercise price of $0.14 per share. Prior to approving the 2014 Plan, on February 24, 2015, the Board of Directors approved a grant of up to 2,575,000 shares of common stock to certain of its managers, directors and key employees under the 2010 Plan, of which 1,875,000 shares were issued as of September 30, 2015. The following table presents the CompanyĀs stock option activity for employees and directors of the Company for the years ended September 30, 2013 through 2015: Number of Weighted Average Exercise Price Outstanding at September 30, 2012 778,761 0.5763 Granted Ā Ā Exercised Ā Ā Forfeited or expired Ā Ā Outstanding at September 30, 2013 778,761 0.5763 Granted 350,000 0.1770 Exercised Ā Ā Forfeited or expired Ā Ā Outstanding at September 30,2014 1,128,761 0.4530 Granted 3,175,000 0.1400 Exercised Ā Ā Forfeited or expired Ā Ā Outstanding at September 30,2015 4,303,761 0.2220 Number of options exercisable at September 30, 2015 1,847,511 0.3362 Number of options exercisable at September 30, 2014 684,071 0.5363 The fair value of the stock options granted in 2013 was estimated using the Black-Scholes option valuation model that used the following assumptions: % Dividend yield 0 Risk-free interest rate 0.32 % Expected term (years) 5 Volatility 390 % The fair value of the options granted above using the Black-Scholes model is $0.565 per option. The fair value of the stock options granted in 2014 was estimated using the Black-Scholes option valuation model that used the following assumptions: % Dividend yield 0 Risk-free interest rate 0.88 % Expected term (years) 3 Volatility 123%-157 % The fair value of the options granted above using the Black-Scholes model is between $0.190 to $0.214 per option. The fair value of the stock options granted in 2015 was estimated using the Black-Scholes option valuation model that used the following assumptions: % Dividend yield 0 Risk-free interest rate 1.47 % Expected term (years) 5 Volatility 147 % The fair value of the options granted above using the Black-Scholes model is $0.111 per option. Costs incurred in respect of stock based compensation for employees and directors, for the year ended September 30, 2015, 2014 and 2013 were $231, $1,711 and $203 thousands respectively. The following table summarizes information about options and warrants to employees, officers and directors outstanding at September 30, 2015 under the plans: Options and Warrants Outstanding Vested and Exercisable Exercise Price Number of Option Weighted Average Remaining Contractual Life (Years) Number of Option weighted Average Exercise Price 0.01 200,000 1.65 125,000 0.01 0.14 3,175,000 4.41 793,750 0.14 0.3 50,000 1.72 50,000 0.30 0.4 50,000 1.72 50,000 0.40 0.5 50,000 1.72 50,000 0.50 0.5763 778,761 2.58 778,761 0.5763 4,303,761 3.78 1,847,511 0.3362 As of September 30, 2015 the aggregated intrinsic value for the options vested and exercisable was $2.5 thousands with a weighted average remaining contractual life of 1.65 years. The unrecognized compensation expense calculated under the fair value method for the stock options expected to vest as of September 30, 2015 is $249,962 and is expected to be recognized over a weighted average period of 1.5 years. The weighted average grant date fair value of the options granted in 2015, 2014 and 2013 was $0.111, $0.192, $0.565 respectively. |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Sep. 30, 2015 | |
Income Taxes | |
INCOME TAXES: | NOTE 8 Ā INCOME TAXES: US resident companies are taxed on their worldwide income for corporate income tax purposes at a statutory rate of 35%. No further taxes are payable on this profit unless that profit is distributed. If certain conditions are met, income derived from foreign subsidiaries is tax exempt in the US under applicable tax treaties to avoid double taxation. Taxable income of Israeli companies is subject to tax at the rate of 25% in 2013, 26.5% in the year 2014 and 25% in the year 2015 and onwards. The Company accounts for income taxes using the liability method, which requires the determination of deferred tax assets and liabilities based on the differences between the financial and tax bases of assets and liabilities using enacted tax rates in effect for the year in which differences are expected to reverse. Deferred tax assets are adjusted by a valuation allowance, if, based on the weight of available evidence, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred income taxes reflect the net effects of temporary differences between the amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. The breakdown of the deferred tax asset as of September 30 2015, 2014 and 2013 is as follows: 2015 2014 2013 U.S. dollars in thousands Deferred tax assets: Net operating loss carry-forward $ 6,331 $ 3,267 $ 2,502 Valuation allowance (6,331 ) (3,267 ) (2,502 ) $ 0 $ 0 $ 0 A valuation allowance is provided when it is more likely than not that some portion of the deferred tax asset will not be realized. Management has determined, based on its recurring net losses, lack of a commercially viable product and limitations under current tax rules, that a full valuation allowance is appropriate. U.S. dollars in thousands Valuation allowance, September 30, 2014 $ 3,267 Increase 3,064 Valuation allowance, September 30, 2015 $ 6,331 Carry forward losses of the Company are approximately $14,130 thousand at September 30, 2015 and available throughout 2035. Carry forward losses of the Israeli subsidiary are approximately $3,138 thousand at September 30, 2015 and have no expiration date. Reconciliation between the theoretical tax expense, assuming all income is taxed at the statutory tax rate applicable to income of the Company and the actual tax expense as reported in the Statement of Operations, is as follows: Year ended December 31, 2015 2014 2013 Loss before taxes, as reported in the consolidated statements of operations $ 7,462 $ 7,376 $ 1,970 Federal statutory rate 35 % 35 % 35 % Theoretical tax benefit on the above amount at federal statutory tax rate 2,612 2,582 690 Losses and other items for which a valuation allowance Was provided or benefit from loss carry forward (2,612 ) (2,582 ) (690 ) Actual tax expense Ā Ā Ā |
NET LOSS PER SHARE DATA
NET LOSS PER SHARE DATA | 12 Months Ended |
Sep. 30, 2015 | |
Net Loss Per Share Data | |
NET LOSS PER SHARE DATA | NOTE 9 Ā NET LOSS PER SHARE DATA: The shares issuable upon the exercise of options, and conversion of convertible notes and warrants, which have been excluded from the diluted per share amounts because their effect would have been anti-dilutive, include the following: September 30, 2015 September 30, 2014 September 30, 2013 Options: weighted average number 1,847,511 684,071 194,690 weighted average exercise price $ 0.3362 $ 0.5363 $ 0.5763 |
OTHER LOSS (INCOMES)
OTHER LOSS (INCOMES) | 12 Months Ended |
Sep. 30, 2015 | |
Other Loss Incomes | |
OTHER LOSS (INCOMES) | NOTE 10 Ā OTHER LOSS (INCOMES) On January 31, 2012, the Company lent an Israeli company, CTG Clean Technology Group Limited (the ĀBorrowerĀ), U.S. $30,000 at an annual rate of interest of eight percent (8%). The purpose of this loan was to provide the borrower capital to continue its operations while the Company considered acquiring such company. On February 8, 2012, the Company received the cash to make such loan to the borrower from a Cyprus company (JLS Investment Holding). As of December 30, 2012 such loan had been written-off in whole. In May 2015, CTG had repaid the loan in full and the company recorded incomes in the amount of $38 thousands. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Sep. 30, 2015 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 11 Ā SUBSEQUENT EVENTS: On October 21, 2015 the Company issued 1,630,000 and 8,484,848 shares of common stock of the Company in respect of the April Borenstein Subscription Agreement and June Borenstein Subscription Agreement, respectively. Italy Projects In September 2014, the Company entered into a letter of intent to acquire Kinexia S.p.A.Ās right, interest and title in, to and under four biogas projects in the Vigevano area in Italy. The letter of intent also provides for the purchase of three additional biogas projects in the Emillia-Romagna and Lazio regions upon the same principals set forth in the letter of intent and subject to definitive agreements. After balance sheet date, on December 14, 2015, and pursuant to a Share Purchase Agreement, dated May 14, 2015 ( the ĀShare Purchase AgreementĀ), by and among the CompanyĀs indirect wholly-owned subsidiary, Bluesphere Pavia (formerly called Bluesphere Italy S.r.l.) Pursuant to the Share Purchase Agreement, the Company paid an aggregate purchase price of $5,837,308 (Ā5,200,000) (the ĀPurchase PriceĀ), subject to certain post-closing adjustments, to acquire the share capital of the SPVs. Fifty percent (50%) of the Purchase Price, adjusted for certain closing costs, was paid at closing, and the balance is due to the Sellers on the third anniversary of the closing date. The portion of the Purchase Price paid at closing was primarily financed by a loan of $3,255,422 (Ā2,900,000) pursuant to a Long Term Mezzanine Loan Agreement, dated August 18, 2015 (the ĀLoan AgreementĀ), by and among the Company, its wholly-owned subsidiary, Eastern Sphere Ltd. (ĀEastern SphereĀ), Eastern SphereĀs wholly-owned subsidiary, Bluesphere Italy, and Helios Italy Bio-Gas 1 L.P. On August 18, 2015, the Company and two of its wholly-owned subsidiaries, Eastern Sphere Ltd. (ĀEastern SphereĀ) and BlueSphere Italy, entered into a Long Term Mezzanine Loan Agreement (the ĀHelios Loan AgreementĀ) with Helios Italy Bio-Gas 1 L.P. (ĀHeliosĀ). Under the Helios Loan Agreement, Helios will make up to $5,612,796 (Ā5,000,000) available to Bluesphere Pavia (the ĀHelios LoanĀ) to finance (a) ninety percent (90%) of the total required investment of the first four SVPs acquired, (b) eighty percent (80%) of the total required investment of up to three SVPs subsequently acquired, (c) certain broker fees incurred in connection with the acquisitions, and (d) any taxes associated with registration of an equity pledge agreement (as described below). Each financing of an SVP acquisition will be subject to specified conditions precedent and will constitute a separate loan under the Helios Loan Agreement. Helios may, within 90 days of a closing, require repayment of ten percent (10%) of the relevant loan and broker fees. If no such repayment is required, Helios may reduce the amount of its commitment to finance the acquisitions of the three additional SVPs to seventy to eighty percent (70-80%) of the total required investment. HeliosĀs commitment to provide any loan under the Helios Loan Agreement that is not utilized by June 30, 2016 will automatically cancel, unless extended in writing by Helios. Subject to specified terms, representations and warranties, the Helios Loan Agreement provides that each loan thereunder will accrue interest at a rate of 14.5% per annum, paid quarterly. Helios will also be entitled to an annual operation fee, paid quarterly. The final payment for each loan will become due no later than the earlier of (a) thirteen and one half years from the date such loan was made available to Bluesphere Italy, and (b) the date that the Feed in Tariff license granted to the relevant SVP expires. Pursuant to the Helios Loan Agreement and an equity pledge agreement, Eastern Sphere pledged all its shares in Bluesphere Pavia to secure all loan amounts utilized under the Helios Loan Agreement. The Company also entered into a no-interest bearing promissory note, dated December 8, 2015 (the ĀPalas Promissory NoteĀ), with R.S. Palas Management Ltd. to finance a small portion of the Purchase Price. The Palas Promissory Note is for an amount of $132,462 (Ā118,000) and is due and payable, without interest or premium, on December 31, 2015. The payee under the Palas Promissory Note, R.S. Palas Management Ltd., is an entity owned and controlled by Shlomi Palas, the CompanyĀs President and Chief Executive Officer and a member of its Board of Directors. In accordance with a Framework EBITDA Guarantee Agreement, dated July 17, 2015 (the ĀEBITDA AgreementĀ), between the Company and Austep S.p.A. (ĀAustepĀ), Austep will operate, maintain and supervise each biogas plant owned by the SPVs. In addition, Austep will guarantee a monthly aggregate EBITDA of $211,041 (Ā188,000) from the four SPVs for the initial six months following the acquisition, and thereafter Austep will guarantee an annual aggregate EBITDA of $4,220,823 (Ā3,760,000) from the four SPVs. Pursuant to the terms of the agreements with Austep, the Company will receive the guaranteed levels of EBITDA and Austep will receive any revenue in excess of these levels. Senior Debentures offering Beginning in November 2015, the Company conducted an offering (the ĀOfferingĀ) of up to $3,000,000 of the Company's Senior Debentures (the ĀDebenturesĀ) and Warrants (the ĀWarrantsĀ, together with the ĀDebenturesĀ, the ĀSecuritiesĀ) to purchase up to 8,000,000 shares of common stock of the Company, par value $0.001 per share, in proportion pro rata to each SubscriberĀs subscription amount relative to the total Offering amount, with 50% of the shares exercisable at a price per share of $0.05 and the other 50% of the shares exercisable at price per share of $0.075. The Debentures will bear interest at 11%, paid quarterly, and will mature in two years. The Debentures are secured by a pledge agreement between the Company and each investor, whereby the Company pledged as collateral up to 49% of its shares of common stock in Eastern Sphere, Ltd., our wholly-owned subsidiary (the ĀPledge AgreementĀ). The Pledge Agreement further provides that the Company's obligations under the Debentures rank senior to all other indebtedness of Blue Sphere Corporation, but are subordinate to all indebtedness and liabilities of its subsidiaries and project-level operating entities. The Warrants are exercisable for 5 years from the date of issuance, with 50% exercisable at $0.05 per share and 50% exercisable at $0.075 per share The Securities are being offered pursuant to subscription agreements with each investor (the ĀSubscription AgreementĀ). Pursuant to the Subscription Agreements, the investors in the Offering shall have the right to collectively designate one observer or member to the CompanyĀs Board of Directors. On December 23, 2015, the Company completed the only closing of the Offering and entered into Subscription Agreements with investors representing aggregate gross proceeds to the Company of $3,000,000. The Company engaged Maxim Group LLC (ĀMaximĀ) to assist in the Offering. Pursuant to the terms of an engagement letter between Maxim and the Company, Maxim received commissions equal to 7% of the gross proceeds raised by Maxim in the Offering, as well as common stock purchase warrants for a number of securities equal to 8% of the total amount of securities sold in the Offering, at a price per share equal to 110% of the price of the securities paid by investors in the Offering. |
SIGNIFICANT ACCOUNTING POLICI18
SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Sep. 30, 2015 | |
Significant Accounting Policies Policies | |
Functional currency | a. Functional currency The currency of the primary economic environment in which the operations of the Company are conducted is the U.S dollar (Ā$Ā or ĀdollarĀ). Most of the CompanyĀs expenses are incurred in dollars. Most of the CompanyĀs external financing is in dollars. The Company holds most of its cash and cash equivalents in dollars. Thus, the functional currency of the Company is the dollar. Since the dollar is the primary currency in the economic environment in which the Company operates, monetary accounts maintained in currencies other than the dollar are re-measured using the representative foreign exchange rate at the balance sheet date. Operational accounts and non-monetary balance sheet accounts are measured and recorded at the rate in effect at the date of transaction. The effects of foreign currency re-measurement are reported in current operations (as Āfinancial expenses - net) and have not been material to date. |
Principles of consolidation | b. The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. Inter-company balances and transactions have been eliminated upon consolidation. |
Cash equivalents | c. Cash equivalents are short-term highly liquid investments which include short term bank deposit (up to three months from date of deposit), that are not restricted as to withdrawals or use that are readily convertible to cash with maturities of three months or less as of the date acquired. |
Property, plant and equipment | d. Property, plant and equipment are stated at cost, less accumulated depreciation. Assets are depreciated using the straight-line method over their estimated useful lives. Computers, software and electronic equipment are depreciated over three years. Tools and equipment are depreciated over five years. Furniture is depreciated over fourteen years. |
Investment in affiliated companies | e. Investments in affiliated companies that are not controlled but over which the Company can exercise significant influence (generally, entities in which the Company holds approximately between 20% to 50% of the voting rights of the investee) are presented using the equity method of accounting. Profits on intercompany sales, not realized outside the Company, are eliminated. The Company discontinues applying the equity method when its investment (including advances and loans) is reduced to zero and the Company has not guaranteed obligations of the affiliate or otherwise committed to provide further financial support to the affiliate. Investments in preferred shares, which are not in substance common stock, are recorded on a cost basis according to ASC 323-10-15-13, ĀInvestments - Equity Method and Joint Ventures - In-substance Common StockĀ and ASC 323-10-40-1, "Investment -Equity Method and Joint Ventures - Investee Capital Transactions". A change in the CompanyĀs proportionate share of an investeeĀs equity, resulting from issuance of common or in-substance common shares by the investee to third parties, is recorded as a gain or loss in the consolidated income statements in accordance with ASC 323-10-40-1. Investments in non-marketable equity securities of entities in which the Company does not have control or the ability to exercise significant influence over their operation and financial policies, are recorded at cost (generally when the Company holds less than 20% of the voting rights). Management evaluates investments in affiliated companies, partnerships and other non-marketable equity securities for evidence of other-than-temporary declines in value. Such evaluation is dependent on the specific facts and circumstances. Accordingly, in determining whether other-than-temporary declines exist, management evaluates various indicators for other-than-temporary declines and evaluates financial information (e.g. budgets, business plans, financial statements, etc.). During 2015 and 2014, no material impairment was recognized. |
Use of estimates | e. The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results may differ from those estimates. |
Share-base payments | f. Share-based payments to employees are measured at the fair value of the options issued and amortized over the vesting periods. Share-based payments to non-employees are measured at the fair value of the goods or services received or the fair value of the equity instruments issued if it is determined the fair value of the goods or services cannot be reliably measured, and are recorded at the date the goods or services are received. The amount recognized as an expense is adjusted to reflect the number of awards expected to vest. The offset to the recorded cost is to share-based payments reserve. Consideration received on the exercise of stock options is recorded as capital stock and the related share-based payments reserve is transferred to share capital. |
Loss per share | g. Loss per share Net loss per share, basic and diluted, is computed on the basis of the net loss for the period divided by the weighted average number of common shares outstanding during the period. Diluted net loss per share is based upon the weighted average number of common shares and of common shares equivalents outstanding when dilutive. Common share equivalents include: (i) outstanding stock options under the CompanyĀs share incentive plan and warrants which are included under the treasury share method when dilutive, and (ii) common shares to be issued under the assumed conversion of the CompanyĀs outstanding convertible notes, which are included under the if-converted method when dilutive. The computation of diluted net loss per share for the years ended September 30, 2015, 2014, and 2013, does not include common share equivalents, since such inclusion would be anti-dilutive. |
Deferred income taxes | h. Deferred taxes are determined utilizing the asset and liability method based on the estimated future tax effects of differences between the financial accounting and tax bases of assets and liabilities under the applicable tax laws. Deferred tax balances are computed using the tax rates expected to be in effect when those differences reverse. A valuation allowance in respect of deferred tax assets is provided if, based upon the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. The Company has provided a full valuation allowance with respect to its deferred tax assets. |
Comprehensive loss | i. The Company has no component of comprehensive income loss other than net loss. |
Revenue recognition | k. The Company recognizes revenues from services rendered in accordance with ASC Topic 605-20 Revenue Recognition from Services. The Company records services to be supplied under contractual agreements as deferred revenue until such related services are provided. |
Newly issued accounting pronouncements | l. In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606), which supersedes the revenue recognition requirements in Accounting Standards Codification (ĀASCĀ) 605, Revenue Recognition. The new revenue recognition standard requires entities to recognize revenue in a way that depicts the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled to in exchange for those goods or services. In August 2015, the FASB issued Accounting Standards Update No. 2015-14, Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date, or ASU 2015-14. This amendment defers the effective date of the previously issued Accounting Standards Update ASU 2014-09, until the interim and annual reporting periods beginning after December 15, 2017. Earlier application is permitted for interim and annual reporting periods beginning after December 15, 2016. If the Company begins generating revenue prior to the effective date of ASU 2015-14, the Company will evaluate the effect that ASU 2014-09 will have on the results of operations and financial position. In August 2015, the FASB has issued Accounting Standards Update (ASU) No. 2015-15, Interest - Imputation of Interest (Subtopic 835-30): Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit Arrangements - Amendments to SEC Paragraphs Pursuant to Staff Announcement at June 18, 2015 EITF Meeting . This ASU adds SEC paragraphs pursuant to the SEC Staff Announcement at the June 18, 2015, Emerging Issues Task Force meeting about the presentation and subsequent measurement of debt issuance costs associated with line-of-credit arrangements. Given the absence of authoritative guidance within ASU 2015-03 for debt issuance costs related to line-of-credit arrangements, the SEC staff would not object to an entity deferring and presenting debt issuance costs as an asset and subsequently amortizing the deferred debt issuance costs ratably over the term of the line-of-credit arrangement, regardless of whether there are any outstanding borrowings on the line-of-credit arrangement. The Company does not expect this update will have a material impact on the presentation of the CompanyĀs consolidated financial position, results of operations and cash flows. In September 2015, the FASB issued ASU 2015-16, Business Combinations (Topic 805): Simplifying the Accounting for Measurement-Period Adjustments, which eliminates the requirement to retrospectively account for changes to provisional amounts initially recorded in a business acquisition opening balance sheet. Prior to the issuance of ASU 2015-16, an acquirer was required to restate prior period financial statements as of the acquisition date for adjustments to provisional amounts. This guidance is effective for fiscal years beginning after December 15, 2015, including interim periods within fiscal years. The Company is evaluating the effect, if any, this update will have on the CompanyĀs consolidated financial position, results of operations and cash flows. In November 2015, the FASB has issued Accounting Standards Update (ASU) No. 2015-17, Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes, which changes how deferred taxes are classified on organizationsĀ balance sheets. The ASU eliminates the current requirement for organizations to present deferred tax liabilities and assets as current and noncurrent in a classified balance sheet. Instead, organizations will be required to classify all deferred tax assets and liabilities as noncurrent. The amendments apply to all organizations that present a classified balance sheet. For public companies, the amendments are effective for financial statements issued for annual periods beginning after December 15, 2016, and interim periods within those annual periods. The Company does not expect this update will have a material impact on the presentation of the CompanyĀs consolidated financial position, results of operations and cash flows. |
STOCK OPTIONS (Tables)
STOCK OPTIONS (Tables) | 12 Months Ended |
Sep. 30, 2015 | |
Stock Options Tables | |
Schedule of stock option activity for employees and directors | The following table presents the CompanyĀs stock option activity for employees and directors of the Company for the years ended September 30, 2013 through 2015: Number of Weighted Average Exercise Price Outstanding at September 30, 2012 778,761 0.5763 Granted Ā Ā Exercised Ā Ā Forfeited or expired Ā Ā Outstanding at September 30, 2013 778,761 0.5763 Granted 350,000 0.1770 Exercised Ā Ā Forfeited or expired Ā Ā Outstanding at September 30,2014 1,128,761 0.4530 Granted 3,175,000 0.1400 Exercised Ā Ā Forfeited or expired Ā Ā Outstanding at September 30,2015 4,303,761 0.2220 Number of options exercisable at September 30, 2015 1,847,511 0.3362 Number of options exercisable at September 30, 2014 684,071 0.5363 |
Schedule of fair value of the stock options granted Black-Scholes option valuation model | The fair value of the stock options granted in 2013 was estimated using the Black-Scholes option valuation model that used the following assumptions: % Dividend yield 0 Risk-free interest rate 0.32 % Expected term (years) 5 Volatility 390 % The fair value of the stock options granted in 2014 was estimated using the Black-Scholes option valuation model that used the following assumptions: % Dividend yield 0 Risk-free interest rate 0.88 % Expected term (years) 3 Volatility 123%-157 % The fair value of the stock options granted in 2015 was estimated using the Black-Scholes option valuation model that used the following assumptions: % Dividend yield 0 Risk-free interest rate 1.47 % Expected term (years) 5 Volatility 147 % |
Schedule of options and warrants to employees, officers and directors outstanding | The following table summarizes information about options and warrants to employees, officers and directors outstanding at September 30, 2015 under the plans: Options and Warrants Outstanding Vested and Exercisable Exercise Price Number of Option Weighted Average Remaining Contractual Life (Years) Number of Option weighted Average Exercise Price 0.01 200,000 1.65 125,000 0.01 0.14 3,175,000 4.41 793,750 0.14 0.3 50,000 1.72 50,000 0.30 0.4 50,000 1.72 50,000 0.40 0.5 50,000 1.72 50,000 0.50 0.5763 778,761 2.58 778,761 0.5763 4,303,761 3.78 1,847,511 0.3362 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Sep. 30, 2015 | |
Income Taxes | |
Schedule of deferred tax assets | Deferred income taxes reflect the net effects of temporary differences between the amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. The breakdown of the deferred tax asset as of September 30 2015, 2014 and 2013 is as follows: 2015 2014 2013 U.S. dollars in thousands Deferred tax assets: Net operating loss carry-forward $ 6,331 $ 3,267 $ 2,502 Valuation allowance (6,331 ) (3,267 ) (2,502 ) $ 0 $ 0 $ 0 |
Summary of valuation allowance | A valuation allowance is provided when it is more likely than not that some portion of the deferred tax asset will not be realized. Management has determined, based on its recurring net losses, lack of a commercially viable product and limitations under current tax rules, that a full valuation allowance is appropriate. U.S. dollars in thousands Valuation allowance, September 30, 2014 $ 3,267 Increase 3,064 Valuation allowance, September 30, 2015 $ 6,331 |
Schedule of reconciliation of effective tax rate | Reconciliation between the theoretical tax expense, assuming all income is taxed at the statutory tax rate applicable to income of the Company and the actual tax expense as reported in the Statement of Operations, is as follows: Year ended December 31, 2015 2014 2013 Loss before taxes, as reported in the consolidated statements of operations $ 7,462 $ 7,376 $ 1,970 Federal statutory rate 35 % 35 % 35 % Theoretical tax benefit on the above amount at federal statutory tax rate 2,612 2,582 690 Losses and other items for which a valuation allowance Was provided or benefit from loss carry forward (2,612 ) (2,582 ) (690 ) Actual tax expense Ā Ā Ā |
GENERAL (Details Narrative)
GENERAL (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | Dec. 04, 2013 | Sep. 30, 2015 | Apr. 08, 2015 | Oct. 02, 2014 | Sep. 30, 2014 | Nov. 26, 2013 | Sep. 30, 2013 | Sep. 30, 2012 |
Equity method investment, ownership percentage | 30.00% | |||||||
Preferred stock, shares authorized | 500,000,000 | |||||||
Preferred stock, par or stated value per share | $ 0.001 | |||||||
Cash and cash equivalents, at carrying value | $ 161 | $ 298 | $ 46 | $ 22 | ||||
Working capital deficit | 55 | |||||||
Stockholders' equity attributable to parent | (2,694) | 310 | $ (482) | $ (668) | ||||
Accumulated deficit | $ (43,404) | $ (35,942) | ||||||
Minimum [Member] | ||||||||
Equity method investment, ownership percentage | 20.00% | |||||||
Stock issued during period, shares, reverse stock splits | 11,434,611 | |||||||
Maximum [Member] | ||||||||
Equity method investment, ownership percentage | 50.00% | |||||||
Stock issued during period, shares, reverse stock splits | 1,292,103,309 | |||||||
Clean Energy Ltd Clean Energy [Member] | ||||||||
Equity method investment, ownership percentage | 50.00% |
INVESTMENTS IN JOINT VENTURES (
INVESTMENTS IN JOINT VENTURES (Details Narrative) - USD ($) $ in Thousands | Apr. 08, 2015 | Apr. 08, 2015 | Jan. 07, 2015 | Feb. 28, 2015 | Jan. 30, 2015 | Jan. 29, 2015 | Nov. 19, 2014 | Sep. 30, 2015 | May. 14, 2015 |
Management fee expense | $ 187,500 | ||||||||
Ownership percentage | 30.00% | 30.00% | |||||||
Development fees and reimbursements received | $ 1,586,000 | ||||||||
Public utilities, requested return on equity, percentage | 30.00% | 30.00% | |||||||
Distribution made to limited liability company (LLC) member, cash distributions declared | $ 587,500 | ||||||||
Members' capital | $ 3,616,978 | ||||||||
Business combination, assets and liabilities arising from contingencies, amount recognized, net | $ 1,481,900 | $ 1,481,900 | |||||||
Maximum [Member] | |||||||||
Ownership percentage | 50.00% | ||||||||
Installment One [Member] | |||||||||
Distribution made to limited liability company (LLC) member, cash distributions declared | $ 562,500 | ||||||||
Series B [Member] | |||||||||
Limited liability company (LLC) or limited partnership (LP), members or limited partners, ownership interest | 22.75% | 25.00% | |||||||
Limited partners' capital account, units issued | 250 | ||||||||
Business acquisition, equity interest issued or issuable, number of shares | 2,275 | ||||||||
Buyer [Member] | |||||||||
Members' capital | $ 1,250,000 | ||||||||
Buyer [Member] | Series A [Member] | |||||||||
Limited liability company (LLC) or limited partnership (LP), members or limited partners, ownership interest | 77.25% | ||||||||
York Renewable Energy Partners LLC [Member] | Maximum [Member] | |||||||||
Limited liability company (LLC) or limited partnership (LP), members or limited partners, ownership interest | 50.00% | ||||||||
York Renewable Energy Partners LLC [Member] | Series A [Member] | |||||||||
Limited liability company (LLC) or limited partnership (LP), members or limited partners, ownership interest | 77.25% | 75.00% | |||||||
Limited partners' capital account, units issued | 750 | ||||||||
Business acquisition, equity interest issued or issuable, number of shares | 7,725 | ||||||||
York Renewable Energy Partners LLC [Member] | Series B [Member] | |||||||||
Limited liability company (LLC) or limited partnership (LP), members or limited partners, ownership interest | 25.00% | ||||||||
OEC Purchase Agreement [Member] | |||||||||
Costs and expenses | $ 900,000 | ||||||||
Management fee expense | $ 187,500 | ||||||||
Distributable cash flow rate | 30.00% | ||||||||
Reimbursement revenue | $ 17,764 | ||||||||
Payment for management fee | $ 75,000 | ||||||||
OERI Purchase Agreement [Member] | |||||||||
Costs and expenses | $ 300,000 | ||||||||
Management fee expense | $ 187,500 | ||||||||
Distributable cash flow rate | 30.00% | ||||||||
Reimbursement revenue | $ 86,432 | ||||||||
Payment for management fee | $ 31,000 | ||||||||
Number of days | 60 days | ||||||||
Liquidated damages | $ 500 | ||||||||
Share Purchase Agreement [Member] | |||||||||
Ownership percentage | 100.00% | ||||||||
Percentage of equity IRR target | 25.00% | ||||||||
Percentage of purchase price at closing | 50.00% | ||||||||
Remaining percentage of purchase price after adjustment | 50.00% | ||||||||
Annual interest rate after third anniversary | 5.00% | ||||||||
Percentage of fees and expenses | 50.00% |
SIGNIFICANT ACCOUNTING POLICI23
SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) | 12 Months Ended | |
Sep. 30, 2015 | Apr. 08, 2015 | |
Ownership percentage | 30.00% | |
Minimum [Member] | ||
Ownership percentage | 20.00% | |
Maximum [Member] | ||
Ownership percentage | 50.00% | |
Computer software and electronic equipment [Member] | ||
Useful life | 3 years | |
Tools and equipment [Member] | ||
Useful life | 5 years | |
Furniture and fixtures [Member] | ||
Useful life | 14 years |
DEBENTURES, NOTES AND LOANS (De
DEBENTURES, NOTES AND LOANS (Details Narrative) - USD ($) | Jan. 20, 2015 | Dec. 08, 2014 | Sep. 30, 2014 | Sep. 21, 2014 | Nov. 20, 2012 | Aug. 31, 2015 | Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2014 | May. 10, 2013 |
Amounts allocated to additional paid-in capital | $ 482,000 | $ 1,041,000 | ||||||||
Number of common stock issued upon new issue | 209,041 | 280,592 | 331,859 | |||||||
MD Global Partners [Member] | ||||||||||
Debt face amount | $ 480,000 | |||||||||
Debt instrument,term | 1 year | |||||||||
Minimum accrue interest rates | 8.00% | |||||||||
Maximum accrue interest rates | 18.00% | |||||||||
Minimum interest rates of the notes | 12.00% | |||||||||
Maximum interest rates of the notes | 24.00% | |||||||||
Minimum interest rates of conversion prices | 37.00% | |||||||||
Maximum interest rates of conversion prices | 45.00% | |||||||||
Amounts allocated to additional paid-in capital | $ 482,485 | |||||||||
Amortization expenses in respect of the discounts | 1,523,404 | |||||||||
Debt issuance cost | 7,500 | |||||||||
Carter Terry [Member] | ||||||||||
Debt issuance cost | $ 46,000 | |||||||||
Number of shares | 100,000 | |||||||||
Debt issuance percentage | 4.00% | |||||||||
Notes [Member] | ||||||||||
Principal amount notes | $ 464,970 | |||||||||
Debt instrument conversion amount | $ 1,480,716 | |||||||||
Debt instrument issue of shares | 75,060,414 | |||||||||
Notes [Member] | Accredited Investor [Member] | ||||||||||
Debt face amount | $ 504,250 | $ 1,408,150 | $ 1,408,150 | $ 1,408,150 | ||||||
Principal amount notes | $ 464,970 | $ 1,201,414 | 1,201,414 | |||||||
Amounts allocated to additional paid-in capital | $ 1,040,919 | |||||||||
6.5% Convertible Notes Payable [Member] | DA [Member] | Fidelity [Member] | ||||||||||
Conversion price (in dollars per share) | $ 0.2034 |
DEBENTURES, NOTES AND LOANS (25
DEBENTURES, NOTES AND LOANS (Details Narrative 1) - USD ($) | Mar. 25, 2015 | Mar. 15, 2015 | Sep. 30, 2015 | Mar. 07, 2012 |
Eastern Sphere Ltd [Member] | ||||
Debt instrument conversion amount | $ 88,496 | |||
Mr. Weinberg [Member] | ||||
Debt face amount | $ 135,000 | |||
Ackerman Loan Agreement [Member] | ||||
Debt instrument conversion amount | $ 220,000 | |||
Debt instrument conversion of shares | 3,000,000 | |||
Valter Team Loan Agreement [Member] | ||||
Debt instrument conversion amount | $ 68,750 | |||
Debt instrument conversion of shares | 250,000 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | Dec. 08, 2014 | Sep. 21, 2014 | Sep. 17, 2014 | May. 27, 2014 | Mar. 10, 2014 | Jan. 26, 2014 | Jan. 09, 2014 | Dec. 13, 2013 | Oct. 08, 2013 | Jul. 31, 2013 | Apr. 30, 2013 | Apr. 10, 2013 | Nov. 20, 2012 | Nov. 05, 2012 | Feb. 29, 2012 | Jul. 25, 2011 | Feb. 24, 2015 | Feb. 24, 2015 | Sep. 30, 2015 | Sep. 30, 2014 | Jun. 19, 2013 | Mar. 18, 2013 | Nov. 06, 2012 |
Number of common stock issued upon new issue | 209,041 | 280,592 | 331,859 | ||||||||||||||||||||
Common stock, shares issued | 167,952,595 | 50,109,036 | |||||||||||||||||||||
Stock issued during period, shares, issued for services | 345,132 | 88,496 | 8,035,000 | ||||||||||||||||||||
2014 Plan [Member] | |||||||||||||||||||||||
Vesting period | 2 years | ||||||||||||||||||||||
Share price (in dollars per share) | $ 0.14 | $ 0.14 | |||||||||||||||||||||
Subscription Agreement [Member] | |||||||||||||||||||||||
Number of common stock issued upon new issue | 2,866,194 | ||||||||||||||||||||||
Executive Vice President [Member] | |||||||||||||||||||||||
Payment for management fee | $ 15,000 | ||||||||||||||||||||||
Aggregate cost of investment | $ 2,000,000 | $ 450,000 | |||||||||||||||||||||
Share-based compensation arrangement by share-based payment award, number of shares authorized | 200,000 | 353,982 | 168,142 | 44,248 | 44,248 | 44,248 | |||||||||||||||||
Share-based compensation arrangement by share-based payment award, shares purchased for award | 168,142 | ||||||||||||||||||||||
Stock issued during period, shares, issued for services | 200,000 | 353,982 | 44,248 | ||||||||||||||||||||
Executive Vice President [Member] | Management Services Agreement [Member] | |||||||||||||||||||||||
Related party transaction, rate | 75.00% | ||||||||||||||||||||||
Payment for management fee | $ 10,000 | ||||||||||||||||||||||
Number of common stock issued upon new issue | 110,620 | ||||||||||||||||||||||
Chief Executive Officer [Member] | |||||||||||||||||||||||
Aggregate cost of investment | $ 2,000,000 | ||||||||||||||||||||||
Share-based compensation arrangement by share-based payment award, number of shares authorized | 250,000 | 424,779 | 203,540 | 53,098 | 53,098 | 53,098 | |||||||||||||||||
Share-based compensation arrangement by share-based payment award, shares purchased for award | 230,089 | ||||||||||||||||||||||
Stock issued during period, shares, issued for services | 250,000 | 424,779 | 53,098 | ||||||||||||||||||||
Chief Executive Officer [Member] | Employment Agreement [Member] | |||||||||||||||||||||||
Payment for management fee | $ 15,000 | ||||||||||||||||||||||
Board Of Directors Chairman [Member] | |||||||||||||||||||||||
Share-based compensation arrangement by share-based payment award, number of shares authorized | 220,000 | 353,982 | 230,089 | 44,248 | 44,248 | 44,248 | |||||||||||||||||
Share-based compensation arrangement by share-based payment award, shares purchased for award | 203,540 | ||||||||||||||||||||||
Stock issued during period, shares, issued for services | 220,000 | 353,982 | 44,248 | ||||||||||||||||||||
Chief Carbon Officer General Counsel [Member] | |||||||||||||||||||||||
Share-based compensation arrangement by share-based payment award, number of shares authorized | 180,000 | 283,186 | 88,496 | 35,399 | 35,399 | 35,399 | |||||||||||||||||
Share-based compensation arrangement by share-based payment award, shares purchased for award | 88,496 | ||||||||||||||||||||||
Stock issued during period, shares, issued for services | 180,000 | 283,186 | |||||||||||||||||||||
Mr. Radom [Member] | Service and Consulting Agreement [Member] | |||||||||||||||||||||||
Related party transaction, rate | 75.00% | ||||||||||||||||||||||
Mr. Radom [Member] | Service and Consulting Agreement [Member] | Minimum [Member] | |||||||||||||||||||||||
Payment for management fee | $ 7,000 | ||||||||||||||||||||||
Mr. Radom [Member] | Service and Consulting Agreement [Member] | Maximum [Member] | |||||||||||||||||||||||
Payment for management fee | $ 10,000 | ||||||||||||||||||||||
Talya Levy-Tytiun ("Talya") [Member] | Subscription Agreement [Member] | |||||||||||||||||||||||
Debt instrument, face amount | $ 400,000 | ||||||||||||||||||||||
Common stock, shares issued | 1,739,130 | ||||||||||||||||||||||
Description of subscription agreement | The Company was obligated to issue Talya additional shares of the Company, if, six months from the date of the agreement her ownership in the Company would be reduced below 12.3%. In addition, the Company guaranteed that if on the first anniversary of the agreement, the share price of the Company common stock was 0.23$ per share or less, the Company shall transfer Talya such amount necessary to make Talya whole and reimburse her for any loss due to her investment. | ||||||||||||||||||||||
Mr. Brosh [Member] | |||||||||||||||||||||||
Number of shares granted | 200,000 | ||||||||||||||||||||||
Weighted average exercise price | $ 0.01 | ||||||||||||||||||||||
Vesting period | 2 years | ||||||||||||||||||||||
Management [Member] | |||||||||||||||||||||||
Number of shares granted | 1,775,000 | ||||||||||||||||||||||
Vesting period | 2 years | ||||||||||||||||||||||
Stock issued during period, shares, issued for services | 7,450,000 | ||||||||||||||||||||||
Management [Member] | Stock Compensation Plan [Member] | |||||||||||||||||||||||
Number of shares granted | 1,450,000 |
COMMON SHARES (Details Narrativ
COMMON SHARES (Details Narrative) - USD ($) | Jun. 17, 2015 | Jun. 15, 2015 | Jun. 12, 2015 | Apr. 15, 2015 | Jan. 05, 2015 | Dec. 08, 2014 | Sep. 21, 2014 | Mar. 10, 2014 | Jan. 09, 2014 | Dec. 13, 2013 | Oct. 08, 2013 | Sep. 30, 2013 | Sep. 03, 2013 | Jul. 22, 2013 | Jun. 26, 2013 | Jun. 19, 2013 | May. 10, 2013 | Apr. 10, 2013 | Mar. 10, 2013 | Jan. 03, 2013 | Dec. 25, 2012 | Dec. 20, 2012 | Nov. 20, 2012 | Nov. 05, 2012 | Oct. 25, 2012 | Feb. 20, 2012 | Apr. 30, 2015 | Feb. 28, 2013 | Jan. 31, 2013 | Sep. 30, 2015 | Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2013 | Jun. 23, 2015 | Nov. 26, 2013 |
Number of common stock issued for services | 345,132 | 88,496 | 8,035,000 | ||||||||||||||||||||||||||||||||
Value of common stock issued for services | $ 89,734 | $ 1,574,000 | $ 3,220,000 | $ 758,000 | |||||||||||||||||||||||||||||||
Number of common stock issued upon new issue | 209,041 | 280,592 | 331,859 | ||||||||||||||||||||||||||||||||
Value of common stock issued upon new issue | $ 59,000 | $ 101,000 | $ 347,000 | $ 900,000 | $ 891,000 | ||||||||||||||||||||||||||||||
Exercise price (in dollars per shares) | $ 0.1400 | $ 0.1400 | |||||||||||||||||||||||||||||||||
Preferred shares, par value (in dollars per share) | $ 0.001 | ||||||||||||||||||||||||||||||||||
Preferred shares, shares authorized | 500,000,000 | ||||||||||||||||||||||||||||||||||
Warrant [Member] | |||||||||||||||||||||||||||||||||||
Conversion of warrants | $ 48,549 | ||||||||||||||||||||||||||||||||||
Mr. Shlomi Palas [Member] | |||||||||||||||||||||||||||||||||||
Number of common stock issued for services | 250,000 | 424,779 | 53,098 | ||||||||||||||||||||||||||||||||
Mr. Josh Shoham [Member] | |||||||||||||||||||||||||||||||||||
Number of common stock issued for services | 220,000 | 353,982 | 44,248 | ||||||||||||||||||||||||||||||||
Mr. Roy Amitzur [Member] | |||||||||||||||||||||||||||||||||||
Number of common stock issued for services | 200,000 | 353,982 | 44,248 | ||||||||||||||||||||||||||||||||
Mr. Mark Radom [Member] | |||||||||||||||||||||||||||||||||||
Number of common stock issued for services | 35,399 | ||||||||||||||||||||||||||||||||||
Dr. Borenstein Ltd (Subscription Agreement) [Member] | |||||||||||||||||||||||||||||||||||
Exercise price (in dollars per shares) | $ 0.001 | ||||||||||||||||||||||||||||||||||
Consultant [Member] | |||||||||||||||||||||||||||||||||||
Number of common stock available for future issuance | 35,399 | ||||||||||||||||||||||||||||||||||
Number of common stock issued for services | 1,500,000 | 17,700 | |||||||||||||||||||||||||||||||||
Value of common stock issued for services | $ 34,500 | ||||||||||||||||||||||||||||||||||
Non-US Investor (Subscription Agreement) [Member] | |||||||||||||||||||||||||||||||||||
Number of common stock issued upon new issue | 88,496 | 268,169 | 268,169 | 53,098 | 132,744 | 88,496 | 88,496 | 88,496 | 265,487 | 309,735 | 88,496 | 154,868 | 154,868 | ||||||||||||||||||||||
Value of common stock issued upon new issue | $ 100,000 | $ 100,000 | $ 20,000 | $ 50,000 | $ 70,000 | $ 100,000 | $ 20,000 | $ 50,000 | $ 50,000 | ||||||||||||||||||||||||||
Share price (in dollars per shares) | $ 0.32286 | ||||||||||||||||||||||||||||||||||
Number of additional common stock issued upon new issue | 88,496 | ||||||||||||||||||||||||||||||||||
Fair value of options | $ 76,000 | ||||||||||||||||||||||||||||||||||
Professional fees | $ 11,000 | ||||||||||||||||||||||||||||||||||
Non-US Investor (Subscription Agreement) [Member] | First Stock Option [Member] | |||||||||||||||||||||||||||||||||||
Share price (in dollars per shares) | $ 2.26 | ||||||||||||||||||||||||||||||||||
Number of shares options to purchase | 66,372 | ||||||||||||||||||||||||||||||||||
Expiration period | 1 year | ||||||||||||||||||||||||||||||||||
Non-US Investor (Subscription Agreement) [Member] | Second Stock Option [Member] | |||||||||||||||||||||||||||||||||||
Share price (in dollars per shares) | $ 4.52 | ||||||||||||||||||||||||||||||||||
Number of shares options to purchase | 66,372 | ||||||||||||||||||||||||||||||||||
Expiration period | 2 years | ||||||||||||||||||||||||||||||||||
Non-US Investor (Subscription Agreement) [Member] | |||||||||||||||||||||||||||||||||||
Number of common stock issued upon new issue | 53,634 | 380,531 | |||||||||||||||||||||||||||||||||
Value of common stock issued upon new issue | $ 20,000 | $ 50,000 | |||||||||||||||||||||||||||||||||
Dr. Borenstein Ltd (Subscription Agreement) [Member] | |||||||||||||||||||||||||||||||||||
Number of common stock issued upon new issue | 8,484,848 | 1,630,000 | 1,000,000 | ||||||||||||||||||||||||||||||||
Value of common stock issued upon new issue | $ 140,000 | $ 48,000 | |||||||||||||||||||||||||||||||||
Number of shares options to purchase | 1,000,000 | ||||||||||||||||||||||||||||||||||
Value of common stock options | $ 158,024 | ||||||||||||||||||||||||||||||||||
Number of stock options issued | 1,000,000 | ||||||||||||||||||||||||||||||||||
Share Repurchase Program [Member] | |||||||||||||||||||||||||||||||||||
Maximum number of authorized shares repurchase | 500,000 | 144,054 | |||||||||||||||||||||||||||||||||
Number of common stock equates | 16,666,667 | ||||||||||||||||||||||||||||||||||
Shareholder settlement amount | $ 28,328 |
COMMON SHARES (Details Narrat28
COMMON SHARES (Details Narrative 1) | Sep. 17, 2015shares | Jul. 17, 2015USD ($)shares | Jul. 06, 2015USD ($)shares | Jul. 02, 2015USD ($)shares | Jun. 12, 2015USD ($)shares | Apr. 15, 2015USD ($)shares | Apr. 13, 2015USD ($)shares | Mar. 12, 2015USD ($)shares | Jan. 05, 2015shares | Dec. 08, 2014shares | Oct. 28, 2014USD ($)Numbershares | Oct. 03, 2014USD ($)$ / sharesshares | Sep. 22, 2014USD ($)$ / sharesshares | Sep. 21, 2014USD ($)$ / sharesshares | Jul. 29, 2014USD ($)$ / sharesshares | Jul. 10, 2014USD ($)Numbershares | Jul. 03, 2014USD ($)shares | Jun. 18, 2014shares | Jun. 01, 2014USD ($)$ / sharesshares | May. 27, 2014USD ($)shares | May. 25, 2014USD ($)$ / sharesshares | May. 02, 2014USD ($)shares | May. 01, 2014$ / sharesshares | Apr. 22, 2014USD ($)shares | Mar. 10, 2014shares | Mar. 05, 2014USD ($) | Feb. 07, 2014USD ($)shares | Jan. 26, 2014USD ($)$ / sharesshares | Jan. 09, 2014USD ($)shares | Dec. 15, 2013shares | Dec. 13, 2013shares | Dec. 04, 2013USD ($)shares | Nov. 14, 2013USD ($)shares | Nov. 05, 2013USD ($)shares | Oct. 13, 2013USD ($)Number | Oct. 08, 2013shares | Sep. 30, 2013USD ($)shares | Sep. 03, 2013USD ($)shares | Jul. 22, 2013USD ($)shares | Jun. 26, 2013USD ($)shares | Jun. 23, 2013shares | Jun. 19, 2013USD ($)shares | May. 10, 2013USD ($)shares | Apr. 30, 2013shares | Apr. 10, 2013USD ($)shares | Mar. 18, 2013shares | Mar. 10, 2013USD ($)shares | Feb. 02, 2013USD ($)shares | Jan. 03, 2013USD ($)shares | Dec. 25, 2012USD ($)shares | Dec. 20, 2012USD ($)$ / sharesshares | Nov. 20, 2012USD ($)shares | Nov. 05, 2012shares | Oct. 25, 2012USD ($)shares | Aug. 31, 2015USD ($)shares | Jul. 31, 2015USD ($)shares | May. 31, 2015USD ($)shares | Apr. 30, 2015shares | Mar. 19, 2015USD ($)shares | Oct. 31, 2014USD ($)Number | Jul. 31, 2014Number | Oct. 30, 2013USD ($)Number | Feb. 28, 2013USD ($)shares | Jan. 31, 2013USD ($)shares | Jun. 30, 2015USD ($)shares | Aug. 31, 2014USD ($)shares | Sep. 30, 2015$ / sharesshares | Sep. 30, 2014USD ($)$ / sharesshares | Jun. 30, 2014USD ($)shares | Jul. 31, 2013USD ($)shares | Aug. 31, 2015USD ($)Number | Jun. 30, 2014USD ($)Number | Sep. 30, 2015USD ($)$ / sharesshares | Sep. 30, 2014USD ($)$ / shares | Sep. 30, 2013USD ($) | Apr. 08, 2015 | Sep. 28, 2014$ / shares | Dec. 04, 2013EUR (ā¬) | Feb. 20, 2013USD ($) | Feb. 19, 2013USD ($) |
Number of common stock issued for services | 345,132 | 88,496 | 8,035,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Value of common stock issued for services | $ | $ 89,734 | $ 1,574,000 | $ 3,220,000 | $ 758,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Number of common stock issued upon new issue | 209,041 | 280,592 | 331,859 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Value of common stock issued upon new issue | $ | $ 59,000 | $ 101,000 | $ 347,000 | $ 900,000 | 891,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Beneficial principal loan converted | $ | $ 1,480,716 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Number of shares issued upon conversion | Number | 75,060,414 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Ownership percentage | 30.00% | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Exercise price (in dollars per shares) | $ / shares | $ 0.1400 | $ 0.1400 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Investment Agreements [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Number of common stock issued upon new issue | 880,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Value of common stock issued upon new issue | $ | $ 109,721 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Number of shares options to purchase | 822,500 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Exercise price of options (in dollars per shares) | $ / shares | $ 0.10 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Investment Agreements [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Number of common stock issued upon new issue | 759,041 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Value of common stock issued upon new issue | $ | $ 77,127 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Share price (in dollars per shares) | $ / shares | $ 0.13 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Number of additional common stock issued upon new issue | 759,041 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Number of shares options to purchase | 759,041 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Exercise price of options (in dollars per shares) | $ / shares | $ 0.10 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Investment Agreements [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Number of common stock issued upon new issue | 352,805 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Value of common stock issued upon new issue | $ | $ 98,784 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Number of shares options to purchase | 352,805 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Exercise price of options (in dollars per shares) | $ / shares | $ 0.60 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Investment Agreements [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Number of common stock issued upon new issue | 199,039 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Value of common stock issued upon new issue | $ | $ 19,904 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Share price (in dollars per shares) | $ / shares | $ 0.16 | $ 0.16 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Number of additional common stock issued upon new issue | 199,039 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Number of shares options to purchase | 199,039 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Exercise price of options (in dollars per shares) | $ / shares | $ 0.13 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Service Agreement [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Number of common stock issued for services | 335,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Service Agreement [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Number of common stock issued for services | 335,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Additional beneficial principal loan converted | $ | $ 42,500 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Number of additional shares issued upon conversion | Number | 471,967 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Mr. Shlomi Palas [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Number of common stock issued for services | 250,000 | 424,779 | 53,098 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Mr. Josh Shoham [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Number of common stock issued for services | 220,000 | 353,982 | 44,248 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Mr. Roy Amitzur [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Number of common stock issued for services | 200,000 | 353,982 | 44,248 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Mr. Mark Radom [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Number of common stock issued for services | 180,000 | 283,186 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Consultant [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Number of common stock issued for services | 180,000 | 17,700 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Value of common stock issued for services | $ | $ 7,560 | $ 4,602 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
8% Asher Notes [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Beneficial principal loan converted | $ | $ 42,500 | $ 47,878 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Number of shares issued upon conversion | Number | 471,967 | 402,276 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Non-US Investor (Subscription Agreement) [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Number of common stock issued upon new issue | 88,496 | 268,169 | 268,169 | 53,098 | 132,744 | 88,496 | 88,496 | 88,496 | 265,487 | 309,735 | 88,496 | 154,868 | 154,868 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Value of common stock issued upon new issue | $ | $ 100,000 | $ 100,000 | $ 20,000 | $ 50,000 | $ 70,000 | $ 100,000 | $ 20,000 | $ 50,000 | $ 50,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Share price (in dollars per shares) | $ / shares | $ 0.32286 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Number of additional common stock issued upon new issue | 88,496 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Fair value of options | $ | $ 76,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Professional fees | $ | $ 11,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Aggregate investments | $ | $ 75,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Aggregate periodic investments | $ | $ 25,000 | $ 25,000 | $ 25,000 | $ 25,000 | 25,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Beneficial principal loan converted | $ | $ 87,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Number of shares issued upon conversion | Number | 384,956 | 190,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Non-US Investor (Subscription Agreement) [Member] | Restricted Common Stock Class [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Number of common stock issued upon new issue | 39,824 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Value of common stock issued upon new issue | $ | $ 11,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Investor [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Number of common stock issued for services | 109,039 | 265,486 | 451,328 | 8,035,000 | 3,250,000 | 6,114,867 | 3,765,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Value of common stock issued for services | $ | $ 14,103 | $ 25,000 | $ 50,000 | $ 198,614 | $ 136,500 | $ 738,353 | $ 150,118 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Number of common stock issued upon new issue | 48,183 | 144,054 | 1,250,000 | 144,054 | 495,576 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Value of common stock issued upon new issue | $ | $ 11,557 | $ 34,522 | $ 75,000 | $ 49,315 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Number of additional common stock issued upon new issue | 75,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Number of shares options to purchase | 48,183 | 144,054 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Beneficial principal loan converted | $ | $ 24,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Number of shares issued upon conversion | Number | 115,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Exercise price of options (in dollars per shares) | $ / shares | $ 0.32 | $ 0.10 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Investor [Member] | OERI Purchase Agreement [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Number of common stock issued upon new issue | 44,248 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Aggregate investments | $ | $ 480,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Ownership percentage | 4.00% | 4.00% | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Investor [Member] | OERI Purchase Agreement [Member] | Euro [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Aggregate investments | ā¬ | ā¬ 353,200 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Investor [Member] | Notes [Member] | OERI Purchase Agreement [Member] | Euro [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt face amount | ā¬ | ā¬ 353,200 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Monthly debt instruments interest rate | 1.00% | 1.00% | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Non-US Investor (Subscription Agreement) [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Number of common stock issued upon new issue | 35,399 | 146,903 | 146,903 | 146,903 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Aggregate investments | $ | $ 50,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Aggregate periodic investments | $ | $ 4,000 | $ 16,700 | $ 16,600 | $ 16,600 | $ 4,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Mr. Shlomi Palas [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Number of common stock issued for services | 53,098 | 230,089 | 53,098 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Number of shares options to purchase | 230,089 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Mr. Josh Shoham [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Number of common stock issued for services | 44,248 | 203,540 | 44,248 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Number of shares options to purchase | 203,540 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Mr. Roy Amitzur [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Number of common stock issued for services | 44,248 | 168,142 | 44,248 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Number of shares options to purchase | 168,142 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Mr. Mark Radom [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Number of common stock issued for services | 35,399 | 88,496 | 35,399 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Number of shares options to purchase | 88,496 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Third Party [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Number of common stock issued for services | 179,856 | 156,611 | 176,992 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Value of common stock issued for services | $ | $ 28,874 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Number of shares options to purchase | 179,856 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Exercise price of options (in dollars per shares) | $ / shares | $ 0.25 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Non-US Investor (Subscription Agreement) [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Number of common stock issued upon new issue | 53,634 | 380,531 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Value of common stock issued upon new issue | $ | $ 20,000 | $ 50,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Beneficial principal loan converted | $ | $ 37,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Number of shares issued upon conversion | Number | 163,717 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Incline Partners, LLC (Capital Markets Advisory Consulting Agreement ) [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Professional fees | $ | $ 28,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Incline Partners, LLC (Capital Markets Advisory Consulting Agreement ) [Member] | Restricted Common Stock Class [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Number of common stock issued for services | 88,496 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Eastern Sphere Ltd [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Number of common stock issued for services | 146,016 | 491,642 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Value of common stock issued for services | $ | $ 29,107 | $ 100,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Consultant (Investor Relation Services) [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Number of common stock issued for services | 211,084 | 600,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Value of common stock issued for services | $ | $ 41,518 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Talya Levy-Tytiun (Subscription Agreement) [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Number of common stock issued for services | 2,866,194 | 1,739,130 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Share price (in dollars per shares) | $ / shares | $ 0.23 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Aggregate investments | $ | $ 400,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Changing the World Technologies, Ltd. [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Number of common stock issued for services | 1,200,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Aggregate investments | $ | $ 77,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Non-US Investor (Consulting Agreement) [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Number of common stock issued for services | 4,000,000 | 650,000 | 3,350,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Number of common stock issued upon new issue | 3,969,133 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Value of common stock issued upon new issue | $ | $ 970,573 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Non-US Investor (Three Agreement) [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Number of common stock issued for services | 2,177,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Value of common stock issued for services | $ | $ 481,810 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Number of common stock issued upon new issue | 800,892 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Number of additional common stock issued upon new issue | 380,435 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Value of additional common stock issued upon new issue | $ | $ 69,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Loan carrying amount | $ | $ 78,400 | $ 78,400 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Carter Terry [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Number of common stock issued for services | 209,041 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Non-US Citizen (Consulting Agreement) [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Number of common stock issued for services | 2,000,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Value of common stock issued for services | $ | $ 216,828 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Number of shares options to purchase | 500,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Exercise price of options (in dollars per shares) | $ / shares | $ 0.001 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Maxim Group LLC (Financial Advisor & Investment Banker Agreement) [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Number of common stock issued for services | 3,474,405 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Value of common stock issued for services | $ | $ 34,397 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Non-US Person (Financial Advisor & Investment Banker Settlement Agreement) [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Number of common stock issued for services | 1,128,237 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Value of common stock issued for services | $ | $ 13,088 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Non-US Person (Subscription Agreement) [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Number of common stock issued upon new issue | 2,000,000 | 416,667 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Value of common stock issued upon new issue | $ | $ 32,000 | $ 25,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Dr. Borenstein Ltd (Subscription Agreement) [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Number of common stock issued upon new issue | 8,484,848 | 1,630,000 | 1,000,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Value of common stock issued upon new issue | $ | $ 140,000 | $ 48,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Number of shares options to purchase | 1,000,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Non-US Entity (Subscription Agreement) [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Number of common stock issued upon new issue | 2,428,571 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Value of common stock issued upon new issue | $ | $ 51,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Non-US Personnel (Subscription Agreement) [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Number of common stock issued upon new issue | 2,318,183 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Value of common stock issued upon new issue | $ | $ 39,394 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Eastern Institutional Funding, LLC [Member] | Notes [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Ownership percentage | 20.00% | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt face amount | $ | $ 68,750 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument,term | 1 year | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Capitoline Ventures II, LLC [Member] | Notes [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Ownership percentage | 20.00% | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt face amount | $ | $ 68,750 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument,term | 1 year | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Eastern Institutional Funding, LLC & Capitoline Ventures II, LLC [Member] | Notes [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Number of shares issued upon conversion | Number | 1,320,000 | 5,114,073 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Investor (Consulting Agreement) [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Number of common stock issued for services | 2,484,000 | 2,819,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Number of warrants called | 1,193,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Exercise price (in dollars per shares) | $ / shares | $ 0.10 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Warrant term | 1 year | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Investor (Investor Relations Services) [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Number of common stock issued for services | 300,000 | 350,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Value of common stock issued for services | $ | $ 90,000 | $ 54,600 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Share price (in dollars per shares) | $ / shares | $ 0.20 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Number of shares options to purchase | 1,500,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Expiration period | 5 years | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Fair value of options | $ | $ 151,434 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Exercise price of options (in dollars per shares) | $ / shares | $ 0.10 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Number of warrants called | 350,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Exercise price (in dollars per shares) | $ / shares | $ 0.20 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Warrant term | 6 months | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Monthly professional fees | $ | $ 18,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Warrant issue expenses | 28,310 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Accredited Investor [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Number of common stock issued for services | 75,000 | 150,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Value of common stock issued for services | $ | $ 52,800 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Number of warrants called | 150,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Warrant term | 3 years | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Investor (Consulting Agreement) [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Number of common stock issued for services | 963,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Value of common stock issued for services | $ | $ 52,708 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Investor (Investor Relations Services) [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Number of common stock issued for services | 500,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Value of common stock issued for services | $ | $ 216,828 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Investor (Investor Relations Services) [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Number of common stock issued for services | 150,000 |
STOCK OPTIONS (Details Narrativ
STOCK OPTIONS (Details Narrative) - USD ($) | 1 Months Ended | 7 Months Ended | 12 Months Ended | ||
Feb. 24, 2015 | Sep. 30, 2015 | Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2013 | |
Stock Option [Member] | |||||
Fair value of the options | $ 0.111 | $ 0.192 | $ 0.565 | ||
Allocated share-based compensation expense | $ 231 | $ 1,711 | $ 203 | ||
Aggregated intrinsic value vested and exercisable options | $ 2,500 | $ 2,500 | |||
Weighted average contractual term | 1 year 7 months 24 days | ||||
Unrecognized compensation expense | $ 249,962 | $ 249,962 | |||
Period for recognition | 1 year 6 months | ||||
2010 Plan [Member] | |||||
Number of shares available under plan | 2,575,000 | ||||
Common stock issued under plan | 1,875,000 | ||||
2014 Plan [Member] | |||||
Number of shares available under plan | 13,100,000 | ||||
Share-based compensation arrangement by share-based payment award, award vesting period | 2 years | ||||
Share price (in dollars per share) | $ 0.14 | ||||
2014 Plan [Member] | Stock Option [Member] | |||||
Number of shares available under plan | 3,175,000 | ||||
Minimum [Member] | |||||
Fair value of the options | $ 0.190 | ||||
Maximum [Member] | |||||
Fair value of the options | $ 0.214 |
STOCK OPTIONS (Details)
STOCK OPTIONS (Details) - Stock Option [Member] - $ / shares | 12 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | |
Number of options: | ||
Outstanding, beginning | 1,128,761 | 778,761 |
Granted | 3,175,000 | 350,000 |
Outstanding, ending | 4,303,761 | 1,128,761 |
Number of options exercisable | 1,847,511 | 684,071 |
Weighted Average Exercise Price: | ||
Outstanding, beginning | $ 0.4530 | $ 0.5763 |
Granted | 0.1400 | 0.1770 |
Outstanding, ending | 0.2220 | 0.4530 |
Number of options exercisable | $ 0.3362 | $ 0.5363 |
STOCK OPTIONS (Details 1)
STOCK OPTIONS (Details 1) | 12 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2013 | |
Dividend yield | 0.00% | 0.00% | 0.00% |
Risk-free interest rate | 1.47% | 0.88% | 0.32% |
Expected term | 5 years | 3 years | 5 years |
Volatility | 147.00% | 390.00% | |
Minimum [Member] | |||
Volatility | 123.00% | ||
Maximum [Member] | |||
Volatility | 157.00% |
STOCK OPTIONS (Details 2)
STOCK OPTIONS (Details 2) | 12 Months Ended |
Sep. 30, 2015$ / sharesshares | |
Number of options and warrants outstanding | 4,303,761 |
Options and warrants outstanding weighted average remaining contractual life | 3 years 9 months 11 days |
Number of option vested and exercisable | 1,847,511 |
$0.01 [Member] | |
Number of options and warrants outstanding | 200,000 |
Options and warrants outstanding weighted average remaining contractual life | 1 year 7 months 24 days |
Number of option vested and exercisable | 125,000 |
Vested and exercisable weighted average exercise price | $ / shares | $ 0.01 |
$0.14 [Member] | |
Number of options and warrants outstanding | 3,175,000 |
Options and warrants outstanding weighted average remaining contractual life | 4 years 4 months 28 days |
Number of option vested and exercisable | 793,750 |
Vested and exercisable weighted average exercise price | $ / shares | $ 0.14 |
$0.3 [Member] | |
Number of options and warrants outstanding | 50,000 |
Options and warrants outstanding weighted average remaining contractual life | 1 year 8 months 19 days |
Number of option vested and exercisable | 50,000 |
Vested and exercisable weighted average exercise price | $ / shares | $ 0.30 |
$0.4 [Member] | |
Number of options and warrants outstanding | 50,000 |
Options and warrants outstanding weighted average remaining contractual life | 1 year 8 months 19 days |
Number of option vested and exercisable | 50,000 |
Vested and exercisable weighted average exercise price | $ / shares | $ 0.40 |
$0.5 [Member] | |
Number of options and warrants outstanding | 50,000 |
Options and warrants outstanding weighted average remaining contractual life | 1 year 8 months 19 days |
Number of option vested and exercisable | 50,000 |
Vested and exercisable weighted average exercise price | $ / shares | $ 0.50 |
$0.5763 [Member] | |
Number of options and warrants outstanding | 778,761 |
Options and warrants outstanding weighted average remaining contractual life | 2 years 6 months 29 days |
Number of option vested and exercisable | 778,761 |
Vested and exercisable weighted average exercise price | $ / shares | $ 0.5763 |
INCOME TAXES (Details Narrative
INCOME TAXES (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | |||||
Dec. 31, 2015 | Sep. 30, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | |
Statutory income tax rate | 35.00% | 35.00% | 35.00% | 35.00% | ||
Net operating loss carry-forward | $ 14,130 | |||||
Israeli Subsidiaries [Member] | ||||||
Effective income tax rate | 25.00% | 26.50% | 25.00% | |||
Net operating loss carry-forward | $ 3,138 |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) $ in Thousands | Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2013 |
Deferred tax assets: | |||
Net operating loss carry-forward | $ 6,331 | $ 3,267 | $ 2,502 |
Valuation allowance | (6,331) | (3,267) | (2,502) |
Deferred tax assets, net of valuation allowance | $ 0 | $ 0 | $ 0 |
INCOME TAXES (Details 1)
INCOME TAXES (Details 1) $ in Thousands | 12 Months Ended |
Sep. 30, 2015USD ($) | |
Income Tax Disclosure [Abstract] | |
Valuation allowance, begining | $ 3,267 |
Increase | 3,064 |
Valuation allowance, ending | $ 6,331 |
INCOME TAXES (Details 2)
INCOME TAXES (Details 2) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2015 | Sep. 30, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Income Tax Disclosure [Abstract] | ||||
Loss before taxes, as reported in the consolidated statements of operations | $ 7,462 | $ 7,376 | $ 1,970 | |
Federal statutory rate | 35.00% | 35.00% | 35.00% | 35.00% |
Theoretical tax benefit on the aboveĀ amount at federal statutory tax rate | $ 2,612 | $ 2,582 | $ 690 | |
Losses and other items for which a valuation allowance was provided or benefit from loss carry forward | $ (2,612) | $ (2,582) | $ (690) |
NET LOSS PER SHARE DATA (Detail
NET LOSS PER SHARE DATA (Details) - Stock Option [Member] - $ / shares | 12 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2013 | |
Options: | |||
Weighted average number | 1,847,511 | 684,071 | 194,690 |
Weighted average exercise price | $ 0.3362 | $ 0.5363 | $ 0.5763 |
OTHER LOSS (INCOMES) (Details N
OTHER LOSS (INCOMES) (Details Narrative) - CTG Clean Technology Group Limited [Member] - USD ($) $ in Thousands | 1 Months Ended | |
May. 30, 2015 | Jan. 31, 2012 | |
Loan receivable | $ 30 | |
Interest rate | 8.00% | |
Recovery of loan previously written-off | $ 38 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - USD ($) | Dec. 14, 2015 | Oct. 21, 2015 | Aug. 18, 2015 | Jun. 12, 2015 | Apr. 15, 2015 | Dec. 08, 2014 | Sep. 21, 2014 | Nov. 20, 2012 | Sep. 30, 2015 |
Number of common stock issued upon new issue | 209,041 | 280,592 | 331,859 | ||||||
Palas Promissory Note [Member] | |||||||||
Loan amount | $ 211,041 | ||||||||
Helios Loan Agreement [Member] | |||||||||
Amount available under loan agreement | $ 5,612,796 | ||||||||
Interest rate | 14.50% | ||||||||
Percentage of financing under loan agreement | 90.00% | ||||||||
Percentage of total required investment under loan agreement | 80.00% | ||||||||
Percentage of repayment of loan and broker fees | 10.00% | ||||||||
Number of days after loan closing | 90 days | ||||||||
Helios Loan Agreement [Member] | Minimum [Member] | |||||||||
Percentage of total required investment under loan agreement | 70.00% | ||||||||
Helios Loan Agreement [Member] | Maximum [Member] | |||||||||
Percentage of total required investment under loan agreement | 80.00% | ||||||||
Euro [Member] | Palas Promissory Note [Member] | |||||||||
Loan amount | $ 188,000 | ||||||||
Euro [Member] | Helios Loan Agreement [Member] | |||||||||
Amount available under loan agreement | $ 5,000,000 | ||||||||
Dr. Borenstein Ltd (Subscription Agreement) [Member] | |||||||||
Number of common stock issued upon new issue | 8,484,848 | 1,630,000 | 1,000,000 | ||||||
Subsequent Event - April Subscription Agreement [Member] | Dr. Borenstein Ltd (Subscription Agreement) [Member] | |||||||||
Number of common stock issued upon new issue | 1,630,000 | ||||||||
Subsequent Event - June Subscription Agreement [Member] | Dr. Borenstein Ltd (Subscription Agreement) [Member] | |||||||||
Number of common stock issued upon new issue | 8,484,848 | ||||||||
Subsequent Event [Member] | EBITDA Agreement [Member] | |||||||||
Annual EBITDA guarantee | $ 4,220,823 | ||||||||
Monthly EBITDA guarantee | 211,041 | ||||||||
Subsequent Event [Member] | Euro [Member] | EBITDA Agreement [Member] | |||||||||
Annual EBITDA guarantee | 3,760,000 | ||||||||
Monthly EBITDA guarantee | 188,000 | ||||||||
Subsequent Event [Member] | Kinexia S.p.A. [Member] | |||||||||
Aggregate purchase price | 5,837,308 | ||||||||
Loan amount - financing purchase price | $ 3,255,422 | ||||||||
Percentage acquired | 100.00% | ||||||||
Percentage of purchase price paid at closing | 50.00% | ||||||||
Subsequent Event [Member] | Kinexia S.p.A. [Member] | Euro [Member] | |||||||||
Aggregate purchase price | $ 5,200,000 | ||||||||
Loan amount - financing purchase price | $ 2,900,000 |
SUBSEQUENT EVENTS (Details Na40
SUBSEQUENT EVENTS (Details Narrative 1) - USD ($) | Dec. 23, 2015 | Nov. 30, 2015 | Sep. 30, 2015 | Sep. 30, 2014 |
Common shares, par value (in dollars per share) | $ 0.001 | $ 0.001 | ||
Exercise price | $ 0.1400 | |||
Subsequent Event [Member] | ||||
Aggregate proceeds from subscription agreement | $ 3,000,000 | |||
Commissions - gross proceeds (percent) | 7.00% | |||
Warrant commission - amount of shares sold (percent) | 8.00% | |||
Price of securities paid by investors (percent) | 110.00% | |||
Subsequent Event [Member] | Exercise Price #1 [Member] | Warrant [Member] | ||||
Percent exercisable | 50.00% | |||
Exercise price | $ 0.05 | |||
Subsequent Event [Member] | Exercise Price #2 [Member] | Warrant [Member] | ||||
Percent exercisable | 50.00% | |||
Exercise price | $ 0.075 | |||
Subsequent Event [Member] | Debentures [Member] | ||||
Senior debenture offering amount | $ 3,000,000 | |||
Number of shares to purchase | 8,000,000 | |||
Common shares, par value (in dollars per share) | $ .001 | |||
Interest rate | 11.00% | |||
Warrant term | 5 years | |||
Subsequent Event [Member] | Debentures [Member] | Eastern Sphere Ltd [Member] | ||||
Percent ownership pledged as collateral | 49.00% | |||
Subsequent Event [Member] | Debentures [Member] | Exercise Price #1 [Member] | ||||
Percent exercisable | 50.00% | |||
Exercise price | $ 0.05 | |||
Subsequent Event [Member] | Debentures [Member] | Exercise Price #2 [Member] | ||||
Percent exercisable | 50.00% | |||
Exercise price | $ 0.075 |