Blue Sphere (BLSP) 10-Q 15 May 17 2017 Q1 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	3 Months Ended
	Mar. 31, 2017	May 12, 2017
Document And Entity Information
Entity Registrant Name	BLUE SPHERE CORP.
Entity Central Index Key	1,419,582
Document Type	10-Q
Trading Symbol	BLSP
Document Period End Date	Mar. 31, 2017
Amendment Flag	false
Current Fiscal Year End Date	--12-31
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 Common Stock, Shares Outstanding		2,211,098
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2,017

CONDENSED CONSOLIDATED BALANCE

CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($) $ in Thousands	Mar. 31, 2017	Dec. 31, 2016
CURRENT ASSETS:
Cash and cash equivalents	$ 242	$ 416
Related Parties	1,493	1,408
Other current assets	76	81
Total current assets	1,811	1,905
PROPERTY, PLANT AND EQUIPMENT, net of accumulated depreciation	48	50
INVESTMENTS IN NOCONSOLIDATED AFFILIATES	10,734	10,137
INVESTMENTS IN NON-CONSOLIDATED SUBSIDIARIES	4,563	4,429
Total assets	17,156	16,521
CURRENT LIABILITIES:
Current maturities of Debentures and long term loan	3,701	2,988
Short term loan	1,370	280
Accounts payables	847	557
Other accounts payable and liabilities	2,085	2,091
Deferred revenues from joint ventures	5,888	5,658
Total current liabilities	13,891	11,574
ACCRUED SEVERANCE PAY	13	11
LONG TERM BANK LOAN	125	112
LONG TERM LOANS AND LIABILITIES	5,049	5,003
WARRANTS TO ISSUE SHARES	1,889	2,045
STOCKHOLDERS' DEFICIENCY:
Common shares of $0.001 par value each: Authorized: 1,750,000,000 shares at March 31, 2017 and December 31, 2016. Issued and outstanding: 2,201,963 shares and 2,147,383 shares at March 31, 2017 and December 31, 2016, respectively.	2	2
Treasury shares	(28)	(28)
Accumulated other comprehensive income	27	33
Additional paid-in capital	44,662	44,262
Accumulated deficit	(48,474)	(46,493)
Total Stockholders' Deficiency	(3,811)	(2,224)
Total liabilities and Stockholders' Deficiency	$ 17,156	$ 16,521

CONDENSED CONSOLIDATED BALANCE3

CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (Parenthetical) - $ / shares	Mar. 31, 2017	Dec. 31, 2016
Condensed 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	2,201,963	2,147,383
Common shares, shares outstanding	2,201,963	2,147,383

CONDENSED CONSOLIDATED STATEMEN

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
OPERATING EXPENSES -
General and administrative expenses	$ 1,194	$ 2,082
Other income		(102)
OPERATING LOSS	1,194	1,980
FINANCIAL EXPENSES, net	940	41
LOSS FROM EXTINGUISHMENT OF DEBENTURE	615
LOSS (GAIN) FROM CHANGE IN FAIR VALUE OF WARRANTS LIABILITY	(337)	1,190
NET LOSS BEFORE EQUITY INCOME (LOSSES)	2,412	3,211
EQUITY INCOME IN NON-CONSOLIDATED AFFILIATES	367
EQUITY INCOME (LOSS) IN NON-CONSOLIDATED SUBSIDIARIES	64	(670)
NET LOSS FOR THE PERIOD	$ 1,981	$ 3,881
Net loss per common share - basic and diluted ( in dollars per share)	$ (0.91)	$ (2.59)
Weighted average number of common shares outstanding during the period - basic and diluted (in shares)	2,165,433	1,497,375	[1]
[1]	Retrospectively adjusted to reflect the 130 - for - 1 reverse stock split

CONDENSED CONSOLIDATED STATEME5

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Parenthetical)	Mar. 24, 2017	Mar. 31, 2016
Condensed Consolidated Statements Of Operations
Reverse stock split ratio	0.0077	0.0077

CONDENSED CONSOLIDATED STATEME6

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (Unaudited) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Income Statement [Abstract]
NET LOSS	$ 1,981	$ 3,881
Other comprehensive income loss, net of tax:
Currency translation adjustments	6	(4)
TOTAL COMPREHENSIVE LOSS	$ 1,987	$ 3,877

STATEMENTS OF CHANGES IN SHAREH

STATEMENTS OF CHANGES IN SHAREHOLDERS' DEFICIENCY (Unaudited) - USD ($) $ in Thousands		3 Months Ended
		Mar. 31, 2017	Mar. 31, 2016
Common Stock [Member]
Increase (Decrease) in Stockholders' Deficiency [Roll Forward]
Balance beginning		$ 2	$ 1	[1]
Balance beginning (in shares)		2,147,383	1,388,481	[1]
Issuance of shares for services	[1],[2]
Issuance of shares for services (in shares)		27,598	4,808	[1]
Extinguish of liability upon shares issuance (in shares)		7,404
Share based compensation (in shares)		19,576
Issuance of common stock, net of issuance costs	[1],[2]
Issuance of common stock, net of issuance costs (in shares)	[1]		276,924
Balance ending		$ 2	$ 1	[1]
Balance ending (in shares)		2,201,961	1,670,211	[1]
Proceeds on amount of Shares [Member]
Increase (Decrease) in Stockholders' Deficiency [Roll Forward]
Balance beginning			$ 165
Issuance of common stock, net of issuance costs			(20)
Balance ending			145
Treasury Shares [Member]
Increase (Decrease) in Stockholders' Deficiency [Roll Forward]
Balance beginning		$ (28)	(28)
Balance ending		(28)	(28)
Accumulated Other Comprehensive Income [Member]
Increase (Decrease) in Stockholders' Deficiency [Roll Forward]
Balance beginning		33
Comprehensive loss		82	4
Balance ending		115	4
Additional paid-In Capital [Member]
Increase (Decrease) in Stockholders' Deficiency [Roll Forward]
Balance beginning		44,262	41,068
Issuance of shares for services		145	385
Extinguish of liability upon shares issuance		47
Share based compensation		221
Issuance of common stock, net of issuance costs			614
Balance ending		44,662	42,067
Accumulated Deficit [Member]
Increase (Decrease) in Stockholders' Deficiency [Roll Forward]
Balance beginning		(46,493)	(44,692)
Comprehensive loss		(1,981)	(3,881)
Balance ending		(48,474)	(48,573)
Balance beginning		$ (2,224)	(3,486)
Balance beginning (in shares)		2,147,383
Issuance of shares for services		$ 145	385
Extinguish of liability upon shares issuance		$ 47
Extinguish of liability upon shares issuance (in shares)		7,406
Share based compensation		$ 221
Issuance of common stock, net of issuance costs			594
Comprehensive loss		(1,987)	(3,877)
Balance ending		$ (3,811)	$ (6,384)
Balance ending (in shares)		2,201,963
[1]	Retrospectively adjusted to reflect the 130 - for - 1 reverse stock split
[2]	less than $1

CONDENSED CONSOLIDATED STATEME8

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss for the period	$ (1,981)	$ (3,881)
Adjustments required to reconcile net loss to net cash provided by (used in) operating activities:
Share based compensation expense	221
Depreciation	2	4
Extinguish of liability upon shares issuance	47
Equity losses (income) in nonconsolidated subsidiary	(64)	670
Equity income in non-consolidated affiliates	(367)
Expenses in respect of convertible notes and loans	680	172
Loss from extinguishment of debenture	615
Changes in warrants liability	(337)	1,190
Expenses in respect of severance pay	2
Issuance of shares for services	132	385
Increase in related parties	(60)	(126)
Decrease (Increase) in other current assets	5	(43)
Increase in other long term assets		(9)
Increase (decrease) in account payables	288	(249)
Increase in other account payables	(36)	293
Net cash used in operating activities	(853)	(1,594)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment		(60)
Net cash used in investing activities		(60)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from short term loans	750	50
Repayment of loans	(68)	(288)
Proceeds from issuance of shares and warrants		1,752
Net cash provided by financing activities	682	1,514
DECREASE IN CASH AND CASH EQUIVALENTS	(171)	(140)
EFFECT OF CHANGES IN EXCHANGE RATES ON CASH BALANCES IN FOREIGN CURRENCIES	(3)	5
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD	416	1,888
CASH AND CASH EQUIVALENTS AT END OF PERIOD	242	1,753
NON-CASH TRANSACTION:
Issuance expense paid through warrants issuance		225
Increase in investments in nonconsolidated affiliates against deferred revenues	230	411
Cash paid during the period for:
Interest	$ 203	$ 25

BASIS OF PRESENTATION

BASIS OF PRESENTATION	3 Months Ended
	Mar. 31, 2017
Basis Of Presentation
BASIS OF PRESENTATION	NOTE 1 – BASIS OF PRESENTATION The accompanying unaudited condensed consolidated financial statements have been prepared on the same basis as the audited annual consolidated financial statements and, in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary to present fairly the financial position and results of operations of Blue Sphere Corporation (the “Company”). These condensed consolidated financial statements and notes thereto are unaudited and should be read in conjunction with the Company’s audited financial statements included in its Annual Report on Form 10-K for the year ended December 31, 2016, as filed with the U.S. Securities and Exchange Commission. The results of operations for the three months ended March 31, 2017 are not necessarily indicative of results that could be expected for the entire fiscal year.

GENERAL

GENERAL	3 Months Ended
	Mar. 31, 2017
General
GENERAL	NOTE 2 – GENERAL Blue Sphere Corporation (the “Company”), together with its wholly-owned subsidiaries, Eastern Sphere Ltd. (“Eastern”), BinoSphere LLC (“Binosphere”), Bluesphere Pavia S.r.l (“Bluesphere Pavia”, formerly called Bluesphere Italy S.r.l.), and Blue Sphere Brabant B.V. (“BSB”), is focused on project integration in the clean energy production and waste to energy markets. 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 May 12, 2015, the Company formed Bluesphere Pavia, a subsidiary of Eastern, in order to acquire certain biogas plants located in Italy (see note 5 below). On September 19, 2016, the Company formed BSB in order to commence operations in the Netherlands. On January 31, 2017, the Company dissolved Johnstonsphere LLC, which had no operations since inception.

CONDENSED CONSOLIDATED FINANCIA

CONDENSED CONSOLIDATED FINANCIAL STATEMENTS	3 Months Ended
	Mar. 31, 2017
Condensed Consolidated Financial Statements
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS	NOTE 3 – CONDENSED CONSOLIDATED FINANCIAL STATEMENTS The accompanying unaudited condensed consolidated financial statements as of March 31, 2017 and for the three months then ended have been prepared in accordance with accounting principles generally accepted in the United States relating to the preparation of financial statements for interim periods. Accordingly, they do not include all the information and footnotes required for annual financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three months ended March 31, 2017 are not necessarily indicative of the results that may be expected for the year ending December 31, 2017. The March 31, 2017 Condensed Balance Sheet data was derived from audited financial statements, but does not include all disclosures required by accounting principles generally accepted in the United States of America. These financial statements should be read in conjunction with the financial statements and notes thereto contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2016.

SIGNIFICANT ACCOUNTING POLICIES

SIGNIFICANT ACCOUNTING POLICIES	3 Months Ended
	Mar. 31, 2017
Accounting Policies [Abstract]
SIGNIFICANT ACCOUNTING POLICIES	NOTE 4 – SIGNIFICANT ACCOUNTING POLICIES A. Unaudited Interim Financial Statements The accompanying unaudited interim condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of U.S. Securities and Exchange Commission Regulation S-X. Accordingly, they do not include all the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments considered necessary for a fair presentation have been included (consisting only of normal recurring adjustments except as otherwise discussed). For further information, reference is made to the consolidated financial statements and footnotes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2016. Operating results for the three months ended March 31, 2017, are not necessarily indicative of the results that may be expected for the year ended December 31, 2017. B. Significant Accounting Policies The significant accounting policies followed in the preparation of these unaudited interim condensed consolidated financial statements are identical to those applied in the preparation of the latest annual financial statements. C. Recent Accounting Standards In January 2017, the FASB issued ASU 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business. This guidance narrows the definition of a business. This standard provides guidance to assist entities with evaluating when a set of transferred assets and activities is a business. This guidance is effective for interim and annual reporting periods beginning after December 15, 2017, and early adoption is permitted. This guidance must be applied prospectively to transactions occurring within the period of adoption. The Company expects to adopt this guidance effective January 1, 2018. The Company does not expect the adoption of this guidance to have a material impact on its financial position, results of operations or cash flows. In January 2017, the Financial Accounting Standards Board, or FASB, issued Accounting Standards Update, or ASU, 2017-04, Intangibles-Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment. This guidance eliminates Step 2 from the goodwill impairment test, instead requiring an entity to recognize a goodwill impairment charge for the amount by which the goodwill carrying amount exceeds the reporting unit’s fair value. This guidance is effective for interim and annual goodwill impairment tests in fiscal years beginning after December 15, 2019, and early adoption is permitted. This guidance must be applied on a prospective basis. The Company expects to adopt this guidance for interim and annual goodwill impairment tests performed on testing dates after January 1, 2017. The Company does not expect the adoption of this guidance to have a material impact on its financial position, results of operations or cash flows. D. Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.

FAIR VALUE MEASUREMENT

FAIR VALUE MEASUREMENT	3 Months Ended
	Mar. 31, 2017
Fair Value Disclosures [Abstract]
FAIR VALUE MEASUREMENT	NOTE 5 – FAIR VALUE MEASUREMENT The Company’s financial assets and liabilities that are measured at fair value on a recurring basis by level within the fair value hierarchy are as follows (in thousands): Balance as of March 31, 2017 Level 1 Level 2 Level 3 Total Liabilities: Obligation to issue shares of Common Stock $ 312 $ — $ — $ 312 Deferred payment due to the acquisition of the SPVs $ — $ — $ 2,756 $ 2,756 Warrants liability $ — $ — $ 1,889 $ 1,889 Total liabilities $ 312 $ — $ 4,645 $ 4,957 As of December 31, 2016 Level 1 Level 2 Level 3 Total Liabilities: Obligation to issue shares of Common Stock $ 187 $ — $ — $ 187 Deferred payment due to the acquisition of the SPVs $ — $ — $ 2,685 $ 2,685 Warrants Liability $ — $ — $ 2,045 $ 2,045 Total liabilities $ 187 $ — $ 4,730 $ 4,917 Deferred payment due to the acquisition of the SPVs - represents the remaining balance of fifty percent (50%) of the purchase price that is due to the sellers on the third anniversary of the closing date (the “Deferred Payment”). The fair value measurement of the fair market value of the Deferred Payment is based on significant inputs not observed in the market and thus represents a Level 3 measurement, which reflects the Company’s own assumptions in measuring fair value. The Company estimated the fair value of the Deferred Payment using the discounted cash flow model. Key assumptions include the level and timing of the expected future payment and discount rate consistent with the level of risk and economy in general. The Deferred Payment due to the acquisition of the SPVs is included in long term loans and Liabilities in the consolidated Balance Sheets and the change in fair value of remaining balance is included in interest expenses in the consolidated statements of income. Deferred payment due to the acquisition of the SPVs Balance at December 31, 2016 $ 2,685 Changes in fair value, interest expense and translation adjustments 71 Balance at March 31, 2017 $ 2,756 Warrant Liability - the estimated fair values of outstanding warrant liability were measured using Black-Scholes valuation models. These valuation models involved using such inputs as the estimated fair value of the underlying stock at the measurement date, risk-free interest rates, expected dividends on stock and expected volatility of the price of the underlying stock. Due to the nature of these inputs, the valuation of the warrants was considered a Level 3 measurement. As of March 31, 2017, and December 31, 2016, the Level 3 liabilities consisted of the Company’s warrant liability. Warrants Liability Balance at December 31, 2016 $ 2,045 Issuance of warrants 181 Changes in fair value (337 ) Balance at March 31, 2017 $ 1,889

GOING CONCERN

GOING CONCERN	3 Months Ended
	Mar. 31, 2017
Going Concern
GOING CONCERN	NOTE 6 – GOING CONCERN The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As of March 31, 2017, the Company had approximately $242 in cash and cash equivalents, approximately $12,080 in negative working capital, a stockholders’ deficit of approximately $3,811 and an accumulated deficit of approximately $48,474. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern. Management anticipates their business will require substantial additional investments that have not yet been secured. Management is continuing in the process of fund raising in the private equity and capital markets as the Company will need to finance future activities. Company’s 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 Company’s continuation as a going concern is dependent on its ability to obtain additional financing as may be required and ultimately to attain profitability.

SHORT TERM LOAN AND DEBENTURES

SHORT TERM LOAN AND DEBENTURES	3 Months Ended
	Mar. 31, 2017
Debt Disclosure [Abstract]
SHORT TERM LOAN AND DEBENTURES	NOTE 7 – SHORT TERM LOAN AND DEBENTURES On February 7, 2017, the Company entered into a 90 day Loan Agreement with Viskoben Limited to borrow $200 at a quarterly interest rate of ten percent (10.0%), or thirty percent (30.0%) if calculated annually (the “Viskoben Note”) On February 14, 2017, the Company received an additional $250 under its private placement of securities closed on October 25, 2016 (the “October Financing”) and issued warrants to purchase up to 25,642 shares of its common stock at an exercise price equal to the lesser of (i) 80% of the per share price of the Company’s common stock in a public offering of up to $15 million of its securities (the “Public Offering”), (ii) $9.75 per share (the deemed aggregate exercise price), (iii) 80% of the unit price offering price in the Public Offering, or (iv) the exercise price of any warrants issued in the Public Offering, pursuant to the amendment of the October Financing. On March 14, 2017, the Company amended the terms of the October Financing, thereby agreeing to issue to the investor shares of the Company’s common stock, notes and warrants, in exchange for up to $1,500 (an increase of $500). On the same date, the Company received an additional $250 and issued warrants to purchase up to 25,642 shares of its common stock at an exercise price equal to the lesser of (i) 80% of the per share price of its common stock in the Public Offering, (ii) $9.75 per share (the deemed aggregate exercise price), (iii) 80% of the unit price offering price in the Public Offering, or (iv) the exercise price of any warrants issued in the Public Offering, pursuant to the amendment of the October Financing. On March 24, 2017, the Company and five of the six holders of the Debentures, representing an aggregate principal balance of $2,000, entered into a First Amendment to Senior Debenture (the “Debenture Amendment”), thereby amending the Debentures to provide that some or all of the principal balance, and accrued but unpaid interest thereon, is convertible into shares of the Company’s common stock at the holders’ election, with such right to convert beginning on the six (6) month anniversary of the Debenture Amendment and ending ten (10) days prior to the date the Debenture matures. The conversion price shall be (a) equal to 80% of the average reported closing price of the Company’s common stock on The NASDAQ Capital Market, calculated using the five (5) trading days immediately following the up-list to The NASDAQ Capital Market, or (b) if the up-list has not occurred, equal to 80% of the average reported closing price of the Company’s common stock on the OTCQB Venture Marketplace, calculated using the five (5) trading days immediately preceding the date of the conversion notice.

CONTINGENT

CONTINGENT	3 Months Ended
	Mar. 31, 2017
Commitments and Contingencies Disclosure [Abstract]
CONTINGENT	NOTE 8 – CONTINGENT On March 15, 2017, Prassas Capital, LLC, an Arizona limited liability company, filed a complaint against the Company alleging breach of contract and seeking (a) unpaid fees in the amount of $1,601 plus interest, (b) issuance of an order of prejudgment attachment and garnishment on the Company’s bank accounts, other property held by the Company and all payments owed to the Company from third parties, (c) an injunction restraining the Company from transferring funds or property outside of the court’s jurisdiction or alternatively that the court appoint a receiver to manage, operate, control and take possession of the Company’s assets, and (d) a declaration that Prassas Capital, LLC has been granted a contractual right to purchase 53,847 shares of the Company’s common stock at a price of $6.50 per share (after giving effect to the reverse stock split described below). This litigation was filed as Prassas Capital, LLC v. Blue Sphere Corporation with the United States District Court for the Western District of North Carolina, Civil Action No. 3:17-CV-00131. The Company disputes the allegations and claims, and intends to rigorously defend against this litigation.

COMMON SHARES

COMMON SHARES	3 Months Ended
	Mar. 31, 2017
Stockholders' Equity Note [Abstract]
COMMON SHARES	NOTE 9– COMMON SHARES On March 24, 2017, the Company completed a reverse stock split of its common stock. As a result of the reverse stock split, the following changes have occurred (i) every one hundred and thirty shares of common stock have been combined into one share of common stock; (ii) the number of shares of common stock underlying each common stock option or common stock warrant have been proportionately decreased on a 130-for-1 basis, and the exercise price of each such outstanding stock option and common warrant has been proportionately increased on a 130-for-1 basis. Accordingly, all option numbers, share numbers, warrant numbers, share prices, warrant prices, exercise prices and losses per share have been adjusted within these consolidated financial statements, on a retroactive basis, to reflect this 130-for-1 reverse stock split. On January 31, 2017, the Company issued 3,109 shares of its common stock to the Former Chief Financial Officer (Israel) of the Company and 2,692 shares of its common stock to Former Chief Financial Officer (U.S.) of the Company under their departure settlement agreements with the Company. The fair market value of the shares at grant date was $41. On February 14, 2017 and March 14, 2017, the Company issued warrants in connection with two (2) separate installments of $250,000 each under the October Financing, with each such five-year warrant providing its holder with the right to purchase up to 25,642 shares of our common stock. (See Note 7). On February 21, 2017, the Company issued 19,576 shares of its common stock to four Directors of the Company and a former Director of the Company for services that were rendered in 2016 and pursuant to the Company’s Amended and Restated Non-Employee Directors Compensation Plan. The fair market value of the shares at grant date was $170. On March 2, 2017, the Company issued 17,949 shares of its common stock to a former consultant pursuant to a letter agreement dated August 8, 2014, whereby the Company had agreed to issue $350 of common stock, determined based on the closing price per share on the OTCQB Venture Marketplace on November 25, 2014, which was $19.50 per share. The letter agreement evidenced a bonus granted by the Company for investor relation and advisory services provided in 2014. In connection with the issuance, on March 1, 2017, the consultant provided to the Company a release and waiver of any and all claims. The fair market value of the shares at grant date was $87. On March 13, 2017, the Company issued 3,847 shares of its common stock to a consultant, pursuant to a consulting agreement dated September 1, 2016, in consideration for financial advisory and consulting services. The fair market value of the shares at grant date was $6. On March 31, 2017, the Company issued 7,406 shares of its common stock to several officers, directors, employees and/or consultants of the Company. All shares issued vested on March 31, 2017 pursuant to grants dated February 24, 2015 under the Company’s Global Share and Options Incentive Enhancement Plan (2014). The fair market value of the shares at grant date was $47.

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS	3 Months Ended
	Mar. 31, 2017
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	NOTE 10 – SUBSEQUENT EVENTS On April 13, 2017 the Company received an additional $250 and issued warrants to purchase up to 25,642 shares of its common stock at an exercise price equal to the lesser of (i) 80% of the per share price of its common stock in the Public Offering, (ii) $9.75 per share (the deemed aggregate exercise price), (iii) 80% of the unit price offering price in the Public Offering, or (iv) the exercise price of any warrants issued in the Public Offering, pursuant to the amendment of the October Financing. On April 28, 2017, the Company extended the maturity date from the earlier of May 1, 2017 or the third business day after the closing of a public offering to the earlier of May 19, 2017 or the third business day after the closing of a public offering. On April 17, 2017, the Company issued 7,840 shares of our common stock to four Directors of the Company for services that were rendered in the first quarter of 2017, pursuant to the Company’s Amended and Restated Non-Employee Directors Compensation Plan. The fair market value of the shares at grant date was $50. On April 30, 2017, the Company dissolved Sustainable Energy Ltd. On May 10, 2017, the Company amended the terms of the October Financing, thereby agreeing to issue to the Investor shares of the Company’s common stock, notes and warrants, in exchange for up to $2,000 (an increase of $500). On the May 11,2017 the Company received an additional $250 and issued warrants to purchase up to 25,642 shares of its common stock at an exercise price equal to the lesser of (i) 80% of the per share price of the Company’s common stock in the Public Offering, (ii) $9.75 per share (the deemed aggregate exercise price), (iii) 80% of the unit price offering price in the Public Offering, or (iv) the exercise price of any warrants issued in the Public Offering, pursuant to the amendment of the October Financing. The Viskoben Note matured on May 7, 2017, and the Company will be in default thereunder if it does not pay the unpaid principal and interest balance within fifteen (15) days after such payment is demanded; as of the date hereof, the holder has not demanded payment and has agreed to withhold its demand until such time as the parties can enter into an amendment to extend the Viskoben Note, which the holder has verbally agreed to do.

SIGNIFICANT ACCOUNTING POLICI19

SIGNIFICANT ACCOUNTING POLICIES (Policies)	3 Months Ended
	Mar. 31, 2017
Accounting Policies [Abstract]
Recent Accounting Standards	C. Recent Accounting Standards In January 2017, the FASB issued ASU 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business. This guidance narrows the definition of a business. This standard provides guidance to assist entities with evaluating when a set of transferred assets and activities is a business. This guidance is effective for interim and annual reporting periods beginning after December 15, 2017, and early adoption is permitted. This guidance must be applied prospectively to transactions occurring within the period of adoption. The Company expects to adopt this guidance effective January 1, 2018. The Company does not expect the adoption of this guidance to have a material impact on its financial position, results of operations or cash flows. In January 2017, the Financial Accounting Standards Board, or FASB, issued Accounting Standards Update, or ASU, 2017-04, Intangibles-Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment. This guidance eliminates Step 2 from the goodwill impairment test, instead requiring an entity to recognize a goodwill impairment charge for the amount by which the goodwill carrying amount exceeds the reporting unit’s fair value. This guidance is effective for interim and annual goodwill impairment tests in fiscal years beginning after December 15, 2019, and early adoption is permitted. This guidance must be applied on a prospective basis. The Company expects to adopt this guidance for interim and annual goodwill impairment tests performed on testing dates after January 1, 2017. The Company does not expect the adoption of this guidance to have a material impact on its financial position, results of operations or cash flows.
Use of Estimates	D. Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.

FAIR VALUE MEASUREMENT (Tables)

FAIR VALUE MEASUREMENT (Tables)	3 Months Ended
	Mar. 31, 2017
Fair Value Disclosures [Abstract]
Schedule of company's financial assets and liabilities that are measured at fair value on a recurring basis by level	The Company’s financial assets and liabilities that are measured at fair value on a recurring basis by level within the fair value hierarchy are as follows (in thousands): Balance as of March 31, 2017 Level 1 Level 2 Level 3 Total Liabilities: Obligation to issue shares of Common Stock $ 312 $ — $ — $ 312 Deferred payment due to the acquisition of the SPVs $ — $ — $ 2,756 $ 2,756 Warrants liability $ — $ — $ 1,889 $ 1,889 Total liabilities $ 312 $ — $ 4,645 $ 4,957 As of December 31, 2016 Level 1 Level 2 Level 3 Total Liabilities: Obligation to issue shares of Common Stock $ 187 $ — $ — $ 187 Deferred payment due to the acquisition of the SPVs $ — $ — $ 2,685 $ 2,685 Warrants Liability $ — $ — $ 2,045 $ 2,045 Total liabilities $ 187 $ — $ 4,730 $ 4,917
Schedule of Deferred payment due to the acquisition of the SPVs	The Deferred payment due to the acquisition of the SPVs is included in long term loans and Liabilities in the consolidated Balance Sheets and the change in fair value of remaining balance is included in interest expenses in the consolidated statements of income. Deferred payment due to the acquisition of the SPVs Balance at December 31, 2016 $ 2,685 Changes in fair value, interest expense and translation adjustments 71 Balance at March 31, 2017 $ 2,756
Schedule of Level 3 liabilities	As of March 31,2017, and December 31, 2016, the Level 3 liabilities consisted of the Company’s warrant liability. Warrants Liability Balance at December 31, 2016 $ 2,045 Issuance of warrants 181 Changes in fair value (337 ) Balance at March 31, 2017 $ 1,889

FAIR VALUE MEASUREMENT (Details

FAIR VALUE MEASUREMENT (Details Narrative)	Mar. 31, 2017
Fair Value Disclosures [Abstract]
Percentage balance of acquisition price due on third anniversary of closing date	50.00%

FAIR VALUE MEASUREMENT (Detai22

FAIR VALUE MEASUREMENT (Details) - Fair Value, Measurements, Recurring [Member] - USD ($) $ in Thousands	Mar. 31, 2017	Dec. 31, 2016
Liabilities:
Obligation to issue restricted shares of Common Stock	$ 312	$ 187
Deferred payment due to the acquisition of the SPVs	2,756	2,685
Warrants Liability	1,889	2,045
Total liabilities	4,957	4,917
Fair Value, Level 1 [Member]
Liabilities:
Obligation to issue restricted shares of Common Stock	312	187
Total liabilities	312	187
Fair Value, Level 3 [Member]
Liabilities:
Deferred payment due to the acquisition of the SPVs	2,756	2,685
Warrants Liability	1,889	2,045
Total liabilities	$ 4,645	$ 4,730

FAIR VALUE MEASUREMENT (Detai23

FAIR VALUE MEASUREMENT (Details 1) $ in Thousands	3 Months Ended
	Mar. 31, 2017USD ($)
Balance at beginning	$ 2,045
Balance at end	1,889
Deferred payment due to the acquisition of the SPVs [Member]
Balance at beginning	2,685
Changes in fair value, interest expense and translation adjustments	71
Balance at end	$ 2,756

FAIR VALUE MEASUREMENT (Detai24

FAIR VALUE MEASUREMENT (Details 2) $ in Thousands	3 Months Ended
	Mar. 31, 2017USD ($)
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Balance at beginning	$ 2,045
Issuance of warrants	181
Changes in fair value	(337)
Balance at end	$ 1,889

GOING CONCERN (Details Narrativ

GOING CONCERN (Details Narrative) - USD ($) $ in Thousands	Mar. 31, 2017	Dec. 31, 2016	Mar. 31, 2016	Dec. 31, 2015
Going Concern Details Narrative
Cash and cash equivalents	$ 242	$ 416	$ 1,753	$ 1,888
Working capital	(12,080)
Stockholders' deficit	(3,811)	(2,224)	$ (6,384)	$ (3,486)
Accumulated deficit	$ (48,474)	$ (46,493)

SHORT TERM LOAN AND DEBENTURES

SHORT TERM LOAN AND DEBENTURES (Details Narrative) $ / shares in Units, $ in Thousands	Mar. 24, 2017USD ($)Number	Feb. 14, 2017USD ($)$ / sharesshares	Feb. 07, 2017USD ($)	Mar. 31, 2017USD ($)	Mar. 31, 2016USD ($)	Mar. 14, 2017$ / sharesshares
Proceeds from short term loans				$ 750	$ 50
October 2016 Financing Agreement [Member]
Proceeds from short term loans		$ 250
October 2016 Financing Agreement [Member] | Warrant [Member]
Number of shares called by warrants | shares		25,642				25,642
Description of warrant exercise price		the lesser of (i) 80% of the per share price of the Company’s common stock in a public offering of up to $15 million of its securities (the “Public Offering”), (ii) $9.75 per share (the deemed aggregate exercise price), (iii) 80% of the unit price offering price in the Public Offering, or (iv) the exercise price of any warrants issued in the Public Offering, pursuant to the amendment of the October Financing
Deemed aggregate warrant exercise price | $ / shares		$ 9.75				$ 9.75
Percentage of per share price of common stock in public offering		80.00%
Percentage of unit offering price in public offering		80.00%
Public offering amount		$ 15,000
Senior Debentures [Member]
Principal balance	$ 2,000
Debt amendment description	amending the Debentures to provide that some or all of the principal balance, and accrued but unpaid interest thereon, is convertible into shares of Common Stock at the holders’ election, with such right to convert beginning on the six (6) month anniversary of the Debenture Amendment and ending ten (10) days prior to the date the Debenture matures
Terms of conversion feature	The conversion price shall be (a) equal to 80% of the average reported closing price of the Common Stock on The NASDAQ Capital Market, calculated using the five (5) trading days immediately following the up-list to The NASDAQ Capital Market, or (b) if the up-list has not occurred, equal to 80% of the average reported closing price of the Common Stock on the OTCQB Venture Marketplace, calculated using the five (5) trading days immediately preceding the date of the conversion notice.
Percentage of average reported closing price for conversion price calculation	80.00%
Trading days used in calculation of conversion price | Number	5
Viskoben Loan Agreement [Member]
Debt face amount			$ 200
Interest rate - annual			30.00%
Interest rate - quarterly			10.00%
Debt term			90 days

CONTINGENT (Details Narrative)

CONTINGENT (Details Narrative) $ / shares in Units, $ in Thousands	Mar. 15, 2017USD ($)$ / sharesshares
Commitments and Contingencies Disclosure [Abstract]
Date of complaint	Mar. 15, 2017
Name of complainant	Prassas Capital, LLC
Description of complaint	alleging breach of contract
Description of damages sought	(a) unpaid fees in the amount of $1,601 plus interest, (b) issuance of an order of prejudgment attachment and garnishment on the Company’s bank accounts, other property held by the Company and all payments owed to the Company from third parties, (c) an injunction restraining the Company from transferring funds or property outside of the court’s jurisdiction or alternatively that the court appoint a receiver to manage, operate, control and take possession of the Company’s assets, and (d) a declaration that Prassas Capital, LLC has been granted a contractual right to purchase 53,847 shares of Common Stock at a price of $6.50 per share (after giving effect to the reverse stock split described below)
Domicile of litigation	Western District of North Carolina
Unpaid fees sought as damages | $	$ 1,601
Shares of common stock | shares	53,847
Price per share | $ / shares	$ 6.50

COMMON SHARES (Details Narrativ

COMMON SHARES (Details Narrative) $ / shares in Units, $ in Thousands	Mar. 31, 2017USD ($)shares	Mar. 24, 2017	Mar. 14, 2017USD ($)$ / sharesshares	Mar. 13, 2017USD ($)shares	Mar. 02, 2017USD ($)shares	Feb. 21, 2017USD ($)shares	Jan. 31, 2017USD ($)shares	Mar. 31, 2017USD ($)	Mar. 31, 2016USD ($)	Feb. 14, 2017$ / sharesshares	Aug. 08, 2014USD ($)$ / shares
Reverse stock split description		(i) every one hundred and thirty shares of common stock have been combined into one share of common stock; (ii) the number of shares of common stock underlying each common stock option or common stock warrant have been proportionately decreased on a 130-for-1 basis, and the exercise price of each such outstanding stock option and common warrant has been proportionately increased on a 130-for-1 basis
Reverse stock split ratio		0.0077							0.0077
Fair value of shares issued for services | $							$ 41	$ 132	$ 385
Consultant One [Member]
Issuance of shares for services (in shares) | shares					17,949
Fair value of shares issued for services | $					$ 87
Amount of shares to be issued, per letter agreement | $											$ 350
Price per share, per letter agreement | $ / shares											$ 19.50
Consultant Two [Member]
Issuance of shares for services (in shares) | shares				3,847
Fair value of shares issued for services | $				$ 6
Global Share and Options Incentive Enhancement Plan (2014) [Member]
Issuance of shares for services (in shares) | shares	7,406
Fair value of shares issued for services | $	$ 47
October 2016 Financing Agreement [Member]
Proceeds from private placement | $			$ 250
October 2016 Financing Agreement [Member] | Warrant [Member]
Warrant term			5 years
Number of shares called by warrants | shares			25,642							25,642
Deemed aggregate warrant exercise price | $ / shares			$ 9.75							$ 9.75
Chief Financial Officer [Member]
Issuance of shares for services (in shares) | shares							3,109
Former Chief Financial Officer [Member]
Issuance of shares for services (in shares) | shares							2,692
Directors [Member] | Global Share and Options Incentive Enhancement Plan (2014) [Member]
Share based compensation (in shares) | shares						19,576
Fair value of shares issued as share based compensation | $						$ 170

SUBSEQUENT EVENTS (Details Narr

SUBSEQUENT EVENTS (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands	May 11, 2017	Apr. 17, 2017	Apr. 13, 2017	Mar. 14, 2017	Feb. 14, 2017
Subsequent Event [Member] | Directors [Member] | Non-Employee Director Compensation Policy [Member]
Share based compensation (in shares)		7,840
Fair value of shares issued as share based compensation		$ 50
October 2016 Financing Agreement [Member]
Proceeds from private placement				$ 250
October 2016 Financing Agreement [Member] | Warrant [Member]
Number of shares called by warrants				25,642	25,642
Description of warrant exercise price					the lesser of (i) 80% of the per share price of the Company’s common stock in a public offering of up to $15 million of its securities (the “Public Offering”), (ii) $9.75 per share (the deemed aggregate exercise price), (iii) 80% of the unit price offering price in the Public Offering, or (iv) the exercise price of any warrants issued in the Public Offering, pursuant to the amendment of the October Financing
Deemed aggregate warrant exercise price				$ 9.75	$ 9.75
Percentage of per share price of common stock in public offering					80.00%
Percentage of unit offering price in public offering					80.00%
October 2016 Financing Agreement [Member] | Subsequent Event [Member]
Proceeds from private placement	$ 250		$ 250
October 2016 Financing Agreement [Member] | Subsequent Event [Member] | Warrant [Member]
Number of shares called by warrants	25,642		25,642
Description of warrant exercise price	exercise price equal to the lesser of (i) 80% of the per share price of Common Stock in the Public Offering, (ii) $9.75 per share (the deemed aggregate exercise price), (iii) 80% of the unit price offering price in the Public Offering, or (iv) the exercise price of any warrants issued in the Public Offering, pursuant to the amendment of the October Financing		exercise price equal to the lesser of (i) 80% of the per share price of Common Stock in the Public Offering, (ii) $9.75 per share (the deemed aggregate exercise price), (iii) 80% of the unit price offering price in the Public Offering, or (iv) the exercise price of any warrants issued in the Public Offering, pursuant to the amendment of the October Financing
Deemed aggregate warrant exercise price	$ 9.75		$ 9.75
Percentage of per share price of common stock in public offering	80.00%		80.00%
Percentage of unit offering price in public offering	80.00%		80.00%
Debt amendment description	amended the terms of the October Financing, thereby agreeing to issue to the Investor shares of the Company’s common stock, notes and warrants, in exchange for up to $2,000 (an increase of $500)