Blue Sphere (BLSP) 10-Q 7 Aug 17 2017 Q2 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	6 Months Ended
	Jun. 30, 2017	Aug. 06, 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	Jun. 30, 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		3,682,762
Document Fiscal Period Focus	Q2
Document Fiscal Year Focus	2,017

CONDENSED CONSOLIDATED BALANCE

CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($) $ in Thousands	Jun. 30, 2017	Dec. 31, 2016
CURRENT ASSETS:
Cash and cash equivalents	$ 2,940	$ 416
Related Parties	1,376	1,408
Other current assets	214	81
Total current assets	4,530	1,905
PROPERTY, PLANT AND EQUIPMENT, net of accumulated depreciation	46	50
INVESTMENTS IN NOCONSOLIDATED AFFILIATES	11,287	10,137
INVESTMENTS IN NON-CONSOLIDATED SUBSIDIARIES	5,089	4,429
Total assets	20,952	16,521
CURRENT LIABILITIES:
Current maturities of Debentures and long term loan	3,868	2,988
Short term loan	817	280
Accounts payables	1,144	557
Other accounts payable and liabilities	2,428	2,091
Deferred revenues from joint ventures		5,658
Total current liabilities	8,257	11,574
ACCRUED SEVERANCE PAY	15	11
LONG TERM BANK LOANS	117	112
LONG TERM LOANS AND LIABILITIES	5,356	5,003
WARRANTS LIABILITY	726	2,045
STOCKHOLDERS' DEFICIENCY:
Common shares of $0.001 par value each: Authorized: 1,750,000,000 shares at June 30, 2017 and December 31, 2016. Issued and outstanding: 3,651,164 shares and 2,147,383 shares at June 30, 2017 and December 31, 2016, respectively	4	2
Treasury shares	(28)	(28)
Accumulated other comprehensive income	48	33
Additional paid-in capital	48,855	44,262
Accumulated deficit	(42,398)	(46,493)
Total Stockholders' Deficiency	6,481	(2,224)
Total liabilities and Stockholders' Deficiency	$ 20,952	$ 16,521

CONDENSED CONSOLIDATED BALANCE3

CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (Parenthetical) - $ / shares	Jun. 30, 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	3,651,164	2,147,383
Common shares, shares outstanding	3,651,164	2,147,383

CONDENSED CONSOLIDATED STATEMEN

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2017	Jun. 30, 2016	Jun. 30, 2017	Jun. 30, 2016
OPERATING EXPENSES
General and administrative expenses	$ 1,186	$ 2,423	$ 2,380	$ 4,505
Other income				(102)
OPERATING LOSS	1,186	2,423	2,380	4,403
FINANCIAL EXPENSES (INCOME), net	712	158	1,652	199
LOSS FROM EXTINGUISHMENT OF DEBENTURE			615
LOSS (GAIN) FROM CHANGE IN FAIR VALUE OF WARRANTS LIABILITY	(1,382)	(244)	(1,719)	946
NET LOSS BEFORE INCOME TAXES AND EQUITY EARNINGS (LOSSES)	(516)	(2,337)	(2,928)	(5,548)
Income Taxes	(45)		(45)
NET LOSS BEFORE EQUITY INCOME (LOSSES)	(561)	(2,337)	(2,973)	(5,548)
EQUITY INCOME IN NON-CONSOLIDATED AFFILIATES	6,441		6,808
EQUITY INCOME (LOSSES) IN NON CONSOLIDATED SUBSIDIARIES	196	(475)	260	(1,145)
NET INCOME (LOSS) FOR THE PERIOD	$ 6,076	$ (2,812)	$ 4,095	$ (6,693)
Net loss per common share - basic and diluted ( in dollars per share)	$ 2.58	$ (1.67)	$ 1.81	$ (4.13)
Weighted average number of common shares outstanding during the period - basic and diluted (in shares)	2,351,187	1,736,709	2,258,830	1,620,485

CONDENSED CONSOLIDATED STATEME5

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Parenthetical)	Mar. 24, 2017	Jun. 30, 2016
Condensed Consolidated Statements Of Operations
Reverse stock split ratio	130	130

CONDENSED CONSOLIDATED STATEME6

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (Unaudited) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2017	Jun. 30, 2016	Jun. 30, 2017	Jun. 30, 2016
Income Statement [Abstract]
NET INCOME (LOSS)	$ 6,076	$ (2,812)	$ 4,095	$ (6,693)
Other comprehensive income loss, net of tax:
Currency translation adjustments	21	3	15	8
TOTAL COMPREHENSIVE LOSS	$ 6,097	$ (2,809)	$ 4,110	$ (6,685)

STATEMENTS OF CHANGES IN SHAREH

STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY (Unaudited) - USD ($) $ in Thousands		Common Stock [Member]		Proceeds on amount of Shares [Member]	Treasury Shares [Member]	Accumulated Other Comprehensive Income [Member]	Additional paid-In Capital [Member]	Accumulated Deficit [Member]	Total
Balance beginning at Dec. 31, 2015		$ 1,256		$ 165	$ (28)		$ 39,832	$ (44,711)	$ (3,486)
Balance beginning (in shares) at Dec. 31, 2015	[1]	1,388,481
Increase (Decrease) in Stockholders' Deficiency [Roll Forward]
Issuance of common stock, net of issuance costs		$ 37		(20)			552		569
Issuance of common stock, net of issuance costs (in shares)	[1]	287,041
Issuance of shares for services		$ 4					579		583
Issuance of shares for services (in shares)	[1]	26,924
Extinguish of liability upon shares issuance		$ 7					625		632
Extinguish of liability upon shares issuance (in shares)	[1]	54,663
Issuance of common stock in respect of issuance of convertible notes		$ 14		$ (145)			131
Issuance of common stock in respect of issuance of convertible notes (in shares)	[1]	107,160
Exercise of warrants		$ 1					40		41
Exercise of warrants (in shares)	[1]	5,385
Comprehensive loss						$ 8		(6,693)	(6,685)
Balance ending at Jun. 30, 2016		$ 1,319			(28)	8	41,766	(51,385)	(8,320)
Balance ending (in shares) at Jun. 30, 2016	[1]	1,869,634
Balance beginning at Dec. 31, 2016		$ 2			(28)	33	44,262	(46,493)	$ (2,224)
Balance beginning (in shares) at Dec. 31, 2016		2,147,383							2,147,383
Increase (Decrease) in Stockholders' Deficiency [Roll Forward]
Issuance of common stock, net of issuance costs		$ 2					4,121		$ 4,123
Issuance of common stock, net of issuance costs (in shares)		1,440,000
Issuance of shares for services			[2]				132		132
Issuance of shares for services (in shares)		27,598
Extinguish of liability upon shares issuance			[2]				47		47
Extinguish of liability upon shares issuance (in shares)		7,406
Share based compensation			[2]				293		293
Share based compensation (in shares)		28,777
Comprehensive loss						15		4,095	4,110
Balance ending at Jun. 30, 2017		$ 4			$ (28)	$ 48	$ 48,855	$ (42,398)	$ 6,481
Balance ending (in shares) at Jun. 30, 2017		3,651,164							3,651,164
[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	6 Months Ended
	Jun. 30, 2017	Jun. 30, 2016
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss for the period	$ 4,095	$ (6,693)
Adjustments required to reconcile net loss to net cash provided by (used in) operating activities:
Share based payments	293	367
Extinguish of liability upon shares issuance	47
Depreciation	4	8
Equity losses (income) in nonconsolidated subsidiary	(260)	1,145
Equity income in non-consolidated affiliates	(6,808)
Expenses in respect of convertible notes and loans	1,088	93
Loss from extinguishment of debenture	615
Changes in warrants liability	(1,719)	946
Expenses in respect of severance pay	4
Issuance of shares for services	132	583
Increase in related parties	128	(191)
Decrease (Increase) in other current assets	(96)	(18)
Increase (decrease) in account payables	579	459
Increase in other account payables	91	447
Net cash used in operating activities	(1,806)	(2,842)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment		(60)
Payments on account of acquisition	(31)
Net cash used in investing activities	(31)	(60)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from short term loans	1,500	50
Repayment of short term loans	(1,200)
Repayment of loans	(81)	(295)
Proceeds from exercise of warrants		41
Proceeds from long term loans	26
Proceeds from issuance of shares and warrants, net of issuance costs	4,123	1,752
Net cash provided by financing activities	4,368	1,548
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS	2,531	(1,354)
EFFECT OF CHANGES IN EXCHANGE RATES ON CASH BALANCES IN FOREIGN CURRENCIES	(7)	1
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD	416	1,888
CASH AND CASH EQUIVALENTS AT END OF PERIOD	2,940	533
NON-CASH TRANSACTION:
Extinguish of debt upon shares issuance		416
Cash paid during the period for:
Interest	$ 391	$ 240

BASIS OF PRESENTATION

BASIS OF PRESENTATION	6 Months Ended
	Jun. 30, 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 six-months and three-months ended June 30, 2017 are not necessarily indicative of results that could be expected for the entire fiscal year.

GENERAL

GENERAL	6 Months Ended
	Jun. 30, 2017
General
GENERAL	NOTE 2 – GENERAL Blue Sphere Corporation (the “Company”), together with its direct and indirect wholly-owned subsidiaries, Eastern Sphere Ltd. (“Eastern”), BinoSphere LLC (“Binosphere”), Bluesphere Pavia S.r.l (“Bluesphere Pavia”), 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. On April 30, 2017, the Company dissolved Sustainable Energy Ltd. On January 31, 2017, the Company dissolved Johnstonsphere LLC, and on April 30, 2017, the Company dissolved Sustainable Energy Ltd., neither of which had any operations. Change in Operator in Italy and Transfer of North Carolina and Rhode Island Project Agreements On July 18, 2017, the Company terminated its four Plant EBITDA Guarantee Agreements dated December 15, 2015 (collectively, the “Plant EBITDA Agreements”) with Austep S.p.A. an Italian corporation (“Austep”), the Company’s former operator in Italy that operated, maintained, and supervised the Company’s four facilities in Italy (the “SPV Facilities”) owned by the Company through its indirect, wholly-owned subsidiaries,Agricerere S.r.l., Agrielektra S.r.l., Agrisorse S.r.l. and Gefa S.r.l (each, an “SPV” and collectively, the “SPVs”). Also as fully described herein, we understand that the agreements relating to the development and operation of our facilities in North Carolina and Rhode Island will be transferred by Austep to its affiliated entity, Andion Italy S.r.l. (“Andion”). Presently, the agreements are validly in force and the parties continue to develop, operate, maintain, and supervise the facilities in North Carolina and Rhode Island. Austep’s Liquidation/Restructuring From the Official Records of the Companies’ Register (the “Official Records”), the Company learned that on June 20, 2017, Austep was put in voluntary liquidation by shareholders’ resolution pursuant to Article 2484 of the Italian Civil Code. Furthermore, the Official Records show that on June 30, 2017, Austep filed a petition in the Bankruptcy Court of Milan (the “Milan Court”) for a creditors’ settlement procedure pursuant to Article 161, paragraph 6 of the Italian Bankruptcy Law, seeking permission to submit a restructuring plan to the court contemplating a partial continuity of its operations, which will then need to be approved by a majority of Austep’s creditors and by the court. According to the Official Records, on June 29, 2017, Austep entered into a Business Unit Lease Agreement (“BULA”) with Andion, with the intent of assuring the regular operation of certain operations and agreements by Andion. Andion is wholly owned by Arcus Holdings Sa, a Luxembourg entity owned by White Cloud Capital II SCSp, which controls Austep Holdings S.p.A. Austep Holdings S.p.A. wholly-owns Austep and Austep USA, and Austep USA wholly-owns Auspark LLC and Austep Rhode Island LLC. Andion is not subject to the liquidation/restructuring of Austep. The BULA provides for, among other things, the transfer of Austep’s entire United States operations and, accordingly, the agreements relating to the delivery and operation of our North Carolina and Rhode Island facilities. The term of the BULA is three (3) months from the effective date of the BULA, and will automatically renew if not terminated by one of the parties with at least thirty (30) days’ written notice. The BULA will become effective upon execution by all parties, and is subject to finalization of negotiations with unions regarding all employees who will not be transferred with the BULA. Presently, the agreements relating to the delivery and operation of our North Carolina and Rhode Island facilities are validly in force, and the parties continue to develop, operate, maintain, and supervise the North Carolina and Rhode Island facilities in accordance with the terms of such agreements. If and when the BULA becomes effective, we anticipate that Andion will continue to operate, maintain, and supervise the North Carolina and Rhode Island facilities for the foreseeable future. On July 12, 2017, Austep personnel shut down the engines at all of the SPV Facilities, and exited all four sites. The Company immediately notified Banca IMI S.p.A. (“Banca IMI”), the SPVs’ lender, and began coordinating with Banca IMA on its remedial action plan. On July 14, 2017, the Company notified Austep’s liquidator, in accordance with the Plant EBITDA Agreements, that because (i) Austep had neglected specified contractual obligations concerning maintenance of the SPV Facilities, which each SPV had notified Austep of on June 21, 2017, and (ii) Austep, without notice, abandoned the SPV Facilities, the Company had taken over direct management and supervision of the SPV Facilities to ensure their proper operation, safety and security. The Company reserved all rights to claim any and all damages arising as a consequence of Austep’s conduct, including costs incurred by the Company in its intervention. On the same date, the Company entered into a Biogas Plants’ Ordinary Management Proposal with Società Agricola Burnigaia Società Semplice d/b/a La Fenice (“La Fenice”), an Italian company experienced in the operation of biogas plants, pursuant to which La Fenice will immediately operate and supervise the SPV Facilities (the “Interim Operation Agreement”). The Interim Operation Agreement provides that we will pay La Fenice €10,000 per facility per month. The Interim Operation Agreement renews automatically each month, unless terminated by either party. The Company and La Fenice are operating pursuant to the Interim Operation Agreement, and are presently negotiating a definitive agreement. Pursuant to the Interim Operation Agreement, La Fenice personnel were on-site at the SPV Facilities on July 14, 2017 and began start-up of the engines at each facility. On July 17, 2017, the Company received a copy of the decree issued by the Milan Court dated July 6, 2017, whereby the Milan Court approved Austep’s petition for a creditors’ settlement procedure and declared that Austep shall, by November 3, 2017, submit (i) the final debt restructuring plan and a request for certification of the restructuring agreement’s debts. The Milan Court appointed a judicial commissioner to supervise Austep’s activities through November 3, 2017 and report to the Court every fact constituting a breach of Austep’s obligations under the relevant provisions of the Italian Bankruptcy Law. In addition, the Milan Court declared that Austep shall not, without the Milan Court’s authorization, (i) perform any extraordinary operation, (ii) repay any receivable accrued before the opening of the judicial procedure, or (iii) suspend any pending agreement or enter into any new loan agreement. On July 18, 2017, the SPVs delivered to Austep a notice of termination of the Plant EBITDA Agreements due to several breaches of Austep’s obligations, representations and warranties thereunder including without limitation those outlined in the notice provided to Austep’s liquidator on July 14, 2017. The Company further notified Austep that, as a consequence of early termination, (i) it is obligated to pay to a penalty of €85,000 to each SPV, and (ii) that Austep will be deemed liable to hold the SPVs harmless and indemnified for any direct and indirect losses (including loss of business), damages, costs of engaging replacement contractors and suppliers, costs relating to the supply of feedstock for years 2017 through 2018, insurance premium costs, costs incurred in connection with the financing facility agreement with Banca IMI, and any other expenses or other liabilities incurred or to be incurred by the SPVs as a consequence of or in connection with Austep’s breaches, actions and/or omissions under the Plant EBITDA Agreements. The notice was prepared in coordination with Banca IMI. The Company intended for the Interim Operation Agreement to serve as a short-term solution to remediate any potential losses resulting from Austep’s breach of performance and its liquidation/restructuring. The Company is also currently negotiating with multiple prospective operators who can perform full-service operation, maintenance, and supervision of the SPV Facilities, and supply feedstock to the SPV Facilities, on equal or better terms than Austep under the now-terminated Plant EBITDA Agreements. The Udine, Italy Acquisition On June 29, 2017, the Company entered into a Share Purchase Agreement (the “Udine SPA”) with PRONTO VERDE A.G. (the “Seller”), relating to the purchase of one hundred percent (100%) of the share capital of FUTURIS PAPIA S.r.l., a limited liability company organized under the laws of Italy (the “Udine SPV”), which owns and operates a 0.995 Kw plant for the production of electricity from vegetal oil located in Udine, Italy. The closing in relation to the Udine SVP shall be on or before July 15, 2017. The agreed purchase price of the Udine SPV is two million three hundred fifty-eight thousand euros (€2,358) (approximately $2,673). The purchase price is subject to post-closing adjustments based on net financial position, net working capital, and certain net receivables to be calculated on the basis of the Udine SPV’s final closing audited financial statements. The purchase price will be paid to the Seller on or before closing, less (a) one million two hundred ninety thousand euros (€1,290) (approximately USD $1,462) to repay the balance of a mortgage loan on the Udine SPV; (b) a brokerage fee payable by the Seller in the amount of one hundred thousand euros (€100) (approximately USD $113); and (c) one hundred thousand euros (€100) (approximately USD $113) to be held in escrow. The balance thereafter payable, if any, to the Seller will be paid by September 30, 2017. On July 31, 2017, The Company and its subsidiary entered into a Second and Third Amendment Agreement to Udine SPA with the Seller whereby the following amendments were made to the Udine SPA: (i) the Closing Date as defined in Udine SPA, was extended to September 4, 2017; (ii) in the event that the Company is unable to perform pursuant to the Udine SPA, it shall be required to pay a “Default Penalty” as defined in the Purchase Agreement, of €600 (approximately USD $713) to Seller and guarantee additional payment of €400 (approximately USD $475) by the Seller to a related third party ; (iii) in the event that the Company does not pay the “Advance Payment”, as defined in the Udine SPA, the Seller shall have the right to terminate the Udine SPA; and (iv) the Company shall pay to Seller, as an “Advance Payment amount equal to €1,200 (approximately USD $1,427), as more fully described in the Second Amendment. On August 4, 2017, the Company paid the Advance Payment in the amount of €1,200 (approximately USD $1,427) to the Seller. The Cantu, Italy Acquisition On June 29, 2017, the Company entered into a Share Purchase Agreement (the “Cantu SPA”) with the Seller, relating to the purchase of one hundred percent (100%) of the share capital of ENERGYECO S.r.l., a limited liability company organized under the laws of Italy (the “Cantu SPV”), which owns and operates a 0.990 Kw plant for the production of electricity from vegetal oil located in Cantù, Italy. The closing in relation to the Cantu SVP shall be on or before September 27, 2017 and is subject to specified conditions precedent including, but not limited to, consummation of an acquisition of all the minority share capital of the Cantu SPV by the Seller from the minority shareholders of the Cantu SPV, delivery of audited closing financial statements of the Cantu SPV by Seller, and receipt of consent from the lenders and confirmation to accept repayment of certain of Cantu SPV’s Loans. The agreed purchase price of the Cantu SPV is two million two hundred thousand euros (€2,200) (approximately USD $2,490). The purchase price is subject to post-closing adjustment based on net financial position, net working capital, and certain net receivables, to be calculated on the basis of the Cantu SPV’s final closing audited financial statements. The purchase price will be paid to the Seller at closing, less (a) an amount of one hundred fifty thousand euros (€150) (approximately USD $179) to be paid on or before July 13, 2017 and held in escrow until closing; (b) one million ten thousand two hundred and eighty euros (€1,010) (approximately USD $1,145) to repay the balance of two loans payable of the Cantu SPV; (c) a brokerage fee payable by the Seller in the amount of sixty thousand euros (€60) (approximately USD $68); and (d) one hundred thousand euros (€100) (approximately USD $113) to be held in escrow.

CONDENSED CONSOLIDATED FINANCIA

CONDENSED CONSOLIDATED FINANCIAL STATEMENTS	6 Months Ended
	Jun. 30, 2017
Condensed Consolidated Financial Statements
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS	NOTE 3 – CONDENSED CONSOLIDATED FINANCIAL STATEMENTS The accompanying unaudited condensed consolidated financial statements as of June 30, 2017 and for the six-months and 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 six-months and three-months ended June 30, 2017 are not necessarily indicative of the results that may be expected for the year ending December 31, 2017. The June 30, 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	6 Months Ended
	Jun. 30, 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 June 30, 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. In May 2017, the Financial Accounting Standards Board, or FASB, issued Accounting Standards Update, or ASU, 2017-9, Stock Compensation (Topic 718): Scope of Modification Accounting. The ASU limits the circumstances in which an entity applies modification accounting. When an award is modified, an entity does not apply the guidance in ASC 718-20-35-3 through 35-9 if it meets all of the following criteria: (i) The fair value (or calculated value or intrinsic value, if such an alternative measurement method is used) of the modified award is the same as the fair value (or calculated value or intrinsic value, if such an alternative measurement method is used) of the original award immediately before the original award is modified. (ii) The vesting conditions of the modified award are the same as the vesting conditions of the original award immediately before the original award is modified. (iii) The classification of the modified award as an equity instrument or a liability instrument is the same as the classification of the original award immediately before the original award is modified. The ASU also removes the guidance in ASC 718 stating that modification accounting is not required when an entity adds an antidilution provision as long as that modification is not made in contemplation of an equity restructuring. In July 2017, the Financial Accounting Standards Board, or FASB, issued Accounting Standards Update, or ASU, 2017-11, Earnings Per Share (Topic 260); Distinguishing Liabilities from Equity (Topic 480); Derivatives and Hedging (Topic 815): (Part I) Accounting for Certain Financial Instruments with Down Round Features, (Part II) Replacement of the Indefinite Deferral. The ASU applies to issuers of financial instruments with down-round features. It amends (1) the classification of such instruments as liabilities or equity by revising the guidance in ASC 815 on the evaluation of whether instruments or embedded features with down-round provisions must be accounted for as derivative instruments and (2) the guidance on recognition and measurement of the value transferred upon the trigger of a down-round feature for equity-classified instruments by revising ASC 260. The ASU is effective for public business entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. For all other organizations, the amendments are effective for fiscal years beginning after December 15, 2019, and interim periods within fiscal years beginning after December 15, 2020. Early adoption is permitted. 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	6 Months Ended
	Jun. 30, 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 June 30, 2017 Level 1 Level 2 Level 3 Total Liabilities: Obligation to issue shares of Common Stock $ 500 $ — $ — $ 500 Deferred payment due to the acquisition of the SPVs $ — $ — $ 2,968 $ 2,968 Warrants liability $ — $ — $ 726 $ 726 Total liabilities $ 500 $ — $ 3,694 $ 4,194 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 Per the Share Purchase Agreement (the "Italy Projects Agreement") with Volteo Energie S.p.A., Agriholding S.r.l., and Overland S.r.l. ("the Sellers") the Company agreed to pay the remaining balance of fifty percent (50%) of the purchase price along with annual interest rate of two percent (2%), less certain credits that is due to the sellers on the third anniversary of the closing date (the "Deferred Payment"). The Purchase Price is subject to certain adjustments and to an adjustment based on the actual EBITDA results in the 18 months following the Closing Date, per the following mechanism: (a) If the actual EBITDA in the 18 months following the Closing Date divided by 1.5 is greater than € 934, then the deferred payment shall be increased by the amount equal to fifty percent (50%) of the difference. (b) If the actual EBITDA in the 18 months following the Closing Date divided by 1.5 is lesser than € 934, then the deferred payment shall be reduced by the amount of the amount necessary to maintain a Purchase Price that yields an Equity IRR of twenty-five percent (25%), but not more than 35% of the remaining balance. On July 21, 2017, the Company notified the sellers its current deferred payment estimate Pursuant to Article 3.03 of the Italy Projects Agreement regulating the “Deferred payment adjustment mechanism”. On July 28, 2017, the Sellers notified the Company that they do not agree with the Company’s estimate. 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 283 Balance at June 30, 2017 $ 2,968 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 June 30, 2017, and December 31, 2016, the Level 3 liabilities consisted of the Company’s warrant liability. Warrants Balance at December 31, 2016 $ 2,045 Issuance of warrants 399 Changes in fair value (1,718 ) Balance at June 30, 2017 $ 726

GOING CONCERN

GOING CONCERN	6 Months Ended
	Jun. 30, 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 June 30, 2017, the Company had approximately $2,940 in cash and cash equivalents, approximately $3,727 in negative working capital, a stockholders’ equity of approximately $6,481 and an accumulated deficit of approximately $42,398. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. Company’s ability to continue as a going concern is dependent upon raising capital from financing transactions and revenue from operations. 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.

NEWLY ISSUED ACCOUNTING PRONOUN

NEWLY ISSUED ACCOUNTING PRONOUNCEMENTS	6 Months Ended
	Jun. 30, 2017
Accounting Changes and Error Corrections [Abstract]
NEWLY ISSUED ACCOUNTING PRONOUNCEMENTS	NOTE 7 – NEWLY ISSUED ACCOUNTING PRONOUNCEMENTS No new accounting standards have been adopted since the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2016 was filed.

SHORT TERM LOAN AND DEBENTURES

SHORT TERM LOAN AND DEBENTURES	6 Months Ended
	Jun. 30, 2017
Debt Disclosure [Abstract]
SHORT TERM LOAN AND DEBENTURES	NOTE 8 – 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 June 27, 2017, the Loan was fully paid by the Company. 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 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 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 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. On June 7, 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 June 29, 2017, the Company extended the maturity date from the earlier of July 25, 2017 or the third business day after the closing of a public offering to the earlier of July 25, 2017 or the third business day after the closing of a public offering. On June 30, 2017, the Company repaid $1,000 of the outstanding balance of the October 2016 Note. As of June 30, 2017, the amortized outstanding balance of the October 2016 Note is $817. 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	6 Months Ended
	Jun. 30, 2017
Commitments and Contingencies Disclosure [Abstract]
CONTINGENT	NOTE 9 – CONTINGENT From time to time the Company may be a party to commercial and litigation matters involving claims against the Company. None of the Company’s directors, officers, nonconsolidated affiliates, or any owner of record or beneficially of more than five percent of the Company’s Common Stock, is involved in a material proceeding adverse to the Company and its subsidiaries or has a material interest adverse to the Company or its subsidiaries. The Company accrues a liability for such matters when it is probable that future expenditures will be made and such expenditures can be reasonably estimated. In management’s opinion, there are no current matters that would have a material effect on the Company’s financial position or results of operations and no contingent liabilities requiring accrual as of June 30, 2017. On October 22, 2016, the law firm of JS Barkats PLLC filed a complaint against the Company and its Chief Executive Officer, seeking allegedly unpaid legal fees for services rendered from June 9, 2011 through April 23, 2012 in the amount of $428 thousands, plus interest for a total of $652 thousands. This Litigation was filed as JS Barkats PLLC v. Blue Sphere Corporation and Shlomo Palas with the Supreme Court of the State of New York for the County of New York , Index No. 655600/2016. On October 26, 2016, without notice to the Company or its Chief Executive Officer or an opportunity to be heard, the New York Court issued a Temporary Restraining Order (the “TRO”) in favor JS Barkats PLLC, prohibiting the Company and Mr. Palas from transferring or dissipating any assets up to $652. On October 31, 2016, the Company removed the Barkats Litigation to federal court, filed as JS Barkats PLLC v. Blue Sphere Corporation and Shlomo Palas with the United Stated District Court, Southern District Court of New York, Docket No. 1:16-cv-08404, and on December 6, 2016, Mr. Barkats filed a motion to remand to the New York Court and request for oral argument. The Company terminated the services of JS Barkats LLC in 2012 and management believe the claims brought by JS Barkats PLLC are without merit, that the TRO was improvidently granted, and that JS Barkats PLLC misrepresented, mischaracterized and omitted material facts and the law in seeking the TRO. On July 10, 2017, the Federal Court granted JS Barkats PLLC’s motion to remand the action to the New York Court, but denied JS Barkats PLLC’s request for costs and fees in bringing its remand petition. The Federal Court did not rule upon whether plaintiff’s complaint should be dismissed and/or the matter compelled to arbitration and did not rule upon Plaintiff’s motion to hold the Company and Mr. Palas in contempt for allegedly violating the TRO. The Federal Court has since remanded the case back to the New York Court where it is currently pending. The Company terminated the services of JS Barkats LLC in 2012 and believe the claims brought by JS Barkats PLLC are without merit, that the TRO was improvidently granted, and that JS Barkats PLLC misrepresented, mischaracterized and omitted material facts and the law in seeking the TRO. The Company intend to vigorously defend against this Litigation, the TRO and any other attempts to attach the assets of the Company. 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. On April 10, 2017, the Company filed its answer in the Prassas Litigation, denying the underlying factual allegations contained in the complaint and denying the contention that Prassas is entitled to any relief. In addition to filing its answer, the Company (1) moved for the court to dismiss the Prassas Litigation, because of Prassas’ failure to plead one or more essential elements of its claims, and (2) brought against Prassas claims of fraud, breach of fiduciary duty, constructive fraud, negligence, unjust enrichment and punitive damages. The Company seeks reimbursement of amounts fraudulently or negligently billed by Prassas and paid by the Company of not less than $833, pre and post judgement interest, attorney’s fees and costs actually incurred in defending the Prassas Litigation. On May 10, 2017, Prassas filed its answer to the Company’s response, whereby Prassas moved for the court to dismiss the Company’s counterclaims alleging that, among other things, the Company did not plead one or more essential elements of its claims. On June 2, 2017, the Company responded by filing with the court its memorandum in opposition to Prassas’ motion dismiss the Company’s counterclaims, and further to motion for a partial judgement on the pleadings of the Company’s counterclaims in the amount of $833, plus pre-judgment and post-judgment interest. The Company intend to vigorously defend against this Litigation, the TRO and any other attempts to attach the assets of the Company.

COMMON SHARES

COMMON SHARES	6 Months Ended
	Jun. 30, 2017
Stockholders' Equity Note [Abstract]
COMMON SHARES	NOTE 10 – 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 its 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. On April 17, 2017, the Company issued 7,840 shares of its 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 June 22, 2017, the Company raised $4,500 in gross proceeds and $4,123 in net proceeds from the sale of 1,440,000 shares of its common stock together with warrants with one warrant entitling the holder thereof to purchase one share of Common Stock at a price equal to $3.30 per share in a self-underwritten “best efforts” offering to certain investors. The purchase price paid by the investors was $3.125 for one share of common stock and one warrant. The warrants are immediately exercisable and expire five years from the date of issuance. The shares of common stock and warrants were immediately separable and were issued separately. The shares of common stock and the shares of common stock underlying the warrants were registered by the Company with the U.S. Securities and Exchange Commission, and were offered and sold pursuant to a final prospectus, Registration No. 333-21869, filed on June 19, 2017, which became effective on the same date.

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS	6 Months Ended
	Jun. 30, 2017
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	NOTE 11 – SUBSEQUENT EVENTS On July 5, 2017, the Company issued 18,520 shares of its 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 the same date, the Company issued 6,539 shares of its common stock to the its Chief Financial Officer under his service agreements with the Company. The fair market value of the shares at grant date was $21. On July 11, 2017, the Company issued 6,539 shares of its common stock to its Executive Vice President pursuant the Personal Employment Agreement between the Company and him, dated January 1, 2016, for services rendered to the Company thereunder. The fair market value of the shares at grant date was $17.

SIGNIFICANT ACCOUNTING POLICI20

SIGNIFICANT ACCOUNTING POLICIES (Policies)	6 Months Ended
	Jun. 30, 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. In May 2017, the Financial Accounting Standards Board, or FASB, issued Accounting Standards Update, or ASU, 2017-9, Stock Compensation (Topic 718): Scope of Modification Accounting. The ASU limits the circumstances in which an entity applies modification accounting. When an award is modified, an entity does not apply the guidance in ASC 718-20-35-3 through 35-9 if it meets all of the following criteria: (i) The fair value (or calculated value or intrinsic value, if such an alternative measurement method is used) of the modified award is the same as the fair value (or calculated value or intrinsic value, if such an alternative measurement method is used) of the original award immediately before the original award is modified. (ii) The vesting conditions of the modified award are the same as the vesting conditions of the original award immediately before the original award is modified. (iii) The classification of the modified award as an equity instrument or a liability instrument is the same as the classification of the original award immediately before the original award is modified. The ASU also removes the guidance in ASC 718 stating that modification accounting is not required when an entity adds an antidilution provision as long as that modification is not made in contemplation of an equity restructuring. In July 2017, the Financial Accounting Standards Board, or FASB, issued Accounting Standards Update, or ASU, 2017-11, Earnings Per Share (Topic 260); Distinguishing Liabilities from Equity (Topic 480); Derivatives and Hedging (Topic 815): (Part I) Accounting for Certain Financial Instruments with Down Round Features, (Part II) Replacement of the Indefinite Deferral. The ASU applies to issuers of financial instruments with down-round features. It amends (1) the classification of such instruments as liabilities or equity by revising the guidance in ASC 815 on the evaluation of whether instruments or embedded features with down-round provisions must be accounted for as derivative instruments and (2) the guidance on recognition and measurement of the value transferred upon the trigger of a down-round feature for equity-classified instruments by revising ASC 260. The ASU is effective for public business entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. For all other organizations, the amendments are effective for fiscal years beginning after December 15, 2019, and interim periods within fiscal years beginning after December 15, 2020. Early adoption is permitted.
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)	6 Months Ended
	Jun. 30, 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 June 30, 2017 Level 1 Level 2 Level 3 Total Liabilities: Obligation to issue shares of Common Stock $ 500 $ — $ — $ 500 Deferred payment due to the acquisition of the SPVs $ — $ — $ 2,968 $ 2,968 Warrants liability $ — $ — $ 726 $ 726 Total liabilities $ 500 $ — $ 3,694 $ 4,194 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	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 283 Balance at June 30, 2017 $ 2,968
Schedule of Level 3 liabilities	As of June 30, 2017, and December 31, 2016, the Level 3 liabilities consisted of the Company’s warrant liability. Warrants Balance at December 31, 2016 $ 2,045 Issuance of warrants 399 Changes in fair value (1,718 ) Balance at June 30, 2017 $ 726

GENERAL (Details Narrative)

GENERAL (Details Narrative) € in Thousands, $ in Thousands	Aug. 04, 2017USD ($)	Aug. 04, 2017EUR (€)	Jun. 30, 2017USD ($)	Jul. 31, 2017USD ($)	Jul. 31, 2017EUR (€)	Jul. 14, 2017EUR (€)	Jun. 30, 2017EUR (€)
FUTURIS PAPIA S.r.L. [Member]
Effective date of acqusition			Jul. 15, 2017
Ownership interest acquired			100.00%				100.00%
Purchase price of acquisition | $			$ 2,673
Balance of loans to be paid by buyer | $			1,462
Brokerage fee payable by seller | $			113
Amount to be held in escrow | $			$ 113
FUTURIS PAPIA S.r.L. [Member] | Euro [Member]
Purchase price of acquisition							€ 2,358
Balance of loans to be paid by buyer							1,290
Brokerage fee payable by seller							100
Amount to be held in escrow							€ 100
ENERGYECO S.r.L. [Member]
Effective date of acqusition			Sep. 27, 2015
Ownership interest acquired			100.00%				100.00%
Purchase price of acquisition | $			$ 2,490
Purchase price to be paid and held in escrow | $			179
Balance of loans to be paid by buyer | $			1,145
Brokerage fee payable by seller | $			68
Amount to be held in escrow | $			$ 113
ENERGYECO S.r.L. [Member] | Euro [Member]
Purchase price of acquisition							€ 2,200
Purchase price to be paid and held in escrow							150
Balance of loans to be paid by buyer							1,010
Brokerage fee payable by seller							60
Amount to be held in escrow							€ 100
Subsequent Event [Member] | Euro [Member]
Facility fee per month per facility						€ 10
Penalty payment due to each SPV						€ 85
Subsequent Event [Member] | FUTURIS PAPIA S.r.L. [Member]
Default penalty payable to seller | $				$ 713
Guarantee additional payment by seller to related party | $				475
Advance payment amount payable to seller | $				$ 1,427
Advance payment made to seller | $	$ 1,427
Subsequent Event [Member] | FUTURIS PAPIA S.r.L. [Member] | Euro [Member]
Default penalty payable to seller					€ 600
Guarantee additional payment by seller to related party					400
Advance payment amount payable to seller					€ 1,200
Advance payment made to seller		€ 1,200

FAIR VALUE MEASUREMENT (Details

FAIR VALUE MEASUREMENT (Details Narrative) - Italy Projects Agreement [Member] € in Thousands	6 Months Ended
	Jun. 30, 2017EUR (€)
Interest rate	2.00%
Period of adjustments after closing date	18 months
Actual EBITDA divisor	1.5
Percentage balance of acquisition adjustment added to deferred payment	50.00%
Equity IRR	25.00%
Percentage balance of acquisition adjustment deducted from deferred payment	35.00%
Euro [Member] | Minimum [Member]
Computed threshold of EBITDA	€ 934
Euro [Member] | Maximum [Member]
Computed threshold of EBITDA	€ 934

FAIR VALUE MEASUREMENT (Detai24

FAIR VALUE MEASUREMENT (Details) - Fair Value, Measurements, Recurring [Member] - USD ($) $ in Thousands	Jun. 30, 2017	Dec. 31, 2016
Liabilities:
Obligation to issue restricted shares of Common Stock	$ 500	$ 187
Deferred payment due to the acquisition of the SPVs	2,968	2,685
Warrants Liability	726	2,045
Total liabilities	4,194	4,917
Fair Value, Level 1 [Member]
Liabilities:
Obligation to issue restricted shares of Common Stock	500	187
Total liabilities	500	187
Fair Value, Level 3 [Member]
Liabilities:
Deferred payment due to the acquisition of the SPVs	2,968	2,685
Warrants Liability	726	2,045
Total liabilities	$ 3,694	$ 4,730

FAIR VALUE MEASUREMENT (Detai25

FAIR VALUE MEASUREMENT (Details 1) $ in Thousands	6 Months Ended
	Jun. 30, 2017USD ($)
Balance at beginning	$ 2,045
Balance at end	726
Deferred payment due to the acquisition of the SPVs [Member]
Balance at beginning	2,685
Changes in fair value, interest expense and translation adjustments	283
Balance at end	$ 2,968

FAIR VALUE MEASUREMENT (Detai26

FAIR VALUE MEASUREMENT (Details 2) $ in Thousands	6 Months Ended
	Jun. 30, 2017USD ($)
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Balance at beginning	$ 2,045
Issuance of warrants	399
Changes in fair value	(1,718)
Balance at end	$ 726

GOING CONCERN (Details Narrativ

GOING CONCERN (Details Narrative) - USD ($) $ in Thousands	Jun. 30, 2017	Dec. 31, 2016	Jun. 30, 2016	Dec. 31, 2015
Going Concern Details Narrative
Cash and cash equivalents	$ 2,940	$ 416	$ 533	$ 1,888
Working capital	3,727
Stockholders' deficit	6,481	(2,224)	$ (8,320)	$ (3,486)
Accumulated deficit	$ (42,398)	$ (46,493)

SHORT TERM LOAN AND DEBENTURES

SHORT TERM LOAN AND DEBENTURES (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands	Jun. 30, 2017	Jun. 07, 2017	May 11, 2017	May 10, 2017	Apr. 13, 2017	Mar. 24, 2017	Mar. 14, 2017	Feb. 14, 2017	Feb. 07, 2017	Jun. 30, 2017	Jun. 30, 2016	Jun. 22, 2017
Proceeds from short term loans										$ 1,500	$ 50
Warrant exercise price												$ 3.30
First Amendment to Senior Debentures [Member]
Principal balance						$ 2,000
Percentage of average reported closing price						80.00%
Number of trading days						5 days
Start of conversion period of debentures						6 months
End of conversion period of debentues						10 days
October Financing [Member]
Proceeds from short term loans			$ 250
Percentage of per share price of common stock in public offering			80.00%
Viskoben Loan Agreement [Member]
Debt face amount									$ 200
Interest rate - annual									30.00%
Interest rate - quarterly									10.00%
Debt term									90 days
October Financing [Member]
Debt face amount				$ 2,000			$ 1,500
Principal balance	$ 817									$ 817
Increase in debt amount				$ 500			500
Proceeds from short term loans		$ 250			$ 250		$ 250	$ 250
Number of shares called by warrants		25,462	25,462		25,462		25,462	25,642
Warrant exercise price		$ 9.75	$ 9.75		$ 9.75		$ 9.75	$ 9.75
Percentage of per share price of common stock in public offering		80.00%			80.00%		80.00%	80.00%
Public offering amount								$ 15,000
Repayment of note	$ 1,000

CONTINGENT (Details Narrative)

CONTINGENT (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands	Apr. 10, 2017	Mar. 15, 2017	Oct. 22, 2016
Barkats Litigation [Member]
Loss Contingencies [Line Items]
Date of complaint			Oct. 22, 2016
Name of complainant			JS Barkats PLLC
Description of complaint			allegedly unpaid legal fees for services rendered from June 9, 2011 through April 23, 2012
Description of damages sought			amount of $428 thousands, plus interest for a total of $652 thousands
Domicile of litigation			Supreme Court of the State of New York for the County of New York
Unpaid fees sought as damages			$ 652
Prassas Litigation [Member]
Loss Contingencies [Line Items]
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		53,847
Price per share		$ 6.50
Counterclaims sought	$ 833

COMMON SHARES (Details Narrativ

COMMON SHARES (Details Narrative) $ / shares in Units, $ in Thousands	Jun. 22, 2017USD ($)$ / sharesshares	Apr. 17, 2017USD ($)shares	Mar. 31, 2017USD ($)shares	Mar. 24, 2017	Mar. 14, 2017USD ($)$ / sharesshares	Mar. 13, 2017USD ($)shares	Mar. 02, 2017USD ($)shares	Feb. 21, 2017USD ($)shares	Jan. 31, 2017USD ($)shares	Jun. 30, 2017USD ($)	Jun. 30, 2016USD ($)	Jun. 07, 2017$ / sharesshares	May 11, 2017$ / sharesshares	Apr. 13, 2017$ / sharesshares	Feb. 14, 2017$ / sharesshares	Aug. 08, 2014USD ($)$ / shares
Reverse stock split ratio				130							130
Fair value of shares issued for services | $									$ 41	$ 132	$ 583
Warrant exercise price | $ / shares	$ 3.30
Proceeds from issuance of stock and warrants | $	$ 4,500
Proceeds from issuance of shares and warrants, net of issuance costs | $	$ 4,123									$ 4,123	$ 1,752
Issuance of common stock, net of issuance costs (in shares)	1,440,000
Purchase share price paid | $ / shares	$ 3.125
Warrant expiration term	5 years
Number of common shares issued for warrant	1
Consultant One [Member]
Issuance of shares for services (in 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)						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)			7,406
Fair value of shares issued for services | $			$ 47
Amemded and Restated Non-Employee Directors Compensation Plan [Member]
Share based compensation (in shares)		7,840
Fair value of shares issued as share based compensation | $		$ 50
October Financing [Member]
Proceeds from private placement | $					$ 250
Number of shares called by warrants					25,462							25,462	25,462	25,462	25,642
Warrant exercise price | $ / shares					$ 9.75							$ 9.75	$ 9.75	$ 9.75	$ 9.75
October Financing [Member] | Warrant [Member]
Number of shares called by warrants					25,642
Warrant expiration term					5 years
Chief Financial Officer [Member]
Issuance of shares for services (in shares)									3,109
Former Chief Financial Officer [Member]
Issuance of shares for services (in shares)									2,692
Directors [Member] | Global Share and Options Incentive Enhancement Plan (2014) [Member]
Share based compensation (in shares)								19,576
Fair value of shares issued as share based compensation | $								$ 170

SUBSEQUENT EVENTS (Details Narr

SUBSEQUENT EVENTS (Details Narrative) - USD ($) $ in Thousands	Jul. 11, 2017	Jul. 05, 2017	Apr. 17, 2017	Jan. 31, 2017	Jun. 30, 2017	Jun. 30, 2016
Fair value of shares issued for services				$ 41	$ 132	$ 583
Amemded and Restated Non-Employee Directors Compensation Plan [Member]
Share based compensation (in shares)			7,840
Fair value of shares issued as share based compensation			$ 50
Subsequent Event [Member] | Amemded and Restated Non-Employee Directors Compensation Plan [Member]
Share based compensation (in shares)		18,250
Fair value of shares issued as share based compensation		$ 50
Subsequent Event [Member] | Executive Vice President [Member]
Share based compensation (in shares)	6,359
Fair value of shares issued as share based compensation	$ 17
Subsequent Event [Member] | Chief Financial Officer [Member]
Issuance of shares for services (in shares)		6,539
Fair value of shares issued for services		$ 21