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EX-32.1 - EXHIBIT 32.1 - BLUE SPHERE CORP.v365335_ex32-1.htm
EX-31.1 - EXHIBIT 31.1 - BLUE SPHERE CORP.v365335_ex31-1.htm
EX-31.2 - EXHIBIT 31.2 - BLUE SPHERE CORP.v365335_ex31-2.htm
EX-32.2 - EXHIBIT 32.2 - BLUE SPHERE CORP.v365335_ex32-2.htm
EXCEL - IDEA: XBRL DOCUMENT - BLUE SPHERE CORP.Financial_Report.xls

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

 AMENDMENT NO. 1

TO

FORM 10-K

 

  x

ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the fiscal year ended September 30, 2013

 

oTRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE EXCHANGE ACT

 

For the transition period from _________ to ________

 

Commission File No.  333-147716

  

 

Blue Sphere Corp.

(FORMERLY JIN JIE CORP.)

(Exact name of registrant as specified in its charter)

 

Nevada   98-0550257
(State or other jurisdiction of   (I.R.S. Employer
incorporation or organization)   Identification No.)

 

35 Asuta Street, Even Yehuda, Israel 40500
(Address of principal executive offices)   (zip code)

 

972-9-8917438
(Registrant’s telephone number, including area code)

 

 
(Former name, former address and former fiscal year, if changed since last report)

 

Securities registered pursuant to Section 12(g) of the Exchange Act of 1934: None

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act of 1933. Yes  ¨   No  x

 

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act of 1934.  Yes  x  No  ¨

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant filed such reports) and (2) has been subject to such filing requirements for the past 90 days.

 Yes ¨ No x

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes  ¨ No x 

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

 

Large accelerated filer ¨   Accelerated filer ¨
Non-accelerated filer ¨ (Do not check if a smaller reporting company) Smaller reporting company x

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

 Yes ¨  No x

 

As of March 31, 2013, the aggregate market value of the registrant’s common stock held by non-affiliates of the registrant was approximately $1,287,000.

 

State the number of shares outstanding of each of the issuer’s classes of common equity as of the latest practicable date:   As at January 9, 2014, there were 14,107,639 shares of common stock, par value $0.001 per share issued and outstanding (reflecting a 1-for-113 reverse stock split of registrant’s common stock effected on December 4, 2013).

 

 
 

 

Explanatory Note

 

The purpose of this Amendment No. 1 to Blue Sphere Corp’s Annual Report on Form 10-K for the period ended September 30, 2013, filed with the Securities and Exchange Commission on January 13, 2014 (the “Form 10-K”), is solely to furnish Exhibit 101 to the Form 10-K. Exhibit 101 to this report provides the consolidated financial statements and related notes from the Form 10-K formatted in XBRL (eXtensible Business Reporting Language).

 

No other changes have been made to the Form 10-K. This Amendment No. 1 to the Form 10-K speaks as of the original filing date of the Form 10-K, does not reflect events that may have occurred subsequent to the original filing date, and does not modify or update in any way disclosures made in the original Form 10-K.

 

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Item 15.  Exhibits, Financial Statement Schedules

 

No. Description
3.1 Amended and Restated Articles of Incorporation dated November 22, 2013 (1)
3.2 Bylaws dated February 2, 2010 (2)
10.1 Asher Note dated September 4, 2013 (2)
10.2 Asher Note dated October 24, 2013 (2)
10.3 Letter agreement with Asnat Drouianov dated December 4, 2013 (2)
10.4 Convertible Promissory Note dated December 4, 2013 issued to Asnat Drouianov (2)
21.1 List of Subsidiaries (2)
31.1 Rule 13a-14(a)/15d-14(a) Certifications (ii) Rule 13a-14/15d-14 Certification Chief Executive Officer *
31.2 Rule 13a-14(a)/15d-14(a) Certifications (ii) Rule 13a-14/15d-14 Certification Chief Financial Officer *
32.1 Section 1350 Certification Chief Executive Officer *
32.2 Section 1350 Certification Chief Financial Officer *
101 The following materials from Blue Sphere Inc.’s Annual Report on Form 10-K for the year ended September 30, 2013 are formatted in XBRL (eXtensible Business Reporting Language):  (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Operations, (iii) Consolidated Statement of Shareholders' Equity/ (Deficit), (iv) the Consolidated Statements of Cash Flow, and (iv) Notes to Consolidated Financial Statements. (3)

 

* Filed herewith

 

   
(1) Incorporated by reference to our Form 8-K filed with the SEC on December 3, 2013.
   
(2) Incorporated by reference to our Form 10-K filed with the SEC on January 13, 2013.
   
(3) In accordance with Item 601of Regulation S-K, this Exhibit is hereby furnished to the SEC as an accompanying document and is not deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933.
   
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SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

 

  Blue Sphere Corporation  
     
         
January 14, 2014  By:   /s/ Shlomo Palas    
    Shlomo Palas  
    President, Chief Executive Officer, Secretary and Director
    (Principal Executive Officer)  
         

 

 

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

 

By: /s/ Shlomo Palas   January 14, 2014  
  Shlomo Palas   President, Chief Executive Officer, Secretary
and Director (Principal Executive Officer)  
       
           
           
                 

 

By: /s/ Shlomo Zakai   January 14, 2014  
  Shlomo Zakai   Chief Financial Officer and Treasurer
(Principal Accounting Officer and Principal Financial Officer)      
       
           
By: /s/ Joshua Shoham   January 14, 2014  
  Joshua Shoham   Director            
                 

 

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