13D Filing: Lazarus Management Company Loads Up on Blue Sphere Corp. (BLSP)

Item 1.  Security and Issuer.

This statement on Schedule 13D relates to the Common Stock, par value $0.001 per share (the “Shares”) of Blue Sphere Corporation, a Nevada corporation (the “Issuer”).  The principal executive offices of the Issuer are located at 301 McCullough Drive, 4^th Floor, Charlotte, North Carolina 28262.

Item 2.  Identity and Background.

(a), (f)  This statement is being filed by Lazarus Management Company LLC, a Colorado limited liability company (“Lazarus Management”), Justin B. Borus, a United States citizen, Lazarus Israel Opportunities Fund LLLP, a Delaware limited liability limited partnership (“Lazarus Israel I”), Lazarus Israel Opportunities Fund II LLLP, a Delaware limited liability limited partnership (“Lazarus Israel II”) and Lazarus Investment Partners LLLP, a Delaware limited liability limited partnership (“Lazarus Partners”).  Lazarus Management, Mr. Borus, Lazarus Israel I, Lazarus Israel II and Lazarus Partners are each a “Reporting Person” and are collectively referred to herein as the “Reporting Persons.”  Lazarus Israel I, Lazarus Israel II and Lazarus Partners are collectively referred to as the “Funds.”  A joint filing agreement of the Reporting Persons is attached hereto as Exhibit A.

(b)  The business address for each of the Reporting Persons is 3200 Cherry Creek South Drive, Suite 670, Denver, Colorado 80209.

(c)  Mr. Borus is the manager of Lazarus Management, the investment adviser and general partner of each of the Funds.  Each of the Reporting Persons is engaged in the business of investment.

(d)  During the last five years, none of the Reporting Persons have been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e)  Except as described below, during the last five years, none of the Reporting Persons have been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding were or are subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. On September 10, 2014, Lazarus Management entered into a negotiated settlement with the United States Securities and Exchange Commission (File No. 3-16068) relating to alleged violations (i.e., late filings) of Sections 13(d) and 16(a) of the Exchange Act of 1934 and Rules 13d-1, 13d-2 and 16a-3 promulgated thereunder. Lazarus Management agreed to the terms of the settlement, without admitting or denying any wrongdoing, paid a civil money penalty of $60,000 and agreed to cease and desist from any future violations.  The SEC’s order noted that, in determining to accept the offer, the SEC considered certain remedial acts undertaken by Lazarus Management and cooperation afforded to the SEC staff.

Item 3.  Source and Amount of Funds or Other Consideration.

The source of funds for the Reporting Persons’ acquisition of the Shares referred to in Item 4 below was the working capital or funds available for investment of the Funds.