Note 8 - Convertible Debentures | NOTE 8 – CONVERTIBLE DEBENTURES During the years ended September 30, 2010 and 2011, the Company issued, pursuant to a securities purchase agreement, 10% convertible debentures with a face value of $2,000,000 (the “2010 and 2011 Convertible Debentures”). All of the debentures had a two-year maturity and were issued with attached common stock purchase warrants. The effective interest rate on the debentures was, and is, 10% per annum. The debentures were secured by all assets of the Company except those specifically excluded in the agreement which include all Kansas properties and related assets. The debentures were convertible at any time after the original issue date into a number of shares of the registrant’s common stock, determined by dividing the amount to be converted by an initial conversion price of $0.18 per share ($18.00 post reverse stock split). In addition to the debentures the purchasers were issued an aggregate of 2,833,113 common share purchase warrants, each having a term of 42 months, expiring April 2014, and giving the purchasers the right to purchase the Company’s common shares at an initial exercise price of $0.18 per share ($18.00 per share post reverse stock split). Subsequent to the initial issue date, the initial conversion price of $0.18 per share ($18.00 per share post reverse stock split) was amended based on provisions in the agreements related to equity issuances and issuance of additional convertible debentures. These provisions required that the conversion option was accounted for as a derivative liability (Note 9). The conversion price was amended on or about January 9, 2012, to $0.50 per share ($5.00 per share post reverse stock split). On April 23, 2013, the conversion price was modified to $0.01 per share ($1.00 per share post reverse stock split) for up to 25% of the outstanding shares. The maturity date was modified to December 31, 2013. Fiscal year ended September 30, 2014 Modification of debt On November 5, 2013, an investor converted $35,000 in convertible debentures at $0.01 per share. Pursuant to this conversion, the Company issued 3,500,000 shares of common stock (35,000 shares of stock at exercise price of $1.00 per share post reverse stock split). On June 3, 2014, the Company entered into a Partial Reset of Conversion Price for the 2010 and 2011 Convertible Debentures agreement (the “2014 Partial Reset”) with one of the Investors. Under the terms of the 2014 Partial Reset, the Investor and the Company agreed to the following terms: The Investor has the right to convert, into common stock of the Company, up to two hundred thousand dollars ($200,000) of the principal amount of the Debentures outstanding at a Conversion Price equal to $0.01 per share ($1.00 per share post reverse stock split). The Company considered the impact of ASC 470-50 “Debt Modifications and Extinguishments” of the 2014 Partial Reset and concluded it constituted a substantial modification and therefore should be accounted for as an extinguishment of debt. During the year ended September 30, 2014, the Company recognized a loss on extinguishment of $383,951 representing the change in fair value of the conversion option because of the modification. On or about June 3, 2014, the Company entered into Securities Purchase Agreements with an institutional investor, an accredited investor and the former Chairman of the Board of Directors of the Company, wherein the Company agreed to issue $600,000 (total) of Secured Convertible Debentures (“2014 Debentures”). The Debentures are due sixty (60) months from the date of closing. The Debentures are secured by a security agreement granting the Investors a security interest in and to all of the Company’s assets located in the State of Kansas. At closing, the Company also entered into a Stock Pledge Agreement pledging, as additional security, all of the Company’s right, title and interest in and to the capital stock of JayHawk Gas Transportation Corporation (a wholly owned subsidiary of the Company and the owner of the Company’s gas transmission pipeline in Kansas). The Debentures are convertible at any time after the original issue date into a number of shares of the Company’s common stock, determined by dividing the amount to be converted by a conversion price of $0.01 per share, or an aggregate of 60,000,000 shares ($1.00 per share or an aggregate of 600,000 shares post reverse stock split). Additionally, each investor received rights to a Wastewater Disposal Fee; and a Royalty Interest. On the date of issue, the price for the Company’s common stock exceeded the $0.01 conversion price ($1.00 post reverse split conversion price) stated in the debentures. Management determined that the favorable exercise price represented a beneficial conversion feature. Using the intrinsic value method at the debenture date, a total discount of $600,000 was recognized on the debentures. The discount is being amortized over the term of the debentures using the straight-line method, which approximated the effective interest method. The Company recorded $120,000 and $40,000 in interest expense related to the amortization of the discount for the years ended September 30, 2015 and 2014, respectively. The remaining discount balance was $440,000 at September 30, 2015. Fiscal year ended September 30, 2015 On or about April 17, 2015, the former Chairman assigned for consideration a $200,000 convertible debenture originally issued in 2014 to Vast Exploration, LLC (“Vast Exploration”), a related party. On or about April 17, 2015, Vast Exploration also was assigned for consideration to the holder a $200,000 convertible debenture originally issued in 2014 and held by an institutional investor. On April 17, 2015, Vast Exploration also acquired, from the various original institutional holders, the Convertible Debentures originally issued by the Company on or about December 11, 2009, December 30, 2009, April 22, 2010 and October 18, 2010 (collectively the “Convertible Debentures”). Vast Exploration also acquired two outstanding convertible debentures originally issued by the Company on or about June 3, 2014, in aggregate amount of $400,000 from an institutional holder and a related party to the Company. On or about April 17, 2015, Vast Exploration notified the Company of its intent to hold the Company in default of certain provisions of the 2010 and 2011 Convertible Debentures, including but not limited to additional interest at 18% and recalculating the principal balances to 125% of their face amount retroactive to the last known date of compliance. The increase in principal balance of the debentures as a result of the default at date of notification was $259,963. The increase in additional accrued interest on the debentures as a result of the default at the date of notification was $300,441. The total $560,404 was recognized as finance expense during the year ended September 30, 2015. As of September 30, 2015, a portion of the Convertible Debentures and accrued interest remain in default and consequently are classified as “current liabilities”. Effective April 30, 2015 the Company entered into an agreement, with Vast Exploration, to amend the Company’s outstanding 2010 and 2011 convertible debentures held by Vast Exploration. Under the terms of the Amendment to Convertible Debentures the “Conversion Price” for the remaining entire outstanding balance owed by the Company under the Convertible Debentures was reset to $1.00 per share. The amendment to the convertible debentures includes a conversion feature that allows the principal and accrued interest of the loans to be converted into common stock of Jayhawk Energy, Inc. at $0.01 per share ($1.00 per share post stock split) at the option of related party Convertible Debenture holders. These Convertible Debentures and accrued interest as of April 30, 2015, would convert into 207,954,477 shares of the Company’s common stock (2,079,545 of the Company’s common stock post reverse stock split). The Amendment to Convertible Debentures also eliminated certain provisions of the convertible debentures that required convertible derivative accounting rules to be applied to the convertible debentures (See Note 8). The fair value of the conversion feature prior to amendment of the agreement was $286,952. The Company estimated the fair value of the amended conversion feature to be $1,244,472. The Company, therefore, recognized a loss on extinguishment of debt of $957,528. The Black Scholes model inputs utilized to estimate the fair value of the amended conversion feature was: Stock price $0.01 per share; risk-free interest rate = 0.01%; expected term = 3 months; expected volatility = 286.6%. On April 30, 2015, Vast Exploration gave the Company written Notice of Conversion of four of the 2010 and 2011 Convertible Debentures into the Company's common stock. Vast Exploration converted $828,211 of the principal balance and $359,287 of accrued interest of the debentures for a total conversion of $1,187,498. The conversion price was $0.01 per share ($1.00 per share post reverse stock split). The Company issued 118,749,800 shares of its common stock (1,187,498 shares of its common stock post reverse stock split). As a result of the conversion, Vast Exploration became the majority shareholder of the Company and owns 59.4% of the common stock at September 30, 2015. The aggregate debenture and accrued interest balance due to Vast Exploration as of September 30, 2015 is $1,103,038 which is convertible at any time after the original issue date into a number of shares of the Company’s common stock, determined by dividing the amount to be converted by a conversion price of $0.01 per share, or an aggregate of 110,303,800) shares of the Company’s common stock ($1.00 per share or an aggregate of 1,103,038 post reverse stock split). At September 30, 2015, principal payments on the convertible debentures are due as follows: Related party Non-related party Total Year ending September 30, 2016 $ 470,439 $ - $ 470,439 Year ending September 30, 2017 - - - Year ending September 30, 2018 - - - Year ending September 30, 2019 400,000 200,000 600,000 TOTAL CONVERTIBLE DEBENTURES $ 870,439 $ 200,000 $ 1,070,439 As of September 30, 2015, there remains $440,000 of unamortized discount on the issuance of the 2014 convertible debentures. |