Note 20 - Subsequent Events | NOTE 19 – SUBSEQUENT EVENTS On June 30, 2016, Vast Exploration, LLC gave notice to the Company that the $150,000 Revolving Line of Credit Note (“Line of Credit”) entered between the parties on June 30, 2015 would not be renewed past the maturity date of the Line of Credit and that the final date for determining the principal and interest owed to Vast Exploration on the Line of Credit would be June 30, 2016. The balance of the Line of Credit was $255,543 as of December 31, 2015. The balance of the Line of Credit at June 30, 2016 was $380,014. On February 2, 2011, the Industrial Commission of the State of North Dakota filed a complaint against JayHawk Energy, Inc. (the “Company” or “JayHawk”) for violating North Dakota Administrative Code Section (NDAC) 43-02-03-19 by failing to reclaim wells within a reasonable time, not more than one year from the date a well is plugged, NDAC Section 43-02-03-17 by failing to have the required signs posted on site, NDAC 43-02-03-45 for failing to equip each flare with an automatic ignitor or a continuous burning pilot, and NDAC 43-02-05-49 by failing to properly seal oil tanks in the following wells in Divide County, North Dakota: Knudsen 1, Jenks 1, Arla Knudsen 1-28H and Landstrom 3-33H. In the complaint, the Commission requested JayHawk pay $100,000 in fines and pay $485 in costs and expenses incurred by the Commission. In lieu of a formal hearing on the complaint, the parties subsequently agreed to resolve all matters in the complaint. The complaint was dismissed without prejudice on August 29, 2016, and no balance was paid or is currently owed by JayHawk. On September 1, 2016, the Company entered into a Limited Liability Company Member Interest Purchase and Sale Agreement (“LLC Purchase Agreement”) with Vast Exploration, LLC, a related party. Pursuant to the terms of the LLC Purchase Agreement, Vast Exploration sold 100% of its membership interests in Vast Operations, LLC, a Nevada limited liability company, to the Company “as-is” and in consideration for $10.00 and the Company’s assumption of approximately $100,000 of Vast Operations, LLC’s liabilities. As a result of the purchase, Vast Operations, LLC became a wholly-owned subsidiary of JayHawk. Additionally, the Company indirectly acquired the contractual obligation to operate certain oil and gas assets in the state of North Dakota. On September 1, 2016, the Company entered into a Limited Liability Company Member Interest Purchase and Sale Agreement (“LLC Purchase Agreement”) with Vast Exploration, LLC, a related party. Pursuant to the terms of the LLC Purchase Agreement, Vast Exploration sold 100% of its membership interests in Vast Holdings, LLC, a Nevada limited liability company, to the Company “as-is” and in consideration for $10.00 and the Company’s indirect assumption of approximately $600,000 of Vast Holdings, LLC’s liabilities. As a result of the purchase, Vast Holdings, LLC became a wholly-owned subsidiary of the Company. Additionally, the Company indirectly acquired certain oil and gas assets in the state of North Dakota. On September 1, 2016, the Company entered into a Limited Liability Company Member Interest Purchase and Sale Agreement (“LLC Purchase Agreement”) with Vast Exploration, LLC, a related party. Pursuant to the terms of the Stock Purchase Agreement, Vast Exploration sold 100% of Vast Funding Corp., a Nevada corporation, evidenced by 100,000,000 shares of common stock to the Company “as-is” and in consideration for $10.00 and the indirect assumption of approximately $550,000 in Vast Funding Corp.’s liabilities. As a result of the purchase, Vast Funding Corp. became a wholly-owned subsidiary of the Company. Additionally, the Company indirectly acquired a funding vehicle for proving up certain oil and gas assets indirectly acquired through the acquisition of Vast Holdings, LLC. On September 20, 2016, the Company issued Convertible Promissory Notes to entities controlled by three affiliates of Vast Exploration, LLC, a related party, for services to the Company. The Convertible Promissory Notes have an aggregate principal balance of $19,500 with an interest rate of 5% per annum and a term of two years, maturing on September 20, 2018. The Convertible Promissory Notes 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 $0.0065 per share, or an aggregate of 3,000,000 shares. Upon the occurrence of a corporate re-organizational or re-capitalization event, the Convertible Promissory Notes shall automatically convert into shares of the Company’s common stock. On September 20, 2016, the Company issued a Convertible Promissory Note to an entity controlled by a related party in consideration for a reduction in amounts owed to the related party for legal services previously rendered to the Company. The Convertible Promissory Note has a principal balance of $6,500 with an interest rate of 5% per annum and a term of two years, maturing on September 20, 2018. The Convertible Promissory Note 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 $0.0065 per share, or an aggregate of 1,000,000 shares. Upon the occurrence of a corporate re-organizational or re-capitalization event, the Convertible Promissory Note shall automatically convert into shares of the Company’s common stock. On October 1, 2016, Vast Exploration, LLC gave advanced written notice to the Company of its intent to terminate that certain Contract Operating Agreement made effective between the parties on January 1, 2016. On November 11, 2016, the Company entered into a Settlement Agreement with a director of the Company. The purpose of the Settlement Agreement was to come to a resolution regarding certain outstanding dollar and equity amounts owed to the director for wages, consulting services rendered and change of control provisions related to his employment contract and to maintain an amicable working relationship moving forward. The Company agreed to provide the director with the following consideration: The Company will execute a convertible promissory note with a face value of $177,173 to the director and/or assigns; the note will have a term of four (4) years and an interest rate of null (0%) and includes certain interest penalties in the event a default occurs and is secured by a pledge of 350,000 shares of the Company’s common stock (“Note”). The Note is convertible into shares of the Company’s common stock at a rate equal to the lesser of: (a) the conversion rate provided to a plurality of investors in the Company’s first round of financing wherein the Company raises at least $300,000 following the completion of its contemplated 100:1 reverse split of its securities, or (b) the closing price on the first day of trading immediately following the Company’s 100:1 reverse split. The Note has an effective date of December 20, 2016 (“Effective Replacement Note Date”). Upon the occurrence of the Company having raised at least three million dollars ($3,000,000) in the aggregate through the sale of debt or equity securities of the Company, the director will have the option to have the remaining balance of the Note paid in full. In the event JayHawk Energy, Inc. makes a disposition of substantially all of its assets (including those held in subsidiaries) the holder of the Note shall have the option to foreclose on the Stock Pledge described above. The director will be granted 100,000 common stock purchase warrants (“Warrants”) in four (4) tranches based on attaining certain milestones. The Warrants will have a term of five (5) years and shall convert at $0.01 per common share. The Warrants will include a “cashless exercise” provision. The Company and the director may agree to adjust the amounts described above to effect the spirit of the Settlement Agreement. On December 9, 2016, the Company and the director agreed to modify the Settlement Agreement. The modification eliminated certain penalty provisions related to milestones and added an additional scope of work for additional consideration. |