Convertible Debentures | 9 Months Ended |
Jun. 30, 2015 |
Debt Disclosure [Abstract] | ' |
Convertible Debentures | ' |
NOTE 6 - CONVERTIBLE DEBENTURES |
|
On April 23, 2013, the Company entered into a Partial Reset of Conversion Price agreement (the “Partial Reset”) with certain institutional investors (the “Investors”) who are holders of convertible debentures of the Company issued December 2009, April 2010 and October 2010 (the “December 2009 Transaction”, the “April 2010 Transaction” and the “October 2010 Transaction”). Under the terms of the Partial Reset, the Investors and the Company agreed to the following terms: |
|
Investors have the right to convert, into common stock of the Company, up to twenty five percent (25%) of the principal amount outstanding, as of April 12, 2013, of each Debenture held by each Investor, at a Conversion Price equal to $0.01 per share; |
|
Each Investor shall convert up to 25% of the amount of the outstanding principal amount, as of April 12, 2013, of each Debenture (the “Conversion Amount”), provided that such conversion will not cause the Investor to own more than 9.99% of the outstanding shares of the Company’s common stock. If such conversion would result in an Investor owning more than 9.99% of the outstanding shares of the Company’s common stock then each such Investor shall only convert so much of the Conversion Amount as would result in the Investor owning no more than 9.99% of the outstanding shares of the Company’s common stock. Each such Investor shall thereafter, as soon as practicably possible, continue to convert so much of the Conversion Amount as possible, without causing the Investor to beneficially own more than 9.99% of the outstanding shares of the Company’s common stock, until such time as each Investor has converted their full Conversion Amount; |
|
The Maturity Dates of all outstanding Debentures shall be extended to June 30, 2014; |
|
The Expiration Date of all of the remaining 2,000,000 outstanding share purchase warrants issued pursuant to the December 2009 and April 2010 Transactions shall be extended to July 21, 2014; and |
|
The Expiration Date of all of the remaining 2,833,113 outstanding Warrants issued pursuant to the October 2010 Transaction, shall be extended to January 26, 2015. |
|
On or about May 3, 2013, three (3) investors converted $90,313 in convertible debentures at $0.01 per share. Pursuant to these conversions, the Company issued 9,031,400 shares of its common stock. The Company also issued 7,085,263 shares of stock at $0.01 per share in payment of interest owed pursuant to the debentures. |
|
On November 11, 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. The transaction resulted in a gain on conversion of $15,336. |
|
On June 3, 2014, the Company entered into a Partial Reset of Conversion Price for the 10% Senior Secured 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) (in addition to the principle amount of the Debentures rest in the 2013 Partial Reset) of the principal amount of the Debentures outstanding at a Conversion Price equal to $0.01. |
|
The Company has considered the impact of ASC 470-50 “Debt Modifications and Extinguishments” of the 2014 Partial Reset and concluded it constitutes a substantial modification and therefore should be accounted for as an extinguishment of debt. During the three months ended June 30, 2014, the Company recognized a loss on extinguishment of $317,460 representing the change in fair value of the embedded conversion option at the date of modification. |
|
On June 3, 2014, the Company entered into Securities Purchase Agreements with an institutional investor and the Chairman of the Board of Directors of the Company (each an “Investor” and together the “Investors”), wherein the Company agreed to sell and the Investors agreed to purchase $400,000 (total) of Secured Convertible 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 to each Investor, 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 40,000,000 shares. |
|
On June 5, 2014, the Company entered into a Securities Purchase Agreement with an accredited investor (the “Investor”), wherein the Company agreed to sell and the Investor agreed to purchase a $200,000 Secured Convertible Debenture (the “Debenture”). The Debenture is due sixty (60) months from the date of closing. The Debenture is secured by a security agreement granting the Investor a security interest in and to all of the Company’s assets located in the State of Kansas. At closing, the Company will also enter into a Stock Pledge Agreement pledging to the Investor, 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 Debenture 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 20,000,000 shares. |
|
On June 5, 2014, the price for the Company’s common stock exceeded the $0.01 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 will be amortized over the term of the debentures using the straight-line method, which approximated the effective interest method. The Company recorded $10,000 in interest expense related to the amortization of the discount for the three months ended June 30, 2014. The remaining discount balance was $590,000 at June 30, 2014. |