Convertible Debentures | NOTE 7 - CONVERTIBLE DEBENTURES 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. 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 principal 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 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 $399,287 representing the change in fair value of the embedded conversion option because of the modification. Fiscal year ended September 30, 2014 On or about June 3, 2014, the Company entered into Securities Purchase Agreements with an institutional investor, and accredited 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 Companys 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 Companys 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 Companys gas transmission pipeline in Kansas). The Debentures are convertible at any time after the original issue date into a number of shares of the Companys 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. Additionally, each Investor will receive: 1) a Wastewater Disposal Fee; and 2) a Royalty Interest. Wastewater Disposal Fee: the Company agrees to pay each Investor a per barrel fee (the "Disposal Fee") for each barrel of wastewater, which emanates from the Company's five currently producing, as of the original issue date of the Debentures, oil wells located in North Dakota, which is disposed of in the Company's proposed wastewater disposal well to be located in North Dakota (the "Disposal Well"). For a period commencing on the original issue date of the Debentures and continuing for five years or until the Debenture is repaid by the Company, whichever is sooner, the Disposal Fee will be equal to one and no/I 00 dollars ($1.00) per barrel of wastewater disposed of in the Disposal Well. After year five and continuing until each respective Debenture repaid by the Company the Disposal Fee shall be equal to fifty cents ($.50) per barrel of wastewater, emanating from the Company's five currently producing, as of the date the Debenture is issued, oil wells located in North Dakota, disposed of in the Disposal Well. Royalty Interest: beginning on the original issue date of the Debentures and continuing thereafter so long as the Company owns the subject wells, the Company agrees to pay each Investor a one percent (1 %) overriding royalty interest, calculated monthly, on all proceeds received by the Company from sales of crude oil produced from the Company's five (5) then producing, as of the date the Debentures were issued, oil wells located in North Dakota On June 6, 2014, the Registrant 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 $200,000 Secured Convertible Debenture (the Debenture). The Debenture is due sixty (60) months from the date of closing (the Securities Purchase Agreement, and Debenture collectively constitute the Offering). The Debenture is secured by a security agreement granting the Investor a security interest in and to all of the Companys assets located in the State of Kansas. At closing, the Company will also enter into a Stock Pledge Agreement pledging to the Investor, as additional security, all of the Companys right, title and interest in and to the capital stock of JayHawk Gas Transportion Corporation (a wholly owned subsidiary of the Company and the owner of the Companys gas transmission pipeline in Kansas). Additionally, the Company agrees to pay the Investor a per barrel fee (the Disposal Fee) for each barrel of wastewater, which emanates from the Companys five (5) currently producing, as of the original issue date of the Debenture, oil wells located in North Dakota, which is disposed of in the Companys proposed wastewater disposal well to be located in North Dakota (the Disposal Well). For a period commencing on the original issue date of the Debenture and continuing for five (5) years or until the Debenture is repaid by the Company, whichever is sooner, the Disposal Fee will be equal to fifty cents ($.50) per barrel of wastewater disposed of in the Disposal Well. Thereafter the Disposal Fee shall be equal to twenty five cents ($.25) per barrel of wastewater, emanating from the Companys 5 currently producing, as of the date the Debenture is issued, oil wells located in North Dakota, disposed of in the Disposal Well. The Debenture is convertible at any time after the original issue date into a number of shares of the registrants 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 of common stock.On June 3, 2014, the price for the Companys 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 is being amortized over the term of the debentures using the straight-line method, which approximated the effective interest method. The Company recorded $40,000 in interest expense related to the amortization of the discount for the year ended September 30, 2014. The remaining discount balance was $560,000 at September 30, 2014. For the nine months ended June 30, 2015, the Company recorded $90,000 in interest and finance expense related to the amortization of the discount. The remaining discount balance was $470,000 at June 30, 2015. Nine months ended June 30, 2015 On April 17, 2015, Vast Exploration, LLC (Vast) 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 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 notified the Company of its intent to hold the Company in default of certain provisions of the 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 $283,188. 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 $583,629 was recognized as interest and finance expense during the three months ended June 30, 2015. As of June 30, 2015, 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, to amend the Companys outstanding convertible debentures held by Vast. 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 has been reset to $.01 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 at the option of related party note holders. These notes and accrued interest as of April 30, 2015, would convert into 207,954,477 shares of Jayhawk Energy, Inc.s common stock, subject to an increase in the Companys authorized shares of common stock. 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 $1,436,734 which has been recognized as a loss on extinguishment of debt in the Companys non-operating expenses. The Company recognized extinguishment of debt of $1,179,688. On April 30, 2015, Vast gave the Company written Notice of Conversion of four of the Convertible Debentures (Note 7) into the Company's common stock. Vast 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 The Company issued 118,749,800 shares of its common stock. As a result of the conversion, Vast became the majority shareholder of the Company. The fair value was calculated using Level 2 inputs. The fair value of the amended conversion feature was estimated by applying a Black-Scholes model and using the following conversion variables: Stock price $ .00112 Risk-free interest rate 286.6% Expected term .25 years Expected volatility 286.6% Fair value of conversion option per unit 0.0069 At June 30, 2015, principal payments on debt are due as follows: Year ending June 30, 2015 $ 470,439 Year ending June 30, 2016 - Year ending June 30, 2017 - Year ending June 30, 2018 - Year ending June 30, 2019 600,000 $ 1,070,439 |