Quarterly report pursuant to Section 13 or 15(d)

Fair Value Measurements

Fair Value Measurements
9 Months Ended
Sep. 30, 2017
Fair Value Disclosures [Abstract]  
Fair Value Measurements

Note 6 – Fair Value Measurements


The Company has issued Variable Debentures which contained variable conversion rates based on unknown future prices of the Company’s common stock. This results in a conversion feature. The Company measures the conversion feature using the Black Scholes option pricing model using the following assumptions:


      Three months ended September 30,       Nine months ended September 30,  
      2017       2016       2017       2016  
Expected term     .01 months - 1 year       1 month - 1 year       .01 months - 1 years       1 month - 2.2 years  
Exercise price     $0.0130-$0.0182       $0.0690-$0.1051       $0.0085-$0.0385       $0.0645-$0.28  
Expected volatility     189%-200%       255%-276%       189%-201%       220%-276%  
Expected dividends     None       None       None       None  
Risk-free interest rate     1.05% to 1.31%       0.52% to 0.59%       1.03% to 1.31%       0.45% to 1.06%  
Forfeitures     None       None       None       None  


The time period over which the Company will be required to evaluate the fair value of the conversion feature is eight to twenty-four months or conversion.


The assumptions used in determining fair value represent management’s best estimates, but these estimates involve inherent uncertainties and the application of management’s judgment. As a result, if factors change, including changes in the market value of the Company’s common stock, managements’ assessment or significant fluctuations in the volatility of the trading market for the Company’s common stock, the Company’s fair value estimates could be materially different in the future.


The Company computes the fair value of the derivative liability at each reporting period and the change in the fair value is recorded as non-cash expense or non-cash income. The key component in the value of the derivative liability is the Company’s stock price, which is subject to significant fluctuation and is not under its control. The resulting effect on net loss is therefore subject to significant fluctuation and will continue to be so until the Company’s Variable Debentures, which the convertible feature is associated with, are converted into common stock or paid in full with cash. Assuming all other fair value inputs remain constant, the Company will record non-cash expense when its stock price increases and non-cash income when its stock price decreases.


The following table presents changes in the liabilities with significant unobservable inputs (level 3) for the nine months ended September 30, 2017:


Balance December 31, 2016   $ 1,927,752  
Issuance of convertible debt     5,781,056  
Settlements by debt extinguishment     (7,437,183 )
Change in estimated fair value     6,945,434  
Balance September 30, 2017   $ 7,217,059  


Accounting guidance on fair value measurements and disclosures defines fair value, establishes a framework for measuring the fair value of assets and liabilities using a hierarchy system, and defines required disclosures. It clarifies that fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants in the market in which the reporting entity transacts business.


The Company's balance sheet contains derivative and warrant liabilities that are recorded at fair value on a recurring basis. The three-level valuation hierarchy for disclosure of fair value is as follows:


Level 1: uses quoted market prices in active markets for identical assets or liabilities.


Level 2: uses observable market-based inputs or unobservable inputs that are corroborated by market data.


Level 3: uses unobservable inputs that are not corroborated by market data.


The fair value of the Company’s recorded derivative liability is determined based on unobservable inputs that are not corroborated by market data, which require a Level 3 classification. A Black Scholes option pricing model was used to determine the fair value. The Company records derivative liability on the condensed consolidated balance sheets at fair value with changes in fair value recorded in the condensed consolidated statements of operation.


The following table presents balances in the liabilities with significant unobservable inputs (Level 3) at September 30, 2017:


    Fair Value Measurements Using  
    Quoted Prices in     Significant Other     Significant        
    Active Markets for     Observable     Unobservable        
      Identical Assets       Inputs       Inputs          
      (Level 1)       (Level 2)       (Level 3)       Total  
As of September 30, 2017                                
Derivative liability   $ -     $ -     $ 7,217,059     $ 7,217,059  
Total   $ -     $ -     $ 7,217,059     $ 7,217,059