FAIR VALUE OF FINANCIAL INSTRUMENTS

3 Months Ended

Mar. 31, 2017

Fair Value Disclosures [Abstract]

FAIR VALUE OF FINANCIAL INSTRUMENTS

NOTE 8 – FAIR VALUE OF FINANCIAL INSTRUMENTS

Derivative Liabilities

For purposes of determining whether certain instruments are derivatives for accounting treatment, the Company follows the accounting standard that provides guidance for determining whether an equity-linked financial instrument, or embedded feature, is indexed to an entity’s own stock. The standard applies to any freestanding financial instruments or embedded features that have the characteristics of a derivative, and to any freestanding financial instruments that are potentially settled in an entity’s own common stock.

Liabilities measured at fair value on a recurring basis are summarized as follows:

	March 31, 2017								December 31, 2016
	Level 1			Level 2	Level 3		Total		Level 1		Level 2		Level 3		Total
Embedded derivative liability related to beneficial conversion option	$	-	$	-	$	250,000	$	250,000	$	-	$	-	$	228,718	$	228,718
Derivative liability related to fair value of warrants		-		-		423,000		423,000		-		-		394,744		394,744
Total	$	-	$	-	$	673,000	$	673,000	$	-	$	-	$	623,462	$	623,462
				Total
Balance at December 31, 2016			$	623,462
Change in fair value of derivative liablities				49,538
Balance at March 31, 2017			$	673,000

The Company has no assets that are measured at fair value on a recurring basis. There were no assets or liabilities measured at fair value on a non-recurring basis during the three months ended March 31, 2017.

As of March 31, 2017, the beneficial conversion feature of Series C and Series D were treated as an embedded derivative liability and changes in the fair value were recognized in earnings.  Because the fair value of the warrants issued in conjunction with Series C and Series D was in excess of the proceeds of Series C and Series D, the effective conversion price of the Series C and Series D is $0.   The Series C and Series D shares are convertible into shares of the Company’s Common Stock, which did trade in an active securities market, therefore the embedded derivative liability was valued using the following market based inputs:
 

	March 31, 2017
Closing trade price of Common Stock	$	0.12
Effective Series C Preferred Stock Conversion price		-
Effective Series D Preferred Stock Conversion price		-
Intrinsic value of conversion option per share	$	0.12

As of March 31, 2017, the Company’s outstanding warrants were treated as derivative liabilities and changes in the fair value were recognized in earnings. These warrants did not trade in an active securities market, and as such, the Company estimated the fair value of these warrants using the Black-Scholes option pricing model and the following assumptions:

	March 31, 2017
Annual Dividend Yield		0.0	%
Expected Life (Years)		1.3 - 2.6
Risk-Free Interest Rate		1.0% - 1.5	%
Expected Volatility		226.2% - 246.0	%

Expected volatility was based primarily on historical volatility. Historical volatility was computed using daily pricing observations for recent periods. The Company believes this method produced an estimate that was representative of the Company’s expectations of future volatility over the expected term of these warrants. The Company had no reason to believe future volatility over the expected remaining life of these warrants was likely to differ materially from historical volatility. The expected life was based on the remaining contractual term of the warrants. The risk-free rate was based on the U.S. Treasury rate that corresponded to the expected term of the warrants.