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5. DERIVATIVE LIABILITIES
 3 Months Ended
Mar. 31, 2015
DerivativeInstrumentsAndHedgingActivitiesAbstract  
DERIVATIVE LIABILITIES

As of December 31, 2013, the Company did not have a sufficient number of common shares authorized to fulfill the possible exercise of all outstanding warrants and the conversion of all convertible notes payable. As a result, the Company determined that the warrants and the embedded conversion features of the outstanding debt instruments did not qualify for equity classification.  Accordingly, the warrants and conversion features were treated as derivative liabilities and were carried at fair value. During the year ended December 31, 2014, all of the outstanding convertible notes that qualified as derivative liabilities were paid in full or converted to common stock.  As of March 31, 2015, only 910,000 warrants remained as derivative liabilities due to the existence of reset provisions that qualify the instruments as derivative liabilities under FASB ASC 815.

 

The following table sets forth the fair value hierarchy within our financial assets and liabilities by level that they were accounted for at fair value on a recurring basis as of March 31, 2015 and December 31, 2014.

 

      Fair Value Measurement at March 31, 2015  
Liabilities:   Carrying Value at March 31, 2015     Level 1     Level 2     Level 3  
  Warrant derivative liabilities   $ 1,399     $ -     $ -     $ 1,399  
Total   $ 1,399     $ -     $ -     $ 1,399  
               

 

            Fair Value Measurement at December 31, 2014  
Liabilities:   Carrying Value at December 31, 2014     Level 1     Level 2     Level 3  
  Warrant derivative liabilities   $ 1,708     $ -     $ -     $ 1,708  
Total   $ 1,708     $ -     $ -     $ 1,708  

 

The Company estimates the fair value of the derivative warrant liabilities by using the Black-Scholes Option Pricing Model and the derivative liabilities related to the conversion features in the outstanding convertible notes using the lack-Scholes Option Pricing Model assuming maximum value, Level 3 inputs, with the following assumptions used:

 

Dividend yield:    0%  
Expected volatility   78% to 237%  
Risk free interest rate   0.13% to 1.07%  
Expected life (years)   0.58 to 2.32  

 

The following table sets forth the changes in the fair value of derivative liabilities for the three months ended March 31, 2015:

 

Balance, December 31, 2014   $ (1,708 )
  Gain on change in fair value of derivative liabilities     309  
Balance, March 31, 2015   $ (1,399 )

 

The aggregate gain on derivative liabilities for the three months ended March 31, 2015 was $309.