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 5 - Fair Value Measurements


ASC 820, “Fair Value Measurements and Disclosures” defines fair value, establishes a consistent framework for measuring fair value and expands disclosure requirements about fair value measurements. ASC 820 requires entities to, among other things, maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value.


ASC 820 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date.


ASC 820 specifies a hierarchy of valuation techniques based on whether the inputs to those valuation techniques are observable or unobservable. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect our market assumptions.


In accordance with ASC 820, these two types of inputs have created the following fair value hierarchy:


Level 1-Inputs that are quoted prices (unadjusted) for identical assets or liabilities in active markets;
Level 2-Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the asset or liability, including:


  Quoted prices for similar assets or liabilities in active markets
  Quoted prices for identical or similar assets or liabilities in markets that are not active
  Inputs other than quoted prices that are observable for the asset or liability
  Inputs that are derived principally from or corroborated by observable market data by correlation or other means; and


Level 3-Inputs that are unobservable and reflect our assumptions used in pricing the asset or liability based on the best information available under the circumstances (e.g., internally derived assumptions surrounding the timing and amount of expected cash flows).


The following table presents the derivative financial instruments, our only financial liabilities measured and recorded at fair value on our condensed consolidated balance sheets on a recurring basis, and their level within the fair value hierarchy as of September 30, 2017 and December 31, 2016:


              Fair Value Measurements at
Reporting Date Using
        Amount     Quoted
Prices in
for Identical
(Level 1)
(Level 2)
(Level 3)
As of September 30, 2017   Warrant derivative liabilities   $ 11,811     $ -     $ -     $ 11,811  
As of December 31, 2016   Warrant derivative liabilities   $ 108,809     $ -     $ -     $ 108,809  


Financial Instruments. Financial instruments consist primarily of cash and cash equivalents, accounts payable, deferred course expenses, accrued expenses, deferred revenue, and debt. U.S. GAAP requires the disclosure of the fair value of financial instruments, including assets and liabilities recognized in the balance sheets. Management believes the carrying value of the other financial instruments recognized on the condensed consolidated balance sheet date, including receivables, payables and accrued liabilities approximate their fair value.


See Note – 6 Derivative Liability, for further discussion.