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EXCEL - IDEA: XBRL DOCUMENT - Kiwibox.Com, Inc.Financial_Report.xls

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-Q/A

Amendment No. 1

 

(Mark One)

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended June 30, 2012

 

OR

 

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
   

For the transition period from to

Commission File Number: 33-20432

Kiwibox.Com, Inc.

(Exact name of registrant as specified in its charter)

 

   
Delaware 75-2228828

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)

   
330 West 38th St., Suite 1602, New York, N.Y. 10018
(Address of Principal Executive Offices) (Zip Code)
   

(212) 239-8210

(Registrant’s telephone number, including area code)

 

Not Applicable

Formerly known as magnitude Information Systems, Inc.

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No ¨

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definition of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act (Check one):

       
Large accelerated filer ¨ Accelerated filer ¨
       
Non-accelerated filer ¨ (Do not check if a smaller reporting company) Smaller reporting company x

 

Indicate by check mark whether the registrant is a shell company (as defined in Exchange Act Rule 12b-2). Yes ¨ No x

 

The number of shares of Registrant’s Common Stock, $0.0001 par value, outstanding as of August 13, 2012, was 678,944,746 shares.

.

 
 

 

EXPLANATORY NOTE

 

The purpose of this Amendment No. 1 on Form 10-Q/A to Kiwibox.Com, Inc.’s quarterly report on Form 10-Q for the period ended June 30, 2012, filed with the Securities and Exchange Commission on August 20, 2012, is solely to furnish Exhibit 101 to the Form 10-Q in accordance with Rule 405 of Regulation S-T. Exhibit 101 consists of the following materials from Kiwibox.Com’s Form 10-Q, formatted in XBRL (eXtensible Business Reporting Language):

 

  101.INS XBRL Instance Document

 

  101.SCH XBRL Taxonomy Extention Schema

 

  101.CAL XBRL Taxonomy Extension Calculation Linkbase

 

  101.DEF XBRL Taxonomy Extension Definition Linkbase

 

  101.LAB XBRL Taxonomy Extension Label Linkbase

 

  101.PRE XBRL Taxonomy Extension Presentation Linkbase
     

No other changes have been made to the original Form 10-Q. This Amendment No. 1 speaks as of the original filing date of the Form 10-Q, does not reflect events that may have occurred subsequent to the original filing date, and does not modify or update in any way disclosures made in the original Form 10-Q.

 

Pursuant to Rule 406T of Regulation S-T, the interactive data files on Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.

 
 

 

PART II — OTHER INFORMATION

 

ITEM 6 — Exhibits

Exhibit
No.
Description

 

 

Item 6     EXHIBITS AND REPORTS ON FORM 8-K

  (a)                      Exhibits

 

  10.41*   Form of Class AA Senior Secured Convertible Revolving Promissory Note issued to Discover Advisory Company, Kreuzfeld Ltd.,, Cambridge Services, Inc. and Vermoegensverwaltunga-Gesellschaft Zurich LTD,
       
  10.42*   Form of Equity and Stock Pledge Agreement, dated as of August 1, 2012, made by Kiwibox.Com, Inc., in favor of Discover Advisory, Company, Kreuzfeld Ltd.,, Cambridge Services, Inc. and Vermoegensverwaltunga-Gesellschaft Zurich LTD

 

  31.01.*   Certification of Chief Executive Officer pursuant to Rule 13a-14(a) and 15d-14(a) as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, dated August 20, 2012
     
  31.02.*   Certification of Chief Financial Officer pursuant to Rule 13a-14(a) and 15d-14(a) as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, dated August 20, 2012.
     
  32.01.*   Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, dated August 20, 2012.

 

  (b)* Reports on Form 8-K:
    On May 18, 2012, the Company filed a current report on 8-K with the commission, announcing the Company made the last payment of 1,600,000 Euros ($2,052,800) for all of the assets of KWICK!, the German social network it acquired on September 30, 2011, paying a total purchase price of 6,400,000 Euros for the popular German social network business. In addition, Jens Kammerer and Benjamin Roth, the owners who sold their interests to the Company, also agreed to reduce their employment salaries by 50% for the remainder of their employment contracts, an annual savings of approximately 185,250 Euros, by virtue of an amendment to the purchase agreement and their employment contracts signed on May 14, 2012. Each may now earn cash bonuses of 10% of their salaries for every 5% increase in revenues, up to a cap of 100% of their then applicable salaries of 7,500 Euros, in the case of Jens Kammerer, and 6,800 Euros, in the case of Benjamin Roth.

On May 23, 2012, the company filed a current report on 8-K with the commission announcing non-reliance on previously filed financial statements. These financial statements were amended and filed with the commission on June 4, 2012

On June 11,2012, the Company filed a current report on Form 8-K with the Commission, announcing the photo blogging community pixunity debuts a Spanish language version and Kwick! released new advertising that is included in the new Iphone and Ipad application, via a press release of the same date.

On June 25, 2012, the Company filed a current report on Form 8-K with the Commission, announcing the Launcing of video chat and live broadcast features.

 

 

   
          101** Interactive Data File.

____________

* Previously filed or furnished as an exhibit to Kiwibox.Com, Inc.’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2012.

** Furnished with this Form 10-Q/A.

 
 

 

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

   

 

KIWIBOX.COM, INC.

Date: September 10, 2012   By: /s/ Andre Scholz
      Andre Scholz
      President and Chief Executive Officer
      (Principal Executive Officer)

 

Date: September 10, 2012   By: /s/ Craig Cody
      Craig Cody
      Chief Financial Officer
      (Principal Accounting and Financial Officer)