SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
| x | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the Fiscal Year ended December 31, 2011
OR
| ¨ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES AND EXCHANGE OF 1934 |
For the Transition Period From to
Commission File No. 33-20432
KIWIBOX.COM, INC.
(formerly known as Magnitude Information Systems, Inc.)
Exact Name of Registrant as Specified in its Charter
| DELAWARE | 75-2228828 | |
| State or Other Jurisdiction of | IRS Employer | |
| Incorporation or Organization | Identification Number |
| 330 W. 38th Street, #1602, New York, New York | 10018 | |
| Address of Principal Executive Offices | Zip Code |
(212) 239-8210
Registrants Telephone Number, Including Area Code
Securities Registered Pursuant to Section 12(b) of the Act:
NONE
| Title of Each Class | Name of Each Exchange on Which Registered | |
| NONE | NONE |
Securities Registered pursuant to Section 12(g) of the Exchange Act:
Common Stock, par value $0.0001
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of 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.
Yesx No¨
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.¨
The Registrant’s revenues for the fiscal year ended December 31, 2011 were $599,615.
Common stock, par value $.0001 per share (“Common Stock”), was the only class of voting stock of the Registrant outstanding on April 5,2012. Based on the closing price of the Common Stock on the OTC Electronic Bulletin Board as reported on April 5, 2012 the aggregate market value of the shares of the Common Stock held by persons other than officers, directors and persons known to the Registrant to be the beneficial owners (as the term is defined under the rules of the Securities and Exchange Commission) of more than five percent of the Common Stock on April 5,2012, was approximately $9,375,661. By the foregoing statements, the Registrant does not intend to imply that any of the officers, directors, or beneficial owners are affiliates of the registrant or that the aggregate market value, as computed pursuant to rules of the Securities and Exchange Commission, is in any way indicative of the amount which could be obtained for such shares of Common Stock.
As of April 5, 2012 612,793,060 shares of Common Stock, $.0001 par value, were outstanding.
DOCUMENTS INCORPORATED BY REFERENCE: SEE EXHIBIT INDEX
EXPLANATORY NOTE
The sole purpose of this Amendment No. 1 to Kiwibox.Com, Inc. Annual Report on Form 10-K for the year ended December 31, 2011, filed with the Securities and Exchange Commission on April 16, 2012 (the “Form 10-K”), is to furnish Exhibit 101 in accordance with Rule 405 of Regulation S-T. Exhibit 101 to this report provides the financial statements and related notes from the Form 10-K formatted in XBRL (eXtensible Business Reporting Language).
No other changes have been made to the Form 10-K. This Amendment No. 1 to the Form 10-K speaks as of the original filing date of the Form 10-K, 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-K.
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.
EXHIBIT INDEX
| 31.01A.* | 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 April 14, 2011. |
| 31.02A.* | Certification of Acting 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 April 14, 2011. |
| 32.01A.* | Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, dated April 14, 2011. |
| 32.02A.* | Certification of 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 April 14, 2011. |
| (A) | Financial Statements and Notes to Financial Statements** |
| 101.INS** | XBRL Instance Document | |||||
| 101.SCH** | XBRL Schema Document | |||||
| 101.CAL** | XBRL Calculation Linkbase Document | |||||
| 101.DEF** | XBRL Definition Linkbase Document | |||||
| 101.LAB** | XBRL Labels Linkbase Document | |||||
| 101.PRE** | XBRL Presentation Linkbase Document |
*These exhibits were previously filed as exhibits to Kiwibox.Com, Inc. Annual Report on Form 10K for the year ended December 31, 2011, filed with the Securities and Exchange Commission on April 16, 2012.
** Pursuant to Rule 406T of Regulation S-T, these interactive data files 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 or Section 18 of the Securities Act of 1934 and otherwise are not subject to liability.
SIGNATURES
In accordance with Section 13 or 15(d) of the Securities Exchange Act, the Registrant has caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.
| KIWIBOX.COM, INC. | ||||
| By: | /s/ Andre Scholz | Date: | April 17, 2012 | |
| Andre Scholz | ||||
| President and Chief Executive Officer | ||||
| (Principal Executive Officer), | ||||
| Director | ||||
| By: | /s/ Craig Cody | Date: | April 17, 2012 | |
| Craig S. Cody | ||||
| Secretary, Chief Financial Officer | ||||
| (Principal Financial Officer) | ||||
In accordance with the requirements of the Securities Exchange Act, this Report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
| Name | Date | |||
| //s/ Joseph J. Tomasek | April 17, 2012 | |||
| Joseph J. Tomasek, Director | ||||
| /s/ Andre Scholz | April 17, 2012 | |||
| Andre Scholz, Director | ||||