Document_And_Entity_Informatio
Document And Entity Information (USD $) | 12 Months Ended | ||
Dec. 31, 2013 | 14-May-14 | Apr. 08, 2014 | |
Document Information [Line Items] | ' | ' | ' |
Document Type | '10-K | ' | ' |
Amendment Flag | 'false | ' | ' |
Document Period End Date | 31-Dec-13 | ' | ' |
Document Fiscal Year Focus | '2013 | ' | ' |
Document Fiscal Period Focus | 'FY | ' | ' |
Trading Symbol | 'KIWB | ' | ' |
Entity Common Stock, Shares Outstanding | ' | 683,693,060 | ' |
Entity Registrant Name | 'Kiwibox.Com, Inc. | ' | ' |
Entity Central Index Key | '0000838796 | ' | ' |
Current Fiscal Year End Date | '--12-31 | ' | ' |
Entity Well-known Seasoned Issuer | 'No | ' | ' |
Entity Voluntary Filers | 'No | ' | ' |
Entity Current Reporting Status | 'Yes | ' | ' |
Entity Filer Category | 'Smaller Reporting Company | ' | ' |
Entity Public Float | ' | ' | $6,836,931 |
Consolidated_Balance_Sheets
Consolidated Balance Sheets (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Current Assets | ' | ' |
Cash and cash equivalents | $3,659 | $56,751 |
Accounts receivable, net of allowance for doubtful accounts of $0 and $0, respectively | 0 | 230,691 |
Due from related parties | 0 | 15,468 |
Other receivables | 5,248 | 2,469 |
Income taxes receivable | 0 | 0 |
Prepaid expenses and other current assets | 121,168 | 129,010 |
Total Current Assets | 130,075 | 434,389 |
Property and equipment, net of accumulated depreciation of $105,795 and $621,876 | 5,795 | 120,556 |
Website development costs, net of accumulated amortization of $251,688 and $284,121 | 2,576 | 108,539 |
Goodwill | 0 | 6,169,426 |
Deferred tax Asset | 0 | 0 |
Other assets | 18,920 | 44,213 |
Total Assets | 157,366 | 6,877,123 |
Current Liabilities | ' | ' |
Bank overdraft | 0 | 176,013 |
Accounts payable | 253,347 | 230,691 |
Accrued expenses | 2,326,283 | 1,442,177 |
Due to related parties | 33,612 | 30,710 |
Obligations to be settled in stock | 259,288 | 270,658 |
Dividends payable | 684,392 | 633,129 |
Current maturities of long-term debt | 33,529 | 33,529 |
Liability for derivative conversion feature -related parties | 12,068,233 | 13,797,679 |
Total Current Liabilities | 26,017,383 | 25,910,042 |
Stockholders’ Equity (Impairment) | ' | ' |
Preferred Stock, $0.001 par value, non-voting, 3,000,000 shares authorized; 85,890 shares issued and outstanding | 86 | 86 |
Common Stock, $0.0001 par value, 1,400,000,000 shares authorized; issued and outstanding 683,693,060 and 679,393,060 shares respectively | 68,367 | 67,937 |
Additional paid-in capital | 52,726,105 | 52,658,185 |
Accumulated deficit | -78,654,575 | -71,649,780 |
Accumulated other comprehensive loss | 0 | -109,347 |
Total Stockholders’ Equity (Impairment) | -25,860,017 | -19,032,919 |
Total Liabilities and Equity (Impairment) | 157,366 | 6,877,123 |
Other | ' | ' |
Current Liabilities | ' | ' |
Loans and notes payable | 100,000 | 140,000 |
Convertible notes payable | 0 | 41,667 |
Related Party Transactions | ' | ' |
Current Liabilities | ' | ' |
Loans and notes payable | 340,000 | 340,000 |
Convertible notes payable | $9,918,699 | $8,773,699 |
Consolidated_Balance_Sheets_Pa
Consolidated Balance Sheets (Parenthetical) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Accounts receivable, allowance for doubtful accounts | $0 | $0 |
Property and equipment, accumulated depreciation | 105,795 | 621,876 |
Website development costs, accumulated amortization | $251,688 | $284,121 |
Preferred Stock, par value | $0.00 | $0.00 |
Preferred Stock, shares authorized | 3,000,000 | 3,000,000 |
Preferred Stock, shares issued | 85,890 | 85,890 |
Preferred Stock, shares outstanding | 85,890 | 85,890 |
Common Stock, par value | $0.00 | $0.00 |
Common Stock, shares authorized | 1,400,000,000 | 1,400,000,000 |
Common Stock, issued | 683,693,060 | 679,393,060 |
Common Stock, outstanding | 683,693,060 | 679,393,060 |
Consolidated_Statements_of_Ope
Consolidated Statements of Operations (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Net Sales | ' | ' |
Advertising | $833,296 | $1,363,508 |
Other | 100,923 | 106,197 |
Total Net Sales | 934,219 | 1,469,705 |
Cost of Goods Sold | ' | ' |
Website hosting expenses | 592,323 | 1,292,171 |
Total Cost of Goods Sold | 592,323 | 1,292,171 |
Gross Profit (Loss) | 341,896 | 177,534 |
Selling expenses | 529,932 | 389,209 |
Impairment-Goodwill | 6,138,210 | 0 |
Stock-based compensation (see below) | 7,750 | 9,300 |
General and administrative expenses | 1,070,938 | 1,450,181 |
Loss From Operations | -7,404,934 | -1,671,156 |
Other Income (Expense) | ' | ' |
Miscellaneous income | 12,454 | 50,489 |
Interest expense | -992,131 | -758,540 |
Interest expense-derivative conversion features | -2,307,402 | -7,663,872 |
Loss on deconsolidation of subsidiary | -253,557 | 0 |
Amortization of debt discount | -8,333 | -41,667 |
Loss on extinguishment of debt | -29,310 | 0 |
Foreign Currency Transaction (Loss)/Gain | 0 | 50,052 |
Change in fair value - derivative liabilities | 4,036,848 | -2,895,203 |
Total Other Income (Expense) | 458,569 | -11,258,741 |
Loss Before Benefit (Provision) for Income Taxes | -6,946,365 | -12,929,897 |
Benefit (Provision) for Income Taxes | -7,167 | -1,080,435 |
Net Loss | -6,953,532 | -14,010,332 |
Dividends on Preferred Shares | -51,263 | -51,263 |
Net Loss Applicable to Common Shareholders, basic and diluted | -7,004,795 | -14,061,595 |
Net Loss Per Common Share, basic and diluted | ($0.01) | ($0.02) |
Weighted Average of Common Shares Outstanding | 680,961,142 | 650,715,901 |
Comprehensive Income (Loss): | ' | ' |
Net Income (Loss) | -6,953,532 | -14,010,332 |
Foreign currency translation adjustment | -1,709 | 273,603 |
OCI gains on deconsolidation of subsidiary | 111,056 | 0 |
Total Comprehensive Income (Loss) | ($6,844,185) | ($13,736,729) |
Statement_of_Stockholders_Equi
Statement of Stockholders' Equity (Deficit) (USD $) | Total | Services | Settlements of Obligations | Convertible Preferred Stock | Convertible Preferred Stock | Convertible Preferred Stock | Cumulative Preferred Stock | Cumulative Preferred Stock | Cumulative Preferred Stock | Common Stock | Common Stock | Common Stock | Additional Paid-in Capital | Additional Paid-in Capital | Additional Paid-in Capital | Accumulated Deficit | Accumulated Deficit | Accumulated Other Comprehensive Income (Loss) |
USD ($) | USD ($) | USD ($) | USD ($) | Services | Settlements of Obligations | USD ($) | Services | Settlements of Obligations | USD ($) | Services | Settlements of Obligations | USD ($) | Services | Settlements of Obligations | USD ($) | Settlements of Obligations | USD ($) | |
USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | |||||||||||
Balance at Dec. 31, 2011 | ($8,211,778) | ' | ' | $86 | ' | ' | $0 | ' | ' | $58,618 | ' | ' | $49,700,653 | ' | ' | ($57,588,185) | ' | ($382,950) |
Balance (in shares) at Dec. 31, 2011 | ' | ' | ' | 85,890 | ' | ' | 1 | ' | ' | 586,168,060 | ' | ' | ' | ' | ' | ' | ' | ' |
Shares issued upon conversions of debt | 1,409,570 | ' | ' | 0 | ' | ' | ' | ' | ' | 9,200 | ' | ' | 1,400,370 | ' | ' | ' | ' | ' |
Shares issued upon conversions of debt (in shares) | ' | ' | ' | 0 | ' | ' | 0 | ' | ' | 92,000,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Recognition of capital from conversion of derivative liabilities | 1,529,883 | ' | ' | 0 | ' | ' | 0 | ' | ' | 0 | ' | ' | 1,529,883 | ' | ' | 0 | ' | ' |
Issuance of common stock (in shares) | ' | ' | ' | ' | ' | 0 | ' | ' | 0 | ' | ' | 1,225,000 | ' | ' | ' | ' | ' | ' |
Issuance of common stock | ' | ' | 27,398 | ' | ' | 0 | ' | ' | 0 | ' | ' | 119 | ' | ' | 27,279 | ' | 0 | ' |
Dividends on conv. preferred stock | -51,263 | ' | ' | 0 | ' | ' | 0 | ' | ' | 0 | ' | ' | 0 | ' | ' | -51,263 | ' | ' |
Net loss | -14,010,332 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | -14,010,332 | ' | ' |
Other comprehensive income: | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Foreign currency translation gain (loss) | 273,603 | ' | ' | 0 | ' | ' | 0 | ' | ' | 0 | ' | ' | 0 | ' | ' | 0 | ' | 273,603 |
OCI gains on deconsolidation | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Balance at Dec. 31, 2012 | -19,032,919 | ' | ' | 86 | ' | ' | 0 | ' | ' | 67,937 | ' | ' | 52,658,185 | ' | ' | -71,649,780 | ' | -109,347 |
Balance (in shares) at Dec. 31, 2012 | ' | ' | ' | 85,890 | ' | ' | 1 | ' | ' | 679,393,060 | ' | ' | ' | ' | ' | ' | ' | ' |
Issuance of common stock (in shares) | ' | ' | ' | ' | 0 | 0 | ' | 0 | 0 | ' | 1,550,000 | 2,750,000 | ' | ' | ' | ' | ' | ' |
Issuance of common stock | ' | 7,750 | 60,600 | ' | 0 | 0 | ' | ' | 0 | ' | 155 | 275 | ' | 7,595 | 60,325 | ' | 0 | ' |
Dividends on conv. preferred stock | -51,263 | ' | ' | 0 | ' | ' | 0 | ' | ' | 0 | ' | ' | 0 | ' | ' | -51,263 | ' | ' |
Net loss | -6,953,532 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | -6,953,532 | ' | ' |
Other comprehensive income: | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Foreign currency translation gain (loss) | -1,709 | ' | ' | 0 | ' | ' | 0 | ' | ' | 0 | ' | ' | 0 | ' | ' | 0 | ' | -1,709 |
OCI gains on deconsolidation | 111,056 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 111,056 |
Balance at Dec. 31, 2013 | ($25,860,017) | ' | ' | $86 | ' | ' | $0 | ' | ' | $68,367 | ' | ' | $52,726,105 | ' | ' | ($78,654,575) | ' | $0 |
Balance (in shares) at Dec. 31, 2013 | ' | ' | ' | 85,890 | ' | ' | 1 | ' | ' | 683,693,060 | ' | ' | ' | ' | ' | ' | ' | ' |
Statements_of_Cash_Flows
Statements of Cash Flows (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Cash Flows From Operating Activities | ' | ' |
Net Loss | ($6,953,532) | ($14,010,332) |
Adjustments to Reconcile Net Loss to Net Cash Used in Operations: | ' | ' |
Depreciation and amortization | 138,094 | 305,478 |
Securities issued for services | 7,750 | 9,300 |
Intrinsic value of beneficial conversion feature | 2,307,402 | 7,663,873 |
Change in fair value - conversion features | -4,036,848 | 2,895,203 |
Impairment of goodwill | 6,138,210 | 0 |
Bad debt expense | 8,257 | 0 |
Loss on deconsolidation of subsidiary | 253,557 | 0 |
Loss on extinguishment of debt | 29,310 | 0 |
Change in deferred taxes | 0 | 1,052,454 |
Foreign transaction (gain) loss | 0 | -50,052 |
Changes in operating assets and liabilities: | ' | ' |
Accounts receivable | 27,058 | 153,051 |
Income taxes receivable | 0 | 90,138 |
Other receivables | -2,779 | 88,974 |
Prepaid expenses | -27,913 | -86,769 |
Increases (Decreases) in Liabilities | ' | ' |
Bank overdraft | -176,103 | 176,103 |
Obligations to be settled in stock | 19,920 | 52,980 |
Accounts payable | 55,387 | 1,413 |
Accrued expenses | 1,032,298 | 688,868 |
Net Cash Used by Operating Activities | -1,179,932 | -969,318 |
Cash Flows From Investing Activities | ' | ' |
Proceeds from sale of assets | 0 | 666 |
Cash outlay - website development costs | 0 | -65,834 |
Advances and deposits with affiliate | -767,265 | 0 |
Cash abandoned upon deconsolidation of subsidiary | -81,001 | 0 |
Cash refund (outlay) - other assets | 899 | -398 |
Purchases of property and equipment | -3,644 | -3,165 |
Net Cash Used by Investing Activities | -851,011 | -68,731 |
Cash Flows From Financing Activities | ' | ' |
Proceeds from loans payable | 919,643 | 0 |
Proceeds from convertible notes payable | 1,145,000 | 1,055,000 |
Repayments on convertible notes payable | -90,000 | 0 |
Net proceeds from (repayments to) related parties | 2,902 | -154,440 |
Net Cash Provided by Financing Activities | 1,977,545 | 900,560 |
Net Increase (Decrease) in Cash | -53,398 | -137,490 |
Effect of exchange rates on cash | 306 | -1,372 |
Cash at beginning of period | 56,751 | 195,613 |
Cash at end of period | 3,659 | 56,751 |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION | ' | ' |
Interest Paid | 37,780 | 16,637 |
NON-CASH INVESTING AND FINANCING ACTIVITIES: | ' | ' |
Settlement of obligations with common stock | 60,600 | 31,597 |
Acquisition of subsidiary via acquisition indebtedness and affiliate debentures | ' | 5,170,318 |
Conversion of debt | ' | 1,490,570 |
Year to date dividend accruals | 51,263 | 51,263 |
Settlement of bank debt with short term loan | 115,344 | ' |
Reduction of derivatives from conversion of debt | ' | $1,516,384 |
SUMMARY_OF_SIGNIFICANT_ACCOUNT
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2013 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ' |
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Nature of Organization | |
Kiwibox.Com, Inc. (the “Company”) was incorporated as a Delaware corporation on April 19, 1988 under the name Fortunistics, Inc. On November 18, 1998, the Company changed its name to Magnitude Information Systems, Inc. On December 31, 2009, the Company changed its name to Kiwibox.com, Inc. | |
On August 16, 2007 the Company acquired all outstanding shares of Kiwibox Media, Inc. | |
The Company, Magnitude, Inc. and Kiwibox Media Inc. were separate legal entities until December 31, 2009, with Kiwibox Media, Inc. being a wholly owned subsidiary. On December 31, 2009, the two subsidiaries, Magnitude, Inc. and Kiwibox Media, Inc. merged into the Company. | |
On September 30, 2011, Kiwibox.com acquired the German based social network Kwick!! Community GmbH & Co. KG, a wholly-owned subsidiary. | |
On September 24, 2013, Kwick Community GmbH & Co. KG signed an equity purchase agreement to acquire Interscholtz Internet Services GmbH and Co KG, a German limited liability company, and all the equity of its general partner, Interscholtz Beteiligungs GmbH. As of the balance sheet date, and pursuant to the terms of the contract, since full payment was not made for the purchase price of Interscholz Internet Services GmbH & Co KG, ownership does not transfer to Kwick Community GmbH & Co KG. Full payment must be made for ownership to transfer to Kwick. As of December 31, 2013 only $515,037 of the total purchase price of $1,352,000 was made. On December 9,2013 the acquisition of Intersholz Internet Services GmbH and Co KG by Kwick was rescinded due to non compliance with the terms of the addendum to the contract, calling for the full purchase price to have been paid.. However, Kwick did acquire all the equity of the general partner, Interscholz Beteiligungs GmbH, as full payment was not a requirement for transfer of ownership of that entity. | |
On December 10, 2013, the Company signed an Equity Purchase Agreement with Marcus Winkler to sell to him eighty (80%) percent of the equity of its German subsidiary, KWICK! Community GmbH & Co. KG, a German limited liability company, and Kwick! Beteiligungs GmbH, its general partner (collectively, “Kwick”). | |
Cash and Cash Equivalents | |
The Company accounts for cash and other highly liquid investments with original maturities of three months or less as cash and cash equivalents. | |
Principles of Consolidation | |
The consolidated financial statements for the year ended December 31, 2013 include the accounts of Kiwibox.com, Inc. and the activities of its former subsidiary, KWICK! Community GmbH & Co. KG (“Kwick”) through December 18, 2013 (the date of deconsolidation of the subsidiary). Any significant inter-company balances and transactions were eliminated prior to deconsolidation. | |
Goodwill and Intangible Assets | |
In 2012, the Company adopted the provisions of ASU 2011-08, Intangibles-Goodwill or Other (Topic 350): Testing Goodwill for Impairment. ASU 2011-08 provides an entity the option to first assess qualitative factors to determine whether the existence of events or circumstances leads to a determination that it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If, after assessing the totality of events or circumstances, an entity determines it is not more likely than not that the fair value of a reporting unit is less than its carrying amount, then performing the two-step impairment test is unnecessary. However, if an entity concludes otherwise, then it is required to perform the first step of the two-step impairment test by calculating the fair value of the reporting unit and comparing the fair value with the carrying amount of the reporting unit. If the carrying amount of a reporting unit exceeds its fair value, then the entity is required to perform the second step of the goodwill impairment test to measure the amount of the impairment loss, if any. Under the amendments in ASU 2011-08, an entity has the option to bypass the qualitative assessment for any reporting unit in any period and proceed directly to performing the first step of the two-step goodwill impairment test. An entity may resume performing the qualitative assessment in any subsequent period. The Company has assessed the qualitative factors in all periods since adoption (see Note 22). | |
In July 2012, the FASB issued ASU 2012-02, Intangibles-Goodwill or Other (Topic 350): Testing Indefinite-Living Tangible Assets for Impairment. ASU 2012-02 simplifies the guidance for testing the decline in the realizable value (impairment) of indefinite-lived intangible assets other than goodwill by allowing an organization the option to first assess qualitative factors to determine whether it is necessary to perform the quantitative impairment test. An organization electing to perform a qualitative assessment is no longer required to calculate the fair value of an indefinite-lived intangible asset unless the organization determines, based on a qualitative assessment, that it is "more likely than not" that the asset is impaired. The amendments in this Update are effective for annual and interim impairment tests performed for fiscal years beginning after September 15, 2012. Early adoption is permitted. The adoption of ASU 2012-02 did not have a material impact on our results of operations or our financial position. | |
Depreciation and Amortization | |
Property and equipment are recorded at cost. Depreciation on equipment, furniture and fixtures and leasehold improvements is computed on the straight-line method over the estimated useful lives of such assets between 3-10 years, or lease term for leasehold improvements, if for a shorter period. Maintenance and repairs are charged to operations as incurred. Software costs are amortized using the straight line method and amortized over their estimated useful lives. Amortization begins when the related software is ready for its intended use in accordance with Accounting Standards Codification (“ASC”) 350-40, Internal-Use Software, Subsequent Measurement. | |
Foreign Currency Translation | |
Assets and liabilities of foreign operations are translated into U.S. dollars at the rates of exchange in effect at the balance sheet date. Income and expense items are translated at the weighted average exchange rates prevailing during each period presented. Gains and losses resulting from foreign currency transactions are included in the results of operations. Gains and losses resulting from translation of financial statements of our foreign subsidiary operating in a non-hyperinflationary economy are recorded as a component of accumulated other comprehensive loss until either sale or upon complete or substantially complete liquidation by the Company of its investment in the foreign entity. The accumulated gain or (loss) on foreign currency translation adjustment was eliminated on December 18, 2013 due to the deconsolidation of the Company’s foreign subsidiary. | |
Advertising Costs | |
Advertising costs are charged to operations when incurred. Advertising expense was $82,727 and $82,573 for the years ended December 31, 2013 and 2012, respectively. Revenue and expense from advertising barter transactions was $41,876 for the twelve months ended December 31, 2013. | |
Evaluation of Long Lived Assets | |
Long-lived assets are assessed for recoverability on an ongoing basis. In evaluating the fair value and future benefits of long-lived assets, their carrying value would be reduced by the excess, if any, of the long-lived asset over management’s estimate of the anticipated undiscounted future net cash flows of the related long-lived asset. | |
Fair Value Measurements | |
The Company adopted the provisions of ASC 820, Fair Value Measurements and Disclosures, which is effective for fiscal years beginning after November 15, 2007, and interim periods within those fiscal years. Under ASC 820, a framework was established for measuring fair value in generally accepted accounting principles (GAAP), and expands disclosures about fair value measurements. The Company accounted for certain convertible debentures modified in the years ended December 31, 2013 and 2012 as derivative liabilities required to be bifurcated from the host contract in accordance with ASC 815-40, Contracts in Entity’s Own Equity, as the conversion feature embedded in the convertible debentures could result in the note principal and related accrued interest being converted to a variable number of the Company’s common shares (see Note 13). | |
Securities Issued for Services | |
The Company accounts for stock, stock options and stock warrants issued for services and compensation by employees under the fair value method. For non-employees, the fair market value of the Company’s stock on the date of stock issuance or option/grant is used. The Company has determined the fair market value of the warrants/options issued under the Black-Scholes Pricing Model. The Company has adopted the provisions of ASC 718, “Compensation – Stock Compensation”, which establishes accounting for equity instruments exchanged for employee services. Under the provisions of ASC 718, share-based compensation cost is measured at the grant date, based on the fair value of the award, and is recognized as an expense over the employee's requisite service period (generally the vesting period of the equity grant). | |
Reclassification of Certain Securities Under ASC 815-15 | |
Pursuant to ASC 815-15, “Contracts in Entity’s own Equity”, if a company has more than one contract subject to this Issue, and partial reclassification is required, there may be different methods that could be used to determine which contracts, or portions of contracts, should be reclassified. The Company's method for reclassification of such contracts is reclassification of contracts with the latest maturity date first. | |
Capitalization of Software /Website Development Costs | |
The Company capitalizes outside-contracted development work in accordance with the guidelines published under ASC 350-50, “Website Development Costs”. Under ASC 350-50, costs incurred during the planning stage are expensed, while costs relating to software used to operate a web site or for developing initial graphics should be accounted for under ASC 350-50, Accounting for the Costs of Computer Software Developed or Obtained for Internal Use, unless a plan exists or is being developed to market the software externally. Under ASC 350-50, internal and external costs incurred to develop internal-use computer software during the application development stage should be capitalized. Costs to develop or obtain software that allows for access or conversion of old data by new systems should also be capitalized, excluding training costs. | |
Fees incurred for web site hosting, which involve the payment of a specified, periodic fee to an Internet service provider in return for hosting the web site on its server(s) connected to the Internet, are expensed over the period of benefit, and included in cost of sales in the accompanying financial statements. | |
A total of $0 and $60,321 was capitalized for web-site development work during the years ended December 31, 2013 and 2012, respectively. | |
Income Taxes | |
The Company provides for income taxes based on enacted tax law and statutory tax rates at which items of income and expenses are expected to be settled in the Company’s income tax return. Certain items of revenue and expense are reported for Federal income tax purposes in different periods than for financial reporting purposes, thereby resulting in deferred income taxes. Deferred taxes are also recognized for operating losses that are available to offset future taxable income. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. The Company has incurred net operating losses for financial-reporting and tax-reporting purposes. Accordingly, for Federal and state income tax purposes, the benefit for income taxes has been offset entirely by a valuation allowance against the related federal and state deferred tax asset. | |
Net Loss Per Share | |
Net loss per share, in accordance with the provisions of ASC 260, “Earnings Per Share” is computed by dividing net loss by the weighted average number of shares of Common Stock outstanding during the period. Common Stock equivalents have not been included in this computation since the effect would be anti-dilutive. Such common stock equivalents totaled 104,903,240 common shares at December 31, 2013, comprised of 26,500,000 shares issuable upon exercise of stock purchase warrants, 4,900,000 shares issuable upon exercise of stock options, 729,537 shares exercisable upon conversion of convertible preferred shares, and 72,773,703 shares potentially issuable upon conversion of convertible debt. Such debt and the related accrued interest,is presently convertible at the option of four holders at a conversion price of 50% of the ten day trailing market price. The total principal due under these notes of $9,918,699 would yield in excess of 3.5 billion shares if fully converted, however, the respective notes, all of which were issued to these four investors, carry a stipulation whereby the number of all shares issued pursuant to a conversion, may in the aggregate not exceed a number that would increase the total share holdings beneficially owned by such investor to a level above 9.99%. At the end of the quarter, this clause limits any conversion to the aforementioned number of shares. All of the aforementioned conversions or exercises, as the case may be, are at the option of the holders. | |
Revenue Recognition | |
The Company’s revenue is derived from advertising on the Kiwibox.Com or Kwick websites. Most contracts require the Company to deliver the customer impressions, click-throughs or new customers, or some combination thereof. Accordingly, advertising revenue is estimated and recognized for the period in which customer impressions, click through or new customers are delivered. Licensing or hosting revenue consists of an annual contract with clients to provide web-site hosting and assistance. | |
Use of Estimates | |
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. | |
GOING_CONCERN
GOING CONCERN | 12 Months Ended |
Dec. 31, 2013 | |
Going Concern [Abstract] | ' |
GOING CONCERN | ' |
2. GOING CONCERN | |
The ability of the Company to continue its operations is dependent on increasing sales and obtaining additional capital and financing. Our revenues during the foreseeable future are insufficient to finance our business and we are entirely dependent on the willingness of existing investors to continue supporting the Company with working capital loans and equity investments, and our ability to find new investors should the financial support from existing investors prove to be insufficient. If we were unable to obtain a steady flow of new debt or equity-based working capital we would be forced to cease operations. In their report for the fiscal year ended December 31, 2013, our auditors have expressed an opinion that, as a result of the losses incurred, there is substantial doubt regarding our ability to continue as a going concern. The accompanying financial statements do not include any adjustments that might be necessary if the Company were unable to continue as a going concern. Management’s plans are to continue seeking equity and debt capital until cash flow from operations cover funding needs. | |
CONCENTRATIONS_OF_BUSINESS_AND
CONCENTRATIONS OF BUSINESS AND CREDIT RISK | 12 Months Ended |
Dec. 31, 2013 | |
Concentrations Of Business and Credit Risk [Abstract] | ' |
CONCENTRATIONS OF BUSINESS AND CREDIT RISK | ' |
3. CONCENTRATIONS OF BUSINESS AND CREDIT RISK | |
The Company maintains cash balances in a financial institution which is insured by the Federal Deposit Insurance Corporation up to $250,000. Balances in these accounts may, at times, exceed the federally insured limits. At December 31, 2013, cash balances in bank accounts did not exceed this limit. The Company provides credit in the normal course of business to customers located throughout the U.S. and overseas. The Company performs ongoing credit evaluations of its customers and maintains allowances for doubtful accounts based on factors surrounding the credit risk of specific customers, historical trends, and other information. | |
PREPAID_EXPENSES
PREPAID EXPENSES | 12 Months Ended | |||||||
Dec. 31, 2013 | ||||||||
Prepaid Expenses [Abstract] | ' | |||||||
PREPAID EXPENSES | ' | |||||||
4. PREPAID EXPENSES | ||||||||
Prepaid expenses consist of the following at: | December 31, 2013 | December 31, 2012 | ||||||
Rent | $ | - | $ | 11,427 | ||||
Promotional supplies inventory | - | 6,866 | ||||||
Business insurance | 10,620 | 5,250 | ||||||
Consulting | 110,000 | 100,000 | ||||||
Other | 548 | 5,467 | ||||||
121,168 | 129,010 | |||||||
PROPERTY_AND_EQUIPMENT
PROPERTY AND EQUIPMENT | 12 Months Ended | |||||||
Dec. 31, 2013 | ||||||||
Property and Equipment [Abstract] | ' | |||||||
PROPERTY AND EQUIPMENT | ' | |||||||
5. PROPERTY AND EQUIPMENT | ||||||||
Property and equipment consist of the following at: | December 31, 2013 | December 31, 2012 | ||||||
Furniture | $ | 14,322 | $ | 14,322 | ||||
Leasehold Improvements | 24,130 | 24,130 | ||||||
Computer Equipment | - | 620,842 | ||||||
Office Equipment | 73,138 | 73,138 | ||||||
111,590 | 742,432 | |||||||
Less accumulated depreciation | 105,795 | 621,876 | ||||||
Total | $ | 5,795 | $ | 120,556 | ||||
Depreciation expense charged to operations was $65,567 and $166,274 for the years ended December 31, 2013 and 2012, respectively. | ||||||||
INTANGIBLE_ASSETS
INTANGIBLE ASSETS | 12 Months Ended | |||||||
Dec. 31, 2013 | ||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | ' | |||||||
INTANGIBLE ASSETS | ' | |||||||
6. INTANGIBLE ASSETS | ||||||||
Intangible assets consisted of software for website development costs is as follows: | ||||||||
December 31, 2013 | December 31, 2012 | |||||||
Website development costs | $ | 254,264 | $ | 392,660 | ||||
Less accumulated amortization | 251,688 | 284,121 | ||||||
Total | $ | 2,576 | $ | 108,539 | ||||
Amortization expense for the years ended December 31, 2013 and 2012 was $64,194 and $96,993, respectively. Additional amortization over the next 2 years is estimated to be as follows: | ||||||||
Amortization expense | ||||||||
31-Dec-14 | $ | 2,576 | ||||||
INVESTMENT_IN_UNCONSOLIDATED_S
INVESTMENT IN UNCONSOLIDATED SUBSIDIARY | 12 Months Ended |
Dec. 31, 2013 | |
Investment In Unconsolidated Subsidiary [Abstract] | ' |
INVESTMENT IN UNCONSOLIDATED SUBSIDIARY | ' |
7. INVESTMENT IN UNCONSOLIDATED SUBSIDIARY | |
On December 10, 2013, the company signed an equity purchase agreement with Marcus Winkler to sell to him eighty (80%) percent of the equity of its German subsidiary, Kwick. Pursuant to the terms of the agreement, the purchaser paid 36,000 Euros as the purchase price and the company was required to obtain shareholder approval of the sale as required under applicable Delaware Law. The majority shareholder approval was obtained on December 18, 2013. In addition, the Company and Mr. Winkler signed a Lock-Up and Standstill Agreement pursuant to the general terms of which the Company agreed not to participate in the management, operations or finances of Kwick, which shall be exclusively managed and under control of the purchaser. Accordingly, the Company’s minority ownership position shall be subject, in all respects, to the exclusive control of the purchaser. Mr, Winkler also has investment and voting control over Kreuzfeld Ltd., a major creditor of the company, which holds a Class AA convertible promissory note with an outstanding balance (including accrued interest) of $4,267,834 as of December 31, 2013. | |
Due to the significant reduction in the Company’s percentage of controlling interest in Kwick (down to 20%), coupled with the contract restrictions over voting rights and management of the operations of Kwick subsequent to December 18, 2013, the Company recognized the deconsolidation of Kwick as of that date, resulting in a loss on deconsolidation of $253,557, and now carries the investment in Kwick under the cost method of accounting. Due to the significant reductions in fair value of this reporting unit that are considered other than temporary, and impairment of the related goodwill, the carrying value of this cost method investment was zero at December 31, 2013. | |
ACCRUED_EXPENSES
ACCRUED EXPENSES | 12 Months Ended | |||||||
Dec. 31, 2013 | ||||||||
Payables and Accruals [Abstract] | ' | |||||||
ACCRUED EXPENSES | ' | |||||||
8. ACCRUED EXPENSES | ||||||||
Accrued expenses consisted of the following at: | ||||||||
December 31, 2013 | December 31, 2012 | |||||||
Accrued interest | $ | 2,158,274 | $ | 1,203,923 | ||||
Accrued payroll, payroll taxes and commissions | 18,585 | 51,944 | ||||||
Accrued professional fees | 116,900 | 150,598 | ||||||
Accrued rent / deferred rental obligation | 11,789 | 12,158 | ||||||
Miscellaneous accruals | 20,735 | 23,554 | ||||||
Total | $ | 2,326,283 | $ | 1,442,177 | ||||
OBLIGATIONS_TO_BE_SETTLED_IN_S
OBLIGATIONS TO BE SETTLED IN STOCK | 12 Months Ended | |||||||
Dec. 31, 2013 | ||||||||
Other Liabilities Disclosure [Abstract] | ' | |||||||
OBLIGATIONS TO BE SETTLED IN STOCK | ' | |||||||
9. OBLIGATIONS TO BE SETTLED IN STOCK | ||||||||
Obligations to be settled in stock consisted of the following at | ||||||||
December 31, | December 31, | |||||||
2013 | 2012 | |||||||
Obligation for warrants granted for compensation | $ | 100,000 | $ | 100,000 | ||||
600,000 common shares issuable to a consultant who was a director of the company, for services rendered. | 36,000 | 36,000 | ||||||
0 (2013) and 500,000 (2012) common shares, and 2,900,000 (2013) and 2,900,000 (2012) stock options issuable to two officers of the Company pursuant to their respective employment Agreements | 56,858 | 69,608 | ||||||
5,400,000 (2013) and 4,200,000 (2012) stock options issuable to one director who also serves as the Company’s general counsel | 56,430 | 44,550 | ||||||
1,000,000 warrants granted on the Pixunity.de asset Purchase | 10,000 | 10,000 | ||||||
1,050,000 shares issuable under stock grants | - | 10,500 | ||||||
$ | 259,288 | $ | 270,658 | |||||
LOANS_PAYABLE
LOANS PAYABLE | 12 Months Ended | ||||
Dec. 31, 2013 | |||||
Debt Disclosure [Abstract] | ' | ||||
LOANS PAYABLE | ' | ||||
10. LOANS PAYABLE | |||||
The Company (Formerly Magnitude, Inc.) had borrowings under short term loan agreements with the following terms and conditions at December 31, 2010 and 2009: | |||||
On December 4, 1996, The company (Formerly Magnitude, Inc.) repurchased 500,000 shares of its common stock and retired same against issuance of a promissory note maturing twelve months thereafter accruing interest at 5% per annum and due December 4, 1998. This note is overdue as of September 30, 2005 and no demand for payment has been made. | $ | 75,000 | |||
Total | $ | 75,000 | |||
NOTES_PAYABLE
NOTES PAYABLE | 12 Months Ended | |||||||
Dec. 31, 2013 | ||||||||
Notes Payable [Abstract] | ' | |||||||
NOTES PAYABLE | ' | |||||||
11. NOTES PAYABLE | ||||||||
December 31, | December 31, | |||||||
2013 | 2012 | |||||||
Balance of non-converted notes outstanding. Attempts to locate the holder of this note, to settle this liability, have been unsuccessful. | $ | 25,000 | $ | 25,000 | ||||
In January 2008 a shareholder loaned the Company $40,000 pursuant to which the Company issued a demand note bearing interest at the rate of 5% per year. | -0- | 40,000 | ||||||
From September 2008 through December 2013 five creditors loaned the Company funds under the terms of the convertible notes issued, as modified in March 2009 and July 2010 and April 2011 and August 2012 (see Note 13). | 9,918,699 | 8,773,699 | ||||||
During March 2012,an individual loaned the Company funds under the terms of a convertible promissory note at interest of 5% per year (see Note 13) | -0- | 50,000 | ||||||
Less: debt discount on above note | -0- | -8,333 | ||||||
In January 2011 and again in February 2011, a shareholder loaned the Company $50,000 under a demand note at 10%. In 2010, this shareholder loaned the Company $240,000 under a demand note at 10%. | 340,000 | 340,000 | ||||||
Total | $ | 10,283,699 | $ | 9,220,366 | ||||
LONGTERM_DEBT
LONG-TERM DEBT | 12 Months Ended | ||||
Dec. 31, 2013 | |||||
Long-Term Debt [Abstract] | ' | ||||
LONG-TERM DEBT | ' | ||||
12. LONG-TERM DEBT | |||||
Long-term debt as of December 31, 2012 and 2011 is comprised of the following: | |||||
Discounted present value of a non-interest bearing $70,000 settlement with a former investor of Magnitude, Inc. to be paid in 24 equal monthly payments commencing July 1, 1997. The imputed interest rate used to discount the note is 8% per annum. This obligation is in default. | $ | 33,529 | |||
Total | 33,529 | ||||
Less current maturities | 33,529 | ||||
Long-term debt, net of current maturities | $ | - | |||
DERIVATIVE_CONVERSION_FEATURES
DERIVATIVE CONVERSION FEATURES | 12 Months Ended |
Dec. 31, 2013 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ' |
DERIVATIVE CONVERSION FEATURES | ' |
13. DERIVATIVE CONVERSION FEATURES | |
On July 27, 2010, the Company issued two Class A Senior Convertible Revolving Promissory Notes (“Class A Notes”), one to Cambridge Services, Inc., in the principal amount of $683,996, consolidating the series of loans (and related accrued interest) made to the Company since June 26, 2009, and one to Discover Advisory Company, in the principal amount of $1,160,984, consolidating the series of loans (and related accrued interest) made to the Company since September 19, 2008 and including advances through September 30, 2010. Each of these promissory notes are due on demand, accrue interest at the rate of 10%, per annum, are convertible (including accrued interest) at the option of each lender into Common Stock of the Company at 50% of the averaged ten closing prices for the Company's Common Stock for the ten (10) trading days immediately preceding the Conversion Date but in no event less than $0.001 (the "Conversion Price"). Both promissory notes contain conversion caps, limiting conversions under these notes to a maximum beneficial ownership position of Company common stock to 9.99% for each lender. Each of these notes contains Company covenants, requiring the lenders’ prior written consent in order for the Company to merge, issue any common or preferred stock or any convertible debt instruments, declare a stock split or dividends, increase any compensation to its officers or directors by more than five (5%) during any calendar year. During the year ended December 31, 2013, there were no notes converted. During 2012, to settle the obligation for indebtedness from the acquisition of Kwick!, Cambridge Services, Inc., Discovery Advisory Services, Kreuzfeld, Ltd and VGZ advanced $298,913, $2,436,588, $2,069,479 and $365,388, respectively. | |
The Company renegotiated certain outstanding promissory notes with its four major creditors, Discover Advisory Company of the Bahamas (“DAC”), Kreuzfeld Ltd. of Switzerland (“Kreuzfeld”), Cambridge Services, Inc. of Panama (“CSI”) and Vermoegensverwaltungs-Gesellschaft Zurich LTD of Switzerland (“VGZ”). As of August 1, 2012, the Company authorized the issue of a new series of corporate notes, the Class AA Senior Secured Convertible Revolving Promissory Notes, dated as of August 1, 2012 (the New Note(s)”) and issued New Notes: (1) to DAC, with a maximum credit facility of $5,000,000 which replaced the Company’s outstanding Class A Senior Convertible Revolving Promissory Note, dated July 27, 2010, in the original principal amount of $1,080,984, now cancelled, which has an outstanding balance due (including accrued interest) of $3,952,008 as of December 31, 2013; (2) to Kreuzfeld, with a maximum credit facility of $5,000,000 which replaced the Company’s outstanding Class A Senior Convertible Revolving Promissory Note, dated September 16, 2011, in the original principal amount of $2,000,000, now cancelled, which has an outstanding balance due (including accrued interest) of $4,267,834 as of December 31, 2013; (3) to CSI, with a maximum credit facility of $2,000,000 which replaced the Company’s outstanding Class A Senior Convertible Revolving Promissory Note, dated August 1, 2011, in the original principal amount of $1,303,996, now cancelled, with an outstanding balance due (including accrued interest) of $2,729,435 as of December 31, 2013, and; (4) to VGZ, with a maximum credit facility of $2,000,000 which replaced the Company’s outstanding Class A Senior Convertible Revolving Promissory Note, dated September 30, 2010, in the original principal amount of $2,000,000, now cancelled, with an outstanding balance due (including accrued interest) of $955,159 as of December 31, 2013. All of the New Notes accrue interest at the rate of 10%, are convertible into common shares at the conversion rate equal to 50% of the averaged ten closing prices for the Company's Common Stock for the ten (10) trading days immediately preceding the Conversion Date but in no event less than $0.001, and are due on demand.. Pursuant to an Equity and Stock Pledge Agreement, also negotiated and executed as of August 1, 2012, the repayment of the outstanding indebtedness of the New Notes is secured by all of the limited partnership interests of the Company’s partly-owned (now deconsolidated) German subsidiary, KWICK! Community GmbH & Co. KG, a private German limited partnership (“KG”), and all of its shares of the sole general partner of KG, KWICK! Community Beteiligungs GmbH. | |
On February 28, 2012 the Company signed a convertible note with Michael Pisani. This is a 1 year note that is convertible at $0.025 per share in the amount of $50,000. In the event that any portion of any outstanding Company promissory note, preferred share, warrant or stock option held of record by a non-affiliate of the Company is converted, exercised or exchanged for common shares of the Company at a conversion price or conversion rate less than $0.025 per one (1) common share anytime any part of the outstanding principal amount of this note is outstanding, the conversion rate of this note shall automatically be adjusted to such lower conversion rate. The Company evaluated this conversion contingency under the guidance at ASC 815-40-15 and determined that this conversion feature should be bifurcated from the host contract and measures at fair value. The Company valued this conversion feature utilizing a Black-Scholes valuation model and a probability analysis with regard to the reset provision of the conversion price. The Company determined the initial value to be $55,241, with $50,000 recorded as a debt discount and the remainder as interest expense-derivative conversion features. The discount is being amortized over the life of the note. A total of $8,333 in amortization expense was recorded during the twelve months ended December 31, 2013. As of December 31, 2013 this debt plus accrued interest was paid in full. | |
The Company accounted for the conversion features underlying these convertible debentures in accordance with ASC 815-40, Contract in Entity’s Own Equity, as the conversion feature embedded in the convertible debentures could result in the note principal and related accrued interest being converted to a variable number of the Company’s common shares. The Company determined the value of the derivate conversion features of these debentures under these terms at the relevant commitment dates to be $2,307,402 utilizing a Black-Scholes valuation model, with $50,000 recorded as a debt discount as indicated above. The fair value of the derivative conversion features was determined to be $12,068,233 at December 31, 2013. The change in fair value of the liability for the conversion feature resulted in income of $4,036,848 for the year ended December 31, 2013, which is included in Other Income (Expense) in the accompanying financial statements. | |
COMMITMENTS_AND_CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended | ||||
Dec. 31, 2013 | |||||
Commitments and Contingencies Disclosure [Abstract] | ' | ||||
COMMITMENTS AND CONTINGENCIES | ' | ||||
14. COMMITMENTS AND CONTINGENCIES | |||||
We maintain offices for our operations at 330 W. 42th Street, New York, New York 10036, for approximately 990 square feet. This lease requires initial minimum monthly rentals of $3,833 plus tenants’ share of utility/cam/property tax charges which average approximately $291 per month. During 2013 the Company successfully negotiated a 5 year lease, with future minimum rentals as follows: | |||||
2014 | $ | 46,460 | |||
2015 | 47,854 | ||||
2016 | 49,289 | ||||
2017 | 50,768 | ||||
2018 | 47,847 | ||||
In May 2010 the Company negotiated a lease of an apartment in New York City for the CEO in order to reduce travel costs. The lease was for 12 months at $2,775 per month through May 31, 2011. In May 2011 the lease was extended through August 31, 2011 at the rate of $2,837. In August 2011 the lease was extended through December 31, 2011 at the rate of $2,837 per month. In December 2011 the lease was again extended through May 31, 2012 with no change in the base rent. In May 2012 the lease was extended through December 31, 2012 at a monthly rate of $2,943, this lease was then extended through December 31, 2013 at the same terms. | |||||
Kwick! has operating leases related to office space in Weinstadt, Germany along with vehicle leases. The office lease is renewable quarterly at a rate of $2,000 per month plus utilities. Kwick also has a vehicle lease which will be terminated January 31, 2014 at a rate of $1,077 per month. Kwick has a sublease arrangement with Jaumo GmBh a related party (see Note 15). Kwick’s operating leases relate to leases of land and vehicles with lease terms of between 3 and 5 years. All operating lease contracts over 5 years contain clauses for yearly market rental reviews. The Company does not have an option to purchase the leased office at the expiration of the lease period. | |||||
Our total rent expenses were $113,364 and $138,821 during the year ended December 31, 2013 and 2012, respectively. | |||||
During the third quarter of 2010 the Chief Technology Officer took over the position of Chief Executive Officer with no changes to the above terms, running through July 30, 2011. On October 6, 2010, the terms of the consulting agreement were modified. The new terms called for a reduced monthly consulting fee of $16,667, and for $100,000 to be prepaid on January 1, 2011 thru June 30, 2011. During the fourth quarter of 2011 this agreement was extended through December 31, 2012. During the fourth quarter of 2012 this agreement was again extended through December 31, 2013 with the same prepayment provision. During the fourth quarter of 2013 the terms of this agreement were modified. The new terms called for an increased monthly consulting fee to $18,333 effective January 1, 2014 through December 31, 2014. There were no changes to the stock compensation portion of any earlier agreement. | |||||
In the year ended December 31, 2013 and December 31, 2012 this officer was granted 1,200,000 shares. | |||||
On March 7, 2011 the Company announced its acquisition of the assets of Pixunity.DE a German photo book community. We purchased the internet domain name, the software codes for capturing, uploading and sharing images and the list of its approximate 15,000 members. The principal reason for this purchase was to acquire the source code and technology for image sharing which could have cost us up to $100,000 to develop this technology in house. We are currently integrating the image sharing software into our Kiwibox website and do not intend to market or rely upon the pixunity brand for our business. | |||||
FAIR_VALUE
FAIR VALUE | 12 Months Ended | ||||
Dec. 31, 2013 | |||||
Fair Value Disclosures [Abstract] | ' | ||||
FAIR VALUE | ' | ||||
15. FAIR VALUE | |||||
Some of the Company’s financial instruments are not measured at fair value on a recurring basis but are recorded at amounts that approximate fair value due to their liquid or short-term nature, such as cash and cash equivalents, receivables and payables. | |||||
Effective July 1 2009, the Company adopted ASC 820, Fair Value Measurements and Disclosures. This topic defines fair value for certain financial and nonfinancial assets and liabilities that are recorded at fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements. This guidance supersedes all other accounting pronouncements that require or permit fair value measurements. The Company accounted for the conversion features underlying certain convertible debentures in accordance with ASC 815-40, Contracts in Entity’s Own Equity, as the conversion feature embedded in the convertible debentures could result in the note principal and related accrued interest being converted to a variable number of the Company’s common shares. | |||||
Effective July 1 2009, the Company adopted ASC 820-10-55-23A, Scope Application to Certain Non-Financial Assets and Certain Non-Financial Liabilities, delaying application for non-financial assets and non-financial liabilities as permitted. ASC 820 establishes a framework for measuring fair value, and expands disclosures about fair value measurements. ASC 820 establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three levels as follows: | |||||
Level 1 — quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company has the ability to access as of the measurement date. Financial assets and liabilities utilizing Level 1 inputs include active exchange- traded securities and exchange-based derivatives. | |||||
Level 2 — inputs other than quoted prices included within Level 1 that are directly observable for the asset or liability or indirectly observable through corroboration with observable market data. Financial assets and liabilities utilizing Level 2 inputs include fixed income securities, non-exchange-based derivatives, mutual funds, and fair-value hedges. | |||||
Level 3 — unobservable inputs for the asset or liability only used when there is little, if any, market activity for the asset or liability at the measurement date. Financial assets and liabilities utilizing Level 3 inputs include infrequently- traded, non-exchange-based derivatives and commingled investment funds, and are measured using present value pricing models. The company values the conversion liabilities using the Black-Scholes model and the assumptions are updated using independent data such as the risk free rate, volatility and expected life for each valuation date based on changes over time. | |||||
The following table reconciles, for the years ended December 31, 2012 and 2013, the beginning and ending balances for financial instruments that are recognized at fair value in the consolidated financial statements: | |||||
Conversion Liability at January 1, 2012 | $ | 4,704,987 | |||
Value of beneficial conversion features of new debentures | 7,713,872 | ||||
Change in value of beneficial conversion features during period | 2,895,203 | ||||
Reductions in fair value due to principal conversions | -1,516,383 | ||||
Conversion Liability at December 31,2012 | 13,797,679 | ||||
Value of beneficial conversion features of new debentures | 2,307,402 | ||||
Change in value of beneficial conversion features during period | -4,036,848 | ||||
Conversion Liability at December 31, 2013 | $ | 12,068,233 | |||
The fair value of the conversion features are calculated at the time of issuance and the Company records a conversion liability for the calculated value. The Company recognizes interest expense for the recognition of the conversion liability. | |||||
PREFERRED_STOCK
PREFERRED STOCK | 12 Months Ended | ||
Dec. 31, 2013 | |||
Equity [Abstract] | ' | ||
PREFERRED STOCK | ' | ||
16. PREFERRED STOCK | |||
Preferred stock is non-voting, $.001 par value per share with 3,000,000 shares authorized. | |||
Cumulative Preferred Stock has 2,500 shares designated of which 1 share is issued and outstanding. The total Cumulative Preferred Stock at December 31, 2006 is $0 with a liquidation price of $100,000. As of December 31, 2013, there was $9,000 of cumulative preferred dividends in arrears representing $9,000 per cumulative preferred share. | |||
Series A of the Senior Convertible Preferred Stock series which was issued in 2000 has 300,000 shares designated, 22,000 shares issued and outstanding. The total outstanding Series A Senior Convertible Preferred Stock at December 31, 2013 is $22 with a liquidation price of $120,000. The following is a description of the Series A convertible preferred stock: | |||
-1 | The holders of said shares of Series A Senior Preferred shall be entitled to receive cumulative dividends at the rate of seven percent (7%) per annum during the first annual period after issuance, increasing by increments of one half of one percent for every year thereafter until the rate reaches ten percent (10%) per annum at which time it will remain at 10% payable semi-annually when declared by the Board of Directors, before any dividend shall be declared, set apart for, or paid upon the Common Stock of the Company. The Dividend Rate shall accrue on the Liquidation Price of each share of the Series A Senior Preferred. The dividends on the Series A Senior Preferred, payable in cash, shall be cumulative, so that if the Company fails in any fiscal year to pay such dividends on all the issued and outstanding Series A Senior Preferred, such deficiency in the dividends shall be fully paid, but without interest, before any dividends shall be paid on or set apart for the Cumulative Preferred Stock or the Common Stock. | ||
-2 | The Series A Senior Preferred shall with respect to dividend rights and liquidation rights rank prior to all classes and series of Common Stock and the Cumulative Preferred Stock, and on a par with the Series B, C and D Senior Convertible Preferred Stock. | ||
-3 | In the event of any liquidation, of the Company, whether voluntary or otherwise, after payment or provision for payment of the debts and other liabilities of the Company, the holders of the Series A Senior Preferred shall be entitled to receive, out of the remaining net assets of the Company, the amount of Five ($5.00) dollars for each share of Series A Senior Preferred (the "Liquidation Price") held of record by such holder, payable in cash or in shares of stock, securities or other consideration, the value of which stock, securities or other consideration shall be fixed by the Board of Directors, plus the amount of all dividends in arrears on each such share up to the date fixed for distribution, provided, however, that such remaining net assets are sufficient to cover all the before mentioned payments and also like payments to holders of Series B and C Senior Preferred, before any distribution shall be made to the holders of Common Stock or Cumulative Preferred Stock of the Company. In case such remaining net assets are insufficient to cover all such payments to holders of Series A, B, C and D Senior Preferred, the holders of these series shall receive payments on a pro rata basis. | ||
-4 | The Company shall have the right to redeem pro rata any or all of its Series A Senior Preferred issued and outstanding at any time, with the Board of Directors of the Company in its sole discretion deciding how many shares to redeem, provided, however, that any such shares called for redemption have been issued and outstanding for a minimum of three (3) years at the time of notice of redemption to the holders of such shares, by paying to the holders thereof the Liquidation Price for each share of Series A Senior Preferred held by such holder plus a "call premium" of 15% of the Liquidation Price, together with the amount of any accrued and unpaid dividends as may have accumulated thereon at the time of redemption (the "Redemption Price"). | ||
-5 | Each share of Series A Senior Preferred shall be convertible at any time prior to the Redemption Date, at the holder’s option, into such number (the "Conversion Ratio") of shares of the Common Stock of the Company as arrived at by dividing the Liquidation Price by one hundred fifty (150) percent of the market price of the Common Stock of the Corporation ("Market Price") on the earlier of the dates such share of Series A Senior Preferred is subscribed for or issued (the "Effective Date"). | ||
As of December 31, 2013 there were $143,664 Series A Senior Convertible Preferred share dividends accrued and unpaid representing $6.53 per share. | |||
Series B of the Senior Convertible Preferred Stock series which was issued in 2000 has 350,000 shares designated, no shares issued and outstanding. The total outstanding Series B Senior Convertible Preferred Stock at December 31, 2013 is $0. The following is a description of the Series B Senior Convertible Stock: | |||
-1 | The holders of said shares of Series B Senior Preferred shall be entitled to receive cumulative dividends thereon at the rate of seven percent (7%) per annum, payable semi-annually when declared by the Board of Directors, before any dividend shall be declared, set apart for, or paid upon the Common Stock of the Company. The Dividend Rate shall accrue on the Liquidation Price of each share of the Series B Senior Preferred. The dividends on the Series B Senior Preferred, payable in cash, shall be cumulative, so that if the Company fails in any fiscal year to pay such dividends on all the issued and outstanding Series B Senior Preferred, such deficiency in the dividends shall be fully paid, but without interest, before any dividends shall be paid on or set apart for the Cumulative Preferred Stock or the Common Stock. | ||
-2 | The Series B Senior Preferred shall, with respect to dividend rights and liquidation rights, rank prior to all classes and series of Common Stock and the Cumulative Preferred Stock, and on a par with the Series A, C and D Senior Convertible Preferred Stock. | ||
-3 | In the event of any liquidation of the Company, whether voluntary or otherwise, after payment or providing for payment of the debts and other liabilities of the Company, the holders of the Series B Senior Preferred shall be entitled to receive, out of the remaining net assets of the Company, the amount of nine ($9.00) dollars for each share of Series B Senior Preferred (the "Liquidation Price") held of record by such holder, payable in cash or in shares of stock, securities or other consideration, the value of which stock, securities or other consideration shall be fixed by the Board of Directors, plus the amount of all dividends in arrears on each such share up to the date fixed for distribution, provided however, that such remaining net assets are sufficient to cover all the before mentioned payments and also like payments to holders of Series A and C Senior Preferred, before any distribution shall be made to the holders of Common Stock or Cumulative Preferred Stock of the Company. In case such remaining net assets are insufficient to cover all such payments to holders of Series A, B, C and D Senior Preferred, the holders of these series shall receive payments on a pro rata basis. | ||
-4 | The Company shall have the right to redeem pro rata any or all of its Series B Senior Preferred issued and outstanding at any time, with the Board of Directors of the Company in its sole discretion deciding how many shares to redeem, provided, however, that any such shares called for redemption have been issued and outstanding for a minimum of three (3) years at the time of notice of redemption of the holders of such shares, by paying to the holders thereof the Liquidation Price for each share of Series B Senior Preferred held by such holder plus a "call premium" of 10% of the Liquidation Price, together with the amount of any accrued and unpaid dividends as may have accumulated thereon at the time of redemption (the "Redemption Price"). | ||
-5 | Each share of Series B Senior Preferred shall be convertible at any time prior to the Redemption Date, at the holder’s option, into shares of Common Stock of the Company on the basis of ten (10) shares of Common Stock for 1 share of Series B Senior Preferred. | ||
As of December 31, 2013 there were no Series B Senior Convertible Preferred share dividends accrued and unpaid. | |||
Series C of the Senior Convertible Preferred Stock series which was issued in 2000 has 120,000 shares designated. There were no shares of Series C Senior Convertible Preferred Stock outstanding at December 31, 2013. The following is a description of the Series C Senior Convertible Stock: | |||
-1 | The holders of said shares of Series C Senior Preferred shall be entitled to receive cumulative dividends thereon at the rate of seven percent (7%) per annum, payable monthly, before any dividend shall be declared, set apart for, or paid upon the Common Stock of the Company. The Dividend Rate shall accrue on the Liquidation Price (as hereinafter defined) of each share of the Series C Senior Preferred. The dividends on the Series C Senior Preferred, payable in cash, shall be cumulative, so that if the Company fails in any fiscal year to pay such dividends on all the issued and outstanding Series C Senior Preferred, such deficiency in the dividends shall be fully paid, but without interest, before any dividends shall be paid on or set apart for the Cumulative Preferred Stock or the Common Stock. | ||
-2 | The Series C Senior Preferred shall with respect to dividend rights and liquidation rights rank prior to all classes and series of Common Stock and the Cumulative Preferred Stock, and on a par with the Series A, B and D Senior Convertible Preferred Stock. | ||
-3 | In the event of any liquidation of the Company, whether voluntary or otherwise, after payment or provision for payment of the debts and other liabilities of the Company, the holders of the Series C Senior Preferred shall be entitled to receive, out of the remaining net assets of the Company, the amount of nine ($9.00) dollars for each share of Series C Senior Preferred (the "Liquidation Price") held of record by such holder, payable in cash or in shares of stock, securities or other consideration, the value of which stock, securities or other consideration shall be fixed by the Board of Directors, plus the amount of all dividends in arrears on each such share up to the date fixed for distribution, provided, however, that such remaining net assets are sufficient to cover all the before mentioned payments and also like payments to holders of Series A and B Senior Preferred, before any distribution shall be made to the holders of Common Stock or Cumulative Preferred Stock of the Company. In case such remaining net assets are insufficient to cover all such payments to holders of Series A, B, C and D Senior Preferred, the holders of these series shall receive payments on a pro rata basis. | ||
-4 | The Company shall have the right to redeem pro rata any or all of its Series C Senior Preferred issued and outstanding at any time, with the Board of Directors of the Company in its sole discretion deciding how many shares to redeem, provided, however, that any such shares called for redemption have been issued and outstanding for a minimum of three (3) years at the time of notice of redemption to the holders of such shares, by paying to the holders thereof the Liquidation Price for each share of Series C Senior Preferred held by such holder plus a "call premium" of 10% of the Liquidation Price together with the amount of any accrued and unpaid dividends as may have accumulated thereon at the time of redemption (the "Redemption Price"). | ||
-5 | Each share of Series C Senior Preferred shall be convertible at any time prior to the Redemption Date, at the holder’s option, into shares of Common Stock of the Company on the basis of ten (10) shares of Common Stock for 1 share of Series C Senior Preferred. | ||
As of December 31, 2013 there were no Series C Senior Convertible Preferred share dividends accrued and unpaid. | |||
Series D of the Senior Convertible Preferred Stock series which was issued in 2000 has 500,000 shares designated, 63,890 shares issued and outstanding. The total outstanding Series D Senior Convertible Preferred Stock at December 31, 2013 is $64 with a liquidation price of $575,010. The following is a description of the Series D Senior Convertible Stock: | |||
-1 | The holders of said shares of Series D Senior Preferred shall be entitled to receive cumulative dividends thereon at the rate of seven percent (7%) per annum, payable semi-annually when declared by the Board of Directors before any dividend shall be declared, set apart for, or paid upon the Common Stock of the Company. The Dividend Rate shall accrue on the Stated Value (the "Stated Value"), which Stated Value shall be noted on the certificate issued to the holder, of each share of the Series D Senior Preferred. The dividends on the Series D Senior Preferred, payable in cash, shall be cumulative, so that if the Company fails in any fiscal year to pay such dividends on all the issued and outstanding Series D Senior Preferred, such deficiency in the dividends shall be fully paid, but without interest, before any dividends shall be paid on or set apart for the Cumulative Preferred Stock or the Common Stock. | ||
-2 | The Series D Senior Preferred shall with respect to dividend rights and liquidation rights rank prior to all classes and series of Common Stock and the Cumulative Preferred Stock, and on a par with the Series A, B and C Senior Convertible Preferred Stock. | ||
-3 | In the event of any liquidation of the Company, whether voluntary or otherwise, after payment or provision for payment of the debts and other liabilities of the Company, the holders of the Series D Senior Preferred shall be entitled to receive, out of the remaining net assets of the Company, an amount equal to the Stated Value of each share of Series D Senior Preferred held of record by such holder, payable in cash or in shares of stock, securities or other consideration, the value of which stock, securities or other consideration shall be fixed by the Board of Directors, plus the amount of all dividends in arrears on each such share up to the date fixed for distribution, provided, however, that such remaining net assets are sufficient to cover all the before mentioned payments and also like payments to holders of Series A, B and C Senior Preferred, before any distribution shall be made to the holders of Common Stock or Cumulative Preferred Stock of the Company. In case such remaining net assets are insufficient to cover all such payments to holders of Series A, B, C and D Senior Preferred, the holders of these series shall receive payments on a pro rata basis. | ||
-4 | The Company shall have the right to redeem pro rata any or all of its Series D Senior Preferred issued and outstanding at anytime, with the Board of Directors of the Company in its sole discretion deciding how many shares to redeem, provided, however, that any such shares called for redemption have been outstanding for a minimum of three (3) years at the time of notice of redemption to the holders of such shares, by paying to the holders thereof the Stated Value for each share of Series D Senior Preferred held by such holder plus a "call premium" of 10% of the Stated Value, together with the amount of any accrued and unpaid dividends as may have accumulated thereon at the time of redemption (the "Redemption Price"). | ||
-5 | Each share of Series D Senior Preferred shall be convertible at any time prior to the Redemption Date, at the holder’s option, into shares of Common Stock of the corporation on the basis of ten (10) shares of Common Stock for 1 share of Series D Senior Preferred. | ||
As of December 31, 2013 there were $531,728 Series D Senior Convertible Preferred share dividends accrued and unpaid representing $8.32 per share. | |||
Series E of the Senior Convertible Preferred Stock series which was issued in 2005 has 500,000 shares designated, with no shares issued and outstanding. | |||
-1 | The holders of said shares of Series E Senior Preferred shall be entitled to receive cumulative dividends at the rate of six percent (6%) per annum, payable at the time said shares are converted into shares of common stock of the Company and when declared by the board of Directors, before any dividend shall be declared, set apart for, or paid upon the Common Stock and any other Preferred Stock of the Company. The Dividend Rate shall accrue on the Stated Value, which Stated Value shall be noted on the certificate issued to the holder of each share of the Series E Senior Preferred. The dividends on the Series E Senior Preferred, payable in cash, shall be cumulative, so that if the company fails in any fiscal year to pay such dividends on all the issued and outstanding Series E Senior Preferred, such deficiency in the dividends shall be fully paid, but without interest, before any dividends shall be paid on or set apart for any other class of Preferred Stock or the Common Stock. The holders of the currently outstanding shares of Series E Senior Convertible Stock have waived their right for dividends, consequently, no dividends have been accrued on this stock. | ||
-2 | The Series E Senior Preferred shall with respect to dividend rights rank prior to all classes and series of Common Stock, Cumulative Preferred Stock, and the Series A, B, C, and D Senior Convertible Preferred Stock and, with respect to liquidation rights rank prior to all classes and series of Common Stock, the Cumulative Preferred Stock, and be on a par with the Series A, B, C and D Senior Convertible Preferred Stock. | ||
-3 | In the event of any liquidation, dissolution, or winding up of the affairs of the Company, whether voluntary or otherwise, after payment or provision for payment of the debts and other liabilities of the Company, the holders of the Series E Senior Preferred shall be entitled to receive, out of the remaining net assets of the Company, an amount equal to the Stated Value of each share of Series E Senior Preferred held of record by such holder, payable in cash or in shares of stock, securities or other consideration, the value of which stock, securities or other consideration shall be fixed by the Board of Directors, plus the amount of all dividends in arrears on each such share up to the date fixed for distribution, provided, however, that such remaining net assets are sufficient to cover all the before mentioned payments and also like payments to holders of Series A, B, C and D Senior Preferred, before any distribution shall be made to the holders of Common Stock or Cumulative Preferred Stock of the Company. In case such remaining net assets are insufficient to cover all such payments to holders of Series A, B, C, D and E Senior Preferred, the holders of these series shall receive payments on a pro rata basis. | ||
-4 | The holders of said shares of Series E Senior Preferred shall not be entitled to any voting rights. | ||
-5 | Shares of Series E Senior Preferred which have been issued and reacquired in any manner, including shares purchased or converted into Common Stock exchanged or redeemed, shall be canceled on the books of the Company and shall not be considered outstanding for any purpose. | ||
-6 | During such time as there exist unpaid cumulative dividends due on the Series E Senior Preferred, no reclassification of the shares of the Company or capital reorganization of the Company in any manner provided by law shall be valid unless (a) the holders of a majority of all the Series E Senior Preferred approve, and (b) provision is made for the payment of the aggregate unpaid cumulative dividends then in arrears. | ||
-7 | Each share of Series E Senior Preferred shall automatically convert, on the date six months after the date of issuance (the “Conversion Date”) which Conversion Date shall be noted on the certificate issued to the holder of each share of the Series E Senior Preferred, into shares of Common Stock of the Company on the basis of one hundred (100) shares of Common Stock for 1 share of Series E Senior Preferred. The holder of any shares of Series E Senior Preferred shall surrender, as soon as practicable on or after the Conversion Date, at the principal office of the Company or at such other office or agency maintained by the Company for that purpose, the certificate or certificates representing the shares of Series E Senior Preferred due for conversion. As promptly as practicable, and in any event within ten business days after surrender of such certificates, the Company shall deliver or cause to be delivered certificates representing the number of validly issued, fully paid and non-assessable shares of Common Stock of the Company to which such holder of Series E Senior Preferred so converted shall be entitled. Such conversion shall be deemed to have been made at the close of business on the Conversion Date, so that the rights of the holders of the Series E Senior Preferred shall thereafter cease except for the right to receive Common Stock of the Company in accordance herewith, and such converting holder of Series E Senior Preferred shall be treated for all purposes as having become the record holder of such Common Stock of the Company at such time. | ||
-8 | In the event that, prior to the conversion of the Series E Senior Preferred Stock by the holder thereof into Common Stock of the company, there shall occur any change in the outstanding shares of Common Stock of the Company by reason of the declaration of stock dividends, or through a re-capitalization resulting from stock splits or combinations, without the receipt by the Company of fair consideration therefore in the form of cash, services or property, the conversion ratio of the Series E Senior Preferred Stock into Common Stock of the Company shall be adjusted such that any holder of Series E Senior Preferred Stock converting such stock into Common Stock subsequent to such change in the outstanding shares of Common Stock of the Company be entitled to receive, upon such conversion, a number of shares of Common Stock of the Company representing the same percentage of common shares outstanding as presented by the shares that he would have received had he converted his Series E Senior Preferred Stock to Common Stock prior to such change in the outstanding shares of Common Stock of the Company. | ||
As of December 31, 2013 there were no Series E Senior Convertible Preferred share dividends accrued. | |||
Series G of the Senior Convertible Preferred Stock series which was issued in 2007 has 43,610 shares designated. All such shares were issued and outstanding at December 31, 2008. In February 2009, these shares automatically converted into 17,857,142 common shares, leaving no Series G preferred shares outstanding at December 31, 2013. | |||
-1 | The holders of said shares of Series G Senior Convertible Preferred shall not be entitled to receive dividends. | ||
-2 | The Series G Senior Preferred shall with respect to dividend rights rank junior to all classes and series of Common Stock, Cumulative Preferred Stock, and the Series A, B, C, D, E and F Senior Convertible Preferred Stock and, with respect to liquidation rights rank prior to all classes and series of Common Stock, the Cumulative Preferred Stock, and be on a par with the Series A, B, C, D, E and F Senior Convertible Preferred Stock. | ||
-3 | In the event of any liquidation, dissolution, or winding up of the affairs of the Company, whether voluntary or otherwise, after payment or provision for payment of the debts and other liabilities of the Company, the holders of the Series E Senior Preferred shall be entitled to receive, out of the remaining net assets of the Company, an amount equal to the Stated Value of $11.46526 for each share of Series G Senior Preferred held of record by such holder, payable in cash or in shares of stock, securities or other consideration, the value of which stock, securities or other consideration shall be fixed by the Board of Directors, plus the amount of all dividends in arrears on each such share up to the date fixed for distribution, provided, however, that such remaining net assets are sufficient to cover all the before mentioned payments and also like payments to holders of Series A, B, C, D, E and F Senior Preferred, before any distribution shall be made to the holders of Common Stock or Cumulative Preferred Stock of the Company. In case such remaining net assets are insufficient to cover all such payments to holders of Series A, B, C, D, E and F Senior Preferred, the holders of these series shall receive payments on a pro rata basis. | ||
-4 | The holders of said shares of Series G Senior Preferred shall not be entitled to any voting rights. | ||
-5 | Shares of Series G Senior Preferred which have been issued and reacquired in any manner, including shares purchased or converted into Common Stock exchanged or redeemed, shall be canceled on the books of the Company and shall not be considered outstanding for any purpose. | ||
-6 | No cumulative dividends shall be payable on Series G Senior Preferred. | ||
-7 | Upon the second anniversary of the Agreement and Plan of Reorganization, dated February 19, 2007, all the issued and outstanding shares of Series G Senior Preferred automatically converted into shares of common stock based on the “Market Price”, which was determined by dividing the conversion value of $500,000 by the average sales price of a common share for the twenty successive trading days preceding the second anniversary date of the agreement, subject to a minimum of 10 million common shares. The outstanding 43,610 preferred shares converted into 17,857,142 common shares on February 19, 2009: based the average sales price for our common shares during the twenty trading days period immediately preceding February 19, 2009, of $.028. Stock certificates for the new common shares were issued upon surrender of the original preferred stock certificates. | ||
-8 | In the event that, prior to the conversion of the Series G Senior Preferred Stock by the holder thereof into Common Stock of the company, there shall occur any change in the outstanding shares of Common Stock of the Company by reason of the declaration of stock dividends, or through a re-capitalization resulting from stock splits or combinations, without the receipt by the Company of fair consideration therefore in the form of cash, services or property, the conversion ratio of the Series G Senior Preferred Stock into Common Stock of the Company shall be adjusted such that any holder of Series G Senior Preferred Stock converting such stock into Common Stock subsequent to such change in the outstanding shares of Common Stock of the Company be entitled to receive, upon such conversion, a number of shares of Common Stock of the Company representing the same percentage of common shares outstanding as presented by the shares that he would have received had he converted his Series G Senior Preferred Stock to Common Stock prior to such change in the outstanding shares of Common Stock of the Company. | ||
INCOME_TAXES
INCOME TAXES | 12 Months Ended | |||||||
Dec. 31, 2013 | ||||||||
Income Tax Disclosure [Abstract] | ' | |||||||
INCOME TAXES | ' | |||||||
17. INCOME TAXES | ||||||||
The income tax provision (benefit) is comprised of the following: | ||||||||
Year Ended December 31, | ||||||||
2013 | 2012 | |||||||
State current provision (benefit) | $ | 7,167 | $ | 650 | ||||
Foreign (German) deferred provision (benefit) | 0 | 1,079,785 | ||||||
$ | 7,167 | $ | 1,080,435 | |||||
The Company’s total deferred tax asset and valuation allowance are as follows: | ||||||||
December 31, | ||||||||
2013 | 2012 | |||||||
Total deferred tax asset, noncurrent | $ | 15,265,000 | $ | 15,300,000 | ||||
Less valuation allowance | -15,265,000 | -15,300,000 | ||||||
Net deferred tax asset, noncurrent | $ | 0 | $ | 0 | ||||
The differences between income tax benefits in the financial statements and the tax benefit computed at the combined state and U.S. Federal statutory rate of 40% are as follows: | ||||||||
Year Ended December 31, | ||||||||
2013 | 2012 | |||||||
Tax benefit | 40 | % | 40 | % | ||||
Valuation allowance | -40 | % | -40 | % | ||||
Effective tax rate | - | - | ||||||
At December 31, 2013, the Company has available approximately $37,000,000 of net operating losses to carry-forward and which may be used to reduce future federal taxable income and expire between December 31, 2014 and 2033. | ||||||||
At December 31, 2013, the Company has available approximately $13,500,000f net operating losses to carry-forward and which may be used to reduce future state taxable income which expire between December 31, 2014 and 2020. | ||||||||
The Company believes that all of its positions taken in tax filings are more likely than not to be sustained upon examination by tax authorities. The Company is subject to examination by the tax authorities for the period January 1, 2010 and forward. | ||||||||
STOCK_BASED_COMPENSATION
STOCK BASED COMPENSATION | 12 Months Ended |
Dec. 31, 2013 | |
Share-based Compensation [Abstract] | ' |
STOCK BASED COMPENSATION | ' |
18. STOCK BASED COMPENSATION | |
During 2013 and 2012 the Company issued the following securities to officers, directors, and non-employees as part of their compensation. | |
Andre Scholz (president and Chief Executive Officer): During 2013 and 2012 earned 1,200,000 restricted shares (100,000 per month) valued at $8,040 and $30,600, respectively, based on the commitment date fair value of the shares granted. 1,200,000 and 1,200,000 of these shares were issued in 2013 and 2012, respectively. | |
Joseph J. Tomasek (Director): In each of the years ended December 31, 2013 and 2012 Mr. Tomasek earned options for 1,200,000 restricted shares, valued at $11,880. In addition, as additional compensation, Mr. Tomasek was granted 500,000 warrants exercisable at $0.025 during 5 years, with a cashless exercise option, such warrants are valued at $5,000 pursuant to the Black-Scholes valuation formula. | |
At December 1, 2013 the board of directors of the company authorized the issuance of 1,550,000 stock grants of restricted common stock to five individuals (employees and consultants), valued at $0.005 per restricted common share, the public market price of the Company’s common shares traded in the over-the-counter market on the commitment date. The consultants and the respective stock grants to these individuals were as follows: | |
Andre Scholz: 400,000 restricted common shares | |
Joseph J. Tomasek: 250,000 restricted common shares | |
At December 21, 2012 we granted 1,050,000 of restricted common stock to five individuals (employees and consultants) valued at $0.01 per restricted common share, the public market price of the Company’s common shares traded in the over-the-counter market on December 21,2012. These shares were issued during 2013. | |
STOCK_OPTION_PLANS
STOCK OPTION PLANS | 12 Months Ended | |||||
Dec. 31, 2013 | ||||||
Stock Option Plans [Abstract] | ' | |||||
STOCK OPTION PLANS | ' | |||||
19 | STOCK OPTION PLANS | |||||
In April 1996, Magnitude, Inc. adopted its 1996 Stock Incentive Plan (“the 1996 Plan”). The 1996 Plan provides that certain options granted thereunder are intended to qualify as “incentive stock options” (ISO) within the meaning of Section 422A of the United States Internal Revenue Code of 1986, while non-qualified options may also be granted under the Plan. The initial plan and subsequent amendments provided for authorization of up to 480,000 shares. Pursuant to the above described stock exchange offer on July 2, 1997, all options under the 1996 Plan were converted into shares of the Company at a rate of 3.4676 shares of Magnitude, Inc. to 1 share of the Company. | ||||||
In September 1997, the Company adopted its 1997 Stock Incentive Plan (“the 1997 Plan”). The 1997 Plan provides that certain options granted thereunder are intended to qualify as “incentive stock options” (ISO) within the meaning of Section 422A of the United States Internal Revenue Code of 1986, while non-qualified options may also be granted under the Plan. The initial plan and subsequent amendments provided for the grant of options for up to 1,000,000 shares. The purchase price per share of common stock deliverable upon exercise of each ISO shall not be less than 100% of the fair market value of the common stock on the date such option is granted. If an ISO is issued to an individual who owns, at the time of grant, more than 10% of the total combined voting power of all classes of the Company’s common stock, the exercise price of such option shall be at least 110% of the fair market value of the common stock on the date of grant and the term of the option shall not exceed five years from the date of grant. The purchase price of shares subject to non-qualified stock options shall be determined by a committee established by the Board of Directors with the condition that such prices shall not be less than 85% of the fair market value of the common stock at the time of grant. | ||||||
In May 2000 the Company adopted its 2000 Stock Incentive Plan (“the 2000 Plan”). The 2000 Plan provides that certain options granted thereunder are intended to qualify as “incentive stock options” (ISO) within the meaning of Section 422A of the United States Internal Revenue Code of 1986, while nonqualified options may also be granted under the Plan. The initial Plan provides for the grant of options for up to 5,000,000 shares. The purchase price per share of common stock deliverable upon exercise of each ISO shall not be less than 100% of the fair market value of the common stock on the date such option is granted. If an ISO is issued to an individual who owns, at the time of grant, more than 10% of the total combined voting power of all classes of the Company’s common stock, the exercise price of such option shall be at least 110% of the fair market value of the common stock on the date of the grant, and the term of the option shall not exceed five years from the date of grant. The purchase price of shares subject to non-qualified stock options shall be determined by a compensation committee established by the Board of Directors. | ||||||
Qualified and Non-Qualified | ||||||
Shares Under Option Pursuant | ||||||
to the 1997 Plan | ||||||
December 31, | ||||||
2013 | 2012 | |||||
Outstanding, beginning of year | - | - | ||||
Granted during the year | - | - | ||||
Expired during the year | - | - | ||||
Surrendered during the year | - | - | ||||
Outstanding, end of year | - | - | ||||
Eligible, end of year for exercise | - | - | ||||
At December 31, 2013 and 2012, no options were outstanding. | ||||||
At December 31, 2013, there were 1,000,000 shares reserved for future option grants. | ||||||
Qualified and Non-Qualified | ||||||
Shares Under Option Pursuant | ||||||
to the 2000 Plan | ||||||
December 31, | ||||||
2013 | 2012 | |||||
Outstanding, beginning of year | - | - | ||||
Granted during the year | - | - | ||||
Exercised during the year | - | - | ||||
Surrendered during the year | - | - | ||||
Expired during the year | - | - | ||||
Outstanding, end of year | - | - | ||||
Eligible, end of year for exercise | - | - | ||||
At December 31, 2013 and 2012, no options were outstanding. | ||||||
At December 31, 2013, there were 5,000,000 shares reserved for future option grants. | ||||||
At December 31, 2013 the company has two stock-based employee compensation plans, which are described more fully above. The company accounts for those plans under the recognition and measurement principles of the Financial Accounting Standards Board Accounting Standards Codification (ASC) 718, Compensation-Stock Compensation. The Company has not granted any options under these plans to employees during 2013 or 2012. | ||||||
The Company also issues options outside of the Stock Incentive Plans which are comprised as follows: | ||||||
December 31, | ||||||
2013 | 2012 | |||||
Outstanding, beginning of year | 8,850,000 | 8,650,000 | ||||
Granted during the year | 1,200,000 | 1,200,000 | ||||
Exercised during the year | - | - | ||||
Surrendered or cancelled during the year | - | |||||
Expired during the year | -5,150,000 | -1,000,000 | ||||
Outstanding, end of year (at prices ranging from $0.05 to $0.10) | 4,900,000 | 8,850,000 | ||||
Eligible for exercise, end of year (at prices ranging from $0.05 to $0.10) | 4,900,000 | 8,850,000 | ||||
At December 31, 2013 and 2012 the weighted average exercise price and weighted average remaining contractual life were $0.05 and $0.05 per share, and 2 years 10 months and 1 year 3 months, respectively. | ||||||
The weighted average exercise price for options granted during the years ended December 31, 2013 and 2012 were $0.05 and $0.05, respectively. The weighted average exercise price for options expired during the years ended December 31, 2013 and 2012 were $0.05 and $0.09, respectively. The weighted average grant date fair value of options granted during the years ended December 31, 2013 and 2012 was $0.04 and $0.04, respectively. | ||||||
WARRANTS
WARRANTS | 12 Months Ended | |||||
Dec. 31, 2013 | ||||||
Warrants Disclosure Abstract [Abstract] | ' | |||||
WARRANTS | ' | |||||
20. WARRANTS | ||||||
The Company granted common stock purchase warrants between January 1, 2012 and December 31, 2013 which are comprised as follows: | ||||||
December 31, | ||||||
2013 | 2012 | |||||
Outstanding, beginning of year | 127,231,315 | 157,731,315 | ||||
Granted during the year | - | - | ||||
Exercised during the year | - | - | ||||
Surrendered /cancelled during the year | - | - | ||||
Expired during the year | -100,731,315 | -30,500,000 | ||||
Outstanding, end of year (at prices ranging from $.025 to $.075) | 127,231,315 | 127,231,315 | ||||
Eligible, end of year (at prices ranging from $.025 to $.075) | 127,231,315 | 127,231,315 | ||||
At December 31, 2013 and 2012, the weighted average exercise price and weighted average remaining contractual life is $0.04 and $0.05 per share and 2 years 7 months and 10 months, respectively. | ||||||
RELATED_PARTY_TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Dec. 31, 2013 | |
Related Party Transactions [Abstract] | ' |
RELATED PARTY TRANSACTIONS | ' |
21. RELATED PARTY TRANSACTIONS | |
During the year ended December 31, 2013 and 2012 one outside director of the Company who also serves as the Company’s general and securities counsel, incurred an aggregate $33,708 and $60,000, respectively, for each period for legal services. The director also received 100,000 common stock options per month during the year ended December 31, 2013, valued at $11,880, and a stock grant of 250,000 common shares, valued at $1,250. The director also received 100,000 common stock options per month during the year ended December 31, 2012, valued at $11,880. The balance due to this director at December 31, 2013 and 2012 was $9,620 and $0, respectively. | |
For the year ended December 31, 2013 and 2012 we incurred an aggregate $513,591 and $437,952, respectively, to companies controlled by the Chief Executive Officer of the Company, for website hosting, website development and technical advisory services, server farm installations and IT equipment purchases. The officer also earned 100,000 common shares per month during the year ended December 31, 2013 under a consulting agreement, valued at $8,040. During 2013, the officer received 500,000 shares for prior year share obligations, 1,200,000 shares from the current year obligation, and a stock grant of 400,000 common shares, valued at $2,000. The officer also received $110,000 in December 2013 for prepaid consulting fees towards 2014 under the terms of a consulting agreement. The balance due to this officer and/or his affiliated companies at December 31, 2013 and 2012 was $23,992 and $6,998, respectively. On September 24, 2013, Kwick Community GmbH & Co. KG signed an equity purchase agreement to acquire Interscholtz Internet Services GmbH and Co KG, a German limited liability company, and all the equity of its general partner, Interscholtz Beteiligungs GmbH. As of the balance sheet date, and pursuant to the terms of the contract, since full payment was not made for the purchase price of Interscholz Internet Services GmbH & Co KG, ownership does not transfer to Kwick Community GmbH & Co KG. Full payment must be made for ownership to transfer to Kwick. As of December 31, 2013 only $515,037 of the total purchase price of $1,352,000 was made. On December 9,2013 the acquisition of Intersholz Internet Services GmbH and Co KG by Kwick was rescinded due to non compliance with the terms of the addendum to the contract, calling for the full purchase price to have been paid.. However, Kwick did acquire all the equity of the general partner, Interscholz Beteiligungs GmbH, as full payment was not a requirement for transfer of ownership of that entity. | |
During 2013, Kwick entered into a barter agreement with Interscholz GmbH & Co. KG (“Interscholz KG”), whereby Kwick agreed to provide media services (graphics and development) in exchange for server hosting services provided by Interscholz KG. Revenue and expenses from this barter agreement were approximately $99,000 for the year ended December 31, 2013. | |
During 2011, one former principal of Kwick! advanced the subsidiary 100,000 Euros, which was repaid during 2012. | |
During 2013 and 2012, approximately 10% of the Company’s voting stock was beneficially held by Discovery Advisory Company, located in the Bahamas, and Cambridge Services Inc., Kreuzfeld, Ltd. and Vermoegensverwaltungs-Gesellschaft Zurich Ltd. (VGZ) of Switzerland. Discovery Advisory Company, Cambridge Services Inc., Kreuzfeld, Ltd. and VGZ are major creditors, having advanced operating capital against issuance by the Company of convertible promissory notes during 2012 and 2013. During the year ended December 31, 2012, Cambridge Services converted $581,269 of debt. Kreuzefeld, Ltd converted $419,100 and VGZ converted $409,200 of debt. | |
During the year ended December 31, 2013, Cambridge Services Inc.advanced an additional $1,145,000. During the year ended December 31, 2012, Cambridge Services Inc.advanced $1,303,913, Discovery Advisory Company advanced $2,436,588, Kreuzfeld, Ltd. advanced $2,069,479 and VGZ advanced $365,338. At December 31, 2013, $3,221,722 and $2,360,060 of such notes were outstanding and owed to Discovery Advisory Company and Cambridge Services Inc, respectively and $3,564,959 and $771,958 owed to Kreuzfeld, Ltd. and VGZ, respectively. During 2012 To complete the acquisition of Kwick!, Cambridge Services, Inc.,Discovery Advisory Services, Kreuzfeld, Ltd and VGZ advanced $298,913, $2,436,588, $2,069,479 and $365,388, respectively. | |
The Company, through its subsidiary, Kwick, was formally a party to a service agreement with JAUMO GmbH, Germany, a company partially owned by the former officers of Kwick. The subsidiary recognized approximately $93,174 in service revenue from this entity in the year ended December 31, 2012. | |
During 2013, a shareholder loaned Kwick $899,794 plus accrued interest of $19,849. These loans carry an interest rate of 6% and are payable on demand. A portion of this loan was used to pay off a bank line of credit. The balance was eliminated upon deconsolidation of the Company’s Kwick subsidiary. | |
GOODWILL_FROM_THE_ACQUISITION_
GOODWILL FROM THE ACQUISITION OF KWICK! | 12 Months Ended |
Dec. 31, 2013 | |
Business Combinations [Abstract] | ' |
GOODWILL FROM THE ACQUISITION OF KWICK! | ' |
22. GOODWILL FROM THE ACQUISITION OF KWICK! | |
The excess of purchase price over tangible net assets acquired from Kwick at September 30, 2011 was initially allocated to goodwill in the amount of $6,138,210. During 2013, management determined based on qualitative and quantitative factors that there was an impairment to goodwill. | |
The goodwill was tested by the management of the Company in qualitative assessments throughout 2013. These assessments lead management to identify impairment indicators related to goodwill. Management therefore performed the two-step impairment test for goodwill, utilizing a market approach to the valuation. In estimating the fair value of the reporting unit, Kwick, management considered comparable per user values from recent acquisitions in the industry, as well as the effect of the economic recession and continuing deterioration of the use of social networks in Germany. After applying the estimated fair value of the reporting unit of $2,660,000 to the net assets of Kwick at June 30, 2013, an implied fair value of goodwill of $2,452,812 was calculated. Based on the impairment test, during the three months ended June 30, 2013, goodwill of $3,685,398 was determined to be impaired and was written off. Management considered additional qualitative factors during the three months ended September 30, 2013, and after consideration of failures by comparable social networks, continuing operational losses and negative cash flow, the estimated value of the reporting unit created an implied fair value of goodwill of $-0-. Based on the impairment test, during the three months ended September 30, 2013, goodwill of $2,452,812 was determined to be impaired and was written off. | |
FAIR_VALUE_OF_FINANCIAL_INSTRU
FAIR VALUE OF FINANCIAL INSTRUMENTS | 12 Months Ended |
Dec. 31, 2013 | |
Financial Instruments, Owned, at Fair Value [Abstract] | ' |
FAIR VALUE OF FINANCIAL INSTRUMENTS | ' |
23. FAIR VALUE OF FINANCIAL INSTRUMENTS | |
Cash, accounts receivable, accounts payable, accrued expenses, notes payable, long-term debt and capitalized lease obligations: The carrying amount approximates fair value because of the short term maturity of these instruments. | |
Limitations | |
Fair value estimates are made at a specific point in time, based on relevant information and information about the financial instrument. These estimates are subjective in nature and involve uncertainties and matters of significant judgment and therefore cannot be determined with precision. Changes in assumptions could significantly affect the estimates | |
FUTURE_IMPACT_OF_RECENTLY_ISSU
FUTURE IMPACT OF RECENTLY ISSUED ACCOUNTING STANDARDS | 12 Months Ended |
Dec. 31, 2013 | |
New Accounting Pronouncements and Changes in Accounting Principles [Abstract] | ' |
FUTURE IMPACT OF RECENTLY ISSUED ACCOUNTING STANDARDS | ' |
24. FUTURE IMPACT OF RECENTLY ISSUED ACCOUNTING STANDARDS | |
In March 2013, the FASB issued ASU 2013-05, Parent's Accounting for the Cumulative Translation Adjustment upon Derecognition of Certain Subsidiaries or Groups of Assets within a Foreign Entity or of an Investment in a Foreign Entity , which provides guidance on releasing cumulative translation adjustments out of accumulated comprehensive income into net income when a parent either sells a part or all of its investment in a foreign entity or no longer holds a controlling financial interest in a subsidiary or group of assets that is a nonprofit activity or a business within a foreign entity. This guidance is effective prospectively for interim and annual periods beginning on January 1, 2014. The Company recognized the effects of releasing cumulative translation adjustments our of accumulated comprehensive income during the year ended December 31, 2013 based on the fact that the Company no longer holds a controlling financial interest in Kwick. | |
Management does not believe that any other recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying financial statements. | |
LITIGATION
LITIGATION | 12 Months Ended |
Dec. 31, 2013 | |
Litigation Disclosure [Abstract] | ' |
LITIGATION | ' |
25. LITIGATION | |
At the time of this report, the Company is not a party in any legal proceedings. | |
BUSINESS_SEGMENTS
BUSINESS SEGMENTS | 12 Months Ended |
Dec. 31, 2013 | |
Segment Reporting [Abstract] | ' |
BUSINESS SEGMENTS | ' |
26. BUSINESS SEGMENTS | |
The Company operates in only one business segment - youth targeted online social networks - through its dedicated proprietary internet website. | |
SUBSEQUENT_EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2013 | |
Subsequent Events [Abstract] | ' |
SUBSEQUENT EVENTS | ' |
27. SUBSEQUENT EVENTS | |
During January, February, March, April and May 2014 we received an aggregate $305,000 working capital loans from one accredited investor, which is covered by convertible promissory notes carrying interest at 10% per year. | |
SUMMARY_OF_SIGNIFICANT_ACCOUNT1
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2013 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' |
Nature of Organization | ' |
Nature of Organization | |
Kiwibox.Com, Inc. (the “Company”) was incorporated as a Delaware corporation on April 19, 1988 under the name Fortunistics, Inc. On November 18, 1998, the Company changed its name to Magnitude Information Systems, Inc. On December 31, 2009, the Company changed its name to Kiwibox.com, Inc. | |
On August 16, 2007 the Company acquired all outstanding shares of Kiwibox Media, Inc. | |
The Company, Magnitude, Inc. and Kiwibox Media Inc. were separate legal entities until December 31, 2009, with Kiwibox Media, Inc. being a wholly owned subsidiary. On December 31, 2009, the two subsidiaries, Magnitude, Inc. and Kiwibox Media, Inc. merged into the Company. | |
On September 30, 2011, Kiwibox.com acquired the German based social network Kwick!! Community GmbH & Co. KG, a wholly-owned subsidiary. | |
On September 24, 2013, Kwick Community GmbH & Co. KG signed an equity purchase agreement to acquire Interscholtz Internet Services GmbH and Co KG, a German limited liability company, and all the equity of its general partner, Interscholtz Beteiligungs GmbH. As of the balance sheet date, and pursuant to the terms of the contract, since full payment was not made for the purchase price of Interscholz Internet Services GmbH & Co KG, ownership does not transfer to Kwick Community GmbH & Co KG. Full payment must be made for ownership to transfer to Kwick. As of December 31, 2013 only $515,037 of the total purchase price of $1,352,000 was made. On December 9,2013 the acquisition of Intersholz Internet Services GmbH and Co KG by Kwick was rescinded due to non compliance with the terms of the addendum to the contract, calling for the full purchase price to have been paid.. However, Kwick did acquire all the equity of the general partner, Interscholz Beteiligungs GmbH, as full payment was not a requirement for transfer of ownership of that entity. | |
On December 10, 2013, the Company signed an Equity Purchase Agreement with Marcus Winkler to sell to him eighty (80%) percent of the equity of its German subsidiary, KWICK! Community GmbH & Co. KG, a German limited liability company, and Kwick! Beteiligungs GmbH, its general partner (collectively, “Kwick”). | |
Cash and Cash Equivalents | ' |
Cash and Cash Equivalents | |
The Company accounts for cash and other highly liquid investments with original maturities of three months or less as cash and cash equivalents. | |
Principles of Consolidation | ' |
Principles of Consolidation | |
The consolidated financial statements for the year ended December 31, 2013 include the accounts of Kiwibox.com, Inc. and the activities of its former subsidiary, KWICK! Community GmbH & Co. KG (“Kwick”) through December 18, 2013 (the date of deconsolidation of the subsidiary). Any significant inter-company balances and transactions were eliminated prior to deconsolidation. | |
Goodwill and Intangible Assets | ' |
Goodwill and Intangible Assets | |
In 2012, the Company adopted the provisions of ASU 2011-08, Intangibles-Goodwill or Other (Topic 350): Testing Goodwill for Impairment. ASU 2011-08 provides an entity the option to first assess qualitative factors to determine whether the existence of events or circumstances leads to a determination that it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If, after assessing the totality of events or circumstances, an entity determines it is not more likely than not that the fair value of a reporting unit is less than its carrying amount, then performing the two-step impairment test is unnecessary. However, if an entity concludes otherwise, then it is required to perform the first step of the two-step impairment test by calculating the fair value of the reporting unit and comparing the fair value with the carrying amount of the reporting unit. If the carrying amount of a reporting unit exceeds its fair value, then the entity is required to perform the second step of the goodwill impairment test to measure the amount of the impairment loss, if any. Under the amendments in ASU 2011-08, an entity has the option to bypass the qualitative assessment for any reporting unit in any period and proceed directly to performing the first step of the two-step goodwill impairment test. An entity may resume performing the qualitative assessment in any subsequent period. The Company has assessed the qualitative factors in all periods since adoption (see Note 22). | |
In July 2012, the FASB issued ASU 2012-02, Intangibles-Goodwill or Other (Topic 350): Testing Indefinite-Living Tangible Assets for Impairment. ASU 2012-02 simplifies the guidance for testing the decline in the realizable value (impairment) of indefinite-lived intangible assets other than goodwill by allowing an organization the option to first assess qualitative factors to determine whether it is necessary to perform the quantitative impairment test. An organization electing to perform a qualitative assessment is no longer required to calculate the fair value of an indefinite-lived intangible asset unless the organization determines, based on a qualitative assessment, that it is "more likely than not" that the asset is impaired. The amendments in this Update are effective for annual and interim impairment tests performed for fiscal years beginning after September 15, 2012. Early adoption is permitted. The adoption of ASU 2012-02 did not have a material impact on our results of operations or our financial position. | |
Depreciation and Amortization | ' |
Depreciation and Amortization | |
Property and equipment are recorded at cost. Depreciation on equipment, furniture and fixtures and leasehold improvements is computed on the straight-line method over the estimated useful lives of such assets between 3-10 years, or lease term for leasehold improvements, if for a shorter period. Maintenance and repairs are charged to operations as incurred. Software costs are amortized using the straight line method and amortized over their estimated useful lives. Amortization begins when the related software is ready for its intended use in accordance with Accounting Standards Codification (“ASC”) 350-40, Internal-Use Software, Subsequent Measurement. | |
Foreign Currency Translation | ' |
Foreign Currency Translation | |
Assets and liabilities of foreign operations are translated into U.S. dollars at the rates of exchange in effect at the balance sheet date. Income and expense items are translated at the weighted average exchange rates prevailing during each period presented. Gains and losses resulting from foreign currency transactions are included in the results of operations. Gains and losses resulting from translation of financial statements of our foreign subsidiary operating in a non-hyperinflationary economy are recorded as a component of accumulated other comprehensive loss until either sale or upon complete or substantially complete liquidation by the Company of its investment in the foreign entity. The accumulated gain or (loss) on foreign currency translation adjustment was eliminated on December 18, 2013 due to the deconsolidation of the Company’s foreign subsidiary. | |
Advertising Costs | ' |
Advertising Costs | |
Advertising costs are charged to operations when incurred. Advertising expense was $82,727 and $82,573 for the years ended December 31, 2013 and 2012, respectively. Revenue and expense from advertising barter transactions was $41,876 for the twelve months ended December 31, 2013. | |
Evaluation of Long Lived Assets | ' |
Evaluation of Long Lived Assets | |
Long-lived assets are assessed for recoverability on an ongoing basis. In evaluating the fair value and future benefits of long-lived assets, their carrying value would be reduced by the excess, if any, of the long-lived asset over management’s estimate of the anticipated undiscounted future net cash flows of the related long-lived asset. | |
Fair Value Measurements | ' |
Fair Value Measurements | |
The Company adopted the provisions of ASC 820, Fair Value Measurements and Disclosures, which is effective for fiscal years beginning after November 15, 2007, and interim periods within those fiscal years. Under ASC 820, a framework was established for measuring fair value in generally accepted accounting principles (GAAP), and expands disclosures about fair value measurements. The Company accounted for certain convertible debentures modified in the years ended December 31, 2013 and 2012 as derivative liabilities required to be bifurcated from the host contract in accordance with ASC 815-40, Contracts in Entity’s Own Equity, as the conversion feature embedded in the convertible debentures could result in the note principal and related accrued interest being converted to a variable number of the Company’s common shares (see Note 13). | |
Securities Issued for Services | ' |
Securities Issued for Services | |
The Company accounts for stock, stock options and stock warrants issued for services and compensation by employees under the fair value method. For non-employees, the fair market value of the Company’s stock on the date of stock issuance or option/grant is used. The Company has determined the fair market value of the warrants/options issued under the Black-Scholes Pricing Model. The Company has adopted the provisions of ASC 718, “Compensation – Stock Compensation”, which establishes accounting for equity instruments exchanged for employee services. Under the provisions of ASC 718, share-based compensation cost is measured at the grant date, based on the fair value of the award, and is recognized as an expense over the employee's requisite service period (generally the vesting period of the equity grant). | |
Reclassification of certain securities under ASC 815-15 | ' |
Reclassification of Certain Securities Under ASC 815-15 | |
Pursuant to ASC 815-15, “Contracts in Entity’s own Equity”, if a company has more than one contract subject to this Issue, and partial reclassification is required, there may be different methods that could be used to determine which contracts, or portions of contracts, should be reclassified. The Company's method for reclassification of such contracts is reclassification of contracts with the latest maturity date first. | |
Capitalization of Software /Website development costs | ' |
Capitalization of Software /Website Development Costs | |
The Company capitalizes outside-contracted development work in accordance with the guidelines published under ASC 350-50, “Website Development Costs”. Under ASC 350-50, costs incurred during the planning stage are expensed, while costs relating to software used to operate a web site or for developing initial graphics should be accounted for under ASC 350-50, Accounting for the Costs of Computer Software Developed or Obtained for Internal Use, unless a plan exists or is being developed to market the software externally. Under ASC 350-50, internal and external costs incurred to develop internal-use computer software during the application development stage should be capitalized. Costs to develop or obtain software that allows for access or conversion of old data by new systems should also be capitalized, excluding training costs. | |
Fees incurred for web site hosting, which involve the payment of a specified, periodic fee to an Internet service provider in return for hosting the web site on its server(s) connected to the Internet, are expensed over the period of benefit, and included in cost of sales in the accompanying financial statements. | |
A total of $0 and $60,321 was capitalized for web-site development work during the years ended December 31, 2013 and 2012, respectively. | |
Income Taxes | ' |
Income Taxes | |
The Company provides for income taxes based on enacted tax law and statutory tax rates at which items of income and expenses are expected to be settled in the Company’s income tax return. Certain items of revenue and expense are reported for Federal income tax purposes in different periods than for financial reporting purposes, thereby resulting in deferred income taxes. Deferred taxes are also recognized for operating losses that are available to offset future taxable income. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. The Company has incurred net operating losses for financial-reporting and tax-reporting purposes. Accordingly, for Federal and state income tax purposes, the benefit for income taxes has been offset entirely by a valuation allowance against the related federal and state deferred tax asset. | |
Net Loss Per Share | ' |
Net Loss Per Share | |
Net loss per share, in accordance with the provisions of ASC 260, “Earnings Per Share” is computed by dividing net loss by the weighted average number of shares of Common Stock outstanding during the period. Common Stock equivalents have not been included in this computation since the effect would be anti-dilutive. Such common stock equivalents totaled 104,903,240 common shares at December 31, 2013, comprised of 26,500,000 shares issuable upon exercise of stock purchase warrants, 4,900,000 shares issuable upon exercise of stock options, 729,537 shares exercisable upon conversion of convertible preferred shares, and 72,773,703 shares potentially issuable upon conversion of convertible debt. Such debt and the related accrued interest,is presently convertible at the option of four holders at a conversion price of 50% of the ten day trailing market price. The total principal due under these notes of $9,918,699 would yield in excess of 3.5 billion shares if fully converted, however, the respective notes, all of which were issued to these four investors, carry a stipulation whereby the number of all shares issued pursuant to a conversion, may in the aggregate not exceed a number that would increase the total share holdings beneficially owned by such investor to a level above 9.99%. At the end of the quarter, this clause limits any conversion to the aforementioned number of shares. All of the aforementioned conversions or exercises, as the case may be, are at the option of the holders. | |
Revenue Recognition | ' |
Revenue Recognition | |
The Company’s revenue is derived from advertising on the Kiwibox.Com or Kwick websites. Most contracts require the Company to deliver the customer impressions, click-throughs or new customers, or some combination thereof. Accordingly, advertising revenue is estimated and recognized for the period in which customer impressions, click through or new customers are delivered. Licensing or hosting revenue consists of an annual contract with clients to provide web-site hosting and assistance. | |
Use of Estimates | ' |
Use of Estimates | |
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. | |
PREPAID_EXPENSES_Tables
PREPAID EXPENSES (Tables) | 12 Months Ended | |||||||
Dec. 31, 2013 | ||||||||
Prepaid Expenses [Abstract] | ' | |||||||
Prepaid Expenses | ' | |||||||
Prepaid expenses consist of the following at: | December 31, 2013 | December 31, 2012 | ||||||
Rent | $ | - | $ | 11,427 | ||||
Promotional supplies inventory | - | 6,866 | ||||||
Business insurance | 10,620 | 5,250 | ||||||
Consulting | 110,000 | 100,000 | ||||||
Other | 548 | 5,467 | ||||||
121,168 | 129,010 | |||||||
PROPERTY_AND_EQUIPMENT_Tables
PROPERTY AND EQUIPMENT (Tables) | 12 Months Ended | |||||||
Dec. 31, 2013 | ||||||||
Property and Equipment [Abstract] | ' | |||||||
Property and Equipment | ' | |||||||
Property and equipment consist of the following at: | December 31, 2013 | December 31, 2012 | ||||||
Furniture | $ | 14,322 | $ | 14,322 | ||||
Leasehold Improvements | 24,130 | 24,130 | ||||||
Computer Equipment | - | 620,842 | ||||||
Office Equipment | 73,138 | 73,138 | ||||||
111,590 | 742,432 | |||||||
Less accumulated depreciation | 105,795 | 621,876 | ||||||
Total | $ | 5,795 | $ | 120,556 | ||||
INTANGIBLE_ASSETS_Tables
INTANGIBLE ASSETS (Tables) | 12 Months Ended | |||||||
Dec. 31, 2013 | ||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | ' | |||||||
Intangible Assets Consisted of Software for Website Development Costs | ' | |||||||
Intangible assets consisted of software for website development costs is as follows: | ||||||||
December 31, 2013 | December 31, 2012 | |||||||
Website development costs | $ | 254,264 | $ | 392,660 | ||||
Less accumulated amortization | 251,688 | 284,121 | ||||||
Total | $ | 2,576 | $ | 108,539 | ||||
Estimated Amortization over Next Two Years | ' | |||||||
Additional amortization over the next 2 years is estimated to be as follows: | ||||||||
Amortization expense | ||||||||
31-Dec-14 | $ | 2,576 | ||||||
ACCRUED_EXPENSES_Tables
ACCRUED EXPENSES (Tables) | 12 Months Ended | |||||||
Dec. 31, 2013 | ||||||||
Payables and Accruals [Abstract] | ' | |||||||
Accrued Expenses | ' | |||||||
Accrued expenses consisted of the following at: | ||||||||
December 31, 2013 | December 31, 2012 | |||||||
Accrued interest | $ | 2,158,274 | $ | 1,203,923 | ||||
Accrued payroll, payroll taxes and commissions | 18,585 | 51,944 | ||||||
Accrued professional fees | 116,900 | 150,598 | ||||||
Accrued rent / deferred rental obligation | 11,789 | 12,158 | ||||||
Miscellaneous accruals | 20,735 | 23,554 | ||||||
Total | $ | 2,326,283 | $ | 1,442,177 | ||||
OBLIGATIONS_TO_BE_SETTLED_IN_S1
OBLIGATIONS TO BE SETTLED IN STOCK (Tables) | 12 Months Ended | |||||||
Dec. 31, 2013 | ||||||||
Other Liabilities Disclosure [Abstract] | ' | |||||||
Obligations to be Settled in Stock | ' | |||||||
Obligations to be settled in stock consisted of the following at | ||||||||
December 31, | December 31, | |||||||
2013 | 2012 | |||||||
Obligation for warrants granted for compensation | $ | 100,000 | $ | 100,000 | ||||
600,000 common shares issuable to a consultant who was a director of the company, for services rendered. | 36,000 | 36,000 | ||||||
0 (2013) and 500,000 (2012) common shares, and 2,900,000 (2013) and 2,900,000 (2012) stock options issuable to two officers of the Company pursuant to their respective employment Agreements | 56,858 | 69,608 | ||||||
5,400,000 (2013) and 4,200,000 (2012) stock options issuable to one director who also serves as the Company’s general counsel | 56,430 | 44,550 | ||||||
1,000,000 warrants granted on the Pixunity.de asset Purchase | 10,000 | 10,000 | ||||||
1,050,000 shares issuable under stock grants | - | 10,500 | ||||||
$ | 259,288 | $ | 270,658 | |||||
LOANS_PAYABLE_Tables
LOANS PAYABLE (Tables) | 12 Months Ended | ||||
Dec. 31, 2013 | |||||
Debt Disclosure [Abstract] | ' | ||||
Borrowings under Short Term Loan Agreements | ' | ||||
The Company (Formerly Magnitude, Inc.) had borrowings under short term loan agreements with the following terms and conditions at December 31, 2010 and 2009: | |||||
On December 4, 1996, The company (Formerly Magnitude, Inc.) repurchased 500,000 shares of its common stock and retired same against issuance of a promissory note maturing twelve months thereafter accruing interest at 5% per annum and due December 4, 1998. This note is overdue as of September 30, 2005 and no demand for payment has been made. | $ | 75,000 | |||
Total | $ | 75,000 | |||
NOTES_PAYABLE_Tables
NOTES PAYABLE (Tables) | 12 Months Ended | |||||||
Dec. 31, 2013 | ||||||||
Notes Payable [Abstract] | ' | |||||||
Notes Payable | ' | |||||||
December 31, | December 31, | |||||||
2013 | 2012 | |||||||
Balance of non-converted notes outstanding. Attempts to locate the holder of this note, to settle this liability, have been unsuccessful. | $ | 25,000 | $ | 25,000 | ||||
In January 2008 a shareholder loaned the Company $40,000 pursuant to which the Company issued a demand note bearing interest at the rate of 5% per year. | -0- | 40,000 | ||||||
From September 2008 through December 2013 five creditors loaned the Company funds under the terms of the convertible notes issued, as modified in March 2009 and July 2010 and April 2011 and August 2012 (see Note 13). | 9,918,699 | 8,773,699 | ||||||
During March 2012,an individual loaned the Company funds under the terms of a convertible promissory note at interest of 5% per year (see Note 13) | -0- | 50,000 | ||||||
Less: debt discount on above note | -0- | -8,333 | ||||||
In January 2011 and again in February 2011, a shareholder loaned the Company $50,000 under a demand note at 10%. In 2010, this shareholder loaned the Company $240,000 under a demand note at 10%. | 340,000 | 340,000 | ||||||
Total | $ | 10,283,699 | $ | 9,220,366 | ||||
LONGTERM_DEBT_Tables
LONG-TERM DEBT (Tables) | 12 Months Ended | ||||
Dec. 31, 2013 | |||||
Long-Term Debt [Abstract] | ' | ||||
Components Of Long-term debt | ' | ||||
Long-term debt as of December 31, 2012 and 2011 is comprised of the following: | |||||
Discounted present value of a non-interest bearing $70,000 settlement with a former investor of Magnitude, Inc. to be paid in 24 equal monthly payments commencing July 1, 1997. The imputed interest rate used to discount the note is 8% per annum. This obligation is in default. | $ | 33,529 | |||
Total | 33,529 | ||||
Less current maturities | 33,529 | ||||
Long-term debt, net of current maturities | $ | - | |||
COMMITMENTS_AND_CONTINGENCIES_
COMMITMENTS AND CONTINGENCIES (Tables) | 12 Months Ended | ||||
Dec. 31, 2013 | |||||
Commitments and Contingencies Disclosure [Abstract] | ' | ||||
Operating Lease Commitments | ' | ||||
During 2013 the Company successfully negotiated a 5 year lease, with future minimum rentals as follows: | |||||
2014 | $ | 46,460 | |||
2015 | 47,854 | ||||
2016 | 49,289 | ||||
2017 | 50,768 | ||||
2018 | 47,847 | ||||
FAIR_VALUE_Tables
FAIR VALUE (Tables) | 12 Months Ended | ||||
Dec. 31, 2013 | |||||
Fair Value Disclosures [Abstract] | ' | ||||
Reconciliation of Financial Instruments that are Recognized at Fair Value in Consolidated Financial Statements | ' | ||||
The following table reconciles, for the years ended December 31, 2012 and 2013, the beginning and ending balances for financial instruments that are recognized at fair value in the consolidated financial statements: | |||||
Conversion Liability at January 1, 2012 | $ | 4,704,987 | |||
Value of beneficial conversion features of new debentures | 7,713,872 | ||||
Change in value of beneficial conversion features during period | 2,895,203 | ||||
Reductions in fair value due to principal conversions | -1,516,383 | ||||
Conversion Liability at December 31,2012 | 13,797,679 | ||||
Value of beneficial conversion features of new debentures | 2,307,402 | ||||
Change in value of beneficial conversion features during period | -4,036,848 | ||||
Conversion Liability at December 31, 2013 | $ | 12,068,233 | |||
INCOME_TAXES_Tables
INCOME TAXES (Tables) | 12 Months Ended | |||||||
Dec. 31, 2013 | ||||||||
Income Tax Disclosure [Abstract] | ' | |||||||
Income tax provision (benefit) | ' | |||||||
The income tax provision (benefit) is comprised of the following: | ||||||||
Year Ended December 31, | ||||||||
2013 | 2012 | |||||||
State current provision (benefit) | $ | 7,167 | $ | 650 | ||||
Foreign (German) deferred provision (benefit) | 0 | 1,079,785 | ||||||
$ | 7,167 | $ | 1,080,435 | |||||
Deferred tax asset and valuation allowance | ' | |||||||
The Company’s total deferred tax asset and valuation allowance are as follows: | ||||||||
December 31, | ||||||||
2013 | 2012 | |||||||
Total deferred tax asset, noncurrent | $ | 15,265,000 | $ | 15,300,000 | ||||
Less valuation allowance | -15,265,000 | -15,300,000 | ||||||
Net deferred tax asset, noncurrent | $ | 0 | $ | 0 | ||||
Income tax benefits in the financial statements | ' | |||||||
The differences between income tax benefits in the financial statements and the tax benefit computed at the combined state and U.S. Federal statutory rate of 40% are as follows: | ||||||||
Year Ended December 31, | ||||||||
2013 | 2012 | |||||||
Tax benefit | 40 | % | 40 | % | ||||
Valuation allowance | -40 | % | -40 | % | ||||
Effective tax rate | - | - | ||||||
STOCK_OPTION_PLANS_Tables
STOCK OPTION PLANS (Tables) | 12 Months Ended | |||||
Dec. 31, 2013 | ||||||
Stock Options And Restricted Stock Awards [Abstract] | ' | |||||
Schedule of Qualified And Non-Qualified Shares Under Option Pursuant | ' | |||||
Qualified and Non-Qualified | ||||||
Shares Under Option Pursuant | ||||||
to the 1997 Plan | ||||||
December 31, | ||||||
2013 | 2012 | |||||
Outstanding, beginning of year | - | - | ||||
Granted during the year | - | - | ||||
Expired during the year | - | - | ||||
Surrendered during the year | - | - | ||||
Outstanding, end of year | - | - | ||||
Eligible, end of year for exercise | - | - | ||||
Qualified and Non-Qualified | ||||||
Shares Under Option Pursuant | ||||||
to the 2000 Plan | ||||||
December 31, | ||||||
2013 | 2012 | |||||
Outstanding, beginning of year | - | - | ||||
Granted during the year | - | - | ||||
Exercised during the year | - | - | ||||
Surrendered during the year | - | - | ||||
Expired during the year | - | - | ||||
Outstanding, end of year | - | - | ||||
Eligible, end of year for exercise | - | - | ||||
Schedule of Stock Incentive Plans | ' | |||||
The Company also issues options outside of the Stock Incentive Plans which are comprised as follows: | ||||||
December 31, | ||||||
2013 | 2012 | |||||
Outstanding, beginning of year | 8,850,000 | 8,650,000 | ||||
Granted during the year | 1,200,000 | 1,200,000 | ||||
Exercised during the year | - | - | ||||
Surrendered or cancelled during the year | - | |||||
Expired during the year | -5,150,000 | -1,000,000 | ||||
Outstanding, end of year (at prices ranging from $0.05 to $0.10) | 4,900,000 | 8,850,000 | ||||
Eligible for exercise, end of year (at prices ranging from $0.05 to $0.10) | 4,900,000 | 8,850,000 | ||||
WARRANTS_Tables
WARRANTS (Tables) | 12 Months Ended | |||||
Dec. 31, 2013 | ||||||
Warrants [Abstract] | ' | |||||
Granted common stock purchase warrants | ' | |||||
The Company granted common stock purchase warrants between January 1, 2012 and December 31, 2013 which are comprised as follows: | ||||||
December 31, | ||||||
2013 | 2012 | |||||
Outstanding, beginning of year | 127,231,315 | 157,731,315 | ||||
Granted during the year | - | - | ||||
Exercised during the year | - | - | ||||
Surrendered /cancelled during the year | - | - | ||||
Expired during the year | -100,731,315 | -30,500,000 | ||||
Outstanding, end of year (at prices ranging from $.025 to $.075) | 127,231,315 | 127,231,315 | ||||
Eligible, end of year (at prices ranging from $.025 to $.075) | 127,231,315 | 127,231,315 | ||||
GOODWILL_FROM_THE_ACQUISITION_1
GOODWILL FROM THE ACQUISITION OF KWICK! (Tables) | 12 Months Ended | ||||
Dec. 31, 2013 | |||||
Business Combinations [Abstract] | ' | ||||
Fair values of the assets acquired and liabilities assumed as acquisition | ' | ||||
The following table represents the fair values of the assets acquired and liabilities assumed as of the date of the acquisition: | |||||
Cash | $ | 339,198 | |||
Accounts receivable, net | 643,403 | ||||
Related party receivables | 16,225 | ||||
Other receivables | 120,352 | ||||
Prepaid expenses and other current assets | 43,348 | ||||
Fixed assets | 314,479 | ||||
Software | 80,101 | ||||
Deferred tax asset | 1,106,047 | ||||
Other assets | 24,486 | ||||
Income tax payable | -78,852 | ||||
Accounts payable | -8,061 | ||||
Accrued expenses | -171,093 | ||||
Net assets acquired with acquisition | $ | 2,429,633 | |||
Pro forma financial information acquisition | ' | ||||
The following unaudited pro forma financial information for the year ended December 31, 2011 combines the historical results of the company Kiwibox.com and its acquired subsidiary Kwick! as if the acquisition occurred on January 1, 2011, as follows: | |||||
Year ended December 31, 2011 | |||||
Revenues | $ | 3,426,181 | |||
Net Operating (Loss) | -883,298 | ||||
Net (Loss) | -5,113,049 | ||||
Net (loss) per share | -0.01 | ||||
Recovered_Sheet1
Summary of Significant Accounting Policies - Additional Information (Detail) (USD $) | 12 Months Ended | 12 Months Ended | ||||||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 10, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2013 | |
German Subsidiary | Leasehold Improvements | Web-Site Development | Web-Site Development | Minimum | Maximum | |||
Summary Of Significant Accounting Policies [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' |
Entity Incorporation, Date of Incorporation | 19-Apr-88 | ' | ' | ' | ' | ' | ' | ' |
Entity Information, Date To Change Former Legal Or Registered Name | 31-Dec-09 | ' | ' | ' | ' | ' | ' | ' |
Advertising expense | $82,727 | $82,573 | ' | ' | ' | ' | ' | ' |
Web-site development capitalized | ' | ' | ' | ' | 0 | 60,321 | ' | ' |
Estimated useful lives of assets | ' | ' | ' | ' | ' | ' | '3 years | '10 years |
Estimated useful lives, leasehold improvements | ' | ' | ' | 'computed on the straight-line method over the estimated useful lives of such assets between 3-10 years, or lease term for leasehold improvements, if for a shorter period. | ' | ' | ' | ' |
Common equivalents, dilutive potential common shares | 104,903,240 | ' | ' | ' | ' | ' | ' | ' |
Shares issuable upon exercise of stock purchase warrants | 26,500,000 | ' | ' | ' | ' | ' | ' | ' |
Shares issuable upon exercise of stock options | 4,900,000 | ' | ' | ' | ' | ' | ' | ' |
Shares issuable upon conversion of convertible debt | 72,773,703 | ' | ' | ' | ' | ' | ' | ' |
Debt instrument, convertible, terms of conversion feature | 'Such debt and the related accrued interest, is presently convertible at the option of four holders at a conversion price of 50% of the ten day trailing market price. The total principal due under these notes of $9,918,699 would yield in excess of 3.5 billion shares if fully converted, however, the respective notes, all of which were issued to these four investors, carry a stipulation whereby the number of all shares issued pursuant to a conversion, may in the aggregate not exceed a number that would increase the total share holdings beneficially owned by such investor to a level above 9.99%. At the end of the quarter, this clause limits any conversion to the aforementioned number of shares. All of the aforementioned conversions or exercises, as the case may be, are at the option of the holders. | ' | ' | ' | ' | ' | ' | ' |
Shares issuable upon conversion of convertible debt conversion price, as percentage of the average closing price preceding 10 days | 50.00% | ' | ' | ' | ' | ' | ' | ' |
Common stock issuable on fully exercise of options by investors | 3,500,000,000 | ' | ' | ' | ' | ' | ' | ' |
Percentage of ownership interest of investors | ' | ' | ' | ' | ' | ' | ' | 9.99% |
Shares exercisable upon conversion of convertible preferred shares | 729,537 | ' | ' | ' | ' | ' | ' | ' |
Debt conversion converted instrument amount1 | 9,918,699 | ' | ' | ' | ' | ' | ' | ' |
Equity method investment, ownership percentage | ' | ' | 80.00% | ' | ' | ' | ' | ' |
Business Acquisition Cost Acquired Entity Cash Paid | 515,037 | ' | ' | ' | ' | ' | ' | ' |
Business Acquisition Cost Acquired Entity Purchase Price | 1,352,000 | ' | ' | ' | ' | ' | ' | ' |
Advertising Barter Transactions, Advertising Barter Revenue | $41,876 | ' | ' | ' | ' | ' | ' | ' |
Recovered_Sheet2
Concentrations of Business and Credit Risk - Additional Information (Detail) (Maximum, USD $) | Dec. 31, 2013 |
Maximum | ' |
Concentration Risk [Line Items] | ' |
Cash, FDIC insurance limit | $250,000 |
Prepaid_Expenses_Detail
Prepaid Expenses (Detail) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Prepaid expenses consist of the following at: | ' | ' |
Rent | $0 | $11,427 |
Promotional supplies inventory | 0 | 6,866 |
Business insurance | 10,620 | 5,250 |
Consulting | 110,000 | 100,000 |
Other | 548 | 5,467 |
Total Prepaid Expenses | $121,168 | $129,010 |
Component_of_Property_and_Equi
Component of Property and Equipment (Detail) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Property, Plant and Equipment [Line Items] | ' | ' |
Property Plant And Equipment | $111,590 | $742,432 |
Less accumulated depreciation | 105,795 | 621,876 |
Property and equipment, net of accumulated depreciation of $105,795 and $621,876 | 5,795 | 120,556 |
Furniture | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Property Plant And Equipment | 14,322 | 14,322 |
Leasehold Improvements | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Property Plant And Equipment | 24,130 | 24,130 |
Computer Equipment | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Property Plant And Equipment | 0 | 620,842 |
Office Equipment | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Property Plant And Equipment | $73,138 | $73,138 |
Property_and_Equipment_Additio
Property and Equipment - Additional Information (Detail) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Property, Plant and Equipment [Line Items] | ' | ' |
Depreciation expense | $65,567 | $166,274 |
Intangible_Assets_Consisted_of
Intangible Assets Consisted of Software for Website Development Costs (Detail) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Less accumulated amortization | $251,688 | $284,121 |
Total | 2,576 | 108,539 |
Web-Site Development | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Website development costs | 254,264 | 392,660 |
Less accumulated amortization | 251,688 | 284,121 |
Total | $2,576 | $108,539 |
Estimated_Amortization_over_Ne
Estimated Amortization over Next Two Years (Detail) (USD $) | Dec. 31, 2013 |
Finite-Lived Intangible Assets [Line Items] | ' |
31-Dec-14 | $2,576 |
Intangible_Assets_Additional_I
Intangible Assets - Additional Information (Detail) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Amortization expense | $64,194 | $96,993 |
Recovered_Sheet3
Investment in Unconsolidated Subsidiary - Additional Information (Detail) (USD $) | 12 Months Ended | |||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 10, 2013 | Dec. 31, 2013 | |
German Subsidiary [Member] | Senior Class A Notes | |||
Kreuzfeld Ltd [Member] | ||||
Investment In unconsolidated Subsidiary [Line Items] | ' | ' | ' | ' |
Equity Method Investment, Ownership Percentage | ' | ' | 80.00% | ' |
Payment To Purchase Of Equity Subsidiary | ' | ' | $36,000 | ' |
Convertible Debt | ' | ' | ' | 4,267,834 |
Deconsolidation, Gain (Loss), Amount | ($253,557) | $0 | ' | ' |
Accrued_Expenses_Detail
Accrued Expenses (Detail) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Accounts Payable and Accrued Liabilities [Line Items] | ' | ' |
Accrued interest | $2,158,274 | $1,203,923 |
Accrued payroll, payroll taxes and commissions | 18,585 | 51,944 |
Accrued professional fees | 116,900 | 150,598 |
Accrued rent / deferred rental obligation | 11,789 | 12,158 |
Miscellaneous accruals | 20,735 | 23,554 |
Total | $2,326,283 | $1,442,177 |
Recovered_Sheet4
Obligations to be Settled in Stock (Detail) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Short-term Debt [Line Items] | ' | ' |
Obligations to be settled in stock | $259,288 | $270,658 |
Employee Stock | ' | ' |
Short-term Debt [Line Items] | ' | ' |
Obligations to be settled in stock | 0 | 10,500 |
Employment Agreement | Former Director | ' | ' |
Short-term Debt [Line Items] | ' | ' |
Obligations to be settled in stock | 56,858 | 69,608 |
Services | Former Director | ' | ' |
Short-term Debt [Line Items] | ' | ' |
Obligations to be settled in stock | 36,000 | 36,000 |
Consulting Agreement | Chief Executive Officer | ' | ' |
Short-term Debt [Line Items] | ' | ' |
Obligations to be settled in stock | 56,430 | 44,550 |
Warrant | ' | ' |
Short-term Debt [Line Items] | ' | ' |
Obligations to be settled in stock | 100,000 | 100,000 |
Warrant | Pixunity.DE | ' | ' |
Short-term Debt [Line Items] | ' | ' |
Obligations to be settled in stock | $10,000 | $10,000 |
Recovered_Sheet5
Obligations to be Settled in Stock (Parenthetical) (Detail) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Employee Stock | ' | ' |
Short-term Debt [Line Items] | ' | ' |
Common shares issuable, for services rendered | 1,050,000 | 1,050,000 |
Former Director | Services | ' | ' |
Short-term Debt [Line Items] | ' | ' |
Common shares issuable, for services rendered | 600,000 | 600,000 |
Former Director | Employment Agreement | ' | ' |
Short-term Debt [Line Items] | ' | ' |
Stock options issuable | 2,900,000 | 2,900,000 |
Chief Executive Officer | Consulting Agreement | ' | ' |
Short-term Debt [Line Items] | ' | ' |
Common shares issuable, for services rendered | 500,000 | 500,000 |
Director | ' | ' |
Short-term Debt [Line Items] | ' | ' |
Stock options issuable | 5,400,000 | 4,200,000 |
Pixunity.DE | Warrant | ' | ' |
Short-term Debt [Line Items] | ' | ' |
Warrants granted on Pixunity.de asset Purchase | 1,000,000 | 1,000,000 |
Borrowings_under_Short_Term_Lo
Borrowings under Short Term Loan Agreements (Detail) (USD $) | 12 Months Ended |
Dec. 31, 2013 | |
Short-term Debt [Line Items] | ' |
On December 4, 1996, The company (Formerly Magnitude, Inc.) repurchased 500,000 shares of its common stock and retired same against issuance of a promissory note maturing twelve months thereafter accruing interest at 5% per annum and due December 4, 1998. This note is overdue as of September 30, 2005 and no demand for payment has been made. | $75,000 |
Total | $75,000 |
Borrowings_under_Short_Term_Lo1
Borrowings under Short Term Loan Agreements (Parenthetical) (Detail) | 1 Months Ended |
Dec. 04, 1996 | |
Short-term Debt [Line Items] | ' |
Common stock repurchased and retired against issuance of promissory note | 500,000 |
Debt maturity date | 4-Dec-98 |
Accruing interest per annum | 5.00% |
Component_of_Note_Payable_Deta
Component of Note Payable (Detail) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Debt Instrument [Line Items] | ' | ' |
Less: debt discount on above note | $0 | ($8,333) |
Total | 10,283,699 | 9,220,366 |
Other | During March 2012 | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Convertible note payable-other | 0 | 50,000 |
Other | Demand Notes | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Notes and loans payable | 25,000 | 25,000 |
Related Party Transactions | September 2008 through December 2013 | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Convertible note payable-other | 9,918,699 | 8,773,699 |
Related Party Transactions | Demand Notes | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Notes and loans payable | 340,000 | 340,000 |
Related Party Transactions | Demand Notes | In January 2008 | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Notes and loans payable | $0 | $40,000 |
Component_of_Note_Payable_Pare
Component of Note Payable (Parenthetical) (Detail) (USD $) | Dec. 04, 1996 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2012 |
Demand Notes | Demand Notes | Demand Notes | Demand Notes | Demand Notes | Demand Notes | Demand Notes | Demand Notes | Convertible Promissory Notes | ||
Loans from Shareholders | Loans from Shareholders | Loans from Shareholders | Loans from Shareholders | Loans from Shareholders | Loans from Shareholders | Loans from Shareholders | Loans from Shareholders | During March 2012 | ||
In January 2008 | In January 2008 | In January 2011 | In January 2011 | In February 2011 | In February 2011 | |||||
Debt Instrument [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Notes and loans payable | ' | $340,000 | $340,000 | $0 | $40,000 | $50,000 | $50,000 | $240,000 | $240,000 | ' |
Debt instrument interest rate | 5.00% | ' | ' | ' | 5.00% | 10.00% | 10.00% | 10.00% | 10.00% | 5.00% |
Components_of_LongTerm_Debt_De
Components of Long-Term Debt (Detail) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Debt Instrument [Line Items] | ' | ' |
Discounted present value of a non-interest bearing $70,000 settlement with a former investor of Magnitude, Inc. to be paid in 24 equal monthly payments commencing July 1, 1997. The imputed interest rate used to discount the note is 8% per annum. This obligation is in default. | $33,529 | $33,529 |
Total | 33,529 | 33,529 |
Less current maturities | 33,529 | 33,529 |
Long-term debt, net of current maturities | $0 | $0 |
Components_of_LongTerm_Debt_Pa
Components of Long-Term Debt (Parenthetical) (Detail) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Debt Instrument [Line Items] | ' | ' |
Non-interest bearing obligation | $70,000 | $70,000 |
Debt instrument, number of periodic payment | 24 | 24 |
Debt instrument, frequency of periodic payment | 'Monthly | 'Monthly |
Debt instrument, date of first required payment | 1-Jul-97 | 1-Jul-97 |
Imputed interest rate used to discount the note | 8.00% | 8.00% |
Recovered_Sheet6
Derivative Conversion Features - Additional Information (Detail) (USD $) | 12 Months Ended | 1 Months Ended | 12 Months Ended | 12 Months Ended | 12 Months Ended | 12 Months Ended | ||||||||||||||||||||||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 04, 1996 | Jul. 27, 2010 | Dec. 31, 2013 | Jul. 27, 2010 | Feb. 28, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Aug. 01, 2011 | Jul. 27, 2010 | Aug. 01, 2011 | Dec. 31, 2012 | Aug. 01, 2012 | Dec. 31, 2013 | Jul. 27, 2010 | Jul. 27, 2010 | Dec. 31, 2012 | Sep. 16, 2011 | Dec. 31, 2013 | Sep. 16, 2011 | Dec. 31, 2012 | Dec. 31, 2013 | Sep. 30, 2010 | Sep. 30, 2010 | |
Maximum | Minimum | Minimum | Michael Pisani | Michael Pisani | Cambridge Service Inc | Cambridge Service Inc | Cambridge Service Inc | Cambridge Service Inc | Cambridge Service Inc | Cambridge Service Inc | Cambridge Service Inc | Discovery Advisory Company | Discovery Advisory Company | Discovery Advisory Company | Discovery Advisory Company | Discovery Advisory Company | Kreuzfeld Ltd | Kreuzfeld Ltd | Kreuzfeld Ltd | Kreuzfeld Ltd | Vermoegensverwaltungs Gesellschaft Zurich Ltd | Vermoegensverwaltungs Gesellschaft Zurich Ltd | Vermoegensverwaltungs Gesellschaft Zurich Ltd | Vermoegensverwaltungs Gesellschaft Zurich Ltd | ||||
Advanced Additional | Advanced Additional | Senior Class A Notes | Senior Class A Notes | Senior Class A Notes | Senior Class A Notes | Senior Class A Notes | Senior Class A Notes | Senior Class A Notes | Senior Class A Notes | Senior Class A Notes | Senior Class A Notes | Senior Class A Notes | Senior Class A Notes | |||||||||||||||
Canceled | Canceled | Canceled | Canceled | |||||||||||||||||||||||||
Derivative [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt instrument, interest rate, stated percentage | ' | ' | 5.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 10.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 10.00% | ' | ' |
Value of derivative conversion feature | $2,307,402 | ' | ' | ' | ' | ' | ' | $55,241 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Convertible note, term | ' | ' | ' | ' | ' | ' | '1 year | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Shares issuable upon conversion of convertible debt, price per share | ' | ' | ' | ' | ' | ' | $0.03 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt discount | 50,000 | ' | ' | ' | ' | ' | ' | 50,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Amortization expense recorded | 8,333 | 41,667 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Convertible revolving promissory notes | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 683,996 | 1,303,996 | ' | ' | ' | 1,160,984 | 1,080,984 | ' | ' | ' | 2,000,000 | ' | ' | ' | 2,000,000 |
Convertible revolving promissory notes, outstanding | ' | ' | ' | ' | ' | ' | 50,000 | ' | ' | ' | ' | 2,729,435 | ' | ' | ' | ' | ' | 3,952,008 | ' | ' | ' | ' | 4,267,834 | ' | ' | 955,159 | ' | ' |
Shares issuable upon conversion of convertible debt conversion price, as percentage of the average closing price preceding 10 days | 50.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 50.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Shares issuable upon conversion of convertible debt, price per share | ' | ' | ' | $9.99 | $0.00 | $0.00 | $0.03 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Proceeds from related party debt | ' | 2,069,479 | ' | ' | ' | ' | ' | ' | 298,913 | 1,145,000 | 1,303,913 | ' | ' | ' | ' | 2,436,588 | ' | ' | ' | ' | 2,069,479 | ' | ' | ' | 365,388 | ' | ' | ' |
Line of credit facility, maximum borrowing capacity | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2,000,000 | ' | ' | ' | 5,000,000 | ' | ' | ' | ' | 5,000,000 | ' | ' | ' | ' | 2,000,000 | ' |
Change in value of beneficial conversion features during period | 4,036,848 | -2,895,203 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt instrument dividend compensation percentage | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 5.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Liability for derivative conversion feature | $12,068,233 | $13,797,679 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Operating_Lease_Commitments_De
Operating Lease Commitments (Detail) (New York Operations, USD $) | Dec. 31, 2013 |
New York Operations | ' |
Operating Leased Assets [Line Items] | ' |
2013 | $46,460 |
2014 | 47,854 |
2015 | 49,289 |
2016 | 50,768 |
2017 | $47,847 |
Commitments_and_ContingenciesA
Commitments and Contingencies-Additional Information (Detail) (USD $) | 12 Months Ended | 1 Months Ended | 12 Months Ended | 1 Months Ended | 12 Months Ended | |||||||||||
Dec. 31, 2013 | Dec. 31, 2012 | Oct. 06, 2010 | Mar. 07, 2011 | Oct. 06, 2010 | Dec. 31, 2013 | Mar. 07, 2011 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | |
acre | Pixunity.DE | January 1, 2011 through June 30, 2011 | Maximum | Maximum | Minimum | Monthly Payment | Monthly Payment | Monthly Payment | Monthly Payment | Monthly Payment | Monthly Payment | Monthly Payment | Monthly Payment | |||
Pixunity.DE | Office | May 2010 Through May 31, 2011 | May 2011 Through August 31, 2011 | August 2011 Through December 31, 2011 | December 2011 Through May 31, 2012 | May 31, 2012 Through December 31, 2012 | Average | |||||||||
Commitments and Contingencies Disclosure [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Office area rented | 990 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Minimum monthly rentals | ' | ' | ' | ' | ' | ' | ' | ' | $3,833 | ' | ' | ' | ' | ' | ' | ' |
Tenants share of utility/cam/property tax charges | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 291 |
Lease and rent expenses | 113,364 | 138,821 | ' | ' | ' | ' | ' | ' | ' | 2,000 | 2,775 | 2,837 | 2,837 | 2,837 | 2,943 | ' |
Operating lease term | '5 years | ' | ' | ' | ' | '5 years | ' | '3 years | ' | ' | ' | ' | ' | ' | ' | ' |
Prepaid consulting fees | 18,333 | ' | 16,667 | ' | 100,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of members | ' | ' | ' | 15,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Shares granted | 1,200,000 | 1,200,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Lease rate per month | 1,077 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Term Of Lease | '5 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Acquire source code and technology for image sharing | ' | ' | ' | ' | ' | ' | $100,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Reconciliation_of_Financial_In
Reconciliation of Financial Instruments that are Recognized at Fair Value in Consolidated Financial Statements (Detail) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ' | ' |
Conversion Liability at January 1, 2013 | $13,797,679 | $4,704,987 |
Value of beneficial conversion features of new debentures | 2,307,402 | 7,713,872 |
Change in value of beneficial conversion features during period | -4,036,848 | 2,895,203 |
Reductions in fair value due to principal conversions | ' | -1,516,383 |
Conversion Liability at December 31,2013 | $12,068,233 | $13,797,679 |
Preferred_Stock_Additional_Inf
Preferred Stock - Additional Information (Detail) (USD $) | 12 Months Ended | 12 Months Ended | 12 Months Ended | 12 Months Ended | 12 Months Ended | 12 Months Ended | 12 Months Ended | 1 Months Ended | 12 Months Ended | ||||||||||
Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2006 | Dec. 31, 2013 | Dec. 31, 2000 | Dec. 31, 2013 | Dec. 31, 2000 | Dec. 31, 2013 | Dec. 31, 2000 | Dec. 31, 2013 | Dec. 31, 2000 | Dec. 31, 2013 | Dec. 31, 2005 | Feb. 28, 2009 | Feb. 19, 2007 | Dec. 31, 2013 | Feb. 19, 2009 | Dec. 31, 2007 | |
Cumulative Preferred Stock | Cumulative Preferred Stock | Series A Preferred Stock | Series A Preferred Stock | Series B Preferred Stock | Series B Preferred Stock | Series C Preferred Stock | Series C Preferred Stock | Series D Preferred Stock | Series D Preferred Stock | Series E Preferred Stock | Series E Preferred Stock | Series G Preferred Stock | Series G Preferred Stock | Series G Preferred Stock | Series G Preferred Stock | Series G Preferred Stock | |||
Preferred Stock [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Preferred stock, par value | $0.00 | $0.00 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Preferred stock, shares authorized | 3,000,000 | 3,000,000 | 2,500 | ' | ' | 300,000 | ' | 350,000 | ' | 120,000 | ' | 500,000 | ' | 500,000 | ' | ' | ' | ' | 43,610 |
Preferred stock, shares issued | 85,890 | 85,890 | 1 | ' | ' | 22,000 | ' | 0 | ' | ' | ' | 63,890 | ' | 0 | ' | ' | ' | ' | ' |
Preferred stock, shares outstanding | 85,890 | 85,890 | 1 | ' | ' | 22,000 | ' | 0 | 0 | ' | ' | ' | ' | 0 | ' | ' | ' | 43,610 | ' |
Preferred stock, value, outstanding | ' | ' | ' | $0 | $22 | ' | $0 | ' | ' | ' | $64 | ' | ' | ' | ' | ' | ' | ' | ' |
Preferred stock, liquidation preference, value | ' | ' | ' | 100,000 | 120,000 | ' | ' | ' | ' | ' | 575,010 | ' | ' | ' | ' | ' | ' | ' | ' |
Shares issued upon conversions of debt | 1,409,570 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 17,857,142 | ' | ' | ' | ' |
Preferred stock, dividend payment rate, variable | ' | ' | ' | ' | 'The holders of said shares of Series A Senior Preferred shall be entitledto receive cumulative dividends at the rate of seven percent (7%) per annum during the first annual period after issuance, increasing by increments of one half of one percent for every year thereafter until the rate reaches ten percent (10%) per annum at which time it will remain at 10% payable semi-annually when declared by the Board of Directors, before any dividend shall be declared, set apart for, or paid upon the Common Stock of the Company. The Dividend Rate shall accrue on the Liquidation Price of each share of the Series A Senior Preferred. The dividends on the Series A Senior Preferred, payable in cash, shall be cumulative, so that if the Company fails in any fiscal year to pay such dividends on all the issued and outstanding Series A Senior Preferred, such deficiency in the dividends shall be fully paid, but without interest, before any dividends shall be paid on or set apart for the Cumulative Preferred Stock or the Common Stock. | ' | 'The holders of said shares of Series B Senior Preferred shall be entitled to receive cumulative dividends thereon at the rate of seven percent (7%) per annum, payable semi-annually when declared by the Board of Directors, before any dividend shall be declared, set apart for, or paid upon the Common Stock of the Company. | ' | 'The holders of said shares of Series C Senior Preferred shall be entitled to receive cumulative dividends thereon at the rate of seven percent (7%) per annum, payable monthly, before any dividend shall be declared, set apart for, or paid upon the Common Stock of the Company. | ' | 'The holders of said shares of Series D Senior Preferred shall be entitled to receive cumulative dividends thereon at the rate of seven percent (7%) per annum, payable semi-annually when declared by the Board of Directors before any dividend shall be declared, set apart for, or paid upon the Common Stock of the Company. | ' | 'The holders of said shares of Series E Senior Preferred shall be entitled to receive cumulative dividends at the rate of six percent (6%) per annum, payable at the time said shares are converted into shares of common stock of the Company and when declared by the board of Directors, before any dividend shall be declared, set apart for, or paid upon the Common Stock and any other Preferred Stock of the Company. | ' | ' | ' | ' | ' | ' |
Preferred stock, redemption terms | ' | ' | ' | ' | 'In the event of any liquidation, of the Company, whether voluntary or otherwise, after payment or provision for payment of the debts and other liabilities of the Company, the holders of the Series A Senior Preferred shall be entitled to receive, out of the remaining net assets of the Company, the amount of Five ($5.00) dollars for each share of Series A Senior Preferred (the "Liquidation Price") held of record by such holder | ' | 'In the event of any liquidation of the Company, whether voluntary or otherwise, after payment or providing for payment of the debts and other liabilities of the Company, the holders of the Series B Senior Preferred shall be entitled to receive, out of the remaining net assets of the Company, the amount of nine ($9.00) dollars for each share of Series B Senior Preferred (the "Liquidation Price") held of record by such holder | ' | 'In the event of any liquidation of the Company, whether voluntary or otherwise, after payment or provision for payment of the debts and other liabilities of the Company, the holders of the Series C Senior Preferred shall be entitled to receive, out of the remaining net assets of the Company, the amount of nine ($9.00) dollars for each share of Series C Senior Preferred (the "Liquidation Price") held of record by such holder | ' | ' | ' | ' | ' | ' | ' | 'In the event of any liquidation, dissolution, or winding up of the affairs of the Company, whether voluntary or otherwise, after payment or provision for payment of the debts and other liabilities of the Company, the holders of the Series E Senior Preferred shall be entitled to receive, out of the remaining net assets of the Company, an amount equal to the Stated Value of $11.46526 for each share of Series G Senior Preferred held of record by such holder | ' | ' |
Preferred stock, reason why security is not redeemable | ' | ' | ' | ' | 'any such shares called for redemption have been issued and outstanding for a minimum of three (3) years at the time of notice of redemption to the holders of such shares | ' | 'any such shares called for redemption have been issued and outstanding for a minimum of three (3) years at the time of notice of redemption of the holders of such shares | ' | 'any such shares called for redemption have been issued and outstanding for a minimum of three (3) years at the time of notice of redemption to the holders of such shares | ' | 'any such shares called for redemption have been outstanding for a minimum of three (3) years at the time of notice of redemption to the holders of such shares | ' | ' | ' | ' | ' | ' | ' | ' |
Preferred stock redemption price basis | ' | ' | ' | ' | 'Liquidation Price for each share of Series A Senior Preferred held by such holder plus a "call premium" of 15% of the Liquidation Price, together with the amount of any accrued and unpaid dividends as may have accumulated thereon at the time of redemption (the "Redemption Price"). | ' | 'Liquidation Price for each share of Series B Senior Preferred held by such holder plus a "call premium" of 10% of the Liquidation Price, together with the amount of any accrued and unpaid dividends as may have accumulated thereon at the time of redemption (the "Redemption Price"). | ' | 'Liquidation Price for each share of Series C Senior Preferred held by such holder plus a "call premium" of 10% of the Liquidation Price together with the amount of any accrued and unpaid dividends as may have accumulated thereon at the time of redemption (the "Redemption Price"). | ' | 'Stated Value for each share of Series D Senior Preferred held by such holder plus a "call premium" of 10% of the Stated Value, together with the amount of any accrued and unpaid dividends as may have accumulated thereon at the time of redemption (the "Redemption Price"). | ' | ' | ' | ' | ' | ' | ' | ' |
Preferred stock, conversion basis | ' | ' | ' | ' | 'Each share of Series A Senior Preferred shall be convertible at any time prior to the Redemption Date, at the holders option, into such number (the "Conversion Ratio") of shares of the Common Stock of the Company as arrived at by dividing the Liquidation Price by one hundred fifty (150) percent of the market price of the Common Stock of the Corporation ("Market Price") | ' | 'Each share of Series B Senior Preferred shall be convertible at any time prior to the Redemption Date, at the holders option, into shares of Common Stock of the Company on the basis of ten (10) shares of Common Stock for 1 share of Series B Senior Preferred. | ' | 'Each share of Series C Senior Preferred shall be convertible at any time prior to the Redemption Date, at the holders option, into shares of Common Stock of the Company on the basis of ten (10) shares of Common Stock for 1 share of Series C Senior Preferred. | ' | 'Each share of Series D Senior Preferred shall be convertible at any time prior to the Redemption Date, at the holders option, into shares of Common Stock of the corporation on the basis of ten (10) shares of Common Stock for 1 share of Series D Senior Preferred. | ' | 'shares of Common Stock of the Company on the basis of one hundred (100) shares of Common Stock for 1 share of Series E Senior Preferred. | ' | ' | ' | ' | ' | ' |
Preferred stock, amount of preferred dividends in arrears | ' | ' | 9,000 | ' | 143,664 | ' | ' | ' | ' | ' | 531,728 | ' | 0 | ' | ' | ' | ' | ' | ' |
Preferred stock, per share amounts of preferred dividends in arrears | ' | ' | $9,000 | ' | $6.53 | ' | ' | ' | ' | ' | $8.32 | ' | ' | ' | ' | ' | ' | ' | ' |
Convertible preferred stock converted to other securities | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $500,000 | ' | ' | ' |
Convertible preferred stock, shares issued upon conversion | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 10,000,000 | ' | 17,857,142 | ' |
Sale of stock, price per share | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $0.03 | ' |
Income_Tax_Provision_Benefit_D
Income Tax Provision (Benefit) (Detail) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Income Tax Provision Benefit [Line Items] | ' | ' |
State current provision (benefit) | $7,167 | $650 |
Foreign (German) deferred provision (benefit) | 0 | 1,079,785 |
Income tax expense (benefit), continuing operations | $7,167 | $1,080,435 |
Deferred_Tax_Asset_and_Valuati
Deferred Tax Asset and Valuation Allowance (Detail) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Deferred Tax Asset And Valuation Allowance [Line Items] | ' | ' |
Total deferred tax asset, noncurrent | $15,265,000 | $15,300,000 |
Less valuation allowance | -15,265,000 | -15,300,000 |
Net deferred tax asset, noncurrent | $0 | $0 |
Differences_Between_Income_Tax
Differences Between Income Tax Benefits and The Tax Benefit Computed By State and U.S. Federal Statutory Rate (Detail) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Effective Income Tax Rate Continuing Operations Tax Rate Reconciliation [Line Items] | ' | ' |
Tax benefit | 40.00% | 40.00% |
Valuation allowance | -40.00% | -40.00% |
Effective tax rate | 0.00% | 0.00% |
Income_Taxes_Additional_Inform
Income Taxes - Additional Information (Detail) (USD $) | 12 Months Ended |
Dec. 31, 2013 | |
Income Tax [Line Items] | ' |
Effective income tax rate reconciliation, at federal statutory income tax rate | 40.00% |
Federal Taxable Income | ' |
Income Tax [Line Items] | ' |
Operating loss carry forwards | 37,000,000 |
Operating loss carry forwards, expiration dates | 31-Dec-33 |
State and Local Jurisdiction | ' |
Income Tax [Line Items] | ' |
Operating loss carry forwards | 13,500,000 |
Operating loss carry forwards, expiration dates | 31-Dec-20 |
Stock_based_compensation_Addit
Stock based compensation - Additional Information (Detail) (USD $) | 12 Months Ended | 12 Months Ended | 1 Months Ended | 12 Months Ended | ||||||||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 21, 2012 | Dec. 01, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | |
Warrant | Warrant | Joseph J. Tomasek | Employees and Consultants | Board of Director | Restricted Stock | Restricted Stock | Restricted Stock | Restricted Common Shares | Restricted Common Shares | |||
Warrant | Andre Scholz | Andre Scholz | Joseph J. Tomasek | Andre Scholz | Joseph J. Tomasek | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Share-based compensation arrangement by share-based payment award, options, grants in period, gross | 400,000 | ' | 0 | 0 | 500,000 | ' | ' | 1,200,000 | 1,200,000 | 1,200,000 | 400,000 | 250,000 |
Share based compensation arrangement by share based payment award options grants in period per month | ' | ' | ' | ' | ' | ' | ' | $100,000 | ' | ' | ' | ' |
Stock granted during period, value, share-based compensation, gross | ' | ' | ' | ' | ' | ' | ' | $8,040 | $30,600 | $11,880 | ' | ' |
Share-based compensation arrangement by share-based payment award, fair value assumptions, exercise price | ' | ' | ' | ' | $0.03 | $0.01 | $0.01 | ' | ' | ' | ' | ' |
Share-based compensation arrangement by share-based payment award, fair value assumptions, expected term | ' | ' | ' | ' | '5 years | ' | ' | ' | ' | ' | ' | ' |
Share based compensation arrangement by share based payment award option exercise value | ' | ' | ' | ' | $5,000 | ' | ' | ' | ' | ' | ' | ' |
Stock issued during period, shares, restricted stock award, gross | ' | ' | ' | ' | ' | 1,050,000 | ' | ' | ' | ' | ' | ' |
Company authorized issuance | 1,400,000,000 | 1,400,000,000 | ' | ' | ' | ' | 1,550,000 | ' | ' | ' | ' | ' |
Qualified_and_NonQualified_Sha
Qualified and Non-Qualified Shares Outstanding (Detail) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' |
Granted during the year | 400,000 | ' |
1997 Plan | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' |
Outstanding, beginning of year | 0 | 0 |
Granted during the year | 0 | 0 |
Surrendered during the year | 0 | 0 |
Expired during the year | 0 | 0 |
Outstanding, end of year | 0 | 0 |
Eligible, end of year for exercise | 0 | 0 |
2000 Plan | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' |
Outstanding, beginning of year | 0 | 0 |
Granted during the year | 0 | 0 |
Exercised during the year | 0 | 0 |
Surrendered during the year | 0 | 0 |
Expired during the year | 0 | 0 |
Outstanding, end of year | 0 | 0 |
Eligible, end of year for exercise | 0 | 0 |
Stock_Incentive_Plans_Option_O
Stock Incentive Plans Option Outstanding (Detail) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' |
Granted during the year | 400,000 | ' |
Stock Incentive Plans [Member] | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' |
Outstanding, beginning of year | 8,850,000 | 8,650,000 |
Granted during the year | 1,200,000 | 1,200,000 |
Exercised during the year | 0 | 0 |
Surrendered or cancelled during the year | 0 | ' |
Expired during the year | -5,150,000 | -1,000,000 |
Outstanding, end of year | 4,900,000 | 8,850,000 |
Eligible for exercise, end of year | 4,900,000 | 8,850,000 |
Stock_Incentive_Plans_Option_O1
Stock Incentive Plans Option Outstanding (Parenthetical) (Detail) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' |
Outstanding prices ranging | $0.05 | $0.05 |
Stock Incentive Plans [Member] | Maximum [Member] | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' |
Outstanding prices ranging | $0.10 | ' |
Eligible for exercise prices ranging | $0.10 | ' |
Stock Incentive Plans [Member] | Minimum [Member] | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' |
Outstanding prices ranging | $0.05 | ' |
Eligible for exercise prices ranging | $0.05 | ' |
Stock_Option_Plans_Additional_
Stock Option Plans - Additional Information (Detail) (USD $) | 1 Months Ended | 12 Months Ended | |
Apr. 30, 1996 | Dec. 31, 2013 | Dec. 31, 2012 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' |
weighted average remaining contractual life | ' | '2 years 10 months | '1 year 3 months |
weighted average exercise price | ' | $0.05 | $0.05 |
Share-based Compensation Arrangements by Share-based Payment Award, Options, Expirations in Period, Weighted Average Exercise Price | ' | $0.09 | $0.05 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value | ' | $0.04 | $0.04 |
Share-based compensation arrangement by share-based payment award, options, grants in period, gross | ' | 400,000 | ' |
Conversion of Stock, Description | '3.4676 shares of Magnitude, Inc. to 1 share | ' | ' |
Outstanding prices ranging | ' | $0.05 | $0.05 |
1996 Plan | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | ' | 480,000 | ' |
1997 Plan | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | ' | 1,000,000 | ' |
Common Stock, Capital Shares Reserved for Future Issuance | ' | 1,000,000 | ' |
Share-based compensation arrangement by share-based payment award, options, grants in period, gross | ' | 0 | 0 |
2000 Plan | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | ' | 5,000,000 | ' |
Common Stock, Capital Shares Reserved for Future Issuance | ' | 5,000,000 | ' |
Share-based compensation arrangement by share-based payment award, options, grants in period, gross | ' | 0 | 0 |
Common_Stock_Purchase_Warrants
Common Stock Purchase Warrants (Detail) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Stock Warrants [Line Items] | ' | ' |
Granted during the year | 400,000 | ' |
Warrant | ' | ' |
Stock Warrants [Line Items] | ' | ' |
Outstanding, beginning of year | 127,231,315 | 157,731,315 |
Granted during the year | 0 | 0 |
Exercised during the year | 0 | 0 |
Surrendered /cancelled during the year | 0 | 0 |
Expired during the year | -100,731,315 | -30,500,000 |
Outstanding, end of year | 127,231,315 | 127,231,315 |
Eligible, end of year | 127,231,315 | 127,231,315 |
Common_Stock_Purchase_Warrants1
Common Stock Purchase Warrants (Parenthetical) (Detail) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Common Stock Purchase Warrants Granted Parenthetical Information [Line Items] | ' | ' |
Outstanding prices ranging | $0.05 | $0.05 |
Warrant | Minimum | ' | ' |
Common Stock Purchase Warrants Granted Parenthetical Information [Line Items] | ' | ' |
Outstanding prices ranging | $0.25 | ' |
Eligible for exercise prices ranging | $0.25 | ' |
Warrant | Maximum | ' | ' |
Common Stock Purchase Warrants Granted Parenthetical Information [Line Items] | ' | ' |
Outstanding prices ranging | $0.75 | ' |
Eligible for exercise prices ranging | $0.75 | ' |
Warrants_Addional_Information_
Warrants - Addional Information (Detail) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Class of Warrant or Right [Line Items] | ' | ' |
weighted average exercise price | $0.05 | $0.05 |
weighted average remaining contractual life | '2 years 10 months | '1 year 3 months |
Warrant | ' | ' |
Class of Warrant or Right [Line Items] | ' | ' |
weighted average exercise price | $0.04 | $0.05 |
weighted average remaining contractual life | '2 years 7 months | '10 months |
Related_Party_Transactions_Add
Related Party Transactions - Additional Information (Detail) | 12 Months Ended | 12 Months Ended | 12 Months Ended | 12 Months Ended | 12 Months Ended | ||||||||||||||||||||||||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 04, 1996 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | |
USD ($) | USD ($) | EUR (€) | Interscholtz Internet Services GmbH and Co KG | Consulting Agreement | Demand Note | Kwick | Chief Executive Officer | Chief Executive Officer | Officer | Officer | Cambridge Service Inc | Cambridge Service Inc | Cambridge Service Inc | Cambridge Service Inc | Kreuzfeld Ltd | Kreuzfeld Ltd | Discovery Advisory Company | Discovery Advisory Company | Discovery Advisory Company | VGZ | VGZ | VGZ | Monthly Payment | Monthly Payment | Monthly Payment | Monthly Payment | Interscholz KG | ||
USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | Common Stock | USD ($) | USD ($) | USD ($) | USD ($) | Advanced Additional | Advanced Additional | USD ($) | USD ($) | USD ($) | USD ($) | Advanced Additional | USD ($) | USD ($) | Advanced Additional | USD ($) | USD ($) | Consulting Agreement | Consulting Agreement | USD ($) | |||||
USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | Common Stock | ||||||||||||||||||||||||
USD ($) | |||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Legal fees | $33,708 | $60,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Share-based compensation arrangement by share-based payment award, options, grants in period, gross | 400,000 | ' | ' | ' | ' | 250,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 100,000 | 100,000 | ' | ' | ' |
Common stock options issued value | 100,000 | ' | ' | ' | ' | 1,250 | ' | ' | ' | ' | 110,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2,000 | 8,040 | ' |
Website development related services | 513,591 | 437,952 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Proceeds from related party debt | ' | 2,069,479 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 298,913 | 1,145,000 | 1,303,913 | ' | 2,069,479 | 2,436,588 | ' | 2,436,588 | ' | 365,388 | 365,338 | ' | ' | ' | ' | ' |
Notes payable, related parties | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2,360,060 | ' | ' | ' | 3,564,959 | ' | ' | 3,221,722 | ' | 771,958 | ' | ' | ' | ' | ' | ' | ' |
Long term debt | ' | ' | ' | ' | ' | ' | 899,794 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Interest payable | ' | ' | ' | ' | ' | ' | 19,849 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt instrument interest rate | ' | ' | ' | 5.00% | ' | ' | 6.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Convertible revolving promissory notes | ' | ' | ' | ' | ' | ' | ' | ' | 27,510 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Intrinsic Value | 11,880 | 11,880 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Due to Related Parties, Current | 33,612 | 30,710 | ' | ' | ' | ' | ' | ' | ' | ' | 23,992 | 6,998 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 9,620 | 0 | ' | ' | ' |
Variable Interest Entity, Qualitative or Quantitative Information, Ownership Percentage | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 10.00% | 10.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Conversion, Original Debt, Amount | ' | 1,490,570 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 581,269 | ' | ' | ' | 419,100 | ' | ' | ' | ' | 409,200 | ' | ' | ' | ' | ' | ' | ' |
Sales revenue, services, net | ' | ' | ' | ' | ' | ' | ' | 93,174 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Share based compensation arrangement by share based payment award options grants shares | ' | ' | ' | ' | ' | ' | ' | ' | 1,200,000 | 500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Business Acquisition Partly Payment Made | ' | ' | ' | ' | 515,037 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Business Acquisition Total Price | 1,352,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument, Annual Principal Payment | ' | ' | 100,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Advertising Barter Transactions, Advertising Barter Revenue | $41,876 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $99,000 |
Recovered_Sheet7
Goodwill from the Acquisition of Kwick! - Additional Information (Detail) (USD $) | 3 Months Ended | 12 Months Ended | |||
Sep. 30, 2013 | Jun. 30, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Sep. 30, 2011 | |
Business Acquisition [Line Items] | ' | ' | ' | ' | ' |
Excess of purchase price over net assets acquired | $0 | ' | $0 | $6,169,426 | $6,138,210 |
Fair value of net assets | ' | 2,660,000 | ' | ' | ' |
Goodwill, Fair value disclosure | ' | 2,452,812 | ' | ' | ' |
Impairment of goodwill | $2,452,812 | $3,685,398 | $6,138,210 | $0 | ' |
Subsequent_Events_Additional_I
Subsequent Events - Additional Information (Detail) (Subsequent event, USD $) | 5 Months Ended |
20-May-14 | |
Subsequent event | ' |
Other loans payable, current | $305,000 |
Other Loans Payable Current Interest Rate | 10.00% |