Document_And_Entity_Informatio
Document And Entity Information | 3 Months Ended | |
Mar. 31, 2015 | 14-May-15 | |
Document And Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | FALSE | |
Document Period End Date | 31-Mar-15 | |
Document Fiscal Year Focus | 2014 | |
Document Fiscal Period Focus | Q1 | |
Trading Symbol | KIWB | |
Entity Common Stock, Shares Outstanding | 683,693,060 | |
Entity Registrant Name | Kiwibox.Com, Inc. | |
Entity Central Index Key | 838796 | |
Current Fiscal Year End Date | -19 | |
Entity Filer Category | Smaller Reporting Company |
BALANCE_SHEETS_Unaudited
BALANCE SHEETS (Unaudited) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
Current Assets | ||
Cash and cash equivalents | $1,195 | $299 |
Accounts receivables - affiliate, net of allowance for doubtful acccounts of $0 | 37,101 | 28,146 |
Loan receivable - affiliate | 30,074 | 30,000 |
Prepaid expenses and other current assets | 167,421 | 228,075 |
Total Current Assets | 235,791 | 286,520 |
Property and equipment, net of accumulated depreciation of $111,831 and $110,583, respectively | 4,721 | 4,971 |
Website development costs, net of accumulated amortization of $254,264 and $254,264, respectively | ||
Other assets | 12,831 | 17,803 |
Total Assets | 253,343 | 309,294 |
Current Liabilities | ||
Accounts payable | 244,918 | 257,949 |
Accrued expenses | 3,693,514 | 3,408,864 |
Due to related parties | 69,969 | 65,909 |
Obligations to be settled in stock | 280,858 | 276,568 |
Dividends payable | 748,471 | 735,655 |
Loans and notes payable - other | 100,000 | 100,000 |
Loans and notes payable - related parties | 340,000 | 340,000 |
Convertible notes payable-related parties | 11,468,700 | 11,193,700 |
Current maturities of long-term debt | 33,529 | 33,529 |
Liability for derivative conversion feature -related parties | 14,907,819 | 14,482,427 |
Total Current Liabilities | 31,888,778 | 30,894,601 |
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 683,693,060 shares respectively | 68,367 | 68,367 |
Additional paid-in capital | 52,726,105 | 52,726,105 |
Accumulated deficit | -84,428,993 | -83,379,865 |
Total Stockholders' Equity (Impairment) | -31,634,435 | -30,585,307 |
Total Liabilities and Equity (Impairment) | $254,343 | $309,294 |
BALANCE_SHEETS_Parenthetical
BALANCE SHEETS (Parenthetical) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
Statement of Financial Position [Abstract] | ||
Property and equipment, accumulated depreciation | $111,832 | $110,583 |
Website development costs, accumulated amortization | $254,264 | $254,264 |
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 | 683,693,060 |
Common Stock, outstanding | 683,693,060 | 683,693,060 |
CONDENSED_STATEMENTS_OF_OPERAT
CONDENSED STATEMENTS OF OPERATIONS (Unaudited) (USD $) | 3 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
Income Statement [Abstract] | ||
Advertising - affiliate | $8,955 | $10,914 |
Other | ||
Total Net Sales | 8,955 | 10,914 |
Cost of Goods Sold | ||
Website hosting expenses | 2,833 | |
Total Cost of Goods Sold | 2,833 | |
Gross Profit (Loss) | 6,122 | 10,914 |
Selling expenses | 150,741 | 70,199 |
General and administrative expenses | 179,592 | 178,607 |
Loss From Operations | -324,211 | -237,892 |
Other Income (Expense) | ||
Interest expense | -286,709 | -256,483 |
Interest expense-derivative conversion features | -562,130 | -483,452 |
Change in fair value - derivative liability | 136,738 | 45,786 |
Total Other Income (Expense) | -712,101 | -694,149 |
Loss Before Benefit (Provision) for Income Taxes | -1,036,312 | -932,041 |
Benefit (Provision) for Income Taxes | ||
Net Loss | -1,036,312 | -932,041 |
Dividends on Preferred Stock | -12,816 | -12,816 |
Net Loss Applicable to Common Shareholders, basic and diluted | -1,049,128 | -944,857 |
Net Loss Per Common Share, basic and diluted | ($0.00) | ($0.00) |
Weighted Average of Common Shares Outstanding | 683,693,060 | 683,693,060 |
Comprehensive Income (Loss): | ||
Net Income (Loss) | -1,036,312 | -932,041 |
Other Comprehensive Income (Loss) | ||
Total Comprehensive Income (Loss) | ($1,036,312) | ($932,041) |
STATEMENTS_OF_CASH_FLOWS_Unaud
STATEMENTS OF CASH FLOWS (Unaudited) (USD $) | 3 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
Cash Flows from Operating Activities | ||
Net Loss | ($1,036,312) | ($932,041) |
Adjustments to Reconcile Net Loss to Net Cash Used by Operations | ||
Depreciation and amortization | 1,249 | 2,576 |
Change in fair value - derivative liabilities | -136,738 | -45,786 |
Intrinsic value of beneficial conversion feature | 562,130 | 483,452 |
Decreases (Increases) in Assets | ||
Accounts receivable affiliates | -8,955 | |
Due from related party | -74 | -10,914 |
Prepaid expenses | 60,654 | 54,208 |
Increases (Decreases) in Liabilities | ||
Bank overdraft | 2,261 | |
Liabilities to be settled in stock | 4,290 | 4,320 |
Accounts payable | -13,031 | -41,544 |
Accrued expenses | 284,650 | 251,711 |
Net Cash Used by Operating Activities | -282,137 | -231,757 |
Cash Flows From Investing Activities | ||
Cash proceeds (outlay) - other assets | 4,972 | |
Purchases of property and equipment | -999 | |
Net Cash Provided by Investing Activities | 3,973 | |
Cash Flows From Financing Activities | ||
Proceeds from loans/notes payable | 275,000 | 225,000 |
Net proceeds (repayments) to related parties | 4,060 | 3,098 |
Net Cash Provided by Financing Activities | 279,060 | 228,098 |
Net Increase (Decrease) in Cash | 896 | -3,659 |
Cash at beginning of period | 299 | 3,659 |
Cash at end of period | 1,195 | |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION | ||
Interest Paid | 1,511 | |
Income Taxes Paid | 300 | |
NON-CASH INVESTING AND FINANCING ACTIVITIES: | ||
Quarter to date dividend accruals | $12,816 | $12,816 |
SUMMARY_OF_SIGNIFICANT_ACCOUNT
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended |
Mar. 31, 2015 | |
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 (“Kwick”), a wholly-owned subsidiary. | |
On September 24, 2013, Kwick signed an equity purchase agreement to acquire Interscholz Internet Services GmbH and Co KG, a German limited liability company, and all the equity of its general partner, Interscholtz Beteiligungs GmbH. On December 9, 2013 the acquisition of Interscholz Internet Services GmbH and Co KG by Kwick was rescinded due to non-compliance with the terms of the addendum to the contract. 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”). The sale was approved on December 18, 2013. Due to the fact that the parent company ceased to have a controlling financial interest in Kwick, the subsidiary was deconsolidated from that date forward. | |
Interim Financial Information | |
The condensed balance sheet at December 31, 2014 was derived from audited financial statements but does not include all disclosures required by accounting principles generally accepted in the United States of America. The other information in these condensed financial statements is unaudited but, in the opinion of management, reflects all adjustments necessary for a fair presentation of the results for the periods covered. All such adjustments are of a normal recurring nature unless disclosed otherwise. These condensed financial statements, including notes, have been prepared in accordance with the applicable rules of the Securities and Exchange Commission and do not include all of the information and disclosures required by accounting principles generally accepted in the United States of America for complete financial statements. These condensed financial statements should be read in conjunction with the financial statements and additional information as contained in our Annual Report on Form 10-K for the year ended December 31, 2014 | |
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. | |
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 $1,000 and $0 for the | |
three months ended March 31, 2015 and 2014, respectively. | |
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. | |
Any impairment of the Company’s internally-developed software is recognized and measured in accordance with the provisions of ASC 360-10-35, Intangibles-Goodwill and Other, Internal-Use Software, Subsequent Measurement, which requires that assets be grouped at the lowest level for which there are identifiable cash flows that are largely independent of the cash flows of other groups of assets. The guidance is applicable, for example, when one of the following events or changes in circumstances occurs related to computer software being developed or currently in use indicating that the carrying amount may not be recoverable: | |
a. Internal-use computer software is not expected to provide substantive service potential. | |
b. A significant change occurs in the extent or manner in which the software is used or is expected to be used. | |
c. A significant change is made or will be made to the software program. | |
d. Costs of developing or modifying internal-use computer software significantly exceed the amount originally expected to develop or modify the software. | |
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 issued in the year ended December 31, 2014 and the three months ended March 31, 2015 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 $0 was capitalized for web-site development work during the three months ended March 31, 2015 and 2014, 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 90,503,240 common shares at March 31, 2015, comprised of 12,750,000 shares issuable upon exercise of stock purchase warrants, 4,500,000 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 with principal totaling $11,468,700, convertible at the option of five debt holders at a price of 50% of the average closing price for the preceding 10 days, would yield in excess of 16 billion shares if fully converted at March 31, 2015. However, the respective notes, all of which were issued to these 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 year, 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, formerly, 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 | 3 Months Ended |
Mar. 31, 2015 | |
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, 2014, our auditors had expressed an opinion that, as a result of the above, there was 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 | 3 Months Ended |
Mar. 31, 2015 | |
Risks and Uncertainties [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 March 31, 2015, 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 | 3 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
Prepaid Expenses [Abstract] | |||||||||
PREPAID EXPENSES | 4. PREPAID EXPENSES | ||||||||
Prepaid expenses consist of the following at: | |||||||||
31-Mar-15 | 31-Dec-14 | ||||||||
Consulting fees | $ | 165,000 | $ | 220,000 | |||||
Business insurance | 2,421 | 8,075 | |||||||
$ | 167,421 | $ | 228,623 |
PROPERTY_AND_EQUIPMENT
PROPERTY AND EQUIPMENT | 3 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
Property, Plant and Equipment [Abstract] | |||||||||
PROPERTY AND EQUIPMENT | 5. PROPERTY AND EQUIPMENT | ||||||||
Property and equipment consist of the following at: | |||||||||
31-Mar-15 | 31-Dec-14 | ||||||||
Furniture | $ | 14,322 | $ | 14,322 | |||||
Leasehold Improvements | 24,130 | 24,130 | |||||||
Equipment | 78,101 | 77,102 | |||||||
116,553 | 115,554 | ||||||||
Less accumulated depreciation | 111,832 | 110,583 | |||||||
Total | $ | 4,721 | $ | 4,971 | |||||
Depreciation expense charged to operations was $1,249 and $1,030 in the first three months of 2015 and 2014, respectively. |
INTANGIBLE_ASSETS
INTANGIBLE ASSETS | 3 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | |||||||||
INTANGIBLE ASSETS | 6. INTANGIBLE ASSETS | ||||||||
Intangible assets consisted of software for website development costs as follows: | |||||||||
31-Mar-15 | 31-Dec-14 | ||||||||
Website development costs | $ | 254,264 | $ | 254,264 | |||||
Less accumulated amortization | 254,264 | 254,264 | |||||||
Total | $ | 0 | $ | 0 | |||||
Amortization expense for the three months ended March 31, 2015 and 2014 was $0 and $1,546, respectively. |
INVESTMENT_IN_UNCONSOLIDATED_S
INVESTMENT IN UNCONSOLIDATED SUBSIDIARY | 3 Months Ended |
Mar. 31, 2015 | |
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 $4,886,469 as of March 31, 2015. | |
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 were considered other than temporary, and impairment of the related goodwill, the carrying value of this cost method investment was zero at December 31, 2014 and March 31, 2015. |
ACCRUED_EXPENSES
ACCRUED EXPENSES | 3 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
Payables and Accruals [Abstract] | |||||||||
ACCRUED EXPENSES | 8. ACCRUED EXPENSES | ||||||||
Accrued expenses consisted of the following at: | |||||||||
31-Mar-15 | 31-Dec-14 | ||||||||
Accrued interest | $ | 3,524,122 | $ | 3,237,414 | |||||
Accrued payroll, payroll taxes and commissions | 9,333 | 26,619 | |||||||
Accrued professional fees | 147,990 | 111,900 | |||||||
Accrued rent/deferred rent obligation | 12,069 | 12,196 | |||||||
Miscellaneous accruals | — | 20,735 | |||||||
Total | $ | 3,693,514 | $ | 3,408,864 | |||||
OBLIGATIONS_TO_BE_SETTLED_IN_S
OBLIGATIONS TO BE SETTLED IN STOCK | 3 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
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: | |||||||||
31-Mar-15 | 31-Dec-14 | ||||||||
Obligation for warrants granted for compensation | $ | 100,000 | $ | 100,000 | |||||
36,000 | 36,000 | ||||||||
600,000 common shares issuable to a consultant | |||||||||
who was a director of the company, for services | |||||||||
rendered. | |||||||||
1,500,000 (2015) and 1,200,000 (2014) common | 63,578 | 62,258 | |||||||
shares, and 2,900,000 (2015) and 2,900,000 (2014) | |||||||||
stock options issuable to two officers of the | |||||||||
Company pursuant to their respective employment | |||||||||
Agreements | |||||||||
6,900,000 (2015) and 6,600,000 (2014) stock | |||||||||
options issuable to one director who also serves | |||||||||
as the Company’s general counsel | 71,280 | 68,310 | |||||||
1,000,000 warrants granted on the Pixunity.de asset | 10,000 | 10,000 | |||||||
Purchase | |||||||||
$ | 280,858 | $ | 276,568 | ||||||
LOANS_PAYABLE
LOANS PAYABLE | 3 Months Ended | ||||
Mar. 31, 2015 | |||||
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 March 31, 2015 and December 31, 2014: | |||||
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 | |||
$ | 75,000 | ||||
Total | |||||
NOTES_PAYABLE
NOTES PAYABLE | 3 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
Notes Payable [Abstract] | |||||||||
NOTES PAYABLE | 11. NOTES PAYABLE | ||||||||
March 31, | December 31, | ||||||||
2015 | 2014 | ||||||||
Balance of non-converted notes outstanding. Attempts to | $ | 25,000 | $ | 25,000 | |||||
locate the holder of this note, to settle this liability, have been | |||||||||
unsuccessful. | |||||||||
From September 2008 through March 2014 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). | |||||||||
11,468,700 | 11,193,700 | ||||||||
During 2011, a shareholder loaned the Company $340,000 under demand notes at 10%. | |||||||||
340,000 | 340,000 | ||||||||
$ | 11,833,700 | $ | 11,558,700 | ||||||
Total | |||||||||
LONGTERM_DEBT
LONG-TERM DEBT | 3 Months Ended | ||||
Mar. 31, 2015 | |||||
Long-term Debt, Unclassified [Abstract] | |||||
LONG-TERM DEBT | 12. LONG-TERM DEBT | ||||
Long-term debt as of March 31, 2015 and December 31, 2014 is comprised of the following: | |||||
$ | 33,529 | ||||
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 | |||||
Less current maturities | 33,529 | ||||
Long-term debt, net of current maturities | $ | — | |||
DERIVATIVE_CONVERSION_FEATURES
DERIVATIVE CONVERSION FEATURES | 3 Months Ended |
Mar. 31, 2015 | |
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 three months ended March 31, 2015, no debt was converted. During the three months ended March 31, 2014, no debt was converted. | |
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 had an outstanding balance due (including accrued interest) of $4,764,109 as of December 31, 2014 and $5,032,860 at March 31, 2015; (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 had an outstanding balance due (including accrued interest) of $4,696,785 at December 31, 2014 and $4,886,469 at March 31, 2015; (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 $3,730,580 as of December 31, 2014, and $3,807,184 at March 31, 2015 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 $1,032,355 as of December 31, 2014 and $1,051,389 at March 31, 2015. 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. | |
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 new debentures issued to these holders plus accrued interest during the three months ended March 31, 2015 under these terms at the relevant commitment dates to be $562,130 utilizing a Black-Scholes valuation model. The change in fair value of the liability for the conversion feature resulted in income of $136,738 for the three months ended March 31, 2015, which is included in Other Income (Expense) in the accompanying financial statements. The fair value of these derivative conversion features was determined to be $14,907,819 at March 31, 2015. |
COMMITMENTS_AND_CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 3 Months Ended | |
Mar. 31, 2015 | ||
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: | ||
2015 | 36,009 | |
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. In December 2013 the lease was extended through May 31, 2014. The lease was again extended through May 31, 2015 in May of 2014. | ||
Our total rent expenses were $21,667 and $17,722 during the three months ended March 31, 2015 and 2014, 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. During the fourth quarter of 2014 the terms of this agreement were modified. The new terms have the same monthly consulting fees as 2013, $18,333 a month, however; the prepayment provision called for the entire amount payable in advance and as soon as practicable following the execution and delivery of this restated agreement. Payment for January 1, 2015 through December 31, 2015 was made on November 20, 2014 in accordance with the terms of this new agreement. There were no changes to the stock compensation portion of any earlier agreement. | ||
. | ||
In the three months ended March 31, 2015 and March 31, 2014 this officer was granted 300,000 shares. |
RELATED_PARTY_TRANSACTIONS
RELATED PARTY TRANSACTIONS | 3 Months Ended |
Mar. 31, 2015 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | 15. RELATED PARTY TRANSACTIONS |
During the three months ended March 31, 2015, the Company sold advertising space on its Kiwibox.com website to Kwick totaling $8,955, which is included in the $37,101 balance due from Kwick at March 31, 2015. Kwick is majority-owned by Mr. Winkler, who in turn is a related party of the Company (see Note 7). | |
During the three months ended March 31, 2015 and 2014 one outside director of the Company who also serves as the Company’s general and securities counsel, was paid an aggregate $12,375 and $9,927 respectively, for legal services. The director also received 300,000 common stock options during the three month periods ending March 31, 2015 and 2014, valued at $2,970 and $2,970 respectively. | |
During the three months ended March 31, 2015 and 2014 we incurred aggregate expenses of $110,283 and $69,316, respectively, to companies controlled by the Chief Executive Officer, 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 three months ended March 31, 2015 and 2014 under a consulting agreement, valued at $426 and $1,350 respectively. The officer also received $220,000 in November 2014 for prepaid consulting fees toward 2015 under the terms of a consulting agreement. | |
Through March 31, 2015, approximately 10% of the 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 2015 and 2014. | |
During the three months ended March 31, 2015, Discovery Advisory Company advanced an additional $175,000 and Kreuzfeld, LTD advanced an additional $100,000. At March 31, 2015, $3,881,722 and $3,080,060 of such notes were outstanding and owed to Discovery Advisory Company and Cambridge Services Inc, respectively and $3,734,960 and $771,958 owed to Kreuzfeld, Ltd. and VGZ, respectively. |
FAIR_VALUE
FAIR VALUE | 3 Months Ended | ||||
Mar. 31, 2015 | |||||
Fair Value Disclosures [Abstract] | |||||
FAIR VALUE | 16. 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 abilily 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. | |||||
For the three moths ending March 31, 2015 and 2014, the fair value of the embedded conversion liabilities was determined using the Black-Scholes model calculating fair value based on the conversion discount as well as the term and short-term bond rate. During the three months ending March 31, 2015 the following assumptions were used: (1) conversion discounts of 50%; (2) a look back period of 10 days (3) bond rates of 0.02% to 0.05% and (4) volatility range of 65% to 205%. | |||||
Fluctuation in value is largely based on the change in the daily share price accompanied by the conversion discount. The change in volatility has the greater affect on the conversion liability during each reporting period, as higher volatility levels will yield larger values. | |||||
The following table reconciles, for the three months ended March 31, 2015, the beginning and ending balances for financial instruments that are recognized at fair value in the consolidate financial statements: | |||||
Conversion Liability at January 1, 2015 | $ | 14,482,427 | |||
Value of beneficial conversion features of new debentures | 562,130 | ||||
Change in value of beneficial conversion features during period | (136,738 | ) | |||
Reductions in fair value due to principal conversions | — | ||||
Conversion Liability at March 31, 20 | $ | 14,907,819 | |||
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. | |||||
SUBSEQUENT_EVENTS
SUBSEQUENT EVENTS | 3 Months Ended |
Mar. 31, 2015 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | 17. SUBSEQUENT EVENTS |
During April 2015 and through May 18, 2015 we received $100,000 of working capital from accredited investors, which are covered by convertible promissory notes. | |
SUMMARY_OF_SIGNIFICANT_ACCOUNT1
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended |
Mar. 31, 2015 | |
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 (“Kwick”), a wholly-owned subsidiary. | |
On September 24, 2013, Kwick signed an equity purchase agreement to acquire Interscholz Internet Services GmbH and Co KG, a German limited liability company, and all the equity of its general partner, Interscholtz Beteiligungs GmbH. On December 9, 2013 the acquisition of Interscholz Internet Services GmbH and Co KG by Kwick was rescinded due to non-compliance with the terms of the addendum to the contract. 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”). The sale was approved on December 18, 2013. Due to the fact that the parent company ceased to have a controlling financial interest in Kwick, the subsidiary was deconsolidated from that date forward. | |
Interim Financial Information | Interim Financial Information |
The condensed balance sheet at December 31, 2014 was derived from audited financial statements but does not include all disclosures required by accounting principles generally accepted in the United States of America. The other information in these condensed financial statements is unaudited but, in the opinion of management, reflects all adjustments necessary for a fair presentation of the results for the periods covered. All such adjustments are of a normal recurring nature unless disclosed otherwise. These condensed financial statements, including notes, have been prepared in accordance with the applicable rules of the Securities and Exchange Commission and do not include all of the information and disclosures required by accounting principles generally accepted in the United States of America for complete financial statements. These condensed financial statements should be read in conjunction with the financial statements and additional information as contained in our Annual Report on Form 10-K for the year ended December 31, 2014 | |
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. | |
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 $1,000 and $0 for the | |
three months ended March 31, 2015 and 2014, respectively. | |
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. | |
Any impairment of the Company’s internally-developed software is recognized and measured in accordance with the provisions of ASC 360-10-35, Intangibles-Goodwill and Other, Internal-Use Software, Subsequent Measurement, which requires that assets be grouped at the lowest level for which there are identifiable cash flows that are largely independent of the cash flows of other groups of assets. The guidance is applicable, for example, when one of the following events or changes in circumstances occurs related to computer software being developed or currently in use indicating that the carrying amount may not be recoverable: | |
a. Internal-use computer software is not expected to provide substantive service potential. | |
b. A significant change occurs in the extent or manner in which the software is used or is expected to be used. | |
c. A significant change is made or will be made to the software program. | |
d. Costs of developing or modifying internal-use computer software significantly exceed the amount originally expected to develop or modify the software. | |
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 issued in the year ended December 31, 2014 and the three months ended March 31, 2015 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 $0 was capitalized for web-site development work during the three months ended March 31, 2015 and 2014, 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 90,503,240 common shares at March 31, 2015, comprised of 12,750,000 shares issuable upon exercise of stock purchase warrants, 4,500,000 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 with principal totaling $11,468,700, convertible at the option of five debt holders at a price of 50% of the average closing price for the preceding 10 days, would yield in excess of 16 billion shares if fully converted at March 31, 2015. However, the respective notes, all of which were issued to these 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 year, 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, formerly, 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) | 3 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
Prepaid Expenses [Abstract] | |||||||||
Prepaid Expenses | 31-Mar-15 | 31-Dec-14 | |||||||
Consulting fees | $ | 165,000 | $ | 220,000 | |||||
Business insurance | 2,421 | 8,075 | |||||||
$ | 167,421 | $ | 228,623 |
PROPERTY_AND_EQUIPMENT_Tables
PROPERTY AND EQUIPMENT (Tables) | 3 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
Property, Plant and Equipment [Abstract] | |||||||||
Property and Equipment | 31-Mar-15 | 31-Dec-14 | |||||||
Furniture | $ | 14,322 | $ | 14,322 | |||||
Leasehold Improvements | 24,130 | 24,130 | |||||||
Equipment | 78,101 | 77,102 | |||||||
116,553 | 115,554 | ||||||||
Less accumulated depreciation | 111,832 | 110,583 | |||||||
Total | $ | 4,721 | $ | 4,971 |
INTANGIBLE_ASSETS_Tables
INTANGIBLE ASSETS (Tables) | 3 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | |||||||||
Intangible Assets Consisted of Software for Website Development Costs | 31-Mar-15 | 31-Dec-14 | |||||||
Website development costs | $ | 254,264 | $ | 254,264 | |||||
Less accumulated amortization | 254,264 | 254,264 | |||||||
Total | $ | 0 | $ | 0 |
ACCRUED_EXPENSES_Tables
ACCRUED EXPENSES (Tables) | 3 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
Payables and Accruals [Abstract] | |||||||||
Accrued Expenses | 31-Mar-15 | 31-Dec-14 | |||||||
Accrued interest | $ | 3,524,122 | $ | 3,237,414 | |||||
Accrued payroll, payroll taxes and commissions | 9,333 | 26,619 | |||||||
Accrued professional fees | 147,990 | 111,900 | |||||||
Accrued rent/deferred rent obligation | 12,069 | 12,196 | |||||||
Miscellaneous accruals | — | 20,735 | |||||||
Total | $ | 3,693,514 | $ | 3,408,864 |
OBLIGATIONS_TO_BE_SETTLED_IN_S1
OBLIGATIONS TO BE SETTLED IN STOCK (Tables) | 3 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
Other Liabilities Disclosure [Abstract] | |||||||||
Obligations to be Settled in Stock | 31-Mar-15 | 31-Dec-14 | |||||||
Obligation for warrants granted for compensation | $ | 100,000 | $ | 100,000 | |||||
36,000 | 36,000 | ||||||||
600,000 common shares issuable to a consultant | |||||||||
who was a director of the company, for services | |||||||||
rendered. | |||||||||
1,500,000 (2015) and 1,200,000 (2014) common | 63,578 | 62,258 | |||||||
shares, and 2,900,000 (2015) and 2,900,000 (2014) | |||||||||
stock options issuable to two officers of the | |||||||||
Company pursuant to their respective employment | |||||||||
Agreements | |||||||||
6,900,000 (2015) and 6,600,000 (2014) stock | |||||||||
options issuable to one director who also serves | |||||||||
as the Company’s general counsel | 71,280 | 68,310 | |||||||
1,000,000 warrants granted on the Pixunity.de asset | 10,000 | 10,000 | |||||||
Purchase | |||||||||
$ | 280,858 | $ | 276,568 | ||||||
LOANS_PAYABLE_Tables
LOANS PAYABLE (Tables) | 3 Months Ended | ||||
Mar. 31, 2015 | |||||
Debt Disclosure [Abstract] | |||||
Borrowings under Short Term Loan Agreements | 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 | ||
$ | 75,000 | ||||
Total | |||||
NOTES_PAYABLE_Tables
NOTES PAYABLE (Tables) | 3 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
Notes Payable [Abstract] | |||||||||
Notes Payable | March 31, | December 31, | |||||||
2015 | 2014 | ||||||||
Balance of non-converted notes outstanding. Attempts to | $ | 25,000 | $ | 25,000 | |||||
locate the holder of this note, to settle this liability, have been | |||||||||
unsuccessful. | |||||||||
From September 2008 through March 2014 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). | |||||||||
11,468,700 | 11,193,700 | ||||||||
During 2011, a shareholder loaned the Company $340,000 under demand notes at 10%. | |||||||||
340,000 | 340,000 | ||||||||
$ | 11,833,700 | $ | 11,558,700 | ||||||
Total | |||||||||
LONGTERM_DEBT_Tables
LONG-TERM DEBT (Tables) | 3 Months Ended | ||||
Mar. 31, 2015 | |||||
Long-term Debt, Unclassified [Abstract] | |||||
Components Of Long-term debt | $ | 33,529 | |||
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 | |||||
Less current maturities | 33,529 | ||||
Long-term debt, net of current maturities | $ | — |
COMMITMENTS_AND_CONTINGENCIES_
COMMITMENTS AND CONTINGENCIES (Tables) (New York Operations [Member]) | 3 Months Ended | |
Jun. 30, 2014 | ||
New York Operations [Member] | ||
Commitments and Contingencies Disclosure [Line Items] | ||
Operating Lease Commitments | 2015 | 36,009 |
2016 | 49,289 | |
2017 | 50,768 | |
2018 | 47,847 |
FAIR_VALUE_Tables
FAIR VALUE (Tables) | 3 Months Ended | ||||
Mar. 31, 2015 | |||||
Fair Value Disclosures [Abstract] | |||||
Reconciliation of Financial Instruments that are Recognized at Fair Value in Consolidated Financial Statements | Conversion Liability at January 1, 2015 | $ | 14,482,427 | ||
Value of beneficial conversion features of new debentures | 562,130 | ||||
Change in value of beneficial conversion features during period | (136,738 | ) | |||
Reductions in fair value due to principal conversions | — | ||||
Conversion Liability at March 31, 20 | $ | 14,907,819 |
Recovered_Sheet1
Summary of Significant Accounting Policies (Details Narrative) (USD $) | 3 Months Ended | |||
Mar. 31, 2015 | Mar. 31, 2014 | Jul. 27, 2010 | Dec. 10, 2013 | |
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 | $1,000 | $0 | ||
Web-site development costs | 0 | 0 | ||
Common equivalents, dilutive potential common shares | 90,503,240 | |||
Shares issuable upon exercise of stock purchase warrants | 12,750,000 | |||
Shares issuable upon exercise of stock options | 4,500,000 | |||
Shares exercisable upon conversion of convertible preferred shares | 729,537 | |||
Shares issuable upon conversion of convertible debt | 72,773,703 | |||
Debt instrument, convertible, terms of conversion feature | Such debt and the related accrued interest with principal totaling $11,468,700, convertible at the option of five debt holders at a price of 50% of the average closing price for the preceding 10 days, would yield in excess of 16 billion shares if fully converted at March 31, 2015. However, the respective notes, all of which were issued to these 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 year, 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 | 16,000,000,000 | |||
Shares exercisable upon conversion of convertible preferred shares | 729,537 | |||
Accrued interest principal amount | $11,468,700 | |||
Minimum | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Estimated useful lives of assets | 3 years | |||
Maximum | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Estimated useful lives of assets | 10 years | |||
Percentage of ownership interest of investors | 9.99% | |||
Leasehold Improvements | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
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. | |||
Subsidiary | Germany | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Equity Method Investment, Ownership Percentage | 8000.00% |
Recovered_Sheet2
Concentrations of Business and Credit Risk (Details Narrative) (USD $) | 3 Months Ended |
Mar. 31, 2015 | |
Disclosure Concentration Of Business and Credit Risk Additional Information [Abstract] | |
Cash, FDIC insurance limit | $250,000 |
Prepaid_Expenses_Detail
Prepaid Expenses (Detail) (USD $) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2015 | Dec. 31, 2014 | |
Disclosure Prepaid Expenses [Abstract] | ||
Consulting fees | $165,000 | $220,000 |
Business insurance | 2,421 | 8,075 |
Total Prepaid Expenses | $167,421 | $228,623 |
Property_and_Equipment_Details
Property and Equipment (Details) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
Property, Plant and Equipment [Line Items] | ||
Property Plant And Equipment | $116,553 | $115,554 |
Less accumulated depreciation | 111,832 | 110,583 |
Total | 4,721 | 4,971 |
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 |
Equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property Plant And Equipment | $78,101 | $77,102 |
Property_and_Equipment_Details1
Property and Equipment (Details Narrative) (USD $) | 3 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
Disclosure Property and Equipment Additional Information [Abstract] | ||
Depreciation expense | $1,249 | $1,030 |
Intangible_Assets_Consisted_of
Intangible Assets Consisted of Software for Website Development Costs (Detail) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
Intangible Assets Consisted Of Software For Website Development Costs Detail | ||
Website development costs | $254,264 | $254,264 |
Less accumulated amortization | 254,264 | 254,264 |
Total |
Intangible_Assets_Details_Narr
Intangible Assets (Details Narrative) (USD $) | 3 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
Disclosure Intangible Assets Additional Information [Abstract] | ||
Amortization expense | $0 | $1,546 |
Recovered_Sheet3
Investment in Unconsolidated Subsidiary (Details Narrative) | 3 Months Ended | |||||
Mar. 31, 2015 | Dec. 31, 2014 | Mar. 31, 2015 | Dec. 31, 2014 | Dec. 10, 2013 | Mar. 31, 2015 | |
USD ($) | USD ($) | Senior Class Notes | Senior Class Notes | Subsidiary | Kwick | |
Kreuzfeld Ltd | Kreuzfeld Ltd | Germany | USD ($) | |||
USD ($) | USD ($) | EUR (€) | ||||
Investment In Unconsolidated Subsidiary [Line Items] | ||||||
Equity method investment ownership percentage | 8000.00% | 20.00% | ||||
Payment to purchase of equity subsidiary | € 3,600,000 | |||||
Convertible Note | 4,886,469 | 4,696,785 | ||||
Deconsolidation gain (loss) amount | 25,355,700 | |||||
Carrying value of cost method investment | $0 | $0 |
Accrued_Expenses_Details
Accrued Expenses (Details) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
Disclosure Accounts Payable and Accrued Expenses [Abstract] | ||
Accrued interest | $3,524,122 | $3,237,414 |
Accrued payroll, payroll taxes and commissions | 9,333 | 26,619 |
Accrued professional fees | 147,990 | 111,900 |
Accrued rent/deferred rent obligation | 12,069 | 12,196 |
Miscellaneous accruals | 20,735 | |
Total | $3,693,514 | $3,408,864 |
Recovered_Sheet4
Obligations to be Settled in Stock (Detail) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
Short-term Debt [Line Items] | ||
Obligations to be settled in stock | $280,858 | $276,568 |
Employment Agreement | Officers | ||
Short-term Debt [Line Items] | ||
Obligations to be settled in stock | 63,578 | 62,258 |
Services | Former Director | ||
Short-term Debt [Line Items] | ||
Obligations to be settled in stock | 36,000 | 36,000 |
Consulting Services | Directors | ||
Short-term Debt [Line Items] | ||
Obligations to be settled in stock | 71,280 | 68,310 |
Warrant | ||
Short-term Debt [Line Items] | ||
Obligations to be settled in stock | 100,000 | 100,000 |
Warrant | Pixunity Dot 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) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2015 | Dec. 31, 2014 | |
Pixunity Dot De | Warrant | ||
Short-term Debt [Line Items] | ||
Warrants granted on Pixunity.de asset Purchase | 1,000,000 | 1,000,000 |
Officers | Employment Agreement | ||
Short-term Debt [Line Items] | ||
Common shares issuable, for services rendered | 1,500,000 | 1,200,000 |
Directors | ||
Short-term Debt [Line Items] | ||
Stock options issuable | 6,900,000 | 6,600,000 |
Services | Former Director | ||
Short-term Debt [Line Items] | ||
Common shares issuable, for services rendered | 600,000 | 600,000 |
Employement Agreements | Officers | ||
Short-term Debt [Line Items] | ||
Stock options issuable | 2,900,000 | 2,900,000 |
Consulting Services | Directors | ||
Short-term Debt [Line Items] | ||
Common shares issuable, for services rendered | 900,000 | 0 |
Borrowings_under_Short_Term_Lo
Borrowings under Short Term Loan Agreements (Detail) (USD $) | 3 Months Ended |
Mar. 31, 2015 | |
Disclosure Borrowings Under Short Term Loan Agreements [Abstract] | |
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 | |
Disclosure Borrowings Under Short Term Loan Agreements [Abstract] | |
Common stock repurchased and retired against issuance of promissory note | 500,000 |
Debt maturity date | 4-Dec-98 |
Component_of_Note_Payable_Deta
Component of Note Payable (Detail) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
Debt Instrument [Line Items] | ||
Convertible note payable-other | $11,468,700 | $11,193,700 |
Total | 11,833,700 | 11,558,700 |
Demand Notes | All Other | ||
Debt Instrument [Line Items] | ||
Notes and loans payable | 25,000 | 25,000 |
Demand Notes | Related Party Transactions | ||
Debt Instrument [Line Items] | ||
Notes and loans payable | $340,000 | $340,000 |
Component_of_Note_Payable_Pare
Component of Note Payable (Parenthetical) (Detail) (Demand Notes, Related Party Transactions, USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
Demand Notes | Related Party Transactions | ||
Debt Instrument [Line Items] | ||
Notes and loans payable | $340,000 | $340,000 |
Components_of_LongTerm_Debt_De
Components of Long-Term Debt (Detail) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
Disclosure Components Of Long Term Debt [Abstract] | ||
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 |
Components_of_LongTerm_Debt_Pa
Components of Long-Term Debt (Parenthetical) (Detail) (USD $) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2015 | Dec. 31, 2013 | Dec. 31, 2014 | |
Disclosure Components Of Long Term Debt [Abstract] | |||
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 (Detail) (USD $) | 3 Months Ended | |||||||
Mar. 31, 2015 | Mar. 31, 2014 | Aug. 01, 2012 | Sep. 16, 2011 | Jul. 27, 2010 | Dec. 31, 2014 | Aug. 01, 2011 | Sep. 30, 2010 | |
Derivative [Line Items] | ||||||||
Shares issuable upon conversion of convertible debt conversion price, as percentage of the average closing price preceding 10 days | 50.00% | |||||||
Value of derivative conversion feature | $562,130 | |||||||
Fair value of derivative conversion feature | 14,907,819 | |||||||
Change in value of beneficial conversion features during period | 136,738 | |||||||
Change in fair value - derivative liabilities | -136,738 | -45,786 | ||||||
Discover Advisory Company | ||||||||
Derivative [Line Items] | ||||||||
Line of credit facility, maximum borrowing capacity | 5,000,000 | |||||||
Kreuzfeld Ltd | ||||||||
Derivative [Line Items] | ||||||||
Line of credit facility, maximum borrowing capacity | 5,000,000 | |||||||
Minimum | ||||||||
Derivative [Line Items] | ||||||||
Shares issuable upon conversion of convertible debt, price per share | $0.00 | |||||||
Maximum | ||||||||
Derivative [Line Items] | ||||||||
Percentage of ownership interest of investors | 9.99% | |||||||
Senior Class Notes | Cambridge Service Inc | ||||||||
Derivative [Line Items] | ||||||||
Convertible revolving promissory notes | 683,996 | |||||||
Accrued interest rate per annum | 10.00% | |||||||
Shares issuable upon conversion of convertible debt conversion price, as percentage of the average closing price preceding 10 days | 50.00% | |||||||
Line of credit facility, maximum borrowing capacity | 2,000,000 | |||||||
Convertible revolving promissory notes, outstanding | 3,807,184 | 3,730,580 | ||||||
Debt instrument dividend compensation percentage | 5.00% | |||||||
Senior Class Notes | Discover Advisory Company | ||||||||
Derivative [Line Items] | ||||||||
Convertible revolving promissory notes | 1,160,984 | |||||||
Convertible revolving promissory notes, outstanding | 5,032,860 | 4,764,109 | ||||||
Senior Class Notes | Kreuzfeld Ltd | ||||||||
Derivative [Line Items] | ||||||||
Convertible revolving promissory notes, outstanding | 4,886,469 | 4,696,785 | ||||||
Senior Class Notes | Vermoegensverwaltungs Gesellschaft Zurich Ltd | ||||||||
Derivative [Line Items] | ||||||||
Accrued interest rate per annum | 10.00% | |||||||
Shares issuable upon conversion of convertible debt conversion price, as percentage of the average closing price preceding 10 days | 50.00% | |||||||
Shares issuable upon conversion of convertible debt, price per share | $0.00 | |||||||
Line of credit facility, maximum borrowing capacity | 2,000,000 | |||||||
Convertible revolving promissory notes, outstanding | 1,051,389 | 1,032,355 | ||||||
Cancelled | Senior Class Notes | Cambridge Service Inc | ||||||||
Derivative [Line Items] | ||||||||
Convertible revolving promissory notes | 1,303,996 | |||||||
Cancelled | Senior Class Notes | Discover Advisory Company | ||||||||
Derivative [Line Items] | ||||||||
Convertible revolving promissory notes | 1,080,984 | |||||||
Cancelled | Senior Class Notes | Kreuzfeld Ltd | ||||||||
Derivative [Line Items] | ||||||||
Convertible revolving promissory notes | 2,000,000 | |||||||
Cancelled | Senior Class Notes | Vermoegensverwaltungs Gesellschaft Zurich Ltd | ||||||||
Derivative [Line Items] | ||||||||
Convertible revolving promissory notes | $2,000,000 |
Operating_Lease_Commitments_De
Operating Lease Commitments (Detail) (USD $) | Mar. 31, 2015 |
Commitments and Contingencies Disclosure [Abstract] | |
2015 | $36,009 |
2016 | 49,289 |
2017 | 50,768 |
2018 | $47,847 |
Recovered_Sheet7
Commitments and Contingencies - Additional Information (Detail) (USD $) | 3 Months Ended | 12 Months Ended | 3 Months Ended | 4 Months Ended | 7 Months Ended | ||||
Mar. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | 31-May-11 | Aug. 31, 2011 | Dec. 31, 2011 | Dec. 31, 2012 | Jan. 02, 2014 | Oct. 06, 2010 | |
sqft | |||||||||
Commitments and Contingencies Disclosure [Line Items] | |||||||||
Office area rented | 990 | ||||||||
Lease and rent expenses | $21,667 | $17,722 | |||||||
Operating lease term | 5 years | ||||||||
Monthly consulting fee | 18,333 | 16,667 | |||||||
Prepaid consulting fees | 100,000 | ||||||||
Shares granted to officers | 300,000 | 300,000 | |||||||
Monthly Payment | |||||||||
Commitments and Contingencies Disclosure [Line Items] | |||||||||
Minimum monthly rentals | 3,833 | ||||||||
Monthly Payment | Agreement One | |||||||||
Commitments and Contingencies Disclosure [Line Items] | |||||||||
Lease and rent expenses | 2,775 | ||||||||
Monthly Payment | Agreement Two | |||||||||
Commitments and Contingencies Disclosure [Line Items] | |||||||||
Lease and rent expenses | 2,837 | ||||||||
Monthly Payment | Agreement Three | |||||||||
Commitments and Contingencies Disclosure [Line Items] | |||||||||
Lease and rent expenses | 2,837 | ||||||||
Monthly Payment | Agreement Four | |||||||||
Commitments and Contingencies Disclosure [Line Items] | |||||||||
Lease and rent expenses | 2,943 | ||||||||
Average | Monthly Payment | |||||||||
Commitments and Contingencies Disclosure [Line Items] | |||||||||
Tenants share of utility/cam/property tax charges | $291 |
Related_Party_Transactions_Add
Related Party Transactions - Additional Information (Detail) (USD $) | 3 Months Ended | ||||
Mar. 31, 2015 | Mar. 31, 2014 | Dec. 31, 2014 | Oct. 06, 2010 | Nov. 30, 2014 | |
Related Party Transaction [Line Items] | |||||
Advertising space sold | |||||
Accounts receivables - affiliate, net of allowance for doubtful acccounts of $0 | 37,101 | 28,146 | |||
Legal fees | 12,375 | 9,927 | |||
Share-based compensation arrangement by share-based payment award, options, grants in period, gross | 300,000 | 300,000 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Intrinsic Value | 2,970 | 2,970 | |||
Prepaid consulting fees | 100,000 | ||||
Website Development Related Services | 110,283 | 69,316 | |||
Variable Interest Entity, Qualitative or Quantitative Information, Ownership Percentage | 10.00% | ||||
Notes payable, related parties | 340,000 | 340,000 | |||
Payments of Distributions to Affiliates | 8,955 | 10,914 | |||
Discovery Advisory Company | |||||
Related Party Transaction [Line Items] | |||||
Proceeds from related party debt | 175,000 | ||||
Notes payable, related parties | 3,881,722 | ||||
Kreuzfeld Ltd | |||||
Related Party Transaction [Line Items] | |||||
Proceeds from related party debt | 100,000 | ||||
Notes payable, related parties | 3,734,960 | ||||
Cambridge Service Inc | |||||
Related Party Transaction [Line Items] | |||||
Notes payable, related parties | 3,080,060 | ||||
VGZ | |||||
Related Party Transaction [Line Items] | |||||
Notes payable, related parties | 771,958 | ||||
Chief Executive Officer [Member] | |||||
Related Party Transaction [Line Items] | |||||
Share-based compensation arrangement by share-based payment award, options, grants in period, gross | 100,000 | 100,000 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Intrinsic Value | 426 | 1,350 | |||
Prepaid consulting fees | 220,000 | ||||
Kwick | |||||
Related Party Transaction [Line Items] | |||||
Advertising space sold | 8,955 | ||||
Accounts receivables - affiliate, net of allowance for doubtful acccounts of $0 | 37,101 | ||||
Payments of Distributions to Affiliates | $19,474 |
Reconciliation_of_Financial_In
Reconciliation of Financial Instruments that are Recognized at Fair Value in Consolidated Financial Statements (Detail) (USD $) | 3 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2015 | |
Disclosure Reconciliation Of Financial Instruments That Are Recognized At Fair Value In Consolidated Financial Statements [Abstract] | ||
Conversion Liability | $14,482,427 | $14,907,819 |
Value of beneficial conversion features of new debentures | 562,130 | |
Change in value of beneficial conversion features during period | -136,738 | |
Reductions in fair value due to principal conversions |
Subsequent_Events_Detail
Subsequent Events (Detail) (USD $) | 2 Months Ended |
18-May-15 | |
Subsequent Events [Abstract] | |
Issuance of convertible promissory notes | $100,000 |