Document And Entity Information
Document And Entity Information - shares | 9 Months Ended | |
Sep. 30, 2016 | Nov. 07, 2016 | |
Document And Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2016 | |
Document Fiscal Year Focus | 2,016 | |
Document Fiscal Period Focus | Q3 | |
Trading Symbol | KIWB | |
Entity Common Stock, Shares Outstanding | 688,493,060 | |
Entity Registrant Name | Kiwibox.Com, Inc. | |
Is Entity a Well-known Seasoned Issuer? | No | |
Is Entity a Voluntary Filer? | No | |
Is Entity's Reporting Status Current? | Yes | |
Entity Central Index Key | 838,796 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Smaller Reporting Company |
CONDENSED BALANCE SHEETS (Unaud
CONDENSED BALANCE SHEETS (Unaudited) - USD ($) | Sep. 30, 2016 | Dec. 31, 2015 |
Current Assets | ||
Cash | $ 761 | |
Accounts receivable - affiliate, net allowance for doubtful accounts of $0 | 60,687 | 51,898 |
Prepaid expenses and other current assets | 55,235 | 229,038 |
Total Current Assets | 116,683 | 280,936 |
Property and equipment, net of accumulated depreciation of $115,124 and $114,225, respectively | 5,073 | 3,046 |
Website development costs, net of accumulated amortization of $254,264 and $254,264 | ||
Other assets | 12,007 | 12,007 |
Total Assets | 133,763 | 295,989 |
Current Liabilities | ||
Accounts payable | 247,302 | 284,912 |
Accrued expenses | 5,599,403 | 4,634,763 |
Due to related parties | 131,216 | 116,474 |
Obligations to be settled in stock | 288,898 | 284,368 |
Dividends payable | 825,366 | 786,919 |
Loans and notes payable - other | 100,000 | 100,000 |
Loans and notes payable - related parties | 418,320 | 340,000 |
Convertible notes payable - related parties | 13,143,700 | 12,353,700 |
Current maturities of long-term debt | 33,529 | 33,529 |
Liability for derivative conversion feature -related parties | 18,302,382 | 16,596,381 |
Total Current Liabilities | 39,090,116 | 35,531,046 |
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 authoirzed; issued and outstanding 688,493,060 shares respectively | 68,847 | 68,607 |
Additional paid-in capital | 52,733,065 | 52,728,745 |
Accumulated deficit | (91,758,351) | (88,032,495) |
Total Stockholders' Equity (Impairment) | (38,956,353) | (35,235,057) |
Total Liabilities and Equity (Impairment) | $ 133,763 | $ 295,989 |
CONDENSED BALANCE SHEETS (Unau3
CONDENSED BALANCE SHEETS (Unaudited) (Parenthetical) - USD ($) | Sep. 30, 2016 | Dec. 31, 2015 |
Statement of Financial Position [Abstract] | ||
Net of allowance for doubtful accounts | $ 0 | $ 0 |
Property and equipment, accumulated depreciation | 115,782 | 114,225 |
Website development costs, accumulated amortization | $ 254,264 | $ 254,264 |
Preferred Stock, par value | $ .001 | $ .001 |
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 | $ 0.0001 | $ 0.0001 |
Common Stock, shares authorized | 1,400,000,000 | 1,400,000,000 |
Common Stock, issued | 688,493,060 | 688,493,060 |
Common Stock, outstanding | 688,493,060 | 688,493,060 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Net Sales | ||||
Advertising | ||||
Advertising - affiliate | 3,089 | 5,843 | 8,789 | 20,139 |
Total Revenues | 3,089 | 5,843 | 8,789 | 20,139 |
Cost of Goods Sold | ||||
Website hosting expenses | 4,700 | 3,103 | 7,350 | 8,418 |
Total Cost of Goods Sold | 4,700 | 3,103 | 7,350 | 8,418 |
Gross Profit (Loss) | (1,611) | 2,740 | 1,439 | 11,721 |
Selling expenses | 254,495 | 123,373 | 510,985 | 355,503 |
General and administrative expenses | 153,238 | 168,263 | 489,480 | 510,187 |
Loss From Operations | (409,344) | (292,896) | (999,026) | (853,969) |
Other Income (Expense) | ||||
Miscellaneous income/(expense) | (960) | |||
Change in fair value - derivative liability | 216,752 | 127,123 | 119,223 | 278,233 |
Interest expense-derivative conversion features | (585,298) | (571,343) | (1,825,224) | (1,722,480) |
Interest expense | (336,470) | (307,381) | (981,422) | (891,172) |
Total Other Income (Expense) | (705,016) | (751,601) | (2,688,383) | (2,335,419) |
Loss Before Benefit (Provision) for Income Taxes | (1,114,360) | (1,044,497) | (3,687,409) | (3,189,388) |
Benefit (Provision) for Income Taxes | 0 | 0 | 0 | 0 |
Net Income (Loss) | (1,114,360) | (1,044,497) | (3,687,409) | (3,189,388) |
Dividends on Preferred Stock | (12,815) | (12,815) | (38,447) | (38,447) |
Net Income (Loss) Applicable to Common Shareholders, basic and diluted | $ (1,127,175) | $ (1,057,312) | $ (3,725,856) | $ (3,227,835) |
Net Loss Per Common Share, basic and diluted | $ (0.002) | $ (0.002) | $ (0.005) | $ (0.005) |
Weighted Average of Common Shares Outstanding | 688,493,060 | 683,693,060 | 687,958,763 | 683,693,060 |
STATEMENTS OF CASH FLOWS (Unaud
STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) | 9 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2015 | |
Cash Flows from Operating Activities | ||
Net Income/(Loss) | $ (3,687,409) | $ (3,189,388) |
Adjustments to Reconcile Net Loss to Net Cash Used by Operations | ||
Depreciation and amortization | 1,557 | 3,159 |
Stock-based compensation | 2,280 | |
Loss on debt extinguishment | 960 | |
Change in fair value - derivative liabilities | (119,223) | (278,233) |
Intrinsic value of beneficial conversion feature | 1,825,224 | 1,722,480 |
Decreases (Increases) in Assets | ||
Accounts receivable - affiliates | (8,789) | (20,140) |
Prepaid expenses | 173,803 | 167,619 |
Increase (Decreases) in Liabilities | ||
Liabilities to be settled in stock | 5,850 | 11,604 |
Accounts payable | (37,610) | (60,735) |
Accrued expenses | 964,640 | 897,681 |
Net Cash Used by Operating Activities | (878,717) | (745,955) |
Cash Flows From Investing Activities | ||
Cash proceeds (outlay) - other assets | 4,941 | |
Loans to affiliate | (60,074) | |
Purchases of property and equipment | (3,584) | (1,717) |
Net Cash Provided (Used) by Investing Activities | (3,584) | (56,850) |
Cash Flows From Financing Activities | ||
Proceeds from loans/notes | 868,320 | 805,000 |
Net proceeds (repayments) to related parties | 14,742 | 1,352 |
Net Cash Provided by Financing Activities | 883,062 | 806,352 |
Net Increase (Decrease) in Cash | 761 | 3,547 |
Cash at beginning of period | 299 | |
Cash at end of period | 761 | 3,846 |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION | ||
Interest Paid | ||
Income taxes paid | 606 | 300 |
NON-CASH INVESTING AND FINANCING ACTIVITIES: | ||
Year to date dividend accruals | 38,447 | $ 38,447 |
Settlement of stock-settled liabilities | $ 2,280 |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended |
Sep. 30, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The condensed balance sheet at December 31, 2015 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, 2015. 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 Community GmbH & Co. KG 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, Interscholz 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 Interscholz 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). 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. On December 30, 2013 a total of 15% of the remaining 20% of the equity of Kwick was transferred to the Chief Executive Officer of Kwick (the Kwick CEO), in consideration for the Kwick CEO pledging to the bank 5,000 Euros as collateral, on behalf of Kiwibox, for bank overdrafts incurred by Kwicks wholly-owned subsidiary Interscholz Beteiligungs GmbH, as general partner (managing partner) for Interscholz Internet Services GmbH & Co KG; as it is the duty of the general/managing partner to secure liquidity for the partnership. Since Kiwibox owned 20% of Kwick they were required, under German law, as managing partner of Interscholz Beteiligungs GmbH to secure liquidity for Interscholz Internet Services GmbH & Co KG. Therefore, 15% of Kiwiboxs 20% of Kwick was given to the Kwick CEO in exchange for the CEO pledging the necessary collateral. In addition to the collateral given by the Kwick CEO, as new 15% shareholder of Kwick, the Kwick CEO also agreed to keep the Interscholz Beteiligungs GmbH business going. This transfer was unanimously approved with written consent of the Board of Directors. Since the fair value of Kiwiboxs interest in Kwick is zero, this transaction had no material impact on the financial statements. 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. Advertising Costs Advertising costs are charged to operations when incurred. Advertising expense was $4,700 and $7,200 for the three and nine months ended September 30, 2016 and $1,200 and $2,300 for the same periods in 2015, 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 managements estimate of the anticipated undiscounted future net cash flows of the related long-lived asset. Any impairment of the Companys 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, 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 Contracts in Entitys Own Equity 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 Companys 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 Entitys 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 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. 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 Companys 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 82,841,799 common shares at September 30, 2016, comprised of 5,000,000 shares issuable upon exercise of stock purchase warrants, 2,900,000 shares issuable upon exercise of stock options, 729,537 shares exercisable upon conversion of convertible preferred shares, and 74,212,262 shares potentially issuable upon conversion of convertible debt. Such debt and the related accrued interest with principal totaling $13,143,700 convertible at the option of four debt holders at a price of 50% of the average closing price for the preceding 10 days, would yield in excess of 43 billion shares if fully converted at September 30, 2016. 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 period, 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 Companys revenue is derived from advertising on the Kiwibox.Com website. 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 | 9 Months Ended |
Sep. 30, 2016 | |
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, 2015, our auditors had expressed an opinion that, as a result of the losses incurred, 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. Managements 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 | 9 Months Ended |
Sep. 30, 2016 | |
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 September 30, 2016 and December 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 | 9 Months Ended |
Sep. 30, 2016 | |
Prepaid Expenses [Abstract] | |
PREPAID EXPENSES | 4. PREPAID EXPENSES Prepaid expenses consist of the following at: September 30, 2016 December 31, 2015 Consulting Fees $ 55,000 $ 220,000 Business insurance 235 9,038 $ 55,235 $ 229,038 |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 9 Months Ended |
Sep. 30, 2016 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT | 5. PROPERTY AND EQUIPMENT Property and equipment consist of the following at: September 30, 2016 December 31, 2015 Furniture $ 15,040 $ 15,040 Leasehold Improvements 24,130 24,130 Equipment 81,685 78,101 120,855 117,271 Less accumulated depreciation 115,782 114,225 Total $ 5,073 $ 3,046 |
INTANGIBLE ASSETS
INTANGIBLE ASSETS | 9 Months Ended |
Sep. 30, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
INTANGIBLE ASSETS | 6. INTANGIBLE ASSETS September 30, 2016 December 31, 2015 Website development costs $ 254,264 $ 254,264 Less accumulated amortization 254,264 254,264 Total $ 0 $ 0 Amortization expense for the nine months ended September 30, 2016 and 2015 was $0 and $0, respectively. |
INVESTMENT IN UNCONSOLIDATED SU
INVESTMENT IN UNCONSOLIDATED SUBSIDIARY | 9 Months Ended |
Sep. 30, 2016 | |
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 Companys 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 $6,200,485 as of September 30, 2016. On December 30, 2013 a total of 15% of the remaining 20% of the equity of Kwick was transferred to the Chief Executive Officer of Kwick (the Kwick CEO), in consideration for the Kwick CEO pledging to the bank 5,000 Euros as collateral, on behalf of Kiwibox, for bank overdrafts incurred by Kwicks wholly-owned subsidiary Interscholz Beteiligungs GmbH, as general partner (managing partner) for Interscholz Internet Services GmbH & Co KG: as it is the duty of the general partner/managing partner to secure liquidity for the partnership. Since Kiwibox owned 20% of Kwick they were required, under German law, as managing partner of Interscholz Beteiligungs GmbH to secure liquidity for Interscholz Internet Services GmbH & Co KG. Therefore, 15% of Kiwiboxs 20% was given to the Kwick CEO in exchange for the CEO pledging the necessary collateral. In addition to the collateral given by the Kwick CEO, as new 15% shareholder of Kwick, the Kwick CEO also agreed to keep the Interscholz Beteiligungs GmbH business going. This transfer was unanimously approved with written consent of the Board of Directors. Since the fair value of Kiwiboxs interest in Kwick is zero, this transaction had no material impact on the financial statements. 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, 2015 and September 30, 2016. |
ACCRUED EXPENSES
ACCRUED EXPENSES | 9 Months Ended |
Sep. 30, 2016 | |
Payables and Accruals [Abstract] | |
ACCRUED EXPENSES | 8. ACCRUED EXPENSES Accrued expenses consisted of the following at: September 30, 2016 December 31, 2015 Accrued interest $ 5,424,599 $ 4,443,178 Accrued payroll, payroll taxes and commissions 30,684 41,541 Accrued professional fees 113,548 114,900 Accrued rent/deferred rent obligation 9,637 11,209 Miscellaneous accruals 20,935 23,935 Total $ 5,599,403 $ 4,634,763 |
OBLIGATIONS TO BE SETTLED IN ST
OBLIGATIONS TO BE SETTLED IN STOCK | 9 Months Ended |
Sep. 30, 2016 | |
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 September 30, 2016 and December 31, 2015: September 30, 2016 December 31, 2015 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 36,000 900,000 (2016) and 1,200,000 shares (2015) common Shares, and 2,900,000 (2016) and 2,900,000 (2015) Stock options issuable to two officers of the Company Pursuant to their respective employment agreements 57,758 58,178 8,600,000 (2016) and 8,100,000 (2015) stock options issuable to one director who also serves as the Companys general counsel 85,140 80,190 1,000,000 warrants granted on the Pixunity.de asset purchase 10,000 10,000 $ 288,898 $ 284,368 |
LOANS PAYABLE
LOANS PAYABLE | 9 Months Ended |
Sep. 30, 2016 | |
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 September 30, 2016: In July and August, 2016 Mr. Winkler loaned the company funds. These private loans accrue interest at the rate of 10%. $ 78,320 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 $ 153,320 |
NOTES PAYABLE
NOTES PAYABLE | 9 Months Ended |
Sep. 30, 2016 | |
Notes Payable [Abstract] | |
NOTES PAYABLE | 11. NOTES PAYABLE September 30, December 31, 2016 2015 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 From September 2008 through September 2016 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 12). 13,143,700 12,353,700 On June 22, 2015 a Class A Senior Revolving Promissory Note with a principal amount of $340,000 was assigned from Ulrich Schuerch to Mr. Winkler. 340,000 340,000 Total $ 13,508,700 $ 12,718,700 |
LONG-TERM DEBT
LONG-TERM DEBT | 9 Months Ended |
Sep. 30, 2016 | |
Long-term Debt, Unclassified [Abstract] | |
LONG-TERM DEBT | 12. LONG-TERM DEBT Long-term debt as of September 30, 2016 and December 31, 2015 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 | 9 Months Ended |
Sep. 30, 2016 | |
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 and nine months ended September 30, 2016 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 Companys 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 $5,915,726 as of December 31, 2015 and $6,663,217 at September 30, 2016; (2) to Kreuzfeld, with a maximum credit facility of $5,000,000 which replaced the Companys 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 $5,490,657 at December 31, 2015 and $6,200,485 at September 30, 2016; (3) to CSI, with a maximum credit facility of $2,000,000 which replaced the Companys 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 $4,040,407 as of December 31, 2015, and $4,269,917 at September 30, 2016 and; (4) to VGZ, with a maximum credit facility of $2,000,000 which replaced the Companys 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 $1,109,550 as of December 31, 2015 and $1,167,342 at September 30, 2016. 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 Companys 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 Entitys Own Equity |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 9 Months Ended |
Sep. 30, 2016 | |
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. The property is subject to a five year lease, with future minimum rentals as follows: 2016 $ 12,566 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. In December 2013 the lease was extended through May 31, 2015 at a monthly rate of $2,943. In March of 2015 the lease was again extended through May 31, 2016 at the same terms. In April 2016 the lease was extended through May 31, 2017 at a monthly rate of $3,154. Our total rent expenses were $63,488 and $67,814 during the nine months ended September 30, 2016 and 2015, respectively. The Company is party to a consulting agreement with its Chief Executive Officer for monthly cash compensation of $18,333, or $220,000 per year. Payment for January 1, 2015 through December 31, 2015 was made on November 20, 2014 in accordance with the terms of this new agreement. Payment for the period January 1, 2016 through December 31, 2016 was made December 31, 2015 in accordance with the terms of this extended agreement. In the nine months ended September 30, 2016 and September 30, 2015 this officer was also granted 900,000 shares. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 9 Months Ended |
Sep. 30, 2016 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | 15. RELATED PARTY TRANSACTIONS During the nine months ended September 30, 2016, the Company sold advertising space on its Kiwibox.com website to Kwick totaling $8,789, which is included in the Accounts Receivable balance due from Kwick of $60,687 at September, 2016. Kwick is majority-owned by Mr. Winkler, who in turn is a related party of the Company (see Note 7). During the nine months ended September 30, 2016 and 2015 one outside director of the Company who also serves as the Companys general and securities counsel, was paid an aggregate $22,795 and $37,125 respectively, for legal services. The director also received 100,000 common stock options per month, ending in May 2016, as this outside director is no longer a director of the company effective July 31,2016 and, as part of his resignation as director, he cancelled his rights to continue to receive options effective June 1, 2016. Therefore, during the three and nine month periods ended September 30, 2016, the common options were valued at $0 and $4,950 respectively and during the three and nine month period ended September 30, 2015, the common stock options were valued at $2,970 and $8,910.This resignation was not prompted by any disagreement with the company with regard to any of its policies, operations or practices. During the three and nine months ended September 30, 2016 and 2015 we incurred aggregate expenses of $156,309 and $375,453 and $23,856 and $218,620 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 nine months ended September 30, 2016 and 2015 under a consulting agreement valued at $600 and $990 respectively. The officer also received $220,000 in December 2015 for prepaid consulting fees toward 2016 under the terms of a consulting agreement. Through September 30, 2016, 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 2016 and 2015. During the three months and nine months ended September 30, 2016 Discovery Advisory Company advanced an additional $90,000 and $400,000. During the three months and nine months ended September 30, 2016 Kreuzfeld, LTD advanced an additional $160,000 and $390,000. At September 30, 2016, $4,851,722 and $3,080,060 of such notes were outstanding and owed to Discovery Advisory Company and Cambridge Services Inc, respectively and $4,439,959 and $771,958 owed to Kreuzfeld, Ltd. and VGZ, respectively. |
FAIR VALUE
FAIR VALUE | 9 Months Ended |
Sep. 30, 2016 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE | 16. FAIR VALUE Some of the Companys 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 Contracts in Entitys Own Equity Effective July 1 2009, the Company adopted ASC 820-10-55-23A, Scope Application to Certain Non-Financial Assets and Certain Non-Financial Liabilities 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 tables reconciles, for the nine months ended September 30, 2016, the beginning and ending balances for financial instruments that are recognized at fair value in the consolidated financial statements (all Level 4): Conversion Liability at January 1, 2016 $ 16,596,381 Value of beneficial conversion features of new debentures 1,825,224 Change in value of beneficial conversion features during period (119,223 ) Reductions in fair value due to principal conversions Conversion Liability at September 30, 2016 $ 18,302,382 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. For 2016, 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 nine months ended September 30, 2016 the following assumptions were used: (1) conversion discounts of 50%; (2) a look back period of 10 days (3) bond rates of 0.17% to 0.28% and (4) volatility range of 55% to 574%. 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 effect on the conversion liability during each reporting period, as higher volatility levels will yield larger values. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 9 Months Ended |
Sep. 30, 2016 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | 17. SUBSEQUENT EVENTS During October 2016 and through November 7, 2016 we received $80,000 of working capital from accredited investors, which are covered by convertible promissory notes. |
RECENTLY ISSUED AND NEWLY ADOPT
RECENTLY ISSUED AND NEWLY ADOPTED ACCOUNTING PRONOUNCEMENTS | 9 Months Ended |
Sep. 30, 2016 | |
Accounting Changes and Error Corrections [Abstract] | |
RECENTLY ISSUED AND NEWLY ADOPTED ACCOUNTING PRONOUNCEMENTS | 18 . RECENTLY ISSUED AND NEWLY ADOPTED ACCOUNTING PRONOUNCEMENTS In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (ASU 2014-09), which requires entities to recognize revenue in a way that depicts the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled to in exchange for those goods or services. The new guidance also requires additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments and assets recognized from costs incurred to obtain or fulfill a contract. In July 2015, the FASB voted to delay the effective date of ASU 2014-09 by one year to the first quarter of 2018 to provide companies sufficient time to implement the standards. Early adoption will be permitted, but not before the first quarter of 2017. Adoption can occur using one of two prescribed transition methods. In March and April 2016, the FASB issued ASU 2016-08, Revenue from Contracts with Customers: Principal versus Agent Considerations (Reporting Revenue Gross versus Net) and ASU 2016-10, Revenue from Contracts with Customers: Identifying Performance Obligations and Licensing which provide supplemental adoption guidance and clarification to ASC 2014-09. ASU 2016-08 and ASU 2016-10 must be adopted concurrently with the adoption of ASU 2014-09. The Company is currently evaluating the impact of these new standards. In June 2014, FASB issued Accounting Standards Update (ASU) No. 2014-12 Compensation - Stock Compensation (Topic 718), Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period. A performance target in a share-based payment that affects vesting and that could be achieved after the requisite service period should be accounted for as a performance condition under Accounting Standards Codification (ASC) 718, Compensation - Stock Compensation. As a result, the target is not reflected in the estimation of the awards grant date fair value. Compensation cost would be recognized over the required service period, if it is probable that the performance condition will be achieved. The guidance is effective for annual periods beginning after December 15, 2015 and interim periods within those annual periods. Early adoption is permitted. The Company adopted the provisions of this standard, but it did not have a material effect on its results of operations. On August 2014, FASB issued Accounting Standards Update No. 2014-15, Presentation of Financial Statements - Going Concerns (Subtopic 205-40): Disclosures of Uncertainties about an Entitys Ability to continue as a Going Concern. The amendments require management to assess an entitys ability to continue as a going concern by incorporating and expanding upon certain principles that are currently in U.S. auditing standards. Specifically, the amendments (1) provide a definition of the term substantial doubt, (2) require an evaluation every reporting period including interim periods, (3) provide principles for considering the mitigating effect of managements plans, (4) require certain disclosures when substantial doubt is alleviated as a result of consideration of managements plans, (5) require an express statement and other disclosures when substantial doubt is not alleviated, and (6) require an assessment for a period of one year after the date that the financial statements are issued (or available to be issued). The amendments in this Update are effective for the annual period ending after December 15, 2016, and for annual periods and interim periods thereafter. Early application is permitted. The adoption of ASU 2014-15 is not expected to have a material impact on our financial position or results of operations. In April 2015, the Financial Accounting Standards Board (FASB) issued ASU 2015-05, Customers Accounting for Fees Paid in a Cloud Computing Arrangement. This ASU provides clarification on whether a cloud computing arrangement includes a software license. If a software license is included, the customer should account for the license consistent with its accounting of other software licenses. If a software license is not included, the arrangement should be accounted for as a service contract. This ASU is effective for annual reporting periods beginning after December 15, 2015, and interim periods within those years. The Company adopted the provisions of this standard, but it did not have a material effect on its results of operations. During February 2016, the FASB issued ASU No. 2016-02, Leases (ASU 2016-02). The standard requires lessees to recognize a lease liability and a lease asset for all leases, including operating leases, with a term greater than 12 months on its balance sheet. The update also expands the required quantitative and qualitative disclosures surrounding leases. ASU 2016-02 is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. The Company is currently evaluating the impact of the new standard. In March 2016, FASB issued ASU No. 2016-09, Improvements to Employee Share-based Payment Accounting (ASU 2016-09). ASU 2016-09 simplifies several aspects of the accounting for employee share-based payment transactions for both public and nonpublic entities, including the accounting for income taxes, forfeitures, and statutory tax withholding requirements, as well as classification in the statement of cash flows. ASU 2016-09 is effective for annual periods beginning after December 15, 2017, and interim periods within annual periods beginning after December 15, 2018. Early adoption is permitted. The Company is currently evaluating the standard and the impact on its consolidated financial statements and footnote disclosures. In August 2016, the FASB issued Accounting Standards Update 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments a consensus of the FASB Emerging Issues Task Force cash receipts and cash payments are presented and classified in the statement of cash flows. ASU 2016-15 is effective for fiscal years beginning after December 15, 2017, including interim periods within that year. A retrospective transition method should be used in the application of the amendments within ASU 2016-15. If retrospective application is considered impracticable, retrospective application may be used as of the earliest date practicable. Early adoption is permitted. The Company is currently evaluating the impact of ASU 2016-15 on its condensed consolidated financial statements We have reviewed all FASB issued Accounting Standards Update (ASU) accounting pronouncements and interpretations thereof that have effectiveness dates during the periods reported and in future periods. The Company has carefully considered the new pronouncements that alter previous generally accepted accounting principles and does not believe that any new or modified principles will have a material impact on the corporations reported financial position or operations in the near term. The applicability of any standard is subject to the formal review of our financial management and certain standards are under consideration. Management does not believe there would have been a material effect on the accompanying consolidated financial statements had any other recently issued, but not yet effective, accounting standards been adopted in the current period. |
SUMMARY OF SIGNIFICANT ACCOUN24
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended |
Sep. 30, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | Basis of Presentation The condensed balance sheet at December 31, 2015 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, 2015. |
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 Community GmbH & Co. KG 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, Interscholz 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 Interscholz 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). 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. On December 30, 2013 a total of 15% of the remaining 20% of the equity of Kwick was transferred to the Chief Executive Officer of Kwick (the Kwick CEO), in consideration for the Kwick CEO pledging to the bank 5,000 Euros as collateral, on behalf of Kiwibox, for bank overdrafts incurred by Kwicks wholly-owned subsidiary Interscholz Beteiligungs GmbH, as general partner (managing partner) for Interscholz Internet Services GmbH & Co KG; as it is the duty of the general/managing partner to secure liquidity for the partnership. Since Kiwibox owned 20% of Kwick they were required, under German law, as managing partner of Interscholz Beteiligungs GmbH to secure liquidity for Interscholz Internet Services GmbH & Co KG. Therefore, 15% of Kiwiboxs 20% of Kwick was given to the Kwick CEO in exchange for the CEO pledging the necessary collateral. In addition to the collateral given by the Kwick CEO, as new 15% shareholder of Kwick, the Kwick CEO also agreed to keep the Interscholz Beteiligungs GmbH business going. This transfer was unanimously approved with written consent of the Board of Directors. Since the fair value of Kiwiboxs interest in Kwick is zero, this transaction had no material impact on the financial statements. |
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. |
Advertising Costs | Advertising Costs Advertising costs are charged to operations when incurred. Advertising expense was $4,700 and $7,200 for the three and nine months ended September 30, 2016 and $1,200 and $2,300 for the same periods in 2015, 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 managements estimate of the anticipated undiscounted future net cash flows of the related long-lived asset. Any impairment of the Companys 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, 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 Contracts in Entitys Own Equity |
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 Companys 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 Entitys 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 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. |
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 Companys 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 82,841,799 common shares at September 30, 2016, comprised of 5,000,000 shares issuable upon exercise of stock purchase warrants, 2,900,000 shares issuable upon exercise of stock options, 729,537 shares exercisable upon conversion of convertible preferred shares, and 74,212,262 shares potentially issuable upon conversion of convertible debt. Such debt and the related accrued interest with principal totaling $13,143,700 convertible at the option of four debt holders at a price of 50% of the average closing price for the preceding 10 days, would yield in excess of 43 billion shares if fully converted at September 30, 2016. 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 period, 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 Companys revenue is derived from advertising on the Kiwibox.Com website. 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) | 9 Months Ended |
Sep. 30, 2016 | |
Prepaid Expenses [Abstract] | |
Prepaid Expenses | September 30, 2016 December 31, 2015 Consulting Fees $ 55,000 $ 220,000 Business insurance 235 9,038 $ 55,235 $ 229,038 |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | September 30, 2016 December 31, 2015 Furniture $ 15,040 $ 15,040 Leasehold Improvements 24,130 24,130 Equipment 81,685 78,101 120,855 117,271 Less accumulated depreciation 115,782 114,225 Total $ 5,073 $ 3,046 |
INTANGIBLE ASSETS (Tables)
INTANGIBLE ASSETS (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets Consisted of Software for Website Development Costs | September 30, 2016 December 31, 2015 Website development costs $ 254,264 $ 254,264 Less accumulated amortization 254,264 254,264 Total $ 0 $ 0 Amortization expense for the nine months ended September 30, 2016 and 2015 was $0 and $0, respectively. |
ACCRUED EXPENSES (Tables)
ACCRUED EXPENSES (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Payables and Accruals [Abstract] | |
Accrued Expenses | September 30, 2016 December 31, 2015 Accrued interest $ 5,424,599 $ 4,443,178 Accrued payroll, payroll taxes and commissions 30,684 41,541 Accrued professional fees 113,548 114,900 Accrued rent/deferred rent obligation 9,637 11,209 Miscellaneous accruals 20,935 23,935 Total $ 5,599,403 $ 4,634,763 |
OBLIGATIONS TO BE SETTLED IN 29
OBLIGATIONS TO BE SETTLED IN STOCK (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Other Liabilities Disclosure [Abstract] | |
Obligations to be Settled in Stock | September 30, 2016 December 31, 2015 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 36,000 900,000 (2016) and 1,200,000 shares (2015) common Shares, and 2,900,000 (2016) and 2,900,000 (2015) Stock options issuable to two officers of the Company Pursuant to their respective employment agreements 57,758 58,178 8,600,000 (2016) and 8,100,000 (2015) stock options issuable to one director who also serves as the Companys general counsel 85,140 80,190 1,000,000 warrants granted on the Pixunity.de asset purchase 10,000 10,000 $ 288,898 $ 284,368 |
LOANS PAYABLE (Tables)
LOANS PAYABLE (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Debt Disclosure [Abstract] | |
Borrowings under Short Term Loan Agreements | In July and August, 2016 Mr. Winkler loaned the company funds. These private loans accrue interest at the rate of 10%. $ 78,320 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 $ 153,320 |
NOTES PAYABLE (Tables)
NOTES PAYABLE (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Notes Payable [Abstract] | |
Notes Payable | September 30, December 31, 2016 2015 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 From September 2008 through September 2016 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 12). 13,143,700 12,353,700 On June 22, 2015 a Class A Senior Revolving Promissory Note with a principal amount of $340,000 was assigned from Ulrich Schuerch to Mr. Winkler. 340,000 340,000 Total $ 13,508,700 $ 12,718,700 |
LONG-TERM DEBT (Tables)
LONG-TERM DEBT (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Long-term Debt, Unclassified [Abstract] | |
Components Of Long-term debt | Long-term debt as of September 30, 2016 and December 31, 2015 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) | 9 Months Ended |
Sep. 30, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Operating Lease Commitments | 2016 $ 12,566 2017 $ 50,768 2018 $ 47,847 |
FAIR VALUE (Tables)
FAIR VALUE (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Fair Value Disclosures [Abstract] | |
Reconciliation of Financial Instruments that are Recognized at Fair Value in Consolidated Financial Statements | Conversion Liability at January 1, 2016 $ 16,596,381 Value of beneficial conversion features of new debentures 1,825,224 Change in value of beneficial conversion features during period (119,223 ) Reductions in fair value due to principal conversions Conversion Liability at September 30, 2016 $ 18,302,382 |
Summary of Significant Accoun35
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | Dec. 31, 2012 | Dec. 31, 2015 | Dec. 30, 2013 | Dec. 10, 2013 | |
Summary Of Significant Accounting Policies [Line Items] | ||||||||
Entity Incorporation, Date of Incorporation | Apr. 19, 1988 | |||||||
Entity Information, Date To Change Former Legal Or Registered Name | Dec. 31, 2009 | |||||||
Business Acquisition Cost Acquired Entity Cash Paid | $ 515,037 | |||||||
Business Acquisition Cost Acquired Entity Purchase Price | $ 1,352,000 | |||||||
Advertising expense | $ 4,700 | $ 1,200 | $ 7,200 | $ 2,300 | ||||
Common equivalents, dilutive potential common shares | 82,841,799 | |||||||
Shares issuable upon exercise of stock purchase warrants | 5,000,000 | |||||||
Shares issuable upon exercise of stock options | 2,900,000 | |||||||
Shares exercisable upon conversion of convertible preferred shares | 729,537 | |||||||
Shares issuable upon conversion of convertible debt | 74,212,262 | |||||||
Debt instrument, convertible, terms of conversion feature | Such debt and the related accrued interest with principal totaling $13,143,700 convertible at the option of four debt holders at a price of 50% of the average closing price for the preceding 10 days, would yield in excess of 43 billion shares if fully converted at September 30, 2016. 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 period, 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% | 50.00% | 50.00% | |||||
Percentage of ownership interest of investors | 9.99% | 9.99% | 9.99% | |||||
Accrued interest principal amount | $ 13,143,700 | |||||||
Kwick | ||||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||||
Equity Method Investment, Ownership Percentage | 20.00% | 20.00% | 15.00% | |||||
Kwick CEO | ||||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||||
Equity Method Investment, Ownership Percentage | 20.00% | |||||||
Germany | Subsidiary | ||||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||||
Equity Method Investment, Ownership Percentage | 80.00% |
Concentrations of Business an36
Concentrations of Business and Credit Risk (Details Narrative) | 9 Months Ended |
Sep. 30, 2016USD ($) | |
Disclosure Concentration Of Business and Credit Risk Additional Information [Abstract] | |
Cash, FDIC insurance limit | $ 250,000 |
Prepaid Expenses (Detail)
Prepaid Expenses (Detail) - USD ($) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2016 | Dec. 31, 2015 | |
Disclosure Prepaid Expenses [Abstract] | ||
Consulting fees | $ 55,000 | $ 220,000 |
Business insurance | 235 | 9,038 |
Total Prepaid Expenses | $ 55,235 | $ 229,038 |
Component of Property and Equip
Component of Property and Equipment (Detail) - USD ($) | Sep. 30, 2016 | Dec. 31, 2015 |
Property, Plant and Equipment [Line Items] | ||
Property Plant And Equipment | $ 120,855 | $ 117,271 |
Less accumulated depreciation | 115,782 | 114,225 |
Total | 5,073 | 3,046 |
Furniture | ||
Property, Plant and Equipment [Line Items] | ||
Property Plant And Equipment | 15,040 | 15,040 |
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 | $ 81,685 | $ 78,101 |
Property and Equipment (Details
Property and Equipment (Details Narrative) - USD ($) | 9 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2015 | |
Disclosure Property and Equipment Additional Information [Abstract] | ||
Depreciation expense | $ 899 | $ 2,242 |
Intangible Assets Consisted of
Intangible Assets Consisted of Software for Website Development Costs (Detail) - USD ($) | Sep. 30, 2016 | Dec. 31, 2015 |
Finite-Lived Intangible Assets [Line Items] | ||
Less accumulated amortization | $ 254,264 | $ 254,264 |
Total | ||
Website | ||
Finite-Lived Intangible Assets [Line Items] | ||
Website development costs | 254,264 | 254,264 |
Less accumulated amortization | 254,264 | 254,264 |
Total | $ 0 | $ 0 |
Intangible Assets (Details Narr
Intangible Assets (Details Narrative) - USD ($) | 9 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2015 | |
Disclosure Intangible Assets Additional Information [Abstract] | ||
Amortization expense | $ 0 | $ 0 |
Investment in Unconsolidated 42
Investment in Unconsolidated Subsidiary (Details Narrative) | Sep. 30, 2016USD ($) | Sep. 30, 2016EUR (€) | Dec. 31, 2015USD ($) | Dec. 30, 2013 | Dec. 10, 2013EUR (€) |
Investment In Unconsolidated Subsidiary [Line Items] | |||||
Carrying value of cost method investment | $ | $ 0 | $ 0 | |||
Kreuzfeld Ltd | Senior Class Notes | |||||
Investment In Unconsolidated Subsidiary [Line Items] | |||||
Promissory Note | $ | $ 620,048,500 | ||||
Kwick | |||||
Investment In Unconsolidated Subsidiary [Line Items] | |||||
Equity method investment ownership percentage | 20.00% | 20.00% | 15.00% | ||
Consideration to bank as collateral | € | € 500,000 | ||||
Germany | Subsidiary | |||||
Investment In Unconsolidated Subsidiary [Line Items] | |||||
Equity method investment ownership percentage | 80.00% | ||||
Payment to purchase of equity subsidiary | € | € 3,600,000 |
Accrued Expenses (Detail)
Accrued Expenses (Detail) - USD ($) | Sep. 30, 2016 | Dec. 31, 2015 |
Disclosure Accounts Payable and Accrued Expenses [Abstract] | ||
Accrued interest | $ 5,424,599 | $ 4,443,178 |
Accrued payroll, payroll taxes and commissions | 30,684 | 41,541 |
Accrued professional fees | 113,548 | 114,900 |
Accrued rent/deferred rent obligation | 9,637 | 11,209 |
Miscellaneous accruals | 20,935 | 23,935 |
Total | $ 5,599,403 | $ 4,634,763 |
Obligations to be Settled in 44
Obligations to be Settled in Stock (Detail) - USD ($) | Sep. 30, 2016 | Dec. 31, 2015 |
Short-term Debt [Line Items] | ||
Obligations to be settled in stock | $ 288,898 | $ 284,368 |
Employment Agreement | Former Director | ||
Short-term Debt [Line Items] | ||
Obligations to be settled in stock | 57,758 | 58,178 |
Services | Former Director | ||
Short-term Debt [Line Items] | ||
Obligations to be settled in stock | 36,000 | 36,000 |
Director/General Counsel | ||
Short-term Debt [Line Items] | ||
Obligations to be settled in stock | 85,140 | 80,190 |
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 |
Obligations to be Settled in 45
Obligations to be Settled in Stock (Detail) (Parenthetical) - shares | 9 Months Ended | 12 Months Ended |
Sep. 30, 2016 | Dec. 31, 2015 | |
Director | ||
Stock options issuable | 8,600,000 | 8,100,000 |
Services | Former Director | ||
Common shares issuable, for services rendered | 600,000 | 600,000 |
Employment Agreement | Former Director | ||
Common shares issuable, for services rendered | 900,000 | 1,200,000 |
Employement Agreements | Former Director | ||
Stock options issuable | 2,900,000 | 2,900,000 |
Warrant | Pixunity Dot De | ||
Warrants granted on Pixunity.de asset Purchase | 1,000,000 | 1,000,000 |
Borrowings under Short Term Loa
Borrowings under Short Term Loan Agreements (Detail) - USD ($) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2016 | Dec. 31, 2015 | |
Disclosure Borrowings Under Short Term Loan Agreements [Abstract] | ||
In July and August, 2016 Mr. Winkler loaned the company funds. These private loans accrue interest at the rate of 10%. | $ 78,320 | |
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 | $ 75,000 | $ 75,000 |
Borrowings under Short Term L47
Borrowings under Short Term Loan Agreements (Detail) (Parenthetical) - shares | 1 Months Ended | ||
Dec. 04, 1996 | Aug. 31, 2016 | Jul. 31, 2016 | |
Disclosure Borrowings Under Short Term Loan Agreements [Abstract] | |||
Accruing interest per annum | 5.00% | 10.00% | 10.00% |
Common stock repurchased and retired against issuance of promissory note | 500,000 | ||
Debt maturity date | Dec. 4, 1998 |
Component of Note Payable (Deta
Component of Note Payable (Detail) - USD ($) | Sep. 30, 2016 | Dec. 31, 2015 |
Debt Instrument [Line Items] | ||
Convertible note payable-other | $ 13,143,700 | $ 12,353,700 |
Total | 13,508,700 | 12,718,700 |
Related Party Transactions | Period Issuance Two | ||
Debt Instrument [Line Items] | ||
Convertible note payable-other | 13,143,700 | 12,353,700 |
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 (De49
Component of Note Payable (Detail) (Parenthetical) - Demand Notes - USD ($) | Sep. 30, 2016 | Dec. 31, 2015 |
Related Party Transactions | ||
Notes and loans payable | $ 340,000 | $ 340,000 |
All Other | ||
Notes and loans payable | $ 25,000 | $ 25,000 |
Components of Long-Term Debt (D
Components of Long-Term Debt (Detail) - USD ($) | Sep. 30, 2016 | Dec. 31, 2015 |
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 Long-Term Debt 51
Components of Long-Term Debt (Detail) (Parenthetical) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2016USD ($) | Dec. 31, 2015USD ($) | |
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 | Jul. 1, 1997 | Jul. 1, 1997 |
Imputed interest rate used to discount the note | 8.00% | 8.00% |
Derivative Conversion Features
Derivative Conversion Features (Detail) - USD ($) | 9 Months Ended | ||||||||
Sep. 30, 2016 | Aug. 31, 2016 | Jul. 31, 2016 | Dec. 31, 2015 | Sep. 16, 2011 | Aug. 01, 2011 | Sep. 30, 2010 | Jul. 27, 2010 | Dec. 04, 1996 | |
Derivative [Line Items] | |||||||||
Accrued interest rate per annum | 10.00% | 10.00% | 5.00% | ||||||
Shares issuable upon conversion of convertible debt conversion price, as percentage of the average closing price preceding 10 days | 50.00% | 50.00% | |||||||
Percentage of ownership interest of investors | 9.99% | 9.99% | |||||||
Value of derivative conversion feature | $ 1,825,224 | ||||||||
Derivative conversion feature, Black-Scholes valuation model | 119,223 | ||||||||
Fair value of derivative conversion feature | 18,302,382 | ||||||||
Minimum | |||||||||
Derivative [Line Items] | |||||||||
Shares issuable upon conversion of convertible debt, price per share | $ 0.001 | ||||||||
Consent required for increase in compensation, minimum percentage | 5.00% | ||||||||
Maximum | |||||||||
Derivative [Line Items] | |||||||||
Percentage of ownership interest of investors | 9.99% | ||||||||
Cambridge Service Inc | |||||||||
Derivative [Line Items] | |||||||||
Line of credit facility, maximum borrowing capacity | $ 2,000,000 | ||||||||
Cambridge Service Inc | Senior Class Notes | |||||||||
Derivative [Line Items] | |||||||||
Convertible 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% | ||||||||
Original principal amount, now cancelled | 1,303,996 | ||||||||
Convertible promissory notes, outstanding | 4,269,917 | $ 4,040,407 | |||||||
Discover Advisory Company | |||||||||
Derivative [Line Items] | |||||||||
Line of credit facility, maximum borrowing capacity | $ 5,000,000 | ||||||||
Discover Advisory Company | Senior Class Notes | |||||||||
Derivative [Line Items] | |||||||||
Convertible promissory notes | $ 1,160,984 | ||||||||
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% | ||||||||
Original principal amount, now cancelled | 1,080,984 | ||||||||
Convertible promissory notes, outstanding | 6,663,217 | 5,915,726 | |||||||
Kreuzfeld Ltd | |||||||||
Derivative [Line Items] | |||||||||
Line of credit facility, maximum borrowing capacity | $ 5,000,000 | ||||||||
Kreuzfeld Ltd | Senior Class Notes | |||||||||
Derivative [Line Items] | |||||||||
Original principal amount, now cancelled | 2,000,000 | ||||||||
Convertible promissory notes, outstanding | 6,200,485 | 5,490,657 | |||||||
VGZ | |||||||||
Derivative [Line Items] | |||||||||
Line of credit facility, maximum borrowing capacity | $ 2,000,000 | ||||||||
VGZ | Senior Class Notes | |||||||||
Derivative [Line Items] | |||||||||
Original principal amount, now cancelled | 2,000,000 | ||||||||
Convertible promissory notes, outstanding | $ 1,167,342 | $ 1,109,550 |
Operating Lease Commitments (De
Operating Lease Commitments (Detail) | Sep. 30, 2016USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2,016 | $ 12,566 |
2,017 | 50,768 |
2,018 | $ 47,847 |
Commitments and Contingencies54
Commitments and Contingencies (Details Narrative) | 9 Months Ended | |||
Sep. 30, 2016USD ($)ft²shares | Sep. 30, 2015USD ($)shares | Dec. 31, 2015USD ($)ft² | Jan. 02, 2014USD ($) | |
Commitments and Contingencies Disclosure [Line Items] | ||||
Office area rented | ft² | 990 | 990 | ||
Lease and rent expenses | $ 63,488 | $ 67,814 | ||
Operating lease term | 5 years | |||
Prepaid consulting fees | $ 18,333 | |||
Shares granted | shares | 900,000 | 900,000 | ||
Consulting Agreement | ||||
Commitments and Contingencies Disclosure [Line Items] | ||||
Prepaid consulting fees | $ 220,000 | |||
Monthly Payment | ||||
Commitments and Contingencies Disclosure [Line Items] | ||||
Minimum monthly rentals | $ 3,833 | |||
Tenants share of utility/cam/property tax charges | 291 | |||
Monthly Payment | Agreement One | ||||
Commitments and Contingencies Disclosure [Line Items] | ||||
Lease and rent expenses | 2,943 | |||
Monthly Payment | Agreement Two | ||||
Commitments and Contingencies Disclosure [Line Items] | ||||
Lease and rent expenses | $ 3,154 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | Dec. 31, 2015 | |
Related Party Transaction [Line Items] | |||||
Prepaid consulting fees | $ 18,333 | ||||
Discovery Advisory Company | |||||
Related Party Transaction [Line Items] | |||||
Owed to related party | $ 4,851,722 | $ 4,851,722 | |||
Variable Interest Entity, Qualitative or Quantitative Information, Ownership Percentage | 10.00% | ||||
Advancement from related party | 400,000 | $ 400,000 | |||
Cambridge Service Inc | |||||
Related Party Transaction [Line Items] | |||||
Owed to related party | 3,080,060 | 3,080,060 | |||
Kreuzfeld Ltd | |||||
Related Party Transaction [Line Items] | |||||
Owed to related party | 4,439,959 | 4,439,959 | |||
Advancement from related party | 390,000 | 390,000 | |||
Vgz | |||||
Related Party Transaction [Line Items] | |||||
Owed to related party | 771,958 | 771,958 | |||
Kwick | |||||
Related Party Transaction [Line Items] | |||||
Advertising Agreement | 8,789 | ||||
Accounts Receivable, related parties | 60,687 | 60,687 | |||
Legal Services | |||||
Related Party Transaction [Line Items] | |||||
Legal fees | $ 22,795 | $ 37,125 | |||
Share-based compensation arrangement by share-based payment award, options, grants in period per month | 100,000 | 100,000 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Intrinsic Value | 4,950 | $ 8,910 | $ 4,950 | $ 8,910 | |
Website Development, Technology Services | |||||
Related Party Transaction [Line Items] | |||||
Share-based compensation arrangement by share-based payment award, options, grants in period per month | 100,000 | 100,000 | |||
Owed to related party | 600 | 990 | $ 600 | $ 990 | |
Website Development Related Services | $ 156,309 | $ 23,856 | $ 375,453 | $ 218,620 | |
Prepaid consulting fees | $ 220,000 |
Reconciliation of Financial Ins
Reconciliation of Financial Instruments that are Recognized at Fair Value in Consolidated Financial Statements (Detail) - USD ($) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2016 | Dec. 31, 2015 | |
Disclosure Reconciliation Of Financial Instruments That Are Recognized At Fair Value In Consolidated Financial Statements [Abstract] | ||
Conversion Liability | $ 18,302,382 | $ 16,596,381 |
Value of beneficial conversion features of new debentures | 1,825,224 | |
Change in value of beneficial conversion features during period | $ (119,223) |
Fair Value (Details Narrative)
Fair Value (Details Narrative) | 9 Months Ended |
Sep. 30, 2016 | |
Minimum | |
Conversion discounts | 50.00% |
Bond rates | 0.17% |
Volatility range | 55.00% |
Maximum | |
Conversion discounts | 50.00% |
Bond rates | 0.28% |
Volatility range | 574.00% |
Subsequent Events (Detail)
Subsequent Events (Detail) | 1 Months Ended |
Nov. 07, 2016USD ($) | |
Subsequent Events [Abstract] | |
Working capital | $ 80,000 |