UNITED
STATES SECURITIES AND EXCHANGE COMMISSION


Washington,
D.C. 20549





FORM
10-K/A


Amendment
No. 1





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





For the
Fiscal Year ended December 31, 2009





OR





 ̈     TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES AND EXCHANGE OF
1934





For the
Transition
Period   From            to





Commission
File No. 33-20432





KIWIBOX.COM,
INC.


(formerly known as Magnitude
Information Systems, Inc.)


Exact
Name of Registrant as Specified in its Charter





DELAWARE
                
                75-2228828State
      or Other Jurisdiction of
                
                IRS
      EmployerIncorporation
      or Organization
                
                Identification
      Number





330 W. 38thStreet, #1602, New
York,  New York 10018


Address
of Principal Executive
Offices            Zip
Code





(212)
239-8210


Registrants
Telephone Number, Including Area Code





Securities Registered
Pursuant to Section 12(b) of the Act:


NONE





Title of Each Class
                
                Name of Each Exchange on Which
      RegisteredNONE
                
                NONE





Securities Registered
pursuant to Section 12(g) of the Exchange Act:


Common
Stock, par value $0.0001







Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities Act.    Yes   ̈    No  x




Check
whether the issuer is not required to file reports pursuant to Section 13
or Section 15(d) of the Exchange
Act.    Yes   ̈    No  x




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










Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S is not contained herein, and will not be contained, to the best of
registrant’s knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K.  ̈




Indicate
by check mark whether the registrant is a large accelerated filer, a
non-accelerated filer or a smaller reporting company.




Large accelerated filer
            
             ̈
            
            Accelerated Filer
            
             ̈Non-accelerated
      filer
            
             ̈
            
            Smaller reporting company
            
            x




Indicate
by check mark whether the Registrant is a shell
company.    Yes   ̈    No  x







As of
March 1, 2010, 491,293,060 shares of Common Stock, $.0001 par value, were
outstanding.





DOCUMENTS
INCORPORATED BY REFERENCE: SEE EXHIBIT INDEX








2




EXPLANATORY
NOTE





Kiwibox.Com,
Inc. (“Kiwibox” or “the Company”) is filing this Amendment No. 1 (the
“Amended Report”) to its Annual Report on Form 10-K for the fiscal year ended
December 31, 2009 that was originally filed with the United States
Securities and Exchange Commission (the “Commission”) on March 31, 2010
(our “Original Annual Report”) in response to a comment letter, dated October
18, 2010, received from the Commission. This amendment is filed to
(a) include our management’s assessment of the effectiveness of our
internal control over financial reporting as of December 31, 2009, and
(b) to amend our certifications filed with our Original Annual Report which
pursuant to Rule 12b-15 under the Securities Exchange Act of 1934 (the “Exchange
Act”) are currently dated.





Other
than the revisions described above, we have not included in this Amended Report
any events that occurred or information that became available subsequent to the
date of filing of the Original Annual Report.







ITEM
      9A:
              MANAGEMENT’S
      ANNUAL REPORT ON INTERNAL CONTROL OVER FINANCIAL
  REPORTING





Item 9A(T).  Evaluation of Disclosure Controls and
Procedures





In
connection with the preparation of the Company’s Annual Report on Form 10-K, an
evaluation was carried out by our management, with participation of our Chief
Executive Officer and Chief Financial Officer, of the effectiveness of our
disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e)
under the Securities Exchange Act of 1934 (“Exchange Act”) as of December 31,
2009.  Disclosure controls and procedures are designed to ensure that
information required to be disclosed in reports filed and submitted under the
Exchange Act is recorded, processed, summarized and reported within the time
periods specified, and that such information is accumulated and communicated
to  management, included the Chief Executive Officer and Chief
Financial Officer, to allow timely decisions regarding required
disclosure.





During
our evaluation of disclosure controls and procedures as of December 31, 2009,
conducted as part of the Company’s annual audit and preparation of our annual
financial statements, several deficiencies were identified which viewed in the
aggregate, represent a material weakness.  As a result of this
material weakness, described more fully below, our Chief Executive Officer and
Chief Financial Officer concluded that, as of December 31, 2009, the Company’s
disclosure controls and procedures were ineffective.





The
Company instituted and is continuing to implement corrective actions with
respect to the deficiencies in our disclosure controls and
procedures.





Management’s Annual Report
on Internal Control over Financial Reporting





Management
is responsible for establishing and maintaining adequate internal control over
financial reporting, as defined in Rules 13a-15(f) under the Exchange Act. The
Company’s internal control over financial reporting is a process designed to
provide reasonable assurance regarding the reliability of the Company’s
financial reporting and the preparation of consolidated financial statements for
external purposes in accordance with accounting principles generally accepted in
the United States of America.  Because of its inherent limitations,
internal control over financial reporting may not prevent or detect
misstatements.  Also, projections of any evaluation of effectiveness
in future periods are subject to the risk that controls may become inadequate
because of changes in conditions, or that the degree of compliance with the
policies or procedures may deteriorate.





Management
has conducted, with the participation of the Chief Executive Officer and Chief
Financial Officer, an evaluation of the effectiveness of the Company’s internal
control over financial reporting as of December 31,
2009.  Management’s assessment of internal control over financial
reporting was conducted using the criteria set forth in Internal Control—Integrated
Framework issued by the Committee of Sponsoring Organizations of the
Treadway Commission (“COSO”) and SEC guidance on conducting such
assessments.




3





A
material weakness is a deficiency, or combination of deficiencies, in internal
control over financial reporting, such that there is a reasonable possibility
that a material misstatement of the Company’s annual or interim financial
statements will not be prevented or detected on a timely basis.  Based
on management’s assessment over financial reporting, management believes as of
December 31, 2009, the Company’s internal control over financial reporting was
not effective due to the following deficiencies:





1. The
Company’s control environment did not have adequate segregation of duties and
lacked adequate accounting resources to address non routine and complex
transactions and financial reporting matters on a timely basis.





2. The
Company had only a part time chief financial officer performing all accounting
related duties on site, presenting the risk that the reporting of these non
routine and complex transactions during the preparation of our future financial
statements and disclosures may not be accomplished in a timely
manner.





Company
management believes that notwithstanding the above identified deficiencies that
constitute our material weakness, that the consolidated financial statements
fairly present, in all material respects, the Company’s consolidated balance
sheets as of December 31, 2009 and 2008 and the related consolidated statements
of operations, stockholders’ equity, and cash flows for the years ended December
31, 2009 and 2008, in conformity with generally accepted accounting
principles.





Our
independent registered public accounting firm, Rosenberg Rich Baker Berman &
Company, has not prepared an attestation report regarding our internal controls
over the financial reporting.  The Company is a non-accelerated
filer.





Remediation
of Material Weaknesses in Internal Control over Financial
Reporting





The
Company commenced efforts to address the material weakness in its internal
control over financial reporting and its control environment through the
following actions:





- On May
1, 2010, we hired our Comptroller, an experienced certified public accountant,
to be our Chief Financial Officer;





- We will
supplement, where necessary, existing resources with additional qualified third
party consultants;





- We will
institute more stringent approval process for financial transactions,
and





- We will
perform additional procedures and analysis for significant transactions as a
mitigating control in the control environment due to segregation of duties
issues.





Changes
in Internal Control over Financial Reporting





Other
than described above, there have been no changes in the Company’s internal
control over financial reporting during the most recently completed fiscal year
ended December 31, 2009, that have materially affected or are reasonably likely
to materially affect the Company’s internal control over financial
reporting.




ITEM 15.
EXHIBITS




Exhibit No.
            
            Description31.01A.
            
            Certification
      of Chief Executive Officer pursuant to Rule 13a-14(a) and 15d-14(a) as
      adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, dated
      November 10, 2010.31.02A.
            
            Certification
      of Acting Chief Financial Officer pursuant to Rule 13a-14(a) and 15d-14(a)
      as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002,
      dated November 10, 2010.32.01A.
            
            Certification
      of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted
      pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, dated November
      10, 2010.32.02A.
            
            Certification
      of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted
      pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, dated November
      10, 2010.








4




SIGNATURES




Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act
of 1934, the Company has duly caused this Report to be signed on its behalf by
the undersigned, thereunto duly authorized.




KIWIBOX.COM,
      INC.By:
                          /s/
      Andre ScholzAndre
      ScholzPresident
      and Chief Executive Officer (principal executive officer)By:
                          /s/
      Craig CodyCraig
      CodyChief
      Executive Officer (principal financial officer and principal accounting
      officer)Date:
      November 10, 2010




5