Quarterly Report (10-q)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended July 31, 2014

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT For the transition period from N/A to N/A

Commission File No. 333-180611

Gawk Incorporated

(Name of small business issuer as specified in its charter)

(formerly Media Mechanics, Inc.)

Nevada		33-1220317
( State or other jurisdiction of incorporation or organization)		(IRS Employer Identification No.)

5300 Melrose Avenue Suite 42

Los Angeles, CA 90038

(Address of principal executive offices) (Zip Code)

(888) 754-6190

Registrant’s telephone number, including area code

Indicate by check mark whether the Registrant (1) has filed all reports required by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days:

Yes ☐ No ☒

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes ☐ No ☒

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	£	Accelerated filer	£
Non–Accelerated filer	£	Smaller reporting company	S

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b–2 of the Exchange Act). Yes ☐ No ☒

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

Class		Outstanding at September 17, 2014
Common stock, $0.001 par value		152,000,000

GAWK INCORPORATED

INDEX TO FORM 10-Q FILING

FOR THE THREE AND SIX MONTHS ENDED JULY 31, 2014 AND 2013

TABLE OF CONTENTS

		PAGE
PART I - FINANCIAL INFORMATION

Item 1.	Consolidated Financial Statements (Unaudited)	3
	Consolidated Balance Sheets	4
	Consolidated Statements of Operations	5
	Consolidated Statement of Cash Flows	6
	Notes to Consolidated Financial Statements	7
Item 2.	Management Discussion & Analysis of Financial Condition and Results of Operations	14
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	19
Item 4.	Controls and Procedures	19

PART II - OTHER INFORMATION

Item 1.	Legal Proceedings	20
Item 1A.	Risk Factors	20
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	20
Item 3.	Defaults Upon Senior Securities	20
Item 4.	Mining Safety Disclosures	20
Item 5.	Other information	20
Item 6.	Exhibits	21

CERTIFICATIONS

31.1	Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act.
31.2	Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act.
32.1	Certification of Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act.
32.2	Certification of Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act.

PART I

FINANCIAL INFORMATION

Item 1. Financial Statements

The accompanying interim consolidated financial statements have been prepared in accordance with the instructions to Form 10-Q. Therefore, they do not include all information and footnotes necessary for a complete presentation of financial position, results of operations, cash flows, and stockholders' equity in conformity with generally accepted accounting principles. Except as disclosed herein, there has been no material change in the information disclosed in the notes to the consolidated financial statements included in the Company's Annual Report on Form 10-K for the year ended January 31, 2014. In the opinion of management, all adjustments considered necessary for a fair presentation of the results of operations and financial position have been included and all such adjustments are of a normal recurring nature. Operating results for the six months ended July 31, 2014 are not necessarily indicative of the results that can be expected for the year ending January 31, 2015.

GAWK INCORPORATED
CONSOLIDATED BALANCE SHEETS
(Unaudited)

	July 31,			January 31,
	2014			2014
ASSETS:
CURRENT ASSETS
Cash	$	1,566,067		$	1,034,210
Deposit		1,125,000			-
Total current assets		2,691,067			1,034,210

TOTAL ASSETS	$	2,691,067		$	1,034,210

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT):

CURRENT LIABILITIES:
Accounts payable and accrued liabilities	$	40,432		$	146,559
Subscription payable		-			150,000
Investor payable		2,077,200			1,378,000
Due to related party		222,892			100,000
TOTAL LIABILITIES		2,340,524			1,774,559

CONTINGENCIES AND COMMITMENTS		-			-

STOCKHOLDERS' EQUITY (DEFICIT):
A Preferred stock, $0.001 par value, 1,000 shares authorized;
1,000 issued and outstanding		1			-
B Preferred stock, $0.001 par value, 50,000,000 shares authorized;
none issued and outstanding		-			-
C Preferred stock, $0.001 par value, 100 shares authorized;
7 issued and outstanding		-			-
Common stock, $0.001 par value, 650,000,000 shares authorized;
152,000,000 and 302,000,000 issued and outstanding		152,000			302,000
Additional paid-in capital		3,934,999			485,000
Accumulated other comprehensive loss		(442	)		(442	)
Accumulated deficit		(3,736,015	)		(1,526,907	)
TOTAL STOCKHOLDERS' EQUITY (DEFICIT)		350,543			(740,349	)

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)	$	2,691,067		$	1,034,210

The accompanying notes are an integral part of these unaudited consolidated financial statements.

GAWK INCORPORATED
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
(Unaudited)

	For the Three Months Ended						For the Six Months Ended
	July 31,						July 31,
	2014			2013			2014			2013

REVENUE	$	-		$	-		$	-		$	1,572

OPERATING EXPENSES:
General and administrative		1,076,887			5,204			1,275,931			41,028
Research and development		53,407			-			532,142			-
Related party transactions		16,000			-			401,035			-
Total operating expenses		1,146,294			5,204			2,209,108			41,028

NET LOSS	$	(1,146,294	)	$	(5,204	)	$	(2,209,108	)	$	(39,456	)

Comprehensive income (loss):
NET LOSS	$	(1,146,294	)	$	(5,204	)	$	(2,209,108	)	$	(39,456	)
Other comprehensive income (loss)
Foreign currency translation adjustments		-			77			-			(182	)
Total comprehensive income (loss)	$	(1,146,294	)	$	(5,127	)	$	(2,209,108	)	$	(39,638	)

NET LOSS PER COMMON SHARE:
Basic and diluted	$	(0.01	)	$	(0.00	)	$	(0.01	)	$	(0.00	)
Weighted average common shares
outstanding, basic and diluted		152,000,000			300,000,000			180,176,796			300,000,000

The accompanying notes are an integral part of these unaudited consolidated financial statements.

GAWK INCORPORATED
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)

	For the Six Months Ended
	July 31,
	2014			2013

CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(2,209,108	)	$	(39,456	)
Adjustments to reconcile net loss to net cash used in operating activities:
Changes in operating assets and liabilities:
Prepaid expenses and other current assets		-			1,641
Accounts payable and accrued liabilities		(106,127	)		(2,796	)
Due to related party		122,892			-
Net cash used in operating activities		(2,192,343	)		(40,611	)

CASH FLOWS FROM INVESTING ACTIVITIES:
Deposit for license agreement		(1,125,000	)		-
Net cash used in investing activities		(1,125,000	)		-

CASH FLOWS FROM FINANCING ACTIVITIES:
Refund of subscription payable		(150,000	)
Proceeds for investor payable		699,200			-
Proceeds from the sale of Preferred C stock		3,300,000
Net cash provided by financing activities		3,849,200			-

Effect of exchange rate changes		-			(182	)
INCREASE (DECREASE) IN CASH		531,857			(40,793	)
CASH, BEGINNING OF PERIOD		1,034,210			106,410
CASH, END OF PERIOD	$	1,566,067		$	65,617

SUPPLEMENTAL CASH FLOW INFORMATION:

Interest paid	$	-		$	-
Income taxes paid	$	-		$	-

SUPPLEMENTAL DISCLOSURE OF NONCASH OPERATING AND FINANCING ACTIVITIES:

Preferred A stock exchanged for common stock	$	150,000		$	-

The accompanying notes are an integral part of these unaudited consolidated financial statements.

GAWK INCORPORATED

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND SIX MONTHS ENDED JULY 31, 2014 AND 2013

NOTE 1 - DESCRIPTION OF BUSINESS

We were incorporated in the state of Nevada on January 6, 2011 and our principal business address is 5300 Melrose Avenue, Suite 42, Los Angeles, CA 90038 telephone number 888-754-6190. We have a January 31 fiscal year end. In connection with the Stock Purchase, the company has changed its focus to engage in the business of online distribution of all digital content including but not limited to full length feature films, television series, sports, documentaries, live events via our proprietary content distribution network (CDN).

NOTE 2 – BASIS OF PRESENTATION OF INTERIM FINANCIAL STATEMENTS AND SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation of Interim Financial Statements

The Company prepares its consolidated financial statements in accordance with accounting principles generally accepted in the United States of America. The accompanying interim unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information in accordance with the instructions to Form 10-Q/A and Article 8 of Regulation S-X. In our opinion, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been included. Operating results for the six months ended July 31, 2014 are not necessarily indicative of the results that may be expected for the year ending January 31, 2015. Notes to the unaudited interim consolidated financial statements that would substantially duplicate the disclosures contained in the audited consolidated financial statements for fiscal year 2014 have been omitted; this report should be read in conjunction with the audited consolidated financial statements and the footnotes thereto for the fiscal year ended January 31, 2014 included within its Form 10-K as filed with the Securities and Exchange Commission.

Research and Development and Software Development Costs

Capitalization of certain software development costs are recorded after the determination of technological feasibility. Based on our product development process, technological feasibility is determined upon the completion of a working model. To date, costs incurred by us from the completion of the working model to the point at which the product is ready for general release have been insignificant. Accordingly, we have charged all such costs to research and development expense in the period incurred. Our research and development costs for the three months ended July 31, 2014 and 2013 were $53,407 and $0.00, as compared to six months ended July 31, 2014 of $532,142 and $0.00, respectively.

Share-Based Compensation

The Company measures the cost of services received in exchange for an award of an equity instrument based on the grant-date fair value of the award. Compensation cost is recognized over the vesting or requisite service period. The Black-Scholes option-pricing model is used to estimate the fair value of options or warrants granted. There were no options or warrants issued by the Company during the six months ended July 31, 2014 and 2013.

Basic and Diluted Net Loss per Common Share

Basic income (loss) per share is computed by dividing net income (loss) available to common shareholders by the weighted average number of common shares outstanding during the reporting period. The weighted average number of shares is calculated by taking the number of shares outstanding and weighting them by the amount of time that they were outstanding. Diluted earnings per share reflects the potential dilution that could occur if stock options, warrants, and other commitments to issue common stock were exercised or equity awards vest resulting in the issuance of common stock that could share in the earnings of the Company. As of January 31, 2014 and 2013, the Company had no potentially dilutive instruments outstanding.

Diluted loss per share is the same as basic loss per share during periods where net losses are incurred since the inclusion of the potential common stock equivalents would be anti-dilutive as a result of the net loss.

NOTE 3 - GOING CONCERN ISSUES

The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which contemplate continuation of the Company as a going concern. However, the Company has a net loss for the six months ended July 31, 2014 of $2,209,108, an accumulated deficit of $3,736,015, cash flows used by operating activities of $2,192,343 and needs additional cash to maintain its operations.

These factors raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty. The Company’s continued existence is dependent upon management’s ability to develop profitable operations, continued contributions from the Company’s executive officers to finance its operations and the ability to obtain additional funding sources to explore potential strategic relationships and to provide capital and other resources for the further development and marketing of the Company’s products and business.

NOTE 4 – RELATED PARTY TRANSACTIONS

In a Board Consent dated March 6, 2014 the Board of Directors approved the filing of a Certificate of Designation establishing the designations, preferences, limitations and relative rights of the Company’s Series A Preferred Stock (the “Designation” and the “Series A Preferred Stock”). The Board of Directors authorized the issuance of 1,000 shares of Series A Preferred Stock, which the Board agreed to issue to TEKNOVU or its assigns, upon the Company filing the Certificate of Designation with the Nevada Secretary of State. In exchange, TEKNOVU surrendered 150,000,000 common shares TEKNOVU is controlled by our CEO and is a related party. The terms of the Certificate of Designation of the Series A Preferred Stock, which was filed with the State of Nevada on March 6, 2014, include the right to vote in aggregate, on all shareholder matters equal to 51% of the total vote (“Super Majority Voting Rights”). The Series A Preferred Stock will be entitled to this 51% voting right no matter how many shares of common stock or other voting stock of the Company are issued or outstanding in the future.

As of July 31, 2014 and year ended January 31, 2014, the current CEO had unpaid salaries of $176,500 and $100,000, respectively.

Related Party Expenses for the three and six months ended July 31, 2014:

Legal	Personal Expenses of Mars Callahan	$	0.00	$	102,115
Unauthorized withdrawals	Personal Expenses of John Hermansen		16,000		193,215
Unauthorized withdrawals	Personal Expenses of Mars Callahan		0.00		105,705
Related Party Expenses		$	416,000	$	401,035

The above related party expenses are unauthorized withdrawal of expenses for personal expenses and past legal bills of Mars Callahan.

On August 20, 2013 the Company entered into an employment agreement with Scott Kettle the Chief Executive Officer. The Fixed Annual Compensation. The Company shall pay to Employee salary ("Fixed Annual Compensation") at the rate of $240,000 per annum beginning on August 20, 2013; at the rate of $300,000 per annum beginning on August 20, 2014; and at the rate of $360,000 per annum beginning on August 20, 2015. Fixed Annual Compensation is payable to the Employee in accordance with the Company’s usual salary practices, but in no event less than once monthly. The CEO is owed $176,500 of unpaid accrued salaries.

The Agreement allows for Bonus of the highest bonus incentive program (hereafter “BIP”) set up by the Board. While the specific structure and trigger mechanisms for the BIP are at the sole discretion of the Board, the BIP shall afford Employee the opportunity to earn a minimum of $150,000 per year in cash bonuses through the Employee’s accomplishment of specific pre-identified reasonable milestones in the development of the Company’s business, or by exceeding the approved business plan revenue and income levels. Any payments under the BIP shall be paid annually to Employee and shall be paid no later than the end of the first quarter following the Company’s fiscal year-end. In addition to the BIP, Employee shall also be entitled to such additional bonus, if any, as may be granted by the Board (with Employee abstaining from any vote thereon) or compensation or similar committee thereof in the Board's (or such committee's) sole discretion based upon employee's performance of his Services under this Agreement.

During the period of June and July 2014 the CEO advanced funds to the Company for operations in the amount of $46,392.

NOTE 5 – LICENSING AGREEMENT / DEPOSIT

On June 11, 2014 we entered into a license and subscription agreement with Cloud Medical Doctor Software Corporation (NSCT) (“Cloud”) for $1,125,000. The agreement grants to us a non-exclusive encryption license agreement which entitles us to utilize Cloud’s encryption software solution within the Customer’s business. We purchased a 48 months encryption licensing agreement to incorporate into our existing web based software. The licensing agreement will protect members of our platform from hackers and other privacy intrusion vehicles. CipherLoc has various features that will further protect our members and end users of our web developed platform. As of July 31, 2014 the software has not been delivered to the Company, as such the cash paid for the encryption licensing agreement has been accounted as a deposit for $1,125,000.

NOTE 6 - EQUITY

On November 11, 2013, the Board of Directors of the Company approved a proposal to amend the Company’s Articles of Incorporation (the “Articles of Incorporation”) to provide for an increase in the authorized shares of the Company's Common Stock and Preferred Stock. The Amended and Restated Articles of Incorporation of the Company were filed with the Nevada Secretary of State on November 14, 2013 and authorize Seven Hundred Fifty Million (750,000,000) shares of $.001 par value capital stock, of which One Hundred Million (100,000,000) shares are designated $.001 par value preferred stock (the “Preferred Stock”) and Six Hundred Fifty Million (650,000,000) shares are designated $.001 common stock (the “Common Stock”).

On August 22, 2013, the Company affected a forward split of 30 shares for each one share outstanding as of August 22, 2013, where each stockholder will receive 30 additional shares for each share owned as of the record date. All share amounts in this report have been retroactively adjusted for all periods presented to reflect this forward split.

The Company entered into a Stock Purchase Agreement on January 20, 2014 and the investor requested the return of their investment of $150,000. The Company returned those funds on February 12, 2014. This has been accrued as Subscription Payable as of January 31, 2014 and was repaid in the six months ended July 31, 2014.

The Company issued 8,000,000 Preferred B Warrants with the acquisition of Poker Junkies LLC. These Preferred Series B Warrants once exercised the Company would issue Preferred Series B stock. From November 2013 through January 31, 2014 the Company issued 1,028,000 of Series B Preferred stock of $1,028,000 for the exercise of the Preferred B warrants. From February 2014 through April 2014 the Company issued 699,200 of Series B Preferred stock of $699,200 for the exercise of the Preferred B warrants. On June 18, 2014 the Company rescinded this transaction as Mr. John Hermansen refused to deliver the Preferred Series B warrants. On June 18, 2014, the Board of Directors agreed that since Mr. Hermansen refused to deliver the Preferred Series B warrants that were exercised the Company will issue common stock in lieu of issuing Convertible Preferred Series B shares. The Company intends to issue common stock at 125% of the value of the stock of the Preferred Series B investment. As of July 31, 2014 the Company has accounted for as an investor payable in the amount of $2,077,200.

On March 6, 2014 the Board of Directors approved the filing of a Certificate of Designation establishing the designations, preferences, limitation and relative rights of the Company’s Series A Preferred Stock. The Board of Directors authorized the issuance of 1,000 shares of Series A Preferred Stock. The terms of the Certificate of Designation of the Series A Preferred Stock, include the right to vote in aggregate, on all shareholder matters equal to 51% of the total vote (“Super Majority Voting Rights”). The Series A Preferred Stock will be entitle to this 51% voting right no matter how many shares of common stock or other voting stock of the Company are issued or outstanding in the future.

Amendment of Articles of Incorporation

On November 14, 2013, the Company likewise filed with the Nevada Secretary of State two Certificates of Designation, setting forth the rights and restrictions upon two new Series of Preferred Stock authorized in the foregoing Amended and Restated Articles of Incorporation.

Preferred Stock

Series A Preferred Stock

Series B Convertible Preferred Stock

The Series B Convertible Preferred stock consist of Fifty Million (50,000,000) shares (the “Series B Stock”), with certain rights, privileges, preferences and restrictions as set forth in the Series B Preferred Stock

Holders of the Series B Stock shall be entitled to receive dividends or other distributions with the holders of the Corporation’s Common Stock on an “as converted” basis when, as, and if declared by the Directors of the Corporation.

The Holders have the right to convert each share of Series B Preferred Stock shall be convertible, at the option of the holder thereof and subject to notice requirements, at any time after Six (6) months from the date of issuance, into fully paid and non-assessable shares of the Common Stock. Each Share of Series B Preferred Stock is convertible into the Common Stock of the Company on the basis of One (1) Series B Preferred Share for One and One Quarter (1.25) Common Shares (1:1.25) Each Share of Series B Preferred Stock is convertible into the Common Stock of the Company on the basis of One (1) Series B Preferred Share for One and One Quarter (1.25) Common Shares (1:1.25).

Series C Convertible Preferred Stock

The Series C Convertible Preferred Stock consists of One Hundred (100) shares (the “Series C Stock”), with certain rights, privileges, preferences and restrictions as set forth in Series C Preferred Stock Certificate of Designation.

A new series of Preferred Stock from the Corporation’s authorized shares of Preferred Stock is hereby created, designated Series C Convertible Preferred Stock, consisting of One Hundred (100) shares (the “Series C Stock”), with certain rights, privileges, preferences and restrictions as set forth in the November 12, 2013 Consent.

Holders of the Series C Stock shall be entitled to receive dividends or other distributions with the holders of the Corporation’s Common Stock on an “as converted” basis when, as, and if declared by the Directors of the Corporation.

Each share of Series C Preferred Stock shall be convertible, at the option of the holder thereof and subject to notice requirements at any time following Twelve (12) Months from the issuance of such shares of Series C Stock, into such number of fully paid and non-assessable shares of the Common Stock. For each share of Series C Stock, the holder will receive upon Conversion, $1,000,000 worth of Common Shares (the “Conversion Ratio”) of the Corporation.

Warrants and Options

The Company had 8,000,000 warrants were issued and outstanding as of January 31, 2014. As of June 18, 2014 all warrants have been rescinded for failure to deliver the assets in accordance with the Agreement with Poker Junkies. The warrants had a holding period of 6 months and were excisable at 125% of the common stock.

The Company has valued these warrants at $0.00 in accordance with a third party Certified Valuation Analyst.

Voting Rights

Each holder of Common Stock is entitled to one vote for each share of Common Stock held on all matters submitted to a vote of stockholders. However the Holders of the Series A Preferred Stock will be entitle to this 51% voting right no matter how many shares of common stock or other voting stock of the Company are issued or outstanding in the future.

Dividends

Subject to preferences that may be applicable to any then-outstanding shares of Preferred Stock, if any, and any other restrictions, holders of Common Stock are entitled to receive ratably those dividends, if any, as may be declared from time to time by the Company’s board of directors out of legally available funds. The Company and its predecessors have not declared any dividends in the past. Further, the Company does not presently contemplate that there will be any future payment of any dividends on Common Stock.

In November 14, the Company issued 8,000,000 Preferred B Warrants with the acquisition of Poker Junkies LLC. These Preferred Series B Warrants once exercised the Company would issue Preferred Series B stock. From January 31, 2014 through July 31, 2014, the Company issued 699,200 of Series B Preferred stock of $699,200. On June 18, 2014 the Company rescinded this transaction as Mr. John Hermansen refused to deliver the Preferred Series B warrants. On June 18, 2014, the Board of Directors agreed that since Mr. Hermansen refused to deliver the Preferred Series B warrants that were exercised the Company will issue common stock in lieu of issuing Convertible Preferred Series B shares. The Company intends to issue common stock at 125% of the value of the stock of the Preferred Series B investment.

On December 31, 2013 the Company issued 18 Series C Preferred Stock for the purchase of the assets of High Profile Distribution, LLC. On June 18, 2014 the Company rescinded this transaction for the failure of Mr. Callahan to deliver the assets purchased.

On April 11, 2014, GAWK Incorporated (the "Company") and Doyle Knudson, an individual (the "Purchaser") entered into a Series C Preferred Stock Purchase Agreement dated as of April 10, 2014, pursuant to which the Company has agreed to sell, and the Purchaser has agreed to purchase, seven (7) shares of Series C Preferred Stock for an aggregate purchase price of $3,300,000 (the "Transaction"). The Series C Preferred Stock Purchase Agreement contains standard representations and warranties and provides that closing is subject to minimal closing conditions including a bring down of the representations and warranties of the parties, payment and delivery of a stock certificate. Pursuant to the Series C Preferred Stock Purchase Agreement, if the Purchaser requests, the Company shall add the Purchaser to the Company's board of directors. After closing the Transaction and for so long as Purchaser owns at least one share of Series C Preferred Stock or at least five percent (5%) of the Company's outstanding Common Stock, the Purchaser shall receive executive producer credit and reasonable executive producer fees in an amount to be determined by the parties in good faith in association with the production of all new original content produced by the Company. This agreement has been superseded with the following agreement noted below:

On June 17, 2014 a verified complaint was filed in Maricopa County, Arizona being case number CV 2014-008511 against the Company by an investor known as Doyle Knudson. On August 22, 2014 the parties settled this case recognizing that the settlement constitutes a compromise of disputed claims by the respective Parties, liability for which is expressly denied by the Parties. The summary of the settlement is as follows:

The Company transferred $750,000 to Mr. Knudson on the day of settlement, executed a $1.8 million Convertible Promissory Note with a conversion price of $0.10 per share, a Settlement Agreement and amended Mr. Knudson’s Series C Preferred Stock Purchase Agreement to provide that Mr. Knudson can convert his seven (7) Series C Preferred shares into common stock at any time after the date of this Settlement Agreement. The Company has also amended the Certificate of Designation for the Series C Preferred shares to reflect that the shares are convertible on any date after the date of this Settlement Agreement as reflected in the Amendment to the Certificate of Designation

Mr. Knudson has filed a Stipulation to Dismiss the Lawsuit with prejudice.

NOTE 7 – SUBSEQUENT EVENTS

In accordance with the Subsequent Events Topic of the FASB ASC 855, Management has evaluated subsequent events, and has determined that the following events are reasonably likely to impact the financial statements:

Mr. Knudson has filed a Stipulation to Dismiss the Lawsuit with prejudice.

On June 28, 2014 Cloud entered into an agreement to issue 3,000,000 common shares through a consulting agreement with Gawk, Inc. As of July 31, 2014, the Company has not delivered services under this agreement. Cloud issued the 3,000,000 shares on September 10, 2014 to the Company. As of September 19, 2014 the Company has not received the 3,000,000 shares.

On August 29, 2014, Ryan Wyler submitted his resignation as a director of the issuer effective immediately. There were no disagreements between Mr. Wyler and the Issuer at the time of his resignation. The Board of Directors of the Company accepted Mr. Wyler’s resignations.

* * * * * * * * * * * *

In this Quarterly Report on Form 10-Q, “Company,” “our company,” “us,” and “our” refer to Gawk Incorporated and its subsidiaries, unless the context requires otherwise.

ITEM 2 - MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Forward-Looking Statements

Management’s Discussion and Analysis contains various “forward looking statements” within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, regarding future events or the future financial performance of the Company that involve risks and uncertainties. Certain statements included in this Form 10-Q, including, without limitation, statements related to anticipated cash flow sources and uses, and words including but not limited to “anticipates”, “believes”, “plans”, “expects”, “future” and similar statements or expressions, identify forward looking statements. Any forward-looking statements herein are subject to certain risks and uncertainties in the Company’s business, including but not limited to, reliance on key customers and competition in its markets, market demand, delayed payments of accounts receivables, technological developments, maintenance of relationships with key suppliers, difficulties of hiring or retaining key personnel and any changes in current accounting rules, all of which may be beyond the control of the Company. Management will elect additional changes to revenue recognition to comply with the most conservative SEC recognition on a forward going accrual basis as the model is replicated with other similar markets (i.e. SBDC). The Company’s actual results could differ materially from those anticipated in these forward-looking statements as a result of certain factors, including those set forth therein.

Forward-looking statements involve risks, uncertainties and other factors, which may cause our actual results, performance or achievements to be materially different from those expressed or implied by such forward-looking statements. Factors and risks that could affect our results and achievements and cause them to materially differ from those contained in the forward-looking statements include those identified in the section titled “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended January 31, 2014, as well as other factors that we are currently unable to identify or quantify, but that may exist in the future.

In addition, the foregoing factors may affect generally our business, results of operations and financial position. Forward-looking statements speak only as of the date the statement was made. We do not undertake and specifically decline any obligation to update any forward-looking statements.

Overview

We were incorporated in the state of Nevada on January 6, 2011 and our principal business address 5300 Melrose Avenue, Suite 42, Las Angeles, CA 90038. In connection with the Stock Purchase, the company has changed its focus to engage in the business of online distribution of all digital content including but not limited to full length feature films, television series, sports, documentaries, live events via our proprietary content distribution network (CDN).

Strategic Alliances

On May 29, 2014 the Company entered into a consulting agreement with BCMG Entertainment, Inc. for $100,000 to provide services for the procurement of content from movies, television series, music videos, shorts, animated films, live sporting events, and other Company business models.

On June 9, 2014 the company entered into a consulting agreement with Kamrol Imperial Corporation for $450,000. This agreement will assist management in developing a practical and effective strategic marketing and social media planning program, company branding, assessment of current technology and develop a technology roadmap, provide merger and acquisition assistance, and management consulting services. This marketing cost was expensed as Kamrol Imperial Corporation performance was best efforts and it did not produce the expected results.

On June 10, 2014 the Company entered into a consulting agreement with BCMG Entertainment, Inc. for $125,000 to provide services for the procurement of content from movies, television series, music videos, shorts, animated films, live sporting events, and other Company business models.

Three Months Ended July 31, 2014, Compared to Three Months Ended July 31, 2013

RESULTS OF OPERATIONS

General and administrative expenses increased to $1,076,887 from $5,204 for the three months ended July 31, 2014 and 2013, respectively. The increase in general and administrative expenses are primarily related to the salaries of management of $210,000, legal expenses of $47,500 consulting of $304,820, marketing expenses of $450,000, and accounting expenses of $7,858.

Research and development costs increased to $53,407 from $0.00 for the three months ended July 31, 2014 and 2013, respectively. Our research and development increase is related to updates to our software and development of our software platform.

Related party transactions increased to $16,000 from $0.00 for the three months ended July 31, 2014 and 2013, respectively. Our related party transactions increased because of funds that prior managed disbursed to themselves for consulting fees $16,000 to the former COO.

Six Months Ended July 31, 2014, Compared to Six Months Ended July 31, 2013

RESULTS OF OPERATIONS

General and administrative expenses increased to $1,275,931 from $41,028 for the six months ended July 31, 2014 and 2013, respectively. The increase in general and administrative expenses are primarily related to the salaries of management of $270,000, legal expenses of $69,200, marketing expense of $450,000, consulting of $243,318, and accounting expenses of $43,413.

Research and development costs increased to $532,142 from $0.00 for the six months ended July 31, 2014 and 2013, respectively. Our research and development increase is related to updates to our software and development of our software platform.

Related party transactions increased to $401,035 from $0.00 for the six months ended July 31, 2014 and 2013, respectively. Our related party transactions increased because of funds that prior managed disbursed to themselves for legal of $102,114, consulting fees of $177,215, and $121,705 to the prior CEO and COO.

Liquidity and Capital Resources

We expect to incur substantial expenses and generate significant operating losses as we continue to grow our operations, as well as incur expenses related to operating as a public company and compliance with regulatory requirements.

The independent auditor’s report on our financial statements contains explanatory language that substantial doubt exists about our ability to continue as a going concern. We have an accumulated deficit at July 31, 2014 of $3,736,015 and need additional cash flows to maintain our operations. We depend on the continued need to raise financing to finance our operations and need to obtain additional funding sources to explore potential strategic relationships and to provide capital and other resources for the further development and marketing of our products and business. We expect our cash needs for the next 12 months to be $450,000 to fund our operations and further $350,000 to development of our website platform. The ability of the Company to continue its operations is dependent on the successful execution of management’s plans, which include expectations of raiding debt or equity based capital until such time that funds from operations are sufficient to fund working capital requirements. The Company may need to incur additional liabilities with related parties to sustain the Company’s existence. There is no assurance that such funding, if required will be available to us or, if available, will be available upon terms favorable to us.

Cash flows from operations. Our cash (used in) provided by operating activities were ($2,192,343) and ($40,611) for the six months ended July 31, 2014 and 2013, respectively. The increase in cash flows provided by operations was primarily attributable to the changes in operating assets and liabilities.

Cash flows from investing activities. Cash used by investing activities were ($1,125,000) and $0.00 for the six months ended July 31, 2014 and 2013, respectively. On June 11, 2014 we entered into a license and subscription agreement with Cloud Medical Doctor Software Corporation (NSCT) (“Cloud”) for $1,125,000. The agreement grants to us a non-exclusive encryption license agreement which entitles us to utilize Cloud’s encryption software solution within the Customer’s business. We purchased a 48 months encryption licensing agreement to incorporate into our existing web based software. The licensing agreement will protect members of our platform from hackers and other privacy intrusion vehicles. Cipherloc has various features that will further protect our members and end users of our web developed platform. As of July 31, 2014 the software has not been delivered to the Company, as such the cash paid for the encryption licensing agreement has been accounted as a deposit for $1,125,000

Cash flows from financing activities. Cash provided by financing activities were $3,849,200 and $0.00 for the six months ended July 31, 2014 and 2013, respectively. We received cash from sales of our investment payable of common stock of $699,200 proceeds from Series C Preferred Stock of $3,300,000, and the repayment of investors of $150,000 for the three months ended July 31, 2014 and 2013, respectively.

These factors raise doubt about the Company’s ability to continue as a going concern. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty. The Company’s continued existence is dependent upon management’s ability to develop profitable operations, continued contributions from the Company’s executive officers to finance its operations and the ability to obtain additional funding sources to explore potential strategic relationships and to provide capital and other resources for the further development and marketing of the Company’s products and business.

Critical Accounting Policies

Accounts Receivable and Allowance for Uncollectible Accounts

Substantially all of the Company’s accounts receivable balance is related to trade receivables. Trade accounts receivable are recorded at the invoiced amount and do not bear interest. The allowance for doubtful accounts is the Company’s best estimate of the amount of probable credit losses in its existing accounts receivable. The Company will maintain allowances for doubtful accounts for estimated losses resulting from the inability of its customers to make required payments for services. Accounts with known financial issues are first reviewed and specific estimates are recorded. The remaining accounts receivable balances are then grouped in categories by the number of days the balance is past due, and the estimated loss is calculated as a percentage of the total category based upon past history. Account balances are charged against the allowance when it is probable the receivable will not be recovered.

Long-lived Assets

The Company reviews its fixed assets and certain identifiable intangibles for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the future undiscounted operating cash flow expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the asset exceeds the fair value of the asset. Long-lived assets to be disposed of are reported at the lower of carrying amount or fair value less costs to sell. Management agreed to expense our prepaid marketing investment of $450,000 to Kamrol Imperial Corporation

We have no off-balance sheet arrangements including arrangements that would affect the liquidity, capital resources, market risk support and credit risk support or other benefits.

WHERE YOU CAN FIND MORE INFORMATION

You are advised to read this Quarterly Report on Form 10-Q in conjunction with other reports and documents that we file from time to time with the SEC. In particular, please read our Quarterly Reports on Form 10-Q, Annual Report on Form 10-K, and Current Reports on Form 8-K that we file from time to time. You may obtain copies of these reports directly from us or from the SEC at the SEC’s Public Reference Room at 100 F. Street, N.E. Washington, D.C. 20549, and you may obtain information about obtaining access to the Reference Room by calling the SEC at 1-800-SEC-0330. In addition, the SEC maintains information for electronic filers at its website http://www.sec.gov.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Our business is currently conducted principally in the United States. As a result, our financial results are not affected by factors such as changes in foreign currency exchange rates or economic conditions in foreign markets. We do not engage in hedging transactions to reduce our exposure to changes in currency exchange rates, although if the geographical scope of our business broadens, we may do so in the future.

We do not hold any derivative instruments and do not engage in any hedging activities.

ITEM 4. CONTROLS AND PROCEDURES

(a)

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms and that such information is accumulated and communicated to our Chief Executive Officer and Principal Financial Officer, as appropriate, to allow for timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Our disclosure controls and procedures were designed to provide reasonable assurance that the controls and procedures would meet their objectives. As required by SEC Rule 13a-15(b), our Chief Executive Officer and Principal Financial Officer carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this report. Based on the foregoing, our Chief Executive Officer and Principal Financial Officer concluded that our disclosure controls and procedures were not effective.

Our Chief Executive Officer and Principal Financial Officer are responsible for establishing and maintaining adequate internal control over our financial reporting. In order to evaluate the effectiveness of internal control over financial reporting, as required by Section 404 of the Sarbanes-Oxley Act, management has conducted an assessment, including testing, using the criteria in Internal Control — Integrated Framework, issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). Our system of internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements for external purposes in accordance with generally accepted accounting principles. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Management has used the framework set forth in the report entitled Internal Control-Integrated Framework published by the Committee of Sponsoring Organizations of the Treadway Commission, known as COSO, to evaluate the effectiveness of our internal control over financial reporting. Based on this assessment, our Chief Executive Officer and Principal Financial Officer have concluded that our internal control over financial reporting were effective as of July 31, 2014. There has been no change in our internal controls over financial reporting during our most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal controls over financial reporting.

a.	There were no changes in our internal control over financial reporting that occurred during the three months ended July 31, 2014 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

It should be noted that any system of controls, however well designed and operated, can provide only reasonable and not absolute assurance that the objectives of the system are met. In addition, the design of any control system is based in part upon certain assumptions about the likelihood of certain events. Because of these and other inherent limitations of control systems, there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions, regardless of how remote.

We did not sufficiently segregate duties over incompatible functions at our corporate headquarters. Our inability to sufficiently segregate duties is due to a small number of personnel at the corporate headquarters, which management expects to remedy when the acquisition of an operating company is completed.

d.	In conjunction with the lack of segregation of duties, we did not institute specific anti-fraud controls.

PART II

OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

Mr. Knudson has filed Stipulation to Dismiss the Lawsuit with prejudice.

ITEM 1A - RISK FACTORS

There were no material changes from the risk factors previously disclosed in Part II, Item 1A, “Risk Factors” in our Annual Report on Form 10-K for the year ended January 31, 2013 during our six months ended July 31, 2014.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS SECURITIES

None

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

There were no defaults upon senior securities during the period ended July 31, 2014.

ITEM 4. MINING SAFETY DISCLOSURES

N/A

ITEM 5. OTHER INFORMATION

There is no information with respect to which information is not otherwise called for by this form.

ITEM 6. EXHIBITS

Exhibits filed herein for July 31, 2014

Exhibits

Exhibit Number		Description of Exhibits
3.1		Articles of Incorporation (1)
3.2		Bylaws (1)
14.1		Code of Ethics (2)
10.1		Cloud Medical Doctors Software Corporation 48 month Licensing Agreement (3)
10.2		Consulting Agreement with Kamrol Imperial Corporation (3)
10.3		Gawk, Inc. Consulting Agreement with Cloud Medical Doctors Software Corporation (3)
10.4		Scott Kettle Employment Agreement (3)
10.5		Consulting Agreement with BCMG Entertainment, Inc. Dated May 29, 2014 (3)
10.6		Consulting Agreement with BCMG Entertainment, Inc. Dated June 10, 2014(3)
10.7		Doyle Knudson Vs. Gawk Inc. Settlement Agreement (4)
10.8		Doyle Knudson Convertible Promissory Note (4)
31.1		Certification of Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C Section 1350, as adopted Section 302 of the Sarbanes-Oxley Act of 2002. (4)
32.1		Certification of Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. (4)
101.INS *		XBRL Instance Document
101.SCH *		XBRL Taxonomy Schema
101.CAL *		XBRL Taxonomy Calculation Linkbase
101.DEF *		XBRL Taxonomy Definition Linkbase
101.LAB *		XBRL Taxonomy Label Linkbase
101.PRE *		XBRL Taxonomy Presentation Linkbase

(1)	Filed as an Exhibit on Form S-1 with the SEC on April 6, 2012.
(2)	10-SB/12g filed on February 13, 2008
(3)	Filed in the 10K for year ended January 31, 2014
(4)	Filed herein

*XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of this annual report or purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.

SIGNATURES

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

Registrant	Gawk Incorporated

Date: September 22, 2014	By:	/s/ Scott Kettle
		Scott Kettle
		Chief Executive Officer (Principal Executive Officer)
		Secretary Treasurer

Registrant	Gawk, Incorporated

Date: September 22, 2014	By:	/s/ Scott Kettle
		Scott Kettle
		Chief Financial Officer (Principal Financial Officer)

Exhibit 10.7

SETTLEMENT AGREEMENT AND
LIMITED MUTUAL RELEASE

This SETTLEMENT AGREEMENT AND LIMITED MUTUAL RELEASE ("Settlement Agreement") is entered into by and between DOYLE KNUDSON, GAWK INCORPORATED, a Nevada Corporation ("Gawk"), and SCOTT KETTLE ("Kettle"), all of whom are collectively referred to hereinafter as the "Parties."

WHEREAS, the Parties have asserted that they have various claims, defenses, rights, causes of action and/or offset rights against each other.

WHEREAS, Doyle Knudson has filed an action pending in the Superior Court, County of Maricopa, captioned Doyle Knudson, an individual, v. Gawk Incorporated, an Arizona corporation, and Scott and Jane Doe Kettle, husband and wife, Case No. CV2014-008511 (the "Lawsuit").

WHEREAS, the Parties have hereto discussed resolving ancl settling all claims, defenses, rights, causes of action or offset rights arising solely out of Mr. Knudson's April 10, 2014 Series C Preferred Stock Purchase Agreement ("Stock Purchase Agreement").

THEREFORE, in consideration of the promises and the mutual agreements and covenants hereinafter set forth, the Parties agree as follows:

1. For and in consideration of the mutual releases set forth in paragraph 2, and other good and valuable consideration:

A. Gawk will wire into Mr. Knudson's account $750,000 the same day that Mr. Knudson executes this Settlement Agreement;

B. Gawk has executed the $1.8 million Convertible Promissory Note, attached as Exhibit "A";

C. Gawk has executed the attached (Exhibit "B") amendment to Mr. Knudson's Series C Preferred Stock Purchase Agreement to provide that Mr. Knudson can convert his seven (7) Series C Preferred shares into common stock at any time after the date of this Settlement Agreement. Gawk has also amended the Certificate of Designation for the Series C Preferred shares to reflect that the shares are convertible on any date after the date of this Settlement Agreement as reflected in the Amendment to the Certificate of Designation attached hereto as Exhibit "C";

D. Upon receipt of the $750,000 in Mr. Knudson's bank account and all executed items set forth in paragraphs B and C above, Mr. Knudson will file a Stipulation to Dismiss the Lawsuit in the form attached hereto as Exhibit "D";

E. (i) Not later than ten days after the later of (a) the conversion by Mr. Knudson or his successors of his shares of Series C Preferred Stock into shares of common stock and (b) the six-month anniversary of the purchase by Mr. Knudson of his shares of Series C Preferred Stock, and (ii) not later than ten days after the later of (a) the conversion by Mr. Knudson or his successors of the Convertible Promissory Note into shares of common stock and (b) the six-month anniversary of the issuance of the Convertible Promissory Note, Gawk shall (1) cause its legal counsel to render a legal opinion, substantially in the form attached as Exhibit "E" hereto, addressed to the transfer agent for the common stock (the "Transfer Agent"), to permit Mr. Knudson or his successor to have issued (or reissued) in Mr. Knudson's name, or in street-name, or in the name of a transferee designated by Mr. Knudson, the shares received upon conversion of the Series C Preferred Stock or the Convertible Promissory Note (the "Conversion Shares"), as the case may be, the certificates evidencing such shares then held by Mr. Knudson or his successors, without a restrictive legend under the Securities Act, and (2) execute and deliver to the Transfer Agent a letter of indemnity and any other information or documentation in the control of Gawk, to the extent required by the Transfer Agent to permit the foregoing issuance (or reissuance) of the Conversion Shares, as the case may be, without a restrictive legend under the Securities Act. If Gawk shall fail for any reason to timely comply with either of its foregoing obligations under this Section or if Gawk shall fail to deliver certificates for the Conversion Shares within ten days of the exercise of the con version rights by Mr. Knudson or his successors, which failure is caused by Gawk, then it shall be liable to pay Mr. Knudson or his successors in the aggregate $2,000 per day for each day that one or more of such obligations remain unfulfilled by Gawk. Such amount shall be payable by Gawk, in cash, upon demand by Mr. Knudson or his successors.

F. Gawk represents and warrants that it will be current on all SEC filings within 30 days of this Agreement and agrees that it will at all times going forward be current on all SEC filings.

G. Gawk will not, without Mr. Knudson's written consent (i) alter or change the rights, preferences or privileges of the shares of Series C Preferred Stock Gawk so as to effect adversely the shares.

H. Gawk hereby covenants and agrees that Gawk will not, by amendment of its Articles of Incorporation, Certificates of Designation, Bylaws or through any reorganization, transfer of assets, consolidation, merger, scheme of arrangement, dissolution, issue or sale of securities, or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Settlement Agreement or the rights of Series C Preferred Stock, and will at all times in good faith carry out all of the provisions of this Settlement Agreement and take all action as may be required to protect the rights of Mr. Knudson. Without limiting the generality of the foregoing, Gawk (i) shall not increase the par value of any shares of Common Stock receivable upon conversion above the Conversion Price then in effect, (ii) shall take all such actions as may be necessary or appropriate in order that Gawk may validly and legally issue fully paid and nonassessable shares of Common Stock upon conversion, and (iii) shall take all action necessary to reserve and keep available out of its authorized and unissued shares of Common Stock, solely for the purpose of effecting the conversion, the maximum number of shares of Common Stock as shall from time to time be necessary to effect the conversion (without regard to any limitations on conversion).

2. The Parties, their principals, shareholders, attorneys, officers, agents, employees, trustees, beneficiaries, servants, directors, employees, partners, spouses, former spouses, independent contractors, parent and subsidiary corporations, affiliated corporations or companies, executors, successors and predecessors-in-interest, administrators and assigns hereby forever release, discharge and acquit each other and their present principals, shareholders, attorneys, officers, agents, directors, employees, trustees, beneficiaries, servants, partners, spouses, independent contractors, parent and subsidiary corporations, affiliated corporations or companies, executors, successors and predecessors-in-interest, administrators and assigns of and from all claims, demands, actions and causes of action, or causes of liability, rights, and offset rights, whether at law or in equity, arising out of the Stock Purchase Agreement and the Lawsuit. This release does not release any of Mr. Knudson's rights or claims concerning his investments in, among other things, Poker Junkies, High Profile/House Game, or these entities or projects' investments or transactions with Gawk.

3. This Settlement Agreement may be executed in one or more counterparts (including multiple signature pages), all of which shall be deemed to be one instrument. True and correct copies may be used in lieu of the original.

4. This Settlement Agreement shall be binding upon the heirs, legal representatives, successors and assigns of the Parties hereto and shall become binding and effective upon the full execution and delivery hereof.

5. The Parties expressly agree that the consideration specified in this Settlement Agreement is adequate and that neither party is admitting any fault or wrong-doing.

6. This Settlement Agreement contains the entire agreement between the Parties. No provision of this Settlement Agreement shall be amended, waived or modified except by instrument in writing, signed by the Parties hereto.

7. The prevailing party in any action to enforce this Settlement Agreement or for breach of this agreement shall be awarded their attorneys' fees and costs.

8. The undersigned Parties each represent and warrant that there has been no assignment or transfer of any claims each may have against the other and that they have the full power, right, authority and legal capacity, and have all necessary corporate authorization for the agreements contained herein, and for the performance of all obligations specified herein.

9. The Parties agree that no part of this Settlement Agreement shall be deemed an admission of liability or fault by any of the Parties. The Parties recognize that this Settlement Agreement constitutes a compromise of disputed claims by the respective Parties, liability for which is expressly denied by the Parties.

10. This Settlement Agreement shall be governed in all respects, whether as to validity, construction, capacity, performance or otherwise by the laws of the State of Arizona. If any provision of this Settlement Agreement is held by a competent jurisdiction to be invalid, void, or unenforceable for any reason whatsoever, the remaining provisions of this Settlement Agreement shall nonetheless continue in full force and effect without being impaired in any manner whatsoever.

IN WITNESS WHEREOF, the parties hereto have hereunto set their hands this 22^nd day of August , 2014.

	/s/ Doyle Knudson
	DOYLE KNUDSON

	GAWK INCORPORATED

	By:	/s/ Scott Kettle

	Its:	CEO

	/s/ Scott Kettle
	SCOTT KETTLE

Exhibit 10.8

CONVERTIBLE PROMISSORY NOTE

Phoenix, Arizona

$1,800,000.00

August 22, 2014

1.	FUNDAMENTAL PROVISIONS.

The following terms will be used as defined terms in this Convertible Promissory Note (as it may be amended, modified, extended and renewed from time to time, the "Note"):

"Business Day" shall mean any day of the year other than Saturdays, Sundays and legal holidays.

"Common Stock" shall mean (a) the Debtor's common stock, $0.001 par value per share, and (b) any capital stock into which such common stock shall have been changed or any share of capital resulting from a reclassification of such common stock.

"Creditor" shall mean DOYLE KNUDSON, an individual and his authorized successors and permitted assigns.

"Debtor" shall mean GAWK INCORPORATED, a Nevada corporation.

"Exchange Act" shall mean the Securities and Exchange Act of 1934, as amended.

"Interest Rate" shall mean a fixed rate of interest at all times equal to ten percent (10.0%) per annum.

"Default Interest Rate" shall mean six percent (6%) per annum above the Interest Rate.

"Issuance Date" shall mean August__ , 2014.

"Maturity Date" shall mean August_, 2015.

"Principal" shall mean the Settlement Amount, as reduced pursuant to the terms hereof pursuant to pre-payment, conversion or otherwise.

"Settlement" shall mean the settlement between Creditor to Debtor in the Settlement Amount and evidenced by this Note.

"Settlement Amount" shall mean One Million Eight Hundred Thousand and No/100 Dollars ($1,800,000.00).

"Settlement Documents" shall mean the Note, Settlement Agreement and Limited Mutual Release.

2. PROMISE TO PAY. For value received, Debtor promises to pay, in accordance with Paragraph 3(c) below, to the order of Creditor, at 8923 North Martingale Road, Paradise Valley, AZ 85253, or at such other place as the holder hereof may from time to time designate in writing, the Principal, together with accrued interest from the date hereof on the unpaid principal balance at the Interest Rate.

3.	INTEREST; PAYMENTS.

(a) Absent an Event of Default hereunder or under any of the Settlement Documents, each advance made hereunder shall bear interest at the Interest Rate in effect from time to time. Interest on this Note is computed on a 365/360 basis; that is, by applying the ratio of the interest rate over a year of 360 days, multiplied by the outstanding principal balance, multiplied by the actual number of days the principal balance is outstanding. All interest payable under this Note is computed using this method. This calculation method results in a higher effective interest rate than the numeric interest rate stated in this Note. By executing below, Debtor hereby acknowledges and agrees to the calculation of the Interest Rate in accordance with a year of 360 days and acknowledges that calculation of interest in accordance with this Paragraph will increase the Settlement's effective interest rate above the stated Interest Rate and Default Interest Rate, as applicable.

(b) All payments of principal and interest due hereunder shall be made (i) without deduction of any present and future taxes, levies, imposts, deductions, charges or withholdings, which amounts shall be paid by Debtor, and (ii) without any other set off. Debtor will pay the amounts necessary such that the gross amount of the Principal and interest received by the holder hereof is not less than that required by this Note.

(c) Debtor shall make one (I) payment of all unpaid Principal, accrued unpaid interest, and any other amounts due hereunder due and payable on the Maturity Date. If any payment of Principal and interest to be made by Debtor hereunder shall become due on a day which is not a Business Day, such payment shall be made on the next succeeding Business Day and such extension of time shall be included in computing the interest in such payment.

4.	PREPAYMENT.

(a) Debtor may prepay the Principal, in whole or in part, at any time without penalty or premium.

(b) In no event shall Debtor be entitled to reborrow any amounts prepaid.

LAWFUL MONEY.

Principal and interest are payable in lawful money of the United States of America.

6.	APPLICATION OF PAYM ENTS/LATE CHARGE.

(a) Absent the occurrence of an Event of Default hereunder or under any of the other Settlement Documents, any payments received by the holder hereof pursuant to the terms hereof shall be applied first to the payment of all interest accrued to the date of such payment, next to Principal, and the balance, if any, to the payment of sums, other than Principal and interest, due the holder hereof pursuant to the Settlement Documents. Any payments received by the holder hereof after the occurrence of an Event of Default hereunder or under any of the Settlement Documents, shall be applied to the amounts specified in this Paragraph 6(a) in such order as the holder hereof may, in its sole discretion, elect.

-2-

(b) If any payment of interest and/or Principal is not received by the holder hereof when such payment is due, then in addition to the remedies conferred upon the holder hereof pursuant to Paragraph 11 hereof and the other Settlement Documents, (i) a late charge of five percent (5%) of the amount of the installment due and unpaid or $10.00, whichever is greater, will be added to the delinquent amount to compensate the holder hereof for the expense of handling the delinquency for any payment past due in excess of ten (10) days, regardless of any notice and cure periods, and (ii) the amount due and unpaid (including, without limitation, the late charge) shall bear interest at the Default Interest Rate, computed from the date on which the amount was due and payable until paid.

CONVERSION.

This Note shall be convertible into validly issued, fully paid and non-assessable shares of Common Stock, on the terms and conditions set forth in this Paragraph 7.

(a) Conversion Right. Subject to the provisions of Paragraph 7(d), at any time or times on or after the Issuance Date and until the Maturity Date, or thereafter during an Event of Default, the Creditor shall be entitled to convert all or any portion of the outstanding and unpaid Principal, accrued interest and fees due and payable thereon into validly issued, fully paid and non-assessable shares of Common Stock in accordance with Paragraph 7(c), at the Conversion Rate (as defined below). The shares of Common Stock to be issued upon any such conversion are herein referred to as the "Conversion Shares". The Conversion Shares shall bear a restrictive legend; provided, however, that all Conversion Shares shall be subject to the legend removal requirements set forth in the Settlement Agreement. The Company shall not issue any fraction of a share of Common Stock upon any conversion. If the issuance would result in the issuance of a fraction of a share of Common Stock, the Company shall round such fraction of a share of Common Stock up to the nearest whole share. The Company shall pay any and all transfer, stamp, issuance and similar taxes that may be payable with respect to the issuance and delivery of Conversion Shares.

(b) Conversion Rate. The number of shares of Common Stock issuable upon conversion of any Conversion Amount pursuant to Paragraph 7(a) shall be determined by dividing (x) such Conversion Amount by (y) the Conversion Price (the "Conversion Rate").

(i) "Conversion Amount" means the portion of the Principal to be converted, plus all accrued and unpaid interest with respect to such portion of the Principal amount and accrued and unpaid late charges with respect to such portion of such Principal and interest.

(ii) "Conversion Price" means Ten Cents ($0.10) per share.

-3-

(c) Mechanics of Conversion. Subject to Paragraph 7(d), this Note will be converted by Creditor in part from time to time after the Issuance Date by submitting to Debtor and/or the transfer agent of record a notice of conversion ("Notice of Conversion") (whether by facsimile, as a pdf. file sent by electronic mail or other reasonable means of communication dispatched on the Conversion Date prior to 6:00 p.m., New York, New York time). On each Conversion Date (as hereinafter defined) and in accordance with its Notice of Conversion, Creditor shall make the appropriate reduction to the Principal Amount, accrued interest and fees as entered in its records and shall provide written notice thereof to Debtor on the Conversion Date. Each date on which a Notice of Conversion is delivered or telecopied in accordance with the provisions hereof shall be deemed a Conversion Date (the "Conversion Date"). A form of Notice of Conversion to be employed by Creditor is annexed hereto as Exhibit A. Pursuant to the terms of the Notice of Conversion, Debtor shall issue instructions to the transfer agent within two (2) Business Days from the receipt of the Notice of Conversion and shall cause the transfer agent to transmit the certificates representing the Conversion Shares to Creditor by physical delivery or crediting the account of Creditor's designated broker with the Depository Trust Corporation ("DTC") through its Deposit Withdrawal Agent Commission ("DWAC") system within two (2) Business Days after receipt by Debtor of the Notice of Conversion ("Delivery Date"). Except as limited by Paragraph 7(d), in the case of the exercise of the conversion rights set forth herein, (i) the conversion privilege shall be deemed to have been exercised and the Conversion Shares issuable upon such conversion shall be deemed to have been issued, upon the date of receipt by Debtor of the Notice of Conversion; and (ii) Creditor shall be treated for all purposes as the record holder of such Common Stock unless Creditor provides Debtor written instructions to the contrary.

(d) Limitations on Conversion. Notwithstanding anything contained herein to the contrary, the number of Conversion Shares that may be acquired by Creditor upon conversion of this Note (or otherwise in respect hereof) shall be limited to the extent necessary to ensure that, following such conversion (or other issuance), the total number of shares of Common Stock then beneficially owned by Creditor and its affiliates and any other persons whose beneficial ownership of Common Stock would be aggregated with Creditor's for purposes of Section 13(d) of the Exchange Act, does not exceed 4.99% of the total number of issued and outstanding shares of Common Stock (including for such purpose the shares of Common Stock issuable upon such conversion). For such purposes, beneficial ownership shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. By written notice to the Company, Creditor may increase, decrease or waive the provisions of this Paragraph 7(d) as to itself but any such waiver will not be effective until the 61^st day after delivery thereof.

(e) Late Payments. Debtor understands that a delay caused by Debtor in the delivery of the shares of Common Stock in the form required pursuant to this Paragraph 7 beyond the Delivery Date could result in economic loss to Creditor. As compensation to Creditor for such loss, Debtor agrees to pay late fees to Creditor for late issuances of such shares in the form required pursuant to this Paragraph 7 upon conversion of the Note in an amount equal to One Thousand Dollars ($1,000) per Business Day after the Delivery Date. Debtor shall pay any fees incurred under this Paragraph in immediately available funds upon demand and such fees also shall be eligible to be converted into Conversion Shares as set forth in this Paragraph 7.

(f) Authorized and Reserved Shares. Debtor represents, warrants, covenants and agrees that upon issuance, the Conversion Shares will be duly and validly issued, fully paid and non-assessable. At all times during which this Note is outstanding, Debtor shall reserve from its authorized and unissued shares of Common Stock a sufficient number of shares to provide for the issuance of the Conversion Shares. If, notwithstanding the foregoing, and not in limitation thereof, at any time while this Note is outstanding Debtor does not have a sufficient number of authorized and unreserved shares of Common Stock to satisfy its obligation to reserve for issuance of the Conversion Shares, then Debtor shall immediately take all action necessary to increase Debtor's authorized shares of Common Stock to an amount sufficient to allow Debtor to reserve a sufficient number of shares to provide for the issuance of the Conversion Shares. Debtor agrees that it will take all such reasonable actions as may be necessary to assure that the Conversion Shares may be issued as provided herein without violation of any applicable law or regulation, or of any requirements of the applicable trading market upon which the Common Stock may be listed. Debtor agrees to reserve [eighteen million (18,000,000)] shares of Common Stock from its authorized and unissued shares within three (3) Business Days from the Issuance Date. Further Debtor agrees to provide Creditor with confirmation evidencing the execution of the share reservation within three (3) Business Days from the Issuance Date.

-4-

(g) Effect of Certain Events.

(i) Effect of Merger, Consolidation, Etc. At the option of Creditor, the sale, conveyance or disposition of all or substantially all of the assets of Debtor, the effectuation by Debtor of a transaction or series of related transactions in which more than 50% of the voting power of Debtor is disposed of, or the consolidation, merger or other business combination of Debtor with or into any other Person (as defined below) or Persons when Debtor is not the survivor shall either: (i) be deemed to be an Event of Default (as defined in Paragraph 9) pursuant to which Debtor shall be required to pay to Creditor upon the consummation of and as a condition to such transaction an amount equal to the entire balance of Principal hereof, together with all accrued interest thereon (including Default Interest, if any), late payments (as applicable), and all other amounts due under the Settlement Agreement, or (ii) be treated pursuant to Paragraph 7(g)(ii) hereof. "Person" shall mean any individual, corporation, limited liability company, partnership, association, trust or other entity or organization.

(ii) Adjustment Due to Merger, Consolidation. Etc. If, at any time when this Note is issued, there shall be any merger, consolidation, exchange of shares, recapitalization, reorganization, or other similar event, as a result of which shares of Common Stock of Debtor shall be changed into the same or a different number of shares of another class or classes of stock or securities of Debtor or another entity, or in case of any sale or conveyance of all or substantially all of the assets of Debtor other than in connection with a plan of complete liquidation of Debtor, then Creditor shall thereafter have the right to receive upon conversion of this Note, upon the basis and upon the terms and conditions specified herein and in lieu of the shares of Common Stock immediately theretofore issuable upon conversion, such stock, securities or assets which Creditor would have been entitled to receive in such transaction had this Note been converted in full immediately prior to such transaction (without regard to any limitations on conversion set forth herein), and in any such case appropriate provisions shall be made with respect to the rights and interests of Creditor to the end that the provisions hereof (including, without limitation, provisions for adjustment of the Conversion Price and of the number of shares issuable upon conversion of the Note) shall thereafter be applicable, as nearly as may be practicable in relation to any securities or assets thereafter deliverable upon the conversion hereof. Debtor shall not affect any transaction described in this Paragraph 7(g)(ii) unless (a) it first gives, to the extent practicable, thirty (30) days prior written notice (but in any event at least fifteen (15) days prior written notice) of the record date of the special meeting of shareholders to approve, or if there is no such record date, the consummation of, such merger, consolidation, exchange of shares, recapitalization, reorganization or other similar event or sale of assets (during which time Creditor shall be entitled to convert this Note) and (b) the resulting successor or acquiring entity (if not Debtor) assumes by written instrument the obligations of this Paragraph 7(g)(ii). The above provisions shall similarly apply to successive consolidations, mergers, sales, transfers or share exchanges.

-5-

(iii) Adjustment Due to Distribution. If Debtor shall declare or make any distribution of its assets (or rights to acquire its assets) to holders of Common Stock as a dividend, stock repurchase, by way of return of capital or otherwise (including any dividend or distribution to Debtor's shareholders in cash or shares (or rights to acquire shares) of capital stock of a subsidiary (i.e., a spin-off)) (a "Distribution"), then Creditor shall be entitled, upon any conversion of this Note after the date of record for determining shareholders entitled to such Distribution, to receive the amount of such assets which would have been payable to Creditor with respect to the shares of Common Stock issuable upon such conversion had Creditor been the holder of such shares of Common Stock on the record date for the determination of shareholders entitled to such Distribution.

(iv) Notice of Adjustments. Upon the occurrence of each adjustment or readjustment of the Conversion Price as a result of the events described in this Paragraph 7, Debtor, at its expense, shall promptly compute such adjustment or readjustment and prepare and furnish to Creditor a certificate setting forth such adjustment or readjustment and showing in detail the facts upon which such adjustment or readjustment is based. Debtor shall, upon the written request at the time of Creditor, furnish to Creditor a like certificate setting forth (i) such adjustment or readjustment, (ii) the Conversion Price at the time in effect and (iii) the number of shares of Common Stock and the amount, if any, of other securities or property which at the time would be received upon conversion of the Note.

8.	COVENANTS.

(a) Distributions on Capital Stock. So long as Debtor shall have any obligation under this Note, Debtor shall not without Creditor's written consent (a) pay, declare or set apart for such payment, any dividend or other distribution (whether in cash, property or other securities) on shares of capital stock other than dividends on shares of Common Stock solely in the form of additional shares of Common Stock or (b) directly or indirectly or through any subsidiary make any other payment or distribution in respect of its capital stock.

(b) Restriction on Stock Repurchases. So long as Debtor shall have any obligation under this Note, Debtor shall not without Creditor's written consent redeem, repurchase or otherwise acquire (whether for case or in exchange for property or other securities or otherwise) in any one transaction or series of related transactions any shares of capital stock of Debtor or any warrants, rights or options to purchase or acquire any such shares.

-6-

(c) Advances and Loans. So long as Debtor shall have any obligation under this Note, Debtor shall not, without Creditor's written consent, lend money, give credit or made advances to any person, firm, joint venture or corporation, including, without limitation, officers, directors, employees, subsidiaries and affiliates of Debtor, except loans, credits or advances (a) in existence or committed on the date hereof and which Debtor has informed Creditor in writing prior to the date hereof, (b) made in the ordinary course of business or (c) not in excess of $100,000.

(d) Series C Preferred Stock. So long as Debtor shall have any obligation under this Note, Debtor shall not, without Creditor's written consent (i) alter or change the rights, preferences or privileges of the shares of Series C Preferred Stock of Debtor so as to effect adversely the shares.

9.	EVENT OF DEFAULT. The occurrence of any of the following shall be deemed to be an event of default ("Event of Default") hereunder:

(a) Payment Default. Default in the payment of principal or interest when due pursuant to the terms hereof.

(b) Other Defaults. Debtor fails to comply with or to perform any other term, obligation, covenant or condition contained in this Note or in any of the Settlement Documents or to comply with or to perform any term, obligation, covenant or condition contained in any other agreement between Creditor and Debtor.

(c) SEC Filings. Debtor ff the Exchange Act or (ii) satisfy the requirements for "Reporting Issuers" pursuant to Section 144, and/or Debtor ceases to be subject to the reporting requirements of the Exchange Act.

(d) DTC Eligibility. Debtor shall lose its status as "DTC Eligible" or Debtor's shareholders shall lose the ability to deposit (either electronically or by physical certificates, or otherwise) shares into the DTC System through a "deposit chill" or otherwise.

(e) Default in Favor of Third Parties. Debtor defaults under any loan, extension of credit, security agreement, purchase or sales agreement, or any other agreement, in favor of any other creditor or person that may materially affect any of Debtor's property or Debtor's ability to repay the Settlement or perform its obligations under this Note or any of the Settlement Documents.

(f) False Statements. Any warranty, representation or statement made or furnished to Creditor by Debtor or on Debtor's behalf under this Note or the Settlement Documents is false or misleading in any material respect, either now or at the time made or furnished or becomes false or misleading at any time thereafter.

(g) Dissolution or Insolvency. The dissolution of Debtor (regardless of whether election to continue is made), the insolvency of Debtor, the appointment of a receiver for any part of Debtor's property, any assignment for the benefit of creditors, any type of creditor the commencement of any proceeding under any bankruptcy or insolvency laws by or against Debtor.

-7-

(h) Certain Events. Subject to Creditor's option, as provided in Paragraph 8(g)(i), the occurrence of any of the events set forth in Paragraph 8(g)(i).

(i) Adverse Change. A material adverse change occurs in Debtor's financial condition.

(j) Other Settlement Documents. The occurrence of an event of default under any of the other Settlement Documents.

10. REMEDIES. Upon the occurrence of an Event of Default, then at the option of the holder hereof, the entire balance of principal together with all accrued interest thereon, and all other amounts payable by Debtor under the Settlement Documents shall, without demand or notice, immediately become due and payable. Upon the occurrence of an Event of Default (and so long as such Event of Default shall continue), the entire balance of Principal hereof, together with all accrued interest thereon, all other amounts due under the Settlement Documents, and any judgment for such Principal, interest, and other amounts shall bear interest at the Default Interest Rate, subject to the limitations contained in Paragraph 18 hereof, until paid in full by Debtor or converted at the option of the holder of the Note. No delay or omission on the part of the holder hereof in exercising any right under this Note or under any of the other Settlement Documents hereof shall operate as a waiver of such right. Creditor maintains all rights of conversion set forth in Paragraph 8 after an Event of Default and during any period in which the Debtor is in default of the terms of this Note.

11. WAIVER. Debtor, endorsers, guarantors, and sureties of this Note hereby waive diligence, demand for payment, presentment for payment, protest, notice of nonpayment, notice of protest, notice of intent to accelerate, notice of acceleration, notice of dishonor, and notice of nonpayment, and all other notices or demands of any kind (except notices specifically provided for in the Settlement Documents) and expressly agree that, without in any way affecting the liability of Debtor, endorsers, guarantors, or sureties, the holder hereof may extend any maturity date or the time for payment of any installment due hereunder, otherwise modify the Settlement Documents, accept additional security, release any person liable, and release any security or guaranty. Debtor, endorsers, guarantors, and sureties waive, to the full extent permitted by law, the right to plead any and all statutes of limitations as a defense.

12. CHANGE, DISCHARGE, TERMINATION, OR WAIVER. No provision of this Note may be changed, discharged, terminated, or waived except in a writing signed by the party against whom enforcement of the change, discharge, termination, or waiver is sought. No failure on the part of the holder hereof to exercise and no delay by the holder hereof in exercising any right or remedy under this Note or under the law shall operate as a waiver thereof.

-8-

13. NON-CIRCUMVENTION. Debtor hereby covenants and agrees that Debtor will not, by amendment of its Articles of Incorporation, Certificates of Designation, Bylaws or through any reorganization, transfer of assets, consolidation, merger, scheme of arrangement, dissolution, issue or sale of securities, or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Note, and will at all times in good faith carry out all of the provisions of this Note and take all action as may be required to protect the rights of the holder of this Note. Without limiting the generality of the foregoing, Debtor (i) shall not inordase the par value of any shares of Common Stock receivable upon conversion of this Note above the Conversion Price then in effect, (ii) shall take all such actions as may be necessary or appropriate in order that Debtor may validly and legally issue fully paid and nonassessable shares of Common Stock upon the conversion of this Note, and (iii) shall, so long as any of the Notes are outstanding, take all action necessary to reserve and keep available out of its authorized and unissued shares of Common Stock, solely for the purpose of effecting the conversion of the Notes, the maximum number of shares of Common Stock as shall from time to time be necessary to effect the conversion of the Notes then outstanding (without regard to any limitations on conversion).

14. REISSUANCE OF THIS NOTE.

(a) At Conversion. Following conversion of any portion of this Note in accordance with the terms hereof, Creditor shall not be required to physically surrender this Note to Debtor unless (A) the full Conversion Amount represented by this Note is being converted (in which event this Note shall be delivered to Debtor following conversion thereof or (B) Creditor has provided Debtor with prior written notice (which notice may be included in a Conversion Notice) requesting reissuance of this Note upon physical surrender of this Note. Creditor and Debtor shall maintain records showing the Principal, interest and late charges converted and/or paid and/or adjusted (as the case may be) and the dates of such conversions and/or payments and/or adjustments (as the case may be) or shall use such other method, reasonably satisfactory to Creditor and Debtor, so as not to require physical surrender of this Note upon conversion.

(b) Transfer. This note is not transferable without written consent from the debtor.

(c) Lost, Stolen or Mutilated Note. Upon receipt by Debtor of evidence reasonably satisfactory to Debtor of the loss, theft, destruction or mutilation of this Note (as to which a written certification and the indemnification contemplated below shall suffice as such evidence), and, in the case of loss, theft or destruction, of any indemnification undertaking by Creditor to Debtor in customary and reasonable form and, in the case of mutilation, upon surrender and cancellation of this Note, Debtor shall execute and deliver to Creditor a new Note (in accordance with Paragraph 14(e)) representing the outstanding Principal.

(d) Note Exchangeable for Different Denominations. This Note is exchangeable, upon the surrender hereof by Creditor at the principal office of Debtor, for a new Note or Notes (in accordance with Paragraph 14(e) and in principal amounts of at least $1,000) representing in the aggregate the outstanding Principal of this Note, and each such new Note will represent such portion of such outstanding Principal as is designated by Creditor at the time of such surrender.

(e) Issuance of New Notes. Whenever Debtor is required to issue a new Note pursuant to the terms of this Note, such new Note (i) shall be of like tenor with this Note, (ii) shall represent, as indicated on the face of such new Note, the Principal remaining outstanding (or in the case of a new Note being issued pursuant to Paragraph 14(b) or Paragraph 14(d), the Principal designated by Creditor which, when added to the principal represented by the other new Notes issued in connection with such issuance, does not exceed the Principal remaining outstanding under this Note immediately prior to such issuance of new Notes), (iii) shall have an issuance date, as indicated on the face of such new Note, which is the same as the Issuance Date of this Note, (iv) shall have the same rights and conditions as this Note, and (v) shall represent accrued and unpaid interest and late charges on the Principal and interest of this Note, from the Issuance Date.

-9-

15. ATTORNEYS' FEES. If this Note is not paid when due or if any Event of Default occurs, Debtor promises to pay all costs of enforcement and collection and preparation therefor, including but not limited to, reasonable attorneys' fees, whether or not any action or proceeding is brought to enforce the provisions hereof (including, without limitation, all such costs incurred in connection with any bankruptcy, receivership, or other court proceedings (whether at the trial or appellate level)).

16. SEVERABILITY. If any provision of this Note is unenforceable, the enforceability of the other provisions shall not be affected and they shall remain in full force and effect.

17. INTEREST RATE LIMITATION. Debtor hereby agrees to pay an effective rate of interest that is the sum of the interest rate provided for herein, together with any additional rate of interest resulting from any other charges of interest or in the nature of interest paid or to be paid in connection with the Settlement, including, without limitation, and any fees to be paid by Debtor pursuant to the provisions of the Settlement Documents. Creditor and Debtor agree that none of the terms and provisions contained herein or in any of the Settlement Documents shall be construed to create a contract for the use, forbearance pr detention of money requiring payment of interest at a rate in excess of the maximum interest rate permitted to be charged by the laws of the State of Arizona. In such event, if any holder of this Note shall collect monies which are deemed to constitute interest which would otherwise increase the effective interest rate on this Note to a rate in excess of the maximum rate permitted to be charged by the laws of the State of Arizona, all such sums deemed to constitute interest in excess of such maximum rate shall, at the option of the holder, be credited to the payment of other amounts payable under the Settlement Documents or returned to Debtor.

18. NUMBER AND GENDER. In this Note the singular shall include the plural and the masculine shall include the feminine and neuter gender, and vice versa.

19. HEADINGS. Headings at the beginning of each numbered section of this Note are intended solely for convenience and are not part of this Note.

20. DISHONORED ITEM FEE. A fee may be assessed if a payment by check or preauthorized charge is later dishonored.

21. INTEGRATION. The Settlement Documents contain the complete understanding and agreement of the holder hereof and Debtor and supersede all prior representations, warranties, agreements, arrangements, understandings, and negotiations.

-10-

22. BINDING EFFECT. The Settlement Documents will be binding upon, and inure to the benefit of, the holder hereof, Debtor, and their respective successors and assigns. Debtor may not delegate its obligations under the Settlement Documents.

23. TIME OF THE ESSENCE. Time is of the essence with regard to each provision of the Settlement Documents as to which time is a factor.

24. SURVIVAL. The representations, warranties, and covenants of the Debtor in the Settlement Documents shall survive the execution and delivery of the Settlement Documents and the making of the Settlement.

25. CHOICE OF LAW. THIS NOTE HAS BEEN DELIVERED IN ARIZONA, AND SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF ARIZONA. THE COURTS OF ARIZONA, FEDERAL OR STATE, SHALL HAVE JURISDICTION OF ALL LEGAL ACTIONS ARISING OUT OF THIS NOTE. BY EXECUTING THIS NOTE, THE UNDERSIGNED SUBMITS TO THE JURISDICTION OF THE FEDERAL AND STATE COURTS OF ARIZONA.

26. NOTICES. Any notice, demand, request or other communication that any party hereto may be required or may desire to give hereunder shall be deemed to have been properly given (a) if hand delivered, when delivered; (b) if mailed by United States Certified Mail (postage prepaid, return receipt requested), three Business Days after mailing; (c) if by Federal Express or other reliable overnight courier service, on the next Business Day after delivered to such courier service; or (d) if by confirmed facsimile or e-mail transmission on the day of transmission so long as copy is sent on the same day by overnight courier as set forth below:

Creditor:	Doyle Knudson
	8923 North Martingale Road
	Paradise Valley, AZ 85253
	Email: dkrk74@gmail.com

With a copy to:	Snell & Wilmer L.L.P.
	One Arizona Center
	400 East Van Buren
	Phoenix, Arizona 85004-2202
	Attention: Brian Foster, Esq.
	Telephone: (602) 382-6242
	Email: bfoster@swlaw.com

Debtor:	Gawk Incorporated
	______________________
	______________________
	_____________________
	Attention: Scott Kettle
	Email: sk@gawkinc.com

With a copy to:	__________________________
	___________________________
	__________________________
	__________________________
	Attention : Jim Langanke, ESq.
	Telephone : _________________
	Email :______________________

[Signature Page Follows]

-11-

IN WITNESS WHEREOF, Debtor has executed this Note as of the date first written above.

	GAWK INCORPORATED, a Nevada corporation

	By: /s/Scott Kettle

	Name: Scott Kettle

	Title: CEO

	“DEBTOR”

EXHIBIT A

GAWK INCORPORATED
CONVERSION NOTICE

Reference is made to the Convertible Promissory Note (the "Note") issued to the undersigned by Gawk Incorporated (the "Company"). In accordance with and pursuant to the Note, the undersigned hereby elects to convert the Conversion Amount (as defined in the Note) of the Note indicated below into shares of Common Stock, $0.001 par value per share (the "Common Stock"), of the Company, as of the date specified below. Capitalized terms not defined herein shall have the meaning as set forth in the Note.

Date of Conversion:

Aggregate Principal to be converted:

Aggregate accrued and unpaid interest and accrued and unpaid late charges with respect to such portion of the Aggregate Principal and such aggregate interest to be converted:

AGGREGATE CONVERSION AMOUNT TO BE CONVERTED:

Please confirm the following information: Conversion price:

Number of shares of Common Stock to be issued:

Please issue the Common Stock into which the Note is being converted in the following name and to the following address:

Issue to:



Facsimile Number:

Holder:
	By:
	Title:

Account Number: (if electronic book entry transfer)

Transaction Code Number: (if electronic book entry transfer)

ACKNOWLEDGMENT

The Company hereby acknowledges this Conversion Notice and hereby directs _________ to issue the above indicated number of shares of Common Stock in accordance with the Transfer Agent Instructions dated ________ , 20_ from the Company and acknowledged and agreed to by________.

	GAWK INCORPORATED

	By:
		Name:
		Title:

EXHIBIT B

EXHIBIT B

AMENDMENT TO SERIES C PREFERRED STOCK PURCHASE AGREEMENT

The Series C Preferred Stock Purchase Agreement (the "Agreement") made as of the 10th day of April, 2014 by and between GAWK INCORPORATED, a Nevada corporation (the " Company "), and Doyle Knudson, an individual residing at 8923 N. Martingale Road, Paradise Valley, AZ 85253 (the " Purchaser ") is hereby amended pursuant to Section 7.9 of the Agreement as to Section 1.1 as follows:.

1. Purchase, Sale and Conversion of Preferred Stock.

1.1 Sale and Issuance and Conversion of Series C Preferred Stock. Subject to the terms and conditions of this Agreement, the Purchaser agrees to purchase at the Closing and the Company agrees to sell and issue to the Purchaser at the Closing seven (7) shares of Series C Preferred Stock at a purchase price of $471,428.57 per share with an aggregate purchase price of $3,300,000. The shares of Series C Preferred Stock issued to the Purchaser pursuant to this Agreement shall be hereinafter referred to as the " Stock, " which shall be convertible, at the option of the holder thereof after the execution of a certain Settlement Agreement between the parties, into such number of fully paid and non-assessable shares of the Common Stock. For each share of Series C Stock, the holder will receive upon Conversion, $1,000,000 worth of Common Shares (the "Conversion Ratio") of the Corporation.

The parties have executed this amendment to the Series C Preferred Stock Purchase Agreement on this_______ day of August, 2014.

Company		Purchaser

Gawk Incorporated		Doyle Knudson

By	/s/ Scott Kettle	/s/ Donyle Knudson
	Scott Kettle, President and on behalf of the Board of Directors	Donyle Knudson

EXHIBIT C

CERTIFICATE OF DESIGNATION OF RIGHTS, PRIVILEGES, PREFERENCES AND
RESTRICTIONS OF SERIES C CONVERTIBLE PREFERRED STOCK

OF GAWK, INCORPORATED

AS AMENDED

The undersigned, President and Secretary of Gawk, Incorporated, a Nevada corporation (the "Corporation"), hereby certifies the following:

The Certificate of Designation of Rights, Privileges, Preferences and Restrictions of Series C Convertible Preferred Stock is hereby amended as follows:

3.1 Conversion. Each share of Series C Preferred Stock shall be convertible, at the option of the holder thereof after a period of time as set by the Board of Directors following the issuance of such shares of Series C Stock, into such number of fully paid and non-assessable shares of the Common Stock. For each share of Series C Stock, the holder will receive upon Conversion, $1,000,000 worth of Common Shares (the °Conversion Ratio") of the Corporation.

The remainder of The Certificate of Designation of Rights, Privileges, Preferences and Restrictions of Series C Convertible Preferred Stock shall be the same as set forth in full.

IN WITNESS WHEREOF, the Corporation has caused this Certificate of Designation of Rights, Privileges, Preferences and Restrictions of Series C Convertible Preferred Stock of Gawk, Incorporated to be signed by the Corporation's President and Secretary effective this 2CP day of August 2014.

Gawk, Incorporated

By	/s/ Scott Kettle
	Scott Kettle, President

By	/s/ Michael Selsman
	Michael Selsman, Secretary

August 22, 2014

The Company has asked us to advise you of our opinion as to whether the Shares may be reissued to, or sold and transferred by, the stockholder(s) listed on Exhibit A, in each case, free of any restrictive legend imposed under the Securities Act.

In rendering this letter to you, we have reviewed and examined such documents, records, laws, rules and regulations, and upon such information available to us from the Company, as we have deemed appropriate.

Based upon the foregoing, this letter shall serve as our standing opinion to you that, until the Company or we advise you in writing to the contrary, the Shares are freely transferable by the stockholder(s) listed on Exhibit A hereto pursuant to Rule 144 under the Securities Act of 1933, as amended. Accordingly, you need not require further letters from the Company or counsel for the Company in connection with any future request by a sellipg stockholder to reissue the Shares in such selling stockholder's name, or in "street" name, or in the name of any transferee of the Shares, in each case, without any restrictive legend under the Securities Act.

Sincerely,

Exhibit 31.1

Certification pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 and pursuant to Rule 13a-14(a) and Rule 15d-14 under the Securities Exchange Act of 1934

I, Scott Kettle certify that:

1.	I have reviewed this Quarterly report on Form 10-Q of Gawk Incorporated;

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

	a.	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

	b.	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

Evaluated the effectiveness of the registrant’s disclosure and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluations: and

Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.	The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Registrant	Gawk Incorporated

Date: September 22, 2014	By:	/s/ Scott Kettle
		Scott Kettle
		Chief Executive Officer (Principal Executive Officer)
		Secretary Treasurer

Exhibit 31.2

I, Scott Kettle certify that:

1	I have reviewed this Quarterly report on Form 10-Q of Gawk Incorporated;

2	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

5.	The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Registrant	Gawk, Incorporated

Date: September 22, 2014	By:	/s/ Scott Kettle
		Scott Kettle
		Chief Financial Officer (Principal Financial Officer)

Exhibit 32.1

CERTIFICATIONS PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

(18 U.S.C. SECTION 1350)

In connection with the Quarterly Report of Gawk Incorporated (the "Company") on Form 10-Q for the period ending July 31, 2014 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Scott Kettle, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

Registrant	Gawk Incorporated

Date: September 22, 2014	By:	/s/ Scott Kettle
		Scott Kettle
		Chief Executive Officer (Principal Executive Officer)
		Secretary Treasurer

Exhibit 32.2

CERTIFICATIONS PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

(18 U.S.C. SECTION 1350)

In connection with the Quarterly Report of Gawk Incorporated (the "Company") on Form 10-Q for the period ending July 31, 2014 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Scott Kettle, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.