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, 2015
 
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
 
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 Steptember 14, 2015
Common stock, $0.001 par value
 
188,284,626

 
 






GAWK INCORPORATED
INDEX TO FORM 10-Q FILING
FOR THE THREE AND SIX MONTHS ENDED JULY 31, 2015 AND 2014

TABLE OF CONTENTS

 
  
 
 
PAGE
  
 
 
 
 
Item 1.
  
  
1
 
  
  
2
 
  
  
3
 
  
  
4
 
  
  
5
Item 2.
  
  
10
Item 3
  
  
14
Item 4.
  
  
14
 
 
 
  
 
 
 
 
Item 1.
  
  
15
Item 1A.
  
  
15
Item 2.
  
  
15
Item 3.
  
  
15
Item 4.
  
  
15
Item 5
  
  
15
Item 6.
  
  
15
 
 
 
 
 
 
 
 
 
 
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.
32.2
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, 2015.  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, 2015 are not necessarily indicative of the results that can be expected for the year ending January 31, 2016.
 
1

GAWK INCORPORATED
CONSOLIDATED BALANCE SHEETS
 
 
 
July 31,
   
January 31,
 
 
 
2015
   
2015
 
    
(Unaudited)
   
(Audited)
 
ASSETS
       
Current Assets
     
 
 Cash
 
$
44,293
   
$
255,455
 
Marketable securities - available for sale
   
210,000
     
28,950
 
Accounts receivable
   
6,033
     
10,862
 
Due from Net D
   
1,276
     
-
 
Deposit - Cipherloc
   
1,125,000
     
1,125,000
 
Total Current Assets
   
1,386,602
     
1,420,267
 
                 
Web equipment, net of depreciation of $44,244 and $14,748
   
132,731
     
162,227
 
Intangible assets and proprietary technology, net of amortization $152,028 and $36,749
   
790,337
     
404,238
 
Goodwill
   
4,865,530
     
1,310,908
 
 
               
TOTAL ASSETS
 
$
7,175,200
   
$
3,297,640
 
 
               
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
               
Current Liabilities
               
Accounts payable and accrued liabilities
 
$
505,590
   
$
330,384
 
Note payable
   
360,000
     
10,000
 
Convertible note payable net of discount $29,850 and $208,950
   
1,795,150
     
1,591,050
 
Investor payable - common shares
   
2,504,000
     
1,154,000
 
Preferred shares payable
   
2,017,500
     
1,000,000
 
Due to related parties
   
228,854
     
188,854
 
Total Current Liabilities
   
7,411,094
     
4,274,288
 
                 
TOTAL LIABILITIES
   
7,411,094
     
4,274,288
 
 
               
Stockholders' Equity (Deficit)
               
A Preferred stock, $0.001 par value, 1,000 shares authorized; 1,000 issued and outstanding
   
1
     
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; 8 and none  issued and outstanding
   
0
     
-
 
Common stock, $0.001 par value, 650,000,000 shares authorized; 180,079,156  and 161,732,000 issued and outstanding
   
180,079
     
161,732
 
Additional paid in capital
   
7,480,335
     
6,176,599
 
Accumulated other comprehensive income (loss)
   
-
     
(442
)
Accumulated deficit
   
(7,896,309
)
   
(7,314,538
)
Total Stockholders' Equity (Deficit)
   
(235,894
)
   
(976,648
)
                 
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
 
$
7,175,200
   
$
3,297,640
 
 
 
 
 
The accompanying notes are an integral part of these unaudited consolidated financial statements.
2

GAWK INCORPORATED
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
(Unaudited)
 
                 
    
For the Three Months Ended July 31,
   
For the Six Months Ended July 31,
 
 
 
2015
   
2014
   
2015
   
2014
 
                 
Revenues
 
$
558,079
   
$
-
   
$
616,661
   
$
-
 
Cost of revenues
   
392,629
     
-
     
392,629
     
-
 
Gross profit
   
165,450
     
-
     
224,032
     
-
 
                                 
Operating Expenses
                               
General and administration
   
265,999
     
1,076,887
     
570,275
     
1,275,931
 
Research and development
   
2,500
     
53,407
     
2,500
     
532,142
 
Related party payments
   
-
     
16,000
     
-
     
401,035
 
Depreciation and amortization
   
93,278
     
-
     
144,775
     
-
 
   Total operating expenses
   
361,777
     
1,146,294
     
717,550
     
2,209,108
 
                                 
Net loss from operations
   
(196,327
)
   
(1,146,294
)
   
(493,518
)
   
(2,209,108
)
                                 
Other income (expense)
                               
Interest income
   
-
     
-
     
3
     
-
 
Interest expense
   
(135,156
)
   
-
     
(269,306
)
   
-
 
Unrealized gain on marketable securities
   
75,000
     
-
     
181,050
     
-
 
   Total other income (expense)
   
(60,156
)
   
-
     
(88,253
)
   
-
 
                                 
Net loss before taxes
   
(256,483
)
   
(1,146,294
)
   
(581,771
)
   
(2,209,108
)
                                 
Net loss
 
$
(256,483
)
 
$
(1,146,294
)
 
$
(581,771
)
 
$
(2,209,108
)
                                 
Other comprehensive income (loss)
   
442
     
-
     
442
     
-
 
                                 
Comprehensive Loss
 
$
(256,041
)
 
$
(1,146,294
)
 
$
(581,329
)
 
$
(2,209,108
)
                                 
                                 
Basic and dilutive loss per share
 
$
(0.00
)
 
$
(0.01
)
 
$
(0.00
)
 
$
(0.01
)
                                 
Weighted average number of
                               
shares outstanding
   
179,496,982
     
152,000,000
     
176,083,946
     
180,176,796
 
 
The accompanying notes are an integral part of these unaudited consolidated financial statements.
3

GAWK INCORPORATED
 
CONSOLIDATED STATEMENTS OF CASH FLOWS
 
(Unaudited)
 
    
For the Six Months Ended July 31,
 
   
2015
   
2014
 
 
       
 CASH FLOWS FROM OPERATING ACTIVITIES:
       
    Net loss
 
$
(581,771
)
 
$
(2,209,108
)
                 
 Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
               
    Common stock issued for services
   
57,083
     
-
 
    Common stock issued for legal settlement
   
54,000
     
-
 
    Amortization of Debt Discount
   
179,100
     
-
 
    Unrealized (gain) loss on marketable securities
   
(181,050
)
   
-
 
    Depreciation and amortization
   
144,775
     
-
 
 Changes in operating assets and liabilities:
               
 (Increase) decrease in operating assets:
               
    Accounts receivable
   
4,829
     
-
 
    Due from Net D
   
(1,276
)
   
-
 
 Increase (decrease) in operating liabilities:
               
    Accounts payable  and accrued liabilities
   
90,206
     
(106,127
)
    Due to related party
   
40,000
     
122,892
 
Net Cash Used in Operating Activities
   
(194,104
)
   
(2,192,343
)
                 
 CASH FLOWS FROM INVESTING ACTIVITIES:
               
   Deposit for license agreement
   
-
     
(1,125,000
)
   Acquisition of intangible property
   
(65,000
)
   
-
 
 Net Cash (Used in) Investing Activities
   
(65,000
)
   
(1,125,000
)
                 
 CASH FLOWS FROM FINANCING ACTIVITIES:
               
   Proceeds (Refund) of subscription payable
   
-
     
(150,000
)
   Proceeds for convertible note
   
25,000
     
-
 
   Proceeds for investor payable
   
-
     
699,200
 
   Proceeds from the sale of Preferred C stock
   
-
     
3,300,000
 
   Proceeds from preferred share payable
   
17,500
     
-
 
   Proceeds from issuance of stock
   
5,000
     
-
 
 Net Cash Provided By Financing Activities
   
47,500
     
3,849,200
 
                 
 Effect of exchange rate changes
   
442
     
-
 
                 
 Net increase (decrease) in cash and cash equivalents
   
(211,162
)
   
531,857
 
 Cash and cash equivalents, beginning of period
   
255,455
     
1,034,210
 
 Cash and cash equivalents, end of period
 
$
44,293
   
$
1,566,067
 
                 
 Supplemental cash flow information
               
  Cash paid for interest
 
$
-
   
$
-
 
  Cash paid for taxes
 
$
-
   
$
-
 
                 
 Non-cash transactions:
               
  Common stock exchanged for Preferred A
 
$
-
   
$
150,000
 
  Preferred share payable exchanged for preferred C stock
 
$
1,000,000
   
$
-
 
 Acquisiton of goodwill
 
$
3,554,622
   
$
-
 
  Issuance of preferred shares payable for acquisition
 
$
2,000,000
   
$
-
 
  Issuance of investor payable for acquisition
 
$
1,556,000
   
$
-
 
  Common shares exchanged for warrant
 
$
206,000
   
$
-
 
  Intangible assets assumed from acquisition
 
$
351,378
   
$
-
 
  Accounts payable assumed from acquisition
 
$
85,000
   
$
-
 
  Note payable assumed from acquisition
 
$
350,000
   
$
-
 
The accompanying notes are an integral part of these unaudited consolidated financial statements.
4

GAWK INCORPORATED
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
July 31, 2015

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.  Gawk is focused on becoming our business customers' single source for leveraging the increasing power of the cloud, providing essential services that form the foundation for successful migration to, and efficient use of, the cloud. Our cloud computing and Infrastructure as a Service ("IaaS") solutions are designed to provide our customers with a platform on which additional cloud services can be layered.  Complemented by Software as a Service ("SaaS") solutions such as storage, security and business continuity, our advanced cloud offerings allow our customers to experience the increased efficiencies and agility delivered by the cloud. Gawk's cloud-based services are flexible, scalable and rapidly deployed, reducing our customers' cost of ownership while increasing their productivity.
 
NOTE 2 – BASIS OF PRESENTATION OF INTERIM FINANCIAL STATEMENTS

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, 2015 are not necessarily indicative of the results that may be expected for the year ending January 31, 2016. Notes to the unaudited interim consolidated financial statements that would substantially duplicate the disclosures contained in the audited consolidated financial statements for fiscal year 2015 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, 2015 included within its Form 10-K as filed with the Securities and Exchange Commission.
 
Use of Estimates and Assumptions
 
The preparation of financial statements in conformity with accounting principles generally accepted in the United States ("GAAP") requires management to make estimates and assumptions that affect (i) the reported amounts of assets and liabilities, (ii) the disclosure of contingent assets and liabilities known to exist as of the date the financial statements are published, and (iii) the reported amount of net revenues and expenses recognized during the periods presented. Adjustments made with respect to the use of estimates often relate to improved information not previously available. Uncertainties with respect to such estimates and assumptions are inherent in the preparation of financial statements; accordingly, actual results could differ from these estimates.

Revenue Recognition

The company pursues opportunities to realize revenues from consulting services. It is the company's policy that revenues and gains will be recognized in accordance with ASC Topic 605-10-25, "Revenue Recognition." Under ASC Topic 605-10-25, revenue earning activities are recognized when all of the following criteria are met: (i) persuasive evidence of an arrangement exists, (ii) the services have been rendered to the customer, (iii) the sales price is fixed or determinable, and (iv) collectability is reasonably assured.

The Company typically is paid in cash or stock. When paid in stock the Company books the stock as Securities Available For Sale. The Company recognizes the revenue based on the current price per share of the stock received at the date the services are complete and prior to completion, interim measurements are taken at each reporting date. At the time the Company sells or otherwise disposes the shares, the company will record any realized gain or loss on the sale of the stock. After a measurement date has been reached for revenue recognition purposes, interim changes in fair value of the stock are reflected in Other Comprehensive Income (Loss) as an unrealized gain (loss).

Fair Value of Financial Instruments
 
The Company's financial instruments consist primarily of cash, accounts payable and accrued expenses, and debt.  The carrying amounts of such financial instruments approximate their respective estimated fair value due to the short-term maturities and approximate market interest rates of these instruments.  
 
The Company adopted ASC Topic 820, Fair Value Measurements ("ASC Topic 820"), which defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements.  The standard provides a consistent definition of fair value which focuses on an exit price that would be received upon sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.  The standard also prioritizes, within the measurement of fair value, the use of market-based information over entity specific information and establishes a three-level hierarchy for fair value measurements based on the nature of inputs used in the valuation of an asset or liability as of the measurement date.
5

 
The three-level hierarchy for fair value measurements is defined as follows:
 
 •  
Level 1 – inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets; liabilities in active markets;
 
 •  
Level 2 – inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability other than quoted prices, either directly or indirectly, including inputs in markets that are not considered to be active; or directly or indirectly including inputs in markets that are not considered to be active;
 
 •  
Level 3 – inputs to the valuation methodology are unobservable and significant to the fair value measurement
 
 
The following table summarizes fair value measurements by level at July 31, 2015 and January 31, 2015 for assets measured at fair value on a recurring basis:

July 31, 2015
Level 1
Level 2
Level 3
Total
Marketable securities- available for sale
        210,000
                 -
 -
        210,000
Total assets
        210,000
                 -
 - 
        210,000
         
January 31, 2015
Level 1
Level 2
Level 3
Total
Marketable securities- available for sale
 28,950 
                 -
                 -
 28,950
Total assets
 28,950 
                 -
                 -
  28,950

Recent Accounting Pronouncements

No accounting standards or interpretations issued recently are expected to a have a material impact on the Company's financial position, operations or cash flows.

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, 2015 of $581,329, an accumulated deficit of $7,896,309, cash flows used in operating activities of $194,104 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 – MARKETABLE SECURIITES

On September 4, 2014 Cloud issued 3,000,000 common shares through a consulting agreement with Gawk, Inc. valued at $105,000 at the trading price of $.035 per share and the common stock issued to Gawk for consulting has been accounted as a marketable securities valued at $105,000.  The services have been earned and completed in accordance with the agreement.

The Company fair valued the marketable security available for sale at July 31, 2015 and recorded a gain on change in fair value of the asset of $181,050. Total available security available for sale at July 31, 2015 is $210,000.

NOTE 5 – LICENSING AGREEMENT / DEPOSIT
 
On June 11, 2014 we entered into a license and subscription agreement with Cloud Medical Doctor Software Corporation formerly National Scientific Corporation (NSCT) which changed it’s name to Cipher Loc Corporation and ticker symbol to (CLOK) ("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 2015 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.
6

NOTE 6 – STOCK PAYABLE

Investor payable - common shares

On May 1, 2015, the Company recorded  $1,556,000 as an investor payable which shall be converted to  40,000,000 common shares for acquisition of assets (Note 7).

Preferred Stock Payable

On May 1, 2015, the Company recorded  $2,000,000 as preferred share payable which shall be coverted to  2 Preferred Series C shares for acquisition of assets (Note 7).

On June 24, 2015, the Company received $17,500 for the issuance of the 437,500 Preferred Series B shares.
 
NOTE 7 - EQUITY

On November 4, 2014 a verified complaint was filed in Clark County, Nevada being case number A-14-709328-C against the Company by an investor known as James McCrink on behalf of the James E. McCrink Trust. The company and James E McCrink Trust reached a settlement on January 19, 2015 and issued 2,700,000 shares of common stock at a fair market value of $54,000 on February 17, 2015 in accordance with the settlement agreement.

On February 13, 2015 the Company issued 4,587,156 shares for legal services rendered for $20,183.

On March 20, 2015 the Company issued 9,000,000 shares with 3,000,000 shares going to each board member as compensation for serving on the board for a total of $36,900.

On May 23, 2015, the Company issued 2,060,000 shares in converting warrant purchaser shares for a total consideration of $206,000 previously paid as investor payable.

NOTE 8 – BUSINESS COMBINATION

April 24, 2015, the Company entered into an asset purchase and sale agreement with Net D Consulting Inc. (Net D) which closed on May 1, 2015.

The fair value of the consideration and the assets acquired is based on the aggregate value of the common stock issued in exchange for the software as shown below:

The acquisition consisted of the purchase of a customer list and all of its business, which are considered to meet the definition of a business in accordance with FASB codification Topic 805, "Business Combinations", As such, the Company accounted for the acquisition as a business combination.

Management determined that the Company was the acquirer in the business combination in accordance with  FASB codification Topic 805, "Business Combinations", based on the following factors: (i) there was a change in control of Net D; (ii) the Company was the entity in the transaction that issued its equity instruments, and in a business combination, the acquirer usually is the entity that issues its equity interests; (iii) the Company's pre-transaction directors retained the largest relative voting rights of the Company post-transaction; (iv) the composition of the Company's current board of directors and management was the result of the appointment by the Company's pre-transaction directors.

The purchase price paid for the Acquisition was $4,056,000 which included $150,000 in cash $350,000 note payable, 2 Preferred Series C shares convertible into $2,000,000 of common stock and 40,000,000 common shares valued at $1,556,000. The following table summarizes the fair value of the consideration paid by the Company and the fair value amounts assigned to the assets acquired on the acquisition date:

   
May 1, 2015
 
Fair Value of Consideration:
   
Cash
 
$
150,000
 
Note payable
   
350,000
 
40,000,000 common shares
   
1,556,000
 
2 Series Preferred C shares convertible into common shares
   
2,000,000
 
Total Purchase Price
 
$
4,056,000
 
         
Recognized amounts of identifiable assets acquired:
       
Assets:
       
Customer lists
 
$
501,378
 
Goodwill
   
3,554,622
 
Fair value of total assets
 
$
4,056,000
 
 
7

 
Revenues of $476,526 and net income of $1,276 since the acquisition date are included in the consolidated statements of operations and comprehensive income (loss) for the six months ended July 31, 2015.

The following (unaudited) Proforma consolidated results of operations have been prepared as if the acquisition had occurred at February 1, 2015 and 2014.
 
   
Six Months Ended June 30,
 
   
2015
   
2014
 
Revenues
 
$
855,397
   
$
166,573
 
                 
Net Loss
   
(662,127
)
   
(2,341,099
)
                 
Net loss per share basic and diluted
 
$
(0.00
)
 
$
(0.01
)
                 
Weighted average of shares outstanding
   
176,083,946
     
180,176,796
 
 
NOTE 9 – CONVERTIBLE NOTES PAYABLE

The Company had the following convertible notes payable outstanding as of July 31, 2015 and January 31, 2015:

   
July 31, 2015
   
January, 31, 2015
 
Dated – August 22, 2014  
 
$
1,800,000
   
$
1,800,000
 
Dated – June 3, 2015  
   
25,000
     
-
 
                 
Total notes payable
 
$
1,825,000
   
$
1,800,000
 
Less: Discount
   
(29,850
)
   
(208,950
)
Less: current portion of convertible notes payable
   
1,795,150
     
1,591,050
 
Long-term convertible notes payable
 
$
-
   
$
-
 

On June 3, 2015, the Company entered into a Convertible Note Agreement in the principal amount of $25,000 with Mr. Knudson. The note bears interest at 15% per annum and is convertible into 287,500 shares of the Company's common stock.

The Company amortized the debt discount $89,550 and $179,100 for the three and six months ended July 31, 2015, respectively.

NOTE 10 –NOTES PAYABLE

   
July 31, 2015
   
January, 31, 2015
 
Dated – October 30, 2014   
 
$
10,000
   
$
10,000
 
Dated – May 1, 2015   
   
350,000
     
-
 
Total notes payable
 
$
360,000
   
$
10,000
 

On May 1, 2015, the Company closed an asset purchase and sale agreement with Net D and agreed to pay $500,000 of which $150,000 will be paid in cash and $350,000 with a note payable. The note bears no interest.

NOTE 11 – RELATED PARTY TRANSACTIONS

As of July 31, 2015 and January 31, 2015, the current CEO had unpaid salaries of $176,500 and 136,500, respectively.
 
During the year ended January 31, 2015, the CEO advanced the Company cash of $52,354. As of July 31, 2015 and January 31, 2015 the amount owed to the prior CEO for advances was $52,354.
8


NOTE 12 – SUBSEQUENT EVENTS

Management has evaluated events occurring after the date of these financial statements through the date that these financial statements were issued. Based on our evaluation no events other than the following have occurred that require disclosure:

On August 3, 2015, the Company issued 1,346,297 shares of Common Stock for conversion of a promissory note.

On August 13, 2015, the Company issued 1,859,173 shares of Common Stock for conversion of a  promissory note.

On August 20, 2015, the Company approved and issued 5,000,000 shares of restricted common stock to employees as payment for services rendered.
9

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, 2015, 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 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).  On October 30, 2014 the Company acquired a company called Webrunner, LLC.  As of October 30, 2014 Webrunner, LLC is a wholly owned subsidiary of the Company. On May 1, 2015 the Company entered into an asset purchase agreement with Net D Consulting, Inc.

The Future of Gawk

Gawk is pursuing a three-tiered growth strategy: developing specialized solutions for key vertical markets, targeting cloud services companies for acquisition, and accelerating organic growth. Our continuing effort to deliver advanced cloud solutions to companies with more complex requirements is supported by our cloud solutions platform that allows us to rapidly respond to our customers and potential customers' needs for customized or enhanced solutions. We also intend to continue to develop vertically oriented solutions to expand our revenue opportunities and further differentiate our service suite. We intend to acquire additional cloud services companies that can further expand our customer base, allow us to introduce additional cloud products and services, and gain scale. Our strategy to organically grow our Business Services revenue includes securing large strategic distribution partners, increasing our direct as well as indirect channel sales efforts, upselling solutions to our existing base and leveraging our management, Board of Directors and shareholder relationship network.
10

Three Months Ended July 31, 2015, Compared to Three Months Ended July 31, 2014

RESULTS OF OPERATIONS

Revenue increased to $558,079 from $0 for the three months ended July 31, 2015 and 2014, respectively. We changed management and expanded the focus beyond streaming media to also include the business of cloud communications, cloud connectivity, cloud computing, and managed cloud-based applications solutions to small, medium and large businesses. In addition we consummated an asset acquisition within the Voice over IP sector.

Cost of revenues increased to $392,629 from $0 for the three months ended July 31, 2015 and 2014, respectively. We changed management and expanded the focus beyond streaming media to also include the business of cloud communications, cloud connectivity, cloud computing, and managed cloud-based applications solutions to small, medium and large businesses. In addition we consummated an asset acquisition within the Voice over IP sector.

General and administrative expenses decreased to $265,999 from $1,076,887 for the three months ended July 31, 2015 and 2014, respectively.  The decrease in general and administrative expenses are primarily related to the change in focus from streaming media and the associated marketing and promotion expenses.

Research and development costs decreased to $2,500 from $53,407 for the three months ended July 31, 2015 and 2014, respectively.  Our research and development decrease is related to the expanded focus beyond streaming media to also include the business of cloud communications, cloud connectivity, cloud computing, and managed cloud-based applications solutions to small, medium and large businesses.

Related party transactions decreased to $0 from $16,000 for the three months ended July 31, 2015 and 2014, respectively. Our related party transactions decreased because of the change in management that occurred on May 12, 2014.

Depreciation expense increased to $93,278 from $0 for the three months ended July 31, 2015 and 2014, respectively. Our depreciation expenses increased due to our acquisition of Webrunners and the associated equipment thereof.

Six Months Ended July 31, 2015, Compared to Six Months Ended July 31, 2014

RESULTS OF OPERATIONS

Revenue increased to $616,661 from $0 for the six months ended July 31, 2015 and 2014, respectively. We changed management and expanded the focus beyond streaming media to also include the business of cloud communications, cloud connectivity, cloud computing, and managed cloud-based applications solutions to small, medium and large businesses. In addition we consummated an asset acquisition within the Voice over IP sector.

Cost of revenues increased to $392,629 from $0 for the six months ended July 31, 2015 and 2014, respectively. We changed management and expanded the focus beyond streaming media to also include the business of cloud communications, cloud connectivity, cloud computing, and managed cloud-based applications solutions to small, medium and large businesses. In addition we consummated an asset acquisition within the Voice over IP sector.
11

General and administrative expenses decreased to $570,275 from $1,275,931 for the six months ended July 31, 2015 and 2014, respectively.  The decrease in general and administrative expenses are primarily related to the change in focus from streaming media and the associated marketing and promotion expenses.

Research and development costs decreased to $2,500 from $532,142 for the six months ended July 31, 2015 and 2014, respectively.  Our research and development decrease is related to the expanded focus beyond streaming media to also include the business of cloud communications, cloud connectivity, cloud computing, and managed cloud-based applications solutions to small, medium and large businesses.

Related party transactions decreased to $0 from $401,035 for the six months ended July 31, 2015 and 2014, respectively. Our related party transactions decreased because of the change in management that occurred on May 12, 2014.

Depreciation expense increased to $144,775 from $0 for the six months ended July 31, 2015 and 2014, respectively. Our depreciation expenses increased due to our acquisition of Webrunners and the associated equipment thereof.

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, 2015 of $7,896,309 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 $750,000 to fund our operations.  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 operating activities were $194,104 and $2,192,343 for the six months ended July 31, 2015 and 2014, respectively.  The decrease in cash flows used in operating activities was primarily attributable to the acquisitions of one cloud services business and one voice over IP business during the past year.

Cash flows from investing activities. Cash used in investing activities were $65,000 and $1,125,000 for the six months ended July 31, 2015 and 2014, respectively. On May 1, 2015, we closed an asset purchase and sale agreement with Net D Consulting Inc. (Net D). The purchase price paid for the Acquisition was $4,056,000 which included $150,000 in cash $350,000 note payable, 2 Preferred Series C shares convertible into $2,000,000 of common stock and 40,000,000 common shares valued at $1,556,000 and as of July 31, 2015, we paid $65,000 of a part of $150,000 in cash. 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, 2015 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.
 
 
12

Cash flows from financing activities. Cash provided by financing activities were $47,500 and $3,849,200 for the six months ended July 31, 2015 and 2014, 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.

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.
13

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 not effective as of October 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.

The Company's material weaknesses in financial reporting were:

 
a.
There is no segregation of duties as our CEO is also our CFO.
 
 
b.
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.

 
c.
There were no changes in our internal control over financial reporting that occurred during the nine months ended September 30, 2014 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
 
14

PART II
OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS
On November 4, 2014 a verified complaint was filed in Clark County, Nevada being case number A-14-709328-C against the Company by an investor known as James McCrink on behalf of the James E. McCrink Trust. The company and James E McCrink Trust reached a settlement on January 19, 2015 and issued 2,700,000 shares of common stock on February 17, 2015 in accordance with the settlement agreement.
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, 2015 during our six months ended July 31, 2015.

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

No activity during this period.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES
  
There were no defaults upon senior securities during the period ended July 31, 2015.

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, 2015.
 
Exhibits
 
Exhibit Number
 
Description of Exhibits
3.1
 
Articles of Incorporation (1)
3.2
 
Bylaws (1)
 
31.2 
 
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.
   
*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.
15

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
 
Date: September 14, 2015
 
Gawk Incorporated
 
By: /s/ Scott Kettle
 
 
Scott Kettle
 
 
Chief Executive Officer (Principal Executive Officer)
Secretary Treasurer
 

 
Registrant
 
Date: September 14, 2015
 
Gawk, Incorporated
 
By: /s/ Scott Kettle
 
 
Scott Kettle
 
 
Chief Financial Officer (Principal Financial Officer)
16


  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;

4.
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;
 
c.
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
 
d.
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):

 
a.
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
 
b.
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
 
Date: September 14, 2015
 
Gawk Incorporated
 
By: /s/ Scott Kettle
 
 
Scott Kettle
 
 
Chief Executive Officer (Principal Executive Officer)
Secretary Treasurer



Exhibit 31.2
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;

4.
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;
 
c.
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
 
d.
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):

 
a.
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
 
b.
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
 
Date: September 14, 2015
 
Gawk, Incorporated
 
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, 2015 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
 
Date: September 14, 2015
 
Gawk Incorporated
 
By: /s/ Scott Kettle
 
 
Scott Kettle
 
 
Chief Executive Officer (Principal Executive Officer)
Secretary Treasurer


v3.3.0.814
Document and Entity Information - shares
6 Months Ended
Jul. 31, 2015
Sep. 14, 2015
Document and Entity Information [Abstract]    
Entity Registrant Name Gawk Inc.  
Entity Central Index Key 0001546392  
Current Fiscal Year End Date --01-31  
Entity Filer Category Smaller Reporting Company  
Entity Common Stock, Shares Outstanding   188,284,626
Document Type 10-Q  
Document Period End Date Jul. 31, 2015  
Amendment Flag false  
Document Fiscal Year Focus 2016  
Document Fiscal Period Focus Q2  


v3.3.0.814
CONSOLIDATED BALANCE SHEETS - USD ($)
Jul. 31, 2015
Jan. 31, 2015
Current Assets    
Cash $ 44,293 $ 255,455
Marketable securities - available for sale 210,000 28,950
Accounts receivable 6,033 10,862
Due from Net D 1,276  
Deposit - Cipherloc 1,125,000 1,125,000
Total Current Assets 1,386,602 1,420,267
Web equipment, net of depreciation of $44,244 and $14,748 132,731 162,227
Intangible assets and proprietary technology, net of amortization $152,028 and $36,749 790,337 404,238
Goodwill 4,865,530 1,310,908
TOTAL ASSETS 7,175,200 3,297,640
Current Liabilities    
Accounts payable and accrued liabilities 505,590 330,384
Note payable 360,000 10,000
Convertible note payable net of discount $29,850 and $208,950 1,795,150 1,591,050
Investor payable - common shares 2,504,000 1,154,000
Preferred shares payable 2,017,500 1,000,000
Due to related parties 228,854 188,854
Total Current Liabilities 7,411,094 4,274,288
TOTAL LIABILITIES 7,411,094 4,274,288
Stockholders' Equity (Deficit)    
Common stock, $0.001 par value, 650,000,000 shares authorized; 180,079,156 and 161,732,000 issued and outstanding 180,079 161,732
Additional paid in capital 7,480,335 6,176,599
Accumulated other comprehensive income (loss)   (442)
Accumulated deficit (7,896,309) (7,314,538)
Total Stockholders' Equity (Deficit) (235,894) (976,648)
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) 7,175,200 3,297,640
Series A Preferred stock    
Stockholders' Equity (Deficit)    
Preferred stock, value $ 1 $ 1
Series B Preferred stock    
Stockholders' Equity (Deficit)    
Preferred stock, value
Series C Preferred stock    
Stockholders' Equity (Deficit)    
Preferred stock, value $ 0


v3.3.0.814
CONSOLIDATED BALANCE SHEETS (Parentheticals) - USD ($)
Jul. 31, 2015
Jan. 31, 2015
Accumulated depreciation on web equipment (in dollars) $ 44,244 $ 14,748
Accumulated amortization on intangible assets (in dollars) 152,028 36,749
Discount on convertible note payable (in dollars) $ 29,850 $ 208,950
Common stock, par value (in dollars per share) $ 0.001 $ 0.001
Common stock, shares authorized 650,000,000 650,000,000
Common stock, shares issued 180,079,156 161,732,000
Common stock, shares outstanding 180,079,156 161,732,000
Series A Preferred stock    
Preferred stock, par value (in dollars per share) $ 0.001 $ 0.001
Preferred stock, shares authorized 1,000 1,000
Preferred stock, shares issued 1,000 1,000
Preferred stock, shares outstanding 1,000 1,000
Series B Preferred stock    
Preferred stock, par value (in dollars per share) $ 0.001 $ 0.001
Preferred stock, shares authorized 50,000,000 50,000,000
Preferred stock, shares issued
Preferred stock, shares outstanding
Series C Preferred stock    
Preferred stock, par value (in dollars per share) $ 0.001 $ 0.001
Preferred stock, shares authorized 100 100
Preferred stock, shares issued 8
Preferred stock, shares outstanding 8


v3.3.0.814
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) (Unaudited) - USD ($)
3 Months Ended 6 Months Ended
Jul. 31, 2015
Jul. 31, 2014
Jul. 31, 2015
Jul. 31, 2014
Consolidated Statements of Operations and Comprehensive Income (Loss) [Abstract]        
Revenues $ 558,079   $ 616,661  
Cost of revenues 392,629   392,629  
Gross profit 165,450 224,032
Operating Expenses        
General and administration 265,999 $ 1,076,887 570,275 $ 1,275,931
Research and development 2,500 53,407 2,500 532,142
Related party payments   16,000   401,035
Depreciation and amortization 93,278   144,775  
Total operating expenses 361,777 1,146,294 717,550 2,209,108
Net loss from operations (196,327) $ (1,146,294) (493,518) $ (2,209,108)
Other income (expense)        
Interest income     3  
Interest expense (135,156)   (269,306)  
Unrealized gain on marketable securities 75,000   181,050  
Total other income (expense) (60,156) (88,253)
Net loss before taxes (256,483) $ (1,146,294) (581,771) $ (2,209,108)
Net loss (256,483) (1,146,294) (581,771) (2,209,108)
Other comprehensive income (loss) 442   442  
Comprehensive Loss $ (256,041) $ (1,146,294) $ (581,329) $ (2,209,108)
Basic and dilutive loss per share (in dollars per share) $ (0.00) $ (0.01) $ (0.00) $ (0.01)
Weighted average number of shares outstanding (in shares) 179,496,982 152,000,000 176,083,946 180,176,796


v3.3.0.814
CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($)
6 Months Ended
Jul. 31, 2015
Jul. 31, 2014
CASH FLOWS FROM OPERATING ACTIVITIES:    
Net loss $ (581,771) $ (2,209,108)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:    
Common stock issued for services 57,083  
Common stock issued for legal settlement 54,000  
Amortization of Debt Discount 179,100  
Unrealized (gain) loss on marketable securities (181,050)  
Depreciation and amortization 144,775  
(Increase) decrease in operating assets:    
Accounts receivable 4,829  
Due from Net D (1,276)  
Increase (decrease) in operating liabilities:    
Accounts payable and accrued liabilities 90,206 (106,127)
Due to related party 40,000 122,892
Net Cash Used in Operating Activities (194,104) (2,192,343)
CASH FLOWS FROM INVESTING ACTIVITIES:    
Deposit for license agreement   (1,125,000)
Acquisition of intangible property (65,000)  
Net Cash (Used in) Investing Activities (65,000) (1,125,000)
CASH FLOWS FROM FINANCING ACTIVITIES:    
Proceeds (Refund) of subscription payable   (150,000)
Proceeds for convertible note 25,000  
Proceeds for investor payable   699,200
Proceeds from the sale of Preferred C stock   3,300,000
Proceeds from preferred share payable 17,500  
Proceeds from issuance of stock 5,000  
Net Cash Provided By Financing Activities 47,500 3,849,200
Effect of exchange rate changes 442  
Net increase (decrease) in cash and cash equivalents (211,162) 531,857
Cash and cash equivalents, beginning of period 255,455 1,034,210
Cash and cash equivalents, end of period $ 44,293 $ 1,566,067
Supplemental cash flow information    
Cash paid for interest
Cash paid for taxes
Non-cash transactions:    
Common stock exchanged for Preferred A   $ 150,000
Preferred share payable exchanged for preferred C stock $ 1,000,000  
Acquisiton of goodwill 3,554,622  
Issuance of preferred shares payable for acquisition 2,000,000  
Issuance of investor payable for acquisition 1,556,000  
Common shares exchanged for warrant 206,000  
Intangible assets assumed from acquisition 351,378  
Accounts payable assumed from acquisition 85,000  
Note payable assumed from acquisition $ 350,000  


v3.3.0.814
DESCRIPTION OF BUSINESS
6 Months Ended
Jul. 31, 2015
Description of Business [Abstract]  
DESCRIPTION OF BUSINESS
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.  Gawk is focused on becoming our business customers' single source for leveraging the increasing power of the cloud, providing essential services that form the foundation for successful migration to, and efficient use of, the cloud. Our cloud computing and Infrastructure as a Service ("IaaS") solutions are designed to provide our customers with a platform on which additional cloud services can be layered.  Complemented by Software as a Service ("SaaS") solutions such as storage, security and business continuity, our advanced cloud offerings allow our customers to experience the increased efficiencies and agility delivered by the cloud. Gawk's cloud-based services are flexible, scalable and rapidly deployed, reducing our customers' cost of ownership while increasing their productivity.


v3.3.0.814
BASIS OF PRESENTATION OF INTERIM FINANCIAL STATEMENTS
6 Months Ended
Jul. 31, 2015
Basis of Presentation of Interim Financial Statements [Abstract]  
BASIS OF PRESENTATION OF INTERIM FINANCIAL STATEMENTS
NOTE 2 – BASIS OF PRESENTATION OF INTERIM FINANCIAL STATEMENTS
 
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, 2015 are not necessarily indicative of the results that may be expected for the year ending January 31, 2016. Notes to the unaudited interim consolidated financial statements that would substantially duplicate the disclosures contained in the audited consolidated financial statements for fiscal year 2015 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, 2015 included within its Form 10-K as filed with the Securities and Exchange Commission.
 
Use of Estimates and Assumptions
 
The preparation of financial statements in conformity with accounting principles generally accepted in the United States ("GAAP") requires management to make estimates and assumptions that affect (i) the reported amounts of assets and liabilities, (ii) the disclosure of contingent assets and liabilities known to exist as of the date the financial statements are published, and (iii) the reported amount of net revenues and expenses recognized during the periods presented. Adjustments made with respect to the use of estimates often relate to improved information not previously available. Uncertainties with respect to such estimates and assumptions are inherent in the preparation of financial statements; accordingly, actual results could differ from these estimates.
 
Revenue Recognition
 
The company pursues opportunities to realize revenues from consulting services. It is the company's policy that revenues and gains will be recognized in accordance with ASC Topic 605-10-25, "Revenue Recognition." Under ASC Topic 605-10-25, revenue earning activities are recognized when all of the following criteria are met: (i) persuasive evidence of an arrangement exists, (ii) the services have been rendered to the customer, (iii) the sales price is fixed or determinable, and (iv) collectability is reasonably assured.
 
The Company typically is paid in cash or stock. When paid in stock the Company books the stock as Securities Available For Sale. The Company recognizes the revenue based on the current price per share of the stock received at the date the services are complete and prior to completion, interim measurements are taken at each reporting date. At the time the Company sells or otherwise disposes the shares, the company will record any realized gain or loss on the sale of the stock. After a measurement date has been reached for revenue recognition purposes, interim changes in fair value of the stock are reflected in Other Comprehensive Income (Loss) as an unrealized gain (loss).
 
Fair Value of Financial Instruments
 
The Company's financial instruments consist primarily of cash, accounts payable and accrued expenses, and debt.  The carrying amounts of such financial instruments approximate their respective estimated fair value due to the short-term maturities and approximate market interest rates of these instruments.  
 
The Company adopted ASC Topic 820, Fair Value Measurements ("ASC Topic 820"), which defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements.  The standard provides a consistent definition of fair value which focuses on an exit price that would be received upon sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.  The standard also prioritizes, within the measurement of fair value, the use of market-based information over entity specific information and establishes a three-level hierarchy for fair value measurements based on the nature of inputs used in the valuation of an asset or liability as of the measurement date.
 
The three-level hierarchy for fair value measurements is defined as follows:
 
 •  
Level 1 – inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets; liabilities in active markets;
 
 •  
Level 2 – inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability other than quoted prices, either directly or indirectly, including inputs in markets that are not considered to be active; or directly or indirectly including inputs in markets that are not considered to be active;
 
 •  
Level 3 – inputs to the valuation methodology are unobservable and significant to the fair value measurement
 
The following table summarizes fair value measurements by level at July 31, 2015 and January 31, 2015 for assets measured at fair value on a recurring basis:
 
July 31, 2015
Level 1
Level 2
Level 3
Total
Marketable securities- available for sale
        210,000
                 -
 -
        210,000
Total assets
        210,000
                 -
 - 
        210,000
         
January 31, 2015
Level 1
Level 2
Level 3
Total
Marketable securities- available for sale
 28,950 
                 -
                 -
 28,950
Total assets
 28,950 
                 -
                 -
  28,950
 
Recent Accounting Pronouncements
 
No accounting standards or interpretations issued recently are expected to a have a material impact on the Company's financial position, operations or cash flows.


v3.3.0.814
GOING CONCERN ISSUES
6 Months Ended
Jul. 31, 2015
Going Concern Issues [Abstract]  
GOING CONCERN ISSUES
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, 2015 of $581,329, an accumulated deficit of $7,896,309, cash flows used in operating activities of $194,104 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.


v3.3.0.814
MARKETABLE SECURIITES
6 Months Ended
Jul. 31, 2015
Marketable Securities [Abstract]  
MARKETABLE SECURITIES
NOTE 4 – MARKETABLE SECURIITES
 
On September 4, 2014 Cloud issued 3,000,000 common shares through a consulting agreement with Gawk, Inc. valued at $105,000 at the trading price of $.035 per share and the common stock issued to Gawk for consulting has been accounted as a marketable securities valued at $105,000.  The services have been earned and completed in accordance with the agreement.
 
The Company fair valued the marketable security available for sale at July 31, 2015 and recorded a gain on change in fair value of the asset of $181,050. Total available security available for sale at July 31, 2015 is $210,000.


v3.3.0.814
LICENSING AGREEMENT / DEPOSIT
6 Months Ended
Jul. 31, 2015
Licensing Agreement / Deposit [Abstract]  
LICENSING AGREEMENT / DEPOSIT
NOTE 5 – LICENSING AGREEMENT / DEPOSIT
 
On June 11, 2014 we entered into a license and subscription agreement with Cloud Medical Doctor Software Corporation formerly National Scientific Corporation (NSCT) which changed it’s name to Cipher Loc Corporation and ticker symbol to (CLOK) ("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 2015 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.


v3.3.0.814
STOCK PAYABLE
6 Months Ended
Jul. 31, 2015
Stock Payable [Abstract]  
STOCK PAYABLE
NOTE 6 – STOCK PAYABLE
 
Investor payable - common shares
 
On May 1, 2015, the Company recorded  $1,556,000 as an investor payable which shall be converted to  40,000,000 common shares for acquisition of assets (Note 7).
 
Preferred Stock Payable
 
On May 1, 2015, the Company recorded  $2,000,000 as preferred share payable which shall be coverted to  2 Preferred Series C shares for acquisition of assets (Note 7).
 
On June 24, 2015, the Company received $17,500 for the issuance of the 437,500 Preferred Series B shares.


v3.3.0.814
EQUITY
6 Months Ended
Jul. 31, 2015
Equity [Abstract]  
EQUITY
NOTE 7 - EQUITY
 
On November 4, 2014 a verified complaint was filed in Clark County, Nevada being case number A-14-709328-C against the Company by an investor known as James McCrink on behalf of the James E. McCrink Trust. The company and James E McCrink Trust reached a settlement on January 19, 2015 and issued 2,700,000 shares of common stock at a fair market value of $54,000 on February 17, 2015 in accordance with the settlement agreement.
 
On February 13, 2015 the Company issued 4,587,156 shares for legal services rendered for $20,183.
 
On March 20, 2015 the Company issued 9,000,000 shares with 3,000,000 shares going to each board member as compensation for serving on the board for a total of $36,900.
 
On May 23, 2015, the Company issued 2,060,000 shares in converting warrant purchaser shares for a total consideration of $206,000 previously paid  as investor payable.


v3.3.0.814
BUSINESS COMBINATION
6 Months Ended
Jul. 31, 2015
Business Combination [Abstract]  
BUSINESS COMBINATION
NOTE 8 – BUSINESS COMBINATION
 
April 24, 2015, the Company entered into an asset purchase and sale agreement with Net D Consulting Inc. (Net D) which  closed on May 1, 2015.
 
The fair value of the consideration and the assets acquired is based on the aggregate value of the common stock issued in exchange for the software as shown below:
 
The acquisition consisted of the purchase of a customer list and all of its business, which are considered to meet the definition of a business in accordance with FASB codification Topic 805, "Business Combinations", As such, the Company accounted for the acquisition as a business combination.
 
Management determined that the Company was the acquirer in the business combination in accordance with  FASB codification Topic 805, "Business Combinations", based on the following factors: (i) there was a change in control of Net D; (ii) the Company was the entity in the transaction that issued its equity instruments, and in a business combination, the acquirer usually is the entity that issues its equity interests; (iii) the Company's pre-transaction directors retained the largest relative voting rights of the Company post-transaction; (iv) the composition of the Company's current board of directors and management was the result of the appointment by the Company's pre-transaction directors.
 
The purchase price paid for the Acquisition was $4,056,000 which included $150,000 in cash $350,000 note payable, 2 Preferred Series C shares convertible into $2,000,000 of common stock and 40,000,000 common shares valued at $1,556,000. The following table summarizes the fair value of the consideration paid by the Company and the fair value amounts assigned to the assets acquired on the acquisition date:
 
   
May 1, 2015
 
Fair Value of Consideration:
   
Cash
 
$
150,000
 
Note payable
   
350,000
 
40,000,000 common shares
   
1,556,000
 
2 Series Preferred C shares convertible into common shares
   
2,000,000
 
Total Purchase Price
 
$
4,056,000
 
         
Recognized amounts of identifiable assets acquired:
       
Assets:
       
Customer lists
 
$
501,378
 
Goodwill
   
3,554,622
 
Fair value of total assets
 
$
4,056,000
 
 
Revenues of $476,526 and net income of $1,276 since the acquisition date are included in the consolidated statements of operations and comprehensive income (loss) for the six months ended July 31, 2015.
 
The following (unaudited) Proforma consolidated results of operations have been prepared as if the acquisition had occurred at February 1, 2015 and 2014.
 
   
Six Months Ended June 30,
 
   
2015
   
2014
 
Revenues
 
$
855,397
   
$
166,573
 
                 
Net Loss
   
(662,127
)
   
(2,341,099
)
                 
Net loss per share basic and diluted
 
$
(0.00
)
 
$
(0.01
)
                 
Weighted average of shares outstanding
   
176,083,946
     
180,176,796
 


v3.3.0.814
CONVERTIBLE NOTES PAYABLE
6 Months Ended
Jul. 31, 2015
Convertible Notes Payable and Notes Payable [Abstract]  
CONVERTIBLE NOTES PAYABLE
NOTE 9 – CONVERTIBLE NOTES PAYABLE
 
The Company had the following convertible notes payable outstanding as of July 31, 2015 and January 31, 2015:
 
   
July 31, 2015
   
January, 31, 2015
 
Dated – August 22, 2014  
 
$
1,800,000
   
$
1,800,000
 
Dated – June 3, 2015  
   
25,000
     
-
 
                 
Total notes payable
 
$
1,825,000
   
$
1,800,000
 
Less: Discount
   
(29,850
)
   
(208,950
)
Less: current portion of convertible notes payable
   
1,795,150
     
1,591,050
 
Long-term convertible notes payable
 
$
-
   
$
-
 
 
On June 3, 2015, the Company entered into a Convertible Note Agreement in the principal amount of $25,000 with Mr. Knudson. The note bears interest at 15% per annum and is convertible into 287,500 shares of the Company's common stock.
 
The Company amortized the debt discount $89,550 and $179,100 for the three and six months ended July 31, 2015, respectively.


v3.3.0.814
NOTES PAYABLE
6 Months Ended
Jul. 31, 2015
Convertible Notes Payable and Notes Payable [Abstract]  
NOTES PAYABLE
NOTE 10 –NOTES PAYABLE
 
   
July 31, 2015
   
January, 31, 2015
 
Dated – October 30, 2014   
 
$
10,000
   
$
10,000
 
Dated – May 1, 2015   
   
350,000
     
-
 
Total notes payable
 
$
360,000
   
$
10,000
 
 
On May 1, 2015, the Company closed an asset purchase and sale agreement with Net D and agreed to pay $500,000 of which $150,000 will be paid in cash and $350,000 with a note payable. The note bears no interest.


v3.3.0.814
RELATED PARTY TRANSACTIONS
6 Months Ended
Jul. 31, 2015
Related Party Transactions [Abstract]  
RELATED PARTY TRANSACTIONS
NOTE 11 – RELATED PARTY TRANSACTIONS
 
As of July 31, 2015 and January 31, 2015, the current CEO had unpaid salaries of $176,500 and 136,500, respectively.
 
During the year ended January 31, 2015, the CEO advanced the Company cash of $52,354. As of July 31, 2015 and January 31, 2015 the amount owed to the prior CEO for advances was $52,354.


v3.3.0.814
SUBSEQUENT EVENTS
6 Months Ended
Jul. 31, 2015
Subsequent Events [Abstract]  
SUBSEQUENT EVENTS
NOTE 12 – SUBSEQUENT EVENTS
 
Management has evaluated events occurring after the date of these financial statements through the date that these financial statements were issuedBased on our evaluation no events other than the following have occurred that require disclosure:
 
On August 3, 2015, the Company issued 1,346,297 shares of Common Stock for conversion of a promissory note.
 
On August 13, 2015, the Company issued 1,859,173 shares of Common Stock for conversion of a  promissory note.
 
On August 20, 2015, the Company approved and issued 5,000,000 shares of restricted common stock to employees as payment for services rendered.


v3.3.0.814
BASIS OF PRESENTATION OF INTERIM FINANCIAL STATEMENTS (Policies)
6 Months Ended
Jul. 31, 2015
Basis of Presentation of Interim Financial Statements [Abstract]  
Basis of Presentation of Interim Financial Statements
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, 2015 are not necessarily indicative of the results that may be expected for the year ending January 31, 2016. Notes to the unaudited interim consolidated financial statements that would substantially duplicate the disclosures contained in the audited consolidated financial statements for fiscal year 2015 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, 2015 included within its Form 10-K as filed with the Securities and Exchange Commission.
Use of Estimates and Assumptions
Use of Estimates and Assumptions
 
The preparation of financial statements in conformity with accounting principles generally accepted in the United States ("GAAP") requires management to make estimates and assumptions that affect (i) the reported amounts of assets and liabilities, (ii) the disclosure of contingent assets and liabilities known to exist as of the date the financial statements are published, and (iii) the reported amount of net revenues and expenses recognized during the periods presented. Adjustments made with respect to the use of estimates often relate to improved information not previously available. Uncertainties with respect to such estimates and assumptions are inherent in the preparation of financial statements; accordingly, actual results could differ from these estimates.
Revenue Recognition
Revenue Recognition
 
The company pursues opportunities to realize revenues from consulting services. It is the company's policy that revenues and gains will be recognized in accordance with ASC Topic 605-10-25, "Revenue Recognition." Under ASC Topic 605-10-25, revenue earning activities are recognized when all of the following criteria are met: (i) persuasive evidence of an arrangement exists, (ii) the services have been rendered to the customer, (iii) the sales price is fixed or determinable, and (iv) collectability is reasonably assured.
 
The Company typically is paid in cash or stock. When paid in stock the Company books the stock as Securities Available For Sale. The Company recognizes the revenue based on the current price per share of the stock received at the date the services are complete and prior to completion, interim measurements are taken at each reporting date. At the time the Company sells or otherwise disposes the shares, the company will record any realized gain or loss on the sale of the stock. After a measurement date has been reached for revenue recognition purposes, interim changes in fair value of the stock are reflected in Other Comprehensive Income (Loss) as an unrealized gain (loss).
Fair Value of Financial Instruments
Fair Value of Financial Instruments
 
The Company's financial instruments consist primarily of cash, accounts payable and accrued expenses, and debt.  The carrying amounts of such financial instruments approximate their respective estimated fair value due to the short-term maturities and approximate market interest rates of these instruments.  
 
The Company adopted ASC Topic 820, Fair Value Measurements ("ASC Topic 820"), which defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements.  The standard provides a consistent definition of fair value which focuses on an exit price that would be received upon sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.  The standard also prioritizes, within the measurement of fair value, the use of market-based information over entity specific information and establishes a three-level hierarchy for fair value measurements based on the nature of inputs used in the valuation of an asset or liability as of the measurement date.
 
The three-level hierarchy for fair value measurements is defined as follows:
 
 •  
Level 1 – inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets; liabilities in active markets;
 
 •  
Level 2 – inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability other than quoted prices, either directly or indirectly, including inputs in markets that are not considered to be active; or directly or indirectly including inputs in markets that are not considered to be active;
 
 •  
Level 3 – inputs to the valuation methodology are unobservable and significant to the fair value measurement
 
The following table summarizes fair value measurements by level at July 31, 2015 and January 31, 2015 for assets measured at fair value on a recurring basis:
 
July 31, 2015
Level 1
Level 2
Level 3
Total
Marketable securities- available for sale
        210,000
                 -
 -
        210,000
Total assets
        210,000
                 -
 - 
        210,000
         
January 31, 2015
Level 1
Level 2
Level 3
Total
Marketable securities- available for sale
 28,950 
                 -
                 -
 28,950
Total assets
 28,950 
                 -
                 -
  28,950
Recent Accounting Pronouncements
Recent Accounting Pronouncements
 
No accounting standards or interpretations issued recently are expected to a have a material impact on the Company's financial position, operations or cash flows.


v3.3.0.814
BASIS OF PRESENTATION OF INTERIM FINANCIAL STATEMENTS (Tables)
6 Months Ended
Jul. 31, 2015
Basis of Presentation of Interim Financial Statements [Abstract]  
Schedule of summary of fair value measured on recurring basis
July 31, 2015
Level 1
Level 2
Level 3
Total
Marketable securities- available for sale
        210,000
                 -
 -
        210,000
Total assets
        210,000
                 -
 - 
        210,000
         
January 31, 2015
Level 1
Level 2
Level 3
Total
Marketable securities- available for sale
 28,950 
                 -
                 -
 28,950
Total assets
 28,950 
                 -
                 -
  28,950


v3.3.0.814
BUSINESS COMBINATION (Tables)
6 Months Ended
Jul. 31, 2015
Business Combination [Abstract]  
Schedule of fair value of contingent consideration
   
May 1, 2015
 
Fair Value of Consideration:
   
Cash
 
$
150,000
 
Note payable
   
350,000
 
40,000,000 common shares
   
1,556,000
 
2 Series Preferred C shares convertible into common shares
   
2,000,000
 
Total Purchase Price
 
$
4,056,000
 
         
Recognized amounts of identifiable assets acquired:
       
Assets:
       
Customer lists
 
$
501,378
 
Goodwill
   
3,554,622
 
Fair value of total assets
 
$
4,056,000
 
Schedule of consolidated results of operations acquisition
   
Six Months Ended June 30,
 
   
2015
   
2014
 
Revenues
 
$
855,397
   
$
166,573
 
                 
Net Loss
   
(662,127
)
   
(2,341,099
)
                 
Net loss per share basic and diluted
 
$
(0.00
)
 
$
(0.01
)
                 
Weighted average of shares outstanding
   
176,083,946
     
180,176,796
 


v3.3.0.814
CONVERTIBLE NOTES PAYABLE (Tables)
6 Months Ended
Jul. 31, 2015
Convertible Notes Payable and Notes Payable [Abstract]  
Schedule of convertible notes payable
   
July 31, 2015
   
January, 31, 2015
 
Dated – August 22, 2014  
 
$
1,800,000
   
$
1,800,000
 
Dated – June 3, 2015  
   
25,000
     
-
 
                 
Total notes payable
 
$
1,825,000
   
$
1,800,000
 
Less: Discount
   
(29,850
)
   
(208,950
)
Less: current portion of convertible notes payable
   
1,795,150
     
1,591,050
 
Long-term convertible notes payable
 
$
-
   
$
-
 


v3.3.0.814
NOTES PAYABLE (Tables)
6 Months Ended
Jul. 31, 2015
Convertible Notes Payable and Notes Payable [Abstract]  
Schedule of summary of notes payable
   
July 31, 2015
   
January, 31, 2015
 
Dated – October 30, 2014   
 
$
10,000
   
$
10,000
 
Dated – May 1, 2015   
   
350,000
     
-
 
Total notes payable
 
$
360,000
   
$
10,000
 


v3.3.0.814
BASIS OF PRESENTATION OF INTERIM FINANCIAL STATEMENTS (Details) - USD ($)
Jul. 31, 2015
Jan. 31, 2015
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Marketable securities - available for sale $ 210,000 $ 28,950
Total assets 210,000 28,950
Level 1    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Marketable securities - available for sale 210,000 28,950
Total assets $ 210,000 $ 28,950
Level 2    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Marketable securities - available for sale
Total assets
Level 3    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Marketable securities - available for sale
Total assets


v3.3.0.814
GOING CONCERN ISSUES (Detail Textuals) - USD ($)
3 Months Ended 6 Months Ended
Jul. 31, 2015
Jul. 31, 2014
Jul. 31, 2015
Jul. 31, 2014
Jan. 31, 2015
Going Concern Issues [Abstract]          
Net loss $ (256,041) $ (1,146,294) $ (581,329) $ (2,209,108)  
Accumulated deficit $ (7,896,309)   (7,896,309)   $ (7,314,538)
Net Cash Provided by (Used in) Operating Activities     $ (194,104) $ (2,192,343)  


v3.3.0.814
MARKETABLE SECURIITES (Detail Textuals) - USD ($)
1 Months Ended 6 Months Ended
Sep. 04, 2014
Mar. 20, 2015
Jul. 31, 2015
Jan. 31, 2015
Schedule of Available-for-sale Securities [Line Items]        
Number of common shares issued   9,000,000    
Unrealized gain on securities available for sale     $ 181,050  
Marketable securities - available for sale     $ 210,000 $ 28,950
Cloud Consulting Agreement        
Schedule of Available-for-sale Securities [Line Items]        
Number of common shares issued 3,000,000      
Value of common shares issued $ 105,000      
Trading price $ 0.035      
Marketable securities - available for sale $ 105,000      


v3.3.0.814
LICENSING AGREEMENT / DEPOSIT (Detail Textuals) - USD ($)
Jun. 11, 2014
Jul. 31, 2015
Jan. 31, 2015
Deferred Revenue Arrangement [Line Items]      
Deposit   $ 1,125,000 $ 1,125,000
License and subscription agreement      
Deferred Revenue Arrangement [Line Items]      
Deposit   $ 1,125,000  
Licensing agreement, Useful life 48 months    
License amount $ 1,125,000    


v3.3.0.814
STOCK PAYABLE (Detail Textuals) - USD ($)
1 Months Ended 6 Months Ended
May. 01, 2015
Jun. 24, 2015
Mar. 20, 2015
Jul. 31, 2015
Conversion of Stock [Line Items]        
Proceeds from Preferred Stock Payable       $ 17,500
Number of shares issued     9,000,000  
Series B Preferred stock        
Conversion of Stock [Line Items]        
Number of shares issued   437,500    
Conversion of Investor payable - common shares        
Conversion of Stock [Line Items]        
Investor payable, Converted amount $ 1,556,000      
Number of shares issued for acquisition of assets 40,000,000      
Conversion of Preferred Stock Payable | Series C Preferred stock        
Conversion of Stock [Line Items]        
Investor payable, Converted amount $ 2,000,000      
Number of shares issued for acquisition of assets 2      


v3.3.0.814
EQUITY (Detail Textuals) - USD ($)
1 Months Ended
May. 23, 2015
Mar. 20, 2015
Feb. 17, 2015
Feb. 13, 2015
Equity [Line Items]        
Common stock issued for legal services rendered       4,587,156
Value of common stock issued for legal services rendered       $ 20,183
Number of common shares issued   9,000,000    
Shares issued in converting warrant purchaser shares 2,060,000      
James McCrink        
Equity [Line Items]        
Stock issued under settlement agreement     2,700,000  
Fair value of stock issued under settlement agreement     $ 54,000  
Board of Directors        
Equity [Line Items]        
Stock issued as compensation for serving on the board   3,000,000    
Value of stock issued as compensation for serving on the board   $ 36,900    


v3.3.0.814
BUSINESS COMBINATION (Details) - USD ($)
May. 01, 2015
Jul. 31, 2015
Jan. 31, 2015
Assets:      
Goodwill   $ 4,865,530 $ 1,310,908
Net D Consulting Inc. (Net D)      
Fair Value of Consideration:      
Cash $ 150,000    
Note payable 350,000    
40,000,000 common shares 1,556,000    
2 Series Preferred C shares convertible into common shares 2,000,000    
Total Purchase Price 4,056,000    
Assets:      
Customer lists 501,378    
Goodwill 3,554,622    
Fair value of total assets $ 4,056,000    


v3.3.0.814
BUSINESS COMBINATION (Parentheticals) (Details)
May. 01, 2015
shares
Net D Consulting Inc. (Net D)  
Business Acquisition [Line Items]  
Number of common shares issued as purchase consideration 40,000,000


v3.3.0.814
BUSINESS COMBINATION (Details 1) - Net D Consulting Inc. (Net D) - USD ($)
6 Months Ended
Jun. 30, 2015
Jun. 30, 2014
Business Acquisition [Line Items]    
Revenues $ 855,397 $ 166,573
Net Loss $ (662,127) $ (2,341,099)
Net loss per share basic and diluted (in dollars per share) $ (0.00) $ (0.01)
Weighted average of shares outstanding (in shares) 176,083,946 180,176,796


v3.3.0.814
BUSINESS COMBINATION (Detail Textuals) - USD ($)
3 Months Ended 6 Months Ended
May. 01, 2015
Jul. 31, 2015
Jul. 31, 2015
Jul. 31, 2014
Jul. 31, 2015
Jul. 31, 2014
Business Acquisition [Line Items]            
Revenues   $ 558,079     $ 616,661  
Net income   $ (256,483)   $ (1,146,294) $ (581,771) $ (2,209,108)
Net D Consulting Inc. (Net D)            
Business Acquisition [Line Items]            
Purchase price paid for the Acquisition $ 4,056,000          
Cash 150,000          
Note payable 350,000          
2 Series Preferred C shares convertible into common shares $ 2,000,000          
Common shares issued (in shares) 40,000,000          
Value of common shares issued $ 1,556,000          
Revenues     $ 476,526      
Net income     $ 1,276      


v3.3.0.814
CONVERTIBLE NOTES PAYABLE (Details) - USD ($)
Jul. 31, 2015
Jan. 31, 2015
Short-term Debt [Line Items]    
Convertible notes payable $ 1,825,000 $ 1,800,000
Less: Discount (29,850) (208,950)
Less: current portion of convertible notes payable $ 1,795,150 $ 1,591,050
Long-term convertible notes payable
Dated - August 22, 2014    
Short-term Debt [Line Items]    
Convertible notes payable $ 1,800,000 $ 1,800,000
Dated - June 3, 2015    
Short-term Debt [Line Items]    
Convertible notes payable $ 25,000


v3.3.0.814
CONVERTIBLE NOTES PAYABLE (Detail Textuals) - USD ($)
3 Months Ended 6 Months Ended
Jun. 03, 2015
Jul. 31, 2015
Jul. 31, 2015
Jan. 31, 2015
Short-term Debt [Line Items]        
Convertible notes payable   $ 1,825,000 $ 1,825,000 $ 1,800,000
Amortization of debt discount   $ 89,550 $ 179,100  
Convertible Note Agreement | Mr. Knudson        
Short-term Debt [Line Items]        
Convertible notes payable $ 25,000      
Interest rate per annum 15.00%      
Number of convertible common shares 287,500      


v3.3.0.814
NOTES PAYABLE (Details) - USD ($)
Jul. 31, 2015
Jan. 31, 2015
Short-term Debt [Line Items]    
Notes Payable, Current $ 360,000 $ 10,000
Dated - October 30, 2014    
Short-term Debt [Line Items]    
Notes Payable, Current 10,000 $ 10,000
Dated - May 1, 2015    
Short-term Debt [Line Items]    
Notes Payable, Current $ 350,000


v3.3.0.814
NOTES PAYABLE (Details Textual) - USD ($)
Jul. 31, 2015
May. 01, 2015
Jan. 31, 2015
Short-term Debt [Line Items]      
Total notes payable $ 360,000   $ 10,000
Net D | Asset purchase and sale agreement      
Short-term Debt [Line Items]      
Total notes payable   $ 350,000  
Amount of asset purchase and sale agreement   500,000  
Amount payable in cash of asset purchase and sale agreement   $ 150,000  


v3.3.0.814
RELATED PARTY TRANSACTIONS (Detail Textuals) - Chief Executive Officer - USD ($)
12 Months Ended
Jan. 31, 2015
Jul. 31, 2015
Related Party Transaction [Line Items]    
Unpaid salaries $ 136,500 $ 176,500
Advance fund from CEO 52,354  
Advance amount owed to CEO $ 52,354 $ 52,354


v3.3.0.814
SUBSEQUENT EVENTS (Detail Textuals) - shares
1 Months Ended
Aug. 20, 2015
Aug. 13, 2015
Aug. 03, 2015
Feb. 13, 2015
Subsequent Event [Line Items]        
Number of common shares issued to employees as payment for services       4,587,156
Subsequent Event        
Subsequent Event [Line Items]        
Number of common shares issued to employees as payment for services 5,000,000      
Subsequent Event | Conversion of promissory note        
Subsequent Event [Line Items]        
Number of common shares issued under debt conversion   1,859,173 1,346,297  
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