Nevada
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33-1220317
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(State or other jurisdiction of incorporation
or organization)
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(I.R.S. Employer
Identification No.)
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201 St. Charles Ave., Suite 4700
New Orleans, LA
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70170
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(Address of principal executive offices)
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(Zip Code)
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Large accelerated filer
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o |
Accelerated filer
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o |
Non-accelerated filer
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o |
Smaller reporting company
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x |
(Do not check if a smaller reporting company)
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PAGE
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Item 1.
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4
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Item 2.
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5
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Item 3.
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7
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Item 4.
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7
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Item 1.
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7
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Item 1A.
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7
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Item 2.
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7
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Item 3.
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7
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Item 4.
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7
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Item 5.
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7
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Item 6.
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8
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9
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Index | |
F–1
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F–2
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F–3
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F–4
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July 31,
2013
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January 31,
2013
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|||||||
ASSETS
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||||||||
Current Assets
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||||||||
Cash
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$ | 65,617 | $ | 106,410 | ||||
Accounts Receivable
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1,217 | 2,858 | ||||||
Total Current Assets
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$ | 66,834 | $ | 109,268 | ||||
LIABILITIES AND STOCKHOLDERS’ EQUITY
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||||||||
Current Liabilities
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||||||||
Accrued Liabilities
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$ | 6,522 | $ | 9,318 | ||||
Due to related parties
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12 | 12 | ||||||
Total Current Liabilities
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6,534 | 9,330 | ||||||
Stockholders’ Equity
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||||||||
Preferred stock
Authorized: 100,000,000 shares, par value $0.001
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||||||||
No shares issued and outstanding
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- | - | ||||||
Common stock
Authorized: 750,000,000 shares, par value $0.001
300,000,000 shares issued and outstanding , respectively
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300,000 | 300,000 | ||||||
Additional paid-in capital
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(175,000 | ) | (175,000 | ) | ||||
Accumulated other comprehensive loss
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(273 | ) | (91 | ) | ||||
Accumulated deficit during the Development stage
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(64,427 | ) | (24,971 | ) | ||||
Total Stockholders’ Equity
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60,300 | 99,938 | ||||||
Total Liabilities and Stockholders’ Equity
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$ | 66,834 | $ | 109,268 |
Three Months Ended
July 31,
2013
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Three Months Ended
July 31,
2012
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Six Months Ended
July 31,
2013
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Six Months Ended
July 31,
2012
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January 6,
2011
(Inception)
to July 31,
2013
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||||||||||||||||
Revenue
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$ | - | $ | 4,738 | $ | 1,572 | $ | 10,269 | $ | 38,188 | ||||||||||
Expenses
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General and administrative
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5,204 | 4,776 | 41,028 | 7,755 | 102,615 | |||||||||||||||
Net Income (loss) Before Provision for Income Taxes
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(5,204 | ) | (38 | ) | (39,456 | ) | 2,514 | (64,427 | ) | |||||||||||
Provision for Income Taxes
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- | (881 | ) | - | (1,793 | ) | - | |||||||||||||
Net Income (loss)
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$ | (5,204 | ) | $ | (919 | ) | $ | (39,456 | ) | $ | 721 | $ | (64,427 | ) | ||||||
Comprehensive Income:
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||||||||||||||||||||
Net income (loss)
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$ | (5,204 | ) | $ | (919 | ) | $ | (39,456 | ) | $ | 721 | $ | (64,427 | ) | ||||||
Other comprehensive income (loss)
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||||||||||||||||||||
Foreign currency translation adjustments
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77 | (165 | ) | (182 | ) | 67 | (273 | ) | ||||||||||||
Comprehensive income (loss)
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$ | (5,127 | ) | $ | (1,084 | ) | $ | (39,638 | ) | $ | 788 | $ | (64,700 | ) | ||||||
Net Income (Loss) Per Share – Basic and Diluted
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$ | (0.00 | ) | $ | (0.00 | ) | $ | (0.00 | ) | $ | 0.00 | n/a | ||||||||
Weighted Average Shares Outstanding
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750,000,000 | 225,000,000 | 225,000,000 | 225,000,000 | n/a |
Six Months Ended
July 31,
2013
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Six Months
Ended
July 31,
2012
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Period from
January 6, 2011
(Date of Inception)
to July 31,
2013
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||||||||||
Operating Activities
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||||||||||||
Net income (loss) for the period
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$ | (39,456 | ) | $ | 721 | $ | (64,427 | ) | ||||
Adjustments to reconcile ne income (loss) to net cash used in operating activities:
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||||||||||||
Changes in operating assets and liabilities:
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||||||||||||
Accounts receivable
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1,641 | (2,799 | ) | (1,217 | ) | |||||||
Accrued liabilities
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(2,796 | ) | 5,890 | 6,522 | ||||||||
Income tax payable
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- | 1,793 | - | |||||||||
Amount due to related parties
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- | - | 12 | |||||||||
Deferred revenue
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- | (1,246 | ) | - | ||||||||
Net Cash Provided By (Used in) Operating Activities
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(40,611 | ) | 4,359 | (59,110 | ) | |||||||
Financing Activities
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Proceeds from issuance of common stock
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- | - | 125,000 | |||||||||
Net Cash Provided by Financing Activities
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- | - | 125,000 | |||||||||
Effect of Exchange Rate Changes
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(182 | ) | 67 | (273 | ) | |||||||
Net Increase in Cash
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(40,793 | ) | 4,426 | 65,617 | ||||||||
Cash, Beginning of Period
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106,410 | 82,133 | - | |||||||||
Cash, End of Period
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$ | 65,617 | $ | 86,559 | $ | 65,617 | ||||||
Supplemental Disclosures
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Interest paid
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$ | - | $ | - | $ | – | ||||||
Income taxes paid
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- | - | – |
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a)
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On June 13, 2011, the Company issued 6,000,000 common shares at $0.01 per share for proceeds of $60,000.
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b)
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On December 15, 2011, the Company issued 1,500,000 shares of common stock at $0.01 per share for proceeds of $15,000.
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c)
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On January 19, 2013, the Company issued 2,500,000 shares of common stock at $0.02 per share for proceeds of $50,000.
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Exhibit
Number
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Description
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31.1
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Certification of Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
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32.1*
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Certification of Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
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101.INS **
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XBRL Instance Document
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101.SCH **
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XBRL Taxonomy Schema
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101.CAL **
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XBRL Taxonomy Calculation Linkbase
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101.DEF **
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XBRL Taxonomy Definition Linkbase
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101.LAB **
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XBRL Taxonomy Label Linkbase
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101.PRE **
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XBRL Taxonomy Presentation Linkbase
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GAWK INCORPORATED
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Date: September 20, 2013
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By:
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/s/ Scott Kettle |
Scott Kettle | ||
President, Chief Executive Officer, | ||
Secretary, Treasurer, and Chief Financial Officer. | ||
(Duly Authorized, Principal Executive Officer and Principal Financial Officer)
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a)
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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 quarterly report is being prepared;
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b)
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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;
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c)
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evaluated the effectiveness of the registrant’s disclosure controls 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 evaluation;
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d)
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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 (the registrant’s fourth fiscal quarter in the case of an quarterly report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting;
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a)
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all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
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b)
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any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls over financial reporting.
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Date: September 20, 2013
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By:
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/s/ Scott Kettle
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Scott Kettle
President, Chief Executive Officer, Secretary, Treasurer and Chief Financial Officer
(Principal Executive Officer and
Principal Financial Officer)
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(1)
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The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
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(2)
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The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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Date: September 20, 2013
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By:
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/s/ Scott Kettle
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Scott Kettle
President, Chief Executive Officer, Secretary, Treasurer and Chief Financial Officer
(Principal Executive Officer and
Principal Financial Officer)
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Statement of Operations (Unaudited) (USD $)
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3 Months Ended | 6 Months Ended | 31 Months Ended | ||
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Jul. 31, 2013
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Jul. 31, 2012
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Jul. 31, 2013
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Jul. 31, 2012
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Jul. 31, 2013
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Statement Of Operations and Comprehensive Income (Loss) [Abstract] | |||||
Revenue | $ 4,738 | $ 1,572 | $ 10,269 | $ 38,188 | |
Expenses | |||||
General and administrative | 5,204 | 4,776 | 41,028 | 7,755 | 102,615 |
Net Income (loss) Before Provision for Income Taxes | (5,204) | (38) | (39,456) | 2,514 | (64,427) |
Provision for Income Taxes | (881) | (1,793) | |||
Net Income (loss) | (5,204) | (919) | (39,456) | 721 | (64,427) |
Comprehensive Income: | |||||
Net income (loss) | (5,204) | (919) | (39,456) | 721 | (64,427) |
Other comprehensive income (loss) | |||||
Foreign currency translation adjustments | 77 | (165) | (182) | 67 | (273) |
Comprehensive income (loss) | $ (5,127) | $ (1,084) | $ (39,638) | $ 788 | $ (64,700) |
Net Income (Loss) Per Share - Basic and Diluted | $ 0.00 | $ 0.00 | $ 0.00 | $ 0.00 | |
Weighted Average Shares Outstanding | 750,000,000 | 225,000,000 | 225,000,000 | 225,000,000 |
Related Party Transactions (Details) (USD $)
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Jul. 31, 2013
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Jan. 31, 2013
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Related Party Transactions (Textual) | ||
Amounts due to related parties | $ 12 | $ 12 |
Nature of Operations and Continuance of Business
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6 Months Ended |
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Jul. 31, 2013
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Nature Of Operations and Continuance Of Business [Abstract] | |
Nature of Operations and Continuance of Business | 1. Nature of Operations and Continuance of Business
Media Mechanics, Inc. (the “Company”) was incorporated in the state of Nevada on January 6, 2011. The Company has been in the Development stage since inception. |
Common Stock
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6 Months Ended | |||||||||
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Jul. 31, 2013
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Equity [Abstract] | ||||||||||
Common Stock | 3. Common Stock
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Common Stock (Details) (USD $)
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1 Months Ended | ||
---|---|---|---|
Jan. 31, 2013
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Dec. 31, 2011
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Jun. 30, 2011
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Common Stock (Textual) | |||
Common shares issued | 2,500,000 | 1,500,000 | 6,000,000 |
Per share value of common shares issued | $ 0.02 | $ 0.01 | $ 0.01 |
Proceeds from shares issued | $ 50,000 | $ 15,000 | $ 60,000 |
Subsequent Event
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6 Months Ended |
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Jul. 31, 2013
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Subsequent Events [Abstract] | |
Subsequent Events | 4. Subsequent Event
On August 22, 2013, the Company affected a forward split of 30 shares for each one share outstanding as of August 22, 2013, where each stockholder will receive 30 additional shares for each share owned as of the record date. All share amounts in this report have been adjusted to reflect this forward split.
On August 13, 2013, Media Mechanics, Inc. (the “Company”), Scott Kettle (the “Purchaser”), Matthew Zipchen and Violetta Pioro (together with Matthew Zipchen, the “Sellers”) closed on a stock purchase agreement, dated July 31, 2013 (the “Stock Purchase Agreement”), whereby the Purchaser purchased from the Sellers, 7,500,000 shares of common stock, par value $0.001 per share, of the Company (the “Shares”), representing approximately 75% of the issued and outstanding shares of the Company, for an aggregate purchase price of $250,000 (the “Purchase Price”) (the “Stock Purchase”). Prior to the closing of the Stock Purchase Agreement, the Sellers were our majority shareholders, Matthew Zipchen was our President, Chief Executive Officer, Secretary, Treasurer, Chief Financial Officer, and member of the board of directors of the Company (the “Board”), and Violetta Pioro was our Vice President and member of the Board.
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).
In connection with the Stock Purchase Agreement, on July 31, 2012, Matthew Zipchen submitted to the Company a resignation letter pursuant to which he resigned from her positions as President, Chief Executive Officer, Secretary, Treasurer, Chief Financial Officer, and member of the Board upon closing of the Stock Purchase. Mr. Zipchen’s resignation was not a result of any disagreements relating to the Company’s operations, policies or practices.
On the same day, Violetta Pioro submitted to the Company a resignation letter pursuant to which she resigned from her position as Vice President and member of the Board upon closing of the Stock Purchase. Ms. Pioro’s resignation was not a result of any disagreements relating to the Company’s operations, policies or practices. |
Balance Sheets (Unaudited) (Parenthetical) (USD $)
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Jul. 31, 2013
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Jan. 31, 2013
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---|---|---|
Balance Sheets [Abstract] | ||
Preferred stock, shares authorized | 100,000,000 | 100,000,000 |
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares issued | ||
Preferred stock, shares outstanding | ||
Common stock, shares authorized | 750,000,000 | 750,000,000 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares issued | 300,000,000 | 300,000,000 |
Common stock, shares outstanding | 300,000,000 | 300,000,000 |
Statement of Cash Flows (Unaudited) (USD $)
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6 Months Ended | 31 Months Ended | |
---|---|---|---|
Jul. 31, 2013
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Jul. 31, 2012
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Jul. 31, 2013
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|
Operating Activities | |||
Net income (loss) for the period | $ (39,456) | $ 721 | $ (64,427) |
Changes in operating assets and liabilities: | |||
Accounts receivable | 1,641 | (2,799) | (1,217) |
Accrued liabilities | (2,796) | 5,890 | 6,522 |
Income tax payable | 1,793 | ||
Amount due to related parties | 12 | ||
Deferred revenue | (1,246) | ||
Net Cash Provided By (Used in) Operating Activities | (40,611) | 4,359 | (59,110) |
Financing Activities | |||
Proceeds from issuance of common stock | 125,000 | ||
Net Cash Provided by Financing Activities | 125,000 | ||
Effect of Exchange Rate Changes | (182) | 67 | (273) |
Net Increase in Cash | (40,793) | 4,426 | 65,617 |
Cash, Beginning of Period | 106,410 | 82,133 | |
Cash, End of Period | 65,617 | 86,559 | 65,617 |
Supplemental Disclosures | |||
Interest paid | |||
Income taxes paid |
Balance Sheets (Unaudited) (USD $)
|
Jul. 31, 2013
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Jan. 31, 2013
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---|---|---|
Current Assets | ||
Cash | $ 65,617 | $ 106,410 |
Accounts Receivable | 1,217 | 2,858 |
Total Current Assets | 66,834 | 109,268 |
Current Liabilities | ||
Accrued Liabilities | 6,522 | 9,318 |
Due to related parties | 12 | 12 |
Total Current Liabilities | 6,534 | 9,330 |
Stockholders’ Equity | ||
Preferred stock Authorized: 100,000,000 shares, par value $0.001 No shares issued and outstanding | ||
Common stock Authorized: 750,000,000 shares, par value $0.001 300,000,000 shares issued and outstanding , respectively | 300,000 | 300,000 |
Additional paid-in capital | (175,000) | (175,000) |
Accumulated other comprehensive loss | (273) | (91) |
Accumulated deficit during the Development stage | (64,427) | (24,971) |
Total Stockholders’ Equity | 60,300 | 99,938 |
Total Liabilities and Stockholders’ Equity | $ 66,834 | $ 109,268 |
Subsequent Event (Details) (USD $)
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1 Months Ended | |||
---|---|---|---|---|
Jul. 31, 2013
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Jan. 31, 2013
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Aug. 30, 2013
Subsequent Event [Member]
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Aug. 13, 2013
Subsequent Event [Member]
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Subsequent Event [Line Items] | ||||
Description of forward stock split | On August 22, 2013, the Company affected a forward split of 30 shares for each one share outstanding as of August 22, 2013, where each stockholder will receive 30 additional shares for each share owned as of the record date. | |||
Common stock, shares purchased | 7,500,000 | |||
Common stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | |
Percentage of shares issued and outstanding | 75.00% | |||
Aggregate purchase price of shares | $ 250,000 |
Related Party Transactions
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6 Months Ended |
---|---|
Jul. 31, 2013
|
|
Related Party Transactions [Abstract] | |
Related Party Transactions | 2. Related Party Transactions
From time to time the Company borrows money from its directors. For the period ended July 31, 2013 and January 31, 2013, the total amounts due to related parties are $12 and $12, respectively. These advances from the directors bear no interest and they are due on demand. |
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Document and Entity Information
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6 Months Ended | |
---|---|---|
Jul. 31, 2013
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Sep. 19, 2013
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Document and Entity Information [Abstract] | ||
Entity Registrant Name | Gawk Inc. | |
Entity Central Index Key | 0001546392 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --01-31 | |
Document Type | 10-Q | |
Document Period End Date | Jul. 31, 2013 | |
Document Fiscal Year Focus | 2014 | |
Document Fiscal Period Focus | Q2 | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 300,000,000 |