10-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C.20549

FORM 10-K

x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES

EXCHANGE ACT OF 1934

For the Fiscal Year Ended January 31, 2014

OR

oTRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES

EXCHANGE ACT OF 1934

For the transition period from N/A to N/A

Commission File Number:  333-180611

Gawk, Incorporated

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

(Formerly Media Mechanics, Inc.)

Nevada	33-1220317
State of Incorporation	IRS Employer Identification No.

5300 Melrose Avenue, Suite 42

Los Angeles, CA  90038

(Address of principal executive offices)

 (888) 754-6190

(Issuer’s telephone number)

Securities registered under Section 12(b) of the Exchange Act:

None

Securities registered under Section 12(g) of the Exchange Act:

Common Stock, $0.01 par value per share

(Title of Class)

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

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. o Yes   x No

Indicate by check mark whether the registrant (1) has filed all reports required to be filed 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 o No x

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, 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 o No x   

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K  (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. o

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 definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer	¨	Accelerated filer	¨
Non–Accelerated filer	¨	Small reporting company	x

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

Aggregate market value of the voting stock held by non-affiliates: $147,000,000 as based on the closing price of the stock on July 11, 2014.  The voting stock held by non-affiliates on that date consisted of 75,000,000 shares of common stock.

Documents Incorporated by Reference: None

Gawk, Incorporated

FORM 10-K ANNUAL REPORT

FOR THE FISCAL YEAR ENDED JANUARY 31, 2014 and 2013

TABLE OF CONTENTS

PART I
ITEM 1.	BUSINESS	4
ITEM 1A.	RISK FACTORS	8
ITEM 1B.	UNRESOLVED STAFF COMMENTS	8
ITEM 2.	PROPERTIES	9
ITEM 3.	LEGAL PROCEEDINGS	9
ITEM 4.	REMOVED AND RESERVED	9
PART II
ITEM 5.	MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES	9
ITEM 6.	SELECTED FINANCIAL DATA	12
ITEM 7.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	12
ITEM 7A.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	16
ITEM 8.	CONSOLIDATED FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA	17-35
ITEM 9.	CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE	35
ITEM 9A.	CONTROLS AND PROCEDURES	36
ITEM 9B.	OTHER INFORMATION	38
PART III
ITEM 10.	DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE	39
ITEM 11.	EXECUTIVE COMPENSATION	44
ITEM 12.	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS	48
ITEM 13.	CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE	51
ITEM 14.	PRINCIPAL ACCOUNTANT FEES AND SERVICES	52
PART IV
ITEM 15.	EXHIBITS AND FINANCIAL STATEMENT SCHEDULES	53
	SIGNATURES	54
CERTIFICATIONS
Exhibit 31 – Management certifications
Exhibit 32 – Sarbanes-Oxley Act

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Special Note Regarding Forward-Looking Statements

Some of our statements under "Business," "Properties," "Legal Proceedings," "Management's Discussion and Analysis of Financial Condition and Results of Operations,"" the Notes to Financial Statements and elsewhere in this report constitute "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These statements are subject to certain events, risks and uncertainties that may be outside our control. Some of these forward-looking statements include statements of:

· management's plans, objectives and budgets for its future operations and future economic performance;

· capital budget and future capital requirements;

· meeting future capital needs;

· realization of any deferred tax assets;

· the level of future expenditures;

· impact of recent accounting pronouncements;

· the outcome of regulatory and litigation matters;

· the assumptions described in this report underlying such forward-looking statements; and

· Actual results and developments may materially differ from those expressed in or implied by such statements due to a number of factors, including:  

o those described in the context of such forward-looking statements;

o future service  costs;

o changes in our incentive plans;

o the markets of our domestic operations;

o the impact of competitive products and pricing;

o the political, social and economic climate in which we conduct operations; and

o the risk factors described in other documents and reports filed with the Securities and Exchange Commission.

In some cases, forward-looking statements are identified by terminology such as "may," "will," "should," "could," "would," "expects," "plans," "intends," "anticipates," "believes," "estimates," "approximates," "predicts," "potential" or "continue" or the negative of such terms and other comparable terminology.

Although we believe that the expectations reflected in these forward-looking statements are reasonable, it cannot guarantee future results, levels of activity, performance or achievements. Moreover, neither we nor anyone else assumes responsibility for the accuracy and completeness of such statements and is under no duty to update any of the forward-looking statements after the date of this report.

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PART I

ITEM 1.  BUSINESS.

General

The financial statements presented in this report are of Gawk, Inc., a Nevada corporation. When the terms “Gawk”, the “Company,” “we,” “us” or “our” are used in this document, those terms refer to Gawk, Inc.

Our Company

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 our telephone number is 888-754-6190.  We have a January 31 fiscal year end. Our objective is to enhance current search engine optimization services by developing software that will offer clients a web-based interface to access software tools to automate and manage a client’s backlinks and potentially other aspects of the website search engine optimization (SEO) process. The sale of varying levels of the shares offered will affect the operations and activities contemplated below. After the completion of the offering, management will determine how to best allocate the proceeds received.

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 received 30 additional shares for each share owned as of the record date. All share amounts in this report have been retroactively adjusted for all periods presented to reflect this forward split.

On August 13, 2013, Gawk, 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.

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Item 1.  Description of Business

Gawk Incorporated

“Gawk” is a fully self-service global digital distribution platform with an innovative and highly interactive social network for use by any device able to connect to the internet.  The site is primarily focused on filmed content but it has the capability and direction to fulfill all forms of digital media including but not limited to movies, documentaries, TV shows, music videos, vlogs, music, digital books, digital shorts, social networking videos and video game entertainment.

Software Development

In December 2013, GAWK launched a beta program proving the GAWK technology.  The beta is complete and GAWK will close the beta program to focus all efforts to prepare for launch of the following platforms: "Gawk Premium" in Q4 2014, "Gawk Channels" and "Gawk Services". GAWK.COM will soon be updated reflecting this.

"GAWK Premium" is the premiere destination for consumers to enjoy stellar content from major studios, networks, and choice independent creators.  Consumers may acquire content "a la cart" or through a premium subscription.  It is anticipated that "GAWK Premium" will launch supporting all major established platforms including: Windows & Mac OS Operating Systems, iPhone, iPad, Latest Android Devices, Smart TV's, integrated devices, and AppleTV.

"GAWK Channels" will offer a completely refreshing viewing experience engineered specifically for users to enjoy, discover, and learn while offering content creators the opportunity to participate with the global community in the unique social platform.

"GAWK Services" is a B2B solution which is the foundation of GAWK.  GAWK is currently in negotiations with various strategic partnerships to utilize "GAWK Services" to power 3rd party websites and mobile applications.

The Market and Industry

Gawk provides the flexibility that independent filmmakers need to compete in the distribution market.   Gawk is the innovation that major studios need to cater to the demands of consumer providing new methods to capitalize on their investment by being to release on 500m screens instead of 5000.   All the while with a social network which allows the independent filmmakers, the major studios, and the consumers to all thrive together

Netflix, iTunes and YouTube are the largest online media platforms of today.  These platforms fill specific needs for consumers but are still falling short of providing exactly what consumers want, when they want it, and at a price they want.  Their existing business models and platforms were created to keep up with the consumers demand for online streaming content due to the advent of high-speed Internet connectivity in homes across the globe.

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The entertainment industry is among the last to embrace the digital revolution.  Decades have passed and the industry is still depending on a closed distribution system, providing a “controlled strategy” to recoup the millions (and now billions) of dollars spent each year facilitating the creation of new content.  The success of the closed distribution system depends on denying consumers freedoms on how to consume this content as technological advancements continued through our history.  Fortunately for the world, entertainment professionals and technology experts have finally shaken hands and created the future; gawk.

The entertainment industry continually attempts to stop technological advancements denying consumers the freedom to consume content in the ways in which they desire to consume it.  As early as 1975, VCRs began making their way into homes of America.  The head of the MPAA, Jack Valenti, confronted the US Congress, demanding to suppress the VCR, likening its effect on the film industry to the “Boston strangler” with the following statement (as recorded by Congress records), “I say to you that the VCR is to the American film producer and the American public as the Boston strangler is to the woman home alone.”  Fortunately for the film industry, the MPAA failed.  The VCR created “Home Video”, becoming a major income source for the film industry.  Recently, the Association of Theatre Owners have expressed the same sentiment toward online distribution sites such as Netflix.  The theater owners will suffer the same as did the MPAA in 1975.  The advancement of technology will not be slowed down if the American public continues to embrace it.

Netflix started out as a home DVD mail-service subscription based company; shipping DVDs to consumers directly to their homes instead of going to a Blockbuster to rent a movie.  Even with such a simple service it was still impossible to get exactly the movie you wanted to watch, when you wanted it, and for the price you wanted.  Consumers paid a monthly subscription fee for this service, but it was like Russian roulette to get the movie you wanted.  If Netflix’ demand for a specific title exceeded their physical copies they would send another title they thought you would like.  Sometimes it could take weeks or months to get the big title you wanted to watch.  Over time, consumers were not satisfied with this offering.

Netflix, trying to fight this problem began their online streaming platform.  To stream titles online Netflix would need to obtain digital distribution rights with content owners by either getting the rights for free or paying a nominal licensing fee to the content owner.  While major studios saw the platform as competition that would dissolve their thriving “Home Video” business model, independent filmmakers embraced it as it offered an additional channel for their art.  Launching the platform full of independent content Netflix’ streaming service was born.

Netflix over time has secured much more studio content, but is still plagued with lacking major titles and premium content.  Initially responsible for the success of the platform, independent film makers are now being neglected.  As Netflix chief content officer Ted Sarandos explained at the 2013 Film Independent Forum, Netflix has grown so big that dealing with independents is too difficult as they require one-off licensing deals, dealing with major studios is much easier to obtain the content for their platform to keep them successful.  This has created a tremendous void in the independent market. An independent market that created in just the last few years Academy Award winning films like Crash, The Artist,  The King’s Speech and massively commercial appealing films like,  My Big Fat Greek Wedding, Napoleon Dynamite and Little Miss Sunshine.  These films need outlets.

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ITunes is plagued by the opposite problem.  They started with dealing with the major studios, the platform is a fantastic place for studios to have their premium content and sell it for top dollar.  To purchase a movie on iTunes it costs $14.99, to rent it costs around $3.99.  This helps keep the prices competitive with their physical distribution channels to not upset the market.  For independent film makers this platform is riddled with problems.  To put a movie on iTunes it costs the content creator around $500.00 to encode the movie for distribution.  Once it is online, the movie has a set sell price, the same price as a major studio title, $14.99.  They cannot set the price to be a reasonable price and Indies cannot compete with Studio marketing.  This impedes adventurous consumers from exploring titles by filmmakers that they don’t know anything about.  The cost of exploring new content is too great.  This leaves independent filmmakers completely without ability to leverage this platform to sell their content to consumers.

YouTube is a simple platform to understand.  Free content surviving on nominal ad revenue popping up in every which way, even most of the time blocking sections of the content on the screen to get the attention of the viewer.  There are artists who have mastered the art of leveraging YouTube to create careers and even sustainable income.  Over hundreds of millions of views, they are able to maintain roughly $10,000 per month.  Those accomplishing this task are very few as it is a mammoth undertaking and shot-in-the-dark at being able to obtain the millions of subscribers on your YouTube channel to maintain this type of traffic.

All of the above mentioned digital platform strategies have been combined and the site that will house them in a more streamlined package is Gawk.  Part Netflix, part iTunes, part YouTube and some new advanced monetizing technologies, Gawk will give consumers the opportunity to have real video on demand while having a shared internet experience and allow the consumer to digitally socialize while doing so.  All the while giving the business of the platform the ability to create revenue not just monthly but with each view, click and upsell potential on par with Amazon.com and Wal-Mart.  Gawk is where art and commerce will intersect on the information highway creating a company that reward its content creators as the creators reward Gawk for allowing them to do so.

Industry

The U.S. entertainment and media market generated $479.23 billion in 2012, representing 29.2 percent of the worldwide revenue of nearly $1.639 trillion.  In 2017, the U.S. is expected to account for $632.09 billion, or 29.4 percent of the worldwide total of more than $2.152 trillion, according to PricewaterhouseCoopers in its 2013-2017 Global Entertainment and Media Outlook.

The biggest growth in media consumer consumption will come from "over the top" streaming services like Gawk, Netflix, Hulu and Amazon.com. In 2013, OTT will generate $6.569 billion in revenue; in 2017, it's projected to reach $17.438 billion, representing growth of 27.2 percent annually.See http://m.hollywoodreporter.com/entry/view/id/172997

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Competition

The “over the top” streaming services are expanding rapidly but currently the major players are Netflix, Hulu and Amazon.com. 

Netflix is the world’s leading Internet television network with over 48 million members in more than 40 countries enjoying more than one billion hours of TV shows and movies per month, including original series. For one low monthly price, Netflix members can watch as much as they want, anytime, anywhere, on nearly any Internet-connected screen. Members can play, pause and resume watching, all without commercials or commitments.

Regulation    

As this sector is expanding rapidly and still being defined the regulation is handled internally and not by an external agency.  Gawk is leveraging industry standard DRM (“digital rights management”) to protect the content according to the desires of the major studios and content owners.  Distribution rights for content is also to be handled leveraging GeoFencing practices to insure content is available strictly to the available regions according to the distribution rights. 

Personnel

As of the date of this report, we have five full-time employees.

WHERE YOU CAN FIND MORE INFORMATION

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

ITEM 1A.  RISK FACTORS

This information is not required for small reporting companies.

ITEM 1B.  UNRESOLVED STAFF COMMENTS

This Item is not applicable.

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ITEM 2.  PROPERTIES

Starting in September 2013, the Company rents office space at 5300 Melrose Avenue, Suite 42, Los Angeles, CA  90038. The Company pays $100 per month in rent on a month to month basis.

ITEM 3.  LEGAL PROCEEDINGS

On June 17, 2014 a verified complaint was filed in Maricopa County, Arizona being case number CV 2014-008511 against the Company by an investor known as Doyle Knudson. A temporary restraining order preventing the company from using any of the funds invested by Knudson was entered on the date of filing.  The complaint alleges fraud by the Company and its CEO in that Knudson allegedly was misinformed by the Company as to the use of the funds he invested.  The Company denies the allegations and will vigorously defend this frivolous claim and possibly file a counterclaim against the Plaintiff.

The temporary restraining order has prevented the use of its cash thereby preventing the Company from operating. In order to continue to operate and protect the Company and its shareholders, the Company may have to file for protection under Chapter 11 of the United States Bankruptcy Code unless this matter is quickly resolved and dismissed.

The parties are in serious negotiations to settle this matter.

ITEM 4.  REMOVED AND RESERVED

PART II

ITEM 5.  MARKET FOR REGISTANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Gawk’s common stock is traded in the over-the-counter market, and quoted in the National Association of Securities Dealers Inter-dealer Quotation System (“Electronic Bulletin Board) and can be accessed on the Internet at OTCmarkets.com under the symbol “GAWK.” There are 297 holders of certificates and 152,000,000 are outstanding and 77,000,000 are restricted shares.  There are no shares held by Depository Trust Company.

At January 31, 2014, there were 302,000,000 shares of common stock of Gawk outstanding and there were in excess of 297 shareholders of record of the Company’s common stock.

The following table sets forth for the periods indicated the high and low bid quotations for Gawk’s common stock.  These quotations represent inter-dealer quotations, without adjustment for retail markup, markdown or commission and may not represent actual transactions.

Periods	High		Low
Fiscal Year 2014
First Quarter (February – April  2013)	$	0.0	$	0.0
Second Quarter (May  – July 2013)	$	0.0	$	0.0
Third Quarter (August - October 2013)	$	0.0	$	1.00
Fourth Quarter (November – January  2014)	$	0.04	$	0.02
Fiscal Year 2013
First Quarter (February – April  2012)	$	0.0	$	0.0
Second Quarter (May  – July 2012)	$	0.0	$	0.0
Third Quarter (August - October 2012)	$	0.0	$	0.0
Fourth Quarter (November – January  2013)	$	8.50	$	7.00

On June 24, 2014, the closing bid price of our common stock was $0.10.

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Dividends

We may never pay any dividends to our shareholders. We did not declare any dividends for the year ended January 31, 2014. Our Board of Directors does not intend to distribute dividends in the near future. The declaration, payment and amount of any future dividends will be made at the discretion of the Board of Directors, and will depend upon, among other things, the results of our operations, cash flows and financial condition, operating and capital requirements, and other factors as the Board of Directors considers relevant. There is no assurance that future dividends will be paid, and if dividends are paid, there is no assurance with respect to the amount of any such dividend.

Transfer Agent

Gawk’s Transfer Agent and Registrar for the common stock is V Stock Transfer LLC, 77 Spruce Street, Suite 201, Cedarhurst, NY  11516, 646-536-3179, info@vstocktransfer.com.

Recent sales of Unregistered Securities

Fiscal Year Ending January 31, 2014 to the date of filing

In October 2013, the Company issued 2,000,000 shares of common stock for services valued at the trading price of the stock at $40,000.

From November 2013 through January 31, 2014 the Company issued 1,028,000 of Series B Preferred stock for $1,028,000.  On June 18, 2014 the Company rescinded this transaction as Mr. John Hermansen refused to deliver the Preferred Series B warrants therefore the Company will issue common stock in lieu of issuing Convertible Preferred Series B shares.  The Company intends to issue common stock at 125% of the value of the stock (See Note 5 - Rescinded Asset Acquisition).

On November 14, 2013 the Company issued 20 Series C Preferred Stock for the purchase of the assets of Poker Junkies, LLC.  On June 18, 2014 the Company rescinded this transaction for the failure of Mr. Hermansen to deliver the assets purchased (See Note 5 - Rescinded Asset Acquisition).

On December 31, 2013 the Company issued 18 Series C Preferred Stock for the purchase of the assets of High Profile Distribution, LLC. .  On June 18, 2014 the Company rescinded this transaction for the failure of Mr. Callahan to deliver the assets purchased (See Note 5 - Rescinded Asset Acquisition).  

Fiscal Year Ended January 31, 2013

During the year ended January 31, 2014, the Company issued 75,000,000 shares of common stock for $50,000 in net cash proceeds

Common Stock

On November 14, 2013, the Company amended its articles of incorporation to increase the authorized shares to 650,000,000 shares, at $0.01 par value.  There were 302,000,000 shares issued and outstanding as of January 31, 2014.  The holders of our common stock are entitled to receive such dividends, if any, as may be declared by our board of directors from time to time out of legally available funds. The dividend rights of our common stock are junior to any preferential dividend rights of any outstanding shares of preferred stock. The holders of our common stock also are entitled to receive distributions upon our liquidation, dissolution or winding up of our assets that are legally available for distribution, after payment of all debt and other liabilities and distribution in full of preferential amounts, if any, to be distributed to holders of our preferred stock.

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The holders of our common stock are not entitled to preemptive, subscription, redemption or conversion rights. The rights, preferences and privileges of holders of our common stock are subject to, and may be adversely affected by, the rights of any series of preferred stock that we may designate and issue in the future.

Preferred Stock

Series A Preferred Stock

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

Series B Convertible Preferred Stock

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

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

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

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Series C Convertible Preferred Stock

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

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

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

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

Warrants and Options

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

ITEM 6.  SELECTED FINANCIAL DATA

This is not required for smaller reporting companies and the company has elected to omit this information.

ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following is management’s discussion and analysis of certain significant factors that have affected our financial position and operating results during the periods included in the accompanying financial statements, as well as information relating to the plans of our current management. This report includes forward-looking statements. Undue reliance should not be placed on these forward-looking statements which speak only as of the date hereof. We undertake no obligation to update these forward-looking statements.

The following discussion and analysis should be read in conjunction with our financial statements and the related notes thereto and other financial information contained elsewhere in this Form 10-K.

Overview

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

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The Future of Gawk

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 and 3,000,000 common shares of Cloud through a consulting agreement with Gawk, Inc. 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.

CipherLoc™ is the first truly Polymorphic Cipher Engine that can be used in commercial, security sensitive applications and is far more secure than any cipher by itself. This PKPA Engine eliminates replay attacks because the cipher morphs quickly over time. It also rejects data access and injection, false commands, and data alteration. All such methods are keys to cyber intrusion, spoofing, and electronic attacks. CipherLoc™ is one facet of a layered defense in depth protection plan for any organization. Cost effective and easy to use, the CipherLoc™ Polymorphic Cipher Engine provides an electronic gate that restricts access to vital assets, production facilities, and distribution systems that comprise the backbone of today’s electronics based organizations.

A polymorphic cipher has the ability to change an encryption to another method of encryption or key on the fly and is more commonly known as a “mutating” cipher. Polymorphic ciphers are a revolutionary idea based on the information content in a message rather than the difficulty of the key. Using advanced set theory and information theory, this encryption method does not rely exclusively on large keys and complicated permutation/obscuring techniques. This makes the algorithm faster, thus, allowing cipher changes to occur VERY quickly, and requires less memory than other encryptions. Polymorphic changes take place at a rate no slower than the effective “unicity distance” (that certain amount of information needed in order to decrypt an encrypted message) of the cipher, more frequently than enough information can be collected to break the code. Most other ciphers are easily broken as hardware gets faster because it is easier to check all possible keys in the cipher key space. However, if a polymorphic cipher is implemented properly, the speed of the encryption will increase as the hardware gets faster. Thus, unlike other ciphers, this type of software becomes safer as computers get faster.

13

Fiscal Year Ended January 31, 2014, Compared to Fiscal Year Ended January 31, 2013

RESULTS OF OPERATIONS

Revenue decreased to $1,572 from $22,684 for the years ended January 31, 2014 and 2013, respectively.  We changed management and changed the focus to a software and content development Company.

General and administrative expenses increased to $423,950 from $52,985 for the years ended January 31, 2014 and 2013, respectively.  The increase in general and administrative expenses are primarily related to the salaries of management of $40,000, legal expenses of $37,407, consulting of $69,495, accounting expenses of $29,458, and other expenses of $72,006.

Research and development costs increased to $328,194 from $0.00 for the years ended January 31, 2014 and 2013, respectively.  Our research and development increase is related to updates to our software and development of our software platform.

Related party transactions increased to $129,364 from $0.00 for the years ended January 31, 2014 and 2013, respectively.  Our related party transactions increased because of funds that prior managed disbursed to themselves for legal of $30,000, consulting fees of $79,364, and $20,000 to a talent agency of our prior CEO Mr. Mars Callahan and CCO Mr. John Hermansen.

Impairment of assets increased to $622,000 from $0.00 for the years ended January 31, 2014 and 2013, respectively.  Our impairment increase from the impairment of two acquisitions that was impaired because the parties never delivered the content to us in accordance with our agreement (See Note 5 - Rescinded Asset Acquisition).

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 January 31, 2014 of $1,526,907 and need additional cash flows to maintain our operations. We depend on the continued need to raise financing to finance our operations and need to obtain additional funding sources to explore potential strategic relationships and to provide capital and other resources for the further development and marketing of our products and business.  We expect our cash needs for the next 12 months to be $450,000 to fund our operations and further $350,000 to development of our website platform.  The ability of the Company to continue its operations is dependent on the successful execution of management’s plans, which include expectations of raiding debt or equity based capital until such time that funds from operations are sufficient to fund working capital requirements.  The Company may need to incur additional liabilities with related parties to sustain the Company’s existence. There is no assurance that such funding, if required will be available to us or, if available, will be available upon terms favorable to us.

14

Cash flows from operations. Our cash (used in) provided by operating activities were ($599,837) and ($25,798) for the years ended January 31, 2014 and 2013, respectively.  The increase in cash flows provided by operations was primarily attributable to the changes in operating assets and liabilities, the increase in impairment of assets from the failure of Mr. Callahan and Mr. Hermansen to deliver the content in accordance with the agreements with Poker Junkies and High Profile Distributions in the year ended January 31, 2014 as compared to the year ended January 31, 2013.

Cash flows from financing activities. Cash provided by financing activities were $1,527,988 and $50,000 for the years ended January 31, 2014 and 2013, respectively. We received cash from sales of our investment payable of common stock of $1,028,000 and proceeds from subscription payable and $0.00 for the years ended January 31, 2014 and 2013, respectively. We received cash from sales of our common stock of $50,000 for the years ended January 31, 2013.

The Company has an accumulated deficit at January 31, 2014 of $1,526,907 and needs additional cash to maintain its operations.

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.

15

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.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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

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ITEM 8.  FINANCIAL STATEMENTS

GAWK, INC.

TABLE OF CONTENTS	Page
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM		18
FINANCIAL STATEMENTS:
Balance Sheets at January 31, 2014 and 2013		19
Statements of Operations for the years ended January 31, 2014 and 2013		20
Statements of Stockholders’ Equity for the years ended January 31, 2014 and 2013		21
Statements of Cash Flows for the years ended January 31, 2014 and 2013		22
NOTES TO FINANCIAL STATEMENTS		23

17

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors of

Gawk, Inc.

Los Angeles, California

We have audited the accompanying consolidated balance sheets of Gawk, Inc. and subsidiary (collectively, the “Company”)  as of January 31, 2014 and 2013, and the related consolidated statements of operations, stockholders’ equity (deficit), and cash flows for the years then ended.  Gawk, Inc.’s management is responsible for these financial statements.  Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States).  Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.  The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.  Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.  Accordingly, we express no such opinion.  An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.  We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Gawk, Inc. and subsidiary as of January 31, 2014 and 2013, and the results of their operations and their cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.

The accompanying consolidated financial statements have been prepared assuming that Gawk, Inc.  will continue as a going concern.  As discussed in Note 3 to the financial statements, Gawk, Inc.  has suffered recurring losses from operations and has a net capital deficiency that raise substantial doubt about its ability to continue as a going concern.  Management’s plans in regard to these matters are also described in Note 3.  The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ Malone Bailey LLP                                                

Malone Bailey LLP

www.malonebailey.com

Houston, Texas

August 6, 2014

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GAWK INCORPORATED

CONSOLIDATED BALANCE SHEETS

	January 31,
	2014			2013
ASSETS:
CURRENT ASSETS
Cash	$	1,034,210		$	106,410
Accounts receivable		-			2,858
Total current assets		1,034,210			109,268
TOTAL ASSETS	$	1,034,210		$	109,268
LIABILITIES AND STOCKHOLDERS' DEFICIT:
CURRENT LIABILITIES:
Accounts payable and accrued liabilities	$	146,559		$	9,318
Subscription payable		150,000			-
Investor payable		1,378,000			-
Due to related party		100,000			12
TOTAL LIABILITIES		1,774,559			9,330
CONTINGENCIES AND COMMITMENTS		-			-
STOCKHOLDERS' DEFICIT:
A Preferred stock, $0.001 par value, 1,000 shares authorized; none  issued and outstanding		-			-
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; none  issued and outstanding		-			-
Common stock, $0.001 par value, 650,000,000 shares authorized; 302,000,000  and 300,000,000 issued and outstanding		302,000			300,000
Additional paid-in capital		485,000			(175,000	)
Accumulated other comprehensive loss		(442	)		(91	)
Accumlated deficit		(1,526,907	)		(24,971	)
TOTAL STOCKHOLDERS' DEFICIT		(740,349	)		99,938
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$	1,034,210		$	109,268

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

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GAWK INCORPORATED

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

	For the Years Ended
	January 31,
	2014			2013
REVENUE	$	1,572		$	22,684
OPERATING EXPENSES:
General and administrative		423,950			52,985
Research and development		328,194			-
Related party transactions		129,364			-
Impairment of assets		622,000			-
Total operating expenses		1,503,508			52,985
NET LOSS BEFORE TAXES		(1,501,936	)		(30,301	)
Provision for income taxes		-			1,847
NET LOSS	$	(1,501,936	)	$	(28,454	)
Comprehensive income (loss):
NET LOSS	$	(1,501,936	)	$	(28,454	)
Other comprehensive income (loss)
Foreign currency translation adjustments		(351	)		75
Total comprehensive income (loss)	$	(1,502,287	)	$	(28,379	)
NET LOSS PER COMMON SHARE:
Basic and diluted	$	(0.00	)	$	(0.00	)
Weighted average common shares outstanding, basic and diluted		300,783,562			229,508,190

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

20

GAWK INCORPORATED

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

FOR THE YEARS ENDED JANUARY 31, 2014, AND 2013

																					Accumulated
	A Preferred				B Preferred				C Preferred					Common				Additional			Other
	Stock				Stock				Stock					Stock				Paid-in			Comprehensive			Accumulated
	Shares		Amount		Shares		Amount		Shares			Amount		Shares		Amount		Capital			income			Deficit			Total
JANUARY 31, 2012		-	$	-		-	$	-		-		$	-		225,000,000	$	225,000	$	(150,000	)	$	(166	)	$	3,483		$	78,317
Common stock issue for cash		-		-		-		-		-			-		75,000,000		75,000		(25,000	)		-			-			50,000
Foreign currency translation		-		-		-		-		-			-		-		-		-			75			-			75
Net loss		-		-		-		-		-			-		-		-		-			-			(28,454	)		(28,454	)
JANUARY 31, 2013		-	$	-		-	$	-		-		$	-		300,000,000	$	300,000	$	(175,000	)	$	(91	)	$	(24,971	)	$	99,938
Common stock issued for services		-		-		-		-		-			-		2,000,000		2,000		38,000			-			-			40,000
C Preferred shares issued for acquisition of assets		-		-		-		-		38			-		-		-		622,000			-			-			622,000
C Preferred recinded		-		-		-		-		(38	)		-		-		-		-			-			-			-
Foreign currency translation		-		-		-		-		-			-		-		-		-			(351	)		-			(351	)
Net loss		-		-		-		-		-			-		-		-		-			-			(1,501,936	)		(1,501,936	)
JANUARY 31, 2014		-	$	-		-	$	-		-		$	-		302,000,000	$	302,000	$	485,000		$	(442	)	$	(1,526,907	)	$	(740,349	)

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

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GAWK INCORPORATED

CONSOLIDATED STATEMENTS OF CASH FLOWS

	Years ended
	January 31,
	2014			2013
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(1,501,936	)	$	(28,454	)
Adjustments to reconcile net loss to net cash used in operating activities:
Common stock issued for services		40,000			-
Impairment of assets		622,000			-
Changes in operating assets and liabilities:
Prepaid expenses and other current assets		2,858			(2,469	)
Accounts payable and accrued liabilities		137,241			9,318
Income tax payable		-			(1,847	)
Due to related party		100,000			(1,100	)
Deferred revenue		-			(1,246	)
Net cash used in operating activities		(599,837	)		(25,798	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds for subcription payable		150,000
Proceeds for investor payable		1,378,000			-
Repayment of advancaes from shareholders		(12	)
Proceeds from the sale of common stock		-			50,000
Net cash provided by financing activities		1,527,988			50,000
Effect of exchange rate changes		(351	)		75
INCREASE (DECREASE) IN CASH		927,800			24,277
CASH, BEGINNING OF PERIOD		106,410			82,133
CASH, END OF PERIOD	$	1,034,210		$	106,410
SUPPLEMENTAL CASH FLOW INFORMATION:
Interest paid	$	-		$	-
Income taxes paid	$	-		$	-
SUPPLEMENTAL DISCLOSURE OF NONCASH OPERATING AND FINANCING ACTIVITIES:
Preferred stock issued for acquisition of assets	$	622,000		$	-

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

22

GAWK, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED JANUARY 31, 2014 AND 2013

NOTE 1 - DESCRIPTION OF BUSINESS

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

NOTE 2 - BASIS OF PRESENTATION

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.

In managements’ opinion, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included.

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 an accumulated deficit at January 31, 2014 of $1,526,907 and needs additional cash to maintain its operations.

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.

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NOTE 4 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The Company prepares its financial statements in accordance with accounting principles generally accepted in the United States of America. Significant accounting policies are as follows:

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.  The Company’s most significant estimates relate to the valuation of its proprietary technology and the valuation of its common stock.

Cash and Cash Equivalents

The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents.  At January 31, 2014 and 2013, cash and cash equivalents include cash on hand and cash in the bank. The FDIC insures these deposits up to $250,000.

Long-Lived Assets

Long-lived assets are evaluated for impairment whenever events or changes in business circumstances indicate that the carrying amount of the assets may not be fully recoverable or that the useful lives of these assets are no longer appropriate. Each impairment test is based on a comparison of the undiscounted future cash flows to the recorded value of the asset. If impairment is indicated, the asset is written down to its estimated fair value.

24

Income Taxes

The Company utilizes the asset and liability method in accounting for income taxes. Under this method, deferred tax assets and liabilities are recognized for operating loss and tax credit carry-forwards and for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the year in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the results of operations in the period that includes the enactment date. A valuation allowance is recorded to reduce the carrying amounts of deferred tax assets unless it is more likely than not that the value of such assets will be realized.

The Company uses the two-step approach to recognizing and measuring uncertain tax positions. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates it is more likely than not, that the position will be sustained on audit, including resolution of related appeals or litigation processes, if any. The second step is to measure the tax benefit as the largest amount, which is more than 50% likely of being realized upon ultimate settlement. The Company considers many factors when evaluating and estimating the Company's tax positions and tax benefits, which may require periodic adjustments. At January 31, 2014, the Company did not record any liabilities for uncertain tax positions.

Research and Development and Software Development Costs

Capitalization of certain software development costs are recorded after the determination of technological feasibility. Based on our product development process, technological feasibility is determined upon the completion of a working model. To date, costs incurred by us from the completion of the working model to the point at which the product is ready for general release have been insignificant. Accordingly, we have charged all such costs to research and development expense in the period incurred.  Our research and development costs for the years ended January 31, 2014 and 2013 were $328,194 and $0.00, respectively.

Share-Based Compensation

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

Basic and Diluted Net Loss per Common Share

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

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

Concentration of Credit Risk

All of the Company’s cash and cash equivalents are maintained in regional and national financial institutions. The Company has exposure to credit risk to the extent that its cash and cash equivalents exceed amounts covered by the U.S. federal deposit insurance; however, the Company has not experienced any losses in such accounts. In management’s opinion, the capitalization and operating history of the financial institutions are such that the likelihood of material loss is remote.

Recent Accounting Pronouncements

In the year ended January 31, 2014, the Company has elected to early adopt Accounting Standards Update No. 2014-10, Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements. The adoption of this ASU allows the company to remove the inception to date information and all references to development stage.

NOTE 5 – RECINDED ASSET ACQUISTIONS

The following is a detail of software at January 31, 2014 and 2013:

		2014			2013
Poker Junkies Intangibles	$	238,000		$	-
High Profile Distribution Intangibles		384,000			-
Total intangible assets		622,000			-
Accumulated impairment of assets		(622,000	)		-
Total proprietary technology, net	$	-		$	-

Poker Junkies Production LLC

On November 14, 2013, Gawk Incorporated (the “Purchaser”), and Poker Junkies Production, LLC (the “Seller”) closed on an Asset Purchase Agreement, dated November 14, 2013 (the “Asset Purchase Agreement”), whereby the Purchaser purchased from the Seller, all rights, title and interest in and to the motion picture currently entitled “Poker Junkies”, together with all other literary material and other intellectual property relating thereto in consideration in exchange for the Purchaser’s issuance to the Seller of 20 Series C Preferred Shares representing $20,000,000 worth of the Company’s Common Stock upon conversion in accordance with the Company’s Amended and Restated Articles of Incorporation and its Certificate of Designation of Rights, Privileges, Preferences and Restrictions of Series C Convertible Preferred Stock (the “Issued Shares”), and a Warrant to purchase 8,000,000 of the Company’s Series B Preferred Shares (the “Warrant Shares”).  The Warrants were valued at $0.00 by and independent third party Certified Valuation Analyst.

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On December 30, 2013, the Board of Gawk Incorporated (the “Company”) modified Section 2 of the Warrant Agreement dated November 14, 2013, by extending the exercise deadline entitling Poker Junkies, LLC to purchase from the Company 8,000,000 shares of Series B Preferred Stock from December 31, 2013 until the new date of June 30, 2014.

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

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

Purchase Price Allocation	November 14, 2013
Value of Consideration:
Equity instrument of 20 Series C Preferred Stock on December 31, 2013 value by a third party valuation	$	238,000
Total Purchase Price	$	238,000
Assets:
Media content	$	238,000
Total assets	$	238,000

On June 18, 2014 the Company rescinded this transaction because Mr. John Hermansen failed to deliver the assets that were purchased therefore the Company impaired the entire asset.

High Profile Distribution LLC

On December 31, 2013, Gawk Incorporated (the “Purchaser”), and High Profile Distribution, LLC (the “Seller”) closed on an Asset Purchase Agreement, dated December 31, 2013 (the “Asset Purchase Agreement”), whereby the Purchaser purchased from the Seller, all rights, title and interest in and to the television series currently entitled “House Game”, together with all other literary material and other intellectual property relating thereto in consideration in exchange for the Purchaser’s issuance to the Seller of 18 Series C Preferred Shares representing $18,000,000 worth of the Company’s Common Stock upon conversion in accordance with the Company’s Amended and Restated Articles of Incorporation and its Certificate of Designation of Rights, Privileges, Preferences and Restrictions of Series C Convertible Preferred Stock (the “Issued Shares”).

27

Purchase Price Allocation	December 31, 2013
Value of Consideration:
Equity instrument of 18 Series C Preferred Stock on December 31, 2013 value by a third party valuation	$	384,000
Total Purchase Price	$	384,000
Assets:
Media content	$	384,000
Total assets	$	384,000

On June 18, 2014 the Company rescinded this transaction because Mr. Mars Callahan failed to deliver the assets that were purchased therefore the Company impaired the entire asset.

NOTE 6– COMMITMENTS AND CONTINGENCIES

Rent expense for the years ended January 31, 2014 and 2013 was $360 for 2014.  The rental agreement is month to month and can be cancelled at any time.

NOTE 7– RELATED PARTY TRANSACTIONS

On September 10, 2013, the Company issued 2,000,000 common shares to the prior CEO for services valued at the trading price at the date of issuance at $40,000.

During the years ended January 31, 2014 and 2013, the prior CEO advanced the Company cash of $26,537 and $12, respectively. In addition, during the year ended January 31, 2013 the Company repaid the prior CEO $26,537. As of January 31, 2014 and 2013, the amount owed to the prior CEO for advances was $0 and $0, respectively.

As of January 31, 2014 the Company owes Mr. Scott Kettle $100,000 of unpaid salaries.

Related Party Expenses

Legal	Personal Expenses of Mars Callahan	$	30,000
Unauthorized withdrawals	Personal Expenses of John Hermansen		75,364
Unauthorized withdrawals	Personal Expenses of Mars Callahan		24,000
Related Party Expenses		$	129,364

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

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

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

Additional Compensation. The Employee shall be entitled to receive an annual bonus no less than Two Percent (2%) of Adjusted Gross Sales. For the purpose of this Agreement, Adjusted “Adjusted Gross Sales” shall mean Gross Sales minus all fixed costs. Further, the Employee shall be entitled to receive such additional bonus payments or incentive compensation as may be determined at any time or from time to time by the Board of Directors of the Company (or any authorized committee thereof) in its discretion, but no less than once every quarter.

Asset Sale or Merger. In the event of a sale of all of the assets or a merger in which the Company is not the surviving entity and in which the Company is valued at $50,000,000 or more, Employee will be entitled to the greater of 5 of the gross proceeds of the value of the transaction or $2,500,000 in cash to be paid upon the transaction’s closing.

The Agreement allows for standard vacation, health, participation in employee benefit plan among other things (See Exhibit 10. 4)

NOTE 8- EQUITY

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

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

1) Series B Convertible Preferred Stock, consisting of Fifty Million (50,000,000) shares, with certain rights, privileges, preferences and restrictions as set forth in the Series B Preferred Stock Certificate of Designation; and

2) Series C Convertible Preferred Stock, consisting of One Hundred (100) shares, with certain rights, privileges, preferences and restrictions as set forth in Series C Preferred Stock Certificate of Designation.

Amendment to Articles of Incorporation or Bylaws

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

Fiscal Year Ending January 31, 2014 to the date of Filing

In October 2013, the Company issued 2,000,000 shares of common stock for services valued at the trading price of the stock at $40,000.

The Company issued 8,000,000 Preferred B Warrants with the acquisition of Poker Junkies LLC.  These Preferred Series B Warrants once exercised the Company would issue Preferred Series B stock.  From November 2013 through January 31, 2014 the Company issued 1,028,000 of Series B Preferred stock of $1,028,000 for the exercise of the Preferred B warrants.  On June 18, 2014 the Company rescinded this transaction as Mr. John Hermansen refused to deliver the Preferred Series B warrants.  On June 18, 2014, the Board of Directors agreed that since Mr. Hermansen refused to deliver the Preferred Series B warrants that were exercised the Company will issue common stock in lieu of issuing Convertible Preferred Series B shares.  The Company intends to issue common stock at 125% of the value of the stock of the Preferred Series B investment (See Note 5 - Rescinded Asset Acquisition). As of January 31, 2014 this has been accounted for as an investor payable.

On December 19, 2013 the Company entered into a Stock Purchase Agreement for $100,000 with GWH Revocable Trust for 100,000 Preferred Series B Stock. As of January 31, 2014 this has been accounted for as an investor payable.

On January 23, 2014 the Company entered into a Stock Purchase Agreement for $250,000 with James E. McCrink Trust for 250,000 Preferred Series B Stock. As of January 31, 2014 this has been accounted for as an investor payable.

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On November 14, 2013 the Company issued 20 Series C Preferred Stock for the purchase of the assets of Poker Junkies, LLC.  On June 18, 2014 the Company rescinded this transaction for the failure of Mr. Hermansen to deliver the assets purchased (See Note 5 - Rescinded Asset Acquisition).

On December 31, 2013 the Company issued 18 Series C Preferred Stock for the purchase of the assets of High Profile Distribution, LLC. On June 18, 2014 the Company rescinded this transaction for the failure of Mr. Callahan to deliver the assets purchased (See Note 5 - Rescinded Asset Acquisition).

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

Fiscal Year Ended January 31, 2013

During the year ended January 31, 2014, the Company issued 75,000,000 shares of common stock for $50,000 in net cash proceeds

NOTE 9 - INCOME TAXES

The provision (benefit) for income taxes from continued operations for the years ended January 31, 2014 and 2013 consist of the following:

	Year Ended January 31,
	2014			2013
Current:
Federal	$	-		$	-
State		-			-
		-			-
Deferred:
Federal	$	295,253		$	10,605
State		78,155			-
		373,408			10,605
Valuation allowance		(373,408	)		(10,605	)
Provision benefit for income taxes, net	$	-		$	-

The difference between income tax expense computed by applying the federal statutory corporate tax rate and actual income tax expense is as follows:

	January 31
	2014			2013
Statutory federal income tax rate		(34.0	%)		(34.0	%)
State income taxes and other		9.0	%		0.0	%
Change in valuation allowance		34.0	%		34.0	%
Effective tax rate		-			-

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Deferred income taxes result from temporary differences in the recognition of income and expenses for the financial reporting purposes and for tax purposes. The tax effect of these temporary differences representing deferred tax asset and liabilities result principally from the following:

	January 31
	2014			2013
Net operating loss carryforward		295,253			10,605
Valuation allowance		(295,253	)		(10,605	)
Deferred income tax asset	$	-		$	-

Deferred income taxes result from temporary differences in the recognition of income and expenses for the financial reporting purposes and for tax purposes. The Company has a net operating loss carryforward of approximately $868,390 available to offset future taxable income through 2033.  For income tax reporting purposes, the Company’s aggregate unused net operating losses are subject to limitations of Section 382 of the Internal Revenue Code, as amended. Under the Tax Reform Act of 1986, the benefits from net operating losses carried forward may be impaired or limited on certain circumstances. Events which may cause limitations in the amount of net operating losses that the Company may utilize in any one year include, but are not limited to, a cumulative ownership change of more than 50% over a three-year period. The consolidation of any limitations that may be imposed for future issuances of equity securities, including issuances with respect to acquisitions have not been determined. The Company has provided a valuation reserve against the full amount of the net operating loss benefit, because in the opinion of management based upon the earning history of the Company; it is more likely than not that the benefits will not be realized.

For the years ended January 31, 2014 and 2013, the difference between the amounts of income tax expense or benefit that would result from applying the statutory rates to pretax income to the reported income tax expense of $0 is the result of the net operation loss carryforward and the related valuation allowance.

The Company anticipates it will continue to record a valuation allowance against the losses of certain jurisdictions, primarily federal and state, until such time as it is able to determine it is “more-likely-than-not” the deferred tax asset will be realized. Such position is dependent on whether there will be sufficient future taxable income to realize such deferred tax assets.  The Company’s effective tax rate may vary from period to period based on changes in estimated taxable income or loss by jurisdiction, changes to the valuation allowance, changes to federal, state or foreign tax laws, future expansion into areas with varying country, state, and local income tax rates, deductibility of certain costs and expenses by jurisdiction.

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NOTE 10– SUBSEQUENT EVENTS

Related Party Expenses

Legal	Personal Expenses of Mars Callahan	$	102,114
Unauthorized withdrawals	Personal Expenses of John Hermansen		193,215
Unauthorized withdrawals	Personal Expenses of Mars Callahan		105,705
Related Party Expenses		$	401,034

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

The Company issued 8,000,000 Preferred B Warrants with the acquisition of Poker Junkies LLC.  These Preferred Series B Warrants once exercised the Company would issue Preferred Series B stock.  From November 2013 through January 31, 2014 the Company issued 1,028,000 of Series B Preferred stock of $1,028,000 for the exercise of the Preferred B warrants and from February 2014 through August 6, 2014 the Company issued additional 599,200 of Series B Preferred stock of $599,200 for the exercise of the Preferred B warrants.  On June 18, 2014 the Company rescinded this transaction as Mr. John Hermansen refused to deliver the Preferred Series B warrants.  On June 18, 2014, the Board of Directors agreed that since Mr. Hermansen refused to deliver the Preferred Series B warrants that were exercised the Company will issue common stock in lieu of issuing Convertible Preferred Series B shares.  The Company intends to issue common stock at 125% of the value of the stock of the Preferred Series B investment (See Note 5 - Rescinded Asset Acquisition).  As of January 31, 2014 this has been accounted for as an investor payable.

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

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

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On May 29, 2014 the Company entered into a consulting agreement with BCMG Entertainment, Inc. for $100,000 to provide services for the procurement of content from movies, television series, music videos, shorts, animated films, live sporting events, and other Company business models (See Exhibit 10. 5).

On June 9, 2014 the company entered into a consulting agreement with Kamrol Imperial Corporation for $450,000.  This agreement will assist management in developing a practical and effective strategic marketing and social media planning program, company branding, assessment of current technology and develop a technology roadmap, provide merger and acquisition assistance, and management consulting services (Exhibit 10.2).

On June 10, 2014 the Company entered into a consulting agreement with BCMG Entertainment, Inc. for $125,000 to provide services for the procurement of content from movies, television series, music videos, shorts, animated films, live sporting events, and other Company business models (See Exhibit 10. 6).

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 and 3,000,000 common shares of Cloud through a consulting agreement with Gawk, Inc. 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 (Exhibit 10.1 and 10.3).

CipherLoc™ is the first truly Polymorphic Cipher Engine that can be used in commercial, security sensitive applications and is far more secure than any cipher by itself. This PKPA Engine eliminates replay attacks because the cipher morphs quickly over time. It also rejects data access and injection, false commands, and data alteration. All such methods are keys to cyber intrusion, spoofing, and electronic attacks. CipherLoc™ is one facet of a layered defense in depth protection plan for any organization. Cost effective and easy to use, the CipherLoc™ Polymorphic Cipher Engine provides an electronic gate that restricts access to vital assets, production facilities, and distribution systems that comprise the backbone of today’s electronics based organizations.

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A polymorphic cipher has the ability to change an encryption to another method of encryption or key on the fly and is more commonly known as a “mutating” cipher. Polymorphic ciphers are a revolutionary idea based on the information content in a message rather than the difficulty of the key. Using advanced set theory and information theory, this encryption method does not rely exclusively on large keys and complicated permutation/obscuring techniques. This makes the algorithm faster, thus, allowing cipher changes to occur VERY quickly, and requires less memory than other encryptions. Polymorphic changes take place at a rate no slower than the effective “unicity distance” (that certain amount of information needed in order to decrypt an encrypted message) of the cipher, more frequently than enough information can be collected to break the code. Most other ciphers are easily broken as hardware gets faster because it is easier to check all possible keys in the cipher key space. However, if a polymorphic cipher is implemented properly, the speed of the encryption will increase as the hardware gets faster. Thus, unlike other ciphers, this type of software becomes safer as computers get faster.

On June 17, 2014 a verified complaint was filed in Maricopa County, Arizona being case number CV 2014-008511 against the Company by an investor known as Doyle Knudson. A temporary restraining order preventing the company from using any of the funds invested by Knudson was entered on the date of filing.  The complaint alleges fraud by the Company and its CEO in that Knudson allegedly was misinformed by the Company as to the use of the funds he invested.  The Company denies the allegations and will vigorously defend this frivolous claim and possibly file a counterclaim against the Plaintiff.

The temporary restraining order has prevented the use of its cash thereby preventing the Company from operating. In order to continue to operate and protect the Company and its shareholders, the Company may have to file for protection under Chapter 11 of the United States Bankruptcy Code unless this matter is quickly resolved and dismissed.

The parties are in serious negotiations to settle this matter.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None

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ITEM 9A. CONTROLS AND PROCEDURES

Evaluation of Effectiveness of Disclosure Controls and Procedures

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports filed pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”) is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules, regulations and related forms, and that such information is accumulated and communicated to our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.

As of January 31, 2014, we carried out an evaluation, under the supervision and with the participation of our principal executive officer and our principal financial officer of the effectiveness of the design and operation of our disclosure controls and procedures. Based on this evaluation, our principal executive officer and our principal financial officer concluded that our disclosure controls and procedures were not effective as of the end of the period covered by this report.

Management's Report on Internal Control Over Financial Reporting

Our management is also responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rule 13a-15(f) under the Exchange Act.  The Company's internal control over financial reporting is designed 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.

Our internal control over financial reporting includes those policies and procedures that;

Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; and

Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and

That our receipts and expenditures are being made only in accordance with authorizations of the Company's management and directors; and

Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.

As of January 31, 2014, our management conducted an assessment of the effectiveness of the Company's internal control over financial reporting.  In making this assessment, management followed an approach based on the framework in “Internal Control-Integrated Framework” issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”).  Based on this assessment, management has determined that the Company's internal control over financial reporting were ineffective as of January 31, 2014.

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Management has identified two material weaknesses and is taking action to remedy and remove the weakness in its internal controls over financial reporting:

· Lack of segregation of duties and adequate documentation of our internal controls.  The Company also lacks segregation of duties and adequate documentation of our system of internal controls. The Company has implemented controls that the CEO would approve all transactions and the CFO would record and report these transactions which would implement segregation of duties weakness.

· The inability of the Company to prepare and file its financial statements timely due to its limited financial and personnel resources and delays in the Company’s ability to respond to SEC inquiries regarding financial and accounting presentation. Further, the Company is delinquent in filings for fiscal year ended January 31, 2014 and quarter ended April 30, 2014.  

· This annual report does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by the Company's registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the Company to provide only management's report in this annual report.

· Changes in internal control over financial reporting

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

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

Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, within the Company have been detected.  These inherent limitations include the realities that judgments in decision making can be faulty and that breakdowns can occur because of simple error or mistake. The design of any system of controls is based in part on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Projections of any evaluation of controls effectiveness to future periods are subject to risks.

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This annual report does not include a standard internal control report by the Company’s registered public accounting firm regarding internal control over financial reporting.  Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to current rules of the SEC that permit the Company, as a smaller reporting company, to provide only management’s report in this annual report.

ITEM 9B. OTHER INFORMATION

There are no events required to be disclosed.

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PART III

ITEM 10.  DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE

Director and Executive Officer

Set forth below is information regarding the Company’s current directors and executive officers. There are no family relationships between any of our directors or executive officers. The directors are elected annually by stockholders. The executive officers serve at the pleasure of the Board of Directors.

Name	Age	Title
Scott Kettle	46	Chief Executive Officer and Chief Information Officer and CEO, Chairman, President
Ryan Wyler	38	Chief Technology Officer, Director
Chris Hall	51	Directors
Michael Salsman	77	Directors
Mars Callahan	42	Previous CEO,  Principle Accounting Officer, President, Director
John Hermansen	43	Previous Chief Content Officer, Secretary, Treasurer, Director

The chief executive officer and director and officer of the Company will hold office until additional members or officers are duly elected and qualified.he background and principal occupations of the officers and directors of the Company is as follows:

Scott Kettle – Chief Executive Officer, Chief Information Officer, Chairman, President

Mr. Kettle, age 45, is the founder of a series of successful family-owned and operated public companies in the telephony and telecommunications industry in the wake of the government-mandated break-up of AT&T’s monopoly some 25 years ago. Beginning with Thrifty-Tel (TTEL) in partnership with his father William Kettle, a steeply discounted provider of long-distance telephone service and pioneer of Flat Rate Communications, Kettle moved on to the wholesale sector serving as CIO for Five Star Telecom from 1994 to 1999. In 1998, Mr. Kettle founded and served as President and CEO of Tele Com Specialists, Inc. a software company. Kettle moved into the emerging DSL area, founding SpeeDsl, Inc.

Mr. Kettle’s extensive public company experience and more than twenty-five years of executive management give him the qualifications and skills to serve as a senior executive for the Gawk team

Ryan Wyler – Chief Technology Officer, Director, and Secretary

Ryan Wyler, in 2001, Ryan created several automated deployment strategies for American Express.   In 2004, American Express outsourced their technologies department to IBM Global Services.   Impressed with Ryan’s work at Amex, IBM then commissioned Wyler to further develop technologies called “VSA” (Virtual Systems Admin) to manage and automate the key infrastructure of many of its customers including Nissan, Honeywell, Johnson & Johnson, American Express, and many more.  Returning to American Express in 2011 as a lead technical architect, 

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Chris Hall – Director

Chris Hall is a noted VoIP Networking Leader.  Chris has been designing, deploying and operating VOIP networks since 1998 and has been in telecommunications since his initial four year entry to the industry with AT&T (Pacific Telephone) beginning in 1978. He has been a serial entrepreneur for the last twenty years, starting up or advancing many telecom companies to the point where they could be sold to larger (often public) firms.

Global deregulation of telecoms and the development of VOIP technology combined to give Chris the opportunity to apply his USC undergraduate degree in International Relations and his UCLA M.B.A. in Finance to start building wholesale international simple resale (ISR) routes in 1998, he built and operated routes under FCC Section 214 license to every region of the world - a total of 15 countries, including: Costa Rica, Jamaica, Mexico, Vietnam, China, Thailand, Philippines, Japan, India, Bangladesh, Egypt, Ghana, Netherlands, the United Kingdom and most recently Panama, Uruguay and Argentina. In most cases, he visited each of these countries personally (more than once), and became familiar with the local business practices and import/export requirements.  He returned with more than just "routes" and extra passport pages as he collected children’s dolls, in native costume, from each country for his youngest daughter - giving her the best doll collection in the neighborhood.

During this time Chris became operationally qualified on Cisco, Excel and Nuera equipment, building on top of his degree in Data Communications Engineering, as well as mastering telecom billing applications software and advanced database programs (like MS Sequel). With a staff of three people, he did most of the operational work, and sub-contracted out as required.  Chris also did much of the sales, and is well known amongst the international wholesale community.

The proliferation of Competitive Local Exchange Carriers (CLEC's) made possible by the 1996 Telecom Act, the declining cost of VOIP equipment and the availability of next generation Session Border Controllers (SBC's) like Nextone and Sansay gave Chris a new challenge and opportunity in 2003 - to apply his VOIP expertise to the domestic (USA) market, this time building on his AT&T experience. This meant less travel and more stability. He built a profitable 30 million minute per month carrier with a capital investment of less than $350,000, annualized revenue reached over $3.5M from scratch in a short two year period, while still preserving his operational & sales involvement. Chris is operationally well qualified on OpenSIPS, Nextone and Sansay Session Border Controllers (aka Softswitches) and is well known to most major and minor wholesale carriers in the USA and many abroad.

Chris is a recognized VOIP industry leader, he has spoken at several trade shows and conferences such as Comptel, VON and Intelecard, and is a member of several industry associations, including Comptel, the Pacific Telecommunications Council and the West Coast Carrier Forum.

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Michael Salsman – Director

Michael Selsman has been an executive with 20th Century-Fox, Paramount, MGM, Samuel Goldwyn, Jr., at Goldwyn Studios, and Universal. He was also a talent agent, representing Judy Garland, Marilyn Monroe, Peter Sellers, Marlene Dietrich, Henry, Jane, and Peter Fonda, Mervyn LeRoy, James Stewart, Lawrence Harvey, Rock Hudson, James Mason, James Garner, Alan Arkin, and Robert Redford, as well as authors Truman Capote and Roald Dahl, among others.  He also worked with Bing Crosby Productions on "Ben Casey", "Medic", "Slattery's People" and "Hogan's Heroes".

As a film producer, he associate-produced “Gotcha,” distributed by Universal, co-developed 18 motion picture projects at MGM, facilitated production of the feature film "Dirty Little Billy,” for Columbia Pictures, and was involved in developing "Bury My Heart at Wounded Knee," by Dee Brown, 'World Without End, Amen," by Jimmy Breslin, "I, Robot," by Issac Asimov, “RFK Must Die,” and "The Fortunate Pilgrim," by Mario Puzo. He also co- or line-produced films made in Berlin, Spain, Arizona, Florida, Montana, Wyoming, Texas and Arkansas. With Orson Welles, he developed “RFK Must Die,” a film project about the assassination of Robert Kennedy.  He has written screenplays for Hemdale Pictures, MGM, Robert Halmi Production, New World Pictures, and others.

He is considered an expert source on international entertainment and has been quoted in such publications as Time, Newsweek, TV Guide, and in various newspapers and books on the subjects of contracts and changing mores and social values in the media and commenting on Hollywood studio history,. He has also appeared on national and international television programs, such as ABC-TV’s “The Dark Side of Camelot,” hosted by the late Peter Jennings, “Current Affair,” on Fox-TV, “Hard Copy,” for CBS-TV, “Marilyn: Contre-Enquette Sur Une Mort Suspect,” one-hour investigative  program for French TV, “The Final Day,”one-hour investigative program for London’s Channel 4, and, most recently, filmed a segment for CBS News’ “48 Hours.”

He also served US Senator Dianne Feinstein as Deputy State Finance Director for her initial Senatorial campaign. He was recently in an advisory capacity for Marianne Williamson in her campaign for the 33rd Congressional District, and is advising Heidi Shink in her campaign for City Council, West Hollywood.

Serving for five years as Chairman of the Public Relations Committee and on the Foundation Board of Directors of St. Vincent Medical Center, Los Angeles, Selsman created and edited a quarterly, leading-edge journal, Medical-Science News.

Selsman has represented and worked with Neah Power Systems (NPWZ), where he was also a member of the Board of Directors; Buzz Technologies, Inc. (BZTG), Archer Entertainment Media Communications, Inc. (AEMC), where he also functioned as CEO; Advanced Technetix (AKYI), The Sinclair Private Fund, Signal Capital Hedge Fund, Applied DNA Sciences, Inc. (APDN), Herman Miller Workplace Resource, Inc., BKM Total Office, Investprivate.com, Alpha Spacecom, Inc. (ASPC) Creditz, Inc. (CEOA), Innovative Marketing, Inc. (INOV), Advanced Recycling (ARYC), Color Imaging, Inc.(CIMG), Electropure (ELTP), XO Communications (XOXO), Gene Cell (GCLL), Precom Technology (PMMT), Cyper Media (CYPR), Los Angeles Stars ABA franchise, Travel Dynamics (TDMN), Brilliant Digital Entertainment, Koo Koo Roo, American Technology Group, Texas Capital, Securities America, Newport West Financial, 20th Century-Fox, MGM, Donald T. Sterling Corporation, Los Angeles Clippers NBA franchise, and Fred Sands Realtors, among others.

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He has guest-lectured at schools and universities such as UCLA, USC, Pepperdine, Westlake, Mount St. Mary's and Loyola, and has been quoted in Time, Newsweek, TV Guide and various books and newspapers, on contracts and changing social mores and values in the media.  He has also appeared on national and European network television programs commenting on Hollywood studio history.

PREVIOUS OFFICERS AND DIRECTORS

Mars Callahan – Previous Chief Executive Officer, President and Director

Mars Callahan was involved in the filming making of The Red Bag, and Double Down starring Jason Priestly and Richard Portnow. Then came PoolHall Junkies starring Christopher Walken, Chazz Palminteri, Rod Steiger and Mars Callahan in the lead role of Johnny Doyle.

 Mr. Callahan was removed as an Officer and Director of the Company for failing to disclose his Cease and Desist for securities fraud from the State of California as follows:

On January 9, 2012 The People of the State of California through the California Corporation issued a Judgment of Permanent Injunction, Civil Penalties and Ancillary Relief in Support of Stipulation Case No BC453611 in the Superior Court of California.  The Injunction was issued against DEFENDANTS Big Sky Motion Pictures, L.L.C., Spring Break ’83 Production, L.L.C., Spring Break ’83 Distribution, L.L.C., Spring Break ’83, Rand Jay Chortkoff and each of them, and their officers, directors, successors in interest, agents, employees, attorneys in fact, and all persons acting in concert or participating with them, shall be and are hereby permanently enjoined from engaging in, committing, aiding and abetting, or performing directly or indirectly, by any means whatsoever, from (1) violating Corporation Code Section 25401 - offering for sale of securities by means of written or oral communications which includes any untrue statements of material fact or fails to state material facts (2) Corporation Code 25110 – offering to sell offering the sale of securities unless such security or transaction is qualified or exempted qualification (3) violating the Desist and Refrain Order issued by the Commissioner by offering and selling unqualified, non-exempt securities (4) destroying any records for a period of (3) years.  Mr. Mars Callahan was the Chief Executive Officer, Director and owner of Big Sky Motion Pictures, L.L.C., Spring Break ’83 Production, L.L.C., Spring Break ’83 Distribution, L.L.C., Spring Break ’83, during which time this Permanent Injunction to be issued.

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John Hermansen – Previous Chief Content Officer (and Director

Mr. Hermansen was removed as an Officer and Director of the Company for failing to disclose his Cease and Desist for securities fraud from the State of Colorado as follows:

On February 15, 2011 The State of Colorado issued a Consent Cease and Desist Order concerning Poker Junkies Production LLC, Abundance Entertainment, LLC and John Hermansen Case No XY 11-CD-008.  The Defendants were herby and permanently ordered to cease and desist from engaging in  (1) Offering to sell or selling unregistered securities in or from the State of Colorado in violation of §11-51-301, C.R.S; (2) Offering to sell or selling any securities in or from the State of Colorado unless Respondents are in compliance with the provisions of §§ 11-51-301, 401, and 501 C.R.S. or (3) Otherwise engaging in conduct in violation of any provision of the CSA, §§11-51-101, et. Seq., C.R.S.

Audit Committee Financial Expert

The Company does not have an audit committee or a compensation committee of its board of directors. In addition, the Company’s board of directors has determined that the Company does not have an audit committee financial expert serving on the board. When the Company develops its operations, it will create an audit and a compensation committee and will seek an audit committee financial expert for its board and audit committee.

Conflicts of Interest

Members of our management are associated with other firms involved in a range of business activities.  Consequently, there are potential inherent conflicts of interest in their acting as officers and directors of our company.  Although the officers and directors are engaged in other business activities, we anticipate they will devote an important amount of time to our affairs.

Our officers and directors are now and may in the future become shareholders, officers or directors of other companies, which may be formed for the purpose of engaging in business activities similar to ours.  Accordingly, additional direct conflicts of interest may arise in the future with respect to such individuals acting on behalf of us or other entities.  Moreover, additional conflicts of interest may arise with respect to opportunities which come to the attention of such individuals in the performance of their duties or otherwise.  Currently, we do not have a right of first refusal pertaining to opportunities that come to their attention and may relate to our business operations.

Our officers and directors are, so long as they are our officers or directors, subject to the restriction that all opportunities contemplated by our plan of operation which come to their attention, either in the performance of their duties or in any other manner, will be considered opportunities of, and be made available to us and the companies that they are affiliated with on an equal basis.  A breach of this requirement will be a breach of the fiduciary duties of the officer or director.  If we or the companies with which the officers and directors are affiliated both desire to take advantage of an opportunity, then said officers and directors would abstain from negotiating and voting upon the opportunity.  However, all directors may still individually take advantage of opportunities if we should decline to do so.  Except as set forth above, we have not adopted any other conflict of interest policy with respect to such transactions.

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Compliance with Section 16(A) Of the Exchange Act 9.A. Directors and Executive Officers, Promoters, and Control Persons:

As of January 31, 2014, the Company is aware that all filings of Form 4 and 5 required of Section 16(a) of the Exchange Act of Directors, Officers or holders of 10% of the Company's prior management and board of directors have not filed the requirements timely.  Current management needs to file Form 4 for the issuance of common shares as follows:

CEO	September 9, 2013	2,000,000 common shares
CEO	August 5, 2013	153,000,000 common shares

Code of Ethics

We have adopted a code of ethics that applies to all of our executive officers, directors and employees. Code of ethics codifies the business and ethical principles that govern all aspects of our business as Exhibit 14.1 to the Annual Report on Form 10-K attached hereto.

ITEM 11.  EXECUTIVE COMPENSATION

Executive Officers and Directors

Summary Compensation Table

The following tables set forth certain information concerning all compensation paid, earned or accrued for service by (i) our Principal Executive Officer and Principal Financial Officer and (ii) all other executive officers who earned in excess of $100,000 in the fiscal years ended January 31, 2014 and 2013,  and each of the other two most highly compensated executive officers of the Company who served in such capacity at the end of the fiscal year whose total salary and bonus exceeded $100,000 (collectively, the “Named Executive Officer”):

2014 and 2013 SUMMARY COMPENSATION TABLE

Name and Principal Position	Year	Salary ($)		Bonus ($)		Stock Awards ($)		Option Awards ($)		Non-Equity Incentive Plan Compensation ($)		Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)		All Other Compensation($)		Total ($)
Matthew Zipchen Previous CEO	2013 2014		- -		- -		- -		- -		- -		- -		- -		- -
Scott Kettle CEO and CIO	2013 2014		- -		- -		- 40,000		- -		- -		- -		- -		- 40,000
Chris Hall Director	2013 2014		- -		- -		- -		- -		- -		- -		- -		- -
Michael Selsman Director	2013 2014		- -		- -		- -		- -		- -		- -		- -		- -
Mars Callahan Previous CEO, CFO, Director	2013 2014		- 54,000		- -		- -		- -		- -		- -		- -		- 54,000
Ryan Wyler, CTO, Director	2013 2014		- -		- -		- -		- -		- -		- -		- -		- -
John Hermansen Previous CCO Director	2013 2014		- 75,364		- -		- -		- -		- -		- -		- -		- 75,364

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2014 and 2013 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END TABLE

	Option Awards												Stock Awards
Name	Year		Number of Securities Underlying Unexercised Options (#)		Number of Securities Underlying Unexercised Options (#)		Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#)		Option Exercise Price ($)		Option Expiration Date		Number of Shares or Units of Stock That Have Not Vested (#)		Market Value of Shares or Units of Stock That Have Not Vested ($)		Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)		Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)
			Exercisable		Unexercisable
Scott Kettle		2013 2014		- -		- -		- -		- -		- -		-  -		-  -		-  -		- -
Chris Hall		2013 2014		- -		- -		- -		- -		- -		- -		-  -		-  -		- -
Michael Selsman		2013 2014		- -		- -		- -		- -		- -		- -		-  -		-  -		- -
Mars Callahan		2013 2014		- -		- -		- -		- -		- -		- -		-  -		-  -		- -
John Hermansen		2013 2014		- -		- -		- -		- -		- -		- -		-  -		-  -		- -
Ryan Wyler		2013 2014		- -		- -		- -		- -		- -		- -		-  -		-  -		- -

Compensation of Directors

Our current compensation policy for directors is to compensate them through options to purchase common stock or through common stock as consideration for their joining our board and/or providing continued services as a director. We do not currently provide our directors with cash compensation, although we do reimburse their expenses, with exception for a chairman of the board. No additional amounts are payable to the Company’s directors for committee participation or special assignments. There are no other arrangements pursuant to which any directors was compensated during the Company’s last completed fiscal year for any service provided except as follows:

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

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

Additional Compensation. The Employee shall be entitled to receive an annual bonus no less than Two Percent (2%) of Adjusted Gross Sales. For the purpose of this Agreement, Adjusted “Adjusted Gross Sales” shall mean Gross Sales minus all fixed costs. Further, the Employee shall be entitled to receive such additional bonus payments or incentive compensation as may be determined at any time or from time to time by the Board of Directors of the Company (or any authorized committee thereof) in its discretion, but no less than once every quarter.

Asset Sale or Merger. In the event of a sale of all of the assets or a merger in which the Company is not the surviving entity and in which the Company is valued at $50,000,000 or more, Employee will be entitled to the greater of 5 of the gross proceeds of the value of the transaction or $2,500,000 in cash to be paid upon the transaction’s closing.

The Agreement allows for standard vacation, health, participation in employee benefit plan among other things (See Exhibit 10. 4)

On November 19, 2013, the Board of Directors appointed John Hermansen as a member of the Board of Directors and the Chief Content Officer, and Secretary.  

On December 31, 2013, the Board of Gawk Incorporated accepted the resignation of Scott Kettle as the Company’s Chief Executive Officer, President, and Director, and appointed Mr. Kettle to serve the Company as Chief Information Officer.  On the same date the Board appointed Mr. Mars Callahan as the Company’s new CEO, President and Director.  On the same date, the Board appointed Mr. Ryan Wyler as the Company’s Chief Technology Officer.  John Hermansen, the Company’s Chief Content Officer, continues to serve in that capacity, and he remains a member of the Board.

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On May 13, 2014 Mars Callahan and John Hermansen recently became board members and both of these gentlemen failed to disclose, as required under 14 CFR 229.401(f)(5) that they were found by a court of competent jurisdiction in a civil action or by the Commission to have violated any Federal or State securities law, and the judgment in such civil action or finding by the Commission has not been subsequently reversed, suspended, or vacated. Mars Callahan and John Hermansen were requested to resign and refused without severance payments that the board rejected.

On May 13, 2014 Mars Callahan and John Hermansen were removed from the board and fired as officers by Scott Kettle a director and majority shareholder. Then Michael Selsman and Chris Hall replaced Mars Callahan and John Hermansen as directors.

Specifically, the following information was not disclosed to the registrant. On January 9, 2012 The People of the State of California through the California Corporation Commission issued a Judgment of Permanent Injunction, Civil Penalties and Ancillary Relief in Support of Stipulation Case No BC453611 in the Superior Court of California.  The Injunction was issued against DEFENDANTS Big Sky Motion Pictures, L.L.C., Spring Break ’83 Production, L.L.C., Spring Break ’83 Distribution, L.L.C., Spring Break ’83, Rand Jay Chortkoff and each of them, and their officers, directors, successors in interest, agents, employees, attorneys in fact, and all persons acting in concert or participating with them, shall be and are hereby permanently enjoined from engaging in, committing, aiding and abetting, or performing directly or indirectly, by any means whatsoever, from (1) violating Corporation Code Section 25401 - offering for sale of securities by means of written or oral communications which includes any untrue statements of material fact or fails to state material facts (2) Corporation Code 25110 – offering to sell offering the sale of securities unless such security or transaction is qualified or exempted qualification (3) violating the Desist and Refrain Order issued by the Commissioner by offering and selling unqualified, non-exempt securities (4) destroying any records for a period of (3) years.  Mr. Mars Callahan was the Chief Executive Officer, Director and owner of Big Sky Motion Pictures, L.L.C., Spring Break ’83 Production, L.L.C., Spring Break ’83 Distribution, L.L.C., Spring Break ’83, during which time this Permanent Injunction to be issued.

On February 15, 2011 The State of Colorado issued a Consent Cease and Desist Order concerning Poker Junkies Production LLC, Abundance Entertainment, LLC and John Hermansen Case No XY 11-CD-008.  The Defendants were herby and permanently ordered to cease and desist from engaging in  (1) Offering to sell or selling unregistered securities in or from the State of Colorado in violation of §11-51-301, C.R.S; (2) Offering to sell or selling any securities in or from the State of Colorado unless Respondents are in compliance with the provisions of §§ 11-51-301, 401, and 501 C.R.S. or (3) Otherwise engaging in conduct in violation of any provision of the CSA, §§11-51-101, et. Seq., C.R.S.

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

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

Presently the Company has no employment agreements with the officers and directors of the Company.

ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The following table lists stock ownership of our Common Stock as of June 25, 2014 based on 152,000,000 (Post –Split)shares of common stock issued and outstanding on a fully diluted basis.  The information includes beneficial ownership by (i) holders of more than 5% of our Common Stock, (ii) each of our directors and executive officers and (iii) all of our directors and executive officers as a group. Except as noted below, to our knowledge, each person named in the table has sole voting and investment power with respect to all shares of our Common Stock beneficially owned by them.

Name and Address of Owner	Title of Class	Number of Shares Owned (1)		Percentage of Class
Scott Kettle(1) c/o Gawk 5300 Melrose Avenue, Suite 42 Los Angeles, CA  90038	Common Stock		77,000,000		51.00	%
Scott Kettle(1) c/o Gawk 5300 Melrose Avenue, Suite 42 Los Angeles, CA  90038	Preferred Series A Stock		1,000		51.00	%
All Officers and Directors As a Group (2 persons)	Common Stock		77,000,000		51.00	%

(1) Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission and generally includes voting or investment power with respect to securities.

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Changes in Control

We are not aware of any arrangements that may result in a change in control of the Company.

DESCRIPTION OF SECURITIES

General

Common Stock

On November 14, 2013, the Company amended its articles of incorporation to increase the authorized shares to 650,000,000 shares, at $0.01 par value.  There were 302,000,000 shares issued and outstanding as of January 31, 2014.  The holders of our common stock are entitled to receive such dividends, if any, as may be declared by our board of directors from time to time out of legally available funds. The dividend rights of our common stock are junior to any preferential dividend rights of any outstanding shares of preferred stock. The holders of our common stock also are entitled to receive distributions upon our liquidation, dissolution or winding up of our assets that are legally available for distribution, after payment of all debt and other liabilities and distribution in full of preferential amounts, if any, to be distributed to holders of our preferred stock.

The holders of our common stock are not entitled to preemptive, subscription, redemption or conversion rights. The rights, preferences and privileges of holders of our common stock are subject to, and may be adversely affected by, the rights of any series of preferred stock that we may designate and issue in the future.

Preferred Stock

Series A Preferred Stock

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

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Series B Convertible Preferred Stock

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

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

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

Series C Convertible Preferred Stock

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

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

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

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

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Warrants and Options

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

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

Voting Rights 

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

Dividends 

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

Convertible Securities

The Company has no convertible securities as of January 31, 2014.

Amendment of our Bylaws

Our bylaws may be adopted, amended or repealed by the affirmative vote of a majority of our outstanding shares. Subject to applicable law, our bylaws also may be adopted, amended or repealed by our board of directors.

Transfer Agent

Gawk’s Transfer Agent and Registrar for the common stock is V Stock Transfer LLC, 77 Spruce Street, Suite 201, Cedarhurst, NY  11516, 646-536-3179, info@vstocktransfer.com.

ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

On September 10, 2013, the Company issued 2,000,000 common shares to the prior CEO for services valued at the trading price at the date of issuance at $40,000.

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During the years ended January 31, 2014 and 2013, the prior CEO advanced the Company cash of $26,537 and $12, respectively. In addition, during the year ended January 31, 2013 the Company repaid the prior CEO $26,537  As of January 31, 2014 and 2013, the amount owed to the prior CEO for advances was $0 and $0, respectively.

Related Party Expenses

Legal	Personal Expenses of Mars Callahan	$	30,000
Unauthorized withdrawals	Personal Expenses of John Hermansen		75,364
Unauthorized withdrawals	Personal Expenses of Mars Callahan		24,000
Related Party Expenses		$	129,364

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

ITEM 14.  PRINCIPAL ACCOUNTANT FEES AND SERVICES

Audit Fees.  The aggregate fees billed by Malone Bailey LLP for the audit of the Company’s annual financial statements for fiscal years ended January 31, 2014 and 2013 were approximately $15,000 and $7,500, respectively.

Audit-Related Fees. The aggregate fees billed by Malone Bailey LLP for assurance and related services that are reasonably related to the performance of the audit or review of the Company’s financial statements for the fiscal years ended January 31, 2014 and 2013, and that are not disclosed in the paragraph captioned “Audit Fees” above, were $0 and $0, respectively.

Tax Fees.  The aggregate fees billed by Malone Bailey LLP for professional services rendered for tax compliance, tax advice and tax planning for the fiscal years ended January 31, 2014 and 2013 were $0 and $0, respectively.

All Other Fees.  The aggregate fees billed by Malone Bailey LLP for products and services, other than the services described in the paragraphs “Audit Fees,” “Audit-Related Fees,” and “Tax Fees” above for the fiscal years ended January 31, 2014 and 2013 were $0 and $0, respectively.

The Board of Directors has received and reviewed the written disclosures and the letter from the independent registered public accounting firm required by Independence Standards Board Standard No. 1 (Independence Discussions with Audit Committees), and has discussed with its auditors its independence from the Company. The Board of Directors has considered whether the provision of services other than audit services is compatible with maintaining auditor independence.

Based on the review and discussions referred to above, the Board of Directors approved the inclusion of the audited financial statements be included in the Company’s Annual Report on Form 10-K for its 2013 fiscal year for filing with the SEC.

The Board of Directors pre-approved all fees described above.

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PART IV

ITEM 15.  EXHIBITS AND REPORTS

Exhibits

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

(1)	Filed as an Exhibit on Form S-1 with the SEC on April 6, 2012.
(2)	10-SB/12g filed on February 13, 2008
(3)	Filed herein

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

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SIGNATURES

In accordance with 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, there unto duly authorized.

	Gawk, Inc.
Registrant
Date: August 7, 2014	By:	/s/ Scott Kettle
		Scott Kettle
		Director, Chief Executive Officer (Principal Executive Officer), President

Date: August 7, 2014	By:	/s/ Scott Kettle
		Scott Kettle
		Principal Accounting Officer , Treasurer

In accordance with the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Company and in the capacities and on the dates indicated.

Date: August 7, 2014	By:	/s/ Scott Kettle
		Scott Kettle
		Director

Date: August 7, 2014	By:	/s/ Michael Selsman
		Michael Selsman
		Director

Date: August 7, 2014	By:	/s/ Chris Hall
		Chris Hall Director

Date: August 7, 2014	By:	/s/ Ryan Wyley
		Ryan Wyley Director

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EX-10.1

Exhibit 10.1

Page 2 of 5

Page 3 of 5

Page 4 of 5

Page 5 of 5

EX-10.2

Exhibit 10.2

CONSULTING AGREEMENT

This Consulting Agreement is made effective this day of June 9th 2014 by and between Kamrol Imperial Corp. (the "Consultant") located at 1274 Sundial Avenue, Suite 210, Belize City, Belize and Gawk Inc. ("Client") located at 5300 Melrose Avenue, Suite 42, Los Angeles, CA 90038.

WHEREAS, the Consultant is in the business of providing Corporate Development Services and general consulting services to public and privately-held corporations; and

WHEREAS, the Client desires to retain Consultant to provide services both through the Consultant's firm as well as employ third party firms with expertise in the areas of marketing, mergers and acquisitions, technology, strategic planning and other matters related to the Client's business.

NOW, THEREFORE, in consideration of the mutual promises, covenants and agreements contained herein, and for other good and valuable consideration, the receipt and adequacy of which is expressly acknowledged, Client and Consultant agree as follows:

1.             Engagement of Consultant to provide the following services

(a) To assist management in developing a practical and effective Strategic Marketing and Social Media Planning Program:

· Provide Market analysis and consumer research to increase consumer reach.

· Assist Client with strategizing and preparing the marketing of its products, based upon news of substantial significance to the targeted markets.

· Develop marketing plan for social sharing, community-building, content distribution and social media management.

· Set up or revamping of Facebook page using unique branding.

· Facebook page management.

· Secure url for page; daily posts.

· Work with client to increase interaction.

· Organic SEO through posting key words on trend.

· SEO, Back-links, Banners, ADwords and Electronic media exposure to the targeted markets.

· Setup or revamping of Blog & profile using unique branding.

· Creative Blog ideas and reblogging of content.

· Create call to action on blogs to drive traffic or revenue.

· Dissemination of information to prospective clients.

· Other promotional activities for consideration to be discussed with management of Client as required.

(b) To develop Company Brand

· Brand Identity

· Strategic Brand Position

· Company/Brand Name

· Brand Design

· Create Logo Design

· Create Business Identity Kit

(c) To assist management with the assessment of current Technology and develop a technology roadmap.

· Evaluate Technology Platform

· Develop Technology Roadmap

· Develop Disaster Recovery/Redundancy System

·      Technical Review of Data Center Acquisition Candidates

(d) To provide merger and acquisition assistance

·      Develop merger and acquisition strategic plan

·      Identify potential merger and acquisition candidates

·      Provide due diligence on merger and acquisition candidates

·      Provide consulting services for structure and negotiations

(e) To provide management consulting services

·      Develop Company Business Plan

·      Proforma Analysis & Re-engineering

·      Develop Compensation Structure and Stock Option Plan for Approval

·      Organizational Change Management

·      Operational Improvement Services

·      Management Services as Required

2. Compensation.

A. A retainer fee of Four Hundred Fifty Thousand (450,000.00).

3. Term of Agreement, Extensions and Renewals. This Agreement shall have an initial term of Forty Five Days (the "Consulting Period"). Thereafter, the Consulting Period will automatically be extended on a 1 year basis for a mutually agreed upon fee, unless Consultant or Client shall serve written notice on the other party terminating the Agreement. Such notice shall be in writing and shall be delivered at least ten (10) days prior to the end of the Consulting Period or any subsequent extension period. In the event of termination pursuant to this paragraph, neither party shall have any further rights or obligations hereunder after the effective date of such termination, except that the obligation of Client to (1) make payments as provided for in this Agreement, and (2) to reimburse costs and expenses incurred by the Consultant under the terms of this Agreement shall continue until paid in full by Client.

4. Due Diligence. Client shall supply and deliver to Consultant all information relating to its business as may be reasonably requested by Consultant to enable Consultant to make such investigation of Client and its business prospects, and Client shall make available to Consultant names, addresses, and telephone numbers as Consultant may need to verify or substantiate any such information provided.

5. Best Efforts Basis. Consultant agrees that it will at all times faithfully and to the best of it's experience, ability, talents, perform all the duties that may be required of and from Consultant pursuant to the terms of this Agreement. Client specifically acknowledges and agrees, however, that the Marketing Services to be provided by Consultant shall be conducted on a "best efforts" basis and has not, cannot, and does not guarantee that Consultant's efforts will have any impact on Clients business or that any subsequent financial improvement will result of Consultant's efforts. Client understands and acknowledges that the success or failure of Consultant's efforts will be predicated on Client's management skills, assets and operating results along with its cooperation with Consultant's efforts.

6. Client's Right to Approve Transactions. Client expressly retains the right to approve; in it's sole discretion, each and every transaction introduced by Consultant that involves Client as party to any agreement. Consultant and Client mutually agree that Consultant is not authorized to enter into agreements on behalf of Client.

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7. Client Under No Duty or Obligation to Accept or Close on any Transactions. It is mutually understood and agreed that Client is not obligated to accept or close any promotional proposal, acquisition or merger transaction submitted by Consultant.

8. Place of Service. The Strategic Marketing and Planning Program services contemplated to be performed by Consultant, or its agents will be performed through Consultant offices or in the field where existing opportunities may be located, and such other places deemed appropriate by Consultant.

9. Costs and Expenses. Consultant shall be entitled to reimbursement of all agreed upon third party and out-of-pocket expenses that Consultant may incur in performing Strategic Marketing and Planning Program services under this Agreement. Such reimbursement will be in addition to any fees otherwise earned by Consultant hereunder, and shall be paid by Client within ten (10) days of Consultant's delivery of its statement of costs.

10. Work Stoppage or Early Termination. Notwithstanding anything to the contrary contained herein, the Client shall have the right to direct the work to be performed by Consultant under the terms of this Agreement. In addition, Client shall have the right at any time to direct Consultant to cease work or abandon its efforts on Client's behalf, and to refrain from commencing any new work or providing any further Strategic Marketing and Planning hereunder.

11. Non-Exclusive Services. Client acknowledges that Consultant and its agents are currently providing services of the same or similar nature to other parties and Client agrees that Consultant is not prevented or barred from rendering services of the same nature or similar nature to any other individual or entity. Consultant understands and agrees that Client shall not be prevented or barred from retaining other persons or entities to provide services of the same or similar nature as those provided by Consultant.

12. Potential Conflicts of Interest. During the time of this Agreement, Consultant may enter into Agreements, certain activities or employment, which will be in direct conflict with Client's interest and Consultant's obligations under this Agreement. The Client's sole remedy in the event of such conflict shall be termination of this Agreement and the immediate cancellation of the Consultant's stock options, if any. Consultant will advise Client of it's position with respect to any activity, employment, business arrangement or potential conflict of interest, at such time that it may arise, which may be relevant to this Agreement.

13. Representations and Warranties of Client. Client hereby represents and warrants to Consultant that:

A. Corporate Existence. Client is a corporation duly organized, validly existing, and in good standing under the laws of the State of Nevada with corporate power to own property and carry on it's business as it is now being conducted and will be conducted in the future.

B. Financial Statements. Client has or will cause to be delivered concurrently with the execution of this Agreement, copies of its most recent financial statements, not to be more than ninety (90) days old, together with related statements of Operations and Retained Earnings and Changes in Financial Position for the same period (the "Client Financials"). The Client Financials accurately set forth the financial condition of Client as of the dates of the Client Financials and all the financial statements described in this paragraph have been prepared in conformity with generally accepted accounting principals, applied on a consistent basis, and present fairly the financial position of Client as of their date. Client will immediately advise Consultant of any material change in Client's Company and potential inability to perform objectives in a business like manner.  

C. No Conflict. This Agreement has been duly executed by Client and said execution and performance of this Agreement will not violate, or result in a breach of, or constitute a default in any Agreement, instrument, judgment, decree or order to which Client is a party or to which Client is subject, nor will such execution and performance constitute a violation or conflict of any fiduciary duty to which Client is subject.

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D. Information.No representation or warranty contained herein, nor any statement in any document, certificate or schedule furnished or to be furnished pursuant to this agreement by Client, or in connection with the transaction contemplated hereby, contains or contained any untrue statement of material fact.

14. Representation and Warranties of Consultant. Consultant hereby represents and warrants to Client that:

A. Prior Experience. Consultant has extensive experience and enjoys relationships within the financial community.

B. No Litigation. Consultant is not a defendant, nor a plaintiff against whom a counterclaim has been asserted, in any litigation, pending or threatened, nor has any material claim been made or asserted against Consultant, nor are there any proceedings threatened or pending before any U.S. or other territorial, federal, state or municipal government, or any department, board, body or agency thereof, involving as of the date hereof, that may entitle a successful litigant to a claim against any of Consultant's assets.

C. Information. No representation or warranty contained herein„ nor any statement in any document, certificate or schedule furnished or to be furnished pursuant to this agreement by Consultant, or in connection with the transaction contemplated hereby, contains or contained any untrue statement of material fact.

D. Inside Information - Securities Laws Violations. In the course of the performance of Consultant's duties, Consultant may become aware of information which is considered "inside information" within the meaning of the Federal Securities Laws, Rules and Regulations. Consultant acknowledges that it's use, or the use of such information to purchase or sell securities of Client, or it's affiliates, or to inform any other party with a view to buy, sell, or otherwise deal in Client's security is prohibited by law.

E. Agreement Does Not Contemplate Corrupt Practice - Domestic or Foreign. All payments under this Agreement constitute compensation for services performed and this Agreement and all payments, and the use of payments by Consultant, do and shall not constitute an offer, payment or promise or authorization of payment of any money or gift to an official or political party of, or candidate for political office in any jurisdiction within or outside of the United States. These payments may not be used to influence any act or decision of an official, party, or candidate to use his/her/it's influence with a government to assist Client in obtaining, retaining, or directing business to Client or any person or their corporate entity. As used in this Paragraph, the term "official" means any officer or employee of a government, or any person acting in an official capacity for or on behalf of any government; the term "government" any department, agency, or instrumentality of a government.

F. Subsequent Events. Consultant will notify Client if, subsequent to the date hereof, Consultant incurs obligations, which could compromise its efforts and obligations under this Agreement.

15. Information Regarding Client. Consultant represents and warrants that it has received copies of Client's financial statements and other disclosure documents ("Disclosure Documents") Consultant represents that it has read the Disclosure Documents and has reviewed all such information with its legal, financial and investment advisors to the extent it deemed such review necessary or appropriate. Because of Clients financial condition and other factors, the receipt of the Fee Shares as partial compensation under this Agreement involves a high degree of risk, including, the risk that Consultant may loose it's entire investment. Consultant expressly acknowledges and accepts this risk.

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16. Consultant Not an Agent or Employee. Consultant's obligations under this Agreement consist solely of the services described herein. In no event shall Consultant be considered to act as the employee or agent of Client or otherwise represent or bind Client. For the purposes of this Agreement Consultant is an independent contractor. All final decisions with respects to acts of Clients or its affiliates, whether or not made pursuant to or in reliance on information or advice furnished by Consultant hereunder, shall be those of Client or such affiliates and Consultant shall under no circumstances be liable for any expense incurred or loss suffered by Client as a consequence of such action or decisions.

17. Miscellaneous.

A. Authority. The execution and performance of this Agreement have been duly authorized by all requisite corporate action. This Agreement constitutes a valid and binding obligation of the parties hereto.

B. Amendment. This Agreement may be amended or modified at any time or in any matter only by an instrument in writing executed by the parties hereto.  

C. Waiver. All the rights and remedies of either party under this Agreement are cumulative and not exclusive of any other rights and remedies provided by law. No delay or failure on the part of either party in the exercise of any right or remedy arising from a breach of this Agreement shall operate as a waiver of any subsequent right or remedy arising from a subsequent breach of this Agreement. The consent of any party where required hereunder to any act of occurrence shall not be deemed to be a consent to any other act of occurrence.  

D. Assignment. Neither this entire Agreement nor any right created by the Agreement shall be assignable by either party without the prior written consent of the other. Nothing in this Agreement, expressed or implied, is intended to confer upon any person other than the parties and their successors, any right or remedies under this Agreement.  

E. Notices. Any other communication required or permitted by this Agreement must be in writing and shall be deemed to be properly given when delivered in person to an officer of the other party, or transmittal by certified registered mail, postage prepaid, or when deposited by a public telegraph company for transmittal, charges prepared, provided that the communication is addressed as follows:

   GAWK Inc.

   5300 Melrose Avenue

   Suite 42

   Los Angeles, CA 90038

   Kamrol Imperial Corp.

   1274 Sundial Avenue

   Suite 210

   Belize City, Belize

F. Headings and Captions. The headings of Paragraphs are included solely for convenience. If a conflict exists between any heading and the text of this Agreement, the text shall control.

G. Entire Agreement. This instrument and the exhibits to this instrument contain the entire Agreement between the parties with respect to the transaction contemplated by the Agreement. It may be executed in any number of counterparts but the aggregate of the counterparts together constitutes only one and the same instrument.

H. Partial Effect or Invalidity. In the event that any one or more of the provisions contained in Agreement shall for any reason be held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not effect any other provisions of this Agreement, but this Agreement shall be construed as if it never contained such invalid, illegal, or unenforceable provisions.

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I.	Controlling Law. The validity, interpretation, and performance of this Agreement shall be controlled by and construed under the laws of the State of Nevada, the state in which this Agreement is being executed.
J.	Attorney's Fees. If any action at law or in equity, including an action for declamatory relief, is brought to enforce or interpret the provisions of this Agreement, the prevailing party shall be entitled to recover actual attorney's fees from the other party. The attorney's fees may be ordered by the court in the trial of any action described in this paragraph or may be enforced in a separate action in order to determine attorney's fees.
K.	Time is of the Essence. Time is of the essence of this Agreement and of each and every provision hereof.
L.	Mutual Cooperation. The parties hereto shall cooperate with each other to achieve the purpose of this Agreement, and shall execute such other and further documents and take such other and further actions as may be necessary or convenient to effect the transactions described herein.
M.	Further Actions. At any time and from time to time, each party agrees, at it's or their expense, to take actions and to execute and deliver documents as may be reasonably necessary to effectuate the purposes of this Agreement.
N.	Indemnification. Client and Consultant agree to indemnify, defend and to hold each other harmless from and against all demands, claims actions, losses, damages, liabilities, costs and expenses, including without limitations, interest, penalties and attorney's fees and expenses asserted against or imposed or incurred by either party by reason of or resulting from a breach of any representation, warranty, covenant, condition or agreement of the other party to this Agreement.
O.	Facsimile Counterparts. If a party signs this Agreement and transmits an electronic facsimile or email of the signature page of the other party, the party who receives the transmission may rely upon the electronic facsimile or email as a signed original of this Agreement.

IN WITNESS WHEREOF, the parties have executed this Agreement on the date hereinabove written.

For Consultant:		For Client:
By:		By:
	Consultant		President

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EX-10.3

Exhibit 10.3

CONSULTING AGREEMENT

This Consulting Agreement (the “Agreement”) is made and entered into as of this 26 day of June 2014, by and between Cloud Medical Doctor Software Corporation, a Texas corporation (the “Company”) and Gawk Incorporated, a Nevada Corporation (the “Consultant”) (individually, a “Party”; collectively, the “Parties”).

RECITALS

WHEREAS, Consultant has certain expertise and experience in the Streaming Movie and Music Industries in the area of sales and marketing strategy, press releases, public company venues, and general industry specific business guidance and,

WHEREAS, the Company wishes to engage the services of Consultant to assist the Company in the area of sales and marketing strategy, press releases, public company venues, and general industry specific business guidance in the streaming Movie and Music Industries.

NOW, THEREFORE, in consideration of the mutual promises herein contained, the Parties hereto hereby agree as follows:

1. CONSULTING SERVICES.

Consultant agrees assist the Company in the area of sales and marketing strategy, press releases, public company venues, and general industry specific business guidance in the Streaming Movie and Music Industries (the “Consulting Services”). Consultant hereby agrees to perform the Consulting Services in a workmanlike manner.

2. TERM OF AGREEMENT.

This Agreement shall be in full force and effect commencing upon the date Hereof and continuing for a period of Four (4) years. This Agreement shall terminate upon the Consultant's full completion of the Consulting Services. Either Party hereto shall have the right to terminate this Agreement without cause in the event of the death, bankruptcy, insolvency, or assignment for the benefit of creditors of the other Party. Consultant shall have the right to terminate this Agreement if Company fails to comply with the terms of this Agreement, including without limitation its responsibilities for compensation as set forth in this Agreement, and such failure continues un-remedied for a period of 30 days after written notice to the Company by Consultant. The Company shall have the right to terminate this Agreement upon delivery to Consultant of notice setting forth with specificity facts comprising a material breach of this Agreement by Consultant if such breach shall remain uncured for more than 30 days.

3. TIME DEVOTED BY CONSULTANT.

It is anticipated that the Consultant shall spend as much time as deemed necessary by the Consultant in order to perform the obligations of Consultant hereunder. The Company understands that this amount of time may vary and that the Consultant may perform Consulting Services for other companies.

4. PLACE WHERE CONSULTING SERVICES WILL BE PERFORMED.

The Consultant will perform most Consulting Services in accordance with this Agreement at such place(s) as necessary to perform these Consulting Services in accordance with this Agreement.

5. COMPENSATION TO CONSULTANT.

As compensation for the Consulting Services, and subject to the terms and conditions of this Agreement, Company will, upon entering into this Agreement authorize the issuance and delivery of 3,000,000 shares of the Company’s common stock (the “Compensation Shares”) to Consultant, or an individual designated by Consultant to perform the Consulting Services.

6. INDEPENDENT CONTRACTOR.

Both Company and the Consultant agree that the Consultant will act as an independent contractor in the performance of its duties under this Agreement. Nothing contained in this Agreement shall be construed to imply that Consultant, or any employee, agent or other authorized representative of Consultant, is a partner, joint venture, agent, officer or employee of Company unless such status shall be agreed upon and set forth in a writing signed by the parties.

7. CONFIDENTIAL INFORMATION.

The Consultant and the Company acknowledge that each will have access to proprietary information regarding the business operations of the other and agree to keep all such information secret and confidential and not to use or disclose any such information to any individual or organization without the non-disclosing Party's prior written consent. Further, Consultant acknowledges that it will have access to proprietary information regarding the business operations of certain clients of the Company and agrees to keep all such information secret and confidential and not to use or disclose any such information to any individual or organization without the Company's prior written consent.

8. INDEMNIFICATION.

Each Party (the “Indemnifying Party”) agrees to indemnify, defend, and hold harmless the other Party (the “Indemnified Party”) from and against any and all claims, damages, and liabilities, including any and all expense and costs, legal or otherwise, caused by the negligent act or omission of the Indemnifying Party, its subcontractors, agents, or employees, incurred by the Indemnified Party in the investigation and defense of any claim, demand, or action arising out of the work performed under this Agreement; including breach of the Indemnifying Party of this Agreement. The Indemnifying Party shall not be liable for any claims, damages, or liabilities caused by the sole negligence of the indemnified Party, its subcontractors, agents, or employees.

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The Indemnified Party shall notify promptly the Indemnifying Party of the exercise of any claim, demand, or other matter to which the Indemnifying Party’s indemnification obligations would apply, and shall give them a reasonable opportunity to settle or defend the same at their own expense and with counsel of their own selection, provided that the Indemnified Party shall at all times also have the right to fully participate in the defense.  If the Indemnifying Party, within a reasonable time after this notice, fails to take appropriate steps to settle or defend the claim, demand, or the matter, the Indemnified Party shall, upon written notice, have the right, but not the obligation, to undertake such settlement or defense and to compromise or settle the claim, demand, or other matter on behalf, for the account, and at the risk, of the Indemnified Party.

The rights and obligations of the Parties under this Article shall be binding upon and inure to the benefit of any successors, assigns, and heirs of the Parties.

9. NOTICES

Except as otherwise expressly set forth herein, all notice required or permitted to given hereunder shall be in writing and shall be deemed effective when personally delivered, sent via overnight delivery or, if mailed, three (3) days after the date deposited in the United States Mail, postage prepaid, registered, or certified, and return receipt requested or by email communication. Unless changed by written notice given by one party to the other as provided herein, such notices shall be given to the Parties at the following address:

GAWK, Inc.

5300 Melrose Avenue

Suite 42

Los Angeles, CA 90038

Phone: 888-754-6190

Website: http://www.gawkinc.com

Cloud Medical Doctor Software Corporation

1291 Galleria Drive, Suite 200

Henderson, NV 89014

(702) 818-9011

10. CONFLICT WAIVER.

Company hereby acknowledges that Carl P. Ranno ("the Firm") represents the Consultant with various legal matters and does not represent the Consultant in connection with this Consulting Agreement or the contemplated transaction. Consultant further acknowledges that the Firm has drafted this Agreement. Consultant has been given the opportunity to consult with counsel of their choice regarding their rights under this Agreement. Consultant hereby waives any action it may have against the Firm regarding such conflict of interest.

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11. MISCELLANEOUS.

(A) The Parties submit to the jurisdiction of the Courts of the County of Clark, State of Nevada or, if there be subject matter jurisdiction, a Federal Court empanelled in the State of Nevada for the resolution of all legal disputes arising under the terms of this Agreement. This provision shall survive the termination of this Agreement.

(B) If either Party to this Agreement brings an action on this Agreement, the prevailing Party shall be entitled to reasonable expenses therefore, including, but not limited to, attorneys’ fees and expenses and court costs.

(C) This Agreement shall inure to the benefit of the Parties hereto, their administrators and successors in interest.  This Agreement shall not be assignable by either Party hereto without the prior written consent of the other.

(D) This Agreement contains the entire understanding of the Parties and supersedes all prior agreements between them.

(E) This Agreement shall be constructed and interpreted in accordance with and governed by the laws of the State of Nevada

(F) No Supplement, modification or amendment of this Agreement shall be binding unless executed in writing by the Parties. No waiver of any of the provisions of this Agreement shall be deemed, or shall constitute, a waiver of any other provision, whether or not similar, nor shall any waiver constitute a continuing waiver. No waiver shall be binding unless executed in writing by the Party making the waiver.

(G) If any provision hereof is held to be illegal, invalid or unenforceable under present or future laws effective during the term hereof, such provision shall be fully severable. This Agreement shall be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part hereof, and the remaining provisions hereof shall remain in full force and effect and shall not be affected by the illegal, invalid or unenforceable provision or by its severance herefrom.

(H) The above recitals are incorporated into this Agreement by this reference.

IN WITNESS WHEREOF, the Parties hereto have placed their signatures hereon on the day and year first above written.

COMPANY:	CONSULTANT:
CLOUD MEDICAL DOCTOR INC.	GAWK INCORPORATED,
/s/ Michael DeLaGarza	/s/ Scott Kettle
By: Michael DeLaGarza	By: Scott Kettle
Its: President	Its: President

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EX-10.4

Exhibit 10.4

EXECUTIVE EMPLOYMENT AGREEMENT

This Employment Agreement (the "Agreement") is entered into as of the 20th day of August, 2013 between Scott Kettle ("Employee") and Gawk Incorporated, a Nevada corporation (the "Company").

WHEREAS, Employee and the Company desire to enter into this Agreement setting forth the terms and conditions for the employment relationship of Employee with the Company during the Term (as defined below).

NOW, THEREFORE, in consideration of the mutual promises contained herein, the parties to this Agreement hereby agree as follows:

1. Services

1.1.

Employment. During the Term (as defined below), the Company hires Employee to perform such services as the Company may from time to time reasonably request consistent with Employee's position with the Company (as set forth in Section 2 hereof) and Employee's stature and experience in the industry (the "Services"). The Services and authority of Employee shall include management and supervision of (A) the general business, affairs, management and operations of the Company, (B) the general business, affairs, management and operations of the Company’s future acquisitions and affiliates, and (C) other principal business activities of the Company and its Affiliates. For purposes of this Agreement, "Affiliates" shall mean, as to any person, any other person controlled by or under common control with (or, where applicable, controlling), directly or indirectly, such person; and "person" shall mean any individual, corporation, partnership, limited liability company, joint venture, association, joint-stock company, trust, unincorporated organization or government or other agency or political subdivision thereof, or any other entity.

1.2.

Location. During the Term, Employee's Services shall be performed in any area of Employee’s convenience which permits regular communication via telephone, Internet or other popular medium with employees, officers, directors, customers and other affiliates as needed to effectively carry out duties as described herein. Employee acknowledges and understands that officers and other participants critical to the Company’s business are dispersed nationally and internationally, and that such dispersion will increase substantially as the Company grows. The parties therefore acknowledge and agree that the nature of Employee's duties hereunder may require domestic and international travel from time to time.

1.3.

Term. The term of Employee's employment under this Agreement (the "Term") shall commence on the 20th day of August, 2013 (the "Effective Date") and shall end on August 19th, 2016 unless sooner extended or terminated in accordance with the provisions of this Agreement. For purposes of this Agreement, "Employment Year" shall mean each twelve-month period during the Term commencing on August 20th, and ending on August 19th, of the following year. In the event the parties decide to extend this Agreement for an additional three year Term, any extension agreed upon must be done so in writing and executed by the Company and Employee no later than 5 p.m. Eastern Standard Time on August 19th, 2016.

1.4.

Exclusivity. Under this Agreement, Employee represents that he shall not, in his individual capacity or otherwise, render Services or accept employment from any other company, or become an officer, controlling shareholder or partner in any other entity engaged in the field of streaming media, or that in other ways competes with the Company or poses, judged by good faith standards, a conflict of interest between the Company and the other entity. In the event Employee wishes to accept or retain a Board of Director’s position at any other entity, he shall obtain Board approval prior to accepting or retaining such position, with such Board approval not to be unreasonably withheld. Notwithstanding anything to the contrary stated in this Agreement, Employee may acquire and/or retain, as an investment, and take customary actions (including the exercise or conversion of any securities or rights) to maintain and preserve Employee's ownership of any one or more of the following (provided such actions, other than passive investment activities, do not unreasonably interfere with Employee's Services hereunder): (i) securities of any corporation that are registered under Sections 12(b) or 12(g) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and that are publicly traded as long as Employee is not part of any control group of such corporation and, in the case of public corporations in competition with the Company, such securities do not constitute more than five percent of the voting power of that public company; (ii) any securities of a partnership, trust, corporation or other person so long as Employee remains a passive investor in that entity and so long as such entity is not, directly or indirectly, in competition with the Company, (iii) securities or other interests now owned or controlled, in whole or in part, directly or indirectly, by Employee in any corporation or other person and which are identified on Schedule 1.4 hereto; and (iv) securities of the Company or any of its Affiliates. Nothing in this Agreement shall be deemed to prevent or restrict Employee's ownership interest in the Company and its Affiliates or Employee's ability to continue any business activity in which Employee was engaged prior to joining the Company, with the exception of any business that has as its business model the development, production, marketing, selling and distribution of any technology whatsoever, or Employee’s ability to render charitable or community services.

2. Power and Authority.

2.1.	During the Term, Employee shall be a member of the Board of Directors of the Company (the "Board"), a member of the executive or supervisory committee (or comparable committee) (the "Executive Committee") of the Board Chief Information Officer of the Company.
2.2.	The Company may from time to time during the Term appoint Employee to one or more additional offices of the Company. Employee agrees to accept such offices if consistent with Employee's stature and experience and with the type of offices with the Company held by Employee.

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2.3.

Confidentiality. Employee acknowledges that in furnishing his Services to the Company, he will, through the Term, come into close contact with many confidential affairs of the Company, including confidential information about technology, costs, profits, sales, pricing policies, operational methods, and other confidential information not readily available to the public (the "Confidential Materials"). In recognition of the foregoing, Employee covenants and agrees that Employee will not intentionally disclose any material Confidential Materials to anyone outside the Company and its Affiliates during the Term except in the course of rendering the Services or with the Company’s written consent. For purposes of this Agreement, the term "Confidential Materials" does not include information which at the time of disclosure has previously been made generally available to the public by any means other than the wrongful act of Employee in violation of this Section. Employee may use and disclose Confidential Materials to the extent necessary to assert any right or defend against any claim arising under this Agreement, the Company’s 2013 Stock Option Plan and Agreement to be entered into by and among the Company and Employee (the "Option Agreement") and any other documents entered into pursuant to or contemplated by the foregoing (this Agreement, the Option Agreement, and any other documents entered into pursuant to or contemplated by the foregoing are collectively referred to herein as the "Transaction Documents"). Employee may also use and disclose Confidential Materials to the extent necessary to assert any right or defend against any claim pertaining to Confidential Materials or their use, to the extent necessary to comply with any applicable statute, constitution, treaty, rule, regulation, ordinance or order, whether of the United States, any state thereof, or any other jurisdiction applicable to Employee after giving prior notice to the Company (time permitting), or if Employee receives a request to disclose all or any part of the information contained in the Confidential Materials under the terms of a subpoena, order, civil investigative demand or similar process issued by a court of competent jurisdiction or by a governmental body or agency, whether of the United States or any state thereof, or any other jurisdiction applicable to Employee after giving prior notice to the Company (time permitting).

2.4.

Indemnification. The Company shall indemnify Employee to the fullest extent allowed by applicable law. Without limiting the foregoing, Employee shall be entitled to the benefit of the indemnification provisions contained on the date hereof in the Bylaws of the Company and any applicable Bylaws of any Affiliate, notwithstanding any future changes therein, and Employee shall also be entitled to the benefit of the Indemnification Agreement attached hereto as Exhibit "A" which shall be entered into between the Company and Employee concurrently with the execution of this Agreement. In addition, the Company shall provide Employee with directors and officer’s insurance as provided for herein.

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3. Compensation.

As compensation and consideration for the Services provided by Employee during the Term pursuant to this Agreement, the Company agrees to pay to Employee the compensation set forth below.

3.1.	Fixed Annual Compensation. The Company shall pay to Employee salary ("Fixed Annual Compensation") at the rate of $240,000 per annum beginning on August 20th 2013; at the rate of $300,000 per annum beginning on August 20th 2014; and at the rate of $360,000 per annum beginning on August 20th 2015. Fixed Annual Compensation is payable to the Employee in accordance with the Company’s usual salary practices, but in no event less than once monthly.
3.2.	Bonus. Under this Agreement, Employee shall be entitled to participate in the highest bonus incentive program (hereafter “BIP”) set up by the Board. While the specific structure and trigger mechanisms for the BIP are at the sole discretion of the Board, the BIP shall afford Employee the opportunity to earn a minimum of $150,000 per year in cash bonuses through the Employee’s accomplishment of specific pre-identified reasonable milestones in the development of the Company’s business, or by exceeding the approved business plan revenue and income levels. Any payments under the BIP shall be paid annually to Employee and shall be paid no later than the end of the first quarter following the Company’s fiscal year-end. In addition to the BIP, Employee shall also be entitled to such additional bonus, if any, as may be granted by the Board (with Employee abstaining from any vote thereon) or compensation or similar committee thereof in the Board's (or such committee's) sole discretion based upon Employee's performance of his Services under this Agreement.
3.3.	Additional Compensation. The Employee shall be entitled to receive an annual bonus no less than Two Percent (2%) of Adjusted Gross Sales. For the purpose of this Agreement, Adjusted “Adjusted Gross Sales” shall mean Gross Sales minus all fixed costs. Further, the Employee shall be entitled to receive such additional bonus payments or incentive compensation as may be determined at any time or from time to time by the Board of Directors of the Company (or any authorized committee thereof) in its discretion, but no less than once every quarter.

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4. Expenses; Additional Benefits

4.1.	Vacation. Employee shall be entitled to an aggregate of three weeks of paid vacation during each Contract Year. Employee shall take vacation at times determined by the Employee, however, with the appropriate consideration for the Company’s business needs. In addition, Employee shall be entitled to holidays generally observed in the USA.
4.2.	Employee Business Expense Reimbursement. Employee shall be entitled to reimbursement of all business expenses for which Employee makes an adequate accounting to the Company beginning on the effective date hereof. The determination of the adequacy of the accounting of the foregoing expenses shall be within the reasonable discretion of the Company’s independent certified accountants taking into consideration the substantiation requirements of the Internal Revenue Code of 1986, as amended (the "Code"). Employee shall be entitled to cash reimbursement for expense items, including extended travel. Employee shall be entitled to cash or stock reimbursement for ordinary expenses, including phone and local travel, at the sole option of Employee.
4.3.	Stock Option Plan and Agreement. Concurrently with the execution of this Agreement and in consideration for the execution thereof, Employee and the Company shall develop, implement and enter into the Gawk Incorporated, Stock Option Plan and Agreement, which represents a material inducement to Employee's willingness to enter into this Agreement.

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4.4.	Directors and Officers Liability Insurance. Employee shall be entitled to the protection of any insurance policies the Company or any of its Affiliates may elect to maintain generally for the benefit of its directors and officers against all costs, charges and expenses whatsoever incurred or sustained by Employee or his legal representatives in connection with any action, suit or proceeding to which Employee (or his legal representatives or other successors) may be made a party by reason of Employee being or having been a director or officer of the Company or any of its Affiliates or Employee serving or having served any other enterprises as a director, officer or employee at the request of the Company. The Company shall provide and maintain at all times during the Term and for a period of six years thereafter such a directors and officers insurance policy covering Employee and his legal representatives, issued by a reputable and financially-sound insurance carrier of national standing which is acceptable to Employee, and providing coverage in the amount of at least $1,500,000.
4.5.	Medical and Dental Insurance. Employee shall be entitled to comprehensive medical and dental insurance (from a reputable and financially-sound insurance carrier of national standing which is acceptable to Employee) for himself, his common-law spouse/spouse and children. Such insurance shall cover at the minimum 100% of all hospitalization costs and 85% of other medical costs, with the annual deductible not exceeding $500 per person. There shall be no cap on benefits for the medical insurance, and the annual cap for dental insurance benefits shall not be less than $5,000. The Company may either provide these benefits directly to Employee or promptly reimburse Employee for the cost of such benefits, at the Company’s election.
4.6.	Life Insurance Policy. The Company shall provide Employee with a whole-life life insurance policy (from a reputable and financially-sound insurance carrier of national standing which is acceptable to Employee) for his benefit in the amount of not less than $1,000,000 (the "Life Insurance Policy"). The Company agrees to make all premium payments under the Life Insurance Policy; provided, however, that Employee or Employee's assignee reserve the right (either before or after the Company obtains such life insurance policy) to require the Company to pay directly to Employee or the assignee the premiums for such policy (and to assign the policy to Employee or assignee if the Company has already obtained such policy) so that Employee or the assignee own(s) the policy and Employee or the assignee make(s) the premium payments. Employee or the assignee shall be entitled to name the beneficiary or beneficiaries of such policy and, upon expiration (or earlier termination) of the Term, Employee or the assignee shall have the right to require the Company to assign any rights it may have in such policy freely. Employee agrees that the Company may secure additional insurance on Employee's life for the benefit of the Company.

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4.7. Disability Insurance. In addition to any disability benefits or insurance coverage provided to Employee through any group disability plan of the Company or its Affiliates, the Company shall provide Employee with disability insurance with one or more substantial carriers providing the maximum amount of disability benefits to Employee that are available under a disability policy with an annual premium of $20,000. The Company shall pay such annual premium of $20,000 directly to the insurance company; provided, however, that Employee reserves the right (either before or after the Company obtains such disability insurance policy) to require the Company to pay directly to Employee the premiums for such policy (and to assign the policy to Employee or Employee's assignee if the Company has already obtained such policy) so that Employee or Employee's assignee own(s) the policy and make(s) the premium payments. Employee or Employee's assignee may supplement or increase such insurance coverage by paying additional premiums in excess of the $20,000 annual premium to be paid by the Company. Upon expiration (or earlier termination) of the Term, Employee shall have the right to require the Company to assign any rights it may have in such disability insurance policy to Employee or Employee's assignee.

4.8.	Additional Benefits. In addition to the foregoing, Employee shall receive and continue to receive such additional benefits ("Additional Benefits") specified in this Section 3 and such additional and fringe benefits as he now enjoys. Such Additional Benefits to be received by Employee shall include without limitation (i) business-class air travel for all trips (domestic and foreign) made by Employee in connection with Employee's Services to the Company or its Affiliates, (ii) reimbursement of Employee's personal legal and accounting expenses (including the cost of a business manager) in an amount not to exceed $5,000 in each year of the Term plus reimbursement of the cost of preparation of the annual tax returns of Employee and his related entities in an amount not to exceed $5,000 in each year of the Term, (iii) customary health, medical and dental insurance for Employee, his common-law spouse/spouse and children, and (iv) an automobile of Employee's choice and reimbursement of all expenses incurred in connection with such automobile, including, without limitation, lease or purchase payments (which at Employee's election shall be made directly by the Company or pay directly to the Employee), taxes, fees, registration, insurance, gas, car phone, maintenance and repairs. The aggregate amount of the automobile lease or purchase payments hereunder shall not exceed $15,000 in any year of the Term. Employee shall retain title to such automobile upon expiration or earlier termination of the Term (v) corporate housing within 30 minutes of corporate headquarters not to exceed $3,500 per month (vi) a reasonable amount each month to pay for and setup a home office/Company’s office in the Employee’s personal residence.
4.9.	Other Agreements. Concurrently with the execution of this Agreement, Employee and the Company shall enter into other Transaction Documents that have not been previously executed.
4.10.	General. Employee shall be entitled to participate in any profit-sharing, pension, health, sick leave, holidays, personal days, insurance or other plans, benefits or policies (not duplicative of the benefits provided hereunder) available to the employees of the Company or its Affiliates on the terms generally applicable to such employees.
4.11.	Asset Sale or Merger. In the event of a sale of all of the assets or a merger in which the Company is not the surviving entity and in which the Company is valued at $50,000,000 or more, Employee will be entitled to the greater of 5% of the gross proceeds of the value of the transaction or $2,500,000 in cash to be paid upon the transaction’s closing.

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4.12. No Reduction of Benefit or Payment. No payment or benefit made or provided under this Agreement shall be deemed to constitute payment to Employee or his legal representative or guardian in lieu of, or in reduction of, any benefit or payment under an insurance, pension or other benefit plan, and no payment under any such plan shall reduce any payment or benefit due under this Agreement.

5. Termination for Cause by the Company

5.1.

Reasons and process for Termination for Cause. The Company may terminate this Agreement, for Cause (with the ramifications described below), only pursuant to the “Gawk, Executive Termination Policy version 1.0”, or as a result of the Employees death.

5.2.

Effects of Termination for Cause. In the event this Agreement is terminated for Cause, all obligations under this Agreement by the Company shall cease as of the effective receipt date of the Notice of Termination by Employee. The Company shall pay the Fixed Annual Compensation up to the date of termination, and have no further obligations to Employee under this Agreement. Additionally, in the event this Agreement is terminated for Cause, the Employee is prohibited from taking employment with a direct competitor of the Company for a period of one year. The Company may also pursue damages and injunctive relief from Employee as compensation for its damages. Employee, on the other hand, may initiate legal action against the Company in the event Employee finds the termination unjustified.

6. Termination for Not-for-Cause by the Company

6.1. Reasons and process for Termination for Not-for-Cause. The Company may terminate this Agreement, for Not-for-Cause (with the ramifications described below), pursuant to the “Gawk Incorporated, Executive Termination Policy version 1.0”.

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6.2. Effects of Termination Not-for-Cause. In the event this Agreement is terminated Not-for-Cause, all obligations under this Agreement by the Company shall cease as of the effective receipt date of the Notice of Termination by Employee. Employee's obligations to provide Employee’s Services under this Agreement and Employee’s authority under the TOR shall cease as of the effective receipt of the Notice of Termination for Not-for-Cause. Employee will be entitled for a pro-rated bonus under Section 3 for the Contract Year in which the termination occurred and all and any unvested stock and options Employee or any of Employee's assignee holds in the Company or its Affiliates shall have vested immediately. Employee shall have no restrictions to furnish the Services of the Employee and the Employee shall have no restrictions with respect to accepting other employment (even with companies directly competing with the Company), except that upon receipt of comparable health and dental insurance through another company, the Company’s obligations to provide these benefits shall end.

7. Termination for Disability of Employee

7.1.	Employee’s incapacity. If, as a result of Employee's incapacity to materially perform the Services required under this Agreement because of physical or mental illness, as evidenced by Employee having been absent from his duties for two consecutive months or for more than an aggregate of three months in any Contract Year, the Board may give Employee a Disability Notice, which will be the first step in the parties attempts to terminate or amend this Agreement with mutual consent.
7.2.	Mandatory good faith dialogue. Upon the receipt of the Disability Notice by Employee, Employee and the Company shall engage in a good faith dialogue to agree on a resolution to the matter that is sensitive to the Company’s business needs as well as the Employee’s situation.
7.3.	Termination for Disability. In the event the parties after 30 days have not reached an agreement on the necessary amendments to this Agreement or terms for a mutual separation agreement, and the Employee’s incapacity persists, the Board may decide to terminate the Employee for Disability, by sending Employee a Notice of Termination for Disability.

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7.4. Effects of Termination for Disability. Upon the termination of this Agreement for Disability of Employee, Employee shall be entitled to receive (i) the Fixed Annual Compensation that would otherwise be payable hereunder to the end of the month in which such termination occurs and for twelve months thereafter; (ii) any bonus due and earned throughout the time period established in Section 3 of this Agreement any amounts earned pursuant to the terms of this Agreement but unpaid at the time of termination. Whenever compensation is payable to Employee hereunder during a time when Employee is partially or totally disabled and such disability (except for the provisions hereof) would entitle Employee to disability income or other special compensation according to the terms of any plan now or hereafter provided by the Company or according to any policy of the Company in effect at the time of such disability, the payments to Employee hereunder shall be inclusive of any such disability income or other special compensation and shall not be in addition thereto. If disability income is payable directly to Employee by an insurance company under an insurance policy paid for by the Company, then any such disability income paid during the thirty (30) months following the Date of Termination shall be considered to be part of the payments to be made by the Company, and not in addition thereto, and shall be paid to the Company, up to but not to exceed the amount of payments actually made by the Company. All disability income paid to Employee by said insurance company (i) during the thirty (30) months following the termination date in excess of the payments actually made by the Company, and (ii) after thirty (30) months following the termination shall be the sole property of Employee, as the case may be, pursuant to the terms of such insurance policy and shall not be required to be paid to the Company.

8. Termination by Employee for Material Breach

8.1. Employee shall have the right to terminate this Agreement in the event of a Material Breach by the Company. For purposes of this Agreement, "Material Breach" shall mean any of the following:

8.1.1.	The breach by the Company of a material term, condition or covenant of this Agreement;
8.1.2.	8.1.2. A reduction by the Company in the Fixed Annual Compensation set forth in Section 3.1;
8.1.3.	The failure by the Company to provide Employee with the Employee Benefits set forth in Section 3 and 4 (provided that the failure to provide any such benefits which individually and in the aggregate are immaterial shall not constitute Material Breach);

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8.1.4. Any significant change to the business of the Company effectuated without Employee's consent, so that the Company’s business is fundamentally departed from the description consistent with the business description filed in the company’s August 19, 2013 8K with the Securities and Exchange Commission.

8.2.	Material Breach Notice by Employee. In the event Employee wishes to pursue a termination of the Agreement on the account of a material breach by the Company, Employee may send to the Board a Notice of Material Breach describing in detail the nature and required corrective action to cure the alleged breach. Unless the Board formally objects to the Notice of Material Breach or responds and cures the breach within four weeks from its receipt, Employee have the right to terminate this Agreement by sending a Notice of Termination for Breach to that effect no earlier than the latest date by which the Company could still object or cure the Notice of Material Breach, but no later than 60 days from the Company’s receipt of the Notice of Material Breach.
8.3.	Effect of the Company’s objection. In the event the Company receives a Notice of Breach from Employee and does not consider the allegations in the notice to be valid, it has the right to object to the contents of the Notice by informing Employee to such effect in writing within four weeks. In the event of an objection by the Company to a Notice of Material Breach, the following process shall apply:
8.4.	The Board shall call a special meeting to allow Employee to state Employee's position on the matter and to allow for the parties to resolve the situation. Employee shall be allowed to have outside legal counsel present at such meeting.
8.5.	In the event the parties fail to resolve the matter in such meeting, the parties will submit the dispute to binding arbitration in accordance with Section 12 hereunder. Employee shall have the right upon request to such effect to cease providing Services for the duration of the arbitration. In the event the result of the arbitration confirms a material breach by the Company, Employee may at Employee's election terminate this Agreement or accept a possible cure offered by the Company. In the event the arbitration does not find that a material breach by the Company existed, the Company shall not be required to pay the Fixed Annual Compensation for any period during which Employee did not provide the Employee’s Services as called for in this Agreement.

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8.6. Effects of Termination by Employee for Material Breach. An effective termination by Employee resulting from a material breach of the Company shall be considered a Termination Not-for-Cause by the Company.

9. Termination by Employee for Change in Control

9.1.	Definition of Change in Control. For purposes of this Agreement, "Change in Control of the Company” means a change in control (except Changes in Control effected with the express consent of Employee) of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A promulgated under the Exchange Act, whether or not the Company is then subject to such reporting requirement, including, but not limited to (i) a transaction or series of related transactions resulting in a change in beneficial ownership of more than 40% of the outstanding equity securities of the Company; (ii) or a sale of all or substantially all of the assets of the Company.
9.2.	Termination Notice for Change of Control. In the event of an occurrence of Change of Control (as defined above), Employee shall have the right for a 30 day period upon becoming aware of the Change of Control to notify the Company of Employee's intention to terminate this Agreement based on this occurrence by sending a the Board a Notice of Disputed Change of Control. Unless the Board formally responds to the Notice of Disputed Change in Control with an offer to address the Employee's concerns by amending this Agreement in four weeks from its receipt, Employee shall have the right to terminate this Agreement by sending a Notice of Termination for Change of Control to that effect no earlier than the latest date by which the Company could still object or cure the Notice of Disputed Change of Control but no later than 30 days from the Company’s receipt of the Notice of Disputed Change of Control.
9.3.	In the event the Board has responded to the Notice of Disputed Change in Control with an offer to address Employee's concerns, the parties shall engage in meaningful good faith negotiations for a period of 60 days to amend or renew this Agreement to the satisfaction of both parties. In the event no agreement has been reached after the 60-day period, Employee shall have the right to terminate this Agreement by sending a Notice of Termination for Change of Control.

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9.4.

Effect of termination for Change of Control. An effective termination by Employee resulting from a Change in Control of the Company shall be considered a Termination Not-for-Cause by the Company.

9.5.

For the sake of clarity, a Change in Control does not give the Company (or the company acquiring it) any new rights. Anything herein contained to the contrary notwithstanding, in the event the Company experiences either a “change in control” transaction as defined herein, including, but not limited to, a merger, acquisition or sale of a controlling interest in the corporation as stated above, the terms and conditions of this Agreement shall remain in effect and in full force, all stock, options, warrants and any other consideration due Employee, or Employee's assignee. Employee shall become fully vested and such action the Company shall not in any way diminish, affect or compromise Employee’s rights under this Agreement.

10. Contingent re-negotiation of fixed payments for contract

10.1.	In the event the Company’s revenues during the fiscal year that ends closest to the end of the Third Contract Year exceed $20 million or the net income of the Company exceeds $5 million, Employee shall have the right to send the Company a “Re-negotiation Request”.
10.2.	Upon the Company’s receipt of the Re-negotiation Request the parties will engage in a 60 day good faith negotiation to adjust the Fixed Annual Compensation to better reflect Employee’s contribution to the success of the Company.
10.3.	In the event the Employee and the Company should fail to agree on mutually acceptable revised Fixed Annual Compensation, Employee shall have the right for 30 days thereafter terminate this agreement by giving notice to such effect.
10.4.	In the event this Agreement is terminated by Employee pursuant to Section 10 above, the Company shall have no obligation to Employee and Employee shall have no obligation to the Company under this Agreement, except that the termination of this Agreement shall take effect four weeks after the notice during which period the Employee shall facilitate a smooth transition of his duties.

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11. General

11.1.	Applicable Law Controls. Nothing contained in this Agreement shall be construed to require the commission of any act contrary to law and wherever there is any conflict between the provisions of this Agreement and any material statute, law, ordinance or regulation contrary to which the parties have no legal right to contract, then the latter shall prevail; provided, however, that in any such event the provisions of this Agreement so affected shall be curtailed and limited only to the extent necessary to bring them within applicable legal requirements, and provided further that if any obligation to pay the Fixed Annual Compensation, Bonus or any other amount due Employee hereunder is so curtailed, then such compensation or amount shall be paid as soon thereafter, either during or subsequent to the Term, as permissible.
11.2.	Waiver/Estoppel. Any party hereto may waive the benefit of any term, condition or covenant in this Agreement or any right or remedy at law or in equity to which any party may be entitled, but only by an instrument in writing signed by the parties to be charged. No estoppel may be raised against any party except to the extent the other parties rely on an instrument in writing, signed by the party to be charged, specifically reciting that the other parties may rely thereon. The parties' rights and remedies under and pursuant to this Agreement or at law or in equity shall be cumulative and the exercise of any rights or remedies under one provision hereof or rights or remedies at law or in equity shall not be deemed an election of remedies; and any waiver or forbearance of any breach of this Agreement or remedy granted hereunder or at law or in equity shall not be deemed a waiver of any preceding or succeeding breach of the same or any other provision hereof or of the opportunity to exercise such right or remedy or any other right or remedy, whether or not similar, at any preceding or subsequent time.
11.3.	Attorneys' Fees and Costs. Subject to in any action, suit or proceeding brought by any party hereto with respect to this Agreement, its subject matter or the actions, statements or conduct of any or each of the parties in the negotiation, execution or performance of this Agreement, the prevailing party shall be entitled to recover from the other parties all reasonable costs and expenses incurred in connection therewith, including but not limited to attorneys' fees, attorneys' costs and court costs.

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11.4. Notices. Any notice that the Company is required or may desire to give to Employee hereunder shall be in writing and may be served by delivering it to Employee, or by sending it to Employee by certified mail, return receipt requested (effective five days after mailing) or overnight delivery of the same by delivery service capable of providing verified receipt (effective the next business day), or facsimile (effective twenty-four hours after receipt is confirmed by person or machine), at the address set forth below, or such substitute address as Employee may from time to time designate by notice to the Company. Any notice that Employee is required or may desire to serve upon the Company hereunder shall be in writing and may be served by delivering it personally or by sending it certified mail, return receipt requested or overnight delivery, or facsimile (with receipt confirmed by person or machine) to the address set forth below, or such other substitute address as the Company may from time to time designate by notice to Employee.   The Company: Gawk Incorporated 201 St. Charles Ave., Suite 4700 New Orleans, Louisiana 70170 Employee: Scott Kettle 2018 Vine St Los Angeles, Ca. 90068

11.5.	Governing Law. This Agreement shall be governed by, construed and enforced and the legality and validity of each term and condition shall be determined in accordance with the internal, substantive laws of the State of California applicable to agreements fully executed and performed entirely in California.
11.6.	Captions. The paragraph headings contained herein are for reference purposes only and shall not in any way affect the meaning or interpretation of this Agreement.
11.7.	No Joint Venture. Nothing herein contained shall constitute a partnership between or joint venture by the parties hereto.

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11.8.	Assignability. Employee may assign all or any portion of his rights to receive compensation hereunder to any corporation at least fifty percent (50%) of the capital stock of which is owned or controlled by Employee, to any other entity in which Employee owns or controls at least fifty percent of the total ownership interests, to trusts for the benefit of the family of Employee, to charitable trusts or to trusts for the benefit of any charitable purpose, or to any charity or non-profit organization. Notwithstanding any other provision hereof, Employee shall be permitted to establish loan-out companies to provide his services to the Company and assign this Agreement thereto, subject to the delivery by Employee of a customary personal adherence letter. The Company may not assign this Agreement or any portion of its rights or obligations hereunder. This Agreement shall be fully effective and binding upon the successors in interest, assigns and Affiliates of the Company.
11.9.	Modification/Entire Agreement. This Agreement may not be altered, modified or amended except by an instrument in writing signed by all of the parties hereto. No person, whether or not an officer, agent, employee or representative of any party, has made or has any authority to make for or on behalf of that party any agreement, representation, warranty, statement, promise, arrangement or understanding not expressly set forth in this Agreement or in any other document executed by the parties concurrently herewith ("Parol Agreements"). This Agreement and all other documents executed by the parties concurrently herewith constitute the entire agreement between the parties and supersede all express or implied, prior or concurrent, Parol Agreements and prior written agreements with respect to the subject matter hereof. The parties acknowledge that in entering into this Agreement, they have not relied and will not in any way rely upon any Parol Agreements.
11.10.	Severability. If any term, provision or covenant in this Agreement is held to be invalid, void or unenforceable, (i) the remainder of the terms, provisions and covenants in this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated, and (ii) to the fullest extent possible, the provisions of this Agreement (including, without limitation, all portions of any section of this Agreement containing any such provision held to be invalid, void or unenforceable that are not themselves invalid, void or unenforceable) shall be construed so as to give effect to the intent manifested by the provision held invalid, void or unenforceable.

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11.11. No Mitigation; No Offset. Without limiting any other provision hereof, the Company agrees that any income and other employment benefits received by Employee from any and all sources before, during or after the expiration or termination of this Agreement for any reason shall in no way reduce or otherwise affect the Company's obligation to make payments and afford benefits hereunder. The Company shall have no right to offset against any payments or other benefits due to Employee under this Agreement the amount of any rights, claims or damages it or its Affiliates may have against Employee, including, without limitation, any claims by reason of any breach or alleged breach of this Agreement by Employee.

12. Arbitration.

12.1.

Company and Employee each hereby irrevocably agree to submit any and all disputes between them arising under this Agreement to binding, non-appealable arbitration, to be conducted in accordance with this Section. The parties further agree irrevocably to submit themselves, in any suit to confirm the judgment or finding of such arbitrator, to the jurisdiction of the Superior Court for the State of California, and hereby waive and agree not to assert (by way of motion, as a defense or otherwise) (a) any and all objections to jurisdiction that they may have under the laws of the State of California or the United States, and (b) any claim (i) that it or [he/she] is not subject personally to jurisdiction of such court, (ii) that such forum is inconvenient, (iii) that venue is improper, or (iv) that this Agreement or its subject matter may not for any reason be arbitrated or enforced as provided in this Section.

12.2.

The aggrieved party shall, upon written notice to the other, submit any dispute or controversy respecting actual or alleged breach of, or interpretation of, or enforcement of, this Agreement to binding non-appealable arbitration before a retired judge of the Superior Court of the State of California, to be conducted by means of a reference pursuant to the applicable sections of the California Code of Civil Procedures. Within ten (10) business days after receipt of the notice submitting a dispute or controversy to arbitration, the parties shall attempt in good faith to agree upon an arbitrator to whom the dispute will be referred and on a joint statement of contentions. Failing agreement thereto within ten (10) business days after receipt of such notice, each party shall name three (3) retired judges and thereafter either party may file a petition seeking the appointment of one of the persons named by the party as a referee by the presiding Judge of the Superior Court, which petition shall recite in a clear and meaningful manner the factual basis of the controversy between the parties and the issues to be submitted to the referee for decision. Each party hereby agrees that service of process in such action will be deemed accomplished and completed when a copy of the documents is sent in accordance with the notice provisions hereof.

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12.3.	The hearing before the referee shall be held within thirty (30) days after the parties reach agreement as to the identity of the referee (or within thirty (30) days after the appointment of a referee by the court). Unless more extensive discovery is expressly permitted by the referee, each party shall have only the right to two document production requests, shall serve but two sets of interrogatories and shall only be entitled to depose those witnesses which the referee expressly permits, it being the parties' intention to minimize discovery procedures and to hold the hearing on an expedited basis. The referee shall establish the discovery schedule promptly following submission of the joint statement of contentions (or the filing of the answer to the petition) which schedule shall be strictly adhered to. To the extent the contentions of the parties relate to custom or practice in the Company’s business model, or the technical industry generally, or to accounting matters, the referee shall select an independent expert or accountant (as applicable) with substantial experience in the industry segment involved to provide recommendations to the referee. All decisions of the referee shall be in writing and shall not be subject to appeal. The referee shall make all rulings in accordance with Nevada law and shall have authority equal to that of a Superior Court judge, to grant equitable relief in an action pending in Superior Court in which all parties have appeared.
12.4.	Except as otherwise provided in this Agreement, the fees and costs of the referee and of any experts retained shall be shared equally by the parties to such dispute. The referee shall award legal fees, disbursements and reimbursement of other expenses to the prevailing party for such amounts, if any, as determined by the referee to be appropriate. Judgment upon the referee's award may be entered as if after trial in accordance with California law.
12.5.	Contractual Nomenclature. All references herein to "Dollars" or "$" shall mean Dollars of the United States of America, its legal tender for all debts public and private. Wherever used herein and to the extent appropriate, the masculine, feminine or neuter gender shall include the other two genders, the singular shall include the plural, and the plural shall include the singular.

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12.6. Publicity. Neither party shall issue any press release or announcement of nor relating to the execution of, or any terms, provisions or conditions contained in this Agreement without the other party's prior approval of the content and timing of any such announcement or announcements.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.

/s/ Scott Kettle

By: Scott Kettle, CEO

/s/ Scott Kettle

By: Scott Kettle, Employee

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EX-10.5

Exhibit 10.5

EX-10.6

Exhibit 10.6

EX-31.1

Exhibit 31.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

PURSUANT TO RULES 13A-14 AND 15D-14

OF THE SECURITIES EXCHANGE ACT OF 1934

I, Scott Kettle, certify that:

1. I have reviewed this annual report on Form 10-K of Gawk, Inc. ;

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 small business issuer 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 small business issuer 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 small business issuer, including its  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 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; 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 (the registrant’s fourth fiscal quarter in the case of an annual report) 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.

By /s/ Scott Kettle                                                            

Scott Kettle, Chairman, Chief Executive Officer,

President, Treasurer

August 7, 2014

EX-31.2

Exhibit 31.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER

PURSUANT TO RULES 13A-14 AND 15D-14

OF THE SECURITIES EXCHANGE ACT OF 1934

I, Scott Kettle, certify that:

1. I have reviewed this annual report on Form 10-K of Gawk, Inc. ;

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 small business issuer 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 small business issuer 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 small business issuer, including its  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 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; 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 (the registrant’s fourth fiscal quarter in the case of an annual report) 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.

By /s/ Scott Kettle                                                            

Scott Kettle, Principle Accounting Officer

August 7, 2014

EX-32.1

Exhibit 32.1

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED

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

In connection with the Annual Report of Gawk, Inc.  (the “Company”) on Form 10-K for the period ended January 31, 2014 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Scott Kettle, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002, That to the best of my knowledge:

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

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

By /s/ Scott Kettle                                                           

Scott Kettle Director, Chief Executive Officer,

President, Treasurer

August 7, 2014

EX-32.2

Exhibit 32.2

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED

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

In connection with the Annual Report of Gawk, Inc.  (the “Company”) on Form 10-K for the period ended January 31, 2014 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Scott Kettle, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002, That to the best of my knowledge:

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

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

By /s/ Scott Kettle                                                           

Scott Kettle, Principle Accounting Officer

August 7, 2014

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Income Taxes (Details Textual) (USD $)	12 Months Ended
	Jan. 31, 2014	Jan. 31, 2013
Income Taxes (Textual)
Net operating loss carryforwards	$ 868,390
Net operating loss carryforwards, expiration date	Jan. 31, 2033
Operating loss carryforwards, Description on limitations	Events which may cause limitations in the amount of net operating losses that the Company may utilize in any one year include, but are not limited to, a cumulative ownership change of more than 50% over a three-year period.
Net operating loss carryforwards, Valuation allowance	$ 0	$ 0

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Recinded Asset Acquistions (Details Textual) (USD $)	12 Months Ended	0 Months Ended
	Jan. 31, 2014	Dec. 31, 2013 High Profile Distribution Llc [Member] Series C Preferred Stock [Member]	Nov. 14, 2013 Poker Junkies Production Llc [Member] Series C Preferred Stock [Member]	Nov. 14, 2013 Poker Junkies Production Llc [Member] Series B Preferred Stock [Member]
Business Acquisition (Textual)
Issued warrants to purchase of common stock shares				8,000,000
Investment Warrants, Exercise Price				$ 0.00
Class of warrant or right, outstanding	8,000,000
Warrants exercise vested period	6 months
Warrant exercisable percentage	125.00%
Stock issued during period value preferred stock		$ 18,000,000	$ 20,000,000
Stock issued during period share preferred stock		18	20

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Going Concern Issues

12 Months Ended

Jan. 31, 2014

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 an accumulated deficit at January 31, 2014 of $1,526,907 and needs additional cash to maintain its operations.

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.

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Equity (Details) (USD $)	0 Months Ended	12 Months Ended	34 Months Ended		12 Months Ended		12 Months Ended		0 Months Ended		12 Months Ended			12 Months Ended			0 Months Ended
	Feb. 12, 2014	Jan. 31, 2014	Oct. 31, 2013	Jan. 31, 2013	Jan. 31, 2014 Series A Preferred Stock [Member]	Jan. 31, 2013 Series A Preferred Stock [Member]	Jan. 31, 2014 Series B Preferred Stock [Member]	Jan. 31, 2013 Series B Preferred Stock [Member]	Jan. 23, 2014 Series B Preferred Stock [Member] Stock Purchase Agreement [Member]	Dec. 19, 2013 Series B Preferred Stock [Member] Stock Purchase Agreement [Member]	Jan. 31, 2014 Series C Preferred Stock [Member]	Jan. 31, 2013 Series C Preferred Stock [Member]	Jan. 31, 2014 Preferred B Warrants [Member]	Jan. 31, 2014 Common Stock [Member] Stock Purchase Agreement [Member]	Nov. 14, 2013 Board of Directors [Member]	Oct. 31, 2013 Poker Junkies Llcs [Member] Preferred B Warrants [Member]	Mar. 06, 2014 Subsequent Event [Member] Series A Preferred Stock [Member]
Equity (Textual)
Authorized shares of common stock and preferred stock															750,000,000
Par value of capital stock															$ 0.001
Preferred stock, shares authorized					1,000	1,000	50,000,000	50,000,000			100	100			100,000,000		1,000
Preferred stock, par value					$ 0.001	$ 0.001	$ 0.001	$ 0.001			$ 0.001	$ 0.001			$ 0.001
Common stock, shares authorized		650,000,000		650,000,000											650,000,000
Common stock, par value		$ 0.001		$ 0.001											$ 0.001
Common stock issued for services, Shares			2,000,000
Common stock issued for services		$ 40,000	$ 40,000
Preferred stock, voting rights																	The terms of the Certificate of Designation of the Series A Preferred Stock, which was filed with the State of Nevada on March 6, 2014, include the right to vote in aggregate, on all shareholder matters equal to 51% of the total vote ("Super Majority Voting Rights"). The Series A Preferred Stock will be entitled to this 51% voting right no matter how many shares of common stock or other voting stock of the Company are issued or outstanding in the future.
Preferred stock, shares issued													1,028,000			8,000,000
Preferred stock, value													1,028,000
Issuance of common stock, Description			The Company intends to issue common stock at 125% of the value of the stock of the Preferred Series B investment.
Stock issued during period, value									250,000	100,000				50,000
Stock issued during period, Shares									250,000	100,000				75,000,000
Return on investments	$ 150,000

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Related Party Transactions (Details Textual) (USD $)	0 Months Ended	12 Months Ended		34 Months Ended
	Aug. 20, 2013	Jan. 31, 2014	Jan. 31, 2013	Oct. 31, 2013
Related Party Transactions (Textual)
Common stock issued for services, Shares				2,000,000
Common stock issued for services		$ 40,000		$ 40,000
Advances Received From CEO		26,537	12
Repayment of prior advance			26,537
Amount owed to the prior CEO for advances		0	0
Unpaid salaries		100,000
Compensation	240,000
Cash bonus		150,000
Asset Sale or Merger, Description		In the event of a sale of all of the assets or a merger in which the Company is not the surviving entity and in which the Company is valued at $50,000,000 or more, Employee will be entitled to the greater of 5 of the gross proceeds of the value of the transaction or $2,500,000 in cash to be paid upon the transaction's closing.
August 20, 2014 [Member]
Related Party Transactions (Textual)
Compensation		300,000
August 20, 2015 [Member]
Related Party Transactions (Textual)
Compensation		$ 360,000

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Income Taxes (Details) (USD $)	12 Months Ended
	Jan. 31, 2014	Jan. 31, 2013
Current:
Federal
State
Current
Deferred:
Federal	295,253	10,605
State	78,155
Deffered	373,408	10,605
Valuation Allowance	(373,408)	(10,605)
Provision benefit for income taxes, net

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Income Taxes (Details 1)	12 Months Ended
	Jan. 31, 2014	Jan. 31, 2013
Summary of effective tax rate differed from the U.S. federal statutory rate
Statutory federal income tax rate	(34.00%)	(34.00%)
State income taxes and other	9.00%	0.00%
Change in valuation allowance	34.00%	34.00%
Effective tax rate

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Basis of Presentation

12 Months Ended

Jan. 31, 2014

Description of Business [Abstract]

BASIS OF PRESENTATION

NOTE 2 - BASIS OF PRESENTATION

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.

In managements’ opinion, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included.

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Income Taxes (Details 2) (USD $)	Jan. 31, 2014	Jan. 31, 2013
Summary of deferred tax assets and liabilities
Net operating loss carryforward	$ 10,605	$ 295,253
Less: Valuation allowance	(10,605)	(295,253)
Deferred income tax asset

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Consolidated Balance Sheets (USD $)	Jan. 31, 2014	Jan. 31, 2013
CURRENT ASSETS
Cash	$ 1,034,210	$ 106,410
Accounts receivable		2,858
Total current assets	1,034,210	109,268
TOTAL ASSETS	1,034,210	109,268
CURRENT LIABILITIES:
Accounts payable and accrued liabilities	146,559	9,318
Subscription payable	150,000
Investor payable	1,378,000
Due to related party	100,000	12
TOTAL LIABILITIES	1,774,559	9,330
CONTINGENCIES AND COMMITMENTS
STOCKHOLDERS' DEFICIT:
Common stock, $0.001 par value, 650,000,000 shares authorized; 302,000,000 and 300,000,000 issued and outstanding	302,000	300,000
Additional paid-in capital	485,000	(175,000)
Accumulated other comprehensive loss	(442)	(91)
Accumlated deficit	(1,526,907)	(24,971)
TOTAL STOCKHOLDERS' DEFICIT	(740,349)	99,938
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	1,034,210	109,268
Series A Preferred Stock [Member]
STOCKHOLDERS' DEFICIT:
Preferred stock, value
TOTAL STOCKHOLDERS' DEFICIT
Series B Preferred Stock [Member]
STOCKHOLDERS' DEFICIT:
Preferred stock, value
TOTAL STOCKHOLDERS' DEFICIT
Series C Preferred Stock [Member]
STOCKHOLDERS' DEFICIT:
Preferred stock, value
TOTAL STOCKHOLDERS' DEFICIT

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Consolidated Statement of Cash Flows (USD $)	12 Months Ended
	Jan. 31, 2014	Jan. 31, 2013
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$ (1,501,936)	$ (28,454)
Adjustments to reconcile net loss to net cash used in operating activities:
Common stock issued for services	40,000
Impairment of assets	622,000
Changes in operating assets and liabilities:
Prepaid expenses and other current assets	2,858	(2,469)
Accounts payable and accrued liabilities	137,241	9,318
Income tax payable		(1,847)
Due to related party	100,000	(1,100)
Deferred revenue		(1,246)
Net cash used in operating activities	(599,837)	(25,798)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds for subcription payable	150,000
Proceeds for investor payable	1,378,000
Repayment of advancaes from shareholders	(12)
Proceeds from the sale of common stock		50,000
Net cash provided by financing activities	1,527,988	50,000
Effect of exchange rate changes	(351)	75
INCREASE (DECREASE) IN CASH	927,800	24,277
CASH, BEGINNING OF PERIOD	106,410	82,133
CASH, END OF PERIOD	1,034,210	106,410
SUPPLEMENTAL CASH FLOW INFORMATION:
Interest paid
Income taxes paid
SUPPLEMENTAL DISCLOSURE OF NONCASH OPERATING AND FINANCING ACTIVITIES:
Preferred stock issued for acquisition of assets	$ 622,000

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Subsequent Events (Details Textual) (USD $)			0 Months Ended	12 Months Ended		6 Months Ended			12 Months Ended
	Jan. 31, 2014 Series A Preferred Stock [Member]	Jan. 31, 2013 Series A Preferred Stock [Member]	Mar. 06, 2014 Series A Preferred Stock [Member] Subsequent Event [Member]	Jan. 31, 2014 Series B Preferred Stock [Member]	Jan. 31, 2013 Series B Preferred Stock [Member]	Aug. 06, 2014 Series B Preferred Stock [Member] Subsequent Event [Member]	Jan. 31, 2014 Series C Preferred Stock [Member]	Jan. 31, 2013 Series C Preferred Stock [Member]	Jan. 31, 2014 Preferred Series B Warrant [Member]
Subsequent events (Textual)
Issuance of preferred stock				1,028,000					8,000,000
Issuance of preferred stock,value				$ 1,028,000
Issuance of additional preferred stock, shares						599,200
Issuance of additional preferred stock						$ 599,200
Common stock percentage on preferred stock investment				125.00%
Preferred stock, shares authorized	1,000	1,000	1,000	50,000,000	50,000,000		100	100
Preferred stock, voting rights			The terms of the Certificate of Designation of the Series A Preferred Stock, which was filed with the State of Nevada on March 6, 2014, include the right to vote in aggregate, on all shareholder matters equal to 51% of the total vote ("Super Majority Voting Rights"). The Series A Preferred Stock will be entitled to this 51% voting right no matter how many shares of common stock or other voting stock of the Company are issued or outstanding in the future.
Cancelllation of common stock shares			150,000,000

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Summary of Significant Accounting Policies (Details) (USD $)	12 Months Ended
	Jan. 31, 2014	Jan. 31, 2013
Accounting Policies (Textual)
Research and development	$ 328,194
FDIC insured amount	250,000
Allowance for doubtful accounts receivable
Recognized income tax benefits description	more than 50

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Recinded Asset Acquistions (Details 1) (USD $)	Dec. 31, 2013	Nov. 14, 2013
Business Combination, Consideration Transferred [Abstract]
Total Purchase Price	$ 384,000	$ 238,000
Assets [Abstract]
Total Assets	384,000	238,000
Series C Preferred Stock [Member]
Business Combination, Consideration Transferred [Abstract]
Total Purchase Price	384,000	238,000
Media Content [Member]
Assets [Abstract]
Total Assets	$ 384,000	$ 238,000

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Description of Business

12 Months Ended

Jan. 31, 2014

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.  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).

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Consolidated Balance Sheets (Parenthetical) (USD $)	Jan. 31, 2014	Jan. 31, 2013
Common stock, par value	$ 0.001	$ 0.001
Common stock, shares authorized	650,000,000	650,000,000
Common stock, shares issued	302,000,000	300,000,000
Common stock, shares outstanding	302,000,000	300,000,000
Series A Preferred Stock [Member]
Preferred stock, par value	$ 0.001	$ 0.001
Preferred stock, shares authorized	1,000	1,000
Preferred stock, shares issued
Preferred stock, shares outstanding
Series B Preferred Stock [Member]
Preferred stock, par value	$ 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 [Member]
Preferred stock, par value	$ 0.001	$ 0.001
Preferred stock, shares authorized	100	100
Preferred stock, shares issued
Preferred stock, shares outstanding

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Summary of Significant Accounting Policies (Policies)

12 Months Ended

Jan. 31, 2014

Summary of Significant Accounting Policies [Abstract]

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.  The Company’s most significant estimates relate to the valuation of its proprietary technology and the valuation of its common stock

Cash and Cash Equivalents

Cash and Cash Equivalents

The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents.  At January 31, 2014 and 2013, cash and cash equivalents include cash on hand and cash in the bank. The FDIC insures these deposits up to $250,000.

Long-Lived Assets

Long-Lived Assets

Long-lived assets are evaluated for impairment whenever events or changes in business circumstances indicate that the carrying amount of the assets may not be fully recoverable or that the useful lives of these assets are no longer appropriate. Each impairment test is based on a comparison of the undiscounted future cash flows to the recorded value of the asset. If impairment is indicated, the asset is written down to its estimated fair value.

Income Taxes

Income Taxes

The Company utilizes the asset and liability method in accounting for income taxes. Under this method, deferred tax assets and liabilities are recognized for operating loss and tax credit carry-forwards and for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the year in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the results of operations in the period that includes the enactment date. A valuation allowance is recorded to reduce the carrying amounts of deferred tax assets unless it is more likely than not that the value of such assets will be realized.

The Company uses the two-step approach to recognizing and measuring uncertain tax positions. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates it is more likely than not, that the position will be sustained on audit, including resolution of related appeals or litigation processes, if any. The second step is to measure the tax benefit as the largest amount, which is more than 50% likely of being realized upon ultimate settlement. The Company considers many factors when evaluating and estimating the Company's tax positions and tax benefits, which may require periodic adjustments. At January 31, 2014, the Company did not record any liabilities for uncertain tax positions.

Research and Development and Software Development Costs

Research and Development and Software Development Costs

Capitalization of certain software development costs are recorded after the determination of technological feasibility. Based on our product development process, technological feasibility is determined upon the completion of a working model. To date, costs incurred by us from the completion of the working model to the point at which the product is ready for general release have been insignificant. Accordingly, we have charged all such costs to research and development expense in the period incurred.  Our research and development costs for the years ended January 31, 2014 and 2013 were $328,194 and $0.00, respectively.

Share-Based Compensation

Share-Based Compensation

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

Basic and Diluted Net Loss per Common Share

Basic and Diluted Net Loss per Common Share

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

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

Concentration of Credit Risk

Concentration of Credit Risk

All of the Company’s cash and cash equivalents are maintained in regional and national financial institutions. The Company has exposure to credit risk to the extent that its cash and cash equivalents exceed amounts covered by the U.S. federal deposit insurance; however, the Company has not experienced any losses in such accounts. In management’s opinion, the capitalization and operating history of the financial institutions are such that the likelihood of material loss is remote.

Recent Accounting Pronouncements

Recent Accounting Pronouncements

In the year ended January 31, 2014, the Company has elected to early adopt Accounting Standards Update No. 2014-10, Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements. The adoption of this ASU allows the company to remove the inception to date information and all references to development stage.

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Document and Entity Information (USD $)	12 Months Ended
	Jan. 31, 2014	Jul. 11, 2014
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-K
Document Period End Date	Jan. 31, 2014
Document Fiscal Year Focus	2014
Document Fiscal Period Focus	FY
Entity Filer Category	Smaller Reporting Company
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	No
Entity Common Stock, Shares Outstanding	75,000,000
Entity Public Float		$ 147,000,000

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Recinded Asset Acquistions (Tables)

12 Months Ended

Jan. 31, 2014

Recinded Asset Acquistions [Abstract]

Summary of Significant Acquisitions

		2014			2013
Poker Junkies Intangibles	$	238,000		$	-
High Profile Distribution Intangibles		384,000			-
Total intangible assets		622,000			-
Accumulated impairment of assets		(622,000	)		-
Total proprietary technology, net	$	-		$	-

Allocation of Purchase Price of Assets

Purchase Price Allocation	November 14, 2013
Value of Consideration:
Equity instrument of 20 Series C Preferred Stock on December 31, 2013 value by a third party valuation	$	238,000
Total Purchase Price	$	238,000
Assets:
Media content	$	238,000
Total assets	$	238,000

Purchase Price Allocation	December 31, 2013
Value of Consideration:
Equity instrument of 18 Series C Preferred Stock on December 31, 2013 value by a third party valuation	$	384,000
Total Purchase Price	$	384,000
Assets:
Media content	$	384,000
Total assets	$	384,000

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Condensed Statement Of Operations and Comprehensive Income (Loss) (USD $)	12 Months Ended
	Jan. 31, 2014	Jan. 31, 2013
Statement Of Operations and Comprehensive Income (Loss) [Abstract]
REVENUE	$ 1,572	$ 22,684
OPERATING EXPENSES:
General and administrative	423,950	52,985
Research and development	328,194
Related party transactions	129,364
Impairment of assets	622,000
Total operating expenses	1,503,508	52,985
NET LOSS BEFORE TAXES	(1,501,936)	(30,301)
Provision for income taxes
NET LOSS	(1,501,936)	(28,454)
Comprehensive income (loss):
NET LOSS	(1,501,936)	(28,454)
Other comprehensive income (loss)
Foreign currency translation adjustments	(351)	75
Total comprehensive income (loss)	$ (1,502,287)	$ (28,379)
NET LOSS PER COMMON SHARE:
Basic and diluted	$ 0.00	$ 0.00
Weighted average common shares outstanding, basic and diluted	300,783,562	229,508,190

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Commitments and Contingencies

12 Months Ended

Jan. 31, 2014

Commitments and Contingencies [Abstract]

COMMITMENTS AND CONTINGENCIES

NOTE 6– COMMITMENTS AND CONTINGENCIES

Rent expense for the years ended January 31, 2014 and 2013 was $360 for 2014.  The rental agreement is month to month and can be cancelled at any time.

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Recinded Asset Acquistions

12 Months Ended

Jan. 31, 2014

Recinded Asset Acquistions [Abstract]

RECINDED ASSET ACQUISTIONS

NOTE 5 – RECINDED ASSET ACQUISTIONS

The following is a detail of software at January 31, 2014 and 2013:

		2014			2013
Poker Junkies Intangibles	$	238,000		$	-
High Profile Distribution Intangibles		384,000			-
Total intangible assets		622,000			-
Accumulated impairment of assets		(622,000	)		-
Total proprietary technology, net	$	-		$	-

Poker Junkies Production LLC

On November 14, 2013, Gawk Incorporated (the “Purchaser”), and Poker Junkies Production, LLC (the “Seller”) closed on an Asset Purchase Agreement, dated November 14, 2013 (the “Asset Purchase Agreement”), whereby the Purchaser purchased from the Seller, all rights, title and interest in and to the motion picture currently entitled “Poker Junkies”, together with all other literary material and other intellectual property relating thereto in consideration in exchange for the Purchaser’s issuance to the Seller of 20 Series C Preferred Shares representing $20,000,000 worth of the Company’s Common Stock upon conversion in accordance with the Company’s Amended and Restated Articles of Incorporation and its Certificate of Designation of Rights, Privileges, Preferences and Restrictions of Series C Convertible Preferred Stock (the “Issued Shares”), and a Warrant to purchase 8,000,000 of the Company’s Series B Preferred Shares (the “Warrant Shares”).  The Warrants were valued at $0.00 by and independent third party Certified Valuation Analyst.

On December 30, 2013, the Board of Gawk Incorporated (the “Company”) modified Section 2 of the Warrant Agreement dated November 14, 2013, by extending the exercise deadline entitling Poker Junkies, LLC to purchase from the Company 8,000,000 shares of Series B Preferred Stock from December 31, 2013 until the new date of June 30, 2014.

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

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

Purchase Price Allocation	November 14, 2013
Value of Consideration:
Equity instrument of 20 Series C Preferred Stock on December 31, 2013 value by a third party valuation	$	238,000
Total Purchase Price	$	238,000
Assets:
Media content	$	238,000
Total assets	$	238,000

On June 18, 2014 the Company rescinded this transaction because Mr. John Hermansen failed to deliver the assets that were purchased therefore the Company impaired the entire asset.

High Profile Distribution LLC

On December 31, 2013, Gawk Incorporated (the “Purchaser”), and High Profile Distribution, LLC (the “Seller”) closed on an Asset Purchase Agreement, dated December 31, 2013 (the “Asset Purchase Agreement”), whereby the Purchaser purchased from the Seller, all rights, title and interest in and to the television series currently entitled “House Game”, together with all other literary material and other intellectual property relating thereto in consideration in exchange for the Purchaser’s issuance to the Seller of 18 Series C Preferred Shares representing $18,000,000 worth of the Company’s Common Stock upon conversion in accordance with the Company’s Amended and Restated Articles of Incorporation and its Certificate of Designation of Rights, Privileges, Preferences and Restrictions of Series C Convertible Preferred Stock (the “Issued Shares”).

Purchase Price Allocation	December 31, 2013
Value of Consideration:
Equity instrument of 18 Series C Preferred Stock on December 31, 2013 value by a third party valuation	$	384,000
Total Purchase Price	$	384,000
Assets:
Media content	$	384,000
Total assets	$	384,000

On June 18, 2014 the Company rescinded this transaction because Mr. Mars Callahan failed to deliver the assets that were purchased therefore the Company impaired the entire asset.

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Recinded Asset Acquistions (Details) (USD $)	12 Months Ended
	Jan. 31, 2014	Jan. 31, 2013
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Total intangible assets	$ 622,000
Accumulated impairment of assets	(622,000)
Total proprietary technology, net
Poker Junkies Intangibles [Member]
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Total intangible assets	238,000
High Profile Distribution Intangibles [Member]
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Total intangible assets	$ 384,000

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Related Party Transactions (Tables) (Related Party Transaction [Member])

12 Months Ended

Jan. 31, 2014

Related Party Transaction [Member]

Related Party Transaction [Line Items]

Summary of related party expenses

Legal	Personal Expenses of Mars Callahan	$	30,000
Unauthorized withdrawals	Personal Expenses of John Hermansen		75,364
Unauthorized withdrawals	Personal Expenses of Mars Callahan		24,000
Related Party Expenses		$	129,364

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Income Taxes

12 Months Ended

Jan. 31, 2014

Income Taxes [Abstract]

INCOME TAXES

NOTE 9 - INCOME TAXES

The provision (benefit) for income taxes from continued operations for the years ended January 31, 2014 and 2013 consist of the following:

	Year Ended January 31,
	2014			2013
Current:
Federal	$	-		$	-
State		-			-
		-			-
Deferred:
Federal	$	295,253		$	10,605
State		78,155			-
		373,408			10,605
Valuation allowance		(373,408	)		(10,605	)
Provision benefit for income taxes, net	$	-		$	-

The difference between income tax expense computed by applying the federal statutory corporate tax rate and actual income tax expense is as follows:

	January 31
	2014			2013
Statutory federal income tax rate		(34.0	%)		(34.0	%)
State income taxes and other		9.0	%		0.0	%
Change in valuation allowance		34.0	%		34.0	%
Effective tax rate		-			-

Deferred income taxes result from temporary differences in the recognition of income and expenses for the financial reporting purposes and for tax purposes. The tax effect of these temporary differences representing deferred tax asset and liabilities result principally from the following:

	January 31
	2014			2013
Net operating loss carryforward		295,253			10,605
Valuation allowance		(295,253	)		(10,605	)
Deferred income tax asset	$	-		$	-

Deferred income taxes result from temporary differences in the recognition of income and expenses for the financial reporting purposes and for tax purposes. The Company has a net operating loss carryforward of approximately $868,390 available to offset future taxable income through 2033.  For income tax reporting purposes, the Company’s aggregate unused net operating losses are subject to limitations of Section 382 of the Internal Revenue Code, as amended. Under the Tax Reform Act of 1986, the benefits from net operating losses carried forward may be impaired or limited on certain circumstances. Events which may cause limitations in the amount of net operating losses that the Company may utilize in any one year include, but are not limited to, a cumulative ownership change of more than 50% over a three-year period. The consolidation of any limitations that may be imposed for future issuances of equity securities, including issuances with respect to acquisitions have not been determined. The Company has provided a valuation reserve against the full amount of the net operating loss benefit, because in the opinion of management based upon the earning history of the Company; it is more likely than not that the benefits will not be realized.

For the years ended January 31, 2014 and 2013, the difference between the amounts of income tax expense or benefit that would result from applying the statutory rates to pretax income to the reported income tax expense of $0 is the result of the net operation loss carryforward and the related valuation allowance.

The Company anticipates it will continue to record a valuation allowance against the losses of certain jurisdictions, primarily federal and state, until such time as it is able to determine it is “more-likely-than-not” the deferred tax asset will be realized. Such position is dependent on whether there will be sufficient future taxable income to realize such deferred tax assets.  The Company’s effective tax rate may vary from period to period based on changes in estimated taxable income or loss by jurisdiction, changes to the valuation allowance, changes to federal, state or foreign tax laws, future expansion into areas with varying country, state, and local income tax rates, deductibility of certain costs and expenses by jurisdiction.

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Related Party Transactions

12 Months Ended

Jan. 31, 2014

Related Party Transactions [Abstract]

RELATED PARTY TRANSACTIONS

NOTE 7– RELATED PARTY TRANSACTIONS

On September 10, 2013, the Company issued 2,000,000 common shares to the prior CEO for services valued at the trading price at the date of issuance at $40,000.

During the years ended January 31, 2014 and 2013, the prior CEO advanced the Company cash of $26,537 and $12, respectively. In addition, during the year ended January 31, 2013 the Company repaid the prior CEO $26,537. As of January 31, 2014 and 2013, the amount owed to the prior CEO for advances was $0 and $0, respectively.

As of January 31, 2014 the Company owes Mr. Scott Kettle $100,000 of unpaid salaries.

Related Party Expenses

Legal	Personal Expenses of Mars Callahan	$	30,000
Unauthorized withdrawals	Personal Expenses of John Hermansen		75,364
Unauthorized withdrawals	Personal Expenses of Mars Callahan		24,000
Related Party Expenses		$	129,364

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

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

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

Additional Compensation. The Employee shall be entitled to receive an annual bonus no less than Two Percent (2%) of Adjusted Gross Sales. For the purpose of this Agreement, Adjusted “Adjusted Gross Sales” shall mean Gross Sales minus all fixed costs. Further, the Employee shall be entitled to receive such additional bonus payments or incentive compensation as may be determined at any time or from time to time by the Board of Directors of the Company (or any authorized committee thereof) in its discretion, but no less than once every quarter.

Asset Sale or Merger. In the event of a sale of all of the assets or a merger in which the Company is not the surviving entity and in which the Company is valued at $50,000,000 or more, Employee will be entitled to the greater of 5 of the gross proceeds of the value of the transaction or $2,500,000 in cash to be paid upon the transaction’s closing.

The Agreement allows for standard vacation, health, participation in employee benefit plan among other things (See Exhibit 10. 4)

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Equity

12 Months Ended

Jan. 31, 2014

Equity [Abstract]

EQUITY

NOTE 8- EQUITY

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

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

1) Series B Convertible Preferred Stock, consisting of Fifty Million (50,000,000) shares, with certain rights, privileges, preferences and restrictions as set forth in the Series B Preferred Stock Certificate of Designation; and

2) Series C Convertible Preferred Stock, consisting of One Hundred (100) shares, with certain rights, privileges, preferences and restrictions as set forth in Series C Preferred Stock Certificate of Designation.

Amendment to Articles of Incorporation or Bylaws

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

Fiscal Year Ending January 31, 2014 to the date of Filing

In October 2013, the Company issued 2,000,000 shares of common stock for services valued at the trading price of the stock at $40,000.

The Company issued 8,000,000 Preferred B Warrants with the acquisition of Poker Junkies LLC.  These Preferred Series B Warrants once exercised the Company would issue Preferred Series B stock.  From November 2013 through January 31, 2014 the Company issued 1,028,000 of Series B Preferred stock of $1,028,000 for the exercise of the Preferred B warrants.  On June 18, 2014 the Company rescinded this transaction as Mr. John Hermansen refused to deliver the Preferred Series B warrants.  On June 18, 2014, the Board of Directors agreed that since Mr. Hermansen refused to deliver the Preferred Series B warrants that were exercised the Company will issue common stock in lieu of issuing Convertible Preferred Series B shares.  The Company intends to issue common stock at 125% of the value of the stock of the Preferred Series B investment (See Note 5 - Rescinded Asset Acquisition). As of January 31, 2014 this has been accounted for as an investor payable.

On December 19, 2013 the Company entered into a Stock Purchase Agreement for $100,000 with GWH Revocable Trust for 100,000 Preferred Series B Stock. As of January 31, 2014 this has been accounted for as an investor payable.

On January 23, 2014 the Company entered into a Stock Purchase Agreement for $250,000 with James E. McCrink Trust for 250,000 Preferred Series B Stock. As of January 31, 2014 this has been accounted for as an investor payable.

On November 14, 2013 the Company issued 20 Series C Preferred Stock for the purchase of the assets of Poker Junkies, LLC.  On June 18, 2014 the Company rescinded this transaction for the failure of Mr. Hermansen to deliver the assets purchased (See Note 5 - Rescinded Asset Acquisition).

On December 31, 2013 the Company issued 18 Series C Preferred Stock for the purchase of the assets of High Profile Distribution, LLC. On June 18, 2014 the Company rescinded this transaction for the failure of Mr. Callahan to deliver the assets purchased (See Note 5 - Rescinded Asset Acquisition).

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

Fiscal Year Ended January 31, 2013

During the year ended January 31, 2014, the Company issued 75,000,000 shares of common stock for $50,000 in net cash proceeds

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Subsequent Events

12 Months Ended

Jan. 31, 2014

Subsequent Events [Abstract]

SUBSEQUENT EVENTS

NOTE 10– SUBSEQUENT EVENTS

Related Party Expenses

Legal	Personal Expenses of Mars Callahan	$	102,114
Unauthorized withdrawals	Personal Expenses of John Hermansen		193,215
Unauthorized withdrawals	Personal Expenses of Mars Callahan		105,705
Related Party Expenses		$	401,034

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

The Company issued 8,000,000 Preferred B Warrants with the acquisition of Poker Junkies LLC.  These Preferred Series B Warrants once exercised the Company would issue Preferred Series B stock.  From November 2013 through January 31, 2014 the Company issued 1,028,000 of Series B Preferred stock of $1,028,000 for the exercise of the Preferred B warrants and from February 2014 through August 6, 2014 the Company issued additional 599,200 of Series B Preferred stock of $599,200 for the exercise of the Preferred B warrants.  On June 18, 2014 the Company rescinded this transaction as Mr. John Hermansen refused to deliver the Preferred Series B warrants.  On June 18, 2014, the Board of Directors agreed that since Mr. Hermansen refused to deliver the Preferred Series B warrants that were exercised the Company will issue common stock in lieu of issuing Convertible Preferred Series B shares.  The Company intends to issue common stock at 125% of the value of the stock of the Preferred Series B investment (See Note 5 - Rescinded Asset Acquisition).  As of January 31, 2014 this has been accounted for as an investor payable.

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

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

On May 29, 2014 the Company entered into a consulting agreement with BCMG Entertainment, Inc. for $100,000 to provide services for the procurement of content from movies, television series, music videos, shorts, animated films, live sporting events, and other Company business models (See Exhibit 10. 5).

On June 9, 2014 the company entered into a consulting agreement with Kamrol Imperial Corporation for $450,000.  This agreement will assist management in developing a practical and effective strategic marketing and social media planning program, company branding, assessment of current technology and develop a technology roadmap, provide merger and acquisition assistance, and management consulting services (Exhibit 10.2).

On June 10, 2014 the Company entered into a consulting agreement with BCMG Entertainment, Inc. for $125,000 to provide services for the procurement of content from movies, television series, music videos, shorts, animated films, live sporting events, and other Company business models (See Exhibit 10. 6).

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 and 3,000,000 common shares of Cloud through a consulting agreement with Gawk, Inc. 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 (Exhibit 10.1 and 10.3).

CipherLoc™ is the first truly Polymorphic Cipher Engine that can be used in commercial, security sensitive applications and is far more secure than any cipher by itself. This PKPA Engine eliminates replay attacks because the cipher morphs quickly over time. It also rejects data access and injection, false commands, and data alteration. All such methods are keys to cyber intrusion, spoofing, and electronic attacks. CipherLoc™ is one facet of a layered defense in depth protection plan for any organization. Cost effective and easy to use, the CipherLoc™ Polymorphic Cipher Engine provides an electronic gate that restricts access to vital assets, production facilities, and distribution systems that comprise the backbone of today’s electronics based organizations.

A polymorphic cipher has the ability to change an encryption to another method of encryption or key on the fly and is more commonly known as a “mutating” cipher. Polymorphic ciphers are a revolutionary idea based on the information content in a message rather than the difficulty of the key. Using advanced set theory and information theory, this encryption method does not rely exclusively on large keys and complicated permutation/obscuring techniques. This makes the algorithm faster, thus, allowing cipher changes to occur VERY quickly, and requires less memory than other encryptions. Polymorphic changes take place at a rate no slower than the effective “unicity distance” (that certain amount of information needed in order to decrypt an encrypted message) of the cipher, more frequently than enough information can be collected to break the code. Most other ciphers are easily broken as hardware gets faster because it is easier to check all possible keys in the cipher key space. However, if a polymorphic cipher is implemented properly, the speed of the encryption will increase as the hardware gets faster. Thus, unlike other ciphers, this type of software becomes safer as computers get faster.

On June 17, 2014 a verified complaint was filed in Maricopa County, Arizona being case number CV 2014-008511 against the Company by an investor known as Doyle Knudson. A temporary restraining order preventing the company from using any of the funds invested by Knudson was entered on the date of filing.  The complaint alleges fraud by the Company and its CEO in that Knudson allegedly was misinformed by the Company as to the use of the funds he invested.  The Company denies the allegations and will vigorously defend this frivolous claim and possibly file a counterclaim against the Plaintiff.

The temporary restraining order has prevented the use of its cash thereby preventing the Company from operating. In order to continue to operate and protect the Company and its shareholders, the Company may have to file for protection under Chapter 11 of the United States Bankruptcy Code unless this matter is quickly resolved and dismissed.

The parties are in serious negotiations to settle this matter.

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Subsequent Events (Details) (USD $)	12 Months Ended
	Jan. 31, 2014
Related Party Transaction [Line Items]
Related Party Expenses	$ 129,364

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Going Concern Issues (Details) (USD $)	Jan. 31, 2014	Jan. 31, 2013
Going Concern Issues Textual
Accumulated deficit	$ 1,526,907	$ 24,971

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Commitments and Contingencies (Details) (USD $)	12 Months Ended
	Jan. 31, 2014	Jan. 31, 2013
Commitments and Contingencies [Abstract]
Rent expense	$ 360	$ 360

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Consolidated Statements of Stockholders' Equity (USD $)	Total	Series A Preferred Stock	Series B Preferred Stock	Series C Preferred Stock	Common Stock	Additional Paid-in Capital	Accumulated Other Comprehensive income	Accumulated Deficit
Beginning balance at Jan. 31, 2012	$ 78,317				$ 225,000	$ (150,000)	$ (166)	$ 3,483
Beginning balance, Shares at Jan. 31, 2012					225,000,000
Common stock issue for cash	50,000				75,000	(25,000)
Common stock issue for cash, Shares					75,000,000
Foreign currency translation	75						75
Net loss	(28,454)							(28,454)
Balance at Jan. 31, 2013	99,938				300,000	(175,000)	(91)	(24,971)
Balance, Shares at Jan. 31, 2013					300,000,000
Common stock issued for services	40,000				2,000	38,000
Common stock issued for services, Shares					2,000,000
C Preferred shares issued for acquisition of assets	622,000					622,000
C Preferred shares issued for acquisition of assets, Shares				38
C Preferred recinded
C Preferred recinded, Shares				(38)
Foreign currency translation	(351)						(351)
Net loss	(1,501,936)							(1,501,936)
Balance at Jan. 31, 2014	$ (740,349)				$ 302,000	$ 485,000	$ (442)	$ (1,526,907)
Balance, Shares at Jan. 31, 2014					302,000,000

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Summary of Significant Accounting Policies

12 Months Ended

Jan. 31, 2014

Summary of Significant Accounting Policies [Abstract]

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NOTE 4 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The Company prepares its financial statements in accordance with accounting principles generally accepted in the United States of America. Significant accounting policies are as follows:

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.  The Company’s most significant estimates relate to the valuation of its proprietary technology and the valuation of its common stock.

Cash and Cash Equivalents

The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents.  At January 31, 2014 and 2013, cash and cash equivalents include cash on hand and cash in the bank. The FDIC insures these deposits up to $250,000.

Long-Lived Assets

Long-lived assets are evaluated for impairment whenever events or changes in business circumstances indicate that the carrying amount of the assets may not be fully recoverable or that the useful lives of these assets are no longer appropriate. Each impairment test is based on a comparison of the undiscounted future cash flows to the recorded value of the asset. If impairment is indicated, the asset is written down to its estimated fair value.

Income Taxes

The Company utilizes the asset and liability method in accounting for income taxes. Under this method, deferred tax assets and liabilities are recognized for operating loss and tax credit carry-forwards and for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the year in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the results of operations in the period that includes the enactment date. A valuation allowance is recorded to reduce the carrying amounts of deferred tax assets unless it is more likely than not that the value of such assets will be realized.

The Company uses the two-step approach to recognizing and measuring uncertain tax positions. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates it is more likely than not, that the position will be sustained on audit, including resolution of related appeals or litigation processes, if any. The second step is to measure the tax benefit as the largest amount, which is more than 50% likely of being realized upon ultimate settlement. The Company considers many factors when evaluating and estimating the Company's tax positions and tax benefits, which may require periodic adjustments. At January 31, 2014, the Company did not record any liabilities for uncertain tax positions.

Research and Development and Software Development Costs

Capitalization of certain software development costs are recorded after the determination of technological feasibility. Based on our product development process, technological feasibility is determined upon the completion of a working model. To date, costs incurred by us from the completion of the working model to the point at which the product is ready for general release have been insignificant. Accordingly, we have charged all such costs to research and development expense in the period incurred.  Our research and development costs for the years ended January 31, 2014 and 2013 were $328,194 and $0.00, respectively.

Share-Based Compensation

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

Basic and Diluted Net Loss per Common Share

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

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

Concentration of Credit Risk

All of the Company’s cash and cash equivalents are maintained in regional and national financial institutions. The Company has exposure to credit risk to the extent that its cash and cash equivalents exceed amounts covered by the U.S. federal deposit insurance; however, the Company has not experienced any losses in such accounts. In management’s opinion, the capitalization and operating history of the financial institutions are such that the likelihood of material loss is remote.

Recent Accounting Pronouncements

In the year ended January 31, 2014, the Company has elected to early adopt Accounting Standards Update No. 2014-10, Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements. The adoption of this ASU allows the company to remove the inception to date information and all references to development stage.

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Related Party Transactions (Details) (USD $)	12 Months Ended
	Jan. 31, 2014
Related Party Transaction [Line Items]
Related Party Expenses	$ 129,364
Legal [Member] | Personal Expenses of Mars Callahan [Member]
Related Party Transaction [Line Items]
Related Party Expenses	30,000
Unauthorized Withdrawals [Member] | Personal Expenses of Mars Callahan [Member]
Related Party Transaction [Line Items]
Related Party Expenses	24,000
Unauthorized Withdrawals [Member] | Personal Expenses of John Hermansen [Member]
Related Party Transaction [Line Items]
Related Party Expenses	$ 75,364

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Income Taxes (Tables)

12 Months Ended

Jan. 31, 2014

Income Taxes [Abstract]

Summary of provision (benefit) for income taxes from continued operations

	Year Ended January 31,
		2014			2013
Current:
Federal		$	-		$	-
State			-			-
			-			-
Deferred:
Federal		$	295,253		$	10,605
State			78,155			-
			373,408			10,605
Valuation allowance			(373,408	)		(10,605	)
Provision benefit for income taxes, net		$	-		$	-

Summary of difference between income tax expense computed by applying the federal statutory corporate tax rate and actual income tax expense

	January 31
	2014			2013
Statutory federal income tax rate		(34.0	%)		(34.0	%)
State income taxes and other		9.0	%		0.0	%
Change in valuation allowance		34.0	%		34.0	%
Effective tax rate		-			-

Summary of Deferred income taxes result

	January 31
		2014			2013
Net operating loss carryforward			295,253			10,605
Valuation allowance			(295,253	)		(10,605	)
Deferred income tax asset		$	-		$	-