10-Q/A

 UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q/A

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

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

Commission File No. 333-180611

Gawk Incorporated

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

(formerly Media Mechanics, Inc.) 

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

5300 Melrose Avenue Suite 42

Los Angeles, CA 90038

(Address of principal executive offices) (Zip Code)

(888) 754-6190

Registrant’s telephone number, including area code

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

Yes  o   No  x

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

Yes o     No x

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

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

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

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

Class	Outstanding at  December 14, 2014
Common stock, $0.001 par value	159,880,000

EXPLANATORY NOTE – AMENDMENT

The purpose of this Amendment to the Registrant’s Quarterly Report on Form 10-Q/A for the period ended October 31, 2014 (the “10-Q/A”) is to correct certification ex 31.1, 31.2, and 32.1.

Our other purpose of this 10-Q/A to our Quarterly Report on Form 10-Q for the period ended October 31, 2014, as filed with the Securities and Exchange Commission on December 22, 2014  is to furnish Exhibit 101 to the Form 10-Q as required by Rule 405 of Regulation S-T. 

Users of this data are advised that pursuant to Rule 406T of Regulation S-T these interactive data files are deemed not filed or part of a registration statement or prospectus for purposes of sections 11 or 12 of the Securities Act of 1933, are deemed not filed for purposes of section 18 of the Securities and Exchange Act of 1934, and otherwise are not subject to liability under those sections. No other changes have been made to the Form 10-Q other than those described herein. 

No other changes have been made to the 10-Q/A and this amendment has not been updated to reflect events occurring subsequent to the filing of the 10-Q/A.

ITEM 6.  EXHIBITS

Exhibit Number	Description
31.1	Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act*
31.2	Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act *
32.1	Certification of Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act*
101.INS	XBRL Instance Document**
101.SCH	XBRL Taxonomy Extension Schema**
101.CAL	XBRL Taxonomy Extension Calculation Linkbase**
101.DEF	XBRL Taxonomy Extension Definition Linkbase**
101.LAB	XBRL Taxonomy Extension Label Linkbase**
101.PRE

________________

* Filed with our Form 10-Q as filed on December 22, 2014. 

** Filed herewith

SIGNATURES

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

Registrant Date: January 5, 2015	Gawk Incorporated By: /s/ Scott Kettle
	Scott Kettle
	Chief Executive Officer (Principal Executive Officer) Secretary Treasurer

Registrant Date: January 5, 2015	Gawk, Incorporated By: /s/ Scott Kettle
	Scott Kettle
	Chief Financial Officer (Principal Financial Officer)

EX-31.1

Exhibit 31.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

PURSUANT TO THE SECURITIES EXCHANGE ACT OF 1934,

RULES 13a-14 AND 15d-14

AS ADOPTED PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Scott Kettle, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q/A for the quarter ended July 31, 2014 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 registrant as of, and for, the periods presented in this report;

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

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

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

c. Evaluated the effectiveness of the registrant’s disclosure 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.

Date: January 5, 2015	By:	/s/ Scott Kettle
		Name:	Scott Kettle
		Title:	Chairman and Chief Executive Officer (Principal Executive Officer)

EX-31.2

Exhibit 31.2

CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES_OXLEY ACT

I, Scott Kettle, certify that:

1.	I have reviewed this Quarterly Report on Form 10-Q/A for the quarter ended July 31, 2014 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 registrant as of, and for, the periods presented in this report;
4.	The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a.	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b.	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c.	Evaluated the effectiveness of the registrant’s disclosure 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.

Date: January 5, 2015	By:	/s/ Scott Kettle
		Name:	Scott Kettle
		Title:	Chief Financial Officer (Principal Executive Officer)

EX-32.1

Exhibit 32.1

CERTIFICATION

PURSUANT TO 18 U.S.C. SECTION 1350,

AS ENACTED BY SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report on Form 10-Q/A for the quarter ended July 31, 2014 of Gawk, Inc. (“the Company”), as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned officer of the Company certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to his respective 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.

Date: January 5, 2015	/s/ Scott Kettle
	Scott Kettle
	Chairman, Chief Executive Officer, and Chief Financial Officer (Principal Executive Officer)

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Business Combination (Details 1) (USD $)	3 Months Ended		9 Months Ended
	Oct. 31, 2014	Oct. 31, 2013	Oct. 31, 2014	Oct. 31, 2013
Business Combination [Abstract]
REVENUES			$ 430,793	$ 38,604
Net Loss			$ (5,736,287)	$ (131,503)
Net loss per share basic and diluted	$ (0.02)	$ 0.00	$ (0.03)	$ 0.00
Weighted average of shares outstanding	152,856,522	301,108,696	170,969,963	300,373,626

XML

Going Concern Issues (Details) (USD $)	3 Months Ended		9 Months Ended
	Oct. 31, 2014	Oct. 31, 2013	Oct. 31, 2014	Oct. 31, 2013	Jan. 31, 2014
Going Concern Issues (Textual)
Net loss	$ (3,152,548)	$ (124,828)	$ (5,361,656)	$ (164,013)
Accumulated deficit	(6,888,563)		(6,888,563)		(1,526,907)
Net cash used in operating activities			$ (3,426,144)	$ (130,473)

XML

Notes payable (Details) (USD $)	Oct. 31, 2014	Jan. 31, 2014
Short-term Debt [Line Items]
Notes Payable, Current	$ 10,000
Note C-1 [Member]
Short-term Debt [Line Items]
Notes Payable, Current	10,000
Dated - October 30, 2014 [Member]
Short-term Debt [Line Items]
Notes Payable, Current

XML

Related Party Transactions

9 Months Ended

Oct. 31, 2014

Related Party Transactions [Abstract]

RELATED PARTY TRANSACTIONS

NOTE 4 - RELATED PARTY TRANSACTIONS

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

As of October 31, 2014 and year ended January 31, 2014, the current CEO had unpaid salaries of $136,500 and $100,000, respectively.

Related Party Expenses for the three and nine months ended October 31, 2014:

		3 months		9 months
Legal	Personal Expenses of Mars Callahan	$	0.00	$	102,115
Unauthorized withdrawals	Personal Expenses of John Hermansen		0.00		193,215
Unauthorized withdrawals	Personal Expenses of Mars Callahan		0.00		105,705
Related Party Expenses		$	0.00	$	401,035

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

On August 20, 2013 the Company entered into an employment agreement with Scott Kettle the Chief Executive Officer. The Fixed Annual Compensation. The Company shall pay to Employee salary ("Fixed Annual Compensation") at the rate of $240,000 per annum beginning on August 20, 2013; at the rate of $300,000 per annum beginning on August 20, 2014; and at the rate of $360,000 per annum beginning on August 20, 2015. Fixed Annual Compensation is payable to the Employee in accordance with the Company’s usual salary practices, but in no event less than once monthly. The CEO is owed $136,500 of unpaid accrued salaries.

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

During the period of June and July 2014 the CEO advanced funds to the Company for operations in the amount of $53,354.

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Proprietary Technology and Intangibles (Details Textual) (USD $)	9 Months Ended		0 Months Ended
	Oct. 31, 2014	Oct. 31, 2013	Jun. 11, 2014
Proprietary Technology And Intangibles (Textual)
Purchase of intangible and tangible assets	$ 797,597
Amortization expense
Webrunner LLC [Member]
Proprietary Technology And Intangibles (Textual)
Business acquisition price	2,303,809
Cloud Medical Doctor Software Corporation [Member]
Proprietary Technology And Intangibles (Textual)
License and subscription agreement			1,125,000
Licensing agreement, Useful life			48 months
Intangible	$ 1,125,000

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Proprietary Technology and Intangibles (Details) (USD $)	Oct. 31, 2014	Jul. 31, 2014
Finite-Lived Intangible Assets [Line Items]
Total intangible assets	$ 3,242,747
Accumulated amortization of intangible assets
Total intangible assets	3,242,747
Licensing Agreement
Finite-Lived Intangible Assets [Line Items]
Total intangible assets	1,125,000
Acquisition of Webrunner - Customer list
Finite-Lived Intangible Assets [Line Items]
Total intangible assets	100,000
Acquisition of Webrunner - Equipment
Finite-Lived Intangible Assets [Line Items]
Total intangible assets	500,000
Acquisition of Webrunner - Goodwill
Finite-Lived Intangible Assets [Line Items]
Total intangible assets	$ 1,517,747

XML

Marketable Securites (Details) (USD $)	0 Months Ended
	Sep. 10, 2014	Sep. 04, 2014	Oct. 31, 2014	Jan. 31, 2014
Marketable Securites Textual [Abstract]
Common share issued	3,000,000
Marketable securities- available for sale			$ 105,000
Loss on change in fair value of the asset			35,100
Securities - available for sale			69,900
Cloud Consulting Agreement [Member]
Marketable Securites Textual [Abstract]
Common share issued		3,000,000
Common shares value		$ 105,000
Trading price		$ 0.035

XML

Equity (Details) (USD $)	0 Months Ended			9 Months Ended	0 Months Ended		3 Months Ended	0 Months Ended	1 Months Ended
	Sep. 10, 2014	Feb. 12, 2014	Aug. 22, 2013	Oct. 31, 2014	Mar. 06, 2014	Jan. 31, 2014	Apr. 30, 2014	Apr. 11, 2014	Dec. 31, 2013	Nov. 14, 2013	Jan. 31, 2015
Equity (Textual)
Common stock, shares authorized				650,000,000		650,000,000
Common stock, par value				$ 0.001		$ 0.001
Common stock, shares issued				159,880,000		302,000,000
Description of forward stock split			30 shares for each one share outstanding
Return on investment		$ 150,000
Investor payable - common stock				1,289,200		1,378,000
Preferred stock, voting rights				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.
Warrants, Description				The warrants had a holding period of 6 months and were excisable at 125% of the common stock.
Exercise price of warrants							$ 0.00
Preferred stock issued under purchase agreement	3,000,000
Series A Preferred Stock [Member]
Equity (Textual)
Preferred stock, shares issued				1,000
Preferred stock, shares authorized				1,000	1,000	1,000
Preferred stock, par value				$ 0.001		$ 0.001
Common stock, shares issued					150,000
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.
Series B Preferred Stock [Member]
Equity (Textual)
Preferred stock, shares issued
Preferred stock, shares authorized				50,000,000		50,000,000
Preferred stock, par value				$ 0.001		$ 0.01
Common stock, Description				The Company intends to issue common stock at 125% of the value of the stock of the Preferred Series B investment.
Preferred B Warrants [Member]
Equity (Textual)
Series B preferred stock issued for exercise of warrants, shares						1,028,000	699,200
Series B preferred stock issued for exercise of warrants, value						1,028,000	699,200
Warrants outstanding						8,000,000
Warrants issued						8,000,000
Series B Convertible Preferred stock [Member]
Equity (Textual)
Preferred stock, shares authorized				50,000,000
Conversion of preferred stock, description				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 [Member]
Equity (Textual)
Preferred stock, shares authorized				100
Conversion of preferred stock, description				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.
Conversion of Series C stock				1,000,000
Series C Preferred Stock [Member]
Equity (Textual)
Preferred stock, shares issued				7
Preferred stock, shares authorized				100		100
Preferred stock, par value				$ 0.001		$ 0.001
Ownership percentage								5.00%
Preferred stock issued under purchase agreement								7
Preferred stock, purchase price								$ 3,300,000
Board of Directors [Member]
Equity (Textual)
Capital stock, shares authorized										750,000,000
Capital stock, par value										$ 0.001
Preferred stock, shares authorized										100,000,000
Preferred stock, par value										$ 0.001
Common stock, shares authorized										650,000,000
Common stock, par value										$ 0.001
Webrunner Llc [Member]
Equity (Textual)
Warrants issued						9,100,000
High Profile Distribution Llc [Member] | Series C Preferred Stock [Member]
Equity (Textual)
Shares issued for purchase of assets									18
Preferred B Shareholders [Member]
Equity (Textual)
Common stock, shares issued				788,000
Subsequent Event [Member] | Preferred B Shareholders [Member]
Equity (Textual)
Common stock, shares issued											939,200

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Going Concern Issues

9 Months Ended

Oct. 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 a net loss for the nine months ended October 31, 2014 of $5,611,656, an accumulated deficit of $7,138,563 cash flows used by operating activities of $3,426,144 and needs additional cash to maintain its operations.

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

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Business Combination (Details) (USD $)	Oct. 31, 2014	Jan. 31, 2014
Fair Value of Consideration:
Cash	$ 225,000
1 Series Preferred C shares convertible into common shares	1,000,000
9,100,000 options at an exercise price of $0.10	879,932
Total Purchase Price	2,104,932
Assets:
Cash	196,757
Account receivables	840
Customer list	100,000
Equipment	500,000
Goodwill	1,318,870
Fair value of total assets	2,116,467
Notes payable RND Media	(10,000)
Sales tax payable	(1,535)
Fair value of net assets	$ 2,104,932

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Consolidated Balance Sheets (Unaudited) (USD $)	Oct. 31, 2014	Jan. 31, 2014
CURRENT ASSETS
Cash	$ 385,620	$ 1,034,210
Securities - available for sale	69,900
Accounts recievable	840
Total current assets	456,360	1,034,210
Proprietory technology and intangbiles, net	1,725,000
Goodwill	1,318,870
TOTAL ASSETS	3,500,230	1,034,210
CURRENT LIABILITIES:
Accounts payable and accrued liabilities	286,549	146,559
Notes payable RNC Media	10,000
Convertible note payable net of discount $298,500 and $0	1,501,500
Subscription payable		150,000
Investor payable - common stock	1,289,200	1,378,000
Investor payable - preferred stock	1,000,000
Due to related party	188,854	100,000
TOTAL LIABILITIES	4,276,103	1,774,559
CONTINGENCIES AND COMMITMENTS
STOCKHOLDERS' EQUITY (DEFICIT):
Common stock, $0.001 par value, 650,000,000 shares authorized; 159,880,000 and 302,000,000 issued and outstanding, repectively	159,880	302,000
Additional paid-in capital	5,953,251	485,000
Accumulated other comprehensive loss	(442)	(442)
Accumulated deficit	(6,888,563)	(1,526,907)
TOTAL STOCKHOLDERS' EQUITY (DEFICIT)	(775,873)	(740,349)
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)	3,500,230	1,034,210
Series A Preferred Stock [Member]
STOCKHOLDERS' EQUITY (DEFICIT):
Preferred stock, value	1
Series B Preferred Stock [Member]
STOCKHOLDERS' EQUITY (DEFICIT):
Preferred stock, value
Series C Preferred Stock [Member]
STOCKHOLDERS' EQUITY (DEFICIT):
Preferred stock, value

XML

Description of Business

9 Months Ended

Oct. 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). On October 30, 2014 the Company acquired a company called Webrunners, LLC. As of October 30, 2014 Webrunner, LLC is an wholly owned subsidiary of the Company.

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Convertible Notes Payable (Details) (USD $)	Oct. 31, 2014	Jan. 31, 2014
Short-term Debt [Line Items]
Convertible Notes Payable	$ 1,800,000
Less: Discount	(298,500)
Less: current portion of convertible notes payable	(1,501,500)
Long-term convertible notes payable
Note C-1 [Member]
Short-term Debt [Line Items]
Convertible Notes Payable
Dated - August 22, 2014 [Member]
Short-term Debt [Line Items]
Convertible Notes Payable	$ 1,800,000

XML

Notes payable (Tables)

9 Months Ended

Oct. 31, 2014

Notes Payable [Abstract]

Summary of Notes Payable

	October 31, 2014		January 31, 2014
Note D-1		10,000		-
Dated – October 30, 2014
Total notes payable	$	10,000	$	-

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Convertible Notes Payable (Details Textual) (USD $)	0 Months Ended	9 Months Ended
	Aug. 22, 2013	Oct. 31, 2014	Oct. 31, 2013	Aug. 22, 2014
Convertible Notes Payable [Abstract]
Litigation settlement to Mr. Knudson	$ 750,000
Convertible promissory note, Amount				1,800,000
Convertible promissory note, Conversion price				$ 0.10
Total litigation settlement	2,550,000
Amortization of Debt Discount (Premium)		59,700
Debt discount due to BCF		$ 358,200

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Basis of Presentation of Interim Financial Statements and Significant Accounting Policies (Details Textual) (USD $)	3 Months Ended		9 Months Ended
	Oct. 31, 2014	Oct. 31, 2013	Oct. 31, 2014	Oct. 31, 2013
Basis of Presentation of Interim Financial Statements and Significant Accounting Policies (Textual)
Research and Development Expense	$ 79,838		$ 611,980
Warrant [Member]
Basis of Presentation of Interim Financial Statements and Significant Accounting Policies (Textual)
Share-based compensation arrangement by share-based payment award, options granted
Option [Member]
Basis of Presentation of Interim Financial Statements and Significant Accounting Policies (Textual)
Share-based compensation arrangement by share-based payment award, options granted			9,100,000	9,100,000
Option [Member] | Webrunner LLC [Member]
Basis of Presentation of Interim Financial Statements and Significant Accounting Policies (Textual)
Business combination options issued			9,100,000

XML

Basis of Presentation of Interim Financial Statements and Significant Accounting Policies

9 Months Ended

Oct. 31, 2014

Basis of Presentation of Interim Financial Statements and Significant Accounting Policies [Abstract]

BASIS OF PRESENTATION OF INTERIM FINANCIAL STATEMENTS AND SIGNIFICANT ACCOUNTING POLICIES

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

Basis of Presentation of Interim Financial Statements

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

Research and Development and Software Development Costs

Capitalization of certain software development costs are recorded after the determination of technological feasibility. Based on our product development process, technological feasibility is determined upon the completion of a working model. To date, costs incurred by us from the completion of the working model to the point at which the product is ready for general release have been insignificant. Accordingly, we have charged all such costs to research and development expense in the period incurred.  Our research and development costs for the three months ended October 31, 2014 and 2013 were $79,838 and $0.00, as compared to nine months ended October 31, 2014 of $611,980 and $0.00, respectively.

Marketable securities and other investments

We classify our investment securities as available-for-sale. Available-for-sale securities are recorded at fair value. Unrealized gains and losses, net of the related tax effect, on available-for-sale securities are excluded from earnings and are reported as a component of accumulated other comprehensive income (loss) until realized. Realized gains and losses from the sale of available-for-sale securities are determined on a specific identification basis. Dividend and interest income are recognized when earned.

Our marketable securities are held as “available-for-sale” pursuant to Statement of Financial Accounting Standards No. 115, “Accounting for Certain Investments in Debt and Equity Securities.” We classify these investments as current assets and carry them at fair value. Unrealized gains and losses are recorded as a separate component of stockholders’ equity as accumulated other comprehensive income. We recognize all realized gains and losses on our available-for-sale securities in interest and other income in the accompanying statement of operations. Our marketable securities are maintained at one financial institution and are governed by our investment policy as approved by our Board of Directors.

To date we have not recorded any impairment charges on marketable securities related to other-than-temporary declines in market value. We would recognize an impairment charge when the decline in the estimated fair value of a marketable security below the amortized cost is determined to be other-than-temporary. We consider various factors in determining whether to recognize an impairment charge, including the duration of time and the severity to which the fair value has been less than our amortized cost, any adverse changes in the investees’ financial condition and our intent and ability to hold the marketable security for a period of time sufficient to allow for any anticipated recovery in market value.

We adopted Statement of ASC 320, “The Fair Value Option for Financial Assets and Financial Liabilities. Under this statement, an entity may elect to use fair value to measure eligible items. The adoption of this statement did not have an impact on our results of operations or financial condition.

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 9,100,000 options and no warrants issued by the Company during the nine months ended October 31, 2014 and 2013. The 9,100,000 options were issued in accordance with the business combination of Webrunner, LLC, and See Note 8 – Business Combination.

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 October 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.  

Fair Value of Financial Instruments

The Company's financial instruments consist primarily of cash, accounts payable and accrued expenses, and debt.  The carrying amounts of such financial instruments approximate their respective estimated fair value due to the short-term maturities and approximate market interest rates of these instruments.  

The Company adopted ASC Topic 820, Fair Value Measurements (“ASC Topic 820”), which defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements.  The standard provides a consistent definition of fair value which focuses on an exit price that would be received upon sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.  The standard also prioritizes, within the measurement of fair value, the use of market-based information over entity specific information and establishes a three-level hierarchy for fair value measurements based on the nature of inputs used in the valuation of an asset or liability as of the measurement date.

The three-level hierarchy for fair value measurements is defined as follows:

● Level 1 – inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets; liabilities in active markets;

● Level 2 – inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability other than quoted prices, either directly or indirectly, including inputs in markets that are not considered to be active; or directly or indirectly including inputs in markets that are not considered to be active;

● Level 3 – inputs to the valuation methodology are unobservable and significant to the fair value measurement

The following table summarizes fair value measurements by level at October 31, 2014 and January 31, 2014 for assets measured at fair value on a recurring basis:

at October 31, 2014
	Level 1		Level 2		Level 3		Total
Marketable securities- available for sale		69,900		-		-		69,900
Total assets		69,900		-		-		69,900
at January 31, 2014
		Level 1		Level 2		Level 3		Total
None		-		-		-		-
		-		-		-		-

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Consolidated Balance Sheets (Parenthetical) (Unaudited) (USD $)	Oct. 31, 2014	Jan. 31, 2014
Convertible note payable net of discount	$ 298,500	$ 0
Common stock, par value	$ 0.001	$ 0.001
Common stock, shares authorized	650,000,000	650,000,000
Common stock, shares issued	159,880,000	302,000,000
Common stock, shares outstanding	159,880,000	302,000,000
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	1,000
Preferred stock, shares outstanding	1,000
Series B Preferred Stock [Member]
Preferred stock, par value	$ 0.001	$ 0.01
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	7
Preferred stock, shares outstanding	7

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Basis of Presentation of Interim Financial Statements and Significant Accounting Policies (Tables)

9 Months Ended

Oct. 31, 2014

Basis of Presentation of Interim Financial Statements and Significant Accounting Policies [Abstract]

Summary of fair value on a recurring basis

at October 31, 2014
	Level 1		Level 2		Level 3		Total
Marketable securities- available for sale		69,900		-		-		69,900
Total assets		69,900		-		-		69,900
at January 31, 2014
		Level 1		Level 2		Level 3		Total
None		-		-		-		-
		-		-		-		-

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Document and Entity Information	9 Months Ended
	Oct. 31, 2014	Dec. 14, 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-Q
Document Period End Date	Oct. 31, 2014
Document Fiscal Year Focus	2015
Document Fiscal Period Focus	Q3
Entity Filer Category	Smaller Reporting Company
Entity Common Stock, Shares Outstanding		159,880,000

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Related Party Transactions (Tables)

9 Months Ended

Oct. 31, 2014

Related Party Transactions [Abstract]

Summary of related party expenses

		3 months		9 months
Legal	Personal Expenses of Mars Callahan	$	0.00	$	102,115
Unauthorized withdrawals	Personal Expenses of John Hermansen		0.00		193,215
Unauthorized withdrawals	Personal Expenses of Mars Callahan		0.00		105,705
Related Party Expenses		$	0.00	$	401,035

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Consolidated Statements of Operations and Comprehensive Income (Loss) (Unaudited) (USD $)	3 Months Ended		9 Months Ended
	Oct. 31, 2014	Oct. 31, 2013	Oct. 31, 2014	Oct. 31, 2013
Statement Of Operations and Comprehensive Income (Loss) [Abstract]
REVENUE	$ 105,000		$ 105,000	$ 1,572
OPERATING EXPENSES:
General and administrative	498,716	124,828	1,774,647	165,585
Research and development	79,838		611,980
Legal settlement	2,550,000		2,550,000
Related party transactions			401,035
Total operating expenses	3,128,554	124,828	5,337,662	165,585
OTHER (INCOME) EXPENSES:
Interest income	(820)		(820)
(Gain)/Loss on change in fair value of marketable securities	35,100		35,100
Interest expense	94,714		94,714
Total other (income) expenses	128,994		128,994
NET LOSS	(3,152,548)	(124,828)	(5,361,656)	(164,013)
Comprehensive income (loss):
NET LOSS	(3,152,548)	(124,828)	(5,361,656)	(164,013)
Other comprehensive income (loss)
Foreign currency translation adjustments		(169)		(352)
Total comprehensive income (loss)	$ (3,152,548)	$ (124,997)	$ (5,361,656)	$ (164,365)
NET LOSS PER COMMON SHARE:
Basic and diluted	$ (0.02)	$ 0.00	$ (0.03)	$ 0.00
outstanding, basic and diluted	152,856,522	301,108,696	170,969,963	300,373,626

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Equity

9 Months Ended

Oct. 31, 2014

Equity [Abstract]

EQUITY

NOTE 7 - EQUITY

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

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

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

The Company issued 8,000,000 Preferred B Warrants with the acquisition of Poker Junkies LLC.  These Preferred Series B Warrants once exercised the Company would issue Preferred Series B stock.  From November 2013 through January 31, 2014 the Company issued 1,028,000 of Series B Preferred stock of $1,028,000 for the exercise of the Preferred B warrants.  From February 2014 through April 2014 the Company issued 699,200 of Series B Preferred stock of $699,200 for the exercise of the Preferred B warrants.  On June 18, 2014 the Company rescinded this transaction as Mr. John Hermansen refused to deliver the Preferred Series B warrants.  On June 18, 2014, the Board of Directors agreed that since Mr. Hermansen refused to deliver the Preferred Series B warrants that were exercised the Company will issue common stock in lieu of issuing Convertible Preferred Series B shares.  The Company intends to issue common stock at 125% of the value of the stock of the Preferred Series B investment. For the nine months ended October 31, 2014 the Company issued 788,000 common stock to the Preferred B shareholders and by the fiscal year end the Company will issue the remaining 939,200 common shares. As of October 31, 2014 the Company has accounted for as an investor payable in the amount of $1,289,200.

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

Amendment of Articles of Incorporation

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

Preferred Stock

Series A Preferred Stock

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 in exchange for surrender of 150,000 shares of common 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).

Series C Convertible Preferred Stock

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

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

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

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

Warrants and Options

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

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

The Company has 9,100,000 options issued in connection with the acquisition of Webrunner, LLC, and See Note 8 – Business Combination.

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.

Warrants related to Preferred Shares

In November 14, the Company issued 8,000,000 Preferred B Warrants with the acquisition of Poker Junkies LLC. These Preferred Series B Warrants once exercised the Company would issue Preferred Series B stock. From January 31, 2014 through April 30, 2014, the Company issued 699,200 of Series B Preferred stock of $699,200. On June 18, 2014 the Company rescinded this transaction as Mr. John Hermansen refused to deliver the Preferred Series B warrants. On June 18, 2014, the Board of Directors agreed that since Mr. Hermansen refused to deliver the Preferred Series B warrants that were exercised the Company will issue common stock in lieu of issuing Convertible Preferred Series B shares. The Company intends to issue common stock at 125% of the value of the stock of the Preferred Series B investment.

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

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

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Marketable Securites

9 Months Ended

Oct. 31, 2014

Marketable Securities [Abstract]

Marketable Securities

NOTE 6 – MARKETABLE SECURIITES

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

The Company fair valued the marketable security available for sale at October 31, 2014 and recorded a loss on change in fair value of the asset of $35,100. Total available security available for sale at October 31, 2014 is $69,900.

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Basis of Presentation of Interim Financial Statements and Significant Accounting Policies (Details) (USD $)	Oct. 31, 2014	Jan. 31, 2014
Defined Benefit Plan Disclosure [Line Items]
Securities - available for sale	$ 69,900
Total assets	69,900
Level 1(Member)
Defined Benefit Plan Disclosure [Line Items]
Securities - available for sale	69,900
Total assets	69,900
Level 2 [Member]
Defined Benefit Plan Disclosure [Line Items]
Securities - available for sale
Total assets
Level 3 [Member]
Defined Benefit Plan Disclosure [Line Items]
Securities - available for sale
Total assets

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Proprietary Technology and Intangibles (Tables)

9 Months Ended

Oct. 31, 2014

Proprietary Technology and Intangibles [Abstract]

Schedule of intangible assets

	October 31, 2014			July 31, 2014
Licensing Agreement	$	1,125,000		$	-
Acquisition of Webrunner - Customer list		100,000			-
Acquisition of Webrunner - Equipment		500,000			-
Acquisition of Webrunner - Goodwill		1,318,870			-
Total intangible assets		3,043,870			-
Accumulated amortization of intangible assets		(-	)		(-	)
Total intangible assets	$	3,043,870		$	-

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Notes payable

9 Months Ended

Oct. 31, 2014

Notes Payable [Abstract]

NOTES PAYABLE

NOTE 10 –NOTES PAYABLE

	October 31, 2014		January 31, 2014
Note D-1		10,000		-
Dated – October 30, 2014
Total notes payable	$	10,000	$	-

Note D-1: On October 30, 2014 the Company exercised the comprehensive acquisition agreement of Webrunner, LLC and in the acquisition the Company assumed the debt of RNC Media in the amount of $10,000. The Note does not have any interest payable and is due upon demand.

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Business Combination

9 Months Ended

Oct. 31, 2014

Business Combination [Abstract]

BUSINESS COMBINATION

NOTE 8 – BUSINESS COMBINATION

October 30, 2014 the Company through a comprehensive agreement with Webrunner, LLC, has purchased a complete data center.

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

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

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

The purchase price paid for the Acquisition was $2,303,809 which included $225,000 in cash, 1 Preferred Series C shares convertible into $1,000,000 of common stock and 9,100,000 options to purchase stock at an exercise price of $0.10 value at $1,078,809 using the Black Scholes option pricing model. The following table summarizes the fair value of the consideration paid by the Company and the fair value amounts assigned to the assets acquired on the acquisition date:

	October 30, 2014
Fair Value of Consideration:
Cash	$	225,000
1 Series Preferred C shares convertible into common shares		1,000,000
9,100,000 options at an exercise price of $0.10		879,932
Total Purchase Price	$	2,104,932
Recognized amounts of identifiable assets acquired:
Assets:
Cash	$	196,757
Account receivables		840
Customer list		100,000
Equipment		500,000
Goodwill		1,318,870
Fair value of total assets		2,116,467
Note payable RND Media		(10,000	)
Sales tax payable		(1,535	)
Fair value of net assets	$	2,104,932

The comprehensive agreement call for the implementation of three employment agreement and three management agreements for the members of Webrunner LLC. The Company has not adopted an employee stock option plan which has been approved by the shareholders.

The following (unaudited) Proforma consolidated results of operations have been prepared as if the acquisition had occurred at February 1, 2013 and 2014.

	Nine Months ended
	2014			2013
REVENUES		430,793			38,604
Net Loss		(5,736,287	)		(131,503	)
Net loss per share basic and diluted	$	(0.04	)	$	(0.00	)
Weighted average of shares outstanding		170,969,963			300,373,626

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Convertible Notes Payable

9 Months Ended

Oct. 31, 2014

Convertible Notes Payable [Abstract]

Convertible Notes Payable

NOTE 9 – CONVERTIBLE NOTES PAYABLE

The Company had the following convertible notes payable outstanding as of October 31, 2014 and January 31, 2014:

	October 31,			January 31,
	2014			2014
Note C-1		-			-
Dated – August 22, 2014		1,800,000
Total notes payable	$	1,800,000		$	-
Less: Discount		(298,500	)
Less: current portion of convertible notes payable		1,501,500			-
Long-term convertible notes payable	$	-		$	-

Note C-1: On June 17, 2014 a verified complaint was filed in Maricopa County, Arizona being case number CV 2014-008511 against the Company by an investor known as Doyle Knudson. On August 22, 2014 the parties settled this case recognizing that the settlement constitutes a compromise of disputed claims by the respective Parties, liability for which is expressly denied by the Parties. The summary of the settlement is as follows:

The Company transferred $750,000 to Mr. Knudson on the day of settlement, executed a $1.8 million Convertible Promissory Note with a conversion price of $0.10 per share, a Settlement Agreement and amended Mr. Knudson’s Series C Preferred Stock Purchase Agreement to provide that Mr. Knudson can convert his seven (7) Series C Preferred shares into common stock at any time after the date of this Settlement Agreement. The Company has also amended the Certificate of Designation for the Series C Preferred shares to reflect that the shares are convertible on any date after the date of this Settlement Agreement as reflected in the Amendment to the Certificate of Designation. The total value of the legal settlement was $2,550,000.

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

The Company recorded a discount on the convertible note payable due to a beneficial conversion feature of $358,200 and amortized $59,700 for the quarter ended October 31, 2014.

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Basis of Presentation of Interim Financial Statements and Significant Accounting Policies (Policies)

9 Months Ended

Oct. 31, 2014

Basis of Presentation of Interim Financial Statements and Significant Accounting Policies [Abstract]

Basis of Presentation of Interim Financial Statements

Basis of Presentation of Interim Financial Statements

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

Research and Development and Software Development Costs

Research and Development and Software Development Costs

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

Share-Based Compensation

Share-Based Compensation

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

Basic and Diluted Net Loss per Common Share

Basic 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.

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Business Combination (Details Textual) (USD $)	9 Months Ended
	Oct. 31, 2014	Oct. 31, 2013	Jan. 31, 2014
Business Acquisition [Line Items]
Acquisition price	$ 2,303,809
Cash	225,000
1 Series Preferred C shares convertible into common shares	1,000,000
Option [Member]
Business Acquisition [Line Items]
Share-based compensation arrangement by share-based payment award, options granted	9,100,000	9,100,000
Stock options purchase value	$ 1,078,809
Business acquisition, exercise price	$ 0.10

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Convertible Notes Payable (Tables)

9 Months Ended

Oct. 31, 2014

Convertible Notes Payable [Abstract]

Convertible Notes Payable

	October 31,			January 31,
	2014			2014
Note C-1		-			-
Dated – August 22, 2014		1,800,000
Total notes payable	$	1,800,000		$	-
Less: Discount		(298,500	)
Less: current portion of convertible notes payable		1,501,500			-
Long-term convertible notes payable	$	-		$	-

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Related Party Transactions (Details) (USD $)	3 Months Ended		9 Months Ended
	Oct. 31, 2014	Oct. 31, 2013	Oct. 31, 2014	Oct. 31, 2013
Related Party Transaction [Line Items]
Related Party Expenses			$ 401,035
Legal [Member] | Personal Expenses of Mars Callahan [Member]
Related Party Transaction [Line Items]
Related Party Expenses	0.00		102,115
Unauthorized withdrawals [Member] | Personal Expenses of Mars Callahan [Member]
Related Party Transaction [Line Items]
Related Party Expenses	0.00		105,705
Unauthorized withdrawals [Member] | Personal Expenses of John Hermansen [Member]
Related Party Transaction [Line Items]
Related Party Expenses	$ 0.00		$ 193,215

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Consolidated Statements of Cash Flows (Unaudited) (USD $)	9 Months Ended
	Oct. 31, 2014	Oct. 31, 2013
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$ (5,361,656)	$ (164,013)
Adjustments to reconcile net loss to net cash used in operating activities:
Common stock issued for services		40,000
Amortization of debt discount	59,700
Revenues from the receipt of securities for consulting	(105,000)
(Gain)/Loss on change in fair value of marketable securities	35,100
Convertible note payable due to legal settlement	1,800,000
Changes in operating assets and liabilities:
Accounts receivable	(840)
Prepaid expenses and other current assets		2,858
Accounts payable and accrued liabilities	146,552	(9,318)
Net cash used in operating activities	(3,426,144)	(130,473)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of intangible assets	(1,125,000)
Net cash used in investing activities	(1,125,000)
CASH FLOWS FROM FINANCING ACTIVITIES:
Advances from shareholder	53,354	26,537
Repayment of advances from shareholders		(12)
Refund of subscription payable	(150,000)
Proceeds for investor payable	699,200
Proceeds from the sale of Preferred C stock	3,300,000
Net cash provided by financing activities	3,902,554	26,525
Effect of exchange rate changes		(352)
INCREASE (DECREASE) IN CASH	(648,590)	(104,300)
CASH, BEGINNING OF PERIOD	1,034,210	106,410
CASH, END OF PERIOD	385,620	2,110
SUPPLEMENTAL CASH FLOW INFORMATION:
Interest paid
Income taxes paid
SUPPLEMENTAL DISCLOSURE OF NONCASH OPERATING AND FINANCING ACTIVITIES:
Preferred A stock exchanged for common stock	150,000
Debt from RND Media	10,000
Preferred shares payable for acquisition	1,000,000
Accounts payable assumed from acquisition	1,535
Preferred converted into common	788,000
Assets assumed from acquisition	797,597
Debt discount due to BCF	358,200
Options issued for acquisition	$ 879,932

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Proprietary Technology and Intangibles

9 Months Ended

Oct. 31, 2014

Proprietary Technology and Intangibles [Abstract]

PROPRIETARY TECHNOLOGY AND INTANGIBLES

NOTE 5 – PROPRIETARY TECHNOLOGY AND INTANGIBLES

On June 11, 2014 we entered into a license and subscription agreement with Cloud Medical Doctor Software Corporation (NSCT) (“Cloud”) for $1,125,000. The agreement grants to us a non-exclusive encryption license agreement which entitles us to utilize Cloud’s encryption software solution within the Customer’s business. We purchased a 48 months encryption licensing agreement to incorporate into our existing web based software. The licensing agreement will protect members of our platform from hackers and other privacy intrusion vehicles. CipherLoc has various features that will further protect our members and end users of our web developed platform. The investment in the encryption licensing agreement has been accounted as intangible of $1,125,000.

On October 30, 2014 we entered into a business combination agreement with Webrunner, LLC for $2,303,809 which included the purchase of intangible and tangible assets of $797,597. See Note 8 – Business Combination.

The following is a detail of intangible assets at October 31, 2014 and January 31, 2014:

	October 31, 2014		July 31, 2014
Licensing Agreement	$	1,125,000	$	-
Acquisition of Webrunner - Customer list		100,000		-
Acquisition of Webrunner - Equipment		500,000		-
Acquisition of Webrunner - Goodwill		1,517,747			-
Total intangible assets		3,242,747		-
Accumulated amortization of intangible assets		(-)		(-)
Total intangible assets	$	3,242,747	$	-

There was no amortization expense for the quarter then ended as the assets have not been put in service until after October 31, 2014.

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Related Party Transactions (Details Textual) (USD $)	0 Months Ended	9 Months Ended	0 Months Ended
	Aug. 20, 2013	Oct. 31, 2014	Mar. 06, 2014	Jan. 31, 2014
Related Party Transactions (Textual)
Unpaid salaries	$ 136,500	$ 136,500		$ 100,000
Preferred stock, voting rights		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.
Fixed annual compensation	240,000
Cash bonus		150,000
Advance fund from CEO		53,354
August 20, 2014 [Member]
Related Party Transactions (Textual)
Fixed annual compensation		300,000
August 20, 2015 [Member]
Related Party Transactions (Textual)
Fixed annual compensation		$ 360,000
Series A Preferred Stock [Member]
Related Party Transactions (Textual)
Preferred stock, shares authorized		1,000	1,000	1,000
Cancelllation of common stock shares			150,000,000
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.

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Notes payable (Details Textual) (USD $)	Oct. 31, 2014	Jan. 31, 2014
Short-term Debt [Line Items]
Notes payable RNC Media	$ 10,000
Note D-1 [Member]
Short-term Debt [Line Items]
Notes payable RNC Media	$ 10,000

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Business Combination (Tables)

9 Months Ended

Oct. 31, 2014

Business Combination [Abstract]

Fair Value of Contingent Consideration

	October 30, 2014
Fair Value of Consideration:
Cash	$	225,000
1 Series Preferred C shares convertible into common shares		1,000,000
9,100,000 options at an exercise price of $0.10		879,932
Total Purchase Price	$	2,104,932
Recognized amounts of identifiable assets acquired:
Assets:
Cash	$	196,757
Account receivables		840
Customer list		100,000
Equipment		500,000
Goodwill		1,318,870
Fair value of total assets		2,116,467
Note payable RND Media		(10,000	)
Sales tax payable		(1,535	)
Fair value of net assets	$	2,104,932

Consolidated results of operations acquisition

	Nine Months ended
	2014			2013
REVENUES		430,793			38,604
Net Loss		(5,736,287	)		(131,503	)
Net loss per share basic and diluted	$	(0.04	)	$	(0.00	)
Weighted average of shares outstanding		170,969,963			300,373,626