10-K/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K/A

x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Fiscal Year Ended January 31, 2015

OR

o TRANSITION 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	☒

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: $1,577,428 as based on the closing price of the stock on July 2, 2015. The voting stock held by non-affiliates on that date consisted of 81,732,000 shares of common stock.

Documents Incorporated by Reference: None

EXPLANATORY NOTE – AMENDMENT

The sole purpose of this Amendment to the Registrant’s Annual Report on Form 10-K/A for the period ended January 31, 2015 (the “10-K/A”) is to is to furnish Exhibit 101 to the Form 10-K as required by Rule 405 of Regulation S-T.

No other changes have been made to the 10-K/Amendment No.3 and this amendment has not been updated to reflect events occurring subsequent to the filing of the 10-K/Amendment No. 3.

2

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. 

Registrant	Gawk, Inc.
Date: August 20, 2015	By:	/s/ Scott Kettle
		Scott Kettle
		Director, Chief Executive Officer (Principal Executive Officer), President
Date: August 20, 2015	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 20, 2015	By:	/s/ Scott Kettle
		Scott Kettle
		Director
Date: August 20, 2015	By:	/s/ Michael Selsman
		Michael Selsman
		Director
Date: August 20, 2015	By:	/s/ Chris Hall
		Chris Hall
		Director

3 

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 Annual Report on Form 10-K/Amendment No.3 for the year ended January 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: August 20, 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 Annual Report on Form 10-K/Amendment No. 3 for the year ended January 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 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 registrant, 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.

August 20, 2015	By	/s/ Scott Kettle
		Scott Kettle,
		Principle Accounting 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 Annual Report on Form 10-K/Amendment No.3 for the year ended January 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: August 20, 2015	/s/ Scott Kettle
	Scott Kettle
	Chairman, Chief Executive Officer, and Chief Financial Officer
	(Principal Executive Officer)

XML

Rescinded Asset Acquistions (Details) - USD ($)	12 Months Ended
	Jan. 31, 2015	Jan. 31, 2014
Acquired Finite-Lived Intangible Assets [Line Items]
Total intangible assets		$ 622,000
Accumulated impairment of assets		$ (622,000)
Total proprietary technology, net
Poker Junkies Intangibles [Member]
Acquired Finite-Lived Intangible Assets [Line Items]
Total intangible assets		$ 238,000
High Profile Distribution Intangibles [Member]
Acquired Finite-Lived Intangible Assets [Line Items]
Total intangible assets		$ 384,000

XML

Licensing Agreement / Deposit (Details) - USD ($)	Jun. 11, 2014	Jul. 20, 2015	Jan. 31, 2015	Jan. 31, 2014
Licensing Agreement / Deposit (Textual)
Deposit			$ 1,125,000
License and subscription agreement [Member]
Licensing Agreement / Deposit (Textual)
Deposit		$ 1,125,000
Licensing agreement, Useful life	48 months
License amount	$ 1,125,000

XML

Business Combination (Details Textual) - USD ($)	1 Months Ended	12 Months Ended
	Oct. 30, 2014	Jan. 31, 2015	Jan. 31, 2014
Business Acquisition [Line Items]
Acquisition price	$ 2,104,932	$ (34,069)
Cash	225,000
1 Series Preferred C shares convertible into common shares	$ 1,000,000
Share-based compensation arrangement by share-based payment award, options granted	9,100,000	9,100,000
Business acquisition, exercise price	$ 0.10
Stock options purchase value	$ 879,932
Option [Member]
Business Acquisition [Line Items]
Volatility rate	268.00%
Strike price on options	$ 0.10
Exercise life for options	5 years
Cumulative volatility rate	599.66%

XML

Equity (Details) - Financial Instruments [Domain] - USD ($)							1 Months Ended								3 Months Ended	12 Months Ended
	Feb. 17, 2015	Apr. 11, 2014	Mar. 06, 2014	Feb. 12, 2014	Nov. 14, 2013	Aug. 22, 2013	Mar. 31, 2015	Mar. 23, 2015	Feb. 13, 2015	Oct. 30, 2014	Dec. 31, 2013	Dec. 19, 2013	Oct. 31, 2013	Jan. 23, 2013	Apr. 30, 2014	Jan. 31, 2015	Jan. 31, 2014	Nov. 12, 2013
Equity (Textual)
Common stock, shares authorized																650,000,000	650,000,000
Common stock, par value																$ 0.001	$ 0.001
Common stock, shares issued																161,732,000	302,000,000
Trading price																$ 0.10
Cancelllation of common stock shares			150,000
Description of forward stock split						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.
Warrants outstanding																	8,000,000
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
Fair Value of common stock
Common stock issued for services, value													$ 40,000			$ 50,000	$ 40,000
Common stock issued for services, shares													2,000,000			500,000
Return on investment				$ 150,000
Investor payable - common shares																$ 1,154,000	$ 1,378,000
Warrants issued																	8,000,000
Share-based compensation arrangement by share-based payment award, options granted										9,100,000						9,100,000
Contribution by CEO																$ 40,000
Series A Preferred Stock [Member]
Equity (Textual)
Preferred stock, shares issued			1,000													1,000	1,000
Preferred stock, shares authorized																1,000	1,000
Preferred stock, par value																$ 0.001	$ 0.001
Common stock, par value			$ 150,000
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.
Fair Value of common stock																$ 1
shares of common stock issued for settlement agreement																1,000
Common stock issued for services, value
Common stock issued for services, shares
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	$ 0.001
Common stock, Description																The Company intends to issue common stock at 125% of the value of the stock of the Preferred Series B investment.
Conversion of Series C stock																$ 923,200
Warrants outstanding											8,000,000
Fair Value of common stock
shares of common stock issued for settlement agreement
Common stock issued for services, value
Common stock issued for services, shares
Series B preferred stock issued for exercise of warrants, shares																1,028,000
Series B preferred stock issued for exercise of warrants, value																$ 1,028,000
Series B Convertible Preferred stock [Member]
Equity (Textual)
Preferred stock, shares authorized																50,000,000
Convertible preferred stock, Terms of conversion																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 Preferred Stock [Member]
Equity (Textual)
Preferred stock, shares issued																7
Preferred stock, shares authorized																100	100
Preferred stock, par value																$ 0.001	$ 0.001
Preferred stock issued under purchase agreement		7
Preferred stock shares issued under purchase agreement		$ 3,300,000
Fair Value of common stock
shares of common stock issued for settlement agreement
Common stock issued for services, value
Common stock issued for services, shares
Preferred B Warrants [Member]
Equity (Textual)
Trading price																$ 0.10
Series B preferred stock issued for exercise of warrants, shares															699,200
Series B preferred stock issued for exercise of warrants, value															$ 699,200
Warrants issued																	8,000,000
Series C Convertible Preferred Stock [Member]
Equity (Textual)
Preferred stock, shares authorized																100		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
Board of Directors [Member]
Equity (Textual)
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
Capital stock, par value					$ 0.001
Capital stock, shares authorized					750,000,000
Preferred B Shareholders [Member]
Equity (Textual)
Common stock issued for services, value																$ 923,200
Common stock issued for services, shares																9,232,000
Gwh [Member] | Series B Preferred Stock [Member]
Equity (Textual)
Preferred stock issued under purchase agreement												100,000
Preferred stock shares issued under purchase agreement												$ 100,000
James E. Mccrink [Member] | Series B Preferred Stock [Member]
Equity (Textual)
Preferred stock issued under purchase agreement														250,000
Preferred stock shares issued under purchase agreement														$ 250,000
Poker Junkies, Llc [Member] | Series C Preferred Stock [Member]
Equity (Textual)
Shares issued for purchase of assets					20
High Profile Distribution Llc [Member] | Series C Preferred Stock [Member]
Equity (Textual)
Shares issued for purchase of assets											18
Subsequent Event [Member]
Equity (Textual)
Preferred stock issued under purchase agreement								9,000,000
Common stock issued for services, shares									4,587,156
Subsequent Event [Member] | Investor [Member]
Equity (Textual)
Fair Value of common stock	$ 54,000
shares of common stock issued for settlement agreement	2,700,000
Subsequent Event [Member] | Board of Directors [Member]
Equity (Textual)
Common stock issued for services, value							$ 36,000
Common stock issued for services, shares							9,000,000

XML

Business Combination (Details)	Oct. 30, 2014 USD ($)
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	190,931
IP Address	81,920
Customer list	359,067
Equipment	176,975
Goodwill	1,310,908
Fair value of total assets	2,119,801
Notes payable RND Media	(10,000)
AP & accrued liabilities	(4,869)
Fair value of net assets	$ 2,104,932

XML

Income Taxes (Tables)

12 Months Ended

Jan. 31, 2015

Income Taxes [Abstract]

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

	Year Ended January 31,
	2015			2014
Current:
Federal	$	-		$	-
State		-			-
		-			-
Deferred:
Federal	$	2,169,445		$	295,253
State		574,265			78,155
		2,743,710			373,408
Valuation allowance		(2,743,710	)		(373,408	)
Provision benefit for income taxes, net	$	-		$	-

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

	January 31
	2015			2014
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		-			-

Schedule of deferred income taxes result

	January 31
	2015			2014
Net operating loss carryforward		2,169,445			295,253
Valuation allowance		(2,169,445	)		(295,253	)
Deferred income tax asset	$	-		$	-

XML

Income Taxes (Details 1)	12 Months Ended
	Jan. 31, 2015	Jan. 31, 2014
Income Taxes [Abstract]
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

XML

Summary of Significant Accounting Policies (Policies)

12 Months Ended

Jan. 31, 2015

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.

Principles of Consolidation

Principles of Consolidation

The consolidated financial statements include the accounts of the Company and its subsidiaries. All intercompany accounts and transactions have been eliminated. We currently have no investments accounted for using the equity or cost methods of accounting.

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, 2015 and 2014, cash and cash equivalents include cash on hand and cash in the bank. The FDIC insures these deposits up to $250,000.

Goodwill and Other Intangible Assets

Goodwill and Other Intangible Assets

We account for goodwill and intangible assets in accordance with ASC 350 "Intangibles-Goodwill and Other" ("ASC 350"). ASC 350 requires that goodwill and other intangibles with indefinite lives be tested for impairment annually or on an interim basis if events or circumstances indicate that the fair value of an asset has decreased below its carrying value. In addition, ASC 350 requires that goodwill be tested for impairment at the reporting unit level (operating segment or one level below an operating segment) on an annual basis and between annual tests when circumstances indicate that the recoverability of the carrying amount of goodwill may be in doubt. Application of the goodwill impairment test requires judgment, including the identification of reporting units; assigning assets and liabilities to reporting units, assigning goodwill to reporting units, and determining the fair value. Significant judgments required to estimate the fair value of reporting units include estimating future cash flows, determining appropriate discount rates and other assumptions. Changes in these estimates and assumptions or the occurrence of one or more confirming events in future periods could cause the actual results or outcomes to materially differ from such estimates and could also affect the determination of fair value and/or goodwill impairment at future reporting dates.

We completed an evaluation of goodwill at January 31, 2015 and determined that there was no impairment. We employed a qualitative evaluation for the 2015 analyses.

We have acquired brands that have been determined to have indefinite lives due to the nature of our business. We evaluate a number of factors to determine whether an indefinite life is appropriate, including the competitive environment, market share, brand history, product life cycles, operating plans and the macroeconomic environment of the countries in which the brands are sold. When certain events or changes in operating conditions occur, an impairment assessment is performed and indefinite-lived brands may be adjusted to a determinable life.

The cost of intangible assets with determinable useful lives is amortized to reflect the pattern of economic benefits consumed, either on a straight-line or accelerated basis over the estimated periods benefited. Patents, technology and other intangibles with contractual terms are generally amortized over their respective legal or contractual lives. Customer relationships, brands and other non-contractual intangible assets with determinable lives are amortized over periods 3 years. When certain events or changes in operating conditions occur, an impairment assessment is performed and lives of intangible assets with determinable lives may be adjusted.

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.

Property, Plant and Equipment

Property, Plant and Equipment

Property, plant and equipment is recorded at cost reduced by accumulated depreciation. Depreciation expense is recognized over the assets’ estimated useful lives using the straight-line method. Machinery and equipment includes office furniture and fixtures (15-year life), computer equipment and capitalized software (3- to 5-year lives) and manufacturing equipment (3- to 20-year lives). Buildings are depreciated over an estimated useful life of 40 years. Estimated useful lives are periodically reviewed and, when appropriate, changes are made prospectively. When certain events or changes in operating conditions occur, asset lives may be adjusted and an impairment assessment may be performed on the recoverability of the carrying amounts.

Accounts Receivable and Allowance for Uncollectible Accounts

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. As of January 31, 2015 and 2014, the Company had no valuation allowance for the Company’s accounts receivable.

Marketable securities and other investments

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 ASC 320, “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 ASC 825, “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.

Revenue Recognition

Revenue Recognition

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

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

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, 2015, 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, 2015 and 2014 were $605,142 and $328,194, 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 9,100,000 options and no warrants issued by the Company during the years ended January 31, 2015 and 2014. 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 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. There were 9,100,000 options, a convertible note for $1,800,000 secured by 18,000,000 shares of common stock and no warrants issued by the Company during the years ended January 31, 2015 and 2014.

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.

Fair Value of Financial Instruments

Fair Value of Financial Instruments

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

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

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

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

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

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

The following table summarizes fair value measurements by level at January 31, 2015 and January 31, 2014 for assets measured at fair value on a recurring basis:

Carrying Value at January 31, 2015

	Level 1		Level 2		Level 3		Total
Marketable securities - available for sale		28,950		-		-		28,950
Total assets		28,950		-		-		28,950

Carrying Value at January 31, 2014

	Level 1	Level 2	Level 3	Total
None	-	-	-	-
	-	-	-	-

Recent Accounting Pronouncements

Recent Accounting Pronouncements

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

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Proprietary Technology and Intangibles (Details Textual) - USD ($)	Jan. 31, 2015	Oct. 30, 2014	Jan. 31, 2014
Proprietary Technology And Intangibles (Textual)
Total intangible assets	$ 440,987
Accumulated amortization of intangible assets	$ 36,749
Webrunner LLC [Member]
Proprietary Technology And Intangibles (Textual)
Business acquisition price		$ 2,104,932

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Commitments and Contingencies (Details)	Jan. 31, 2015 USD ($)
Commitments and Contingencies [Abstract]
Monthly Rate Per Rentable Square Foot, Year one	$ 2.13
Monthly Rate Per Rentable Square Foot, Year two	2.23
Monthly Rate Per Rentable Square Foot, Year three	2.33
Monthly Rate Per Rentable Square Foot, Year four	2.43
Monthly Rate Per Rentable Square Foot, Year five	2.54
1 to 12	5,534.00
13 to 24	5,794.00
25 to 36	6,053.00
37 to 48	6,313.00
49 to 60	$ 6,599.00

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Summary of Significant Accounting Policies (Details) - USD ($)	Jan. 31, 2015	Jan. 31, 2014
Defined Benefit Plan Disclosure [Line Items]
Marketable securities - available for sale	$ 28,950
Total assets	28,950
Level 1(Member)
Defined Benefit Plan Disclosure [Line Items]
Marketable securities - available for sale	28,950
Total assets	$ 28,950
Level 2 [Member]
Defined Benefit Plan Disclosure [Line Items]
Marketable securities - available for sale
Total assets
Level 3 [Member]
Defined Benefit Plan Disclosure [Line Items]
Marketable securities - available for sale
Total assets

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Property Plant and Equipment (Details Textual)	Oct. 30, 2014 USD ($)
Property Plant And Equipment (Textual)
Business combination agreement	$ 2,104,932
Purchase of tangible assets	$ 176,975

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Convertible Notes Payable (Details Textual) - USD ($)		12 Months Ended
	Aug. 22, 2014	Jan. 31, 2015	Jan. 31, 2014
Convertible notes payable (Textual)
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
Discount of note payable - BCF		$ 358,200
Amortization of debt discount		$ 149,250

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Business Combination (Details 1) - USD ($)	12 Months Ended
	Jan. 31, 2015	Jan. 31, 2014
Rescinded Asset Acquistions and Business Combination [Abstract]
REVENUES	$ 342,764	$ 117,879
Net Loss	$ (5,637,561)	$ (870,257)
Net loss per share basic and diluted	$ (0.03)	$ 0.00
Weighted average of shares outstanding	161,732,000	300,373,626

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Going Concern Issues

12 Months Ended

Jan. 31, 2015

Going Concern Issues [Abstract]

GOING CONCERN ISSUES

NOTE 3 – GOING CONCERN ISSUES

The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which contemplate continuation of the Company as a going concern. However, the Company has an accumulated deficit at January 31, 2015 of $7,314,538 and net loss for year-end January 31, 2015 of $5,787,631 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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Notes payable (Details) - USD ($)	Jan. 31, 2015	Oct. 30, 2014	Jan. 31, 2014
Short-term Debt [Line Items]
Total notes payable	$ 10,000
Note D-1
Short-term Debt [Line Items]
Total notes payable	$ 10,000	$ 10,000
Dated - January 31, 2015
Short-term Debt [Line Items]
Total notes payable

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Commitments and Contingencies (Details Textual) - USD ($)	12 Months Ended
	Jan. 31, 2015	Jan. 31, 2014
Commitment and contingencies [Textual]
Rent expense	$ 19,311	$ 360

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Related Party Transactions (Tables)

12 Months Ended

Jan. 31, 2015

Related Party Transactions [Abstract]

Summary of related party expenses

		January 31, 2015		January 31, 2014
Legal	Personal Expenses of Mars Callahan	$	102,114	$	30,000
Unauthorized withdrawals	Personal Expenses of John Hermansen		193,215		75,364
Unauthorized withdrawals	Personal Expenses of Mars Callahan		105,705		24,000
Related Party Expenses		$	401,034	$	129,364

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Commitments and Contingencies (Tables)

12 Months Ended

Jan. 31, 2015

Commitments and Contingencies [Abstract]

Schedule of future minimum rental payments

Months of Term or Period	Monthly Rate Per Rentable Square Foot	Monthly Basic Rent (rounded to the nearest dollar)
1 to 12	$2.13	$5,534.00
13 to 24	$2.23	$5,794.00
25 to 36	$2.33	$6,053.00
37 to 48	$2.43	$6,313.00
49 to 60	$2.54	$6,599.00

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Income Taxes (Details) - USD ($)	12 Months Ended
	Jan. 31, 2015	Jan. 31, 2014
Current:
Federal
State
Total
Deferred:
Federal	$ 2,169,445	$ 295,253
State	574,265	78,155
Total	2,743,710	373,408
Valuation allowance	$ (2,743,710)	$ (373,408)
Provision benefit for income taxes, net

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Related Party Transactions (Details) - USD ($)	12 Months Ended
	Jan. 31, 2015	Jan. 31, 2014
Related Party Transaction [Line Items]
Related Party Expenses	$ 401,034	$ 129,364
Legal [Member] | Personal Expenses of Mars Callahan [Member]
Related Party Transaction [Line Items]
Related Party Expenses	102,114	30,000
Unauthorized withdrawals [Member] | Personal Expenses of Mars Callahan [Member]
Related Party Transaction [Line Items]
Related Party Expenses	105,705	24,000
Unauthorized withdrawals [Member] | Personal Expenses of John Hermansen [Member]
Related Party Transaction [Line Items]
Related Party Expenses	$ 193,215	$ 75,364

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Business Combination (Tables)

12 Months Ended

Jan. 31, 2015

Rescinded Asset Acquistions and 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	$	190,931
IP Address		81,920
Customer list		359,067
Equipment		176,975
Goodwill		1,310,908
Fair value of total assets		2,119,801
Note payable RND Media		(10,000	)
AP & accrued liabilities		(4,869	)
Fair value of net assets	$	2,104,932

Consolidated results of operations acquisition

	Years ended
	2015			2014
REVENUES		342,764			117,879
Net Loss		(5,637561	)		(870,257	)
Net loss per share basic and diluted	$	(0.03	)	$	(0.00	)
Weighted average of shares outstanding		161,732,000			300,373,626

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Proprietary Technology and Intangibles (Tables)

12 Months Ended

Jan. 31, 2015

Proprietary Technology and Intangibles [Abstract]

Schedule of intangible assets

	January 31, 2015			January 31, 2014
Acquisition of Webrunner - Customer list		359,067			-
Acquisition of Webrunner – IP Address		81,920			-
Total intangible assets		440,987			-
Accumulated amortization of intangible assets		(36,749	)		(-	)
Total intangible assets	$	404,238		$	-

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Basis of Presentation

12 Months Ended

Jan. 31, 2015

Description of Business and Basis of Presentation [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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Property Plant and Equipment (Tables)

12 Months Ended

Jan. 31, 2015

Property, Plant and Equipment [Abstract]

Schedule of tangible assets

Acquisition of Webrunner - Equipment		176,975			-
Total tangible assets		176,975			-
Accumulated depreciation of tangible assets		(14,748	)		(-	)
Total tangible assets	$	162,227		$	-

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Rescinded Asset Acquistions (Details 1) - USD ($)	Dec. 31, 2013	Nov. 14, 2013
Purchase Price Allocation Value of Consideration:
Total Purchase Price	$ 384,000	$ 238,000
Assets:
Total assets	384,000	238,000
Series C Preferred Stock [Member]
Purchase Price Allocation Value of Consideration:
Total Purchase Price	384,000	238,000
Media Content [Member]
Assets:
Total assets	$ 384,000	$ 238,000

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Marketable Securites (Details) - USD ($)	Sep. 04, 2014	Jan. 31, 2015	Jan. 31, 2014
Marketable Securites Textual [Abstract]
Trading price		$ 0.10
Loss on change in fair value of the asset		$ 76,050
Marketable securities - available for sale		$ 28,950
Cloud Consulting Agreement [Member]
Marketable Securites Textual [Abstract]
Common share issued	3,000,000
Common shares value	$ 105,000
Trading price	$ 0.035
Marketable securities- available for sale	$ 105,000

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Consolidated Balance Sheets - USD ($)	Jan. 31, 2015	Jan. 31, 2014
CURRENT ASSETS
Cash	$ 255,455	$ 1,034,210
Securities - available for sale	28,950
Accounts receivable	10,862
Deposit - Cipherloc	1,125,000
Total current assets	1,420,267	$ 1,034,210
Web equipment, net of depreciation of $14,748	162,227
Intangible assets and proprietary technology, net of amortization of $36,749	404,238
Goodwill	1,310,908
TOTAL ASSETS	3,297,640	$ 1,034,210
CURRENT LIABILITIES:
Accounts payable and accrued liabilities	330,384	$ 146,559
Note payable RND Media	10,000
Convertible note payable net of discount $208,950 and $0	$ 1,591,050
Subscription payable		$ 150,000
Investor payable - common shares	$ 1,154,000	$ 1,378,000
Preferred shares payable for acquisition	1,000,000
Due to related party	188,854	$ 100,000
TOTAL LIABILITIES	$ 4,274,288	$ 1,774,559
CONTINGENCIES AND COMMITMENTS
STOCKHOLDERS' EQUITY (DEFICIT)
Preferred stock, value
Common stock, $0.001 par value, 650,000,000 shares authorized; 161,732,000 and 302,000,000 issued and outstanding	$ 161,732	$ 302,000
Additional paid-in capital	6,176,599	485,000
Accumulated other comprehensive income (loss)	(442)	(442)
Accumulated deficit	(7,314,538)	(1,526,907)
TOTAL STOCKHOLDERS' (DEFICIT)	(976,648)	(740,349,000)
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	3,297,640	$ 1,034,210
Series A Preferred Stock [Member]
STOCKHOLDERS' EQUITY (DEFICIT)
Preferred stock, value	$ 1
TOTAL STOCKHOLDERS' (DEFICIT)
Series B Preferred Stock [Member]
STOCKHOLDERS' EQUITY (DEFICIT)
Preferred stock, value
TOTAL STOCKHOLDERS' (DEFICIT)
Series C Preferred Stock [Member]
STOCKHOLDERS' EQUITY (DEFICIT)
Preferred stock, value
TOTAL STOCKHOLDERS' (DEFICIT)

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Related Party Transactions (Details Textual) - USD ($)			12 Months Ended
	Mar. 06, 2014	Aug. 20, 2013	Jan. 31, 2015	Jan. 31, 2014
Related Party Transactions (Textual)
Unpaid salaries			$ 136,500	$ 100,000
Cancelllation of common stock shares	150,000
Fixed annual compensation		$ 240,000
Advance fund from CEO			52,354	26,537
Advance repaid to CEO				26,537
Advance amount owed to CEO			52,354	$ 0
Cash bonus			150,000
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
Cancelllation of common stock shares	150,000,000
Cancelllation of common stock Value	$ 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.

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Consolidated Statements of Cash Flows - USD ($)	12 Months Ended
	Jan. 31, 2015	Jan. 31, 2014
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$ (5,787,631)	$ (1,501,936)
Adjustments to reconcile net loss to net cash used in operating activities:
Common stock issued for services	50,000	$ 40,000
Unrealized (gain) loss on securities available for sale	$ 76,050
Impairment of assets		$ 622,000
Amortization of debt discount	$ 149,250
Depreciation expense	14,748
Amortization expense	36,749
Revenues from the receipt of marketable securities for consulting	(105,000)
Convertible note payable due to legal settlement	1,800,000
Changes in operating assets and liabilities:
Accounts receivable	$ (10,862)
Prepaid expenses and other current assets		$ 2,858
Accounts payable and accrued liabilities	$ 215,456	137,241
Due to related party		100,000
Net cash used in operating activities	$ (3,561,240)	$ (599,837)
CASH FLOWS FROM INVESTING ACTIVITIES
Cash paid for purchase of intangible assets	(1,125,000)
Net cash paid for webrunner acquisition	(34,069)
Net cash used in investing activities	(1,159,069)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds (Refund) of subscription payable	(150,000)	$ 150,000
Proceeds for investor payable	699,200	1,378,000
Advances from related party	52,354	$ 26,537
Contribution by CEO	$ 40,000
Repayment of advances from shareholders		$ (26,549)
Proceeds from the sale of Preferred C stock	$ 3,300,000
Net cash provided by financing activities	$ 3,941,554	$ 1,527,988
Effect of exchange rate changes		(351)
INCREASE (DECREASE) IN CASH	$ (778,755)	927,800
CASH, BEGINNING OF PERIOD	1,034,210	106,410
CASH, END OF PERIOD	$ 255,455	$ 1,034,210
SUPPLEMENTAL CASH FLOW INFORMATION:
Interest paid
Income taxes paid
SUPPLEMENTAL DISCLOSURE OF NONCASH OPERATING AND FINANCING ACTIVITIES:
Common stock exchanged for Preferred A	$ 150,000
Debt from RND Media assumed in acquisition	10,000
Preferred shares payable for acquisition	$ 1,000,000
Preferred stock issued for acquisition of assets		$ 622,000
Goodwill from acquisition	$ 1,310,908
Accounts payable assumed from acquisition	4,869
Common shares issued for Preferred B replacement	923,200
Assets assumed from acquisition	617,962
Discount of note payable - BCF	358,200
Options issued for acquisition	$ 879,932

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Income Taxes (Details Textual) - USD ($)	12 Months Ended
	Jan. 31, 2015	Jan. 31, 2014
Income Taxes [Abstract]
Net operating loss carryforwards	$ 6,380,721
Net operating loss carryforwards, expiration date	Jan. 31, 2034
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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Notes payable (Tables)

12 Months Ended

Jan. 31, 2015

Convertible Notes Payable and Notes Payable [Abstract]

Summary of notes payable

	January 31, 2015		January 31, 2014
Note D-1		10,000		-
Dated – January 31, 2015
Total notes payable	$	10,000	$	-

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Subsequent Events (Details) - USD ($)			1 Months Ended			12 Months Ended
	May. 07, 2015	Feb. 03, 2015	Mar. 23, 2015	Feb. 13, 2015	Oct. 31, 2013	Jan. 31, 2015	Mar. 04, 2015
Subsequent Event [Line Items]
Stock issued for services					2,000,000	500,000
Subsequent Event [Member]
Subsequent Event [Line Items]
Converting warrant purchaser shares							2,060,000
Stock issued for services				4,587,156
Number of new stock issued during the period.			9,000,000
Subsequent Event [Member] | Board member [Member]
Subsequent Event [Line Items]
Number of new stock issued during the period.			3,000,000
Subsequent Event [Member] | Equity Purchase agreement [Member]
Subsequent Event [Line Items]
Equity purchase agreement	$ 5,000,000
Subsequent Event [Member] | Consulting Agreement [Member]
Subsequent Event [Line Items]
Services for capital market advisory and financing services		$ 250,000

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Notes payable

12 Months Ended

Jan. 31, 2015

Convertible Notes Payable and Notes Payable [Abstract]

NOTES PAYABLE

NOTE 16 – NOTES PAYABLE

	January 31, 2015		January 31, 2014
Note D-1		10,000		-
Dated – January 31, 2015
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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Going Concern Issues (Details) - USD ($)	12 Months Ended
	Jan. 31, 2015	Jan. 31, 2014
Going Concern Issues (Textual)
Accumulated deficit	$ (7,314,538)	$ (1,526,907)
Net loss	$ (5,787,631)	$ (1,501,936)

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Subsequent Events

12 Months Ended

Jan. 31, 2015

Subsequent Events [Abstract]

SUBSEQUENT EVENTS

NOTE 18 – SUBSEQUENT EVENTS

On March 4, 2015 the Company issued 2,060,000 in converting warrant purchaser shares.

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

On February 3, 2015 the Company entered into a consulting agreement with Stoneridge, Inc. for $250,000 to provide services for capital market advisory and financing services.

On March 23, 2015 the Company issued 9,000,000 shares with 3,000,000 shares going to each board member as compensation for serving on the board.

On April 30, 2015 the Company entered into an asset purchase agreement with Net D Consulting, Inc. of which the Company is currently in default under the terms of the agreement but has received a waiver of time in order to complete the asset purchase.

On May 7, 2015 the Company entered into an Equity Purchase agreement with Tarpon Bay Partners, LLC for $5,000,000 USD.

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Description of Business

12 Months Ended

Jan. 31, 2015

Description of Business and Basis of Presentation [Abstract]

DESCRIPTION OF BUSINESS

NOTE 1 – DESCRIPTION OF BUSINESS

We were incorporated in the state of Nevada on January 6, 2011 and our principal business address is 5300 Melrose Avenue, Suite 42, Los Angeles, CA 90038 telephone number 888-754-6190. We have a January 31 fiscal year end. Gawk is focused on becoming our business customers’ single source for leveraging the increasing power of the cloud, providing essential services that form the foundation for successful migration to, and efficient use of, the cloud. Our cloud computing and Infrastructure as a Service (“IaaS”) solutions are designed to provide our customers with a platform on which additional cloud services can be layered. Complemented by Software as a Service (“SaaS”) solutions such as storage, security and business continuity, our advanced cloud offerings allow our customers to experience the increased efficiencies and agility delivered by the cloud. Gawk's cloud-based services are flexible, scalable and rapidly deployed, reducing our customers’ cost of ownership while increasing their productivity.

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Consolidated Balance Sheets (Parenthetical) - USD ($)	Jan. 31, 2015	Jan. 31, 2014
Web equipment, net of depreciation	$ 14,748
Accumulated amortization of intangible assets	36,749
Convertible note payable net of discount	$ 208,950	$ 0
Common stock, par value	$ 0.001	$ 0.001
Common stock, shares authorized	650,000,000	650,000,000
Common stock, shares issued	161,732,000	302,000,000
Common stock, shares outstanding	161,732,000	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	1,000
Preferred stock, shares outstanding	1,000	1,000
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	7
Preferred stock, shares outstanding	7

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Marketable Securites

12 Months Ended

Jan. 31, 2015

Marketable Securities [Abstract]

MARKETABLE SECURITIES

NOTE 11 – MARKETABLE SECURITIES

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 January 31, 2015 and recorded a loss on change in fair value of the asset of $76,050 Total available security available for sale at January 31, 2015 is $28,950.

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Document and Entity Information - USD ($)

12 Months Ended

Jan. 31, 2015

Jul. 21, 2015

Jul. 02, 2015

Document and Entity Information [Abstract]

Entity Registrant Name

Gawk Inc.

Entity Central Index Key

0001546392

Document Type

10-K

Amendment Flag

true

Amendment Description

The sole purpose of this Amendment to the Registrant’s Annual Report on Form 10-K/A for the period ended January 31, 2015 (the “10-K/A”) is to is to furnish Exhibit 101 to the Form 10-K as required by Rule 405 of Regulation S-T.

No other changes have been made to the 10-K/Amendment No.3 and this amendment has not been updated to reflect events occurring subsequent to the filing of the 10-K/Amendment No. 3.

Current Fiscal Year End Date

--01-31

Document Period End Date

Jan. 31, 2015

Document Fiscal Period Focus

FY

Document Fiscal Year Focus

2015

Entity Well-known Seasoned Issuer

No

Entity Voluntary Filers

No

Entity Current Reporting Status

No

Entity Filer Category

Smaller Reporting Company

Entity Public Float

$ 1,577,428

Entity Common Stock, Shares Outstanding

180,079,156

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Licensing Agreement / Deposit

12 Months Ended

Jan. 31, 2015

Licensing Agreement / Deposit [Abstract]

LICENSING AGREEMENT / DEPOSIT

NOTE 12 – LICENSING AGREEMENT / DEPOSIT

On June 11, 2014 we entered into a license and subscription agreement with Cloud Medical Doctor Software Corporation (NSCT) (“Cloud”) for $1,125,000. The agreement grants to us a non-exclusive encryption license agreement which entitles us to utilize Cloud’s encryption software solution within the Customer’s business. We purchased a 48 months encryption licensing agreement to incorporate into our existing web based software. The licensing agreement will protect members of our platform from hackers and other privacy intrusion vehicles. CipherLoc has various features that will further protect our members and end users of our web developed platform. As of July 20, 2015 the software has not been delivered to the Company, as such the cash paid for the encryption licensing agreement has been accounted as a deposit for $1,125,000.

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Consolidated Statements of Operations and Comprehensive Income (Loss) - USD ($)	12 Months Ended
	Jan. 31, 2015	Jan. 31, 2014
Consolidated Statements of Operations and Comprehensive Income (Loss) [Abstract]
REVENUE	$ 167,806	$ 1,572
OPERATING EXPENSES:
General and administrative	2,042,906	423,950
Research and development	605,142	328,194
Related party payments (Note 7)	401,034	$ 129,364
Depreciation expense	14,748
Amortization expense	36,749
Legal settlement	$ 2,550,000
Impairment of assets		$ 622,000
Total operating expenses	$ 5,650,579	$ 1,503,508
OTHER (INCOME) AND EXPENSES
Interest income	(826)
Interest expense	229,634
Unrealized (gain) loss on marketable securities	76,050
Total other (income) and expenses	304,858
NET LOSS	(5,787,631)	$ (1,501,936)
Comprehensive income (loss):
NET LOSS	(5,787,631)	(1,501,936)
Other comprehensive income (loss)
Foreign currency translation adjustments		(351)
Total comprehensive income (loss)	$ (5,787,631)	$ (1,502,287)
NET LOSS PER COMMON SHARE:
Basic and diluted	$ (0.03)	$ 0.00
Weighted average common shares outstanding, basic and diluted	169,720,932	300,783,562

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Commitments and Contingencies

12 Months Ended

Jan. 31, 2015

Commitments and Contingencies [Abstract]

COMMITMENTS AND CONTINGENCIES

NOTE 6 – COMMITMENTS AND CONTINGENCIES

Rent expense for the years ended January 31, 2015 and 2014 was $19,311 and $360, respectively.

Months of Term or Period	Monthly Rate Per Rentable Square Foot	Monthly Basic Rent (rounded to the nearest dollar)
1 to 12	$2.13	$5,534.00
13 to 24	$2.23	$5,794.00
25 to 36	$2.33	$6,053.00
37 to 48	$2.43	$6,313.00
49 to 60	$2.54	$6,599.00

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Rescinded Asset Acquistions

12 Months Ended

Jan. 31, 2015

Rescinded Asset Acquistions and Business Combination [Abstract]

RESCINDED ASSET ACQUISTIONS

NOTE 5 – RESCINDED ASSET ACQUISITIONS

The following is a detail of software at January 31, 2015 and 2014:

	2015			2014
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.

In connection with the Stock Purchase, the company has continued its focus on the business of online distribution of all digital content.

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”).

In connection with the Stock Purchase, the company has continued its focus on the business of online distribution of all digital content.

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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Major Customers

12 Months Ended

Jan. 31, 2015

Major Customers [Abstract]

MAJOR CUSTOMERS

NOTE 17 – MAJOR CUSTOMERS

Prior to the Company’s acquisition of Webrunners, Inc. and subsequent asset purchase of Net D Consulting, Inc. the Company’s primary source of income came in the form of performing consulting services of which it relied on one major customer, ”Customer 1”, for its source of income. Since the acquisition of Webrunner and the subsequent asset acquisition of Net D the Company has diversified its source of revenue to not have a dependence on any one customer. Webrunners has one customer, “Customer 2”, which at filing date represents 12% of its revenue. No other customers are in excess of 10% of total revenues.

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Equity

12 Months Ended

Jan. 31, 2015

Equity [Abstract]

EQUITY

NOTE 13 – EQUITY

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.

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).

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.

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. During the year ended January 31, 2015, the Company issued 9,232,000 shares of common stock valued at the trading prices of $0.10 for value of $923,200 for conversion from Preferred B. As of October 31, 2014 the Company has accounted for as an investor payable in the amount of $1,154,000.

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 with par value of $150,000 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.

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").

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

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.

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. In exchange, TEKNOVU surrendered 150,000,000 common shares with par value of $150,000 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.

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.

Fiscal Year Ending January 31, 2015 to the date of Filing

In March 2015, the Company issued 9,000,000 shares of common stock for services valued at the trading price of the stock at $36,000 to its board members for services rendered.

Fiscal Year Ended January 31, 2015

During the year ended January 31, 2015, the Company issued 9,232,000 shares of common stock valued at the trading prices of $0.10 for value of $923,200 for conversion from Preferred B and 500,000 shares of common stock valued at the trading price of $0.10 for value of $50,000 for services rendered.

The CEO contributed $40,000 and the Company recorded it as Additional Paid in Capital.

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Proprietary Technology and Intangibles

12 Months Ended

Jan. 31, 2015

Proprietary Technology and Intangibles [Abstract]

PROPRIETARY TECHNOLOGY AND INTANGIBLES

NOTE 9 – PROPRIETARY TECHNOLOGY AND INTANGIBLES

On October 30, 2014 we entered into a business combination agreement with Webrunner, LLC for $2,104,932 which included the purchase of intangible and tangible assets of $440,987. See Note 8 – Business Combination.

The following is a detail of intangible assets at January 31, 2015 and January 31, 2014:

	January 31, 2015			January 31, 2014
Acquisition of Webrunner - Customer list		359,067			-
Acquisition of Webrunner – IP Address		81,920			-
Total intangible assets		440,987			-
Accumulated amortization of intangible assets		(36,749	)		(-	)
Total intangible assets	$	404,238		$	-

There was amortization expense for the fourth quarter of $36,749 as the assets were placed in service by the Company.

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Convertible Notes Payable (Details) - USD ($)	Jan. 31, 2015	Jan. 31, 2014
Short-term Debt [Line Items]
Total notes payable	$ 1,800,000
Less: Discount	(208,950)
Less: current portion of convertible notes payable	$ (1,591,050)
Long-term convertible notes payable
Note C-1 [Member]
Short-term Debt [Line Items]
Total notes payable
Dated - August 22, 2014 [Member]
Short-term Debt [Line Items]
Total notes payable	$ 1,800,000

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Related Party Transactions

12 Months Ended

Jan. 31, 2015

Related Party Transactions [Abstract]

RELATED PARTY TRANSACTIONS

NOTE 7 – 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 with par value of $150,000 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 year ended January 31, 2015 and 2014, the current CEO had unpaid salaries of $136,500 and $100,000, respectively.

During the years ended January 31, 2015 and 2014, the CEO advanced the Company cash of $52,354 and $26,537, respectively. In addition, during the year ended January 31, 2014 the Company repaid the prior CEO $26,537 As of January 31, 2015 and 2014, the amount owed to the prior CEO for advances was $52,354 and $0, respectively.

Related Party Expenses for the years ended January 31, 2015 and 2014:

		January 31, 2015		January 31, 2014
Legal	Personal Expenses of Mars Callahan	$	102,114	$	30,000
Unauthorized withdrawals	Personal Expenses of John Hermansen		193,215		75,364
Unauthorized withdrawals	Personal Expenses of Mars Callahan		105,705		24,000
Related Party Expenses		$	401,034	$	129,364

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

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.

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Business Combination

12 Months Ended

Jan. 31, 2015

Rescinded Asset Acquistions and 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 $2,104,932 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 $879,932 using the Black Scholes option pricing model. In the Black Scholes option model prepared by the company to value the 9,100,000 options issued to Webrunner, Inc, the company used 333 consecutive daily stock price observations from October 11, 2013 through January 30, 2015, to compute a Volatility factor of 268% and a Cumulative Volatility factor of 599.66%. The stock price on the Measurement (Issuance) Date was $0.0978, and the strike price on the options is $0.10. The options have a five (5) year exercise life. Accordingly, the value was computed as $879,932. 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	$	190,931
IP Address		81,920
Customer list		359,067
Equipment		176,975
Goodwill		1,310,908
Fair value of total assets		2,119,801
Note payable RND Media		(10,000	)
AP & accrued liabilities		(4,869	)
Fair value of net assets	$	2,104,932

Webrunner, Inc. assets includes IP Address space assigned to it through American Registry for Internet Numbers (ARIN) which consists of a /19, pronounced “Slash Nineteen”, which contains 8192 IP Addresses that are used in conjunction with our services provided to our customers.

An Internet Protocol address (IP address) is a numerical label assigned to each device (e.g., computer, printer) participating in a computer network that uses the Internet Protocol for communication. An IP address serves two principal functions: host or network interface identification and location addressing.

The designers of the Internet Protocol defined an IP address as a 32-bit number and this system, known as Internet Protocol Version 4 (IPv4), is still in use today. However, because of the growth of the Internet and the predicted depletion of available addresses, a new version of IP (IPv6), using 128 bits for the address, was developed in 1995. IPv6 was standardized as RFC 2460 in 1998, and its deployment has been ongoing since the mid-2000s.

IP addresses are usually written and displayed in human-readable notations, such as 172.16.254.1 (IPv4), and 2001:db8:0:1234:0:567:8:1 (IPv6).

The Internet Assigned Numbers Authority (IANA) manages the IP address space allocations globally and delegates five regional Internet registries (RIRs) to allocate IP address blocks to local Internet registries (Internet service providers) and other entities.

The expected of the Equipment, IP Addresses and Customer List is 3 years of which we will be applying both amortization and depreciation on a quarterly basis in a straight line format.

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.

	Years ended
	2015			2014
REVENUES		342,764			117,879
Net Loss		(5,637561	)		(870,257	)
Net loss per share basic and diluted	$	(0.03	)	$	(0.00	)
Weighted average of shares outstanding		161,732,000			300,373,626

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Property Plant and Equipment

12 Months Ended

Jan. 31, 2015

Property, Plant and Equipment [Abstract]

PROPERTY PLANT AND EQUIPMENT

NOTE 10 – PROPERTY PLANT AND EQUIPMENT

On October 30, 2014 we entered into a business combination agreement with Webrunner, LLC for $2,104,932 which included the purchase of tangible assets of $176,975. See Note 8 – Business Combination.

The following is a detail of tangible assets at January 31, 2015 and January 31, 2014:

Acquisition of Webrunner - Equipment		176,975			-
Total tangible assets		176,975			-
Accumulated depreciation of tangible assets		(14,748	)		(-	)
Total tangible assets	$	162,227		$	-

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Major Customers (Details) - Jan. 31, 2015 - Customer	Total
Major Customers (Textual)
Number of Customers	1
Revenue [Member]
Major Customers (Textual)
Concentration risk, Percentage	12.00%

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Notes payable (Details Textual) - USD ($)	Jan. 31, 2015	Oct. 30, 2014	Jan. 31, 2014
Notes Payable (Textual)
Note payable RND Media	$ 10,000
Note D-1
Notes Payable (Textual)
Note payable RND Media	$ 10,000	$ 10,000

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Convertible Notes Payable (Tables)

12 Months Ended

Jan. 31, 2015

Convertible Notes Payable and Notes Payable [Abstract]

Schedule of convertible notes payable

	January 31, 2015			January 31, 2014
Note C-1		-			-
Dated – August 22, 2014		1,800,000
Total notes payable	$	1,800,000		$	-
Less: Discount		(208,950	)
Less: current portion of convertible notes payable		1,591,050			-
Long-term convertible notes payable	$	-		$	-

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Property Plant and Equipment (Details) - USD ($)	Jan. 31, 2015	Jan. 31, 2014
Property, Plant and Equipment [Line Items]
Total tangible assets	$ 176,975
Accumulated depreciation of tangible assets	(14,748)
Total tangible assets	162,227
Equipment [Member]
Property, Plant and Equipment [Line Items]
Total tangible assets	176,975
Accumulated depreciation of tangible assets	(14,748)
Total tangible assets	$ 162,227

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Convertible Notes Payable

12 Months Ended

Jan. 31, 2015

Convertible Notes Payable and Notes Payable [Abstract]

CONVERTIBLE NOTES PAYABLE

NOTE 15 – CONVERTIBLE NOTES PAYABLE

The Company had the following convertible notes payable outstanding as of January 31, 2015 and January 31, 2014:

	January 31, 2015			January 31, 2014
Note C-1		-			-
Dated – August 22, 2014		1,800,000
Total notes payable	$	1,800,000		$	-
Less: Discount		(208,950	)
Less: current portion of convertible notes payable		1,591,050			-
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 $149,250 for the year ended January 31, 2015.

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Summary of Significant Accounting Policies (Tables)

12 Months Ended

Jan. 31, 2015

Summary of Significant Accounting Policies [Abstract]

Summary of fair value on a recurring basis

	Level 1		Level 2		Level 3		Total
Marketable securities - available for sale		28,950		-		-		28,950
Total assets		28,950		-		-		28,950

Carrying Value at January 31, 2014

	Level 1	Level 2	Level 3	Total
None	-	-	-	-
	-	-	-	-

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Proprietary Technology and Intangibles (Details) - USD ($)	Jan. 31, 2015	Jan. 31, 2014
Finite-Lived Intangible Assets [Line Items]
Total intangible assets	$ 440,987
Accumulated amortization of intangible assets	(36,749)
Total intangible assets	404,238
Customer Lists [Member]
Finite-Lived Intangible Assets [Line Items]
Total intangible assets	359,067
Internet Protocol Address
Finite-Lived Intangible Assets [Line Items]
Total intangible assets	$ 81,920

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Rescinded Asset Acquistions (Details Textual) - USD ($)		1 Months Ended
	Nov. 14, 2013	Dec. 31, 2013	Jan. 31, 2015	Jan. 31, 2014
Rescinded Asset Acquistions Textual [Abstract]
Purchares of warrants				8,000,000
Exercise price of warrants			$ 0.00
Series C Preferred Stock [Member]
Rescinded Asset Acquistions Textual [Abstract]
Preferred stock, shares issued			7
Series C Preferred Stock [Member] | Poker Junkies Production Llc [Member]
Rescinded Asset Acquistions Textual [Abstract]
Convertible preferred stock upon conversion	$ 20,000,000
Preferred stock, shares issued	20
Series C Preferred Stock [Member] | High Profile Distribution Llc [Member]
Rescinded Asset Acquistions Textual [Abstract]
Convertible preferred stock upon conversion		$ 18,000,000
Preferred stock, shares issued		18
Series B Preferred Stock [Member]
Rescinded Asset Acquistions Textual [Abstract]
Purchares of warrants		8,000,000
Preferred stock, shares issued
Series B Preferred Stock [Member] | Poker Junkies Production Llc [Member]
Rescinded Asset Acquistions Textual [Abstract]
Purchares of warrants	8,000,000
Exercise price of warrants	$ 0.00

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Consolidated Statements of Stockholders' Deficit - USD ($)	Total	Common Stock	Additional Paid-in Capital	Accumulated other Comprehensive income	Accumulated Deficit	A Preferred Stock	B Preferred Stock	C Preferred Stock
Beginning balance at Jan. 31, 2013	$ 99,938	$ 300,000	$ (175,000)	$ (91)	$ (24,971)
Beginning balance, shares at Jan. 31, 2013		300,000,000
Preferred C Acquisition	$ 622,038		622,000					$ 38
Common shares issued for Preferred B replacement
Common stock issued for services	$ 40,000	$ 2,000	$ 38,000
Common stock issued for services, shares		2,000,000
Contribution by CEO
Options issued for acquisition
Discount of note payable - BCF
Preferred C rescission	$ (38)							$ (38)
Foreign currency translation	(351)			$ (351)
Net loss	(1,501,936)				$ (1,501,936)
Ending balance at Jan. 31, 2014	(740,349,000)	$ 302,000	$ 485,000	$ (442)	$ (1,526,907)
Ending balance, shares at Jan. 31, 2014		302,000,000
Preferred C Acquisition	$ 3,300,000		3,300,000
Preferred C acquisition, shares								7
Common stock exchanged for Preferred A		$ (150,000)	149,999			$ 1
Common stock exchanged for Preferred A, shares		(150,000,000)				1,000
Common shares issued for Preferred B replacement	$ 923,200	$ 9,232	913,968
Common shares issued for Preferred B replacement, shares		9,232,000
Common stock issued for services	$ 50,000	$ 500	49,500
Common stock issued for services, shares	500,000	500,000
Contribution by CEO	$ 40,000		40,000
Options issued for acquisition	879,932		879,932
Discount of note payable - BCF	358,200		$ 358,200
Net loss	(5,787,631)				$ (5,787,631)
Ending balance at Jan. 31, 2015	$ (976,648)	$ 161,732	$ 6,176,599	$ (442)	$ (7,314,538)
Ending balance, shares at Jan. 31, 2015		161,732,000				1,000		7

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Summary of Significant Accounting Policies

12 Months Ended

Jan. 31, 2015

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.

Principles of Consolidation

The consolidated financial statements include the accounts of the Company and its subsidiaries. All intercompany accounts and transactions have been eliminated. We currently have no investments accounted for using the equity or cost methods of accounting.

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, 2015 and 2014, cash and cash equivalents include cash on hand and cash in the bank. The FDIC insures these deposits up to $250,000.

Goodwill and Other Intangible Assets

We account for goodwill and intangible assets in accordance with ASC 350 "Intangibles-Goodwill and Other" ("ASC 350"). ASC 350 requires that goodwill and other intangibles with indefinite lives be tested for impairment annually or on an interim basis if events or circumstances indicate that the fair value of an asset has decreased below its carrying value. In addition, ASC 350 requires that goodwill be tested for impairment at the reporting unit level (operating segment or one level below an operating segment) on an annual basis and between annual tests when circumstances indicate that the recoverability of the carrying amount of goodwill may be in doubt. Application of the goodwill impairment test requires judgment, including the identification of reporting units; assigning assets and liabilities to reporting units, assigning goodwill to reporting units, and determining the fair value. Significant judgments required to estimate the fair value of reporting units include estimating future cash flows, determining appropriate discount rates and other assumptions. Changes in these estimates and assumptions or the occurrence of one or more confirming events in future periods could cause the actual results or outcomes to materially differ from such estimates and could also affect the determination of fair value and/or goodwill impairment at future reporting dates.

We completed an evaluation of goodwill at January 31, 2015 and determined that there was no impairment. We employed a qualitative evaluation for the 2015 analyses.

We have acquired brands that have been determined to have indefinite lives due to the nature of our business. We evaluate a number of factors to determine whether an indefinite life is appropriate, including the competitive environment, market share, brand history, product life cycles, operating plans and the macroeconomic environment of the countries in which the brands are sold. When certain events or changes in operating conditions occur, an impairment assessment is performed and indefinite-lived brands may be adjusted to a determinable life.

The cost of intangible assets with determinable useful lives is amortized to reflect the pattern of economic benefits consumed, either on a straight-line or accelerated basis over the estimated periods benefited. Patents, technology and other intangibles with contractual terms are generally amortized over their respective legal or contractual lives. Customer relationships, brands and other non-contractual intangible assets with determinable lives are amortized over periods 3 years. When certain events or changes in operating conditions occur, an impairment assessment is performed and lives of intangible assets with determinable lives may be adjusted.

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.

Property, Plant and Equipment

Property, plant and equipment is recorded at cost reduced by accumulated depreciation. Depreciation expense is recognized over the assets’ estimated useful lives using the straight-line method. Machinery and equipment includes office furniture and fixtures (15-year life), computer equipment and capitalized software (3- to 5-year lives) and manufacturing equipment (3- to 20-year lives). Buildings are depreciated over an estimated useful life of 40 years. Estimated useful lives are periodically reviewed and, when appropriate, changes are made prospectively. When certain events or changes in operating conditions occur, asset lives may be adjusted and an impairment assessment may be performed on the recoverability of the carrying amounts.

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. As of January 31, 2015 and 2014, the Company had no valuation allowance for the Company’s accounts receivable.

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 ASC 320, “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 ASC 825, “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.

Revenue Recognition

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

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

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, 2015, 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, 2015 and 2014 were $605,142 and $328,194, 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 9,100,000 options and no warrants issued by the Company during the years ended January 31, 2015 and 2014. 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. There were 9,100,000 options, a convertible note for $1,800,000 secured by 18,000,000 shares of common stock and no warrants issued by the Company during the years ended January 31, 2015 and 2014.

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.

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 January 31, 2015 and January 31, 2014 for assets measured at fair value on a recurring basis:

Carrying Value at January 31, 2015

	Level 1		Level 2		Level 3		Total
Marketable securities - available for sale		28,950		-		-		28,950
Total assets		28,950		-		-		28,950

Carrying Value at January 31, 2014

	Level 1	Level 2	Level 3	Total
None	-	-	-	-
	-	-	-	-

Recent Accounting Pronouncements

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

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Income Taxes (Details 2) - USD ($)	Jan. 31, 2015	Jan. 31, 2014
Income Taxes [Abstract]
Net operating loss carryforward	$ 2,169,445	$ 295,253
Valuation allowance	$ (2,169,445)	$ (295,253)
Deferred income tax asset

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Rescinded Asset Acquistions (Tables)

12 Months Ended

Jan. 31, 2015

Rescinded Asset Acquistions and Business Combination [Abstract]

Summary of Significant Acquisitions

	2015			2014
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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Summary of Significant Accounting Policies (Details Textual) - USD ($)	12 Months Ended
	Jan. 31, 2015	Jan. 31, 2014
Summary of Significant Accounting Policies (Textual)
Research and development cost	$ 605,142	$ 328,194
FDIC insured amount	250,000	$ 250,000
Convertible notes	$ 1,800,000
Amortization period of intangible assets	3 years
Machinery and Equipment [Member]
Summary of Significant Accounting Policies (Textual)
Estimated useful life	15 years
Furniture and Fixtures [Member]
Summary of Significant Accounting Policies (Textual)
Estimated useful life	15 years
Computer Equipment [Member] | Maximum [Member]
Summary of Significant Accounting Policies (Textual)
Estimated useful life	5 years
Computer Equipment [Member] | Minimum [Member]
Summary of Significant Accounting Policies (Textual)
Estimated useful life	3 years
Building [Member]
Summary of Significant Accounting Policies (Textual)
Estimated useful life	40 years
Manufacturing equipment [Member] | Maximum [Member]
Summary of Significant Accounting Policies (Textual)
Estimated useful life	20 years
Manufacturing equipment [Member] | Minimum [Member]
Summary of Significant Accounting Policies (Textual)
Estimated useful life	3 years
Convertible Debt Securities [Member]
Summary of Significant Accounting Policies (Textual)
Antidilutive securities earnings per share	18,000,000
Convertible notes	$ 1,800,000
Warrant [Member]
Summary of Significant Accounting Policies (Textual)
Antidilutive securities earnings per share
Option [Member]
Summary of Significant Accounting Policies (Textual)
Antidilutive securities earnings per share	9,100,000
Option [Member] | Webrunner LLC [Member]
Summary of Significant Accounting Policies (Textual)
Business combination options issued	9,100,000	9,100,000

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Income Taxes

12 Months Ended

Jan. 31, 2015

Income Taxes [Abstract]

INCOME TAXES

NOTE 14 – INCOME TAXES

The provision (benefit) for income taxes from continued operations for the years ended January 31, 2015 and 2014 consist of the following:

	Year Ended January 31,
	2015			2014
Current:
Federal	$	-		$	-
State		-			-
		-			-
Deferred:
Federal	$	2,169,445		$	295,253
State		574,265			78,155
		2,743,710			373,408
Valuation allowance		(2,743,710	)		(373,408	)
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
	2015			2014
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
	2015			2014
Net operating loss carryforward		2,169,445			295,253
Valuation allowance		(2,169,445	)		(295,253	)
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 $6,380,721 available to offset future taxable income through 2034. 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, 2015 and 2014, 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.