UNITED
STATES

SECURITIES
AND EXCHANGE COMMISSION

WASHINGTON,
D.C. 20549



FORM
10-K



☒ 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

☐ 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. ☐ Yes   ☒
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. ☐ Yes   ☒
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☐   
No ☒

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 ☐   
No ☒

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. ☐

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 ☐   
No ☒

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.

Indicate
the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date.
As of July 21, 2015, there were 180,079,156 shares of common stock, par value $0.001, issued and outstanding, 8 C Preferred stock
$0.001 par value, issued and outstanding, and 1,000 A Preferred stock $0.001 par value, issued and outstanding.

Documents
Incorporated by Reference: None


















Gawk,
Incorporated

FORM
10-K ANNUAL REPORT

FOR
THE FISCAL YEAR ENDED JANUARY 31, 2015 and 2014

TABLE
OF CONTENTS



|PART
    I   |  |                                                                                                                  |  |   
|------------ |  | ---------------------------------------------------------------------------------------------------------------- |  | --
|ITEM
    1.  |  | BUSINESS                                                                                                         |  | 4 
|ITEM
    1A. |  | RISK
    FACTORS                                                                                                 |  | 11
|ITEM
    1B. |  | UNRESOLVED
    STAFF COMMENTS                                                                                    |  | 11
|ITEM
    2.  |  | PROPERTIES                                                                                                       |  | 12
|ITEM
    3.  |  | LEGAL
    PROCEEDINGS                                                                                            |  | 12
|ITEM
    4.  |  | REMOVED
    AND RESERVED                                                                                         |  | 12
|             |  |                                                                                                                  |  |   
|PART
    II  |  |                                                                                                                  |  |   
|ITEM
    5.  |  | MARKET
    FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES |  | 12
|ITEM
    6.  |  | SELECTED
    FINANCIAL DATA                                                                                      |  | 15
|ITEM
    7.  |  | MANAGEMENT’S
    DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS                        |  | 15
|ITEM
    7A. |  | QUANTITATIVE
    AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK                                                   |  | 21
|ITEM
    8.  |  | CONSOLIDATED FINANCIAL
STATEMENTS AND SUPPLEMENTARY DATA                                                         |  | 22
|ITEM
    9.  |  | CHANGES
    IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE                         |  | 23
|ITEM
    9A. |  | CONTROLS
    AND PROCEDURES                                                                                      |  | 23
|ITEM
    9B. |  | OTHER
    INFORMATION                                                                                            |  | 25
|             |  |                                                                                                                  |  |   
|PART
    III |  |                                                                                                                  |  |   
|ITEM
    10. |  | DIRECTORS,
    EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE                                                      |  | 26
|ITEM
    11. |  | EXECUTIVE
    COMPENSATION                                                                                       |  | 31
|ITEM
    12. |  | SECURITY
    OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS               |  | 36
|ITEM
    13. |  | CERTAIN
    RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE                                    |  | 39
|ITEM
    14. |  | PRINCIPAL
    ACCOUNTANT FEES AND SERVICES                                                                       |  | 39
|             |  |                                                                                                                  |  |   
|PART
    IV  |  |                                                                                                                  |  |   
|ITEM
    15. |  | EXHIBITS
    AND FINANCIAL STATEMENT SCHEDULES                                                                   |  | 40
|             |  | SIGNATURES                                                                                                       |  | 41



CERTIFICATIONS



|Exhibit
    31 – Management certifications |  | 
|------------------------------------------ |  | 
|                                           |  | 
|Exhibit
    32 – Sarbanes-Oxley Act        |  | 



2







Special
Note Regarding Forward-Looking Statements



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



| | ● | management's
                                         plans, objectives and budgets for its future operations and future economic performance;
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------

| | ● | capital
                                         budget and future capital requirements;
| | - | ----------------------------------------------------------------------------------------

| | ● | meeting
                                         future capital needs;
| | - | ----------------------------------------------------------------------

| | ● | realization
                                         of any deferred tax assets;
| | - | --------------------------------------------------------------------------------

| | ● | the
                                         level of future expenditures;
| | - | --------------------------------------------------------------------------

| | ● | impact
                                         of recent accounting pronouncements;
| | - | ------------------------------------------------------------------------------------

| | ● | the outcome of regulatory and
litigation matters;                                                                                                                                                                                   
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | ● | the assumptions described in
this report underlying such forward-looking statements; and                                                                                                                                            
| | ● | Actual
                                         results and developments may materially differ from those expressed in or implied by
                                         such statements due to a number of factors, including:

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

| | ● | future
                                         service costs;
| | - | --------------------------------------------------------------

| | ● | changes
                                         in our incentive plans;
| | - | ------------------------------------------------------------------------

| | ● | the
                                         markets of our domestic operations;
| | - | --------------------------------------------------------------------------------

| | ● | the
                                         impact of competitive products and pricing;
| | - | ----------------------------------------------------------------------------------------

| | ● | the
                                         political, social and economic climate in which we conduct operations; and
| | - | -----------------------------------------------------------------------------------------------------------------------

| | ● | the
                                         risk factors described in other documents and reports filed with the Securities and Exchange
                                         Commission.
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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



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



3







PART
I



ITEM
1. BUSINESS.



General



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



Our
Company



Gawk,
Inc., either directly or through its various subsidiaries (collectively, “Gawk”, “we”, or “the Company”),
offers a comprehensive suite of cloud communications, cloud connectivity, cloud computing, and managed cloud-based applications
solutions to small, medium and large businesses, and offers domestic and international voice services to communications carriers
worldwide. Our advanced, cloud services platforms enable the integration of leading edge solutions in the cloud, increasing customer
collaboration and productivity by seamlessly connecting employees, partners, customers and vendors.



In
the Business Services segment, Gawk is focused on becoming our business customers’ single source for leveraging the increasing
power of the cloud, providing a robust package of what we believe to be the essential services that form the foundation for their
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.



As
a result of the acquisition of one cloud services business during the past year, Gawk has gone through a significant transformation
and has expanded its business customer base and added a significant number of network facilities and points of presence expanding
its geographic reach. Through this acquisition, we acquired advanced systems and infrastructure, augmented our management team
and employee base with talented, experienced, well-trained professionals, while continuing to provide a strong platform for further
acquisitions.



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



4







Item
1.  Description of Business



Business
Services



Our
Cloud-based services are designed to meet the communications, network and computing requirements of growing businesses, while
maximizing the price-performance ratio. We believe that giving our customers access to the Cloud provides a more cost-effective,
reliable and secure communications and IT experience, and relieves them of the capital and support burdens associated with more
traditional services. Additionally, customers can reduce costs while adding features and functionality and improving productivity
across the enterprise. Gawk is increasingly focused on providing specialized, market-based solutions to important verticals and
larger enterprises, matching our advanced solutions to key industry-specific customer requirements.



We
offer a suite of advanced data center and cloud-based services, including fault tolerant, high availability cloud servers, which
encompasses PaaS (platform as a service), IaaS (infrastructure as a service) and a worldwide CDN (content delivery network). In-building
connectivity provides diverse and redundant access to the cloud for our Irvine location customers. The Company’s managed
network services converge voice and data applications, structured cabling, wireless, security services, and includes Internet
access via Ethernet or Fiber at speeds ranging from 10 Mbps to 10 Gbps. Our data center solutions include cloud services, colocation
services, and business continuity services such as storage, and security.



Gawk’s
services are designed to provide significant benefits to businesses of all sizes, with single or multiple locations. The integration
of cloud solutions on our advanced services platform allows customers to seamlessly connect people with the information they need
to collaborate effectively, regardless of the device they use.



Our
cloud solutions are also designed to minimize upfront capital costs, increase the scalability and flexibility of the customer’s
communications network and service environment, provide robust features and functionality to increase productivity, and reduce
the overall cost of communications.



Our
cloud platform allows us to quickly respond to customer requirements for new or enhanced products and services as well as provide
for maximum flexibility and cost containment for our clients. Gawk’s growing suite of business services includes.



Unified
Communications



The
Gawk Unified Communications platform compliments our Cloud and Data Center solutions with integrated service features that seamlessly
combine, voice, PBX, SIP trunks, wireless, messaging, and targeted automated dialing solutions. Our integrated suite of services
are device and location agnostic, allowing clients of all sizes to increase productivity, lower costs by simplifying communications
over the most preferred or available device.



5







Cloud
Computing



Gawk’s
Cloud Computing service centralizes information management, hardware, network and infrastructure in an off-premise location, hosted
and managed by Gawk. Offered as private, hybrid or community solutions, Gawk’s secure offerings drive efficiencies in both
costs and resources allowing for rapid scalability and deployment of applications. These offerings provide a predictable, utility-based
OpEx model, which eliminates significant capital expenditures, removes obsolescence concerns and future-proofs customer investments.



Cloud-Based
Storage



Gawk
offers a solution that addresses the explosive growth of data across all industries with a cost-effective and secure storage solution
hosted in the cloud. This scalable, fully redundant solution is hosted off-premise, reduces customer data center footprints and
resource requirements, and facilitates additional SaaS solutions that can be accommodated on the same cloud platform. Gawk delivers
a storage and data back-up assessment service as part of its storage offering, measuring growth and duplication benchmarked against
best practices. The solution consolidates requirements across the enterprise, increases efficiency and achieves economies of scale
designed to reduce overall customer costs.



Service
Plans



Gawk’s
business communications services generally offer several different service packages designed to meet specific customer needs and
requirements. Base level plans offer a basic service package for a low monthly recurring charge. Additional charges, such as SIP,
PBX, wireless, security or network consulting are charges on an individual case basis. Optional value-added features for basic
services are available for an incremental monthly charge appropriate for the service. Cloud connectivity services such as In Building
Internet access services and/or private line services are charged on a fixed monthly basis, and are generally based on the bandwidth
utilized and the endpoints involved. Cloud computing services are based on a utility pricing model, and charges for managed cloud
solutions are generally composed of an upfront charge and a monthly recurring charge. Gawk’s business customer contracts
range from one to five years.



Network



Gawk
operates a robust and reliable carrier-grade network and infrastructure that delivers high quality, diverse and secure connections
to our Cloud services. Our Managed Network Services, Internet Access, Ethernet, Fiber and Cloud based solutions can be provided
either on-net leveraging our own extensive network, or off-net using the networks of our carrier partners, for truly diverse and
redundant connections.



Our
Data Center and Business Services network operations centers are highly automated and monitored 24 hours per day, 7 days per week.
Our centers employ state-of-the-art monitoring and alert systems that are designed to ensure quality of service and a proactive
response to potential customer service issues.



6







The
Gawk network is characterized by its low cost of deployment and low recurring costs. It has been constructed to meet actual, rather
than speculative, customer demand with on-net and off-net connections to provide ubiquitous access, delivering maximum cost efficiency
without sacrificing quality. Our robust network is designed as a fully meshed OSPF (Open
Shortest Path First) running BGP with multiple peers. OSPF automatically detects changes in the topology, such as link failures,
and selects a new routing structure within seconds.



Gawk’s
centralized network elements are housed in carrier-grade facilities located in secure carrier buildings that house many other
carriers and are interconnected to other major carrier buildings. These locations allow for cost-effective and rapid interconnection
and capacity expansion to carrier customers, as well as major enterprise customers. Gawk believes its selected locations and equipment
choices provide the platform required to support its envisioned growth and will allow it to quickly embrace emerging technologies
as they become commercially available and viable.



Cloud
Services Platform



Our
custom Cloud services platform was designed and developed by our own team of experienced technicians with many years using advanced,
yet proven technology. This platform is scalable, flexible and secure, delivering an integrated portfolio of Cloud-based communications
services that enable businesses of every size to increase productivity and efficiency while controlling costs. Information management,
hardware, network and infrastructure are centralized off-premise, hosted and managed by us, allowing customers to rapidly adjust
to fluctuating and unpredictable service demands, drive efficiencies in staff and space, and eliminate the need for costly technology
upgrades. The architecture of our platform has been designed to allow for the seamless integration of additional Cloud-based applications,
whether or not developed by Gawk. Gawk’s custom platform allows faster, easier, more cost-effective introduction of new,
business-critical applications, delivering a unique feature set engineered to quickly respond to customer demands and market requirements.
We differentiate ourselves from our competitors by combining our robust carrier-grade network services to enable secure connections
to the Cloud, delivering true diversity and a fully integrated solution for maximum efficiency and cost savings.



Our
custom platform has been engineered using advanced technologies, best of breed equipment and provides for redundancy, fault tolerance
and future geographical diversity. The platform has been designed for scalability as well as resiliency, and can be easily expanded
to accommodate any required number of connections and customers. Platform solutions are location and device neutral, serving multiple
as well as single locations nationwide, connecting users to customers and other employees on desktops, laptops, handsets, tablets
and mobile phones, wherever they may be. The platform is currently deployed in our Irvine data center; the platform has a fully
functional, redundant system whose services can be replicated at additional locations in a cost effective and timely manner. Thus,
should one of the data centers be hit with a catastrophic event, customers should experience no interruption of service. The result
is to ensure a proven, reliable and consistent uptime, which is crucial for delivering mission critical solutions.



7







Sales
and Marketing



We
market and sell our business services to small, medium and large customers through distribution partners, direct sales personnel
and inside sales representatives. Our independent distribution partners are typically paid commissions based on their sales and,
thereafter, the continued use of our services by the customers sold by them. Our sales employees, including direct sales and inside
sales, are typically compensated through a combination of base salary and commissions based on their actual sales performance.



Our
distribution partners generally target smaller- to medium- size businesses, while our direct sales force focuses on the larger
enterprise customers in our targeted verticals. We believe that our Cloud platform, infrastructure, systems and connectivity provide
a strong competitive advantage in serving these larger enterprise customers, creating real value with specialized solutions that
meet their more complex and rigorous requirements. Referrals, strategic relationships and the strength of our corporate relationships
are also a key part of our overall sales and marketing plan. We believe that the substantial experience and relationships of our
executives and directors will assist us in organically growing our business through the addition of new customers.



Strategy



Our
recent acquisitions and improved financial performance are important milestones in our strategic roadmap as we work to become
the industry’s leading and most successful cloud services provider. Our plans for growth are supported by an experienced
and tested management team and dedicated staff, our advanced cloud services platforms, and leading edge systems and infrastructure.
We believe we are well positioned to continue to execute on our strategy to organically grow our revenue from the Business Services
segment, develop vertically oriented solutions and acquire additional cloud services companies.



Gawk
intends to grow organically through direct as well as indirect channel sales efforts; by securing large strategic distribution
partners to extend our geographic and vertical market reach; through the up-sale and cross-sale of services to our existing customer
base; and by leveraging management, Board and shareholder relationships to help penetrate larger enterprises.



We
intend to increasingly focus our sales and marketing efforts on developing vertically oriented solutions for targeted markets
that require the kind of specialized solutions made possible by our state-of-the-art network and advanced services platforms.
Our vertically oriented solutions offer a substantial opportunity to gain market share.



Gawk
intends to build on the success of its WebRunners transactions through additional acquisitions of cloud services companies. We
believe that the experience gained in integrating people, products, systems, platforms and customers positions us well to advance
our growth. We will continue to look to acquire companies that can expand our customer base and distribution capability, add additional
cloud-based products and services and help us increase the scale of our operations.



8







Competition



Each
of Gawk’s business segments are highly competitive, rapidly evolving, and subject to constant technological change. In each
of our business segments, we compete with companies that are significantly larger and have substantially greater market presence,
financial, technical, operational and marketing resources than we do. In the event that such a competitor expends significant
sales and marketing resources in one or several markets where we compete with them, we may not be able to compete successfully
in those markets. Specialized cloud services providers, who focus on one or more cloud service or application, could adopt aggressive
pricing and promotion practices that could impact our ability to compete. We also believe that competition will continue to increase,
placing downward pressure on prices. Such pressure could adversely affect our gross margins if we are not able to reduce our costs
commensurate with the price reductions of our competitors. Further, the pace of technological change makes it impossible for us
to predict whether we will face new competitors using different technologies to provide the same or similar services offered or
proposed to be offered by us. If our competitors were to provide better and more cost effective services than ours, we may not
be able to increase our revenues or capture any significant market share.



Employees



As
of January 31, 2015, we had 8 full time employees. None of our employees are represented by a labor union or collective bargaining
agreement. We consider our employee relations to be good, and, to date, we have not experienced a work stoppage.



Available
Information



Our
principal executive offices are located at 5300 Melrose Avenue, Suite 42, Los Angeles, California 90038. The telephone number
at our executive offices is 888-754-6190 and our main corporate website is www.Gawkinc.com. The information on the Company’s
website is neither a part of, nor incorporated by reference into, this report.



We
make available our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and amendments to
those reports filed or furnished pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934, as amended,
free of charge on our website,www.Gawkinc.com as soon as reasonably practicable after they are electronically filed with
or furnished to the Securities and Exchange Commission or SEC. Additionally, copies of materials filed by us with the SEC may
be accessed at the SEC’s Public Reference Room at 100 F Street, N.E., Washington, DC 20549, between the hours of 10:00 am
to 3:00 pm, or at the SEC’s web site www.sec.gov. For information about the SEC’s Public Reference Room, please
call 1-800-SEC-0339.



9







The
Market and Industry



Through
Gawk’s recent acquisition of WebRunners we have focused our efforts within the technology sector specializing in high-demand,
high-availability hosting solutions and professional IT services. Since inception businesses all over the world have trusted WebRunners
to deliver their data. Gawk provides enterprise-level hosting services to businesses of any size through our carefully-planned
architecture and commitment to providing excellent support. Products offered include PaaS (platform as a service), IaaS (infrastructure
as service), colocation space, dedicated servers, cloud services, shared hosting, email, spam filtering and network consulting
services. Additional infrastructure services at our Irvine location include in-building bandwidth services; in-building structured
cabling and managed network services. At various customer sites across Southern California Gawk provides private cloud services,
security services and managed network services.



Our
cloud-based services are designed to meet the communications, network and computing requirements of growing businesses, while
maximizing the price-performance ratio. Our experience has demonstrated that giving our customers access to the cloud provides
a more cost-effective, reliable and secure IT experience; relieves them of the capital and support burdens associated with traditional
services. Additionally, customers can reduce costs while adding features, functionality and improving productivity across the
enterprise.



“Amazon
Web Services’ (AWS) continues to hold the lead in market share for cloud infrastructure services despite competition from
Microsoft, according to latest figures from Synergy Research. The research, which examines infrastructure as a service (IaaS),
platform as a service (PaaS), private and hybrid cloud, sees AWS’ overall share at 28%, compared to Microsoft’s 10%,
IBM at 7%, Google at 5%, Salesforce 4%, and Rackspace 3%. Year on year growth saw Microsoft (96%) and Google (88%) the biggest
climbers, with Amazon (51%) and IBM (48%) holding steady.



Synergy
estimates quarterly cloud infrastructure service revenues are now approaching the $5 billion (£3.32bn) mark. Total revenues
for 2014 grew by almost half from the previous year.



AWS
and Microsoft’s uptime figures were recently put under scrutiny by Cloud Endure. Microsoft Azure saw 28 full service interruptions
in Q2 last year, compared to 16 in Q3 and none in Q4. The vast majority of the 259 service errors in the first quarter of 2014
were advisory. In comparison, AWS in 2014 saw 46 service errors in EC2, 24 in scalable DNS provider Route 53, and 20 in network
monitoring service CloudWatch.



In
December last year, AWS dramatically cut its rates for several types of data transfers, as well as changing how it priced reserved
EC2 instances.



Comparative
figures from Synergy in previous quarters have shown Microsoft strive to claim second position in the cloud infrastructure market,
with AWS way out in front. Many actual or perceived barriers to cloud adoption have now been removed, and the worldwide market
is on a strong growth trajectory.” Source: By James Bourne 03 February 2015, Cloudtech, www. cloudcomputing-news.net



AWS
continues to be the provider of choice for the large enterprise customer however; the cost to scale AWS instances can be prohibitively
expensive even in the wake of recent price cuts. Price sensitive customers and knowledgeable IT professions find that the cost
to grow infrastructure and the ability to migrate to another platform from AWS is a major concern. The Cloud services we offer
are flexible, secure, and highly portable while simultaneously price completive in the market place.



10









Our
latest Cloud offering frees us from proprietary third party hardware and the associated cost constraints to our growth. We continue
to enjoy our long standing relationships with companies like cPanel, Microsoft, Spam Experts and the Irvine Company. We welcome
recent relationships with OnApp, WHMCS and Level3 .



REGULATIONS



There
are no regulatory requirements for this internet medium other than as follows:



Release
Management Supplement, v1.0, Published June 28, 2013



This
CMS Technical Reference Architecture – Release Management Supplement, Version 1.0 complements the CMS TRA by providing rules
and engineering guidance for developing, testing, and hosting CMS distributed systems and business applications within the agency’s
data center Development, Test, Implementation, and Production Processing environments.



This
supplement provides the rules governing the support and use of CMS data center environments for the conduct of pre-approved, scheduled
Development, Validation Testing, and Implementation Testing of distributed CMS systems, infrastructure, and business applications.



The
CMS Chief Technology Officer authorizes and approves the publication of the Release Management Supplement and its contents. This
supplement augments and aligns with the CMS TRA Foundation 3.0, and CMS will update it on an as-needed basis.



WHERE
YOU CAN FIND MORE INFORMATION



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



ITEM
1A. RISK FACTORS



This
information is not required for small reporting companies.



ITEM
1B. UNRESOLVED STAFF COMMENTS



This
Item is not applicable.



11







ITEM
2. PROPERTIES



Starting
in September 2013, the Company rents office space at 5300 Melrose Avenue, Suite 42, Los Angeles, CA 90038. The Company pays $100
per month in rent on a month to month basis. With our acquisition of WebRunners, Inc. starting in November 2014 the company rents
space at 300 Spectrum center drive, Suite 140, Irvine, CA 92618. The company pays $5,940 per month in rent and has a lease ending
2018 with an option to renew for an additional 5 years.



ITEM
3. LEGAL PROCEEDINGS



We
are currently not involved in any litigation that we believe could have a material adverse effect on our financial condition or
results of operations.



ITEM
4. REMOVED AND RESERVED



PART
II



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



Gawk’s
common stock is traded in the over-the-counter market, and quoted in the National Association of Securities Dealers Inter-dealer
Quotation System (“Electronic Bulletin Board) and can be accessed on the Internet at OTCmarkets.com under the symbol “GAWK.”
There are 297 holders of certificates and 161,732,000 are outstanding as of July 1, 2015. There are no shares held by Depository
Trust Company.



At
January 31, 2015, there were 159,880,000 shares of common stock of Gawk outstanding and there were in excess of 297 shareholders
of record of the Company’s common stock.



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



|Periods                                  |  | High |        |  | Low |  
|---------------------------------------- |  | ---- | ------ |  | --- | -
|Fiscal Year 2015                         |  |      |        |  |     |  
|First Quarter (February – April 2014)    |  | $    | 8.65   |  |     | $
|Second Quarter (May – July 2014)         |  | $    | 0.215  |  |     | $
|Third Quarter (August - October 2014)    |  | $    | 0.1299 |  |     | $
|Fourth Quarter (November – January 2015) |  | $    | 0.145  |  |     | $
|                                         |  |      |        |  |     |  
|Fiscal Year 2014                         |  |      |        |  |     |  
|First Quarter (February – April 2013)    |  | $    | 0.0    |  |     | $
|Second Quarter (May – July 2013)         |  | $    | 0.0    |  |     | $
|Third Quarter (August - October 2013)    |  | $    | 0.0    |  |     | $
|Fourth Quarter (November – January 2014) |  | $    | 0.04   |  |     | $



On July
1, 2015, the closing bid price of our common stock was $0.0201.



12







Dividends



We
may never pay any dividends to our shareholders. We did not declare any dividends for the year ended January 31, 2015. Our Board
of Directors does not intend to distribute dividends in the near future. The declaration, payment and amount of any future dividends
will be made at the discretion of the Board of Directors, and will depend upon, among other things, the results of our operations,
cash flows and financial condition, operating and capital requirements, and other factors as the Board of Directors considers
relevant. There is no assurance that future dividends will be paid, and if dividends are paid, there is no assurance with respect
to the amount of any such dividend.



Transfer
Agent



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



Recent
sales of Unregistered Securities



Fiscal
Year Ending January 31, 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



Fiscal
Year Ended January 31, 2015



During
the year ended January 31, 2015, the Company issued 9,732,000 shares of common stock valued at the trading prices of $0.10 for
value of $973,200 for services rendered.



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



Common
Stock



On
November 14, 2013, the Company amended its articles of incorporation to increase the authorized shares to 650,000,000 shares,
at $0.01 par value. There were 161,732,000 shares issued and outstanding as of January 31, 2015. The holders of our common stock
are entitled to receive such dividends, if any, as may be declared by our board of directors from time to time out of legally
available funds. The dividend rights of our common stock are junior to any preferential dividend rights of any outstanding shares
of preferred stock. The holders of our common stock also are entitled to receive distributions upon our liquidation, dissolution
or winding up of our assets that are legally available for distribution, after payment of all debt and other liabilities and distribution
in full of preferential amounts, if any, to be distributed to holders of our preferred stock.



13







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



Preferred
Stock



Series
A Preferred Stock



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



Series
B Convertible Preferred Stock



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



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



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



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.



14







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



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



Warrants
and Options



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



ITEM
6. SELECTED FINANCIAL DATA



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



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



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



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



Overview



We
were incorporated in the state of Nevada on January 6, 2011 and our principal business address 5300 Melrose Avenue, Suite 42,
Las Angeles, CA 90038. In connection with the Stock Purchase, the company has changed its focus to engage in the business of cloud
communications, cloud connectivity, cloud computing, and managed cloud-based applications solutions to small, medium and large
businesses. Our advanced, cloud services platforms enable the integration of leading edge solutions in the cloud, increasing customer
collaboration and productivity by seamlessly connecting employees, partners, customers and vendors.



15







As
a result of the acquisition of one cloud services business during the past year, Gawk has gone through a significant transformation
and has expanded its business customer base and added a significant number of network facilities and points of presence expanding
its geographic reach. Through this acquisition, we acquired advanced systems and infrastructure, augmented our management team
and employee base with talented, experienced, well-trained professionals, while continuing to provide a strong platform for further
acquisitions.



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



The
Future of Gawk



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



Fiscal
Year Ended January 31, 2015, Compared to Fiscal Year Ended January 31, 2014



RESULTS
OF OPERATIONS



Revenue
increased to $167,806 from $1,572 for the years ended January 31, 2015 and 2014, respectively. We changed management and expanded
the focus beyond streaming media to also include the business of cloud communications, cloud connectivity,
cloud computing, and managed cloud-based applications solutions to small, medium and large businesses.



16







General
and administrative expenses increased to $2,042,906 from $423,950 for the years ended January 31, 2015 and 2014, respectively.
The increase in general and administrative expenses are primarily related to the salaries of management of $310,000, consulting
expenses of $475,194, marketing expenses of $467,158, publicity and advertising of $314,217, legal expenses of $89,550, accounting
expenses of $71,914, travel expenses of $70,927, professional fees of $51,673, computers and internet expenses of $32,169 and
other expenses of $160,103.



Research
and development costs increased to $605,142 from $328,194 for the years ended January 31, 2015 and 2014, respectively. Our research
and development increase is related to updates to our software and development of our software platform.



Related
party transactions increased to $401,035 from $129,364 for the years ended January 31, 2015 and 2014, respectively. Our related
party transactions increased because of unauthorized withdraws of funds that prior managed disbursed to them as follows:



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



|                         |  |                                     |  | January 31, 2015 |         |  | January 31, 2014 |  
|------------------------ |  | ----------------------------------- |  | ---------------- | ------- |  | ---------------- | -
|Legal                    |  | Personal Expenses of Mars Callahan  |  | $                | 102,115 |  |                  | $
|Unauthorized withdrawals |  | Personal Expenses of John Hermansen |  |                  | 193,215 |  |                  |  
|Unauthorized withdrawals |  | Personal Expenses of Mars Callahan  |  |                  | 105,705 |  |                  |  
|Related Party Expenses   |  |                                     |  | $                | 401,035 |  |                  | $



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



Impairment
of assets increased to $0.00 from $622,000 for the years ended January 31, 2015 and 2014, respectively. Our impairment decrease
from the impairment of two acquisitions that was impaired because the parties never delivered the content to us in accordance
with our agreement (See Note 5 - Rescinded Asset Acquisition).



Interest
expense increased to $229,634 from $0.00 for the years ended January 31, 2015 and 2014, respectively. Our interest expenses increase
due to the legal settlement with Doyle Knudson.



Unrealized
gain (loss) increased to $76,050 from $0.00 for the years ended January 31, 2015 and 2014 respectively. Our unrealized gain (loss)
increased due to a decline in share price of our marketable securities as of January 31, 2015 of which the Company still holds
those securities and the current market value as of July 17, 2015 is $163,500 versus the booked value of $28,950.



17







Depreciation
expense increased to $14,748 from $0.00 for the years ended January 31, 2015 and 2014, respectively. Our depreciation expenses
increase due to the business combination of Webrunner whereas the assets were placed in service and depreciate over a three (3)
year period starting November 1, 2014.



Amortization
expense increased to $36,749 from $0.00 for the years ended January 31, 2015 and 2014, respectively. Our amortization expenses
increase due to the business combination of Webrunner whereas the certain intangible assets were placed in service and amortized
over a three (3) year period starting November 1, 2014.



Legal
settlement expense increased to $2,550,000 from $0.00 for the years ended January 31, 2015 and 2014, respectively. Our legal settlement
increased from the cost of legal expenses related to the settlement with Doyle Knudson.



Liquidity
and Capital Resources



We expect
to incur substantial expenses and generate significant operating losses as we continue to grow our operations, as well as incur
expenses related to operating as a public company and compliance with regulatory requirements.



The
independent auditor’s report on our financial statements contains explanatory language that substantial doubt exists about
our ability to continue as a going concern. We have an accumulated deficit at January 31, 2015 of $7,314,538 and need additional
cash flows to maintain our operations. We depend on the continued need to raise financing to finance our operations and need to
obtain additional funding sources to explore potential strategic relationships and to provide capital and other resources for
the further development and marketing of our products and business. We expect our cash needs for the next 12 months to be $750,000
to fund our operations. The ability of the Company to continue its operations is dependent on the successful execution of management’s
plans, which include expectations of raiding debt or equity based capital until such time that funds from operations are sufficient
to fund working capital requirements. The Company may need to incur additional liabilities with related parties to sustain the
Company’s existence. There is no assurance that such funding, if required will be available to us or, if available, will
be available upon terms favorable to us.



Cash
flows from operations.Our cash (used in) operating activities were ($3,561,240) and ($599,837) for the years ended January
31, 2015 and 2014, respectively. The increase in cash flows provided by operations was primarily attributable to the changes in
operating assets and liabilities, the increase in related unauthorized payments and assets from the failure of Mr. Callahan and
Mr. Hermansen to deliver the content in accordance with the agreements with Poker Junkies and High Profile Distributions in the
year ended January 31, 2014.



18







Cash
flows from investing activities.Cash (used in) investing activities were ($1,159,069) and $0.00 for the years ended January
31, 2015 and 2014, respectively. On June 11, 2014 we entered into a license and subscription agreement
with Cipherloc Corp. (CLOK) formerly 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 21, 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. Net cash paid for the acquisition of Webrunners, Inc. was $34,069.



Cash
flows from financing activities.Cash provided by financing activities were $3,941,554 and $1,527,988 for the years ended
January 31, 2015 and 2014, respectively. We received cash from Doyle Knudson of $3,300,000, received advances from our CEO of
$40,000, and proceeds of $699,200 and $1,378,000 from investors for year ended January 31, 2015 and 2014, respectively and proceeds
of ($150,000) and $150,000 from subscription payable for year ended January 31, 2015 and 2014, respectively.



The
Company has an accumulated deficit at January 31, 2015 of $7,314,538 and needs additional cash to maintain its operations.



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



Critical
Accounting Policies



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.



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.



19







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).



20







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 year ended January 31, 2015. The 9,100,000 options were issued in accordance with the business combination
of Webrunner, LLC, and See Note 8 – Business Combination.



Basic
and Diluted Net Loss per Common Share



Basic
income (loss) per share is computed by dividing net income (loss) available to common shareholders by the weighted average number
of common shares outstanding during the reporting period. The weighted average number of shares is calculated by taking the number
of shares outstanding and weighting them by the amount of time that they were outstanding. Diluted earnings per share reflects
the potential dilution that could occur if stock options, warrants, and other commitments to issue common stock were exercised
or equity awards vest resulting in the issuance of common stock that could share in the earnings of the Company. As of January
31, 2015 and 2014, the Company had no potentially dilutive instruments outstanding.



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



ITEM
7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK



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



21







ITEM 8. FINANCIAL
STATEMENTS



GAWK,
INC.



TABLE OF CONTENTS



|                                                                                  |  | Page      
|--------------------------------------------------------------------------------- |  | ----------
|                                                                                  |  |           
|REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM                           |  | F-1       
|                                                                                  |  |           
|FINANCIAL STATEMENTS:                                                             |  |           
|Balance Sheets at January 31, 2015 and 2014                                       |  | F-2       
|                                                                                  |  |           
|Statements of Operations for the
years ended January 31, 2015 and 2014            |  | F-3       
|                                                                                  |  |           
|Statements of Stockholders’
Deficit for the years ended January 31, 2015 and 2014 |  | F-4       
|                                                                                  |  |           
|Statements of Cash Flows for the
years ended January 31, 2015 and 2014            |  | F-5       
|                                                                                  |  |           
|NOTES TO FINANCIAL STATEMENTS                                                     |  | F-6 - F-25





22







REPORT OF INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM



To the Board of Directors of
Gawk, Inc.
Los Angeles, California



We have audited the accompanying consolidated
balance sheets of Gawk, Inc. and its subsidiaries (collectively, the “Company”) as of January 31, 2015 and 2014, and
the related consolidated statements of operations and other comprehensive income(loss), stockholders’ equity, and cash flows
for the years then ended. Gawk, Inc.’s management is responsible for these financial statements. Our responsibility is to
express an opinion on these financial statements based on our audits.



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



In our opinion, the consolidated financial
statements referred to above present fairly, in all material respects, the financial position of Gawk, Inc. and its subsidiaries
as of January 31, 2015 and 2014, and the results of their operations and their cash flows for the years then ended in conformity
with accounting principles generally accepted in the United States of America.



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



/s/ Malone Bailey LLP



Malone Bailey LLP



www.malonebailey.com
Houston, Texas
July 22, 2015





F-1







GAWK INCORPORATED

CONSOLIDATED
BALANCE SHEETS





|                                                                             |  | January 31, |           
|---------------------------------------------------------------------------- |  | ----------- | ----------
|                                                                             |  | 2015        |           
|                                                                             |  |             |           
|ASSETS:                                                                      |  |             |           
|CURRENT ASSETS                                                               |  |             |           
|Cash                                                                         |  | $           | 255,455   
|Securities - available for sale                                              |  |             | 28,950    
|Accounts receivable                                                          |  |             | 10,862    
|Deposit – Cipherloc                                                          |  |             | 1,125,000 
|Total current assets                                                         |  |             | 1,420,267 
|                                                                             |  |             |           
|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 
|                                                                             |  |             |           
|LIABILITIES AND STOCKHOLDERS' (DEFICIT)                                      |  |             |           
|                                                                             |  |             |           
|CURRENT LIABILITIES:                                                         |  |             |           
|Accounts payable and accrued liabilities                                     |  | $           | 330,384   
|Note payable RND Media                                                       |  |             | 10,000    
|Convertible note payable net of discount $208,950 and $0                     |  |             | 1,591,050 
|Subscription payable                                                         |  |             | -         
|Investor payable - common shares                                             |  |             | 1,154,000 
|Preferred shares payable for acquisition                                     |  |             | 1,000,000 
|Due to related party                                                         |  |             | 188,854   
|TOTAL LIABILITIES                                                            |  |             | 4,274,288 
|                                                                             |  |             |           
|CONTINGENCIES AND COMMITMENTS                                                |  |             | -         
|                                                                             |  |             |           
|STOCKHOLDERS' EQUITY (DEFICIT)                                               |  |             |           
|A Preferred stock, $0.001 par value, 1,000 shares authorized;                |  |             |           
|1,000 issued and outstanding                                                 |  |             | 1.00      
|B Preferred stock, $0.001 par value, 50,000,000 shares authorized;           |  |             |           
|none  issued and outstanding                                                 |  |             | -         
|C Preferred stock, $0.001 par value, 100 shares authorized;                  |  |             |           
|7 and none  issued and outstanding                                           |  |             | -         
|Common stock, $0.001 par value, 650,000,000 shares authorized;               |  |             |           
|161,732,000  and 302,000,000 issued and outstanding                          |  |             | 161,732   
|Additional paid-in capital                                                   |  |             | 6,176,599 
|Accumulated other comprehensive income (loss)                                |  |             | (442      
|Accumulated deficit                                                          |  |             | (7,314,538
|TOTAL STOCKHOLDERS' (DEFICIT)                                                |  |             | (976,648  
|                                                                             |  |             |           
|TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                   |  | $           | 3,297,640 



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



F-2









GAWK INCORPORATED

CONSOLIDATED
STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)





|                                                                  |  | For the Years Ended |            
|----------------------------------------------------------------- |  | ------------------- | -----------
|                                                                  |  | January 31,         |            
|                                                                  |  | 2015                |            
|                                                                  |  |                     |            
|REVENUE                                                           |  | $                   | 167,806    
|                                                                  |  |                     |            
|OPERATING EXPENSES:                                               |  |                     |            
|General and administrative                                        |  |                     | 2,042,906  
|Research and development                                          |  |                     | 605,142    
|Related party payments (Note 7)                                   |  |                     | 401,034    
|Depreciation expense                                              |  |                     | 14,748     
|Amortization expense                                              |  |                     | 36,749     
|Legal settlement                                                  |  |                     | 2,550,000  
|Impairment of assets                                              |  |                     | -          
|Total operating expenses                                          |  |                     | 5,650,579  
|                                                                  |  |                     |            
|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 
|                                                                  |  |                     |            
|Comprehensive income (loss):                                      |  |                     |            
|NET LOSS                                                          |  | $                   | (5,787,631 
|Other comprehensive income (loss)                                 |  |                     |            
|Foreign currency translation
    adjustments                      |  |                     | -          
|Total comprehensive income (loss)                                 |  | $                   | (5,787,631 
|                                                                  |  |                     |            
|NET LOSS PER COMMON SHARE:                                        |  |                     |            
|Basic and diluted                                                 |  | $                   | (0.03      
|Weighted average common
    shares outstanding, basic and diluted |  |                     | 169,720,932





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



F-3







GAWK
INCORPORATED

CONSOLIDATED
STATEMENTS OF STOCKHOLDERS' DEFICIT

FOR
THE YEARS ENDED JANUARY 31, 2015, AND 2014



|                                                     |  | A
    Preferred Stock |       |  | B
    Preferred Stock |   |   | C
    Preferred Stock |  |  | Common
    Stock |  |  | AdditionalPaid-in |   |  | Accumulated
otherComprehensive |  |   | Accumulated |  |   |        |  
|---------------------------------------------------- |  | --------------------- | ----- |  | --------------------- | - | - | --------------------- |  |  | ---------------- |  |  | ----------------- | - |  | ------------------------------ |  | - | ----------- |  | - | ------ | -
|                                                     |  | Shares                |       |  | Amount                |   |   | Shares                |  |  | Amount           |  |  | Shares            |   |  | Amount                         |  |   | Shares      |  |   | Amount |  
|                                                     |  |                       |       |  |                       |   |   |                       |  |  |                  |  |  |                   |   |  |                                |  |   |             |  |   |        |  
|JANUARY 31, 2013                                     |  |                       | -     |  |                       | $ | - |                       |  |  | -                |  |  | $                 | - |  |                                |  | - |             |  | $ | -      |  
|                                                     |  |                       |       |  |                       |   |   |                       |  |  |                  |  |  |                   |   |  |                                |  |   |             |  |   |        |  
|Common stock
    issued for services                 |  |                       | -     |  |                       |   | - |                       |  |  | -                |  |  |                   | - |  |                                |  | - |             |  |   | -      |  
|                                                     |  |                       |       |  |                       |   |   |                       |  |  |                  |  |  |                   |   |  |                                |  |   |             |  |   |        |  
|Preferred C
    Acquisition                          |  |                       |       |  |                       |   |   |                       |  |  |                  |  |  |                   |   |  |                                |  |   |             |  |   | 38     |  
|                                                     |  |                       |       |  |                       |   |   |                       |  |  |                  |  |  |                   |   |  |                                |  |   |             |  |   |        |  
|Preferred C
    rescission                           |  |                       |       |  |                       |   |   |                       |  |  |                  |  |  |                   |   |  |                                |  |   |             |  |   | (38    | )
|                                                     |  |                       |       |  |                       |   |   |                       |  |  |                  |  |  |                   |   |  |                                |  |   |             |  |   |        |  
|Foreign currency
    translation                     |  |                       | -     |  |                       |   | - |                       |  |  | -                |  |  |                   | - |  |                                |  | - |             |  |   | -      |  
|                                                     |  |                       |       |  |                       |   |   |                       |  |  |                  |  |  |                   |   |  |                                |  |   |             |  |   |        |  
|Net loss                                             |  |                       | -     |  |                       |   | - |                       |  |  | -                |  |  |                   | - |  |                                |  | - |             |  |   | -      |  
|                                                     |  |                       |       |  |                       |   |   |                       |  |  |                  |  |  |                   |   |  |                                |  |   |             |  |   |        |  
|JANUARY 31, 2014                                     |  |                       | -     |  |                       | $ | - |                       |  |  | -                |  |  | $                 | - |  |                                |  | - |             |  | $ | -      |  
|                                                     |  |                       |       |  |                       |   |   |                       |  |  |                  |  |  |                   |   |  |                                |  |   |             |  |   |        |  
|Preferred C
    acquisition                          |  |                       | -     |  |                       |   | - |                       |  |  | -                |  |  |                   | - |  |                                |  | 7 |             |  |   | -      |  
|                                                     |  |                       |       |  |                       |   |   |                       |  |  |                  |  |  |                   |   |  |                                |  |   |             |  |   |        |  
|Common stock
    exchanged for Preferred A           |  |                       | 1,000 |  |                       |   | 1 |                       |  |  | -                |  |  |                   | - |  |                                |  | - |             |  |   | -      |  
|                                                     |  |                       |       |  |                       |   |   |                       |  |  |                  |  |  |                   |   |  |                                |  |   |             |  |   |        |  
|Common shares
    issued for Preferred B replacement |  |                       |       |  |                       |   |   |                       |  |  |                  |  |  |                   |   |  |                                |  |   |             |  |   |        |  
|                                                     |  |                       |       |  |                       |   |   |                       |  |  |                  |  |  |                   |   |  |                                |  |   |             |  |   |        |  
|Common stock
    issued for services                 |  |                       | -     |  |                       |   | - |                       |  |  | -                |  |  |                   | - |  |                                |  | - |             |  |   | -      |  
|                                                     |  |                       |       |  |                       |   |   |                       |  |  |                  |  |  |                   |   |  |                                |  |   |             |  |   |        |  
|Contribution
    by CEO                              |  |                       |       |  |                       |   |   |                       |  |  |                  |  |  |                   |   |  |                                |  |   |             |  |   |        |  
|                                                     |  |                       |       |  |                       |   |   |                       |  |  |                  |  |  |                   |   |  |                                |  |   |             |  |   |        |  
|Options issued
    for acquisition                   |  |                       |       |  |                       |   |   |                       |  |  |                  |  |  |                   |   |  |                                |  |   |             |  |   |        |  
|                                                     |  |                       |       |  |                       |   |   |                       |  |  |                  |  |  |                   |   |  |                                |  |   |             |  |   |        |  
|Discount of
    note payable - BCF                   |  |                       |       |  |                       |   |   |                       |  |  |                  |  |  |                   |   |  |                                |  |   |             |  |   |        |  
|                                                     |  |                       |       |  |                       |   |   |                       |  |  |                  |  |  |                   |   |  |                                |  |   |             |  |   |        |  
|Net loss                                             |  |                       | -     |  |                       |   | - |                       |  |  | -                |  |  |                   | - |  |                                |  | - |             |  |   | -      |  
|                                                     |  |                       |       |  |                       |   |   |                       |  |  |                  |  |  |                   |   |  |                                |  |   |             |  |   |        |  
|JANUARY 31, 2015                                     |  |                       | 1,000 |  |                       | $ | 1 |                       |  |  | -                |  |  | $                 | - |  |                                |  | 7 |             |  | $ | -      |  



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



F-4







GAWK INCORPORATED

CONSOLIDATED
STATEMENTS OF CASH FLOWS





|                                                                                |  | Years ended |           
|------------------------------------------------------------------------------- |  | ----------- | ----------
|                                                                                |  | January 31, |           
|                                                                                |  | 2015        |           
|                                                                                |  |             |           
|CASH FLOWS FROM OPERATING ACTIVITIES:                                           |  |             |           
|Net loss                                                                        |  | $           | (5,787,631
|Adjustments to reconcile net loss to net cash used in
    operating activities: |  |             |           
|Common stock issued for services                                                |  |             | 50,000    
|Unrealized (gain) loss on securities available for sale                         |  |             | 76,050    
|Impairment of assets                                                            |  |             | -         
|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                                       |  |             | -         
|Accounts payable  and accrued liabilities                                       |  |             | 215,456   
|Due to related party                                                            |  |             | -         
|Net cash used in operating activities                                           |  |             | (3,561,240
|                                                                                |  |             |           
|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  
|Proceeds for investor payable                                                   |  |             | 699,200   
|Advances from related party                                                     |  |             | 52,354    
|Contribution by CEO                                                             |  |             | 40,000    
|Repayment of advances from shareholders                                         |  |             | -         
|Proceeds from the sale of Preferred C stock                                     |  |             | 3,300,000 
|Net cash provided by financing activities                                       |  |             | 3,941,554 
|                                                                                |  |             |           
|Effect of exchange rate changes                                                 |  |             | -         
|INCREASE (DECREASE) IN CASH                                                     |  |             | (778,755  
|CASH, BEGINNING OF PERIOD                                                       |  |             | 1,034,210 
|CASH, END OF PERIOD                                                             |  | $           | 255,455   
|                                                                                |  |             |           
|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                                |  | $           | -         
|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   





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





F-5









GAWK, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED JANUARY 31, 2015 AND
2014



NOTE 1 – DESCRIPTION OF BUSINESS



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



NOTE 2 – BASIS OF PRESENTATION



The preparation of financial statements in
conformity with accounting principles generally accepted in the United States (“GAAP”) requires management to make
estimates and assumptions that affect (i) the reported amounts of assets and liabilities, (ii) the disclosure of contingent
assets and liabilities known to exist as of the date the financial statements are published, and (iii) the reported amount
of net revenues and expenses recognized during the periods presented. Adjustments made with respect to the use of estimates often
relate to improved information not previously available. Uncertainties with respect to such estimates and assumptions are inherent
in the preparation of financial statements; accordingly, actual results could differ from these estimates.



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



NOTE 3 – GOING CONCERN ISSUES



The accompanying
financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America,
which contemplate continuation of the Company as a going concern. However, the Company has an accumulated deficit at January 31,
2015of $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.





F-6







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.





F-7







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.





F-8







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.





F-9







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.





F-10







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 Companyduring 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.





F-11







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 |  |             |  | - |             |  |  | -     | 
|Total assets                                   |  |             | 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.





F-12







NOTE 5 – RESCINDED ASSET ACQUISITIONS



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



|                                      |  | 2015 |    |   | 2014 |  
|------------------------------------- |  | ---- | -- | - | ---- | -
|Poker Junkies Intangibles             |  | $    | -  |   |      | $
|High Profile Distribution Intangibles |  |      | -  |   |      |  
|Total intangible assets               |  |      | -  |   |      |  
|Accumulated impairment of assets      |  |      | (- | ) |      |  
|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.





F-13







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.



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                                             





F-14







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 $150,000TEKNOVU 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 |  |                  | $
|Unauthorized withdrawals |  | Personal Expenses of John Hermansen |  |                  | 193,215 |  |                  |  
|Unauthorized withdrawals |  | Personal Expenses of Mars Callahan  |  |                  | 105,705 |  |                  |  
|Related Party Expenses   |  |                                     |  | $                | 401,034 |  |                  | $



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





F-15







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.



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.





F-16







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.





F-17







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        |            
|                                       |  |             |            
|REVENUES                               |  |             | 342,764    
|                                       |  |             |            
|Net Loss                               |  |             | (5,637561  
|                                       |  |             |            
|Net loss per share basic and diluted   |  | $           | (0.03      
|                                       |  |             |            
|Weighted average of shares outstanding |  |             | 161,732,000



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.



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 |   |  | $ | -  |  





F-18







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.



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.



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.





F-19







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 $150,000TEKNOVU 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 $150,000TEKNOVU 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.





F-20









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.





F-21







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                   |           
|Current:                                |  |                        |           
|Federal                                 |  | $                      | -         
|State                                   |  |                        | -         
|                                        |  |                        | -         
|Deferred:                               |  |                        |           
|Federal                                 |  | $                      | 2,169,445 
|State                                   |  |                        | 574,265   
|                                        |  |                        | 2,743,710 
|Valuation allowance                     |  |                        | (2,743,710
|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       |      
|                                  |  |            |      
|Statutory federal income tax rate |  |            | (34.0
|State income taxes and other      |  |            | 9.0  
|Change in valuation allowance     |  |            | 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       |           
|                                |  |            |           
|Net operating loss carryforward |  |            | 2,169,445 
|Valuation allowance             |  |            | (2,169,445
|                                |  |            |           
|Deferred income tax asset       |  | $          | -         





F-22







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.



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                |  | $                | -         |   |                  | $





F-23







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 caserecognizing 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.



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.



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.





F-24







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.





F-25







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



None



ITEM
9A. CONTROLS AND PROCEDURES



Evaluation
of Effectiveness of Disclosure Controls and Procedures



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



As
of January 31, 2015, we carried out an evaluation, under the supervision and with the participation of our principal executive
officer and our principal financial officer of the effectiveness of the design and operation of our disclosure controls and procedures.
Based on this evaluation, our principal executive officer and our principal financial officer concluded that our disclosure controls
and procedures were not effective as of the end of the period covered by this report.





23







Management's
Report on Internal Control Over Financial Reporting



Our
management is also responsible for establishing and maintaining adequate internal control over financial reporting, as defined
in Rule 13a-15(f) under the Exchange Act.  The Company's internal control over financial reporting is designed to provide
reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting principles.



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



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



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



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



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



As
of January 31, 2015, our management conducted an assessment of the effectiveness of the Company's internal control over financial
reporting.  In making this assessment, management followed an approach based on the framework in “Internal Control-Integrated
Framework” issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”).  Based
on this assessment, management has determined that the Company's internal control over financial reporting were ineffective as
of January 31, 2015.



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



| | ● | Lack
                                         of an independent board of directors, including an independent financial expert. The
                                         current board of directors is evaluating expanding the board of directors to include
                                         additional independent directors. The current board is composed of two (2) members and
                                         may be expanded to as many as seven members under the Company’s Articles of Incorporation
                                         and By-Laws.
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | ● | Lack
                                         of segregation of duties and adequate documentation of our internal controls.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | ● | The
                                         inability of the Company to prepare and file its financial statements timely due to its
                                         limited financial and personnel resources and delays in the Company’s ability to
                                         respond to SEC inquiries regarding financial and accounting presentation. Further, the
                                         Company is delinquent in filings for fiscal year ended January 31, 2015 and quarter ended
                                         April 30, 2015. The Company also lacks segregation of duties and adequate documentation
                                         of our system of internal controls. The Company has implemented controls that the CEO
                                         would approve all transactions and the CFO would record and report these transactions
                                         which would implement segregation of duties weakness.





24







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



| | ● | Changes
                                         in internal control over financial reporting
| | - | ---------------------------------------------------------------------------------------------



| | ● | There
                                         were no changes in our internal control over financial reporting that occurred during
                                         the year ended January 31, 2015 that have materially affected, or are reasonably likely
                                         to materially affect, our internal control over financial reporting.
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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



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



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



ITEM
9B. OTHER INFORMATION



There
are no events required to be disclosed by the Item. The registrant must disclose under this item any information required to be
disclosed in a report on Form 8-K during the fourth quarter of the year covered by this Form 10-K, but not reported, whether or
not otherwise required by this Form 10-K. If disclosure of such information is made under this item, it need not be repeated in
a report on Form 8-K which would otherwise be required to be filed with respect to such information or in a subsequent report
on Form 10-K.





25







PART
III



ITEM
10. DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE



Director
and Executive Officer



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



|Name                |  | Age |  | Title                                                                                 
|------------------- |  | --- |  | --------------------------------------------------------------------------------------
|                    |  |     |  |                                                                                       
|Scott
    Kettle    |  | 47  |  | Chief
    Executive Officer and Chief Information Officer and CEO, Chairman, President
|Ryan
    Wyler      |  | 39  |  | Previous Chief Technology Officer, Director                                           
|Chris
    Hall      |  | 58  |  | Directors                                                                             
|Michael
    Selsman |  | 78  |  | Directors                                                                             
|Mars
    Callahan   |  | 43  |  | Previous CEO, Principle Accounting Officer, President, Director                       
|John
    Hermansen  |  | 44  |  | Previous Chief Content Officer, Secretary, Treasurer, Director                        



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



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



Mr.
Kettle, age 47, is the founder of a series of successful family-owned and operated public companies in the telephony and telecommunications
industry in the wake of the government-mandated break-up of AT&T’s monopoly some 25 years ago. Beginning with Thrifty-Tel
(TTEL) in partnership with his father William Kettle, a steeply discounted provider of long-distance telephone service and pioneer
of Flat Rate Communications, Kettle moved on to the wholesale sector serving as CIO for Five Star Telecom from 1994 to 1999. In
1998, Mr. Kettle founded and served as President and CEO of Tele Com Specialists, Inc. a software company. Kettle moved into the
emerging DSL area, founding SpeeDsl, Inc.



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



Ryan
Wyler – Previous Chief Technology Officer, Director, and Secretary



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





26







Chris
Hall – Director



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



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



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



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



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





27







Michael
Selsman – Director and Secretary



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



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



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



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



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



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





28







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



PREVIOUS
OFFICERS AND DIRECTORS



Mars
Callahan – Previous Chief Executive Officer, President and Director



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



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



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





29







John
Hermansen – Previous Chief Content Officer and Director



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



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



Audit
Committee Financial Expert



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



Conflicts
of Interest



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



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



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





30







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



As
of January 31, 2015, the Company is aware that all filings of Form 4 and 5 required of Section 16(a) of the Exchange Act of Directors,
Officers or holders of 10% of the Company's prior management and board of directors have not filed the requirements timely. Current
management needs to file Form 5 for the issuance of common shares.



Code
of Ethics



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



ITEM
11. EXECUTIVE COMPENSATION



Executive
Officers and Directors



Summary
Compensation Table



The
following tables set forth certain information concerning all compensation paid, earned or accrued for service by (i) our Principal
Executive Officer and Principal Financial Officer and (ii) all other executive officers who earned in excess of $100,000 in the
fiscal years ended January 31, 2015 and 2014, and each of the other two most highly compensated executive officers of the Company
who served in such capacity at the end of the fiscal year whose total salary and bonus exceeded $100,000 (collectively, the “Named
Executive Officer”):



2015
and 2014 SUMMARY COMPENSATION TABLE



|Name and Principal Position          |  | Year |      |  | Salary ($) |  |         | Bonus ($) |  |  | Stock Awards ($) |  |  | Option Awards ($) |        |  | Non-Equity Incentive Plan Compensation ($) |  |   | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) |  |  | All Other Compensation($) |  |  | Total ($) |  
|------------------------------------ |  | ---- | ---- |  | ---------- |  | ------- | --------- |  |  | ---------------- |  |  | ----------------- | ------ |  | ------------------------------------------ |  | - | --------------------------------------------------------------------------- |  |  | ------------------------- |  |  | --------- | -
|Scott Kettle                         |  |      | 2014 |  |            |  | -       |           |  |  | -                |  |  |                   | 40,000 |  |                                            |  | - |                                                                             |  |  | -                         |  |  |           | -
|CEO                                  |  |      | 2015 |  |            |  | 160,000 |           |  |  | 150,000          |  |  |                   | -      |  |                                            |  | - |                                                                             |  |  | -                         |  |  |           | -
|                                     |  |      |      |  |            |  |         |           |  |  |                  |  |  |                   |        |  |                                            |  |   |                                                                             |  |  |                           |  |  |           |  
|Chris Hall                           |  |      | 2014 |  |            |  | -       |           |  |  | -                |  |  |                   | -      |  |                                            |  | - |                                                                             |  |  | -                         |  |  |           | -
|Director                             |  |      | 2015 |  |            |  | -       |           |  |  | -                |  |  |                   | -      |  |                                            |  | - |                                                                             |  |  | -                         |  |  |           | -
|                                     |  |      |      |  |            |  |         |           |  |  |                  |  |  |                   |        |  |                                            |  |   |                                                                             |  |  |                           |  |  |           |  
|Michael                              |  |      | 2014 |  |            |  | -       |           |  |  | -                |  |  |                   | -      |  |                                            |  | - |                                                                             |  |  | -                         |  |  |           | -
|Selsman Director                     |  |      | 2015 |  |            |  | -       |           |  |  | -                |  |  |                   | -      |  |                                            |  | - |                                                                             |  |  | -                         |  |  |           | -
|                                     |  |      |      |  |            |  |         |           |  |  |                  |  |  |                   |        |  |                                            |  |   |                                                                             |  |  |                           |  |  |           |  
|Mars                                 |  |      | 2014 |  |            |  | 54,000  |           |  |  | -                |  |  |                   | -      |  |                                            |  | - |                                                                             |  |  | -                         |  |  |           | -
|Callahan Previous CEO, CFO, Director |  |      | 2015 |  |            |  | 207,819 |           |  |  | -                |  |  |                   | -      |  |                                            |  | - |                                                                             |  |  | -                         |  |  |           | -
|                                     |  |      |      |  |            |  |         |           |  |  |                  |  |  |                   |        |  |                                            |  |   |                                                                             |  |  |                           |  |  |           |  
|Ryan Wyler,                          |  |      | 2014 |  |            |  | -       |           |  |  | -                |  |  |                   | -      |  |                                            |  | - |                                                                             |  |  | -                         |  |  |           | -
|CTO                                  |  |      | 2015 |  |            |  | -       |           |  |  | -                |  |  |                   | -      |  |                                            |  | - |                                                                             |  |  | -                         |  |  |           | -
|                                     |  |      |      |  |            |  |         |           |  |  |                  |  |  |                   |        |  |                                            |  |   |                                                                             |  |  |                           |  |  |           |  
|John                                 |  |      | 2014 |  |            |  | 75,364  |           |  |  | -                |  |  |                   | -      |  |                                            |  | - |                                                                             |  |  | -                         |  |  |           | -
|Hermansen Previous CCO Director      |  |      | 2015 |  |            |  | 193,216 |           |  |  | -                |  |  |                   | -      |  |                                            |  | - |                                                                             |  |  | -                         |  |  |           | -





31







2015
and 2014 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END TABLE



|          |  |      | Option Awards |  |  |                                                         | Stock
                                         Awards | 
|--------- |  | ---- | ------------- |  |  | ------------------------------------------------------- | ----------------------------------------------------- | 
|Name      |  | Year |               |  |  | Number of Securities Underlying Unexercised Options (#) |                                                       | 
|          |  |      |               |  |  | Exercisable                                             |                                                       | 
|Scott     |  |      | 2014          |  |  |                                                         | -                                                     | 
|Kettle    |  |      | 2015          |  |  |                                                         | -                                                     | 
|          |  |      |               |  |  |                                                         |                                                       | 
|Chris     |  |      | 2014          |  |  |                                                         | -                                                     | 
|Hall      |  |      | 2015          |  |  |                                                         | -                                                     | 
|          |  |      |               |  |  |                                                         |                                                       | 
|Michael   |  |      | 2014          |  |  |                                                         | -                                                     | 
|Selsman   |  |      | 2015          |  |  |                                                         | -                                                     | 
|          |  |      |               |  |  |                                                         |                                                       | 
|Mars      |  |      | 2014          |  |  |                                                         | -                                                     | 
|Callahan  |  |      | 2015          |  |  |                                                         | -                                                     | 
|          |  |      |               |  |  |                                                         |                                                       | 
|John      |  |      | 2014          |  |  |                                                         | -                                                     | 
|Hermansen |  |      | 2015          |  |  |                                                         | -                                                     | 
|          |  |      |               |  |  |                                                         |                                                       | 
|Ryan      |  |      | 2014          |  |  |                                                         | -                                                     | 
|Wyler     |  |      | 2015          |  |  |                                                         | -                                                     | 



Compensation
of Directors



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



On
August 20, 2013 the Company entered into an employment agreement with Scott Kettle the Chief Executive Officer. The Fixed Annual
Compensation. The Company shall pay to Employee salary ("Fixed Annual Compensation") at the rate of $240,000 per annum
beginning on August 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.





32







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



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



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



The
Agreement allows for standard vacation, health, participation in employee benefit plan among other things (See Exhibit 10.4)



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



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



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





33







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



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



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





34







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



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



Upon
closing, the Company will receive gross proceeds of $3,300,000.  Pursuant to the terms of the Series C Preferred Stock,
after holding the Series C Preferred Stock for at least one year, the Purchaser will have the right to convert each share of Series
C Preferred Stock into $1,000,000 worth of Common Stock of the Company.







35







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



The
following table lists stock ownership of our Common Stock as of January 31, 2015 based on 161,732,000 shares of common stock issued
and outstanding on a fully diluted basis. The information includes beneficial ownership by (i) holders of more than 5% of our
Common Stock, (ii) each of our directors and executive officers and (iii) all of our directors and executive officers as a group.
Except as noted below, to our knowledge, each person named in the table has sole voting and investment power with respect to all
shares of our Common Stock beneficially owned by them.



|Name and Address of Owner                                                    |  | Title of Class           |  |  | Number of Shares Owned (1) |  |  |  | Percentage of Class |  
|---------------------------------------------------------------------------- |  | ------------------------ |  |  | -------------------------- |  |  |  | ------------------- | -
|                                                                             |  |                          |  |  |                            |  |  |  |                     |  
|Scott Kettle(1) c/o Gawk 5300 Melrose Avenue, Suite 42 Los Angeles, CA 90038 |  | Common Stock             |  |  | 80,000,000                 |  |  |  | 49.00               | %
|                                                                             |  |                          |  |  |                            |  |  |  |                     |  
|Scott Kettle(1) c/o Gawk 5300 Melrose Avenue, Suite 42 Los Angeles, CA 90038 |  | Preferred Series A Stock |  |  | 1,000                      |  |  |  | 100.00              | %
|                                                                             |  |                          |  |  |                            |  |  |  |                     |  
|All Officers and Directors As a Group (2 persons)                            |  | Common Stock             |  |  | 80,000,000                 |  |  |  | 49.00               | %



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



Changes
in Control



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



DESCRIPTION
OF SECURITIES



General



Common
Stock



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



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



Preferred
Stock



Series
A Preferred Stock



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





36







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.





37







Warrants
and Options



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



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



Voting
Rights



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



Dividends



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



Convertible
Securities



The
Company has no convertible securities as of January 31, 2015.



Amendment
of our Bylaws



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



Transfer
Agent



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





38







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



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 2015:



|                         |  |                                     |  | January 31,
2015 |         |  | January 31,
2014 |  
|------------------------ |  | ----------------------------------- |  | ---------------- | ------- |  | ---------------- | -
|Legal                    |  | Personal Expenses of Mars Callahan  |  | $                | 102,114 |  |                  | $
|Unauthorized withdrawals |  | Personal Expenses of John Hermansen |  |                  | 193,215 |  |                  |  
|Unauthorized withdrawals |  | Personal Expenses of Mars Callahan  |  |                  | 105,705 |  |                  |  
|Related Party Expenses   |  |                                     |  | $                | 401,034 |  |                  | $



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



ITEM
14. PRINCIPAL ACCOUNTANT FEES AND SERVICES



Audit
Fees. The aggregate fees billed by Malone Bailey LLP for the audit of the Company’s annual financial statements for
fiscal years ended January 31, 2015 and 2014 were approximately $15,000 and $15,000, respectively.



Audit-Related
Fees. The aggregate fees billed by Malone Bailey LLP for assurance and related services that are reasonably related to the
performance of the audit or review of the Company’s financial statements for the fiscal years ended January 31, 2015 and
2014, and that are not disclosed in the paragraph captioned “Audit Fees” above, were $0 and $0, respectively.



Tax
Fees.The aggregate fees billed by Malone Bailey LLP for professional services rendered for tax compliance, tax advice and
tax planning for the fiscal years ended January 31, 2015 and 2014 were $0 and $0, respectively.



All
Other Fees. The aggregate fees billed by Malone Bailey LLP for products and services, other than the services described in
the paragraphs “Audit Fees,” “Audit-Related Fees,” and “Tax Fees” above for the fiscal years
ended January 31, 2015 and 2014 were $0 and $0, respectively.



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





39







Based
on the review and discussions referred to above, the Board of Directors approved the inclusion of the audited financial statements
be included in the Company’s Annual Report on Form 10-K for its 2014 fiscal year for filing with the SEC.



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



PART
IV



ITEM
15. EXHIBITS AND REPORTS



Exhibits



|Exhibit Number |  | Description of Exhibits                                                                                                                                                                  
|-------------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|3.1            |  | Articles of Incorporation (1)                                                                                                                                                            
|3.2            |  | Bylaws (1)                                                                                                                                                                               
|14.1           |  | Code of Ethics (2)                                                                                                                                                                       
|31.1           |  | Certification of Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C Section 1350, as adopted Section 302 of the Sarbanes-Oxley Act of 2002. (3)            
|32.1           |  | Certification of Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. (3)
|101.INS*       |  | XBRL Instance Document                                                                                                                                                                   
|101.SCH*       |  | XBRL Taxonomy Schema                                                                                                                                                                     
|101.CAL*       |  | XBRL Taxonomy Calculation Linkbase                                                                                                                                                       
|101.DEF*       |  | XBRL Taxonomy Definition Linkbase                                                                                                                                                        
|101.LAB*       |  | XBRL Taxonomy Label Linkbase                                                                                                                                                             
|101.PRE*       |  | XBRL Taxonomy Presentation Linkbase                                                                                                                                                      










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



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





40







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:
    July 22, 2015 | By:       
|                        |           
|                        |           



|Date:
    July 22, 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:
July 22, 2015 | By: | /s/ Scott Kettle
|------------------- | --- | ----------------
|                    |     | Scott
    Kettle
|                    |     | Director        



|Date:
July 22, 2015 | By: | /s/
Michael Selsman
|------------------- | --- | -------------------
|                    |     | Michael
    Selsman
|                    |     | Director           



|Date:
July 22, 2015 | By: | /s/
Chris Hall                                                      
|------------------- | --- | --------------------------------------------------------------------
|                    |     | Chris
                                         Hall
        Director





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