UNITED STATES

SECURITIES
AND EXCHANGE COMMISSION

WASHINGTON,
D.C. 20549



FORM 10-Q



☒    QUARTERLY
REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended April 30, 2015



☐   TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT

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



Commission File No. 333-180611



Gawk
Incorporated

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



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



5300 Melrose Avenue Suite 42

Los Angeles,
CA 90038

(Address of principal executive offices)
(Zip Code)



(888) 754-6190

Registrant’stelephone number, including area code



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

YesxNo ̈



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



YesoNox



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



|Large accelerated filer |  ̈ | Accelerated filer         |  ̈
|----------------------- | - | ------------------------- | -
|Non–Accelerated filer   |  ̈ | Smaller reporting company | x



Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b–2 of the Exchange Act). Yes ̈Nox



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



|Class                          |  | Outstanding at  July 27, 2015
|------------------------------ |  | -----------------------------
|Common stock, $0.001 par value |  | 180,079,156                  


















GAWK INCORPORATED

INDEX TO FORM 10-Q FILING

FOR THE THREE AND NINE MONTHS ENDED
OCTOBER 31, 2014 AND 2013



TABLE OF CONTENTS





|                               |                                                                                             | PAGE
|------------------------------ | ------------------------------------------------------------------------------------------- | ----
|PART I - FINANCIAL INFORMATION |                                                                                            
|                               |                                                                                             |     
|Item 1.                        | Condensed Consolidated Financial Statements
(Unaudited)                                     | 3   
|                               | Condensed Balance Sheets                                                                    | 3   
|                               | Condensed Statements of Operations                                                          | 4   
|                               | Condensed Statement of Cash Flows                                                           | 5   
|                               | Notes to Condensed Consolidated Financial
Statements                                        | 6   
|Item 2.                        | Management Discussion & Analysis of
Financial Condition and Results of Operations           | 10  
|Item 3                         | Quantitative and Qualitative Disclosures
About Market Risk                                  | 13  
|Item 4.                        | Controls and Procedures                                                                     | 13  
|                               |                                                                                            
|PART II - OTHER INFORMATION    |                                                                                            
|                               |                                                                                             |     
|Item 1.                        | Legal Proceedings                                                                           | 14  
|Item 1A.                       | Risk Factors                                                                                | 14  
|Item 2.                        | Unregistered Sales of Equity Securities
and Use of Proceeds                                 | 14  
|Item 3.                        | Defaults Upon Senior Securities                                                             | 14  
|Item 4.                        | Mining
Safety Disclosures                                                                   | 14  
|Item 5                         | Other information                                                                           | 14  
|Item 6.                        | Exhibits                                                                                    | 14  
|                               |                                                                                             |     
|CERTIFICATIONS                 |                                                                                            
|                               |                                                                                            
|31.1                           | Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act. |     
|31.2                           | Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act. |     
|32.2                           | Certification of Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act. |     
|32.2                           | Certification of Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act. |     





2







PART I

FINANCIAL INFORMATION



Item 1. Financial Statements



The accompanying interim consolidated
financial statements have been prepared in accordance with the instructions to Form 10-Q.  Therefore, they do not include
all information and footnotes necessary for a complete presentation of financial position, results of operations, cash flows, and
stockholders' equity in conformity with generally accepted accounting principles.  Except as disclosed herein, there
has been no material change in the information disclosed in the notes to the consolidated financial statements included in the
Company's Annual Report on Form 10-K for the year ended January 31, 2015.  In the opinion of management, all adjustments
considered necessary for a fair presentation of the results of operations and financial position have been included and all such
adjustments are of a normal recurring nature.  Operating results for the three months ended April 30, 2015 are not necessarily
indicative of the results that can be expected for the year ending January 31, 2016.



GAWK
INCORPORATED

CONSOLIDATED
BALANCE SHEETS

(Unaudited)



|                                                                                                                       |  | April
    30, |            |   | January
    31, |  
|---------------------------------------------------------------------------------------------------------------------- |  | ------------- | ---------- | - | --------------- | -
|                                                                                                                       |  | 2015          |            |   | 2015            |  
|ASSETS:                                                                                                                |  |               |            |   |                 |  
|CURRENT
    ASSETS                                                                                                     |  |               |            |   |                 |  
|Cash                                                                                                                   |  | $             | 125,899    |   |                 | $
|Marketable
    securities - available for sale                                                                         |  |               | 135,000    |   |                 |  
|Accounts
    receivable                                                                                                |  |               | 5,809      |   |                 |  
|Deposit
    - Cipherloc                                                                                                |  |               | 1,125,000  |   |                 |  
|Total
    current assets                                                                                               |  |               | 1,391,708  |   |                 |  
|                                                                                                                       |  |               |            |   |                 |  
|Web
    equipment, net of depreciation of $29,496 and $14,748                                                          |  |               | 147,479    |   |                 |  
|Intangible
    assets and proprietary technology, net of amortization $73,498 and $36,749                              |  |               | 367,489    |   |                 |  
|Goodwill                                                                                                               |  |               | 1,310,908  |   |                 |  
|                                                                                                                       |  |               |            |   |                 |  
|TOTAL
    ASSETS                                                                                                       |  | $             | 3,217,584  |   |                 | $
|                                                                                                                       |  |               |            |   |                 |  
|LIABILITIES
    AND STOCKHOLDERS' (DEFICIT)                                                                            |  |               |            |   |                 |  
|                                                                                                                       |  |               |            |   |                 |  
|CURRENT
    LIABILITIES:                                                                                               |  |               |            |   |                 |  
|Accounts
    payable and accrued liabilities                                                                           |  | $             | 374,984    |   |                 | $
|Note
    payable RND Media                                                                                             |  |               | 10,000     |   |                 |  
|Convertible
    note payable net of discount $119,400 and $208,950                                                     |  |               | 1,680,600  |   |                 |  
|Investor
    payable - common shares                                                                                   |  |               | 1,154,000  |   |                 |  
|Preferred
    shares payable for acquisition                                                                           |  |               | -          |   |                 |  
|Due
    to related party                                                                                               |  |               | 188,854    |   |                 |  
|TOTAL
    LIABILITIES                                                                                                  |  |               | 3,408,438  |   |                 |  
|                                                                                                                       |  |               |            |   |                 |  
|CONTINGENCIES
    AND COMMITMENTS                                                                                      |  |               | -          |   |                 |  
|                                                                                                                       |  |               |            |   |                 |  
|STOCKHOLDERS'
    EQUITY (DEFICIT)                                                                                     |  |               |            |   |                 |  
|A
    Preferred stock, $0.001 par value, 1,000 shares authorized; 1,000 issued and outstanding                         |  |               | 1          |   |                 |  
|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; 8 and none  issued and outstanding                     |  |               | -          |   |                 |  
|Common
    stock, $0.001 par value, 650,000,000 shares authorized; 178,019,156  and 161,732,000 issued and outstanding |  |               | 178,019    |   |                 |  
|Additional
    paid-in capital                                                                                         |  |               | 7,271,394  |   |                 |  
|Accumulated
    other comprehensive income (loss)                                                                      |  |               | (442       | ) |                 |  
|Accumulated
    deficit                                                                                                |  |               | (7,639,826 | ) |                 |  
|TOTAL
    STOCKHOLDERS' (DEFICIT)                                                                                      |  |               | (190,854   | ) |                 |  
|                                                                                                                       |  |               |            |   |                 |  
|TOTAL
    LIABILITIES AND STOCKHOLDERS' EQUITY                                                                         |  | $             | 3,217,584  |   |                 | $
|                                                                                                                       |  |               |            |   |                 |  



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





3







GAWK
INCORPORATED

CONSOLIDATED
STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

(Unaudited)





|                                                                      |  | For
    the ThreeMonths Ended |            
|--------------------------------------------------------------------- |  | ----------------------------- | -----------
|                                                                      |  | April
    30,                 |            
|                                                                      |  | 2015                          |            
|                                                                      |  |                               |            
|REVENUE                                                               |  | $                             | 58,582     
|                                                                      |  |                               |            
|OPERATING
    EXPENSES:                                               |  |                               |            
|General
and administrative                                            |  |                               | 304,276    
|Research
    and development                                          |  |                               | -          
|Related
    party payments                                            |  |                               | -          
|Depreciation
    and Amortization expense                             |  |                               | 51,497     
|Total
    operating expenses                                          |  | $                             | 355,773    
|                                                                      |  |                               |            
|OTHER
    (INCOME) AND EXPENSES                                       |  |                               |            
|Interest
    income                                                   |  | $                             | (3         
|Interest
    expense                                                  |  |                               | 134,150    
|Unrealized
    (gain) loss on marketable securities                   |  |                               | (106,050   
|Total
    other (income) and expenses                                 |  | $                             | 28,097     
|                                                                      |  |                               |            
|NET
    LOSS                                                          |  | $                             | (325,288   
|                                                                      |  |                               |            
|Comprehensive
    income (loss):                                      |  |                               |            
|NET
    LOSS                                                          |  | $                             | (325,288   
|                                                                      |  |                               |            
|NET
    LOSS PER COMMON SHARE:                                        |  |                               |            
|Basic
    and diluted                                                 |  | $                             | (0.00      
|                                                                      |  |                               |            
|Weighted
    average common shares outstanding,
    basic and diluted |  |                               | 172,555,864





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





4







GAWK
INCORPORATED

CONSOLIDATED
STATEMENTS OF CASH FLOWS

(Unaudited)



|                                                                            |  | For the Three Months Ended |          
|--------------------------------------------------------------------------- |  | -------------------------- | ---------
|                                                                            |  | April 30,                  |          
|                                                                            |  | 2015                       |          
|                                                                            |  |                            |          
|CASH FLOWS FROM OPERATING ACTIVITIES:                                       |  |                            |          
|Net loss                                                                    |  | $                          | (325,288 
|Adjustments to reconcile net loss to net cash used in operating activities: |  |                            |          
|Common stock issued for services                                            |  |                            | 57,083   
|Common stock issued for legal settlement                                    |  |                            | 54,000   
|Amoritization of Debt Discount                                              |  |                            | 89,550   
|Unrealized (gain) loss on marketable
    securities                         |  |                            | (106,050 
|Depreciation and Amortization                                               |  |                            | 51,497   
|Changes in operating assets and liabilities:                                |  |                            |          
|Accounts receivable                                                         |  |                            | 5,053    
|Accounts payable  and accrued liabilities                                   |  |                            | 44,599   
|Preferred Stock Payable                                                     |  |                            | -        
|Due to related party                                                        |  |                            | -        
|Net cash used in operating activities                                       |  |                            | (129,556 
|                                                                            |  |                            |          
|CASH FLOWS FROM FINANCING ACTIVITIES:                                       |  |                            |          
|Proceeds (Refund) of subscription payable                                   |  |                            | -        
|Proceeds for investor payable                                               |  |                            | -        
|Proceeds from the sale of Preferred C stock                                 |  |                            | -        
|Net cash provided by financing activities                                   |  |                            | -        
|                                                                            |  |                            |          
|Effect of exchange rate changes                                             |  |                            | -        
|INCREASE (DECREASE) IN CASH                                                 |  |                            | (129,556 
|CASH, BEGINNING OF PERIOD                                                   |  |                            | 255,455  
|CASH, END OF PERIOD                                                         |  | $                          | 125,899  
|                                                                            |  |                            |          
|SUPPLEMENTAL CASH FLOW INFORMATION:                                         |  |                            |          
|                                                                            |  |                            |          
|Interest paid                                                               |  | $                          | -        
|Income taxes paid                                                           |  | $                          | -        
|                                                                            |  |                            |          
|SUPPLEMENTAL DISCLOSURE OF NONCASH OPERATING AND FINANCING ACTIVITIES:      |  |                            |          
|                                                                            |  |                            |          
|Common stock exchanged for Preferred A                                      |  | $                          | -        
|Issuance of preferred shares payable for acquisition                        |  | $                          | 1,000,000





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



5







GAWK INCORPORATED

NOTES TO UNAUDITED CONDENSED CONSOLIDATEDFINANCIAL
STATEMENTS

FOR THE THREE AND NINE MONTHS ENDED
OCTOBER 31, 2014 AND 2013



NOTE 1 - DESCRIPTION OF
BUSINESS



We were incorporated
in the state of Nevada on January 6, 2011 and our principal business address is 5300 Melrose Avenue, Suite 42, Los Angeles, CA
90038 telephone number 888-754-6190. We have a January 31 fiscal year end. 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
OF INTERIM FINANCIAL STATEMENTS





Basis of Presentation of Interim
Financial Statements



The Company prepares its consolidated
financial statements in accordance with accounting principles generally accepted in the United States of America.  The accompanying
interim unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles
for interim financial information in accordance with the instructions to Form 10-Q/A and Article 8 of Regulation S-X. In our opinion,
all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been included.
Operating results for the three months ended April 30, 2015 are not necessarily indicative of the results that may be expected
for the year ending January 31, 2016. Notes to the unaudited interim consolidated financial statements that would substantially
duplicate the disclosures contained in the audited consolidated financial statements for fiscal year 2015 have been omitted; this
report should be read in conjunction with the audited consolidated financial statements and the footnotes thereto for the fiscal
year ended January 31, 2015 included within its Form 10-K as filed with the Securities and Exchange Commission.



Fair Value of Financial Instruments



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



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



6







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 April 30, 2015 and January 31, 2015 for assets measured at fair value on a recurring basis:



|at April 30, 2015                         |  |         |         |  |         |         |   |         |         |  |       |      
|----------------------------------------- |  | ------- | ------- |  | ------- | ------- | - | ------- | ------- |  | ----- | -----
|                                          |  | Level 1 |         |  | Level 2 |         |   | Level 3 |         |  | Total |      
|Marketable securities- available for sale |  |         | 135,000 |  |         |         | - |         |         |  | -     |      
|Total assets                              |  |         | 135,000 |  |         |         | - |         |         |  | -     |      
|                                          |  |         |         |  |         |         |   |         |         |  |       |      
|at January 31, 2015                       |  |         |         |  |         |         |   |         |         |  |       |      
|                                          |  |         | Level 1 |  |         | Level 2 |   |         | Level 3 |  |       | Total
|Marketable securities- available for sale |  |         | 28,950  |  |         |         | - |         |         |  | -     |      
|Total assets                              |  |         | 28,950  |  |         |         | - |         |         |  | -     |      



NOTE 3 - GOING CONCERN ISSUES



The accompanying financial statements
have been prepared in conformity with accounting principles generally accepted in the United States of America, which contemplate
continuation of the Company as a going concern. However, the Company has a net loss for the three months ended April 30, 2015 of
$325,288, an accumulated deficit of $7,639,826 cash flows used by operating activities of $129,556 and needs additional cash to
maintain its operations.



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





NOTE 4 –
MARKETABLE SECURIITES



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



The Company fair valued the marketable
security available for sale at April 30, 2015 and recorded a gain on change in fair value of the asset of $106,050. Total available
security available for sale at April 30, 2015 is $135,000.



7







NOTE 5 –
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 28,
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 6 - EQUITY



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.



On February 13, 2015 the Company issued 4,587,156 shares for legal services rendered
for $20,183.



On March 20, 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 for a total of $36,900.



NOTE 7 –
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.



During the 2 months ended April 30,
2015 the issued $1,000,000 of preferred shares payable for the acquisition of Webrunner, Inc.





8







See Note –
8 of our January 31, 2015 10K for more information.



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



|                                       |  | April 30, 
2014 |            
|-------------------------------------- |  | --------------- | -----------
|                                       |  |                 |            
|REVENUES                               |  |                 | 29,470     
|                                       |  |                 |            
|Net Loss                               |  |                 | (1,033,374 
|                                       |  |                 |            
|Net loss per share basic and diluted   |  | $               | (0.01      
|                                       |  |                 |            
|Weighted average of shares outstanding |  |                 | 219,433,333



NOTE 8 –
CONVERTIBLE NOTES PAYABLE



The Company had the following convertible
notes payable outstanding as of April 30, 2015 and January 31, 2015:



|                                                   |  | April
    30, 
2015 |           |   | January
    31, 
2015 |  
|-------------------------------------------------- |  | ------------------- | --------- | - | --------------------- | -
|                                                   |  |                     |           |   |                       |  
|Note C-1                                           |  |                     |           |   |                       |  
|Dated – August 22, 2014                            |  |                     | 1,800,000 |   |                       |  
|                                                   |  |                     |           |   |                       |  
|Total notes payable                                |  | $                   | 1,800,000 |   |                       | $
|Less: Discount                                     |  |                     | (119,400  | ) |                       |  
|Less: current portion of convertible notes payable |  |                     | 1,680,600 |   |                       |  
|Long-term convertible notes payable                |  | $                   | -         |   |                       | $



The Company amortized the debt discount
$89,550 for the 3 months ended April 30, 2015.



NOTE 9 –NOTES PAYABLE



|                         |  | April
    30,
2015 |        |  | January
    31,
2015 |  
|------------------------ |  | ------------------ | ------ |  | -------------------- | -
|Note D-1                 |  |                    | 10,000 |  |                      |  
|Dated – October 30, 2014 |  |                    |        |  |                      |  
|                         |  |                    |        |  |                      |  
|Total notes payable      |  | $                  | 10,000 |  |                      | $



NOTE 10
–RELATED PARTY TRANSACTIONS



As of April 30, 2015 and January 31,
2015, the current CEO had unpaid salaries of $136,500.



During the year ended January 31, 2015,
the CEO advanced the Company cash of $52,354. As of April 30, 2015 and January 31, 2015 the amount owed to the prior CEO for advances
was $52,354.



NOTE 11
–SUBSEQUENT EVENTS



On March 4, 2015 the Company approved
the issuance of 2,060,000 in converting warrant purchaser shares. On May 23, 2015 the shares were issued.



* * * * * * *
* * * * *





9







In this Quarterly Report on Form 10-Q,
“Company,” “our company,” “us,” and “our” refer to Gawk Incorporated and its subsidiaries,
unless the context requires otherwise.



ITEM 2 - MANAGEMENT’S DISCUSSION
AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS



Forward-Looking Statements



Management’s Discussion and Analysis
contains various “forward looking statements” within the meaning of Section 21E of the Securities Exchange Act of 1934,
as amended, regarding future events or the future financial performance of the Company that involve risks and uncertainties. Certain
statements included in this Form 10-Q, including, without limitation, statements related to anticipated cash flow sources and uses,
and words including but not limited to “anticipates”, “believes”, “plans”, “expects”,
“future” and similar statements or expressions, identify forward looking statements. Any forward-looking statements
herein are subject to certain risks and uncertainties in the Company’s business, including but not limited to, reliance on
key customers and competition in its markets, market demand, delayed payments of accounts receivables, technological developments,
maintenance of relationships with key suppliers, difficulties of hiring or retaining key personnel and any changes in current accounting
rules, all of which may be beyond the control of the Company. Management will elect additional changes to revenue recognition to
comply with the most conservative SEC recognition on a forward going accrual basis as the model is replicated with other similar
markets (i.e. SBDC). The Company’s actual results could differ materially from those anticipated in these forward-looking
statements as a result of certain factors, including those set forth therein.

Forward-looking statements involve risks,
uncertainties and other factors, which may cause our actual results, performance or achievements to be materially different from
those expressed or implied by such forward-looking statements. Factors and risks that could affect our results and achievements
and cause them to materially differ from those contained in the forward-looking statements include those identified in the section
titled “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended January 31, 2015, as well
as other factors that we are currently unable to identify or quantify, but that may exist in the future.



In addition, the foregoing factors may
affect generally our business, results of operations and financial position. Forward-looking statements speak only as of the date
the statement was made. We do not undertake and specifically decline any obligation to update any forward-looking statements.



Overview



We were incorporated
in the state of Nevada on January 6, 2011 and our principal business address is 5300 Melrose Avenue, Suite 42, Los Angeles, CA
90038 telephone number 888-754-6190. We have a January 31 fiscal year end. In connection with the Stock Purchase, the company has
changed its focus to engage in the business of online distribution of all digital content including but not limited to full length
feature films, television series, sports, documentaries, live events via our proprietary content distribution network (CDN). On
October 30, 2014 the Company acquired a company called Webrunner, LLC. As of October 30, 2014 Webrunner, LLC is a wholly owned
subsidiary of the Company.



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.



10







Three Months Ended April 30, 2015,
Compared to Three Months Ended April 30, 2014



RESULTS OF OPERATIONS



Revenue increased to $58,582 from $0.00
for the three months ended April 30, 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.



General and
administrative expenses increased to $304,276 from $199,074 for the three months endedApril 30, 2015 and 2014,
respectively. The increase in general and administrative expenses are primarily related to consulting of $74,646, Legal $94, 000,
Computers and Internet of $35,757, rent of $17,303, and telephone expenses of $14,640.



Research
and development costs decreased to $0.00 from $478,735 for the three months endedApril 30, 2015 and 2014,
respectively. Our research and development decrease is related tothe expanded 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.



Related party transactions decreased
to $0.00 from $385,035 three months endedApril 30, 2015 and 2014,
respectively. Our related party transactions decreased because of the change in management that occurred on May 12, 2014.



Depreciation
expense increased to $51,497 from $0.00 for three months endedApril 30, 2015 and 2014, respectively.
Our depreciation expenses increased due to our acquisition of Webrunners and the associated equipment thereof.



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 April 30, 2015 of $7,639,826 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.



11







Cash flows
from operations.Our cash (used in) provided by operating activities were ($129,556) and ($1,035,631) for the three months
endedApril 30, 2015 and 2014, respectively. The decrease in cash flows provided by operations
was primarily attributable to the acquisition of one cloud services business during the past year.



Cash flows from financing activities.Cash provided by financing activities were $0.00 and $3,849,200 for the three months endedApril
30, 2015 and 2014, respectively.



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



Critical Accounting Policies



Accounts Receivable and Allowance
for Uncollectible Accounts



Substantially all of the Company’s
accounts receivable balance is related to trade receivables. Trade accounts receivable are recorded at the invoiced amount and
do not bear interest. The allowance for doubtful accounts is the Company’s best estimate of the amount of probable credit
losses in its existing accounts receivable. The Company will maintain allowances for doubtful accounts for estimated losses resulting
from the inability of its customers to make required payments for services. Accounts with known financial issues are first reviewed
and specific estimates are recorded. The remaining accounts receivable balances are then grouped in categories by the number of
days the balance is past due, and the estimated loss is calculated as a percentage of the total category based upon past history.
Account balances are charged against the allowance when it is probable the receivable will not be recovered.



Long-lived Assets



The Company reviews its fixed assets
and certain identifiable intangibles for impairment whenever events or changes in circumstances indicate that the carrying amount
of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount
of an asset to the future undiscounted operating cash flow expected to be generated by the asset. If such assets are considered
to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the asset exceeds the
fair value of the asset. Long-lived assets to be disposed of are reported at the lower of carrying amount or fair value less costs
to sell.



We have no off-balance sheet arrangements including
arrangements that would affect the liquidity, capital resources, market risk support and credit risk support or other benefits.



WHERE YOU CAN FIND MORE INFORMATION



You are advised to read this Quarterly
Report on Form 10-Q 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, Annual Report on Form 10-K, 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.





12







ITEM 3. QUANTITATIVE AND
QUALITATIVE DISCLOSURES ABOUT MARKET RISK



Our business is currently conducted
principally in the United States. As a result, our financial results are not affected by factors such as changes in foreign currency
exchange rates or economic conditions in foreign markets. We do not engage in hedging transactions to reduce our exposure to changes
in currency exchange rates, although if the geographical scope of our business broadens, we may do so in the future.



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



ITEM 4. CONTROLS AND PROCEDURES



| | (a) | Evaluation of Disclosure Controls and Procedures
| | --- | ------------------------------------------------



We maintain disclosure controls and
procedures that are designed to ensure that information required to be disclosed in our Exchange Act reports is recorded, processed,
summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms and
that such information is accumulated and communicated to our Chief Executive Officer and Principal Financial Officer, as appropriate,
to allow for timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures,
management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance
of achieving the desired control objectives, and management is required to apply its judgment in evaluating the cost-benefit relationship
of possible controls and procedures. Our disclosure controls and procedures were designed to provide reasonable assurance that
the controls and procedures would meet their objectives. As required by SEC Rule 13a-15(b), our Chief Executive Officer and Principal
Financial Officer carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures
as of the end of the period covered by this report. Based on the foregoing, our Chief Executive Officer and Principal Financial
Officer concluded that our disclosure controls and procedures were not effective.



Our Chief Executive Officer and Principal
Financial Officer are responsible for establishing and maintaining adequate internal control over our financial reporting. In order
to evaluate the effectiveness of internal control over financial reporting, as required by Section 404 of the Sarbanes-Oxley Act,
management has conducted an assessment, including testing, using the criteria in Internal Control — Integrated Framework,
issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). Our system of internal control
over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation
of consolidated financial statements for external purposes in accordance with generally accepted accounting principles. Because
of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Management has
used the framework set forth in the report entitled Internal Control-Integrated Framework published by the Committee of Sponsoring
Organizations of the Treadway Commission, known as COSO, to evaluate the effectiveness of our internal control over financial reporting.
Based on this assessment, our Chief Executive Officer and Principal Financial Officer have concluded that our internal control
over financial reporting were not effective as of October 31, 2014. There has been no change in our internal controls over financial
reporting during our most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, our
internal controls over financial reporting.



The Company’s material weaknesses in financial reporting
were:



| | a. | There is no segregation of duties as our CEO is also our CFO.
| | -- | -------------------------------------------------------------



| | b. | 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.
| | -- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | c. | There were no changes in our internal control over financial reporting that occurred during the nine months ended September 30, 2014 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
| | -- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



13







PART II

OTHER INFORMATION



ITEM 1. LEGAL PROCEEDINGS



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 on February 17, 2015 in accordance with the settlement agreement.



ITEM 1A - RISK FACTORS



There were no material changes from the risk factors previously
disclosed in Part II, Item 1A, “Risk Factors” in our  Annual Report on Form 10-K for the year ended January 31,
2015 during our three months ended April 30, 2015.



ITEM 2.  UNREGISTERED SALES
OF EQUITY SECURITIES AND USE OF PROCEEDS SECURITIES



No
activity during this period.



ITEM 3.  DEFAULTS UPON SENIOR
SECURITIES



There were no defaults upon senior securities
during the period ended April 30, 2015.



ITEM 4.MINING SAFETY DISCLOSURES



N/A



ITEM 5.  OTHER INFORMATION



There is no information with respect
to which information is not otherwise called for by this form.



ITEM 6.  EXHIBITS



Exhibits filed herein for April 30,2015



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. (4)            
|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. (4)
|               |  |                                                                                                                                                                                          
|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
|--- | -------------------------------------------------------------------------------------------------------
|(2) | 10-SB/12g filed
on February 13, 2008                                                                   



*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.





14







SIGNATURES



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





|Registrant          | Gawk Incorporated
|------------------- | -----------------
|                    |                  
|Date: July 30, 2015 | By:              
|                    |                  
|                    |                  



|Registrant          | Gawk,
Incorporated
|------------------- | ------------------
|                    |                   
|Date: July 30, 2015 | By:               
|                    |                   
|                    |                   





15