Document_and_Entity_Informatio
Document and Entity Information | 3 Months Ended | |
Apr. 30, 2014 | Sep. 02, 2014 | |
Document and Entity Information [Abstract] | ' | ' |
Entity Registrant Name | 'Gawk Inc. | ' |
Entity Central Index Key | '0001546392 | ' |
Amendment Flag | 'false | ' |
Current Fiscal Year End Date | '--01-31 | ' |
Document Type | '10-Q | ' |
Document Period End Date | 30-Apr-14 | ' |
Document Fiscal Year Focus | '2014 | ' |
Document Fiscal Period Focus | 'Q1 | ' |
Entity Filer Category | 'Smaller Reporting Company | ' |
Entity Common Stock, Shares Outstanding | ' | 152,000,000 |
Consolidated_Balance_Sheets_Un
Consolidated Balance Sheets (Unaudited) (USD $) | Apr. 30, 2014 | Jan. 31, 2014 |
CURRENT ASSETS | ' | ' |
Cash | $3,847,779 | $1,034,210 |
Total current assets | 3,847,779 | 1,034,210 |
TOTAL ASSETS | 3,847,779 | 1,034,210 |
CURRENT LIABILITIES: | ' | ' |
Accounts payable and accrued liabilities | 114,772 | 146,559 |
Subscription payable | ' | 150,000 |
Investor payable | 2,077,200 | 1,378,000 |
Due to related party | 159,000 | 100,000 |
TOTAL LIABILITIES | 2,350,972 | 1,774,559 |
CONTINGENCIES AND COMMITMENTS | ' | ' |
STOCKHOLDERS' EQUITY (DEFICIT): | ' | ' |
Common stock, $0.001 par value, 650,000,000 shares authorized; 152,000,000 and 302,000,000 issued and outstanding; respectively | 152,000 | 302,000 |
Additional paid-in capital | 3,934,999 | 485,000 |
Accumulated other comprehensive loss | -442 | -442 |
Accumulated deficit | -2,589,751 | -1,526,907 |
TOTAL STOCKHOLDERS' EQUITY (DEFICIT) | 1,496,807 | -740,349 |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) | 3,847,779 | 1,034,210 |
Series A Preferred Stock [Member] | ' | ' |
STOCKHOLDERS' EQUITY (DEFICIT): | ' | ' |
Preferred stock, value | 1 | ' |
Series B Preferred Stock [Member] | ' | ' |
STOCKHOLDERS' EQUITY (DEFICIT): | ' | ' |
Preferred stock, value | ' | ' |
Series C Preferred Stock [Member] | ' | ' |
STOCKHOLDERS' EQUITY (DEFICIT): | ' | ' |
Preferred stock, value | ' | ' |
Consolidated_Balance_Sheets_Pa
Consolidated Balance Sheets (Parenthetical) (Unaudited) (USD $) | Apr. 30, 2014 | Jan. 31, 2014 |
Common stock, par value | $0.00 | $0.00 |
Common stock, shares authorized | 650,000,000 | 650,000,000 |
Common stock, shares issued | 152,000,000 | 302,000,000 |
Common stock, shares outstanding | 152,000,000 | 302,000,000 |
Series A Preferred Stock [Member] | ' | ' |
Preferred stock, par value | $0.00 | $0.00 |
Preferred stock, shares authorized | 1,000 | 1,000 |
Preferred stock, shares issued | 1,000 | 1,000 |
Series B Preferred Stock [Member] | ' | ' |
Preferred stock, par value | $0.00 | $0.00 |
Preferred stock, shares authorized | 50,000,000 | 50,000,000 |
Preferred stock, shares issued | ' | ' |
Preferred stock, shares outstanding | ' | ' |
Series C Preferred Stock [Member] | ' | ' |
Preferred stock, par value | $0.00 | $0.00 |
Preferred stock, shares authorized | 100 | 100 |
Preferred stock, shares issued | 7 | 7 |
Consolidated_Statements_of_Ope
Consolidated Statements of Operations and Comprehensive Income (Loss) (Unaudited) (USD $) | 3 Months Ended | |
Apr. 30, 2014 | Apr. 30, 2013 | |
Statement Of Operations and Comprehensive Income (Loss) [Abstract] | ' | ' |
REVENUE | ' | $1,572 |
OPERATING EXPENSES: | ' | ' |
General and administrative | 199,074 | 35,824 |
Research and development | 478,735 | ' |
Related party transactions | 385,035 | ' |
Total operating expenses | 1,062,844 | 35,824 |
NET LOSS | -1,062,844 | -34,252 |
Comprehensive income (loss): | ' | ' |
NET LOSS | -1,062,844 | -34,252 |
Other comprehensive income (loss) | ' | ' |
Foreign currency translation adjustments | ' | -259 |
Total comprehensive income (loss) | ($1,062,844) | ($34,511) |
NET LOSS PER COMMON SHARE: | ' | ' |
Basic and diluted | ($0.01) | $0 |
Weighted average common shares outstanding, basic and diluted | 210,333,333 | 300,000,000 |
Consolidated_Statements_of_Cas
Consolidated Statements of Cash Flows (Unaudited) (USD $) | 3 Months Ended | |
Apr. 30, 2014 | Apr. 30, 2013 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ' | ' |
Net loss | ($1,062,844) | ($34,252) |
Changes in operating assets and liabilities: | ' | ' |
Prepaid expenses and other current assets | ' | 1,617 |
Accounts payable and accrued liabilities | -31,787 | 1,619 |
Due to related party | 59,000 | ' |
Net cash used in operating activities | -1,035,631 | -31,016 |
CASH FLOWS FROM FINANCING ACTIVITIES: | ' | ' |
Refund of subscription payable | -150,000 | ' |
Proceeds for investor payable | 699,200 | ' |
Proceeds from the sale of Preferred C stock | 3,300,000 | ' |
Net cash provided by financing activities | 3,849,200 | ' |
Effect of exchange rate changes | ' | -259 |
INCREASE (DECREASE) IN CASH | 2,813,569 | -31,275 |
CASH, BEGINNING OF PERIOD | 1,034,210 | 106,410 |
CASH, END OF PERIOD | 3,847,779 | 75,135 |
SUPPLEMENTAL CASH FLOW INFORMATION: | ' | ' |
Interest paid | ' | ' |
Income taxes paid | ' | ' |
SUPPLEMENTAL DISCLOSURE OF NONCASH OPERATING AND FINANCING ACTIVITIES: | ' | ' |
Preferred A stock exchanged for common stock | $150,000 | ' |
Description_of_Business
Description of Business | 3 Months Ended |
Apr. 30, 2014 | |
Description of Business [Abstract] | ' |
DESCRIPTION OF BUSINESS | ' |
NOTE 1 - DESCRIPTION OF BUSINESS | |
We were incorporated in the state of Nevada on January 6, 2011 and our principal business address is 5300 Melrose Avenue, Suite 42, Los Angeles, CA 90038 telephone number 888-754-6190. We have a January 31 fiscal year end. In connection with the Stock Purchase, the company has changed its focus to engage in the business of online distribution of all digital content including but not limited to full length feature films, television series, sports, documentaries, live events via our proprietary content distribution network (CDN). | |
Basis_of_Presentation_of_Inter
Basis of Presentation of Interim Financial Statements and Significant Accounting Policies | 3 Months Ended |
Apr. 30, 2014 | |
Basis of Presentation of Interim Financial Statements and Significant Accounting Policies [Abstract] | ' |
BASIS OF PRESENTATION OF INTERIM FINANCIAL STATEMENTS AND SIGNIFICANT ACCOUNTING POLICIES | ' |
NOTE 2 – BASIS OF PRESENTATION OF INTERIM FINANCIAL STATEMENTS AND SIGNIFICANT ACCOUNTING POLICIES | |
Basis of Presentation of Interim Financial Statements | |
The Company prepares its consolidated financial statements in accordance with accounting principles generally accepted in the United States of America. The accompanying interim unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information in accordance with the instructions to Form 10-Q/A and Article 8 of Regulation S-X. In our opinion, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been included. Operating results for the three months ended April 30, 2014 are not necessarily indicative of the results that may be expected for the year ending January 31, 2015. Notes to the unaudited interim consolidated financial statements that would substantially duplicate the disclosures contained in the audited consolidated financial statements for fiscal year 2014 have been omitted; this report should be read in conjunction with the audited consolidated financial statements and the footnotes thereto for the fiscal year ended January 31, 2014 included within its Form 10-K as filed with the Securities and Exchange Commission. | |
Research and Development and Software Development Costs | |
Capitalization of certain software development costs are recorded after the determination of technological feasibility. Based on our product development process, technological feasibility is determined upon the completion of a working model. To date, costs incurred by us from the completion of the working model to the point at which the product is ready for general release have been insignificant. Accordingly, we have charged all such costs to research and development expense in the period incurred. Our research and development costs for the three months ended April 30, 2014 and 2013 were $478,735 and $0.00, respectively. | |
Share-Based Compensation | |
The Company measures the cost of services received in exchange for an award of an equity instrument based on the grant-date fair value of the award. Compensation cost is recognized over the vesting or requisite service period. The Black-Scholes option-pricing model is used to estimate the fair value of options or warrants granted. There were no options or warrants issued by the Company during the three months ended April 30, 2014 and 2013. | |
Basic and Diluted Net Loss per Common Share | |
Basic income (loss) per share is computed by dividing net income (loss) available to common shareholders by the weighted average number of common shares outstanding during the reporting period. The weighted average number of shares is calculated by taking the number of shares outstanding and weighting them by the amount of time that they were outstanding. Diluted earnings per share reflects the potential dilution that could occur if stock options, warrants, and other commitments to issue common stock were exercised or equity awards vest resulting in the issuance of common stock that could share in the earnings of the Company. As of April 30, 2014 and April 30, 2013 the Company had no potentially dilutive instruments outstanding. | |
Diluted loss per share is the same as basic loss per share during periods where net losses are incurred since the inclusion of the potential common stock equivalents would be anti-dilutive as a result of the net loss. |
Going_Concern_Issues
Going Concern Issues | 3 Months Ended |
Apr. 30, 2014 | |
Going Concern Issues [Abstract] | ' |
GOING CONCERN ISSUES | ' |
NOTE 3 - GOING CONCERN ISSUES | |
The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which contemplate continuation of the Company as a going concern. However, the Company has a net loss for the three months ended April 30, 2014 of $1,062,844, an accumulated deficit of $2,589,751, cash flows used by operating activities of $1,035,631 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. |
Related_Party_Transactions
Related Party Transactions | 3 Months Ended | ||||||
Apr. 30, 2014 | |||||||
Related Party Transactions [Abstract] | ' | ||||||
RELATED PARTY TRANSACTIONS | ' | ||||||
NOTE 4– RELATED PARTY TRANSACTIONS | |||||||
In a Board Consent dated March 6, 2014 the Board of Directors approved the filing of a Certificate of Designation establishing the designations, preferences, limitations and relative rights of the Company’s Series A Preferred Stock (the “Designation” and the “Series A Preferred Stock”). The Board of Directors authorized the issuance of 1,000 shares of Series A Preferred Stock, which the Board agreed to issue to TEKNOVU or its assigns, upon the Company filing the Certificate of Designation with the Nevada Secretary of State. In exchange, TEKNOVU surrendered 150,000,000 common shares TEKNOVU is controlled by our CEO and is a related party. The terms of the Certificate of Designation of the Series A Preferred Stock, which was filed with the State of Nevada on March 6, 2014, include the right to vote in aggregate, on all shareholder matters equal to 51% of the total vote (“Super Majority Voting Rights”). The Series A Preferred Stock will be entitled to this 51% voting right no matter how many shares of common stock or other voting stock of the Company are issued or outstanding in the future. | |||||||
As of April 30, 2014 and year ended January 31, 2014, the current CEO had unpaid salaries of $159,000 and $100,000, respectively. | |||||||
Related Party Expenses for the three months ended April 30, 2014: | |||||||
Legal | Personal Expenses of Mars Callahan | $ | 102,115 | ||||
Unauthorized withdrawals | Personal Expenses of John Hermansen | 177,215 | |||||
Unauthorized withdrawals | Personal Expenses of Mars Callahan | 105,705 | |||||
Related Party Expenses | $ | 385,035 | |||||
The above related party expenses are unauthorized withdrawal of expenses for personal expenses and past legal bills of Mars Callahan. | |||||||
On August 20, 2013 the Company entered into an employment agreement with Scott Kettle the Chief Executive Officer. The Fixed Annual Compensation. The Company shall pay to Employee salary ("Fixed Annual Compensation") at the rate of $240,000 per annum beginning on August 20, 2013; at the rate of $300,000 per annum beginning on August 20, 2014; and at the rate of $360,000 per annum beginning on August 20, 2015. Fixed Annual Compensation is payable to the Employee in accordance with the Company’s usual salary practices, but in no event less than once monthly. | |||||||
The 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. |
Equity
Equity | 3 Months Ended |
Apr. 30, 2014 | |
Equity [Abstract] | ' |
EQUITY | ' |
NOTE 5 - EQUITY | |
On November 11, 2013, the Board of Directors of the Company approved a proposal to amend the Company’s Articles of Incorporation (the “Articles of Incorporation”) to provide for an increase in the authorized shares of the Company's Common Stock and Preferred Stock. The Amended and Restated Articles of Incorporation of the Company were filed with the Nevada Secretary of State on November 14, 2013 and authorize Seven Hundred Fifty Million (750,000,000) shares of $.001 par value capital stock, of which One Hundred Million (100,000,000) shares are designated $.001 par value preferred stock (the “Preferred Stock”) and Six Hundred Fifty Million (650,000,000) shares are designated $.001 common stock (the “Common Stock”). | |
On August 22, 2013, the Company affected a forward split of 30 shares for each one share outstanding as of August 22, 2013, where each stockholder will receive 30 additional shares for each share owned as of the record date. All share amounts in this report have been retroactively adjusted for all periods presented to reflect this forward split. | |
The Company entered into a Stock Purchase Agreement on January 20, 2014 and the investor requested the return of their investment of $150,000. The Company returned those funds on February 12, 2014. This has been accrued as Subscription Payable as of January 31, 2014. | |
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. As of April 30, 2014 the Company has accounted for as an investor payable in the amount of $2,077,200. | |
Amendment of Articles of Incorporation | |
On November 14, 2013, the Company likewise filed with the Nevada Secretary of State two Certificates of Designation, setting forth the rights and restrictions upon two new Series of Preferred Stock authorized in the foregoing Amended and Restated Articles of Incorporation. | |
Preferred Stock | |
Series A Preferred Stock | |
On March 6, 2014 the Board of Directors approved the filing of a Certificate of Designation establishing the designations, preferences, limitation and relative rights of the Company’s Series A Preferred Stock. The Board of Directors authorized the issuance of 1,000 shares of Series A Preferred Stock. 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. | |
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. | |
In November 14, the Company issued 8,000,000 Preferred B Warrants with the acquisition of Poker Junkies LLC. These Preferred Series B Warrants once exercised the Company would issue Preferred Series B stock. From January 31, 2014 through April 30, 2014, the Company issued 699,200 of Series B Preferred stock of $699,200. On June 18, 2014 the Company rescinded this transaction as Mr. John Hermansen refused to deliver the Preferred Series B warrants. On June 18, 2014, the Board of Directors agreed that since Mr. Hermansen refused to deliver the Preferred Series B warrants that were exercised the Company will issue common stock in lieu of issuing Convertible Preferred Series B shares. The Company intends to issue common stock at 125% of the value of the stock of the Preferred Series B investment. | |
On December 31, 2013 the Company issued 18 Series C Preferred Stock for the purchase of the assets of High Profile Distribution, LLC. On June 18, 2014 the Company rescinded this transaction for the failure of Mr. Callahan to deliver the assets purchased. | |
On April 11, 2014, GAWK Incorporated (the "Company") and Doyle Knudson, an individual (the "Purchaser") entered into a Series C Preferred Stock Purchase Agreement dated as of April 10, 2014, pursuant to which the Company has agreed to sell, and the Purchaser has agreed to purchase, seven (7) shares of Series C Preferred Stock for an aggregate purchase price of $3,300,000 (the "Transaction"). The Series C Preferred Stock Purchase Agreement contains standard representations and warranties and provides that closing is subject to minimal closing conditions including a bring down of the representations and warranties of the parties, payment and delivery of a stock certificate. Pursuant to the Series C Preferred Stock Purchase Agreement, if the Purchaser requests, the Company shall add the Purchaser to the Company's board of directors. After closing the Transaction and for so long as Purchaser owns at least one share of Series C Preferred Stock or at least five percent (5%) of the Company's outstanding Common Stock, the Purchaser shall receive executive producer credit and reasonable executive producer fees in an amount to be determined by the parties in good faith in association with the production of all new original content produced by the Company. |
Subsequent_Events
Subsequent Events | 3 Months Ended |
Apr. 30, 2014 | |
Subsequent Events [Abstract] | ' |
SUBSEQUENT EVENTS | ' |
NOTE 6– SUBSEQUENT EVENTS | |
In accordance with the Subsequent Events Topic of the FASB ASC 855, Management has evaluated subsequent events, and has determined that the following events are reasonably likely to impact the financial statements: | |
On May 29, 2014 the Company entered into a consulting agreement with BCMG Entertainment, Inc. for $100,000 to provide services for the procurement of content from movies, television series, music videos, shorts, animated films, live sporting events, and other Company business models. | |
On June 9, 2014 the company entered into a consulting agreement with Kamrol Imperial Corporation for $450,000. This agreement will assist management in developing a practical and effective strategic marketing and social media planning program, company branding, assessment of current technology and develop a technology roadmap, provide merger and acquisition assistance, and management consulting services. | |
On June 10, 2014 the Company entered into a consulting agreement with BCMG Entertainment, Inc. for $125,000 to provide services for the procurement of content from movies, television series, music videos, shorts, animated films, live sporting events, and other Company business models. | |
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 month encryption licensing agreement to incorporate into our existing web based software and 3,000,000 common shares of Cloud through a consulting agreement with Gawk, Inc. The licensing agreement will protect members of our platform from hackers and other privacy intrusion vehicles. Cipherloc has various features that will further protect our members and end users of our web developed platform. | |
CipherLoc™ is the first truly Polymorphic Cipher Engine that can be used in commercial, security sensitive applications and is far more secure than any cipher by itself. This PKPA Engine eliminates replay attacks because the cipher morphs quickly over time. It also rejects data access and injection, false commands, and data alteration. All such methods are keys to cyber intrusion, spoofing, and electronic attacks. CipherLoc™ is one facet of a layered defense in depth protection plan for any organization. Cost effective and easy to use, the CipherLoc™ Polymorphic Cipher Engine provides an electronic gate that restricts access to vital assets, production facilities, and distribution systems that comprise the backbone of today’s electronics based organizations. | |
A polymorphic cipher has the ability to change an encryption to another method of encryption or key on the fly and is more commonly known as a “mutating” cipher. Polymorphic ciphers are a revolutionary idea based on the information content in a message rather than the difficulty of the key. Using advanced set theory and information theory, this encryption method does not rely exclusively on large keys and complicated permutation/obscuring techniques. This makes the algorithm faster, thus, allowing cipher changes to occur VERY quickly, and requires less memory than other encryptions. Polymorphic changes take place at a rate no slower than the effective “unicity distance” (that certain amount of information needed in order to decrypt an encrypted message) of the cipher, more frequently than enough information can be collected to break the code. Most other ciphers are easily broken as hardware gets faster because it is easier to check all possible keys in the cipher key space. However, if a polymorphic cipher is implemented properly, the speed of the encryption will increase as the hardware gets faster. Thus, unlike other ciphers, this type of software becomes safer as computers get faster. | |
On June 17, 2014 a verified complaint was filed in Maricopa County, Arizona being case number CV 2014-008511 against the Company by an investor known as Doyle Knudson. On August 22, 2014 the parties settled this case recognizing that the settlement constitutes a compromise of disputed claims by the respective Parties, liability for which is expressly denied by the Parties. The summary of the settlement is as follows: | |
The Company transferred $750,000 to Mr. Knudson on the day of settlement, executed a $1.8 million Convertible Promissory Note with a conversion price of $0.10 per share, a Settlement Agreement and amended Mr. Knudson’s Series C Preferred Stock Purchase Agreement to provide that Mr. Knudson can convert his seven (7) Series C Preferred shares into common stock at any time after the date of this Settlement Agreement. The Company has also amended the Certificate of Designation for the Series C Preferred shares to reflect that the shares are convertible on any date after the date of this Settlement Agreement as reflected in the Amendment to the Certificate of Designation | |
Mr. Knudson will be filing a Stipulation to Dismiss the Lawsuit with prejudice. |
Basis_of_Presentation_of_Inter1
Basis of Presentation of Interim Financial Statements and Significant Accounting Policies (Policies) | 3 Months Ended |
Apr. 30, 2014 | |
Basis of Presentation of Interim Financial Statements and Significant Accounting Policies [Abstract] | ' |
Basis of Presentation of Interim Financial Statements | ' |
Basis of Presentation of Interim Financial Statements | |
The Company prepares its consolidated financial statements in accordance with accounting principles generally accepted in the United States of America. The accompanying interim unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information in accordance with the instructions to Form 10-Q/A and Article 8 of Regulation S-X. In our opinion, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been included. Operating results for the three months ended April 30, 2014 are not necessarily indicative of the results that may be expected for the year ending January 31, 2015. Notes to the unaudited interim consolidated financial statements that would substantially duplicate the disclosures contained in the audited consolidated financial statements for fiscal year 2014 have been omitted; this report should be read in conjunction with the audited consolidated financial statements and the footnotes thereto for the fiscal year ended January 31, 2014 included within its Form 10-K as filed with the Securities and Exchange Commission. | |
Research and Development and Software Development Costs | ' |
Research and Development and Software Development Costs | |
Capitalization of certain software development costs are recorded after the determination of technological feasibility. Based on our product development process, technological feasibility is determined upon the completion of a working model. To date, costs incurred by us from the completion of the working model to the point at which the product is ready for general release have been insignificant. Accordingly, we have charged all such costs to research and development expense in the period incurred. Our research and development costs for the three months ended April 30, 2014 and 2013 were $478,735 and $0.00, respectively. | |
Share-Based Compensation | ' |
Share-Based Compensation | |
The Company measures the cost of services received in exchange for an award of an equity instrument based on the grant-date fair value of the award. Compensation cost is recognized over the vesting or requisite service period. The Black-Scholes option-pricing model is used to estimate the fair value of options or warrants granted. There were no options or warrants issued by the Company during the three months ended April 30, 2014 and 2013. | |
Basic and Diluted Net Loss per Common Sh | ' |
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 April 30, 2014 and April 30, 2013 the Company had no potentially dilutive instruments outstanding. | |
Diluted loss per share is the same as basic loss per share during periods where net losses are incurred since the inclusion of the potential common stock equivalents would be anti-dilutive as a result of the net loss. | |
Related_Party_Transactions_Tab
Related Party Transactions (Tables) | 3 Months Ended | ||||||
Apr. 30, 2014 | |||||||
Related Party Transactions [Abstract] | ' | ||||||
Summary of related party expenses | ' | ||||||
Legal | Personal Expenses of Mars Callahan | $ | 102,115 | ||||
Unauthorized withdrawals | Personal Expenses of John Hermansen | 177,215 | |||||
Unauthorized withdrawals | Personal Expenses of Mars Callahan | 105,705 | |||||
Related Party Expenses | $ | 385,035 | |||||
Basis_of_Presentation_of_Inter2
Basis of Presentation of Interim Financial Statements and Significant Accounting Policies (Details) (USD $) | 3 Months Ended | |
Apr. 30, 2014 | Apr. 30, 2013 | |
Basis of Presentation of Interim Financial Statements and Significant Accounting Policies (Textual) | ' | ' |
Research and Development Expense | $478,735 | ' |
Going_Concern_Issues_Details
Going Concern Issues (Details) (USD $) | 3 Months Ended | ||
Apr. 30, 2014 | Apr. 30, 2013 | Jan. 31, 2014 | |
Going Concern Issues (Textual) | ' | ' | ' |
Net loss | ($1,062,844) | ($34,252) | ' |
Accumulated deficit | -2,589,751 | ' | -1,526,907 |
Net cash used in operating activities | ($1,035,631) | ($31,016) | ' |
Related_Party_Transactions_Det
Related Party Transactions (Details) (USD $) | 3 Months Ended |
Apr. 30, 2014 | |
Related Party Transaction [Line Items] | ' |
Related Party Expenses | $385,035 |
Legal [Member] | Personal Expenses of Mars Callahan [Member] | ' |
Related Party Transaction [Line Items] | ' |
Related Party Expenses | 102,115 |
Unauthorized withdrawals [Member] | Personal Expenses of Mars Callahan [Member] | ' |
Related Party Transaction [Line Items] | ' |
Related Party Expenses | 105,705 |
Unauthorized withdrawals [Member] | Personal Expenses of John Hermansen [Member] | ' |
Related Party Transaction [Line Items] | ' |
Related Party Expenses | $177,215 |
Related_Party_Transactions_Det1
Related Party Transactions (Details Textual) (USD $) | 0 Months Ended | 3 Months Ended | 3 Months Ended | 0 Months Ended | ||||
Aug. 20, 2013 | Apr. 30, 2014 | Jan. 31, 2014 | Apr. 30, 2014 | Apr. 30, 2014 | Mar. 06, 2014 | Apr. 30, 2014 | Jan. 31, 2014 | |
August 20, 2014 [Member] | August 20, 2015 [Member] | Series A Preferred Stock [Member] | Series A Preferred Stock [Member] | Series A Preferred Stock [Member] | ||||
Related Party Transactions (Textual) | ' | ' | ' | ' | ' | ' | ' | ' |
Preferred stock, shares authorized | ' | ' | ' | ' | ' | 1,000 | 1,000 | 1,000 |
Unpaid salaries | ' | $159,000 | $100,000 | ' | ' | ' | ' | ' |
Cancelllation of common stock shares | ' | ' | ' | ' | ' | 150,000,000 | ' | ' |
Preferred stock, voting rights | ' | 'Holders of the Series A Preferred Stock will be entitle to this 51% voting right no matter how many shares of common stock or other voting stock of the Company are issued or outstanding in the future. | ' | ' | ' | '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. | ' | ' |
Fixed annual compensation | 240,000 | ' | ' | 300,000 | 360,000 | ' | ' | ' |
Cash bonus | ' | $150,000 | ' | ' | ' | ' | ' | ' |
Equity_Details
Equity (Details) (USD $) | 0 Months Ended | 3 Months Ended | 0 Months Ended | 0 Months Ended | 3 Months Ended | 3 Months Ended | 0 Months Ended | 3 Months Ended | |||||||||||
Feb. 12, 2014 | Aug. 22, 2013 | Apr. 30, 2014 | Jan. 31, 2014 | Mar. 06, 2014 | Apr. 30, 2014 | Jan. 31, 2014 | Jan. 31, 2014 | Apr. 30, 2014 | Apr. 30, 2014 | Jan. 31, 2014 | Apr. 30, 2014 | Apr. 30, 2014 | Dec. 31, 2013 | Apr. 11, 2014 | Apr. 30, 2014 | Jan. 31, 2014 | Nov. 14, 2013 | Apr. 30, 2014 | |
Series A Preferred Stock [Member] | Series A Preferred Stock [Member] | Series A Preferred Stock [Member] | Series B Preferred Stock [Member] | Series B Preferred Stock [Member] | Preferred B Warrants [Member] | Preferred B Warrants [Member] | Series B Convertible Preferred stock [Member] | Series C Convertible Preferred Stock [Member] | Series C Convertible Preferred Stock [Member] | Series C Preferred Stock [Member] | Series C Preferred Stock [Member] | Series C Preferred Stock [Member] | Board of Directors [Member] | Poker Junkies Llcs [Member] | |||||
Preferred B Warrants [Member] | |||||||||||||||||||
Equity (Textual) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Preferred Stock, Shares Issued | ' | ' | ' | ' | ' | 1,000 | 1,000 | ' | ' | ' | ' | ' | ' | 18 | ' | 7 | 7 | ' | ' |
Preferred stock, shares authorized | ' | ' | ' | ' | 1,000 | 1,000 | 1,000 | 50,000,000 | 50,000,000 | ' | ' | 50,000,000 | 100 | ' | ' | 100 | 100 | 100,000,000 | ' |
Preferred stock, par value | ' | ' | ' | ' | ' | $0.00 | $0.00 | $0.00 | $0.00 | ' | ' | ' | ' | ' | ' | $0.00 | $0.00 | $0.00 | ' |
Common stock, shares authorized | ' | ' | 650,000,000 | 650,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 650,000,000 | ' |
Common stock, par value | ' | ' | $0.00 | $0.00 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $0.00 | ' |
Description of forward stock split | ' | '30 shares for each one share outstanding | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Capital stock, Shares authorized | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 750,000,000 | ' |
Capital stock, Par value | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $0.00 | ' |
Return on investment | $150,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Investor payable | ' | ' | 2,077,200 | 1,378,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common stock, Description | ' | ' | ' | ' | ' | ' | ' | ' | 'The Company intends to issue common stock at 125% of the value of the stock of the Preferred Series B investment. | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Preferred stock, shares issued | ' | ' | ' | ' | ' | ' | ' | 1,028,000 | 699,200 | ' | ' | ' | ' | ' | ' | ' | ' | ' | 8,000,000 |
Preferred stock, Value | ' | ' | ' | ' | ' | ' | ' | ' | ' | 699,200 | 1,028,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Preferred stock, voting rights | ' | ' | 'Holders of the Series A Preferred Stock will be entitle to this 51% voting right no matter how many shares of common stock or other voting stock of the Company are issued or outstanding in the future. | ' | '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. | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Conversion of preferred stock, description | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 'Each Share of Series B Preferred Stock is convertible into the Common Stock of the Company on the basis of One (1) Series B Preferred Share for One and One Quarter (1.25) Common Shares (1:1.25) Each Share of Series B Preferred Stock is convertible into the Common Stock of the Company on the basis of One (1) Series B Preferred Share for One and One Quarter (1.25) Common Shares (1:1.25). | 'Each share of Series C Preferred Stock shall be convertible, at the option of the holder thereof and subject to notice requirements at any time following Twelve (12) Months from the issuance of such shares of Series C Stock. | ' | ' | ' | ' | ' | ' |
Conversion of Series C stock | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,000,000 | ' | ' | ' | ' | ' | ' |
Warrants outstanding | ' | ' | ' | 8,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Warrants issued | ' | ' | ' | 8,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Warrants, Description | ' | ' | 'The warrants had a holding period of 6 months and were excisable at 125% of the common stock. | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Exercise price of warrants | ' | ' | $0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Ownership percentage | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 5.00% | ' | ' | ' | ' |
Series C Preferred Stock, Shares | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 7 | ' | ' | ' | ' |
Series C Preferred Stock, Purchase price | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $3,300,000 | ' | ' | ' | ' |
Subsequent_Events_Details
Subsequent Events (Details) (Subsequent Event [Member], USD $) | 0 Months Ended | 1 Months Ended | 0 Months Ended | 1 Months Ended | |
Jun. 10, 2014 | 29-May-14 | Jun. 09, 2014 | Jun. 11, 2014 | Aug. 22, 2014 | |
BCMG Entertainment, Inc [Member] | BCMG Entertainment, Inc [Member] | Kamrol Imperial Corporation [Member] | Cloud Medical Doctor Software Corporation [Member] | Convertible promissory note [Member] | |
Subsequent events (Textual) | ' | ' | ' | ' | ' |
Professional fees | $125,000 | $100,000 | $450,000 | $1,125,000 | ' |
Licensing agreement, Useful life | ' | ' | ' | '48 months | ' |
Purchase of common shares of cloud through consulting agreement | ' | ' | ' | 3,000,000 | ' |
Litigation settlement to Mr. Knudson | ' | ' | ' | ' | 750,000 |
Convertible promissory note, Amount | ' | ' | ' | ' | $1,800,000 |
Convertible promissory note, Conversion price | ' | ' | ' | ' | $0.10 |