Document_and_Entity_Informatio
Document and Entity Information | 9 Months Ended | |
Oct. 31, 2014 | Dec. 14, 2014 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | Gawk Inc. | |
Entity Central Index Key | 1546392 | |
Amendment Flag | FALSE | |
Current Fiscal Year End Date | -30 | |
Document Type | 10-Q | |
Document Period End Date | 31-Oct-14 | |
Document Fiscal Year Focus | 2015 | |
Document Fiscal Period Focus | Q3 | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 159,880,000 |
Consolidated_Balance_Sheets_Un
Consolidated Balance Sheets (Unaudited) (USD $) | Oct. 31, 2014 | Jan. 31, 2014 |
CURRENT ASSETS | ||
Cash | $385,620 | $1,034,210 |
Securities - available for sale | 69,900 | |
Accounts recievable | 840 | |
Total current assets | 456,360 | 1,034,210 |
Proprietory technology and intangbiles, net | 1,725,000 | |
Goodwill | 1,318,870 | |
TOTAL ASSETS | 3,500,230 | 1,034,210 |
CURRENT LIABILITIES: | ||
Accounts payable and accrued liabilities | 286,549 | 146,559 |
Notes payable RNC Media | 10,000 | |
Convertible note payable net of discount $298,500 and $0 | 1,501,500 | |
Subscription payable | 150,000 | |
Investor payable - common stock | 1,289,200 | 1,378,000 |
Investor payable - preferred stock | 1,000,000 | |
Due to related party | 188,854 | 100,000 |
TOTAL LIABILITIES | 4,276,103 | 1,774,559 |
CONTINGENCIES AND COMMITMENTS | ||
STOCKHOLDERS' EQUITY (DEFICIT): | ||
Common stock, $0.001 par value, 650,000,000 shares authorized; 159,880,000 and 302,000,000 issued and outstanding, repectively | 159,880 | 302,000 |
Additional paid-in capital | 5,953,251 | 485,000 |
Accumulated other comprehensive loss | -442 | -442 |
Accumulated deficit | -6,888,563 | -1,526,907 |
TOTAL STOCKHOLDERS' EQUITY (DEFICIT) | -775,873 | -740,349 |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) | 3,500,230 | 1,034,210 |
Series A Preferred Stock [Member] | ||
STOCKHOLDERS' EQUITY (DEFICIT): | ||
Preferred stock, value | 1 | |
Series B Preferred Stock [Member] | ||
STOCKHOLDERS' EQUITY (DEFICIT): | ||
Preferred stock, value | ||
Series C Preferred Stock [Member] | ||
STOCKHOLDERS' EQUITY (DEFICIT): | ||
Preferred stock, value |
Consolidated_Balance_Sheets_Pa
Consolidated Balance Sheets (Parenthetical) (Unaudited) (USD $) | Oct. 31, 2014 | Jan. 31, 2014 |
Convertible note payable net of discount | $298,500 | $0 |
Common stock, par value | $0.00 | $0.00 |
Common stock, shares authorized | 650,000,000 | 650,000,000 |
Common stock, shares issued | 159,880,000 | 302,000,000 |
Common stock, shares outstanding | 159,880,000 | 302,000,000 |
Series A Preferred Stock [Member] | ||
Preferred stock, par value | $0.00 | $0.00 |
Preferred stock, shares authorized | 1,000 | 1,000 |
Preferred stock, shares issued | 1,000 | |
Preferred stock, shares outstanding | 1,000 | |
Series B Preferred Stock [Member] | ||
Preferred stock, par value | $0.00 | $0.01 |
Preferred stock, shares authorized | 50,000,000 | 50,000,000 |
Preferred stock, shares issued | ||
Preferred stock, shares outstanding | ||
Series C Preferred Stock [Member] | ||
Preferred stock, par value | $0.00 | $0.00 |
Preferred stock, shares authorized | 100 | 100 |
Preferred stock, shares issued | 7 | |
Preferred stock, shares outstanding | 7 |
Consolidated_Statements_of_Ope
Consolidated Statements of Operations and Comprehensive Income (Loss) (Unaudited) (USD $) | 3 Months Ended | 9 Months Ended | ||
Oct. 31, 2014 | Oct. 31, 2013 | Oct. 31, 2014 | Oct. 31, 2013 | |
Statement Of Operations and Comprehensive Income (Loss) [Abstract] | ||||
REVENUE | $105,000 | $105,000 | $1,572 | |
OPERATING EXPENSES: | ||||
General and administrative | 498,716 | 124,828 | 1,774,647 | 165,585 |
Research and development | 79,838 | 611,980 | ||
Legal settlement | 2,550,000 | 2,550,000 | ||
Related party transactions | 401,035 | |||
Total operating expenses | 3,128,554 | 124,828 | 5,337,662 | 165,585 |
OTHER (INCOME) EXPENSES: | ||||
Interest income | -820 | -820 | ||
(Gain)/Loss on change in fair value of marketable securities | 35,100 | 35,100 | ||
Interest expense | 94,714 | 94,714 | ||
Total other (income) expenses | 128,994 | 128,994 | ||
NET LOSS | -3,152,548 | -124,828 | -5,361,656 | -164,013 |
Comprehensive income (loss): | ||||
NET LOSS | -3,152,548 | -124,828 | -5,361,656 | -164,013 |
Other comprehensive income (loss) | ||||
Foreign currency translation adjustments | -169 | -352 | ||
Total comprehensive income (loss) | ($3,152,548) | ($124,997) | ($5,361,656) | ($164,365) |
NET LOSS PER COMMON SHARE: | ||||
Basic and diluted | ($0.02) | $0 | ($0.03) | $0 |
outstanding, basic and diluted | 152,856,522 | 301,108,696 | 170,969,963 | 300,373,626 |
Consolidated_Statements_of_Cas
Consolidated Statements of Cash Flows (Unaudited) (USD $) | 9 Months Ended | |
Oct. 31, 2014 | Oct. 31, 2013 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | ($5,361,656) | ($164,013) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Common stock issued for services | 40,000 | |
Amortization of debt discount | 59,700 | |
Revenues from the receipt of securities for consulting | -105,000 | |
(Gain)/Loss on change in fair value of marketable securities | 35,100 | |
Convertible note payable due to legal settlement | 1,800,000 | |
Changes in operating assets and liabilities: | ||
Accounts receivable | -840 | |
Prepaid expenses and other current assets | 2,858 | |
Accounts payable and accrued liabilities | 146,552 | -9,318 |
Net cash used in operating activities | -3,426,144 | -130,473 |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Purchase of intangible assets | -1,125,000 | |
Net cash used in investing activities | -1,125,000 | |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Advances from shareholder | 53,354 | 26,537 |
Repayment of advances from shareholders | -12 | |
Refund of subscription payable | -150,000 | |
Proceeds for investor payable | 699,200 | |
Proceeds from the sale of Preferred C stock | 3,300,000 | |
Net cash provided by financing activities | 3,902,554 | 26,525 |
Effect of exchange rate changes | -352 | |
INCREASE (DECREASE) IN CASH | -648,590 | -104,300 |
CASH, BEGINNING OF PERIOD | 1,034,210 | 106,410 |
CASH, END OF PERIOD | 385,620 | 2,110 |
SUPPLEMENTAL CASH FLOW INFORMATION: | ||
Interest paid | ||
Income taxes paid | ||
SUPPLEMENTAL DISCLOSURE OF NONCASH OPERATING AND FINANCING ACTIVITIES: | ||
Preferred A stock exchanged for common stock | 150,000 | |
Debt from RND Media | 10,000 | |
Preferred shares payable for acquisition | 1,000,000 | |
Accounts payable assumed from acquisition | 1,535 | |
Preferred converted into common | 788,000 | |
Assets assumed from acquisition | 797,597 | |
Debt discount due to BCF | 358,200 | |
Options issued for acquisition | $879,932 |
Description_of_Business
Description of Business | 9 Months Ended |
Oct. 31, 2014 | |
Description of Business [Abstract] | |
DESCRIPTION OF BUSINESS | NOTE 1 - DESCRIPTION OF BUSINESS |
We were incorporated in the state of Nevada on January 6, 2011 and our principal business address is 5300 Melrose Avenue, Suite 42, Los Angeles, CA 90038 telephone number 888-754-6190. We have a January 31 fiscal year end. In connection with the Stock Purchase, the company has changed its focus to engage in the business of online distribution of all digital content including but not limited to full length feature films, television series, sports, documentaries, live events via our proprietary content distribution network (CDN). On October 30, 2014 the Company acquired a company called Webrunners, LLC. As of October 30, 2014 Webrunner, LLC is an wholly owned subsidiary of the Company. |
Basis_of_Presentation_of_Inter
Basis of Presentation of Interim Financial Statements and Significant Accounting Policies | 9 Months Ended | ||||||||||||||||
Oct. 31, 2014 | |||||||||||||||||
Basis of Presentation of Interim Financial Statements and Significant Accounting Policies [Abstract] | |||||||||||||||||
BASIS OF PRESENTATION OF INTERIM FINANCIAL STATEMENTS AND SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 – BASIS OF PRESENTATION OF INTERIM FINANCIAL STATEMENTS AND SIGNIFICANT ACCOUNTING POLICIES | ||||||||||||||||
Basis of Presentation of Interim Financial Statements | |||||||||||||||||
The Company prepares its consolidated financial statements in accordance with accounting principles generally accepted in the United States of America. The accompanying interim unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information in accordance with the instructions to Form 10-Q/A and Article 8 of Regulation S-X. In our opinion, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been included. Operating results for the nine months ended October 31, 2014 are not necessarily indicative of the results that may be expected for the year ending January 31, 2015. Notes to the unaudited interim consolidated financial statements that would substantially duplicate the disclosures contained in the audited consolidated financial statements for fiscal year 2014 have been omitted; this report should be read in conjunction with the audited consolidated financial statements and the footnotes thereto for the fiscal year ended January 31, 2014 included within its Form 10-K as filed with the Securities and Exchange Commission. | |||||||||||||||||
Research and Development and Software Development Costs | |||||||||||||||||
Capitalization of certain software development costs are recorded after the determination of technological feasibility. Based on our product development process, technological feasibility is determined upon the completion of a working model. To date, costs incurred by us from the completion of the working model to the point at which the product is ready for general release have been insignificant. Accordingly, we have charged all such costs to research and development expense in the period incurred. Our research and development costs for the three months ended October 31, 2014 and 2013 were $79,838 and $0.00, as compared to nine months ended October 31, 2014 of $611,980 and $0.00, respectively. | |||||||||||||||||
Marketable securities and other investments | |||||||||||||||||
We classify our investment securities as available-for-sale. Available-for-sale securities are recorded at fair value. Unrealized gains and losses, net of the related tax effect, on available-for-sale securities are excluded from earnings and are reported as a component of accumulated other comprehensive income (loss) until realized. Realized gains and losses from the sale of available-for-sale securities are determined on a specific identification basis. Dividend and interest income are recognized when earned. | |||||||||||||||||
Our marketable securities are held as “available-for-sale” pursuant to Statement of Financial Accounting Standards No. 115, “Accounting for Certain Investments in Debt and Equity Securities.” We classify these investments as current assets and carry them at fair value. Unrealized gains and losses are recorded as a separate component of stockholders’ equity as accumulated other comprehensive income. We recognize all realized gains and losses on our available-for-sale securities in interest and other income in the accompanying statement of operations. Our marketable securities are maintained at one financial institution and are governed by our investment policy as approved by our Board of Directors. | |||||||||||||||||
To date we have not recorded any impairment charges on marketable securities related to other-than-temporary declines in market value. We would recognize an impairment charge when the decline in the estimated fair value of a marketable security below the amortized cost is determined to be other-than-temporary. We consider various factors in determining whether to recognize an impairment charge, including the duration of time and the severity to which the fair value has been less than our amortized cost, any adverse changes in the investees’ financial condition and our intent and ability to hold the marketable security for a period of time sufficient to allow for any anticipated recovery in market value. | |||||||||||||||||
We adopted Statement of ASC 320, “The Fair Value Option for Financial Assets and Financial Liabilities. Under this statement, an entity may elect to use fair value to measure eligible items. The adoption of this statement did not have an impact on our results of operations or financial condition. | |||||||||||||||||
Share-Based Compensation | |||||||||||||||||
The Company measures the cost of services received in exchange for an award of an equity instrument based on the grant-date fair value of the award. Compensation cost is recognized over the vesting or requisite service period. The Black-Scholes option-pricing model is used to estimate the fair value of options or warrants granted. There were 9,100,000 options and no warrants issued by the Company during the nine months ended October 31, 2014 and 2013. The 9,100,000 options were issued in accordance with the business combination of Webrunner, LLC, and See Note 8 – Business Combination. | |||||||||||||||||
Basic and Diluted Net Loss per Common Share | |||||||||||||||||
Basic income (loss) per share is computed by dividing net income (loss) available to common shareholders by the weighted average number of common shares outstanding during the reporting period. The weighted average number of shares is calculated by taking the number of shares outstanding and weighting them by the amount of time that they were outstanding. Diluted earnings per share reflects the potential dilution that could occur if stock options, warrants, and other commitments to issue common stock were exercised or equity awards vest resulting in the issuance of common stock that could share in the earnings of the Company. As of October 31, 2014 and 2013, the Company had no potentially dilutive instruments outstanding. | |||||||||||||||||
Diluted loss per share is the same as basic loss per share during periods where net losses are incurred since the inclusion of the potential common stock equivalents would be anti-dilutive as a result of the net loss. | |||||||||||||||||
Fair Value of Financial Instruments | |||||||||||||||||
The Company's financial instruments consist primarily of cash, accounts payable and accrued expenses, and debt. The carrying amounts of such financial instruments approximate their respective estimated fair value due to the short-term maturities and approximate market interest rates of these instruments. | |||||||||||||||||
The Company adopted ASC Topic 820, Fair Value Measurements (“ASC Topic 820”), which defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements. The standard provides a consistent definition of fair value which focuses on an exit price that would be received upon sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The standard also prioritizes, within the measurement of fair value, the use of market-based information over entity specific information and establishes a three-level hierarchy for fair value measurements based on the nature of inputs used in the valuation of an asset or liability as of the measurement date. | |||||||||||||||||
The three-level hierarchy for fair value measurements is defined as follows: | |||||||||||||||||
● | Level 1 – inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets; liabilities in active markets; | ||||||||||||||||
● | Level 2 – inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability other than quoted prices, either directly or indirectly, including inputs in markets that are not considered to be active; or directly or indirectly including inputs in markets that are not considered to be active; | ||||||||||||||||
● | Level 3 – inputs to the valuation methodology are unobservable and significant to the fair value measurement | ||||||||||||||||
The following table summarizes fair value measurements by level at October 31, 2014 and January 31, 2014 for assets measured at fair value on a recurring basis: | |||||||||||||||||
at October 31, 2014 | |||||||||||||||||
Level 1 | Level 2 | Level 3 | Total | ||||||||||||||
Marketable securities- available for sale | 69,900 | - | - | 69,900 | |||||||||||||
Total assets | 69,900 | - | - | 69,900 | |||||||||||||
at January 31, 2014 | |||||||||||||||||
Level 1 | Level 2 | Level 3 | Total | ||||||||||||||
None | - | - | - | - | |||||||||||||
- | - | - | - | ||||||||||||||
Going_Concern_Issues
Going Concern Issues | 9 Months Ended |
Oct. 31, 2014 | |
Going Concern Issues [Abstract] | |
GOING CONCERN ISSUES | NOTE 3 - GOING CONCERN ISSUES |
The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which contemplate continuation of the Company as a going concern. However, the Company has a net loss for the nine months ended October 31, 2014 of $5,611,656, an accumulated deficit of $7,138,563 cash flows used by operating activities of $3,426,144 and needs additional cash to maintain its operations. | |
These factors raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty. The Company’s continued existence is dependent upon management’s ability to develop profitable operations, continued contributions from the Company’s executive officers to finance its operations and the ability to obtain additional funding sources to explore potential strategic relationships and to provide capital and other resources for the further development and marketing of the Company’s products and business. |
Related_Party_Transactions
Related Party Transactions | 9 Months Ended | ||||||||||
Oct. 31, 2014 | |||||||||||
Related Party Transactions [Abstract] | |||||||||||
RELATED PARTY TRANSACTIONS | NOTE 4 - RELATED PARTY TRANSACTIONS | ||||||||||
In a Board Consent dated March 6, 2014 the Board of Directors approved the filing of a Certificate of Designation establishing the designations, preferences, limitations and relative rights of the Company’s Series A Preferred Stock (the “Designation” and the “Series A Preferred Stock”). The Board of Directors authorized the issuance of 1,000 shares of Series A Preferred Stock, which the Board agreed to issue to TEKNOVU or its assigns, upon the Company filing the Certificate of Designation with the Nevada Secretary of State. In exchange, TEKNOVU surrendered 150,000,000 common shares TEKNOVU is controlled by our CEO and is a related party. The terms of the Certificate of Designation of the Series A Preferred Stock, which was filed with the State of Nevada on March 6, 2014, include the right to vote in aggregate, on all shareholder matters equal to 51% of the total vote (“Super Majority Voting Rights”). The Series A Preferred Stock will be entitled to this 51% voting right no matter how many shares of common stock or other voting stock of the Company are issued or outstanding in the future. | |||||||||||
As of October 31, 2014 and year ended January 31, 2014, the current CEO had unpaid salaries of $136,500 and $100,000, respectively. | |||||||||||
Related Party Expenses for the three and nine months ended October 31, 2014: | |||||||||||
3 months | 9 months | ||||||||||
Legal | Personal Expenses of Mars Callahan | $ | 0 | $ | 102,115 | ||||||
Unauthorized withdrawals | Personal Expenses of John Hermansen | 0 | 193,215 | ||||||||
Unauthorized withdrawals | Personal Expenses of Mars Callahan | 0 | 105,705 | ||||||||
Related Party Expenses | $ | 0 | $ | 401,035 | |||||||
The above related party expenses are unauthorized withdrawal of expenses for personal expenses and past legal bills of Mars Callahan. | |||||||||||
On August 20, 2013 the Company entered into an employment agreement with Scott Kettle the Chief Executive Officer. The Fixed Annual Compensation. The Company shall pay to Employee salary ("Fixed Annual Compensation") at the rate of $240,000 per annum beginning on August 20, 2013; at the rate of $300,000 per annum beginning on August 20, 2014; and at the rate of $360,000 per annum beginning on August 20, 2015. Fixed Annual Compensation is payable to the Employee in accordance with the Company’s usual salary practices, but in no event less than once monthly. The CEO is owed $136,500 of unpaid accrued salaries. | |||||||||||
The Agreement allows for Bonus of the highest bonus incentive program (hereafter “BIP”) set up by the Board. While the specific structure and trigger mechanisms for the BIP are at the sole discretion of the Board, the BIP shall afford Employee the opportunity to earn a minimum of $150,000 per year in cash bonuses through the Employee’s accomplishment of specific pre-identified reasonable milestones in the development of the Company’s business, or by exceeding the approved business plan revenue and income levels. Any payments under the BIP shall be paid annually to Employee and shall be paid no later than the end of the first quarter following the Company’s fiscal year-end. In addition to the BIP, Employee shall also be entitled to such additional bonus, if any, as may be granted by the Board (with Employee abstaining from any vote thereon) or compensation or similar committee thereof in the Board's (or such committee's) sole discretion based upon employee's performance of his Services under this Agreement. | |||||||||||
During the period of June and July 2014 the CEO advanced funds to the Company for operations in the amount of $53,354. |
Proprietary_Technology_and_Int
Proprietary Technology and Intangibles | 9 Months Ended | ||||||||||
Oct. 31, 2014 | |||||||||||
Proprietary Technology and Intangibles [Abstract] | |||||||||||
PROPRIETARY TECHNOLOGY AND INTANGIBLES | NOTE 5 – PROPRIETARY TECHNOLOGY AND INTANGIBLES | ||||||||||
On June 11, 2014 we entered into a license and subscription agreement with Cloud Medical Doctor Software Corporation (NSCT) (“Cloud”) for $1,125,000. The agreement grants to us a non-exclusive encryption license agreement which entitles us to utilize Cloud’s encryption software solution within the Customer’s business. We purchased a 48 months encryption licensing agreement to incorporate into our existing web based software. The licensing agreement will protect members of our platform from hackers and other privacy intrusion vehicles. CipherLoc has various features that will further protect our members and end users of our web developed platform. The investment in the encryption licensing agreement has been accounted as intangible of $1,125,000. | |||||||||||
On October 30, 2014 we entered into a business combination agreement with Webrunner, LLC for $2,303,809 which included the purchase of intangible and tangible assets of $797,597. See Note 8 – Business Combination. | |||||||||||
The following is a detail of intangible assets at October 31, 2014 and January 31, 2014: | |||||||||||
October 31, 2014 | 31-Jul-14 | ||||||||||
Licensing Agreement | $ | 1,125,000 | $ | - | |||||||
Acquisition of Webrunner - Customer list | 100,000 | - | |||||||||
Acquisition of Webrunner - Equipment | 500,000 | - | |||||||||
Acquisition of Webrunner - Goodwill | 1,517,747 | - | |||||||||
Total intangible assets | 3,242,747 | - | |||||||||
Accumulated amortization of intangible assets | (-) | (-) | |||||||||
Total intangible assets | $ | 3,242,747 | $ | - | |||||||
There was no amortization expense for the quarter then ended as the assets have not been put in service until after October 31, 2014. |
Marketable_Securites
Marketable Securites | 9 Months Ended |
Oct. 31, 2014 | |
Marketable Securities [Abstract] | |
Marketable Securities | NOTE 6 – MARKETABLE SECURIITES |
On September 4, 2014 Cloud issued 3,000,000 common shares through a consulting agreement with Gawk, Inc. valued at $105,000 at the trading price of $.035 per share and the common stock issued to Gawk for consulting has been accounted as a marketable securities valued at $105,000. The services have been earned and completed in accordance with the agreement. | |
The Company fair valued the marketable security available for sale at October 31, 2014 and recorded a loss on change in fair value of the asset of $35,100. Total available security available for sale at October 31, 2014 is $69,900. | |
Equity
Equity | 9 Months Ended |
Oct. 31, 2014 | |
Equity [Abstract] | |
EQUITY | NOTE 7 - EQUITY |
On November 11, 2013, the Board of Directors of the Company approved a proposal to amend the Company’s Articles of Incorporation (the “Articles of Incorporation”) to provide for an increase in the authorized shares of the Company's Common Stock and Preferred Stock. The Amended and Restated Articles of Incorporation of the Company were filed with the Nevada Secretary of State on November 14, 2013 and authorize Seven Hundred Fifty Million (750,000,000) shares of $.001 par value capital stock, of which One Hundred Million (100,000,000) shares are designated $.001 par value preferred stock (the “Preferred Stock”) and Six Hundred Fifty Million (650,000,000) shares are designated $.001 common stock (the “Common Stock”). | |
On August 22, 2013, the Company affected a forward split of 30 shares for each one share outstanding as of August 22, 2013, where each stockholder will receive 30 additional shares for each share owned as of the record date. All share amounts in this report have been retroactively adjusted for all periods presented to reflect this forward split. | |
The Company entered into a Stock Purchase Agreement on January 20, 2014 and the investor requested the return of their investment of $150,000. The Company returned those funds on February 12, 2014. This has been accrued as Subscription Payable as of January 31, 2014 and was repaid in the nine months ended October 31, 2014. | |
The Company issued 8,000,000 Preferred B Warrants with the acquisition of Poker Junkies LLC. These Preferred Series B Warrants once exercised the Company would issue Preferred Series B stock. From November 2013 through January 31, 2014 the Company issued 1,028,000 of Series B Preferred stock of $1,028,000 for the exercise of the Preferred B warrants. From February 2014 through April 2014 the Company issued 699,200 of Series B Preferred stock of $699,200 for the exercise of the Preferred B warrants. On June 18, 2014 the Company rescinded this transaction as Mr. John Hermansen refused to deliver the Preferred Series B warrants. On June 18, 2014, the Board of Directors agreed that since Mr. Hermansen refused to deliver the Preferred Series B warrants that were exercised the Company will issue common stock in lieu of issuing Convertible Preferred Series B shares. The Company intends to issue common stock at 125% of the value of the stock of the Preferred Series B investment. For the nine months ended October 31, 2014 the Company issued 788,000 common stock to the Preferred B shareholders and by the fiscal year end the Company will issue the remaining 939,200 common shares. As of October 31, 2014 the Company has accounted for as an investor payable in the amount of $1,289,200. | |
On March 6, 2014 the Board of Directors approved the filing of a Certificate of Designation establishing the designations, preferences, limitation and relative rights of the Company’s Series A Preferred Stock. The Board of Directors authorized the issuance of 1,000 shares of Series A Preferred Stock. The terms of the Certificate of Designation of the Series A Preferred Stock, include the right to vote in aggregate, on all shareholder matters equal to 51% of the total vote (“Super Majority Voting Rights”). The Series A Preferred Stock will be entitle to this 51% voting right no matter how many shares of common stock or other voting stock of the Company are issued or outstanding in the future. | |
Amendment of Articles of Incorporation | |
On November 14, 2013, the Company likewise filed with the Nevada Secretary of State two Certificates of Designation, setting forth the rights and restrictions upon two new Series of Preferred Stock authorized in the foregoing Amended and Restated Articles of Incorporation. | |
Preferred Stock | |
Series A Preferred Stock | |
On March 6, 2014 the Board of Directors approved the filing of a Certificate of Designation establishing the designations, preferences, limitation and relative rights of the Company’s Series A Preferred Stock. The Board of Directors authorized the issuance of 1,000 shares of Series A Preferred Stock in exchange for surrender of 150,000 shares of common stock. The terms of the Certificate of Designation of the Series A Preferred Stock, include the right to vote in aggregate, on all shareholder matters equal to 51% of the total vote (“Super Majority Voting Rights”). The Series A Preferred Stock will be entitle to this 51% voting right no matter how many shares of common stock or other voting stock of the Company are issued or outstanding in the future. | |
Series B Convertible Preferred Stock | |
The Series B Convertible Preferred stock consist of Fifty Million (50,000,000) shares (the “Series B Stock”), with certain rights, privileges, preferences and restrictions as set forth in the Series B Preferred Stock | |
Holders of the Series B Stock shall be entitled to receive dividends or other distributions with the holders of the Corporation’s Common Stock on an “as converted” basis when, as, and if declared by the Directors of the Corporation. | |
The Holders have the right to convert each share of Series B Preferred Stock shall be convertible, at the option of the holder thereof and subject to notice requirements, at any time after Six (6) months from the date of issuance, into fully paid and non-assessable shares of the Common Stock. Each Share of Series B Preferred Stock is convertible into the Common Stock of the Company on the basis of One (1) Series B Preferred Share for One and One Quarter (1.25) Common Shares (1:1.25) Each Share of Series B Preferred Stock is convertible into the Common Stock of the Company on the basis of One (1) Series B Preferred Share for One and One Quarter (1.25) Common Shares (1:1.25). | |
Series C Convertible Preferred Stock | |
The Series C Convertible Preferred Stock consists of One Hundred (100) shares (the “Series C Stock”), with certain rights, privileges, preferences and restrictions as set forth in Series C Preferred Stock Certificate of Designation. | |
A new series of Preferred Stock from the Corporation’s authorized shares of Preferred Stock is hereby created, designated Series C Convertible Preferred Stock, consisting of One Hundred (100) shares (the “Series C Stock”), with certain rights, privileges, preferences and restrictions as set forth in the November 12, 2013 Consent. | |
Holders of the Series C Stock shall be entitled to receive dividends or other distributions with the holders of the Corporation’s Common Stock on an “as converted” basis when, as, and if declared by the Directors of the Corporation. | |
Each share of Series C Preferred Stock shall be convertible, at the option of the holder thereof and subject to notice requirements at any time following Twelve (12) Months from the issuance of such shares of Series C Stock, into such number of fully paid and non-assessable shares of the Common Stock. For each share of Series C Stock, the holder will receive upon Conversion, $1,000,000 worth of Common Shares (the “Conversion Ratio”) of the Corporation. | |
Warrants and Options | |
The Company had 8,000,000 warrants were issued and outstanding as of January 31, 2014. As of June 18, 2014 all warrants have been rescinded for failure to deliver the assets in accordance with the Agreement with Poker Junkies. The warrants had a holding period of 6 months and were excisable at 125% of the common stock. | |
The Company has valued these warrants at $0.00 in accordance with a third party Certified Valuation Analyst. | |
The Company has 9,100,000 options issued in connection with the acquisition of Webrunner, LLC, and See Note 8 – Business Combination. | |
Voting Rights | |
Each holder of Common Stock is entitled to one vote for each share of Common Stock held on all matters submitted to a vote of stockholders. However the Holders of the Series A Preferred Stock will be entitle to this 51% voting right no matter how many shares of common stock or other voting stock of the Company are issued or outstanding in the future. | |
Dividends | |
Subject to preferences that may be applicable to any then-outstanding shares of Preferred Stock, if any, and any other restrictions, holders of Common Stock are entitled to receive ratably those dividends, if any, as may be declared from time to time by the Company’s board of directors out of legally available funds. The Company and its predecessors have not declared any dividends in the past. Further, the Company does not presently contemplate that there will be any future payment of any dividends on Common Stock. | |
Warrants related to Preferred Shares | |
In November 14, the Company issued 8,000,000 Preferred B Warrants with the acquisition of Poker Junkies LLC. These Preferred Series B Warrants once exercised the Company would issue Preferred Series B stock. From January 31, 2014 through April 30, 2014, the Company issued 699,200 of Series B Preferred stock of $699,200. On June 18, 2014 the Company rescinded this transaction as Mr. John Hermansen refused to deliver the Preferred Series B warrants. On June 18, 2014, the Board of Directors agreed that since Mr. Hermansen refused to deliver the Preferred Series B warrants that were exercised the Company will issue common stock in lieu of issuing Convertible Preferred Series B shares. The Company intends to issue common stock at 125% of the value of the stock of the Preferred Series B investment. | |
On December 31, 2013 the Company issued 18 Series C Preferred Stock for the purchase of the assets of High Profile Distribution, LLC. On June 18, 2014 the Company rescinded this transaction for the failure of Mr. Callahan to deliver the assets purchased. | |
On April 11, 2014, GAWK Incorporated (the "Company") and Doyle Knudson, an individual (the "Purchaser") entered into a Series C Preferred Stock Purchase Agreement dated as of April 10, 2014, pursuant to which the Company has agreed to sell, and the Purchaser has agreed to purchase, seven (7) shares of Series C Preferred Stock for an aggregate purchase price of $3,300,000 (the "Transaction"). The Series C Preferred Stock Purchase Agreement contains standard representations and warranties and provides that closing is subject to minimal closing conditions including a bring down of the representations and warranties of the parties, payment and delivery of a stock certificate. Pursuant to the Series C Preferred Stock Purchase Agreement, if the Purchaser requests, the Company shall add the Purchaser to the Company's board of directors. After closing the Transaction and for so long as Purchaser owns at least one share of Series C Preferred Stock or at least five percent (5%) of the Company's outstanding Common Stock, the Purchaser shall receive executive producer credit and reasonable executive producer fees in an amount to be determined by the parties in good faith in association with the production of all new original content produced by the Company. This agreement has been superseded with the following agreement noted below: |
Business_Combination
Business Combination | 9 Months Ended | ||||||||
Oct. 31, 2014 | |||||||||
Business Combination [Abstract] | |||||||||
BUSINESS COMBINATION | NOTE 8 – BUSINESS COMBINATION | ||||||||
October 30, 2014 the Company through a comprehensive agreement with Webrunner, LLC, has purchased a complete data center. | |||||||||
The fair value of the consideration and the assets acquired is based on the aggregate value of the common stock issued in exchange for the software as shown below: | |||||||||
The acquisition consisted primarily of the purchase of a data center and all of its business, which are considered to meet the definition of a business in accordance with FASB codification Topic 805, "Business Combinations", As such, the Company accounted for the acquisition as a business combination. | |||||||||
Management determined that the Company was the acquirer in the business combination in accordance with FASB codification Topic 805, "Business Combinations", based on the following factors: (i) there was a change in control of Webrunner; (ii) the Company was the entity in the transaction that issued its equity instruments, and in a business combination, the acquirer usually is the entity that issues its equity interests; (iii) the Company’s pre-transaction directors retained the largest relative voting rights of the Company post-transaction; (iv) the composition of the Company’s current board of directors and management was the result of the appointment by the Company’s pre-transaction directors. | |||||||||
The purchase price paid for the Acquisition was $2,303,809 which included $225,000 in cash, 1 Preferred Series C shares convertible into $1,000,000 of common stock and 9,100,000 options to purchase stock at an exercise price of $0.10 value at $1,078,809 using the Black Scholes option pricing model. The following table summarizes the fair value of the consideration paid by the Company and the fair value amounts assigned to the assets acquired on the acquisition date: | |||||||||
October 30, 2014 | |||||||||
Fair Value of Consideration: | |||||||||
Cash | $ | 225,000 | |||||||
1 Series Preferred C shares convertible into common shares | 1,000,000 | ||||||||
9,100,000 options at an exercise price of $0.10 | 879,932 | ||||||||
Total Purchase Price | $ | 2,104,932 | |||||||
Recognized amounts of identifiable assets acquired: | |||||||||
Assets: | |||||||||
Cash | $ | 196,757 | |||||||
Account receivables | 840 | ||||||||
Customer list | 100,000 | ||||||||
Equipment | 500,000 | ||||||||
Goodwill | 1,318,870 | ||||||||
Fair value of total assets | 2,116,467 | ||||||||
Note payable RND Media | (10,000 | ) | |||||||
Sales tax payable | (1,535 | ) | |||||||
Fair value of net assets | $ | 2,104,932 | |||||||
The comprehensive agreement call for the implementation of three employment agreement and three management agreements for the members of Webrunner LLC. The Company has not adopted an employee stock option plan which has been approved by the shareholders. | |||||||||
The following (unaudited) Proforma consolidated results of operations have been prepared as if the acquisition had occurred at February 1, 2013 and 2014. | |||||||||
Nine Months ended | |||||||||
2014 | 2013 | ||||||||
REVENUES | 430,793 | 38,604 | |||||||
Net Loss | (5,736,287 | ) | (131,503 | ) | |||||
Net loss per share basic and diluted | $ | (0.04 | ) | $ | (0.00 | ) | |||
Weighted average of shares outstanding | 170,969,963 | 300,373,626 |
Convertible_Notes_Payable
Convertible Notes Payable | 9 Months Ended | ||||||||
Oct. 31, 2014 | |||||||||
Convertible Notes Payable [Abstract] | |||||||||
Convertible Notes Payable | NOTE 9 – CONVERTIBLE NOTES PAYABLE | ||||||||
The Company had the following convertible notes payable outstanding as of October 31, 2014 and January 31, 2014: | |||||||||
October 31, | January 31, | ||||||||
2014 | 2014 | ||||||||
Note C-1 | - | - | |||||||
Dated – August 22, 2014 | 1,800,000 | ||||||||
Total notes payable | $ | 1,800,000 | $ | - | |||||
Less: Discount | (298,500 | ) | |||||||
Less: current portion of convertible notes payable | 1,501,500 | - | |||||||
Long-term convertible notes payable | $ | - | $ | - | |||||
Note C-1: On June 17, 2014 a verified complaint was filed in Maricopa County, Arizona being case number CV 2014-008511 against the Company by an investor known as Doyle Knudson. On August 22, 2014 the parties settled this case recognizing that the settlement constitutes a compromise of disputed claims by the respective Parties, liability for which is expressly denied by the Parties. The summary of the settlement is as follows: | |||||||||
The Company transferred $750,000 to Mr. Knudson on the day of settlement, executed a $1.8 million Convertible Promissory Note with a conversion price of $0.10 per share, a Settlement Agreement and amended Mr. Knudson’s Series C Preferred Stock Purchase Agreement to provide that Mr. Knudson can convert his seven (7) Series C Preferred shares into common stock at any time after the date of this Settlement Agreement. The Company has also amended the Certificate of Designation for the Series C Preferred shares to reflect that the shares are convertible on any date after the date of this Settlement Agreement as reflected in the Amendment to the Certificate of Designation. The total value of the legal settlement was $2,550,000. | |||||||||
Mr. Knudson has filed a Stipulation to Dismiss the Lawsuit with prejudice. | |||||||||
The Company recorded a discount on the convertible note payable due to a beneficial conversion feature of $358,200 and amortized $59,700 for the quarter ended October 31, 2014. | |||||||||
Notes_payable
Notes payable | 9 Months Ended | ||||||||
Oct. 31, 2014 | |||||||||
Notes Payable [Abstract] | |||||||||
NOTES PAYABLE | NOTE 10 –NOTES PAYABLE | ||||||||
October 31, 2014 | January 31, 2014 | ||||||||
Note D-1 | 10,000 | - | |||||||
Dated – October 30, 2014 | |||||||||
Total notes payable | $ | 10,000 | $ | - | |||||
Note D-1: On October 30, 2014 the Company exercised the comprehensive acquisition agreement of Webrunner, LLC and in the acquisition the Company assumed the debt of RNC Media in the amount of $10,000. The Note does not have any interest payable and is due upon demand. | |||||||||
Basis_of_Presentation_of_Inter1
Basis of Presentation of Interim Financial Statements and Significant Accounting Policies (Policies) | 9 Months Ended |
Oct. 31, 2014 | |
Basis of Presentation of Interim Financial Statements and Significant Accounting Policies [Abstract] | |
Basis of Presentation of Interim Financial Statements | Basis of Presentation of Interim Financial Statements |
The Company prepares its consolidated financial statements in accordance with accounting principles generally accepted in the United States of America. The accompanying interim unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information in accordance with the instructions to Form 10-Q/A and Article 8 of Regulation S-X. In our opinion, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been included. Operating results for the six months ended July 31, 2014 are not necessarily indicative of the results that may be expected for the year ending January 31, 2015. Notes to the unaudited interim consolidated financial statements that would substantially duplicate the disclosures contained in the audited consolidated financial statements for fiscal year 2014 have been omitted; this report should be read in conjunction with the audited consolidated financial statements and the footnotes thereto for the fiscal year ended January 31, 2014 included within its Form 10-K as filed with the Securities and Exchange Commission. | |
Research and Development and Software Development Costs | Research and Development and Software Development Costs |
Capitalization of certain software development costs are recorded after the determination of technological feasibility. Based on our product development process, technological feasibility is determined upon the completion of a working model. To date, costs incurred by us from the completion of the working model to the point at which the product is ready for general release have been insignificant. Accordingly, we have charged all such costs to research and development expense in the period incurred. Our research and development costs for the three months ended July 31, 2014 and 2013 were $53,407 and $0.00, as compared to six months ended July 31, 2014 of $532,142 and $0.00, respectively. | |
Share-Based Compensation | Share-Based Compensation |
The Company measures the cost of services received in exchange for an award of an equity instrument based on the grant-date fair value of the award. Compensation cost is recognized over the vesting or requisite service period. The Black-Scholes option-pricing model is used to estimate the fair value of options or warrants granted. There were no options or warrants issued by the Company during the six months ended July 31, 2014 and 2013. | |
Basic and Diluted Net Loss per Common Share | Basic and Diluted Net Loss per Common Share |
Basic income (loss) per share is computed by dividing net income (loss) available to common shareholders by the weighted average number of common shares outstanding during the reporting period. The weighted average number of shares is calculated by taking the number of shares outstanding and weighting them by the amount of time that they were outstanding. Diluted earnings per share reflects the potential dilution that could occur if stock options, warrants, and other commitments to issue common stock were exercised or equity awards vest resulting in the issuance of common stock that could share in the earnings of the Company. As of January 31, 2014 and 2013, the Company had no potentially dilutive instruments outstanding. | |
Diluted loss per share is the same as basic loss per share during periods where net losses are incurred since the inclusion of the potential common stock equivalents would be anti-dilutive as a result of the net loss. |
Basis_of_Presentation_of_Inter2
Basis of Presentation of Interim Financial Statements and Significant Accounting Policies (Tables) | 9 Months Ended | ||||||||||||||||
Oct. 31, 2014 | |||||||||||||||||
Basis of Presentation of Interim Financial Statements and Significant Accounting Policies [Abstract] | |||||||||||||||||
Summary of fair value on a recurring basis | |||||||||||||||||
at October 31, 2014 | |||||||||||||||||
Level 1 | Level 2 | Level 3 | Total | ||||||||||||||
Marketable securities- available for sale | 69,900 | - | - | 69,900 | |||||||||||||
Total assets | 69,900 | - | - | 69,900 | |||||||||||||
at January 31, 2014 | |||||||||||||||||
Level 1 | Level 2 | Level 3 | Total | ||||||||||||||
None | - | - | - | - | |||||||||||||
- | - | - | - | ||||||||||||||
Related_Party_Transactions_Tab
Related Party Transactions (Tables) | 9 Months Ended | ||||||||||
Oct. 31, 2014 | |||||||||||
Related Party Transactions [Abstract] | |||||||||||
Summary of related party expenses | |||||||||||
3 months | 9 months | ||||||||||
Legal | Personal Expenses of Mars Callahan | $ | 0 | $ | 102,115 | ||||||
Unauthorized withdrawals | Personal Expenses of John Hermansen | 0 | 193,215 | ||||||||
Unauthorized withdrawals | Personal Expenses of Mars Callahan | 0 | 105,705 | ||||||||
Related Party Expenses | $ | 0 | $ | 401,035 | |||||||
Proprietary_Technology_and_Int1
Proprietary Technology and Intangibles (Tables) | 9 Months Ended | ||||||||||
Oct. 31, 2014 | |||||||||||
Proprietary Technology and Intangibles [Abstract] | |||||||||||
Schedule of intangible assets | October 31, 2014 | 31-Jul-14 | |||||||||
Licensing Agreement | $ | 1,125,000 | $ | - | |||||||
Acquisition of Webrunner - Customer list | 100,000 | - | |||||||||
Acquisition of Webrunner - Equipment | 500,000 | - | |||||||||
Acquisition of Webrunner - Goodwill | 1,318,870 | - | |||||||||
Total intangible assets | 3,043,870 | - | |||||||||
Accumulated amortization of intangible assets | (- | ) | (- | ) | |||||||
Total intangible assets | $ | 3,043,870 | $ | - | |||||||
Business_Combination_Tables
Business Combination (Tables) | 9 Months Ended | ||||||||
Oct. 31, 2014 | |||||||||
Business Combination [Abstract] | |||||||||
Fair Value of Contingent Consideration | October 30, 2014 | ||||||||
Fair Value of Consideration: | |||||||||
Cash | $ | 225,000 | |||||||
1 Series Preferred C shares convertible into common shares | 1,000,000 | ||||||||
9,100,000 options at an exercise price of $0.10 | 879,932 | ||||||||
Total Purchase Price | $ | 2,104,932 | |||||||
Recognized amounts of identifiable assets acquired: | |||||||||
Assets: | |||||||||
Cash | $ | 196,757 | |||||||
Account receivables | 840 | ||||||||
Customer list | 100,000 | ||||||||
Equipment | 500,000 | ||||||||
Goodwill | 1,318,870 | ||||||||
Fair value of total assets | 2,116,467 | ||||||||
Note payable RND Media | (10,000 | ) | |||||||
Sales tax payable | (1,535 | ) | |||||||
Fair value of net assets | $ | 2,104,932 | |||||||
Consolidated results of operations acquisition | Nine Months ended | ||||||||
2014 | 2013 | ||||||||
REVENUES | 430,793 | 38,604 | |||||||
Net Loss | (5,736,287 | ) | (131,503 | ) | |||||
Net loss per share basic and diluted | $ | (0.04 | ) | $ | (0.00 | ) | |||
Weighted average of shares outstanding | 170,969,963 | 300,373,626 | |||||||
Convertible_Notes_Payable_Tabl
Convertible Notes Payable (Tables) | 9 Months Ended | ||||||||
Oct. 31, 2014 | |||||||||
Convertible Notes Payable [Abstract] | |||||||||
Convertible Notes Payable | October 31, | January 31, | |||||||
2014 | 2014 | ||||||||
Note C-1 | - | - | |||||||
Dated – August 22, 2014 | 1,800,000 | ||||||||
Total notes payable | $ | 1,800,000 | $ | - | |||||
Less: Discount | (298,500 | ) | |||||||
Less: current portion of convertible notes payable | 1,501,500 | - | |||||||
Long-term convertible notes payable | $ | - | $ | - |
Notes_payable_Tables
Notes payable (Tables) | 9 Months Ended | ||||||||
Oct. 31, 2014 | |||||||||
Notes Payable [Abstract] | |||||||||
Summary of Notes Payable | October 31, 2014 | January 31, 2014 | |||||||
Note D-1 | 10,000 | - | |||||||
Dated – October 30, 2014 | |||||||||
Total notes payable | $ | 10,000 | $ | - |
Basis_of_Presentation_of_Inter3
Basis of Presentation of Interim Financial Statements and Significant Accounting Policies (Details) (USD $) | Oct. 31, 2014 | Jan. 31, 2014 |
Defined Benefit Plan Disclosure [Line Items] | ||
Securities - available for sale | $69,900 | |
Total assets | 69,900 | |
Level 1(Member) | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Securities - available for sale | 69,900 | |
Total assets | 69,900 | |
Level 2 [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Securities - available for sale | ||
Total assets | ||
Level 3 [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Securities - available for sale | ||
Total assets |
Basis_of_Presentation_of_Inter4
Basis of Presentation of Interim Financial Statements and Significant Accounting Policies (Details Textual) (USD $) | 3 Months Ended | 9 Months Ended | ||
Oct. 31, 2014 | Oct. 31, 2013 | Oct. 31, 2014 | Oct. 31, 2013 | |
Basis of Presentation of Interim Financial Statements and Significant Accounting Policies (Textual) | ||||
Research and Development Expense | $79,838 | $611,980 | ||
Warrant [Member] | ||||
Basis of Presentation of Interim Financial Statements and Significant Accounting Policies (Textual) | ||||
Share-based compensation arrangement by share-based payment award, options granted | ||||
Option [Member] | ||||
Basis of Presentation of Interim Financial Statements and Significant Accounting Policies (Textual) | ||||
Share-based compensation arrangement by share-based payment award, options granted | 9,100,000 | 9,100,000 | ||
Option [Member] | Webrunner LLC [Member] | ||||
Basis of Presentation of Interim Financial Statements and Significant Accounting Policies (Textual) | ||||
Business combination options issued | 9,100,000 |
Going_Concern_Issues_Details
Going Concern Issues (Details) (USD $) | 3 Months Ended | 9 Months Ended | |||
Oct. 31, 2014 | Oct. 31, 2013 | Oct. 31, 2014 | Oct. 31, 2013 | Jan. 31, 2014 | |
Going Concern Issues (Textual) | |||||
Net loss | ($3,152,548) | ($124,828) | ($5,361,656) | ($164,013) | |
Accumulated deficit | -6,888,563 | -6,888,563 | -1,526,907 | ||
Net cash used in operating activities | ($3,426,144) | ($130,473) |
Related_Party_Transactions_Det
Related Party Transactions (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||
Oct. 31, 2014 | Oct. 31, 2013 | Oct. 31, 2014 | Oct. 31, 2013 | |
Related Party Transaction [Line Items] | ||||
Related Party Expenses | $401,035 | |||
Legal [Member] | Personal Expenses of Mars Callahan [Member] | ||||
Related Party Transaction [Line Items] | ||||
Related Party Expenses | 0 | 102,115 | ||
Unauthorized withdrawals [Member] | Personal Expenses of Mars Callahan [Member] | ||||
Related Party Transaction [Line Items] | ||||
Related Party Expenses | 0 | 105,705 | ||
Unauthorized withdrawals [Member] | Personal Expenses of John Hermansen [Member] | ||||
Related Party Transaction [Line Items] | ||||
Related Party Expenses | $0 | $193,215 |
Related_Party_Transactions_Det1
Related Party Transactions (Details Textual) (USD $) | 0 Months Ended | 9 Months Ended | 0 Months Ended | |
Aug. 20, 2013 | Oct. 31, 2014 | Mar. 06, 2014 | Jan. 31, 2014 | |
Related Party Transactions (Textual) | ||||
Unpaid salaries | $136,500 | $136,500 | $100,000 | |
Preferred stock, voting rights | Holders of the Series A Preferred Stock will be entitle to this 51% voting right no matter how many shares of common stock or other voting stock of the Company are issued or outstanding in the future. | |||
Fixed annual compensation | 240,000 | |||
Cash bonus | 150,000 | |||
Advance fund from CEO | 53,354 | |||
August 20, 2014 [Member] | ||||
Related Party Transactions (Textual) | ||||
Fixed annual compensation | 300,000 | |||
August 20, 2015 [Member] | ||||
Related Party Transactions (Textual) | ||||
Fixed annual compensation | $360,000 | |||
Series A Preferred Stock [Member] | ||||
Related Party Transactions (Textual) | ||||
Preferred stock, shares authorized | 1,000 | 1,000 | 1,000 | |
Cancelllation of common stock shares | 150,000,000 | |||
Preferred stock, voting rights | The terms of the Certificate of Designation of the Series A Preferred Stock, which was filed with the State of Nevada on March 6, 2014, include the right to vote in aggregate, on all shareholder matters equal to 51% of the total vote ("Super Majority Voting Rights"). The Series A Preferred Stock will be entitled to this 51% voting right no matter how many shares of common stock or other voting stock of the Company are issued or outstanding in the future. |
Proprietary_Technology_and_Int2
Proprietary Technology and Intangibles (Details) (USD $) | Oct. 31, 2014 | Jul. 31, 2014 |
Finite-Lived Intangible Assets [Line Items] | ||
Total intangible assets | $3,242,747 | |
Accumulated amortization of intangible assets | ||
Total intangible assets | 3,242,747 | |
Licensing Agreement | ||
Finite-Lived Intangible Assets [Line Items] | ||
Total intangible assets | 1,125,000 | |
Acquisition of Webrunner - Customer list | ||
Finite-Lived Intangible Assets [Line Items] | ||
Total intangible assets | 100,000 | |
Acquisition of Webrunner - Equipment | ||
Finite-Lived Intangible Assets [Line Items] | ||
Total intangible assets | 500,000 | |
Acquisition of Webrunner - Goodwill | ||
Finite-Lived Intangible Assets [Line Items] | ||
Total intangible assets | $1,517,747 |
Proprietary_Technology_and_Int3
Proprietary Technology and Intangibles (Details Textual) (USD $) | 9 Months Ended | 0 Months Ended | |
Oct. 31, 2014 | Oct. 31, 2013 | Jun. 11, 2014 | |
Proprietary Technology And Intangibles (Textual) | |||
Purchase of intangible and tangible assets | $797,597 | ||
Amortization expense | |||
Webrunner LLC [Member] | |||
Proprietary Technology And Intangibles (Textual) | |||
Business acquisition price | 2,303,809 | ||
Cloud Medical Doctor Software Corporation [Member] | |||
Proprietary Technology And Intangibles (Textual) | |||
License and subscription agreement | 1,125,000 | ||
Licensing agreement, Useful life | 48 months | ||
Intangible | $1,125,000 |
Marketable_Securites_Details
Marketable Securites (Details) (USD $) | 0 Months Ended | |||
Sep. 10, 2014 | Sep. 04, 2014 | Oct. 31, 2014 | Jan. 31, 2014 | |
Marketable Securites Textual [Abstract] | ||||
Common share issued | 3,000,000 | |||
Marketable securities- available for sale | $105,000 | |||
Loss on change in fair value of the asset | 35,100 | |||
Securities - available for sale | 69,900 | |||
Cloud Consulting Agreement [Member] | ||||
Marketable Securites Textual [Abstract] | ||||
Common share issued | 3,000,000 | |||
Common shares value | $105,000 | |||
Trading price | $0.04 |
Equity_Details
Equity (Details) (USD $) | 0 Months Ended | 9 Months Ended | 0 Months Ended | 3 Months Ended | 0 Months Ended | 1 Months Ended | |||||
Sep. 10, 2014 | Feb. 12, 2014 | Aug. 22, 2013 | Oct. 31, 2014 | Mar. 06, 2014 | Jan. 31, 2014 | Apr. 30, 2014 | Apr. 11, 2014 | Dec. 31, 2013 | Nov. 14, 2013 | Jan. 31, 2015 | |
Equity (Textual) | |||||||||||
Common stock, shares authorized | 650,000,000 | 650,000,000 | |||||||||
Common stock, par value | $0.00 | $0.00 | |||||||||
Common stock, shares issued | 159,880,000 | 302,000,000 | |||||||||
Description of forward stock split | 30 shares for each one share outstanding | ||||||||||
Return on investment | $150,000 | ||||||||||
Investor payable - common stock | 1,289,200 | 1,378,000 | |||||||||
Preferred stock, voting rights | Holders of the Series A Preferred Stock will be entitle to this 51% voting right no matter how many shares of common stock or other voting stock of the Company are issued or outstanding in the future. | ||||||||||
Warrants, Description | The warrants had a holding period of 6 months and were excisable at 125% of the common stock. | ||||||||||
Exercise price of warrants | $0 | ||||||||||
Preferred stock issued under purchase agreement | 3,000,000 | ||||||||||
Series A Preferred Stock [Member] | |||||||||||
Equity (Textual) | |||||||||||
Preferred stock, shares issued | 1,000 | ||||||||||
Preferred stock, shares authorized | 1,000 | 1,000 | 1,000 | ||||||||
Preferred stock, par value | $0.00 | $0.00 | |||||||||
Common stock, shares issued | 150,000 | ||||||||||
Preferred stock, voting rights | The terms of the Certificate of Designation of the Series A Preferred Stock, which was filed with the State of Nevada on March 6, 2014, include the right to vote in aggregate, on all shareholder matters equal to 51% of the total vote ("Super Majority Voting Rights"). The Series A Preferred Stock will be entitled to this 51% voting right no matter how many shares of common stock or other voting stock of the Company are issued or outstanding in the future. | ||||||||||
Series B Preferred Stock [Member] | |||||||||||
Equity (Textual) | |||||||||||
Preferred stock, shares issued | |||||||||||
Preferred stock, shares authorized | 50,000,000 | 50,000,000 | |||||||||
Preferred stock, par value | $0.00 | $0.01 | |||||||||
Common stock, Description | The Company intends to issue common stock at 125% of the value of the stock of the Preferred Series B investment. | ||||||||||
Preferred B Warrants [Member] | |||||||||||
Equity (Textual) | |||||||||||
Series B preferred stock issued for exercise of warrants, shares | 1,028,000 | 699,200 | |||||||||
Series B preferred stock issued for exercise of warrants, value | 1,028,000 | 699,200 | |||||||||
Warrants outstanding | 8,000,000 | ||||||||||
Warrants issued | 8,000,000 | ||||||||||
Series B Convertible Preferred stock [Member] | |||||||||||
Equity (Textual) | |||||||||||
Preferred stock, shares authorized | 50,000,000 | ||||||||||
Conversion of preferred stock, description | Each Share of Series B Preferred Stock is convertible into the Common Stock of the Company on the basis of One (1) Series B Preferred Share for One and One Quarter (1.25) Common Shares (1:1.25) Each Share of Series B Preferred Stock is convertible into the Common Stock of the Company on the basis of One (1) Series B Preferred Share for One and One Quarter (1.25) Common Shares (1:1.25). | ||||||||||
Series C Convertible Preferred Stock [Member] | |||||||||||
Equity (Textual) | |||||||||||
Preferred stock, shares authorized | 100 | ||||||||||
Conversion of preferred stock, description | Each share of Series C Preferred Stock shall be convertible, at the option of the holder thereof and subject to notice requirements at any time following Twelve (12) Months from the issuance of such shares of Series C Stock. | ||||||||||
Conversion of Series C stock | 1,000,000 | ||||||||||
Series C Preferred Stock [Member] | |||||||||||
Equity (Textual) | |||||||||||
Preferred stock, shares issued | 7 | ||||||||||
Preferred stock, shares authorized | 100 | 100 | |||||||||
Preferred stock, par value | $0.00 | $0.00 | |||||||||
Ownership percentage | 5.00% | ||||||||||
Preferred stock issued under purchase agreement | 7 | ||||||||||
Preferred stock, purchase price | $3,300,000 | ||||||||||
Board of Directors [Member] | |||||||||||
Equity (Textual) | |||||||||||
Capital stock, shares authorized | 750,000,000 | ||||||||||
Capital stock, par value | $0.00 | ||||||||||
Preferred stock, shares authorized | 100,000,000 | ||||||||||
Preferred stock, par value | $0.00 | ||||||||||
Common stock, shares authorized | 650,000,000 | ||||||||||
Common stock, par value | $0.00 | ||||||||||
Webrunner Llc [Member] | |||||||||||
Equity (Textual) | |||||||||||
Warrants issued | 9,100,000 | ||||||||||
High Profile Distribution Llc [Member] | Series C Preferred Stock [Member] | |||||||||||
Equity (Textual) | |||||||||||
Shares issued for purchase of assets | 18 | ||||||||||
Preferred B Shareholders [Member] | |||||||||||
Equity (Textual) | |||||||||||
Common stock, shares issued | 788,000 | ||||||||||
Subsequent Event [Member] | Preferred B Shareholders [Member] | |||||||||||
Equity (Textual) | |||||||||||
Common stock, shares issued | 939,200 |
Business_Combination_Details
Business Combination (Details) (USD $) | Oct. 31, 2014 | Jan. 31, 2014 |
Fair Value of Consideration: | ||
Cash | $225,000 | |
1 Series Preferred C shares convertible into common shares | 1,000,000 | |
9,100,000 options at an exercise price of $0.10 | 879,932 | |
Total Purchase Price | 2,104,932 | |
Assets: | ||
Cash | 196,757 | |
Account receivables | 840 | |
Customer list | 100,000 | |
Equipment | 500,000 | |
Goodwill | 1,318,870 | |
Fair value of total assets | 2,116,467 | |
Notes payable RND Media | -10,000 | |
Sales tax payable | -1,535 | |
Fair value of net assets | $2,104,932 |
Business_Combination_Details_1
Business Combination (Details 1) (USD $) | 3 Months Ended | 9 Months Ended | ||
Oct. 31, 2014 | Oct. 31, 2013 | Oct. 31, 2014 | Oct. 31, 2013 | |
Business Combination [Abstract] | ||||
REVENUES | $430,793 | $38,604 | ||
Net Loss | ($5,736,287) | ($131,503) | ||
Net loss per share basic and diluted | ($0.02) | $0 | ($0.03) | $0 |
Weighted average of shares outstanding | 152,856,522 | 301,108,696 | 170,969,963 | 300,373,626 |
Business_Combination_Details_T
Business Combination (Details Textual) (USD $) | 9 Months Ended | ||
Oct. 31, 2014 | Oct. 31, 2013 | Jan. 31, 2014 | |
Business Acquisition [Line Items] | |||
Acquisition price | $2,303,809 | ||
Cash | 225,000 | ||
1 Series Preferred C shares convertible into common shares | 1,000,000 | ||
Option [Member] | |||
Business Acquisition [Line Items] | |||
Share-based compensation arrangement by share-based payment award, options granted | 9,100,000 | 9,100,000 | |
Stock options purchase value | $1,078,809 | ||
Business acquisition, exercise price | $0.10 |
Convertible_Notes_Payable_Deta
Convertible Notes Payable (Details) (USD $) | Oct. 31, 2014 | Jan. 31, 2014 |
Short-term Debt [Line Items] | ||
Convertible Notes Payable | $1,800,000 | |
Less: Discount | -298,500 | |
Less: current portion of convertible notes payable | -1,501,500 | |
Long-term convertible notes payable | ||
Note C-1 [Member] | ||
Short-term Debt [Line Items] | ||
Convertible Notes Payable | ||
Dated - August 22, 2014 [Member] | ||
Short-term Debt [Line Items] | ||
Convertible Notes Payable | $1,800,000 |
Convertible_Notes_Payable_Deta1
Convertible Notes Payable (Details Textual) (USD $) | 0 Months Ended | 9 Months Ended | ||
Aug. 22, 2013 | Oct. 31, 2014 | Oct. 31, 2013 | Aug. 22, 2014 | |
Convertible Notes Payable [Abstract] | ||||
Litigation settlement to Mr. Knudson | $750,000 | |||
Convertible promissory note, Amount | 1,800,000 | |||
Convertible promissory note, Conversion price | $0.10 | |||
Total litigation settlement | 2,550,000 | |||
Amortization of Debt Discount (Premium) | 59,700 | |||
Debt discount due to BCF | $358,200 |
Notes_payable_Details
Notes payable (Details) (USD $) | Oct. 31, 2014 | Jan. 31, 2014 |
Short-term Debt [Line Items] | ||
Notes Payable, Current | $10,000 | |
Note C-1 [Member] | ||
Short-term Debt [Line Items] | ||
Notes Payable, Current | 10,000 | |
Dated - October 30, 2014 [Member] | ||
Short-term Debt [Line Items] | ||
Notes Payable, Current |
Notes_payable_Details_Textual
Notes payable (Details Textual) (USD $) | Oct. 31, 2014 | Jan. 31, 2014 |
Short-term Debt [Line Items] | ||
Notes payable RNC Media | $10,000 | |
Note D-1 [Member] | ||
Short-term Debt [Line Items] | ||
Notes payable RNC Media | $10,000 |