Gawk (GAWK) 10-Q 14 Sep 15 2016 Q2 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	6 Months Ended
	Jul. 31, 2015	Sep. 14, 2015
Document and Entity Information [Abstract]
Entity Registrant Name	Gawk Inc.
Entity Central Index Key	1,546,392
Current Fiscal Year End Date	--01-31
Entity Filer Category	Smaller Reporting Company
Entity Common Stock, Shares Outstanding		188,284,626
Document Type	10-Q
Document Period End Date	Jul. 31, 2015
Amendment Flag	false
Document Fiscal Year Focus	2,016
Document Fiscal Period Focus	Q2

CONSOLIDATED BALANCE SHEETS

CONSOLIDATED BALANCE SHEETS - USD ($)	Jul. 31, 2015	Jan. 31, 2015
Current Assets
Cash	$ 44,293	$ 255,455
Marketable securities - available for sale	210,000	28,950
Accounts receivable	6,033	10,862
Due from Net D	1,276
Deposit - Cipherloc	1,125,000	1,125,000
Total Current Assets	1,386,602	1,420,267
Web equipment, net of depreciation of $44,244 and $14,748	132,731	162,227
Intangible assets and proprietary technology, net of amortization $152,028 and $36,749	790,337	404,238
Goodwill	4,865,530	1,310,908
TOTAL ASSETS	7,175,200	3,297,640
Current Liabilities
Accounts payable and accrued liabilities	505,590	330,384
Note payable	360,000	10,000
Convertible note payable net of discount $29,850 and $208,950	1,795,150	1,591,050
Investor payable - common shares	2,504,000	1,154,000
Preferred shares payable	2,017,500	1,000,000
Due to related parties	228,854	188,854
Total Current Liabilities	7,411,094	4,274,288
TOTAL LIABILITIES	7,411,094	4,274,288
Stockholders' Equity (Deficit)
Common stock, $0.001 par value, 650,000,000 shares authorized; 180,079,156 and 161,732,000 issued and outstanding	180,079	161,732
Additional paid in capital	7,480,335	6,176,599
Accumulated other comprehensive income (loss)		(442)
Accumulated deficit	(7,896,309)	(7,314,538)
Total Stockholders' Equity (Deficit)	(235,894)	(976,648)
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)	7,175,200	3,297,640
Series A Preferred stock
Stockholders' Equity (Deficit)
Preferred stock, value	$ 1	$ 1
Series B Preferred stock
Stockholders' Equity (Deficit)
Preferred stock, value
Series C Preferred stock
Stockholders' Equity (Deficit)
Preferred stock, value	$ 0

CONSOLIDATED BALANCE SHEETS (Pa

CONSOLIDATED BALANCE SHEETS (Parentheticals) - USD ($)	Jul. 31, 2015	Jan. 31, 2015
Accumulated depreciation on web equipment (in dollars)	$ 44,244	$ 14,748
Accumulated amortization on intangible assets (in dollars)	152,028	36,749
Discount on convertible note payable (in dollars)	$ 29,850	$ 208,950
Common stock, par value (in dollars per share)	$ 0.001	$ 0.001
Common stock, shares authorized	650,000,000	650,000,000
Common stock, shares issued	180,079,156	161,732,000
Common stock, shares outstanding	180,079,156	161,732,000
Series A Preferred stock
Preferred stock, par value (in dollars per share)	$ 0.001	$ 0.001
Preferred stock, shares authorized	1,000	1,000
Preferred stock, shares issued	1,000	1,000
Preferred stock, shares outstanding	1,000	1,000
Series B Preferred stock
Preferred stock, par value (in dollars per share)	$ 0.001	$ 0.001
Preferred stock, shares authorized	50,000,000	50,000,000
Preferred stock, shares issued
Preferred stock, shares outstanding
Series C Preferred stock
Preferred stock, par value (in dollars per share)	$ 0.001	$ 0.001
Preferred stock, shares authorized	100	100
Preferred stock, shares issued	8
Preferred stock, shares outstanding	8

CONSOLIDATED STATEMENTS OF OPER

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) (Unaudited) - USD ($)	3 Months Ended		6 Months Ended
	Jul. 31, 2015	Jul. 31, 2014	Jul. 31, 2015	Jul. 31, 2014
Consolidated Statements of Operations and Comprehensive Income (Loss) [Abstract]
Revenues	$ 558,079		$ 616,661
Cost of revenues	392,629		392,629
Gross profit	165,450		224,032
Operating Expenses
General and administration	265,999	$ 1,076,887	570,275	$ 1,275,931
Research and development	2,500	53,407	2,500	532,142
Related party payments		16,000		401,035
Depreciation and amortization	93,278		144,775
Total operating expenses	361,777	1,146,294	717,550	2,209,108
Net loss from operations	(196,327)	$ (1,146,294)	(493,518)	$ (2,209,108)
Other income (expense)
Interest income			3
Interest expense	(135,156)		(269,306)
Unrealized gain on marketable securities	75,000		181,050
Total other income (expense)	(60,156)		(88,253)
Net loss before taxes	(256,483)	$ (1,146,294)	(581,771)	$ (2,209,108)
Net loss	(256,483)	(1,146,294)	(581,771)	(2,209,108)
Other comprehensive income (loss)	442		442
Comprehensive Loss	$ (256,041)	$ (1,146,294)	$ (581,329)	$ (2,209,108)
Basic and dilutive loss per share (in dollars per share)	$ 0	$ (0.01)	$ 0	$ (0.01)
Weighted average number of shares outstanding (in shares)	179,496,982	152,000,000	176,083,946	180,176,796

CONSOLIDATED STATEMENTS OF CASH

CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($)	6 Months Ended
	Jul. 31, 2015	Jul. 31, 2014
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$ (581,771)	$ (2,209,108)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Common stock issued for services	57,083
Common stock issued for legal settlement	54,000
Amortization of Debt Discount	179,100
Unrealized (gain) loss on marketable securities	(181,050)
Depreciation and amortization	144,775
(Increase) decrease in operating assets:
Accounts receivable	4,829
Due from Net D	(1,276)
Increase (decrease) in operating liabilities:
Accounts payable and accrued liabilities	90,206	(106,127)
Due to related party	40,000	122,892
Net Cash Used in Operating Activities	(194,104)	(2,192,343)
CASH FLOWS FROM INVESTING ACTIVITIES:
Deposit for license agreement		(1,125,000)
Acquisition of intangible property	(65,000)
Net Cash (Used in) Investing Activities	(65,000)	(1,125,000)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds (Refund) of subscription payable		(150,000)
Proceeds for convertible note	25,000
Proceeds for investor payable		699,200
Proceeds from the sale of Preferred C stock		3,300,000
Proceeds from preferred share payable	17,500
Proceeds from issuance of stock	5,000
Net Cash Provided By Financing Activities	47,500	3,849,200
Effect of exchange rate changes	442
Net increase (decrease) in cash and cash equivalents	(211,162)	531,857
Cash and cash equivalents, beginning of period	255,455	1,034,210
Cash and cash equivalents, end of period	$ 44,293	$ 1,566,067
Supplemental cash flow information
Cash paid for interest
Cash paid for taxes
Non-cash transactions:
Common stock exchanged for Preferred A		$ 150,000
Preferred share payable exchanged for preferred C stock	$ 1,000,000
Acquisiton of goodwill	3,554,622
Issuance of preferred shares payable for acquisition	2,000,000
Issuance of investor payable for acquisition	1,556,000
Common shares exchanged for warrant	206,000
Intangible assets assumed from acquisition	351,378
Accounts payable assumed from acquisition	85,000
Note payable assumed from acquisition	$ 350,000

DESCRIPTION OF BUSINESS

DESCRIPTION OF BUSINESS	6 Months Ended
	Jul. 31, 2015
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. Gawk is focused on becoming our business customers' single source for leveraging the increasing power of the cloud, providing essential services that form the foundation for successful migration to, and efficient use of, the cloud. Our cloud computing and Infrastructure as a Service ("IaaS") solutions are designed to provide our customers with a platform on which additional cloud services can be layered. Complemented by Software as a Service ("SaaS") solutions such as storage, security and business continuity, our advanced cloud offerings allow our customers to experience the increased efficiencies and agility delivered by the cloud. Gawk's cloud-based services are flexible, scalable and rapidly deployed, reducing our customers' cost of ownership while increasing their productivity.

BASIS OF PRESENTATION OF INTERI

BASIS OF PRESENTATION OF INTERIM FINANCIAL STATEMENTS	6 Months Ended
	Jul. 31, 2015
Basis of Presentation of Interim Financial Statements [Abstract]
BASIS OF PRESENTATION OF INTERIM FINANCIAL STATEMENTS	NOTE 2 – BASIS OF PRESENTATION OF INTERIM FINANCIAL STATEMENTS Basis of Presentation of Interim Financial Statements The Company prepares its consolidated financial statements in accordance with accounting principles generally accepted in the United States of America. The accompanying interim unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information in accordance with the instructions to Form 10-Q/A and Article 8 of Regulation S-X. In our opinion, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been included. Operating results for the six months ended July 31, 2015 are not necessarily indicative of the results that may be expected for the year ending January 31, 2016. Notes to the unaudited interim consolidated financial statements that would substantially duplicate the disclosures contained in the audited consolidated financial statements for fiscal year 2015 have been omitted; this report should be read in conjunction with the audited consolidated financial statements and the footnotes thereto for the fiscal year ended January 31, 2015 included within its Form 10-K as filed with the Securities and Exchange Commission. Use of Estimates and Assumptions The preparation of financial statements in conformity with accounting principles generally accepted in the United States ("GAAP") requires management to make estimates and assumptions that affect (i) the reported amounts of assets and liabilities, (ii) the disclosure of contingent assets and liabilities known to exist as of the date the financial statements are published, and (iii) the reported amount of net revenues and expenses recognized during the periods presented. Adjustments made with respect to the use of estimates often relate to improved information not previously available. Uncertainties with respect to such estimates and assumptions are inherent in the preparation of financial statements; accordingly, actual results could differ from these estimates. Revenue Recognition The company pursues opportunities to realize revenues from consulting services. It is the company's policy that revenues and gains will be recognized in accordance with ASC Topic 605-10-25, "Revenue Recognition." Under ASC Topic 605-10-25, revenue earning activities are recognized when all of the following criteria are met: (i) persuasive evidence of an arrangement exists, (ii) the services have been rendered to the customer, (iii) the sales price is fixed or determinable, and (iv) collectability is reasonably assured. The Company typically is paid in cash or stock. When paid in stock the Company books the stock as Securities Available For Sale. The Company recognizes the revenue based on the current price per share of the stock received at the date the services are complete and prior to completion, interim measurements are taken at each reporting date. At the time the Company sells or otherwise disposes the shares, the company will record any realized gain or loss on the sale of the stock. After a measurement date has been reached for revenue recognition purposes, interim changes in fair value of the stock are reflected in Other Comprehensive Income (Loss) as an unrealized gain (loss). 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 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 July 31, 2015 and January 31, 2015 for assets measured at fair value on a recurring basis: July 31, 2015 Level 1 Level 2 Level 3 Total Marketable securities- available for sale 210,000 - - 210,000 Total assets 210,000 - - 210,000 January 31, 2015 Level 1 Level 2 Level 3 Total Marketable securities- available for sale 28,950 - - 28,950 Total assets 28,950 - - 28,950 Recent Accounting Pronouncements No accounting standards or interpretations issued recently are expected to a have a material impact on the Company's financial position, operations or cash flows.

GOING CONCERN ISSUES

GOING CONCERN ISSUES	6 Months Ended
	Jul. 31, 2015
Going Concern Issues [Abstract]
GOING CONCERN ISSUES	NOTE 3 - GOING CONCERN ISSUES The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which contemplate continuation of the Company as a going concern. However, the Company has a net loss for the six months ended July 31, 2015 of $581,329, an accumulated deficit of $7,896,309, cash flows used in operating activities of $194,104 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.

MARKETABLE SECURIITES

MARKETABLE SECURIITES	6 Months Ended
	Jul. 31, 2015
Marketable Securities [Abstract]
MARKETABLE SECURITIES	NOTE 4 – MARKETABLE SECURIITES On September 4, 2014 Cloud issued 3,000,000 common shares through a consulting agreement with Gawk, Inc. valued at $105,000 at the trading price of $.035 per share and the common stock issued to Gawk for consulting has been accounted as a marketable securities valued at $105,000. The services have been earned and completed in accordance with the agreement. The Company fair valued the marketable security available for sale at July 31, 2015 and recorded a gain on change in fair value of the asset of $181,050. Total available security available for sale at July 31, 2015 is $210,000.

LICENSING AGREEMENT _ DEPOSIT

LICENSING AGREEMENT / DEPOSIT	6 Months Ended
	Jul. 31, 2015
Licensing Agreement / Deposit [Abstract]
LICENSING AGREEMENT / DEPOSIT	NOTE 5 – LICENSING AGREEMENT / DEPOSIT On June 11, 2014 we entered into a license and subscription agreement with Cloud Medical Doctor Software Corporation formerly National Scientific Corporation (NSCT) which changed it’s name to Cipher Loc Corporation and ticker symbol to (CLOK) ("Cloud") for $1,125,000. The agreement grants to us a non-exclusive encryption license agreement which entitles us to utilize Cloud's encryption software solution within the Customer's business. We purchased a 48 months encryption licensing agreement to incorporate into our existing web based software. The licensing agreement will protect members of our platform from hackers and other privacy intrusion vehicles. CipherLoc has various features that will further protect our members and end users of our web developed platform. As of July 31 2015 the software has not been delivered to the Company, as such the cash paid for the encryption licensing agreement has been accounted as a deposit for $1,125,000.

STOCK PAYABLE

STOCK PAYABLE	6 Months Ended
	Jul. 31, 2015
Stock Payable [Abstract]
STOCK PAYABLE	NOTE 6 – STOCK PAYABLE Investor payable - common shares On May 1, 2015, the Company recorded $1,556,000 as an investor payable which shall be converted to 40,000,000 common shares for acquisition of assets (Note 7). Preferred Stock Payable On May 1, 2015, the Company recorded $2,000,000 as preferred share payable which shall be coverted to 2 Preferred Series C shares for acquisition of assets (Note 7). On June 24, 2015, the Company received $17,500 for the issuance of the 437,500 Preferred Series B shares.

EQUITY

EQUITY	6 Months Ended
	Jul. 31, 2015
Equity [Abstract]
EQUITY	NOTE 7 - EQUITY On November 4, 2014 a verified complaint was filed in Clark County, Nevada being case number A-14-709328-C against the Company by an investor known as James McCrink on behalf of the James E. McCrink Trust. The company and James E McCrink Trust reached a settlement on January 19, 2015 and issued 2,700,000 shares of common stock at a fair market value of $54,000 on February 17, 2015 in accordance with the settlement agreement. On February 13, 2015 the Company issued 4,587,156 shares for legal services rendered for $20,183. On March 20, 2015 the Company issued 9,000,000 shares with 3,000,000 shares going to each board member as compensation for serving on the board for a total of $36,900. On May 23, 2015, the Company issued 2,060,000 shares in converting warrant purchaser shares for a total consideration of $206,000 previously paid as investor payable.

BUSINESS COMBINATION

BUSINESS COMBINATION	6 Months Ended
	Jul. 31, 2015
Business Combination [Abstract]
BUSINESS COMBINATION	NOTE 8 – BUSINESS COMBINATION April 24, 2015, the Company entered into an asset purchase and sale agreement with . (Net D) which closed on May 1, 2015. 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 of the purchase of a customer list 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 Net D; (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 $4,056,000 which included $150,000 in cash $350,000 note payable, 2 Preferred Series C shares convertible into $2,000,000 of common stock and 40,000,000 common shares valued at $1,556,000. 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: May 1, 2015 Fair Value of Consideration: Cash $ 150,000 Note payable 350,000 40,000,000 common shares 1,556,000 2 Series Preferred C shares convertible into common shares 2,000,000 Total Purchase Price $ 4,056,000 Recognized amounts of identifiable assets acquired: Assets: Customer lists $ 501,378 Goodwill 3,554,622 Fair value of total assets $ 4,056,000 Revenues of $476,526 and net income of $1,276 since the acquisition date are included in the consolidated statements of operations and comprehensive income (loss) for the six months ended July 31, 2015. The following (unaudited) Proforma consolidated results of operations have been prepared as if the acquisition had occurred at February 1, 2015 and 2014. Six Months Ended June 30, 2015 2014 Revenues $ 855,397 $ 166,573 Net Loss (662,127 ) (2,341,099 ) Net loss per share basic and diluted $ (0.00 ) $ (0.01 ) Weighted average of shares outstanding 176,083,946 180,176,796

CONVERTIBLE NOTES PAYABLE

CONVERTIBLE NOTES PAYABLE	6 Months Ended
	Jul. 31, 2015
Convertible Notes Payable and Notes Payable [Abstract]
CONVERTIBLE NOTES PAYABLE	NOTE 9 – CONVERTIBLE NOTES PAYABLE The Company had the following convertible notes payable outstanding as of July 31, 2015 and January 31, 2015: July 31, 2015 January, 31, 2015 Dated – August 22, 2014 $ 1,800,000 $ 1,800,000 Dated – June 3, 2015 25,000 - Total notes payable $ 1,825,000 $ 1,800,000 Less: Discount (29,850 ) (208,950 ) Less: current portion of convertible notes payable 1,795,150 1,591,050 Long-term convertible notes payable $ - $ - On June 3, 2015, the Company entered into a Convertible Note Agreement in the principal amount of $25,000 with Mr. Knudson. The note bears interest at 15% per annum and is convertible into 287,500 shares of the Company's common stock. The Company amortized the debt discount $89,550 and $179,100 for the three and six months ended July 31, 2015, respectively.

NOTES PAYABLE

NOTES PAYABLE	6 Months Ended
	Jul. 31, 2015
Convertible Notes Payable and Notes Payable [Abstract]
NOTES PAYABLE	NOTE 10 –NOTES PAYABLE July 31, 2015 January, 31, 2015 Dated – October 30, 2014 $ 10,000 $ 10,000 Dated – May 1, 2015 350,000 - Total notes payable $ 360,000 $ 10,000 On May 1, 2015, the Company closed an asset purchase and sale agreement with Net D and agreed to pay $500,000 of which $150,000 will be paid in cash and $350,000 with a note payable. The note bears no interest.

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS	6 Months Ended
	Jul. 31, 2015
Related Party Transactions [Abstract]
RELATED PARTY TRANSACTIONS	NOTE 11 – RELATED PARTY TRANSACTIONS As of July 31, 2015 and January 31, 2015, the current CEO had unpaid salaries of $176,500 and 136,500, respectively. During the year ended January 31, 2015, the CEO advanced the Company cash of $52,354. As of July 31, 2015 and January 31, 2015 the amount owed to the prior CEO for advances was $52,354.

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS	6 Months Ended
	Jul. 31, 2015
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	NOTE 12 – SUBSEQUENT EVENTS Management has evaluated events occurring after the date of these financial statements through the date that these financial statements were issued . On August 3, 2015, the Company issued 1,346,297 shares of Common Stock for conversion of a promissory note. On August 13, 2015, the Company issued 1,859,173 shares of Common Stock for conversion of a promissory note. On August 20, 2015, the Company approved and issued 5,000,000 shares of restricted common stock to employees as payment for services rendered.

BASIS OF PRESENTATION OF INTE18

BASIS OF PRESENTATION OF INTERIM FINANCIAL STATEMENTS (Policies)	6 Months Ended
	Jul. 31, 2015
Basis of Presentation of Interim Financial Statements [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, 2015 are not necessarily indicative of the results that may be expected for the year ending January 31, 2016. Notes to the unaudited interim consolidated financial statements that would substantially duplicate the disclosures contained in the audited consolidated financial statements for fiscal year 2015 have been omitted; this report should be read in conjunction with the audited consolidated financial statements and the footnotes thereto for the fiscal year ended January 31, 2015 included within its Form 10-K as filed with the Securities and Exchange Commission.
Use of Estimates and Assumptions	Use of Estimates and Assumptions The preparation of financial statements in conformity with accounting principles generally accepted in the United States ("GAAP") requires management to make estimates and assumptions that affect (i) the reported amounts of assets and liabilities, (ii) the disclosure of contingent assets and liabilities known to exist as of the date the financial statements are published, and (iii) the reported amount of net revenues and expenses recognized during the periods presented. Adjustments made with respect to the use of estimates often relate to improved information not previously available. Uncertainties with respect to such estimates and assumptions are inherent in the preparation of financial statements; accordingly, actual results could differ from these estimates.
Revenue Recognition	Revenue Recognition The company pursues opportunities to realize revenues from consulting services. It is the company's policy that revenues and gains will be recognized in accordance with ASC Topic 605-10-25, "Revenue Recognition." Under ASC Topic 605-10-25, revenue earning activities are recognized when all of the following criteria are met: (i) persuasive evidence of an arrangement exists, (ii) the services have been rendered to the customer, (iii) the sales price is fixed or determinable, and (iv) collectability is reasonably assured. The Company typically is paid in cash or stock. When paid in stock the Company books the stock as Securities Available For Sale. The Company recognizes the revenue based on the current price per share of the stock received at the date the services are complete and prior to completion, interim measurements are taken at each reporting date. At the time the Company sells or otherwise disposes the shares, the company will record any realized gain or loss on the sale of the stock. After a measurement date has been reached for revenue recognition purposes, interim changes in fair value of the stock are reflected in Other Comprehensive Income (Loss) as an unrealized gain (loss).
Fair Value of Financial Instruments	Fair Value of Financial Instruments The Company's financial instruments consist primarily of cash, accounts payable and accrued expenses, and debt. The carrying amounts of such financial instruments approximate their respective estimated fair value due to the short-term maturities and approximate market interest rates of these instruments. The Company adopted ASC Topic 820, Fair Value Measurements 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 July 31, 2015 and January 31, 2015 for assets measured at fair value on a recurring basis: July 31, 2015 Level 1 Level 2 Level 3 Total Marketable securities- available for sale 210,000 - - 210,000 Total assets 210,000 - - 210,000 January 31, 2015 Level 1 Level 2 Level 3 Total Marketable securities- available for sale 28,950 - - 28,950 Total assets 28,950 - - 28,950
Recent Accounting Pronouncements	Recent Accounting Pronouncements No accounting standards or interpretations issued recently are expected to a have a material impact on the Company's financial position, operations or cash flows.

BASIS OF PRESENTATION OF INTE19

BASIS OF PRESENTATION OF INTERIM FINANCIAL STATEMENTS (Tables)	6 Months Ended
	Jul. 31, 2015
Basis of Presentation of Interim Financial Statements [Abstract]
Schedule of summary of fair value measured on recurring basis	July 31, 2015 Level 1 Level 2 Level 3 Total Marketable securities- available for sale 210,000 - - 210,000 Total assets 210,000 - - 210,000 January 31, 2015 Level 1 Level 2 Level 3 Total Marketable securities- available for sale 28,950 - - 28,950 Total assets 28,950 - - 28,950

BUSINESS COMBINATION (Tables)

BUSINESS COMBINATION (Tables)	6 Months Ended
	Jul. 31, 2015
Business Combination [Abstract]
Schedule of fair value of contingent consideration	May 1, 2015 Fair Value of Consideration: Cash $ 150,000 Note payable 350,000 40,000,000 common shares 1,556,000 2 Series Preferred C shares convertible into common shares 2,000,000 Total Purchase Price $ 4,056,000 Recognized amounts of identifiable assets acquired: Assets: Customer lists $ 501,378 Goodwill 3,554,622 Fair value of total assets $ 4,056,000
Schedule of consolidated results of operations acquisition	Six Months Ended June 30, 2015 2014 Revenues $ 855,397 $ 166,573 Net Loss (662,127 ) (2,341,099 ) Net loss per share basic and diluted $ (0.00 ) $ (0.01 ) Weighted average of shares outstanding 176,083,946 180,176,796

CONVERTIBLE NOTES PAYABLE (Tabl

CONVERTIBLE NOTES PAYABLE (Tables)	6 Months Ended
	Jul. 31, 2015
Convertible Notes Payable and Notes Payable [Abstract]
Schedule of convertible notes payable	July 31, 2015 January, 31, 2015 Dated – August 22, 2014 $ 1,800,000 $ 1,800,000 Dated – June 3, 2015 25,000 - Total notes payable $ 1,825,000 $ 1,800,000 Less: Discount (29,850 ) (208,950 ) Less: current portion of convertible notes payable 1,795,150 1,591,050 Long-term convertible notes payable $ - $ -

NOTES PAYABLE (Tables)

NOTES PAYABLE (Tables)	6 Months Ended
	Jul. 31, 2015
Convertible Notes Payable and Notes Payable [Abstract]
Schedule of summary of notes payable	July 31, 2015 January, 31, 2015 Dated – October 30, 2014 $ 10,000 $ 10,000 Dated – May 1, 2015 350,000 - Total notes payable $ 360,000 $ 10,000

BASIS OF PRESENTATION OF INTE23

BASIS OF PRESENTATION OF INTERIM FINANCIAL STATEMENTS (Details) - USD ($)	Jul. 31, 2015	Jan. 31, 2015
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Marketable securities - available for sale	$ 210,000	$ 28,950
Total assets	210,000	28,950
Level 1
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Marketable securities - available for sale	210,000	28,950
Total assets	$ 210,000	$ 28,950
Level 2
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Marketable securities - available for sale
Total assets
Level 3
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Marketable securities - available for sale
Total assets

GOING CONCERN ISSUES (Detail Te

GOING CONCERN ISSUES (Detail Textuals) - USD ($)	3 Months Ended		6 Months Ended
	Jul. 31, 2015	Jul. 31, 2014	Jul. 31, 2015	Jul. 31, 2014	Jan. 31, 2015
Going Concern Issues [Abstract]
Net loss	$ (256,041)	$ (1,146,294)	$ (581,329)	$ (2,209,108)
Accumulated deficit	$ (7,896,309)		(7,896,309)		$ (7,314,538)
Net Cash Provided by (Used in) Operating Activities			$ (194,104)	$ (2,192,343)

MARKETABLE SECURIITES (Detail T

MARKETABLE SECURIITES (Detail Textuals) - USD ($)	Sep. 04, 2014	Mar. 20, 2015	Jul. 31, 2015	Jan. 31, 2015
Schedule of Available-for-sale Securities [Line Items]
Number of common shares issued		9,000,000
Unrealized gain on securities available for sale			$ 181,050
Marketable securities - available for sale			$ 210,000	$ 28,950
Cloud Consulting Agreement
Schedule of Available-for-sale Securities [Line Items]
Number of common shares issued	3,000,000
Value of common shares issued	$ 105,000
Trading price	$ 0.035
Marketable securities - available for sale	$ 105,000

LICENSING AGREEMENT _ DEPOSIT (

LICENSING AGREEMENT / DEPOSIT (Detail Textuals) - USD ($)	Jun. 11, 2014	Jul. 31, 2015	Jan. 31, 2015
Deferred Revenue Arrangement [Line Items]
Deposit		$ 1,125,000	$ 1,125,000
License and subscription agreement
Deferred Revenue Arrangement [Line Items]
Deposit		$ 1,125,000
Licensing agreement, Useful life	48 months
License amount	$ 1,125,000

STOCK PAYABLE (Detail Textuals)

STOCK PAYABLE (Detail Textuals) - USD ($)	May. 01, 2015	Jun. 24, 2015	Mar. 20, 2015	Jul. 31, 2015
Conversion of Stock [Line Items]
Proceeds from Preferred Stock Payable				$ 17,500
Number of shares issued			9,000,000
Series B Preferred stock
Conversion of Stock [Line Items]
Number of shares issued		437,500
Conversion of Investor payable - common shares
Conversion of Stock [Line Items]
Investor payable, Converted amount	$ 1,556,000
Number of shares issued for acquisition of assets	40,000,000
Conversion of Preferred Stock Payable | Series C Preferred stock
Conversion of Stock [Line Items]
Investor payable, Converted amount	$ 2,000,000
Number of shares issued for acquisition of assets	2

EQUITY (Detail Textuals)

EQUITY (Detail Textuals) - USD ($)	1 Months Ended
	May. 23, 2015	Mar. 20, 2015	Feb. 17, 2015	Feb. 13, 2015
Equity [Line Items]
Common stock issued for legal services rendered				4,587,156
Value of common stock issued for legal services rendered				$ 20,183
Number of common shares issued		9,000,000
Shares issued in converting warrant purchaser shares	2,060,000
James McCrink
Equity [Line Items]
Stock issued under settlement agreement			2,700,000
Fair value of stock issued under settlement agreement			$ 54,000
Board of Directors
Equity [Line Items]
Stock issued as compensation for serving on the board		3,000,000
Value of stock issued as compensation for serving on the board		$ 36,900

BUSINESS COMBINATION (Details)

BUSINESS COMBINATION (Details) - USD ($)	May. 01, 2015	Jul. 31, 2015	Jan. 31, 2015
Assets:
Goodwill		$ 4,865,530	$ 1,310,908
Net D Consulting Inc. (Net D)
Fair Value of Consideration:
Cash	$ 150,000
Note payable	350,000
40,000,000 common shares	1,556,000
2 Series Preferred C shares convertible into common shares	2,000,000
Total Purchase Price	4,056,000
Assets:
Customer lists	501,378
Goodwill	3,554,622
Fair value of total assets	$ 4,056,000

BUSINESS COMBINATION (Parenthet

BUSINESS COMBINATION (Parentheticals) (Details)	May. 01, 2015shares
Net D Consulting Inc. (Net D)
Business Acquisition [Line Items]
Number of common shares issued as purchase consideration	40,000,000

BUSINESS COMBINATION (Details 1

BUSINESS COMBINATION (Details 1) - Net D Consulting Inc. (Net D) - USD ($)	6 Months Ended
	Jun. 30, 2015	Jun. 30, 2014
Business Acquisition [Line Items]
Revenues	$ 855,397	$ 166,573
Net Loss	$ (662,127)	$ (2,341,099)
Net loss per share basic and diluted (in dollars per share)	$ 0	$ (0.01)
Weighted average of shares outstanding (in shares)	176,083,946	180,176,796

BUSINESS COMBINATION (Detail Te

BUSINESS COMBINATION (Detail Textuals) - USD ($)	May. 01, 2015	Jul. 31, 2015	Jul. 31, 2015	Jul. 31, 2014	Jul. 31, 2015	Jul. 31, 2014
Business Acquisition [Line Items]
Revenues			$ 558,079		$ 616,661
Net income			$ (256,483)	$ (1,146,294)	$ (581,771)	$ (2,209,108)
Net D Consulting Inc. (Net D)
Business Acquisition [Line Items]
Purchase price paid for the Acquisition	$ 4,056,000
Cash	150,000
Note payable	350,000
2 Series Preferred C shares convertible into common shares	$ 2,000,000
Common shares issued (in shares)	40,000,000
Value of common shares issued	$ 1,556,000
Revenues		$ 476,526
Net income		$ 1,276

CONVERTIBLE NOTES PAYABLE (Deta

CONVERTIBLE NOTES PAYABLE (Details) - USD ($)	Jul. 31, 2015	Jan. 31, 2015
Short-term Debt [Line Items]
Convertible notes payable	$ 1,825,000	$ 1,800,000
Less: Discount	(29,850)	(208,950)
Less: current portion of convertible notes payable	$ 1,795,150	$ 1,591,050
Long-term convertible notes payable
Dated - August 22, 2014
Short-term Debt [Line Items]
Convertible notes payable	$ 1,800,000	$ 1,800,000
Dated - June 3, 2015
Short-term Debt [Line Items]
Convertible notes payable	$ 25,000

CONVERTIBLE NOTES PAYABLE (De34

CONVERTIBLE NOTES PAYABLE (Detail Textuals) - USD ($)	Jun. 03, 2015	Jul. 31, 2015	Jul. 31, 2015	Jan. 31, 2015
Short-term Debt [Line Items]
Convertible notes payable		$ 1,825,000	$ 1,825,000	$ 1,800,000
Amortization of debt discount		$ 89,550	$ 179,100
Convertible Note Agreement | Mr. Knudson
Short-term Debt [Line Items]
Convertible notes payable	$ 25,000
Interest rate per annum	15.00%
Number of convertible common shares	287,500

NOTES PAYABLE (Details)

NOTES PAYABLE (Details) - USD ($)	Jul. 31, 2015	Jan. 31, 2015
Short-term Debt [Line Items]
Notes Payable, Current	$ 360,000	$ 10,000
Dated - October 30, 2014
Short-term Debt [Line Items]
Notes Payable, Current	10,000	$ 10,000
Dated - May 1, 2015
Short-term Debt [Line Items]
Notes Payable, Current	$ 350,000

NOTES PAYABLE (Details Textual)

NOTES PAYABLE (Details Textual) - USD ($)	Jul. 31, 2015	May. 01, 2015	Jan. 31, 2015
Short-term Debt [Line Items]
Total notes payable	$ 360,000		$ 10,000
Net D | Asset purchase and sale agreement
Short-term Debt [Line Items]
Total notes payable		$ 350,000
Amount of asset purchase and sale agreement		500,000
Amount payable in cash of asset purchase and sale agreement		$ 150,000

RELATED PARTY TRANSACTIONS (Det

RELATED PARTY TRANSACTIONS (Detail Textuals) - Chief Executive Officer - USD ($)	12 Months Ended
	Jan. 31, 2015	Jul. 31, 2015
Related Party Transaction [Line Items]
Unpaid salaries	$ 136,500	$ 176,500
Advance fund from CEO	52,354
Advance amount owed to CEO	$ 52,354	$ 52,354

SUBSEQUENT EVENTS (Detail Textu

SUBSEQUENT EVENTS (Detail Textuals) - shares	Aug. 20, 2015	Aug. 13, 2015	Aug. 03, 2015	Feb. 13, 2015
Subsequent Event [Line Items]
Number of common shares issued to employees as payment for services				4,587,156
Subsequent Event
Subsequent Event [Line Items]
Number of common shares issued to employees as payment for services	5,000,000
Subsequent Event | Conversion of promissory note
Subsequent Event [Line Items]
Number of common shares issued under debt conversion		1,859,173	1,346,297