UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~WASHINGTON~~Washington, D.C. 20549

FORM 10-K

~~☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15~~(d)Mark ~~OF THE SECURITIES EXCHANGE ACT OF 1934~~One)

~~For~~x ~~the~~ANNUAL ~~Fiscal~~REPORT ~~Year~~PURSUANT ~~Ended~~TO ~~January~~SEC ~~31,~~TION ~~2016~~13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

ORFor the fiscal year ended January 31, 2017

☐o TRANSITION REPORT ~~PURSUANT~~UNDER TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

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

Commission ~~File~~file ~~Number:~~number 000-55499

~~Gawk~~GAWK ~~Incorporated~~INCORPORATED (Exact name of registrant as specified in its charter)

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

Nevada		33-1220317
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

(Formerly Media Mechanics, Inc.)

5300 Melrose Avenue, Suite 42, Los Angeles, CA		90038
(Address of principal executive offices)		(Zip Code)

Nevada		33-1220317
State of Incorporation		IRS Employer Identification No.

Registrant’s telephone number, including area code: (632) 893-8909

~~5300~~Securities ~~Melrose~~registered ~~Avenue,~~pursuant ~~Suite~~to 42Section 12(b) of the Act:

~~Los~~Title ~~Angeles,~~of CAEach ~~90038~~Class Name of Each Exchange On Which Registered N/A N/A

~~(Address~~Securities ofregistered ~~principal~~pursuant ~~executive~~to ~~offices~~Section 12(g) of the Act:

Common Stock, $0.01 par value per share (~~888)~~Title ~~754-6190~~of class)

~~(Issuer’s~~Indicate ~~telephone~~by ~~number)~~check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 the Securities Act. Yes x No x

~~Securities~~Indicate ~~registered~~by ~~under~~check mark if the registrant is not required to file reports pursuant to Section 1213 or Section 15(bd) of the ~~Exchange~~ Act: Yes ¨ No x

~~None~~Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the last 90 days. Yes ¨ No x

~~Securities~~Indicate ~~registered~~by ~~under~~check ~~Section~~mark 12whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-K (g)§229.405 of this chapter) during the ~~Exchange~~preceding ~~Act:~~12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No o

~~Common~~Indicate ~~Stock,~~by $0check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.01405 ~~par~~of ~~value~~this ~~per~~chapter) ~~share~~is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ¨

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

~~Indicate~~Large byaccelerated ~~check~~filer ~~mark~~o ifAccelerated ~~the~~filer ~~registrant~~o isNon-accelerated afiler ~~well-known~~o ~~seasoned~~(Do ~~issuer,~~not ascheck ~~defined~~if ina ~~Rule~~smaller ~~405~~reporting ofcompany) ~~the~~Smaller ~~Securities~~reporting ~~Act.~~company ~~☐ Yes ☒~~x No Emerging Growth Company o

~~Indicate~~If an emerging growth company, indicate by check mark if the registrant ishas elected not ~~required~~ to ~~file~~use ~~reports~~the ~~pursuant~~extended totransition ~~Section~~period 13for complying with any new or revised financial accounting standards provided pursuant to Section 1513(da) of the Exchange Act. ~~☐ Yes ☒ No~~ o

Indicate by check mark whether the registrant ~~(1)~~is ~~has~~a ~~filed~~shell ~~all~~company ~~reports~~(as ~~required~~defined toin beRule ~~filed~~12b-2 ~~by Section 13 or 15(d)~~ of the ~~Securities~~ Exchange Act ~~of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports~~)~~, and (2) has been subject to such filing requirements for the past 90 days~~. Yes ☐ ¨ No ☒ x

~~Indicate~~The byaggregate ~~check~~market ~~mark~~value ~~whether~~of ~~the~~Common ~~registrant~~Stock ~~has~~held ~~submitted~~by ~~electronically~~non-affiliates ~~and~~of ~~posted~~the Registrant on ~~its~~July ~~corporate Website~~31, ~~if any~~2016, ~~every~~was ~~Interactive~~approximately ~~Data~~$9,900,000 ~~File~~based ~~required~~on toa be$0.0285 ~~submitted~~average bid and ~~posted~~asked ~~pursuant~~price ~~to Rule 405~~ of ~~Regulation~~such ~~S-T~~common ~~(§232.405~~equity, as of ~~this chapter) during~~ the ~~preceding~~last 12business ~~months~~day ~~(or~~of ~~for such shorter period that~~ the registrant's ~~was~~most ~~required~~recently tocompleted ~~submit~~second ~~and~~fiscal ~~post such files)~~quarter. ~~Yes ☒ No ☐~~

Indicate bythe ~~check~~number ~~mark if disclosure~~ of ~~delinquent~~shares ~~filers~~outstanding ~~pursuant to Item 405~~ of ~~Regulation~~each ~~S-K (§229.405~~ of ~~this chapter) is not contained herein, and will not be contained, to~~ the ~~best of~~ registrant'’s ~~knowledge,~~classes inof ~~definitive~~common ~~proxy~~stock oras ~~information statements incorporated by reference in Part III~~ of ~~this~~the ~~Form~~latest ~~10-K~~practicable ~~or any amendment to this Form 10-K~~date. ☐

~~Indicate by check mark whether the registrant is a large accelerated filer~~6, ~~an accelerated filer~~342, ~~a non-accelerated filer~~546,507 orcommon ashares ~~smaller~~as ~~reporting company. See definitions~~ of ~~“large~~October ~~accelerated filer”~~20, ~~“accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act~~2017. ~~(Check one):~~

~~Large~~DOCUMENTS ~~accelerated~~INCORPORATED ~~filer~~BY ~~☐ Accelerated filer ☐ Non–Accelerated filer ☐ Small reporting company ☒~~REFERENCE

~~Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b–2 of the Exchange Act)~~None. ~~Yes ☐ No ☒~~

Aggregate market value of the voting stock held by non-affiliates: $1,501,187 as based on the closing price of the stock on July 31, 2015. The voting stock held by non-affiliates on that date consisted of 100,079,156 shares of common stock.

Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date. As of May 10, 2016, there were 342,254,092 shares of common stock, par value $0.001, issued and outstanding, 1,000 Series A Preferred stock $0.001 par value, issued and outstanding, 63,437,500 Series B Preferred stock $0.001 par value, issued and outstanding, and 14 Series C Preferred stock $0.001 par value, issued and outstanding.

Documents Incorporated by Reference: None

Gawk Incorporated

FORM 10-K ANNUAL REPORT

FOR THE FISCAL YEAR ENDED JANUARY 31, 2016

TABLE OF CONTENTS

PART I
Item 1.	Business		3
ITEM 1.	BUSINESS	4
Item 1B.	Unresolved Staff Comments		10
ITEM 1A.	RISK FACTORS	10
Item 2.	Properties		10
ITEM 1B.	UNRESOLVED STAFF COMMENTS	10
Item 3.	Legal Proceedings		10
ITEM 2.	PROPERTIES	10
Item 4.	Mine Safety Disclosures		10
ITEM 3.	LEGAL PROCEEDINGS	10
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities		10
ITEM 4.	MINE SAFETY DISCLOSURES	11
Item 6.	Selected Financial Data		11
PART II
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		11
ITEM 5.	MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES	11
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk		18
ITEM 6.	SELECTED FINANCIAL DATA	13
Item 8.	Financial Statements and Supplementary Data		F-1
ITEM 7.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	13
Item 9.	Changes in and Disagreements With Accountants on Accounting and Financial Disclosure		19
ITEM 7A.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	20
Item 9A.	Controls and Procedures		19
ITEM 8.	CONSOLIDATED FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA	21
Item 9B.	Other Information		20
ITEM 9.	CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE	50
Item 10.	Directors, Executive Officers and Corporate Governance		21
ITEM 9A.	CONTROLS AND PROCEDURES	50
Item 11.	Executive Compensation		25
ITEM 9B.	OTHER INFORMATION	51
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters		27
PART III
Item 13.	Certain Relationships and Related Transactions, and Director Independence		28
ITEM 10.	DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE	51
Item 14.	Principal Accounting Fees and Services		29
ITEM 11.	EXECUTIVE COMPENSATION	55
Item 15.	Exhibits, Financial Statement Schedules		30
ITEM 12.	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS	57
ITEM 13.	CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE	60
ITEM 14.	PRINCIPAL ACCOUNTANT FEES AND SERVICES	60
PART IV
ITEM 15.	EXHIBITS AND FINANCIAL STATEMENT SCHEDULES	61
	SIGNATURES	62

~~Table of Contents~~2

Special Note Regarding Forward-Looking Statements

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

● management's plans, objectives and budgets for its future operations and future economic performance; ● capital budget and future capital requirements; ● meeting future capital needs; ● realization of any deferred tax assets; ● the level of future expenditures; ● impact of recent accounting pronouncements; ● the outcome of regulatory and litigation matters; ● the assumptions described in this report underlying such forward-looking statements; and ● Actual results and developments may materially differ from those expressed in or implied by such statements due to a number of factors, including: ● those described in the context of such forward-looking statements; ● future service costs; ● changes in our incentive plans; ● the markets of our domestic operations; ● the impact of competitive products and pricing; ● the political, social and economic climate in which we conduct operations; and ● the risk factors described in other documents and reports filed with the Securities and Exchange Commission.

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

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

Table of Contents

PART I

~~ITEM~~Item 1. ~~BUSINESS.~~Business

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

~~The~~· ~~financial~~management's ~~statements~~plans, ~~presented~~objectives and budgets for its future operations and future economic performance; · capital budget and future capital requirements; · meeting future capital needs; · realization of any deferred tax assets; · the level of future expenditures; · impact of recent accounting pronouncements; · the outcome of regulatory and litigation matters; · the assumptions described in this report ~~are~~underlying ofsuch ~~Gawk~~forward-looking ~~Incorporated,~~statements; and · Actual results and developments may materially differ from those expressed in or implied by such statements due to a ~~Nevada~~number ~~corporation.~~of ~~When~~factors, including: · those described in the ~~terms~~context ~~“Gawk”,~~of such forward-looking statements; · future service costs; · changes in our incentive plans; · the ~~“Company~~markets of our domestic operations; · the impact of competitive products and pricing; · the political,” “social and economic climate in which we,” ~~“us”~~conduct oroperations; ~~“our”~~and ~~are~~· ~~used~~the risk factors described in ~~this~~other ~~document,~~documents ~~those~~and ~~terms~~reports ~~refer~~filed towith ~~Gawk~~the ~~Incorporated~~Securities and Exchange Commission.

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

~~Gawk~~Although ~~Incorporated,~~we ~~either~~believe ~~directly~~that orthe ~~through~~expectations ~~its~~reflected ~~various~~in ~~subsidiaries~~these ~~(collectively,~~forward-looking ~~“Gawk”,~~statements ~~“we”~~are reasonable, orit ~~“the~~cannot ~~Company”),~~guarantee ~~offers~~future aresults, ~~comprehensive~~levels ~~suite~~ of ~~cloud communications~~activity, ~~cloud~~performance ~~connectivity,~~or ~~cloud~~achievements. ~~computing~~Moreover, ~~and~~neither ~~managed~~we ~~cloud-based~~nor ~~applications~~anyone ~~solutions~~else toassumes ~~small,~~responsibility ~~medium~~for ~~and~~the ~~large~~accuracy ~~businesses,~~ and ~~offers~~completeness ~~domestic~~of ~~and~~such ~~international~~statements ~~voice~~and ~~services~~is tounder ~~communications~~no ~~carriers~~duty ~~worldwide.~~to ~~Our~~update ~~advanced,~~any ~~cloud~~of ~~services platforms enable~~ the ~~integration~~forward-looking ofstatements ~~leading~~after ~~edge solutions in~~ the ~~cloud,~~date ~~increasing~~of ~~customer~~this ~~collaboration and productivity by seamlessly connecting employees, partners, customers and vendors~~report.

In the Business Services segment, Gawk is focused on becoming our business customers’ single source for leveraging the increasing power of the cloud, providing a robust package of what we believe to be the essential services that form the foundation for their successful migration to, and efficient use of, the cloud. Our ~~cloud~~financial ~~computing~~statements ~~and Infrastructure as a Service (“IaaS”) solutions~~ are ~~designed~~stated toin ~~provide~~United ~~our~~States ~~customers~~Dollars ~~with a platform on which additional cloud services can be layered. Complemented by Software as a Service~~ (~~“SaaS”~~US$) ~~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,~~prepared ~~scalable~~in ~~and~~accordance ~~rapidly~~with ~~deployed,~~United ~~reducing~~States ~~our~~Generally ~~customers’~~Accepted ~~cost~~Accounting ~~of ownership while increasing their productivity~~Principles.

AsIn athis ~~result~~annual ~~of our growth through acquisition strategy~~report, ~~Gawk~~unless ~~continues~~otherwise ~~to expand its business customer base~~specified, ~~revenue~~all ~~stream~~dollar ~~and~~amounts ~~added~~are aexpressed ~~significant~~in ~~number~~United ofStates ~~network~~dollars ~~facilities~~ and ~~points~~all ofreferences ~~presence~~to ~~expanding~~“common ~~its~~shares” ~~geographic~~refer ~~reach.~~to ~~Through~~the ~~these~~common ~~acquisitions,~~shares wein ~~acquired advanced systems and infrastructure, augmented~~ our ~~management~~capital ~~team and employee base with talented, experienced, well-trained professionals, while continuing to provide a strong platform for further acquisitions~~stock.

~~Our~~As ~~business~~used ~~plan~~in isthis tocurrent ~~roll~~report ~~up data centers~~ and ~~other~~unless ~~strategic~~otherwise ~~businesses~~indicated, ~~within~~ the ~~cloud~~terms ~~computing~~“we”, ~~and Voice over IP sector across the United States~~“us”, of“our” ~~which~~and we"Gawk" ~~have~~mean ~~identified~~Gawk ~~more~~Incorporated ~~than~~and aour ~~dozen. With this strategy we expect to announce a series of Letters of Intent over the coming months~~subsidiaries, ~~launching~~unless ~~GAWK's~~otherwise ~~plan to create revenue by acquiring strategically aligned businesses~~indicated.

~~The~~3 ~~asset~~Table ~~purchase~~ of ~~Net D on May 1, 2015 was the first of in our long range plan of growth through acquisition. With the addition of Net D we accomplished several key items in our strategic plan:~~Contents

~~1. Increased~~General ~~Revenues~~Overview

~~2. Broadened~~Our company was incorporated on January 6, 2011 in the ~~appeal~~State of Nevada. We offer a suite of cloud communications, cloud connectivity, cloud computing, and managed cloud-based applications solutions to ~~the~~small, ~~political~~medium, ~~dialing~~and ~~arena~~large bybusinesses; ~~leveraging~~and ~~our~~offers ~~ability~~domestic and international voice services to ~~terminate~~communications ~~short~~carriers ~~duration~~worldwide. ~~calls~~It offers a suite of advanced data center and cloud-based services, including fault tolerant, high availability cloud servers, which comprise platform as a service, infrastructure as a service, and a content delivery network; managed network services that converge voice and data applications, structured cabling, wireless, and security services, as well as include Internet access via Ethernet or fiber at speeds ranging from 10 Mbps to 10 Gbps; and data center solutions, including cloud services, colocation services, and business continuity services, such as storage and security. www.gawkinc.com.

~~3. Added~~Our ~~key~~Current ~~personnel to our management team~~Business

~~The~~We ~~acquisition~~offer a comprehensive suite of ~~Connexum~~cloud communications, ~~LLC~~cloud asconnectivity, acloud ~~wholly~~computing, ~~owned~~and ~~subsidiary~~managed oncloud-based ~~January~~applications 18solutions to small, ~~2016~~medium isand ~~the~~large ~~second~~businesses, ~~step~~and inoffers ~~rounding~~domestic ~~out~~and ~~our~~international voice ~~service~~services ~~offerings~~to communications carriers worldwide. ~~Part~~Our advanced, cloud services platforms enable the integration of ~~Gawk's~~leading ~~long~~edge ~~range~~solutions ~~plans~~in ~~were~~the ~~accomplished~~cloud, ~~with~~increasing ~~this~~customer ~~acquisition~~collaboration and productivity by ~~adding~~seamlessly ~~the~~connecting ~~following:~~employees, partners, customers and vendors.

1In the Business Services segment, Gawk is focused on becoming our business customers’ single source for leveraging the increasing power of the cloud, providing a robust package of what we believe to be the essential services that form the foundation for their successful migration to, and efficient use of, the cloud. ~~Increased~~ ~~Revenues~~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.

~~2. Added~~As ~~key~~a ~~personnel~~result of our growth through acquisition strategy, Gawk continues to expand its business customer base, revenue stream and added a significant number of network facilities and points of presence expanding its geographic reach. Through these acquisitions, we acquired advanced systems and infrastructure, augmented our management team and employee base with talented, experienced, well-trained professionals, while continuing to provide a strong platform for further acquisitions.

3Gawk is pursuing a three-tiered growth strategy: developing specialized solutions for key vertical markets, targeting cloud services companies for acquisition, and accelerating organic growth. ~~Added~~ ~~Hosted~~Our ~~PBX~~continuing aseffort ato deliver advanced cloud solutions to companies with more complex requirements is supported by our cloud solutions platform that allows us to rapidly respond to our customers and potential customers’ needs for customized or enhanced solutions. We also intend to continue to develop vertically oriented solutions to expand our revenue opportunities and further differentiate our service ~~offering~~suite. We intend to acquire additional cloud services companies that can further expand our customer base, allow us to introduce additional cloud products and services, and gain scale. Our strategy to organically grow our Business Services revenue includes securing large strategic distribution partners, increasing our direct as well as indirect channel sales efforts, upselling solutions to our existing base and leveraging our management, Board of Directors and shareholder relationship network.

~~4. Added~~Business ~~Hosted Call Center as a service offering~~Services

4Our Cloud-based services are designed to meet the communications, network and computing requirements of growing businesses, while maximizing the price-performance ratio. We believe that giving our customers access to the Cloud provides a more cost-effective, reliable and secure communications and IT experience, and relieves them of the capital and support burdens associated with more traditional services. Additionally, customers can reduce costs while adding features and functionality and improving productivity across the enterprise. Gawk is increasingly focused on providing specialized, market-based solutions to important verticals and larger enterprises, matching our advanced solutions to key industry-specific customer requirements.

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

~~These~~4 ~~two~~Table ~~acquisitions coupled with the acquisition~~ of ~~Webrunners in the prior fiscal year round out the base service offerings while also establishing a solid foundation for future acquisitions while we continue to focus on our core competencies.~~Contents

Gawk’s isservices ~~pursuing~~are adesigned ~~three-tiered~~to ~~growth~~provide ~~strategy:~~significant ~~developing~~benefits ~~specialized~~to ~~solutions~~businesses ~~for~~of ~~key~~all ~~vertical markets~~sizes, ~~targeting~~with ~~cloud~~single ~~services~~or ~~companies~~multiple ~~for acquisition, and accelerating organic growth~~locations. ~~Our~~The ~~continuing~~integration ~~effort~~of ~~to deliver advanced~~ cloud solutions toon ~~companies with more complex requirements is supported by~~ our ~~cloud~~advanced ~~solutions~~services platform ~~that~~ allows ~~us to rapidly respond to our~~ customers ~~and potential customers’ needs for customized or enhanced solutions. We also intend~~ to ~~continue~~seamlessly toconnect ~~develop~~people ~~vertically~~with ~~oriented~~the ~~solutions~~information tothey ~~expand~~need ~~our revenue opportunities and further differentiate our service suite. We intend~~ to ~~acquire~~collaborate ~~additional cloud services companies that can further expand our customer base~~effectively, ~~allow~~regardless us to introduce additional cloud products and services, and gain scale. Our strategy to organically grow our Business Services revenue includes securing large strategic distribution partners, increasing our direct as well as indirect channel sales efforts, upselling solutions to our existing base and leveraging our management, Board of ~~Directors~~the ~~and~~device ~~shareholder~~they ~~relationship network~~use.

~~Item~~Our ~~1. Description~~cloud solutions are also designed to minimize upfront capital costs, increase the scalability and flexibility of ~~Business~~the customer’s communications network and service environment, provide robust features and functionality to increase productivity, and reduce the overall cost of communications.

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

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

WeGawk ~~offer~~operates a ~~suite~~robust ofand ~~advanced~~reliable ~~data~~carrier ~~center~~grade network and ~~cloud-based~~infrastructure ~~services,~~that ~~including~~delivers ~~fault tolerant,~~ high ~~availability cloud servers~~quality, ~~which encompasses PaaS (platform as a service), IaaS (infrastructure as a service) and a worldwide CDN (content delivery network). In-building connectivity provides~~ diverse and ~~redundant~~secure ~~access~~connections to ~~the cloud for~~ our ~~Irvine~~Cloud ~~location customers~~services. ~~The~~Our ~~Company’s~~Managed ~~managed~~Network ~~network services converge voice and data applications~~Services, ~~structured~~Internet ~~cabling~~Access, ~~wireless~~Ethernet, ~~security~~Fiber ~~services,~~ and ~~includes~~Cloud ~~Internet~~based ~~access~~solutions ~~via~~can ~~Ethernet~~be orprovided ~~Fiber~~either aton-net ~~speeds~~leveraging ~~ranging~~our ~~from~~own 10extensive ~~Mbps~~network, toor 10off-net ~~Gbps.~~using ~~Our~~the ~~data~~networks ~~center~~of ~~solutions~~our ~~include~~carrier ~~cloud services~~partners, ~~colocation~~for ~~services,~~truly ~~and~~diverse ~~business continuity services such as storage,~~ and ~~security~~redundant connections.

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

~~Our~~Gawk's ~~cloud~~state ~~solutions~~of ~~are~~the ~~also~~art ~~designed~~SIP tosoftswitches ~~minimize~~offers ~~upfront~~a ~~capital~~full ~~costs,~~suite ~~increase~~of ~~the~~wholesale ~~scalability~~services ~~and~~with ~~flexibility~~all ofUS ~~the~~services ~~customer’s~~supporting ~~communications~~ANI, ~~network~~G711, ~~and~~RFC ~~service~~2833 ~~environment,~~and ~~provide~~T.38 ~~robust~~specializing ~~features~~in ~~and~~high ~~functionality~~call toper ~~increase~~second ~~productivity,~~with ~~and~~short ~~reduce~~term ~~the~~duration ~~overall~~and ~~cost~~maximum ofcapacity ~~communications~~availability.

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

~~Carrier~~Gawk ~~Services~~now offers a complete phone system with the power of an enterprise-class phone system without the cost and complexity of bulky hardware. Set up in minutes, and command your system to work the way you do. You can access and manage it from anywhere, connect remote personal as if they are in the same room, and give your employees access to all the phone and features they need. Some of the key features of our Cloud Hosted PBX:

~~Gawk~~ · ~~operates~~24/7 aCUSTOMER ~~robust~~SUPPORT · ~~and~~No ~~reliable~~set ~~carrier~~up ~~grade~~or ~~network~~activation ~~and~~fees · ~~infrastructure~~Voicemail ~~that delivers high quality, diverse and secure connections~~ to ~~our~~Email · ~~Cloud~~Unlimited ~~services.~~inbound ~~Our Managed Network Services,~~ Internet ~~Access,~~faxes · ~~Ethernet,~~HD ~~Fiber~~Video ~~and~~Calling · ~~Cloud~~Free ~~based~~Conference ~~solutions~~Calling · ~~can~~Auto beAttendant ~~provided~~and ~~either on~~dial-~~net~~byname ~~leveraging~~directory · ~~our own extensive network, or off~~Toll-~~net~~Free ~~using~~Minutes ~~the~~Included · ~~networks~~Keep ofyour ~~our~~existing ~~carrier~~phone ~~partners,~~numbers ~~for truly diverse and redundant connections.~~

5Unified Communications

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

~~SIP~~5 ~~Trunking~~Table of Contents

~~Gawk's~~Cloud state of the art SIP softswitches offers a full suite of wholesale services with all US services supporting ANI, G711, RFC 2833 and T.38 specializing in high call per second with short term duration and maximum capacity availability.Computing

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

~~Gawk now offers a complete phone system with the power of an enterprise~~Cloud-~~class~~Based phone system without the cost and complexity of bulky hardware. Set up in minutes, and command your system to work the way you do. You can access and manage it from anywhere, connect remote personal as if they are in the same room, and give your employees access to all the phone and features they need. Some of the key features of our Cloud Hosted PBXStorage

~~24/7~~Gawk ~~CUSTOMER~~offers ~~SUPPORT No~~a ~~set~~solution upthat oraddresses ~~activation~~the ~~fees Voicemail~~explosive togrowth ~~Email Unlimited~~of ~~inbound~~data ~~Internet~~across ~~faxes HD~~all ~~Video~~industries ~~Calling Free~~with ~~Conference~~a ~~Calling Auto~~cost-effective ~~Attendant~~ and ~~dial~~secure storage solution hosted in the cloud. This scalable, fully redundant solution is hosted off-~~byname~~premise, ~~directory Toll~~reduces customer data center footprints and resource requirements, and facilitates additional SaaS solutions that can be accommodated on the same cloud platform. Gawk delivers a storage and data back-~~Free~~up ~~Minutes~~assessment ~~Included~~ service ~~Keep~~as ~~your~~part ~~existing~~of ~~phone~~its ~~numbers~~storage offering, measuring growth and duplication benchmarked against best practices. The solution consolidates requirements across the enterprise, increases efficiency and achieves economies of scale designed to reduce overall customer costs.

~~Unified~~Service ~~Communications~~Plans

~~The~~ Gawk’s ~~Unified~~business ~~Communications~~communications ~~platform~~services ~~compliments~~generally ~~our~~offer ~~Cloud~~several different service packages designed to meet specific customer needs and ~~Data~~requirements. ~~Center~~Base ~~solutions~~level ~~with~~plans ~~integrated~~offer a basic service ~~features~~package ~~that~~for ~~seamlessly~~a ~~combine,~~low ~~voice,~~monthly ~~PBX~~recurring charge. Additional charges, such as SIP, ~~trunks~~PBX, wireless, ~~messaging,~~security ~~and~~or ~~targeted~~network ~~automated~~consulting ~~dialing~~are ~~solutions~~charges on an individual case basis. ~~Our~~Optional ~~integrated~~value-added ~~suite~~features offor basic services are ~~device~~available for an incremental monthly charge appropriate for the service. Cloud connectivity services such as In Building Internet access services and/or ~~location~~private ~~agnostic,~~line ~~allowing~~services ~~clients~~are ofcharged ~~all~~on ~~sizes~~a tofixed ~~increase~~monthly ~~productivity~~basis, ~~lower~~and ~~costs~~are bygenerally ~~simplifying~~based ~~communications~~on ~~over~~the bandwidth utilized and the ~~most~~endpoints ~~preferred~~involved. orCloud ~~available~~computing ~~device~~services are based on a utility pricing model, and charges for managed cloud solutions are generally composed of an upfront charge and a monthly recurring charge. Gawk’s business customer contracts range from one to five years.

~~Cloud Computing~~Network

Gawk’s ~~Cloud~~operates ~~Computing~~a ~~service~~robust ~~centralizes~~and ~~information~~reliable ~~management,~~carrier-grade ~~hardware,~~ network and infrastructure inthat andelivers ~~off-premise~~high ~~location~~quality, ~~hosted~~diverse and ~~managed~~secure byconnections ~~Gawk.~~to ~~Offered~~our asCloud ~~private,~~services. ~~hybrid~~Our orManaged ~~community~~Network ~~solutions~~Services, ~~Gawk’s~~Internet ~~secure~~Access, ~~offerings~~Ethernet, ~~drive~~Fiber ~~efficiencies in both costs~~ and ~~resources~~Cloud ~~allowing~~based ~~for~~solutions ~~rapid~~can ~~scalability~~be ~~and~~provided ~~deployment~~either ofon-net ~~applications.~~leveraging ~~These~~our ~~offerings~~own ~~provide~~extensive ~~a predictable~~network, ~~utility~~or off-~~based~~net ~~OpEx~~using ~~model,~~the ~~which~~networks ~~eliminates~~of ~~significant~~our ~~capital~~carrier ~~expenditures~~partners, ~~removes~~for ~~obsolescence~~truly ~~concerns~~diverse and ~~future-proofs~~redundant ~~customer investments~~connections.

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

The Gawk ~~offers~~network ais ~~solution~~characterized ~~that~~by ~~addresses~~its ~~the~~low ~~explosive~~cost ~~growth~~ of ~~data~~deployment ~~across~~and ~~all~~low ~~industries~~recurring ~~with~~costs. aIt ~~cost-effective~~has ~~and~~been ~~secure~~constructed ~~storage~~to ~~solution~~meet ~~hosted~~actual, inrather ~~the~~than ~~cloud. This scalable~~speculative, ~~fully~~customer ~~redundant~~demand ~~solution~~with ison-net ~~hosted~~and off-~~premise,~~net ~~reduces~~connections ~~customer~~to ~~data~~provide ~~center~~ubiquitous ~~footprints and resource requirements~~access, ~~and~~delivering ~~facilitates~~maximum ~~additional~~cost ~~SaaS~~efficiency ~~solutions~~without ~~that~~sacrificing ~~can be accommodated on the same cloud platform~~quality. ~~Gawk~~Our ~~delivers~~robust anetwork ~~storage~~is ~~and~~designed ~~data back-up assessment service~~ as ~~part~~a offully ~~its~~meshed ~~storage~~OSPF ~~offering,~~(Open ~~measuring~~Shortest ~~growth~~Path ~~and~~First) ~~duplication~~running ~~benchmarked~~BGP ~~against~~with ~~best~~multiple ~~practices~~peers. ~~The~~OSPF ~~solution~~automatically ~~consolidates~~detects ~~requirements~~changes ~~across~~in the ~~enterprise~~topology, ~~increases~~such ~~efficiency~~as ~~and~~link ~~achieves~~failures, ~~economies~~and ofselects ~~scale~~a ~~designed~~new torouting ~~reduce~~structure ~~overall~~within ~~customer costs~~seconds.

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

~~Gawk’s~~6 ~~business~~Table communications services generally offer several different service packages designed to meet specific customer needs and requirements. Base level plans offer a basic service package for a low monthly recurring charge. Additional charges, such as SIP, PBX, wireless, security or network consulting are charges on an individual case basis. Optional value-added features for basic services are available for an incremental monthly charge appropriate for the service. Cloud connectivity services such as In Building Internet access services and/or private line services are charged on a fixed monthly basis, and are generally based on the bandwidth utilized and the endpoints involved. Cloud computing services are based on a utility pricing model, and charges for managed cloud solutions are generally composed of ~~an upfront charge and a monthly recurring charge. Gawk’s business customer contracts range from one to five years.~~Contents

6Cloud Services Platform

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

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

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

~~Our~~We ~~Data~~market ~~Center~~ and ~~Business~~sell ~~Services~~our ~~network~~business ~~operations~~services ~~centers~~to ~~are~~small, ~~highly~~medium ~~automated~~ and ~~monitored~~large 24customers ~~hours~~through ~~per~~distribution ~~day~~partners, 7direct ~~days~~sales ~~per~~personnel ~~week~~and inside sales representatives. Our ~~centers~~independent ~~employ~~distribution ~~state-~~partners are typically paid commissions based on their sales and, thereafter, the continued use of- our services by the~~-art~~ ~~monitoring~~customers ~~and~~sold ~~alert~~by ~~systems~~them. ~~that~~Our sales employees, including direct sales and inside sales, are ~~designed~~typically tocompensated ~~ensure~~through ~~quality~~a combination of ~~service~~base salary and acommissions ~~proactive~~based ~~response~~on totheir ~~potential~~actual ~~customer~~sales ~~service issues~~performance.

~~The~~Our ~~Gawk~~distribution ~~network~~partners isgenerally ~~characterized~~target bysmaller- ~~its~~to ~~low~~medium- ~~cost~~size ofbusinesses, ~~deployment~~while ~~and~~our ~~low~~direct ~~recurring~~sales ~~costs~~force focuses on the larger enterprise customers in our targeted verticals. ItWe ~~has~~believe ~~been~~that ~~constructed~~our toCloud ~~meet~~platform, ~~actual~~infrastructure, ~~rather~~systems ~~than~~and ~~speculative,~~connectivity ~~customer~~provide ~~demand~~a ~~with~~strong ~~on-net~~competitive ~~and~~advantage ~~off-net~~in ~~connections~~serving tothese ~~provide~~larger ~~ubiquitous~~enterprise ~~access~~customers, ~~delivering~~creating ~~maximum~~real ~~cost~~value ~~efficiency~~with ~~without~~specialized ~~sacrificing~~solutions ~~quality~~that meet their more complex and rigorous requirements. ~~Our~~Referrals, ~~robust~~strategic ~~network~~relationships isand ~~designed~~the asstrength aof ~~fully~~our ~~meshed~~corporate ~~OSPF~~relationships ~~(Open~~are ~~Shortest~~also ~~Path~~a ~~First)~~key ~~running~~part ~~BGP~~of ~~with~~our ~~multiple~~overall ~~peers.~~sales ~~OSPF~~and ~~automatically~~marketing ~~detects~~plan. ~~changes~~We inbelieve that the ~~topology,~~substantial ~~such~~experience asand ~~link~~relationships ~~failures,~~of our executives and ~~selects~~directors awill ~~new~~assist ~~routing~~us ~~structure~~in ~~within~~organically ~~seconds~~growing our business through the addition of new customers.

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

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

~~Our~~Gawk ~~custom~~intends Cloud services platform was designed and developed by our own team of experienced technicians with many years using advanced, yet proven technology. This platform is scalable, flexible and secure, delivering an integrated portfolio of Cloud-based communications services that enable businesses of every size to ~~increase~~grow ~~productivity~~organically ~~and~~through ~~efficiency~~direct ~~while~~as ~~controlling~~well ~~costs.~~as ~~Information~~indirect ~~management,~~channel ~~hardware,~~sales ~~network~~efforts; ~~and infrastructure are centralized off-premise, hosted and managed~~ by ~~us,~~securing ~~allowing~~large ~~customers~~strategic todistribution ~~rapidly~~partners ~~adjust~~ to ~~fluctuating~~extend ~~and~~our ~~unpredictable~~geographic ~~service demands, drive efficiencies in staff~~ and ~~space,~~vertical ~~and~~market ~~eliminate~~reach; ~~the~~through ~~need for costly technology upgrades. The architecture of our platform has been designed to allow for~~ the ~~seamless integration of additional Cloud~~up-~~based~~sale ~~applications,~~and ~~whether or not developed by Gawk. Gawk’s custom platform allows faster, easier, more cost~~cross-~~effective~~sale ~~introduction~~ of ~~new,~~services ~~business-critical applications, delivering a unique feature set engineered~~ to ~~quickly~~our ~~respond~~existing to customer ~~demands~~base; and ~~market requirements. We differentiate ourselves from our competitors~~ by ~~combining~~leveraging ~~our robust carrier-grade network services to enable secure connections to the Cloud~~management, ~~delivering~~Board ~~true diversity~~ and ashareholder ~~fully~~relationships ~~integrated~~to ~~solution~~help ~~for~~penetrate ~~maximum~~larger ~~efficiency and cost savings~~enterprises.

~~Our~~7 ~~custom~~Table ~~platform has been engineered using advanced technologies, best~~ of breed equipment and provides for redundancy, fault tolerance and future geographical diversity. The platform has been designed for scalability as well as resiliency, and can be easily expanded to accommodate any required number of connections and customers. Platform solutions are location and device neutral, serving multiple as well as single locations nationwide, connecting users to customers and other employees on desktops, laptops, handsets, tablets and mobile phones, wherever they may be. The platform is currently deployed in our Irvine data center; the platform has a fully functional, redundant system whose services can be replicated at additional locations in a cost effective and timely manner. Thus, should one of the data centers be hit with a catastrophic event, customers should experience no interruption of service. The result is to ensure a proven, reliable and consistent uptime, which is crucial for delivering mission critical solutions.Contents

7We intend to increasingly focus our sales and marketing efforts on developing vertically oriented solutions for targeted markets that require the kind of specialized solutions made possible by our state-of-the-art network and advanced services platforms. Our vertically oriented solutions offer a substantial opportunity to gain market share.

~~Table of Contents~~Competition

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

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

~~Our~~As ~~distribution~~of ~~partners~~January ~~generally target smaller- to medium- size businesses~~31, ~~while our direct sales force focuses on the larger enterprise customers in our targeted verticals. We believe that our Cloud platform~~2017, ~~infrastructure,~~we ~~systems~~had ~~and~~11 ~~connectivity~~full ~~provide~~time ~~a strong competitive advantage in serving these larger enterprise customers, creating real value with specialized solutions that meet their more complex and rigorous requirements~~employees. ~~Referrals,~~None ~~strategic relationships and the strength~~ of our ~~corporate~~employees ~~relationships~~ are ~~also~~represented by a ~~key~~labor ~~part~~union ofor ~~our~~collective ~~overall~~bargaining ~~sales and marketing plan~~agreement. We ~~believe~~consider ~~that~~our ~~the~~employee ~~substantial~~relations ~~experience~~to ~~and~~be ~~relationships~~good, ~~of our executives~~ and, ~~directors~~to ~~will~~date, ~~assist~~we ushave innot ~~organically~~experienced ~~growing~~a ~~our~~work ~~business through the addition of new customers~~stoppage.

~~Strategy~~Available Information

Our ~~recent~~principal ~~acquisitions~~executive ~~and~~offices ~~improved financial performance~~ are ~~important~~located ~~milestones~~at in5300 ~~our~~Melrose ~~strategic~~Avenue, ~~roadmap~~Suite as42, weLos ~~work~~Angeles, toCalifornia ~~become the industry’s leading and most successful cloud services provider~~90038. ~~Our~~The ~~plans~~telephone ~~for~~number ~~growth~~at ~~are~~our ~~supported~~executive byoffices anis ~~experienced~~888-754-6190 and ~~tested management team and dedicated staff,~~ our ~~advanced~~main ~~cloud~~corporate ~~services~~website ~~platforms,~~is ~~and leading edge systems and infrastructure~~www.Gawkinc.com. WeThe ~~believe~~information ~~we are well positioned to continue to execute~~ on ~~our~~the ~~strategy~~Company’s towebsite ~~organically~~is ~~grow~~neither ~~our~~a ~~revenue~~part ~~from the Business Services segment~~of, ~~develop~~nor ~~vertically~~incorporated ~~oriented~~by ~~solutions~~reference ~~and~~into, ~~acquire~~this ~~additional cloud services companies~~report.

~~Gawk~~We ~~intends~~make toavailable ~~grow~~our ~~organically~~Annual ~~through~~Reports ~~direct~~on asForm ~~well~~10-K, asQuarterly ~~indirect~~Reports ~~channel~~on ~~sales~~Form ~~efforts;~~10-Q, byCurrent ~~securing~~Reports ~~large~~on ~~strategic~~Form ~~distribution~~8-K ~~partners~~and amendments to ~~extend~~those ~~our~~reports ~~geographic~~filed ~~and~~or ~~vertical~~furnished ~~market~~pursuant ~~reach;~~to ~~through~~Section 13(a) or Section 15(d) of the ~~up-sale~~Securities ~~and~~Exchange ~~cross-sale~~Act of ~~services~~1934, toas amended, free of charge on our ~~existing~~website, ~~customer~~www.Gawkinc.com as ~~base;~~soon as reasonably practicable after they are electronically filed with or furnished to the Securities and Exchange Commission or SEC. Additionally, copies of materials filed by ~~leveraging~~us ~~management~~with the SEC may be accessed at the SEC’s Public Reference Room at 100 F Street, ~~Board~~N.E., ~~and~~Washington, ~~shareholder~~DC ~~relationships~~20549, between the hours of 10:00 am to ~~help~~3:00 ~~penetrate~~pm, ~~larger~~or ~~enterprises~~at the SEC’s web site www.sec.gov. For information about the SEC’s Public Reference Room, please call 1-800-SEC-0339.

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

Through Gawk’s ~~intends~~recent toacquisitions ~~build~~we onhave focused our efforts within the ~~success~~technology ofsector ~~its~~specializing ~~WebRunners~~in ~~transactions~~high-demand, ~~through~~high-availability ~~additional~~hosting ~~acquisitions~~solutions ofand ~~cloud~~professional IT services. ~~companies~~Gawk provides enterprise-level hosting services to businesses of any size through our carefully-planned architecture and commitment to providing excellent support. WeProducts ~~believe~~offered ~~that~~include ~~the~~PaaS ~~experience~~(platform ~~gained~~as ina ~~integrating~~service), ~~people~~IaaS (infrastructure as service), ~~products~~colocation space, ~~systems~~dedicated servers, ~~platforms~~cloud ~~and~~services, ~~customers~~shared ~~positions~~hosting, usemail, ~~well~~spam tofiltering ~~advance~~and ~~our~~network ~~growth~~consulting services. WeAdditional ~~will~~infrastructure ~~continue~~services toat ~~look~~our toIrvine ~~acquire~~location ~~companies~~include ~~that~~in-building ~~can~~bandwidth ~~expand~~services; ~~our~~in-building ~~customer~~structured ~~base~~cabling and ~~distribution~~managed ~~capability,~~network ~~add~~services. ~~additional~~At ~~cloud-based~~various ~~products~~customer ~~and~~sites ~~services~~across ~~and~~Southern ~~help~~California usGawk ~~increase~~provides ~~the~~private ~~scale~~cloud ofservices, ~~our~~security ~~operations~~services and managed network services.

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

~~Each~~8 ofTable ~~Gawk’s business segments are highly competitive, rapidly evolving, and subject to constant technological change. In each~~ of our business segments, we compete with companies that are significantly larger and have substantially greater market presence, financial, technical, operational and marketing resources than we do. In the event that such a competitor expends significant sales and marketing resources in one or several markets where we compete with them, we may not be able to compete successfully in those markets. Specialized cloud services providers, who focus on one or more cloud service or application, could adopt aggressive pricing and promotion practices that could impact our ability to compete. We also believe that competition will continue to increase, placing downward pressure on prices. Such pressure could adversely affect our gross margins if we are not able to reduce our costs commensurate with the price reductions of our competitors. Further, the pace of technological change makes it impossible for us to predict whether we will face new competitors using different technologies to provide the same or similar services offered or proposed to be offered by us. If our competitors were to provide better and more cost effective services than ours, we may not be able to increase our revenues or capture any significant market share.Contents

8 · “Amazon Web Services’ (AWS) continues to hold the lead in market share for cloud infrastructure services despite competition from Microsoft, according to latest figures from Synergy Research. The research, which examines infrastructure as a service (IaaS), platform as a service (PaaS), private and hybrid cloud, sees AWS’ overall share at 28%, compared to Microsoft’s 10%, IBM at 7%, Google at 5%, Salesforce 4%, and Rackspace 3%. Year on year growth saw Microsoft (96%) and Google (88%) the biggest climbers, with Amazon (51%) and IBM (48%) holding steady. · Comparative figures from Synergy in previous quarters have shown Microsoft strive to claim second position in the cloud infrastructure market, with AWS way out in front. Many actual or perceived barriers to cloud adoption have now been removed, and the worldwide market is on a strong growth trajectory.” Source: By James Bourne 03 February 2015, Cloudtech, www. cloudcomputing-news.net

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

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

As of January 31, 2016, we had 8 full time employees. None of our employees are represented by a labor union or collective bargaining agreement. We consider our employee relations to be good, and, to date, we have not experienced a work stoppage.REGULATIONS

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

~~Our~~Release ~~principal~~Management ~~executive offices are located at 5300 Melrose Avenue~~Supplement, ~~Suite 42, Los Angeles, California 90038~~v1. ~~The telephone number at our executive offices is 888-754-6190 and our main corporate website is www.Gawkinc.com. The information on the Company’s website is neither a part of~~0, ~~nor~~Published ~~incorporated~~June ~~by reference into~~28, ~~this report.~~2013

WeThis ~~make~~CMS ~~available~~Technical ~~our~~Reference ~~Annual~~Architecture ~~Reports~~– onRelease ~~Form~~Management ~~10-K~~Supplement, ~~Quarterly~~Version ~~Reports~~1.0 oncomplements ~~Form~~the ~~10-Q,~~CMS ~~Current~~TRA ~~Reports~~by onproviding ~~Form~~rules ~~8-K~~ and ~~amendments~~engineering toguidance ~~those~~for ~~reports filed or furnished pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934~~developing, ~~as amended~~testing, ~~free~~and ofhosting ~~charge~~CMS ondistributed ~~our~~systems ~~website, www.Gawkinc.com as soon as reasonably practicable after they are electronically filed with or furnished to the Securities~~ and ~~Exchange~~business ~~Commission~~applications orwithin ~~SEC. Additionally, copies of materials filed by us with~~ the ~~SEC may be accessed at the SEC~~agency’s ~~Public~~data ~~Reference~~center ~~Room at 100 F Street~~Development, ~~N.E.~~Test, ~~Washington~~Implementation, DCand ~~20549,~~Production ~~between~~Processing ~~the hours of 10:00 am to 3:00 pm, or at the SEC’s web site www~~environments.~~sec.gov. For information about the SEC’s Public Reference Room, please call 1-800-SEC-0339.~~

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

~~Through~~The ~~Gawk’s~~CMS ~~recent~~Chief ~~acquisitions~~Technology weOfficer ~~have~~authorizes ~~focused~~and ~~our~~approves ~~efforts within~~ the ~~technology~~publication ~~sector~~of ~~specializing~~the inRelease ~~high-demand,~~Management ~~high-availability~~Supplement ~~hosting solutions~~ and ~~professional~~its ~~IT services~~contents. ~~Gawk~~This ~~provides~~supplement ~~enterprise-level~~augments ~~hosting services to businesses of any size through our carefully-planned architecture~~ and ~~commitment~~aligns towith ~~providing~~the ~~excellent~~CMS ~~support.~~TRA ~~Products~~Foundation ~~offered include PaaS (platform as a service)~~3.0, ~~IaaS (infrastructure as service), colocation space, dedicated servers, cloud services, shared hosting, email, spam filtering~~ and ~~network~~CMS ~~consulting~~will ~~services.~~update ~~Additional~~it ~~infrastructure~~on ~~services~~an ~~at our Irvine location include in~~as-~~building~~needed ~~bandwidth services; in-building structured cabling and managed network services~~basis. ~~At various customer sites across Southern California Gawk provides private cloud services, security services and managed network services.~~

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

·You ~~“Amazon~~are ~~Web~~advised ~~Services’ (AWS) continues~~ to ~~hold~~read ~~the~~this ~~lead~~Form 10-K in ~~market~~conjunction ~~share~~with ~~for~~other ~~cloud~~reports ~~infrastructure~~and ~~services~~documents ~~despite~~that ~~competition~~we file from ~~Microsoft,~~time ~~according~~ to ~~latest~~time ~~figures~~with ~~from~~the ~~Synergy Research~~SEC. ~~The~~In ~~research~~particular, ~~which~~please ~~examines~~read ~~infrastructure~~our asQuarterly aReports ~~service~~on ~~(IaaS),~~Form ~~platform~~10-Q asand aCurrent ~~service~~Reports ~~(PaaS),~~on ~~private~~Form ~~and~~8-K ~~hybrid~~that ~~cloud,~~we ~~sees~~file ~~AWS’~~from ~~overall~~time ~~share~~to attime. ~~28%,~~You ~~compared~~may toobtain ~~Microsoft~~copies of these reports directly from us or from the SEC at the SEC’s ~~10%,~~Public ~~IBM~~Reference Room at ~~7%,~~100 ~~Google~~F. atStreet, 5%N.E. Washington, ~~Salesforce~~D.C. 4%20549, and ~~Rackspace~~you ~~3%.~~may ~~Year~~obtain oninformation ~~year~~about ~~growth~~obtaining ~~saw~~access ~~Microsoft~~to ~~(96%)~~the ~~and~~Reference ~~Google~~Room ~~(88%)~~by calling the ~~biggest~~SEC ~~climbers~~at 1-800-SEC-0330. In addition, ~~with~~the ~~Amazon~~SEC ~~(51%)~~maintains ~~and~~information ~~IBM~~for ~~(48%)~~electronic ~~holding~~filers ~~steady~~at its website http://www.sec.gov.

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

~~AWS~~Item ~~continues to be the provider of choice for the large enterprise customer however; the cost to scale AWS instances can be prohibitively expensive even in the wake of recent price cuts~~1A. ~~Price~~Risk sensitive customers and knowledgeable IT professions find that the cost to grow infrastructure and the ability to migrate to another platform from AWS is a major concern. The Cloud services we offer are flexible, secure, and highly portable while simultaneously price completive in the market place.Factors

9As a “smaller reporting company”, we are not required to provide the information required by this Item.

~~Table~~Item of1B. ~~Contents~~Unresolved Staff Comments

~~Our~~As ~~latest~~a ~~Cloud~~“smaller ~~offering~~reporting ~~frees~~company”, uswe ~~from~~are ~~proprietary~~not ~~third~~required ~~party hardware and the associated cost constraints~~ to ~~our~~provide ~~growth. We continue to enjoy our long standing relationships with companies like cPanel, Microsoft, Spam Experts and~~ the ~~Irvine~~information ~~Company.~~required Weby ~~welcome~~this ~~recent relationships with OnApp, WHMCS and Level3~~ Item.

~~REGULATIONS~~Item 2. Properties

~~There~~Our ~~are~~principal noplace ~~regulatory~~of ~~requirements~~business ~~for~~is ~~this~~at ~~internet~~5300 ~~medium~~Melrose ~~other~~Avenue, ~~than~~Suite as42, ~~follows:~~Los Angeles, CA 90038. Our company pays $100 per month in rent on a month to month basis for this location.

~~Release~~Item ~~Management Supplement, v1~~3.0, ~~Published~~Legal ~~June 28, 2013~~Proceedings

~~This~~Other ~~CMS~~than ~~Technical~~as ~~Reference~~set ~~Architecture~~out –below, ~~Release~~we ~~Management~~know ~~Supplement,~~of ~~Version~~no ~~1.0~~material ~~complements~~pending ~~the~~legal ~~CMS~~proceedings ~~TRA~~to bywhich ~~providing~~our ~~rules~~company is ~~and~~a ~~engineering~~party ~~guidance~~or ~~for~~of ~~developing,~~which ~~testing,~~any ~~and~~of ~~hosting~~our ~~CMS~~properties, ~~distributed~~or ~~systems~~the ~~and~~properties ~~business~~of ~~applications~~our ~~within~~subsidiaries, is the ~~agency’s~~subject. ~~data~~In ~~center Development~~addition, ~~Test,~~we ~~Implementation,~~do ~~and~~not ~~Production~~know ~~Processing~~of ~~environments~~any such proceedings contemplated by any governmental authorities.

~~This~~On ~~supplement~~May ~~provides~~26, ~~the~~2016, ~~rules~~Tarpon ~~governing~~Bay ~~the~~Partners, ~~support~~LLC ~~and~~(“Tarpon ~~use~~Bay”) ofinitiated ~~CMS~~action ~~data~~against ~~center~~the ~~environments~~Company ~~for~~in ~~the~~New ~~conduct~~York ofState ~~pre-approved~~Supreme Court, ~~scheduled~~case ~~Development,~~#652178/2016. ~~Validation~~The ~~Testing,~~company and ~~Implementation~~Tarpon ~~Testing~~Bay ofPartners, ~~distributed~~LLC ~~CMS~~reached ~~systems,~~a ~~infrastructure~~settlement on December 29, 2016 and ~~business~~the ~~applications~~Company paid $50,000 in accordance with the settlement agreement.

~~The~~On ~~CMS~~or ~~Chief~~about ~~Technology~~November ~~Officer~~11, ~~authorizes~~2016 ~~and~~a ~~approves~~verified ~~the~~complaint ~~publication~~was offiled in the ~~Release~~Circuit ~~Management~~Court ~~Supplement~~for ~~and~~Howard ~~its~~County, ~~contents.~~Maryland ~~This~~being ~~supplement~~case ~~augments~~number ~~and~~C-16-107586-DT ~~aligns~~against ~~with~~ the ~~CMS~~Company ~~TRA~~by ~~Foundation~~an 3investor known as John Boritz.0, ~~and~~The ~~CMS~~Company ~~will~~intends ~~update~~to itfervently ondefend anthe ~~as-needed~~foregoing ~~basis~~action.

~~WHERE~~Item ~~YOU~~4. ~~CAN~~Mine ~~FIND~~Safety ~~MORE INFORMATION~~Disclosures

~~You~~Not ~~are advised to read this Form 10-K in conjunction with other reports and documents that we file from time to time with the SEC~~applicable. In particular, please read our Quarterly Reports on Form 10-Q and Current Reports on Form 8-K that we file from time to time. You may obtain copies of these reports directly from us or from the SEC at the SEC’s Public Reference Room at 100 F. Street, N.E. Washington, D.C. 20549, and you may obtain information about obtaining access to the Reference Room by calling the SEC at 1-800-SEC-0330. In addition, the SEC maintains information for electronic filers at its website http://www.sec.gov.

~~This~~Our ~~information~~common stock is ~~not~~traded ~~required~~in ~~for~~the ~~small~~over-the-counter ~~reporting~~market, ~~companies~~and quoted in the National Association of Securities Dealers Inter-dealer Quotation System (“Electronic Bulletin Board) and can be accessed on the Internet at OTCmarkets.com under the symbol “GAWK.”

~~ITEM~~The 1Bfollowing table sets forth for the periods indicated the high and low bid quotations for Gawk’s common stock. ~~UNRESOLVED~~These ~~STAFF~~quotations ~~COMMENTS~~represent inter-dealer quotations, without adjustment for retail markup, markdown or commission and may not represent actual transactions.

This Item is not applicable.

OTC Markets
Quarter Ended	High		Low
January 31, 2017	$	0.0007	$	0.0001
October 31, 2016	$	0.0035	$	0.0003
July 31, 2016	$	0.007	$	0.0023
April 30, 2016	$	0.009	$	0.0029
January 31, 2016	$	0.0152	$	0.0071
October 31, 2015	$	0.02	$	0.0037
July 31, 2015	$	0.0389	$	0.015
April 30, 2015	$	0.0385	$	0.004
January 31, 2015	$	0.145	$	0.0052

~~ITEM~~Our 2shares are issued in registered form. ~~PROPERTIES~~V Stock Transfer LLC, 77 Spruce Street, Suite 201, Cedarhurst, NY 11516 (Telephone: (646) 536-3179; Facsimile: (646) 536-3179) is the registrar and transfer agent for our common shares.

~~The~~10 ~~Company~~Table ~~rents office space at 5300 Melrose Avenue, Suite 42, Los Angeles, CA 90038. The Company pays $100 per month in rent on a month to month basis. With our acquisition~~ of WebRunners, Inc. starting in November 2014 the company rents space at 300 Spectrum center drive, Suite 140, Irvine, CA 92618. The company pays $6,313 per month in rent and has a lease ending February 2018 with an option to renew for an additional 5 years.Contents

~~ITEM~~On 3.October ~~LEGAL~~19, ~~PROCEEDINGS~~2017, the shareholders’ list showed 50 registered shareholders with 6,342,546,507 shares of common stock outstanding.

WeDividend ~~are currently not involved in any litigation that we believe could have a material adverse effect on our financial condition or results of operations other than as follows:~~Policy

OnWe ormay ~~around~~never ~~April~~pay ~~27,~~any ~~2016,~~dividends ~~Tarpon~~to ~~Bay~~our ~~Partners,~~shareholders. ~~LLC~~We ~~(“Tarpon~~did ~~Bay”)~~not ~~initiated~~declare ~~action~~any ~~against~~dividends for the ~~Company~~year inended ~~New~~January ~~York State Supreme Court~~31, ~~case #652178/2016~~2017. ~~Tarpon~~Our ~~Bay~~Board ~~has elected for summary judgment in lieu~~ of ~~complaint.~~Directors ~~Tarpon~~does ~~Bay~~not isintend ~~claiming,~~to ~~inter~~distribute ~~alia,~~dividends ~~that~~in the ~~Company~~near ~~owes~~future. ~~$93~~The declaration,~~500~~ inpayment ~~unpaid~~and ~~notes~~amount ~~and~~of ~~services.~~any ~~The~~future ~~claims~~dividends ~~stems~~will ~~from~~be ~~intended~~made ~~transactions~~at the ~~Company~~discretion ~~was~~of tothe ~~enter~~Board ~~with~~of ~~Tarpon~~Directors, ~~Bay.~~and ~~Tarpon~~will ~~Bay~~depend ~~was~~upon, toamong ~~provide~~other things, the ~~Company~~results ~~with~~of ~~funding~~our ~~and~~operations, ~~certain~~cash ~~services~~flows inand ~~exchange~~financial ~~for~~condition, ~~promissory~~operating ~~notes~~and ~~from~~capital ~~the~~requirements, ~~Company.~~and ~~The~~other ~~notes~~factors ~~were~~as ~~executed~~the byBoard ~~the~~of ~~Company,~~Directors ~~but~~considers ~~Tarpon~~relevant. ~~Bay~~There ~~provided~~is no ~~funding~~assurance orthat ~~services~~future ~~and~~dividends iswill ~~not~~be ~~entitled~~paid, toand ~~repayment~~if ofdividends ~~any~~are ~~note~~paid, ~~given~~there byis ~~the~~no ~~Company.~~assurance ~~The~~with ~~Company~~respect ~~intends~~ to ~~vehemently~~the ~~defend~~amount ~~the~~of ~~foregoing~~any ~~action~~such dividend.

10Equity Compensation Plan Information

~~Table~~We ofdo ~~Contents~~not have any equity compensation plans.

~~ITEM~~Recent 4.Sales ~~MINE~~of ~~SAFETY~~Unregistered ~~DISCLOSURES~~Securities; Use of Proceeds from Registered Securities

~~Not~~We ~~applicable~~did not sell any equity securities which were not registered under the Securities Act during the year ended January 31, 2017 that were not otherwise disclosed on our quarterly reports on Form 10-Q or our current reports on Form 8-K filed during the year ended January 31, 2017.

~~PART~~Purchase IIof Equity Securities by the Issuer and Affiliated Purchasers

~~ITEM~~We 5.did ~~MARKET~~not ~~FOR~~purchase ~~REGISTANT’S~~any ~~COMMON~~of ~~EQUITY,~~our ~~RELATED~~shares ~~STOCKHOLDER~~of ~~MATTERS~~common ~~AND~~stock ~~ISSUER~~or ~~PURCHASES~~other OFsecurities ~~EQUITY~~during ~~SECURITIES~~our fourth quarter of our fiscal year ended January 31, 2017.

~~Gawk’s~~Item common stock is traded in the over-the-counter market, and quoted in the National Association of Securities Dealers Inter-dealer Quotation System (“Electronic Bulletin Board) and can be accessed on the Internet at OTCmarkets6.~~com~~ ~~under~~Selected ~~the~~Financial ~~symbol “GAWK.” There are 51 holders of certificates and 342,254,092 are outstanding as of May 10, 2016. There are 175,009,936 shares held by the Depository Trust Company.~~Data

~~The~~As ~~following~~a ~~table~~“smaller ~~sets~~reporting ~~forth for the periods indicated the high and low bid quotations for Gawk’s common stock. These quotations represent inter-dealer quotations~~company”, ~~without~~we ~~adjustment~~are ~~for~~not ~~retail~~required ~~markup,~~to ~~markdown~~provide orthe ~~commission~~information ~~and~~required ~~may~~by ~~not~~this ~~represent actual transactions~~Item.

Periods	High		Low
Fiscal Year 2016
First Quarter (February – April 2015)	$	0.0385	$	0.004
Second Quarter (May – July 2015)	$	0.0389	$	0.015
Third Quarter (August - October 2015)	$	0.02	$	0.0037
Fourth Quarter (November – January 2016)	$	0.0152	$	0.0071

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Fiscal Year 2015
First Quarter (February – April 2014)	$	8.65	$	0.18
Second Quarter (May – July 2014)	$	0.215	$	0.08
Third Quarter (August - October 2014)	$	0.1299	$	0.0501
Fourth Quarter (November – January 2015)	$	0.145	$	0.0052

The following discussion should be read in conjunction with our consolidated audited financial statements and the related notes that appear elsewhere in this annual report. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to those discussed below and elsewhere in this annual report.

Our Onconsolidated ~~May~~audited ~~10,~~financial ~~2016,~~statements ~~the~~are ~~closing~~stated ~~bid~~in ~~price~~United ofStates ~~our~~Dollars ~~common~~and ~~stock~~are ~~was~~prepared $0in accordance with United States Generally Accepted Accounting Principles.~~0038.~~

~~Dividends~~Results of Operations

WeThe ~~may~~following ~~never~~summary ~~pay~~of ~~any dividends to~~ our ~~shareholders.~~results ~~We did not declare any dividends for the year ended January 31, 2016. Our Board~~ of ~~Directors~~operations ~~does~~should ~~not~~be ~~intend~~read ~~to distribute dividends~~ in ~~the~~conjunction ~~near~~with ~~future. The declaration, payment and amount of any future dividends will be made at the discretion of the Board of Directors, and will depend upon, among other things, the results of~~ our ~~operations,~~consolidated ~~cash flows and~~ financial ~~condition,~~statements ~~operating~~for ~~and capital requirements, and other factors as~~ the ~~Board~~year ofended ~~Directors~~January ~~considers~~31, ~~relevant. There is no assurance that future dividends will be paid~~2017, ~~and~~which ~~if dividends~~ are ~~paid,~~included ~~there is no assurance with respect to the amount of any such dividend~~herein.

~~Transfer~~Our ~~Agent~~operating results for the twelve months ended January 31, 2017, for the twelve months ended January 31, 2016 and the changes between those periods for the respective items are summarized as follows:

~~Gawk’s~~11 ~~Transfer~~Table ~~Agent~~of ~~and Registrar for the common stock is V Stock Transfer LLC, 77 Spruce Street, Suite 201, Cedarhurst, NY 11516, 646-536-3179.~~Contents

11Overview

~~Table~~For the year ended January 31, 2017 we have generated losses from operations. As of ~~Contents~~January 31, 2017, our accumulated deficit was $26,361,315. Our net loss for year ended January 31, 2017 and 2016 was $12,303,664 and $6,743,113, respectively. Our cash used in operations was $635,292 and $472,072 for the year ended January 31, 2017 and 2016, respectively. Our Stockholders’ Equity (deficit) was $(22,951,460) and $(13,074,825) as of January 31, 2017 and 2016, respectively.

Recent sales of Unregistered Securities

	January 31,			January 31,
	2017			2016			Change			%
Cash	$	133,249		$	64,944		$	68,305			105	%
Total Assets	$	3,088,564		$	7,249,750		$	(4,161,186	)		(57	)%
Total Liabilities	$	7,940,024		$	6,324,575		$	1,615,449			26	%
Stockholders’ Equity (Deficit)	$	(22,951,460	)	$	(13,074,825	)	$	(9,876,635	)		(76	)%

~~Fiscal Year Ended January 31, 2016 to the date of filing~~Revenue

Subsequent to January 31, 2016 and through the date of this annual report, an aggregate of 80,390,834 common shares were issued for the conversion of debt, accrued interest and associated fees of $205,964.

	For the Year Ended, January 31
	2017			2016			Change		%
Revenue	$	5,637,900		$	1,333,672		$	4,304,228		323	%
Cost of revenue		4,391,933			1,145,278			3,246,655		283	%
Gross profit	$	1,245,967		$	188,394		$	1,057,573		561	%
Gross profit percentage		22	%		14	%

~~Fiscal~~Revenue ~~Year~~increased ~~Ended~~to $5,637,900 from $1,333,672 for the years ended January 31, 2017 and 2016, respectively.

~~Common~~Cost ~~Stock~~of revenue increased to $4,391,933 from $1,145,278 for the years ended January 31, 2017 and 2016, respectively. We purchased one business during 2017 and two businesses during 2016 and expanded the focus to include the business of cloud communications, cloud connectivity, cloud computing, and managed cloud-based applications solutions to small, medium and large businesses.

~~During~~Operating ~~the year ended January 31, 2016, the Company issued common shares, as follows:~~Expenses

· 2,700,000 common shares with a fair market value of $54,000 to James E McCrink Trust in accordance with a settlement agreement reached with the latter on January 19, 2015 in connection with a complaint filed on November 4, 2014.

	For the Year Ended, January 31
	2017		2016		Change			%
General and administration	$	3,180,510	$	1,805,223	$	1,375,287			76	%
Research and development		-		2,500		(2,500	)		(100	)%
Legal settlement		525,000		54,000		471,000			872	%
Impairment loss		4,369,707		562,500		3,807,207			677	%
Depreciation and amortization		746,487		155,736		590,751			379	%
Total operating expenses	$	8,821,704	$	2,579,959	$	6,241,745			242	%

·Operating 21expenses were $8,~~000~~821,~~000~~704 ~~shares~~for ~~with~~the ayear ~~fair~~ended ~~value~~January 31 2017, compared to $2,579,959 for the year ended January 31, 2016, an increase of $~~161~~6,~~100~~241,745, asor ~~compensation~~242 %. The significant increase in operating expenses was largely due to ~~board~~an ~~members~~increase in general and ~~employees~~administrative expense of $1,375,287, legal settlement of $471,000, impairment loss of $3,807,207 and depreciation and amortization expense of $590,751.

·Impairment 16loss increased to $4,~~150~~369,~~000~~707 ~~shares~~from ~~with~~$562,500 afor the years ended January 31, 2017 and 2016, respectively. We recognized $3,729,321 impairment loss of Goodwill and intangible assets of Net D and $77,886 of impairment loss of Goodwill of XTELUS because we determined the implied fair value of goodwill was substantially below the carrying value of the reporting unit's goodwill and intangible assets and $~~134~~562,~~960~~500 asimpairment ~~compensation~~loss of Deposit – CipherLoc (CLOK) - because the software has not been delivered to ~~consultants~~us.

·12 ~~4,587,156~~Table ~~shares with a fair value~~ of ~~$20,183 to settle a $40,000 payable. The Company recognized a gain on settlement of liabilities of $19,817.~~Contents

·Legal 1settlement expense increased to $525,~~545~~000 from $54,000 ~~shares~~for ~~with~~the ayears ~~fair~~ended ~~value~~January of31, ~~$13~~2017 and 2016,~~042~~ asrespectively. ~~deferred~~Our ~~financing~~legal ~~fees~~settlement increased from the cost of legal expenses related to the settlement with Stoneridge Capital.

·Depreciation 4and amortization expense increased to $746,~~960~~487 from $155,~~000~~736 ~~shares~~for the years ended January 31, 2017 and 2016, respectively. Our depreciation and amortization expenses increase due to the business combination of Net D and Connexum whereas the assets were placed in ~~exchange~~service ~~for~~and ~~warrants~~depreciate ~~for~~over a ~~total~~three ~~consideration~~(3) ofyear ~~$496~~period starting May 1,~~000~~ 2015 and January 18, 2016, respectively.

·General ~~5,000,000~~and ~~shares~~administrative ~~with fair value of $66,500 in connection with the acquisition of Net D’s assets.~~expenses

· 44,189,102 common shares were issued for the conversion of debt, accrued interest and associated fees of $121,958.

	For the Year Ended
	January 31,
	2017		2016		Change		%
Professional fees	$	832,347	$	507,956	$	324,391		64	%
Marketing / Advertising expense		74,458		51,635		22,823		44	%
Salaries and wages		1,590,731		888,559		702,172		79	%
Other general and administrative expense		682,974		357,073		325,901		91	%
	$	3,180,510	$	1,805,223	$	1,375,287		76	%

~~Preferred~~General ~~Stock~~and administrative expenses increased to $3,180,510 from $1,805,233 for the years ended January 31, 2017 and 2016, respectively. The increase in general and administrative expenses during 2017, are primarily related to a increase in professional fees of $324,391, salaries and wages of $702,172 and other expenses of $325,901. The increase in general and administrative expenses is primarily related to the business combination of Net D and Connexum during the past year and XTELUS during current year.

~~During~~Other ~~the~~income ~~year ended January 31, 2016, the Company issued Series B Preferred shares, as follows:~~(expense)

· 437,500 shares were sold for cash on June 22, 2015 for a total consideration of $17,500.

	For the Year Ended, January 31
	2017			2016			Change			%
Other income	$	22,275		$	13,200		$	9,075			69	%
Interest expense		(1,808,729	)		(544,616	)		(1,264,113	)		232	%
Unrealized gain (loss) on marketable securities		24,000			49,350			(25,350	)		51	%
Change in fair value of derivative liabilities		(1,351,818	)		326,899			(1,678,717	)		(514	)%
Loss on settlement of debt		(1,629,773	)		(2,956,954	)		1,327,181			(45	)%
	$	(4,744,045	)	$	(3,112,121	)	$	(1,631,924	)		52	%

·Other ~~25,000,000~~income ~~shares~~increased ~~with~~to ~~fair value of~~ $~~415~~22,~~625~~275 infrom ~~connection with the acquisition of Net D’s assets (see Note 5). Of this amount, the par value of~~ $13,~~438~~200 ~~related~~for to the ~~13,437,500~~years ~~shares~~ended ~~in excess of the authorized shares at~~ January 31, ~~2016~~2017 isand ~~reported~~2016, asrespectively. ~~preferred~~Other ~~stock~~income ~~payable~~increased indue to the ~~consolidated~~customers ~~balance~~abandoned ~~sheets~~calling card.

·Interest 5expense increased to $1,~~000~~808,~~000~~729 ~~shares~~from ~~with~~$544,616 afor ~~fair~~the ~~value~~years ofended ~~$54~~January 31,~~375~~ in2017 ~~connection~~and ~~with~~2016, ~~the~~respectively. ~~acquisition~~Our ofinterest ~~Connexum~~expenses ~~(see~~increase ~~Note~~mainly 5)due to an increase in the amortization of debt discount.

·Unrealized 25gain decreased to $24,000 from $49,~~000~~350 ~~shares~~for ~~with~~the ayears ~~fair~~ended ~~value~~January of31, ~~$415~~2017 and 2016,~~625~~ asrespectively. ~~settlement~~Our ofunrealized ~~amounts~~gain decreased due to ~~the~~a ~~CEO~~decrease ~~totaling~~in ~~$438,854.~~price Asof aour ~~result~~marketable securities as of January 31, 2017 of which the Company ~~recorded~~still aholds ~~loss~~those onsecurities ~~settlement~~and the current market value as of ~~liabilities~~October 18, 2017 is $51,000 versus the booked value of $2102,~~976,771~~300 ~~(see~~at ~~also~~January ~~below)~~31, 2017.

·13 ~~8,000,000~~Table ~~shares were sold for cash in January 2016 for a total consideration~~ of ~~$30,000~~Contents

~~During~~Loss on change in fair value of derivative liabilities increased to $1,351,818 from gain on change in fair value of derivative liabilities of $326,899 for the ~~year~~years ended January 31, 2017 and 2016, ~~the~~respectively. ~~Company~~Loss ~~issued~~on ~~Series~~change Cin ~~Preferred~~fair ~~shares,~~value asof ~~follows:~~derivative liabilities increased due to the issuance of convertible notes payable.

·Loss 1on ~~share~~settlement of debt decreased to ~~settle~~$1,629,773 from $2,956,954 for the ~~preferred~~years ~~stock~~ended ~~payable~~January of31, $12017 and 2016,~~000,000~~ ~~recorded~~respectively. Loss on settlement of debt increased mainly due to a decrease in ~~connection~~loss ~~with~~on issuance of stock from the ~~acquisition~~conversion of ~~Webrunner~~all deferred compensation to the CEO and CFO to preferred shares.

·Discontinued 3Operations ~~shares with fair value of $3,000,000 in connection with the acquisition of Net D’s assets (see Note 5).~~

· 3 shares with a fair value of $3,000,000 as settlement of amounts due to the CEO totaling $438,854. As a result, the Company recorded a loss on settlement of liabilities of $2,976,771.

	For the Year Ended
	January 31,
	2017			2016			Change		%
Gain on sale of assets	$	111,467		$	-		$	111,467		-
Loss from discontinued operations		(95,349	)		(1,239,427	)		1,144,078		(92	)%
Total gain (loss) from discontinued operations	$	16,118		$	(1,239,427	)	$	1,255,545		(101	)%

~~Stock~~On ~~Options/Warrants~~October 31, 2016, the Company entered into the asset purchase and sale agreement (the “Agreement”) with Giggle Fiber, LLC. Pursuant to the terms of the Agreement, the Company recorded all revenues and expenses related to the Webrunner as discontinued expenses. Gain (Loss) from discontinued operations for the years ended January 31, 2017 and 2016 was $16,118 and $(1,239,427), respectively. As a result of this agreement, the Company recognized the gain on sale of asset of $111,467 during the year ended January 31, 2017.

InLiquidity ~~November~~and ~~2015,~~Capital ~~the Company issued 27,000,000 stock options with an exercise price of $0.005 per share. The options can be exercised by the holder any time prior to December 1, 2016.~~Resources

12The following tables present selected financial information on our capital and cash flows as of and for the years ended January 31, 2017 and 2016.

Table of Contents

	January 31,		January 31,
	2017		2016		Change			%
Current Assets	$	521,882	$	783,665	$	(261,783	)	(33)		%
Current Liabilities		7,780,510		5,925,379		1,855,131			31	%
Working Deficiency	$	7,258,628	$	5,141,714	$	2,116,914			41	%

ITEM 6. SELECTED FINANCIAL DATA

	For the Year Ended, January 31
	2017		2016			Change
Cash Flows used in Operating Activities	$	635,292	$	472,072		$	163,220
Cash Flows provided by (used in) Investing Activities		401,449		(134,531	)		535,980
Cash Flows from Financing Activities		302,148		415,650			(113,502	)
Foreign currency translation adjustment		-		442			(442	)
Net Increase (Decrease) in Cash During the Period	$	68,305	$	(190,511	)	$	258,816

~~This~~As isof ~~not~~January ~~required~~31, ~~for~~2017 ~~smaller~~and ~~reporting~~2016 ~~companies~~our cash was $133,249 and ~~the~~$64,944, respectively. Our company ~~has~~does ~~elected~~not believe its existing balances of cash and cash equivalents will be sufficient to ~~omit~~satisfy ~~this~~its ~~information~~working capital needs, capital asset purchases, outstanding commitments and other liquidity requirements associated with its existing operations over the 12 months.

~~ITEM~~14 7.Table ~~MANAGEMENT'S~~of ~~DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS~~Contents

~~The~~As ~~following~~of isJanuary ~~management’s~~31, ~~discussion~~2017, ~~and~~we ~~analysis~~experienced an increase in working capital deficiency of ~~certain~~$2,116,914 ~~significant~~or ~~factors~~41%, ~~that~~as ~~have~~compared ~~affected~~to ~~our~~January ~~financial~~31, ~~position~~2016. ~~and~~The ~~operating~~change ~~results~~in working capital deficiency during ~~the~~2016 ~~periods~~was ~~included~~primarily from a reduction in ~~the~~current ~~accompanying~~assets ~~financial~~by ~~statements~~$261,783 asor ~~well~~33% as ~~information~~compared ~~relating~~to January 31, 2016, due to ~~the~~a ~~plans~~reduction of ~~our~~deposit ~~current~~of ~~management.~~$562,500 ~~This~~offset ~~report~~by ~~includes~~an ~~forward-looking~~increase ~~statements.~~in ~~Undue~~accounts ~~reliance~~receivable ~~should~~of ~~not~~$186,584 beand ~~placed~~an onincrease ~~these~~in ~~forward-looking~~current ~~statements~~liabilities ~~which~~by ~~speak~~$1,855,131 ~~only~~ as compared to January 31, 2016, due to an increase in accounts payable and accrued liabilities of ~~the~~$1,235,932, ~~date~~increase ~~hereof.~~in derivative Weliabilities ~~undertake~~of no$1,468,447, ~~obligation~~offset toby ~~update~~a ~~these~~decrease ~~forward-looking~~in ~~statements~~contingent consideration of $1,000,000.

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

~~Overview~~Our cash used in operating activities were $635,292 and $472,072 for the years ended January 31, 2017 and 2016, respectively. During the year ended January 31, 2017, cash used in operating activities of $635,292 was a result of $12,303,664 of net loss, non-cash adjustments to net loss of $9,952,160 and a decrease in the net change in operating assets and liabilities of $1,716,212. During the year ended January 31, 2016, cash used in operating activities of $472,072 was a result of $6,743,113 of net loss, non-cash adjustments to net loss of $5,742,680 and a decrease in the net change in operating assets and liabilities of $528,361.

WeCash ~~were~~flows ~~incorporated~~from ininvesting ~~the~~activities. Cash ~~state~~provided ofby ~~Nevada~~investing onactivities ~~January~~were 6$401,449 ~~2011~~ and ~~our~~$(134,531) ~~principal~~for ~~business~~the ~~address~~years ~~5300~~ended ~~Melrose~~January ~~Avenue~~31, ~~Suite~~2017 ~~42,~~and ~~Las Angeles~~2016, ~~CA 90038~~respectively. This ~~Gawk,~~generation ~~Inc. offers a suite~~ of ~~cloud~~cash ~~communications,~~is ~~cloud~~majorly ~~connectivity,~~due ~~cloud computing, and managed cloud-based applications solutions~~ to ~~small,~~the ~~medium,~~sale ~~and large businesses; and offers domestic and international voice services to communications carriers worldwide. It offers a suite~~ of ~~advanced~~asset ~~data~~(Discontinued ~~center~~Operations) ~~and~~for ~~cloud-based services~~$401,052 ~~including~~during ~~fault~~the ~~tolerant,~~year ~~high~~ended ~~availability~~January ~~cloud servers~~31, ~~which~~2017. ~~comprise~~Net ~~platform~~cash aspaid afor ~~service,~~acquisition ~~infrastructure~~of asConnexum ~~a service,~~ and aNet ~~content~~D’s ~~delivery~~assets ~~network;~~was ~~managed network services that converge voice and data applications~~$134,531 ~~structured~~during ~~cabling,~~the ~~wireless,~~year ~~and~~ended ~~security~~January ~~services~~31, as well as include Internet access via Ethernet or fiber at speeds ranging from 10 Mbps to 10 Gbps; and data center solutions, including cloud services, colocation services, and business continuity services, such as storage and security2016. ~~www.gawkinc.com.~~

AsCash aflows ~~result~~from offinancing ~~our~~activities. Cash ~~growth~~provided ~~through~~by ~~acquisition,~~financing ~~Gawk~~activities ~~continues~~were to$302,148 goand ~~through~~$415,650 afor ~~significant~~the ~~transformation~~years ~~and~~ended ~~has~~January ~~expanded~~31, ~~its~~2017 ~~business~~and ~~customer~~2016, ~~base~~respectively. ~~and~~We ~~added~~received acash ~~significant~~from ~~number~~notes payable of ~~network~~$147,050,, ~~facilities~~note ~~and~~payable ~~points~~– ofrelated ~~presence~~party ~~expanding~~of ~~its~~$25,000 ~~geographic~~convertible ~~reach.~~note ~~Through~~of ~~this strategy~~$785,858, weissuance ~~acquired~~of ~~advanced~~Series ~~systems~~B ~~and~~Preferred ~~infrastructure~~stock of $20,000 ~~augmented~~and ~~our~~paid ~~management~~notes ~~team~~payable ~~and~~– ~~employee~~related ~~base~~party ~~with~~of ~~talented~~$582, ~~experienced~~903, ~~well-trained~~convertible ~~professionals,~~notes ~~while~~of ~~continuing~~$33,333 toand ~~provide~~note apayable ~~strong~~of ~~platform~~$59,524 for ~~further acquisitions. During~~ the ~~past fiscal~~ year weended ~~completed~~January ~~two~~31, ~~transactions~~2017. ~~which~~We ~~have~~received ~~significantly~~cash ~~grown~~from ~~our~~notes ~~revenue~~payable ~~base~~of ~~while~~$75,000, ~~greatly~~convertible ~~enhancing~~note ~~our~~of ~~service~~$380,900, ~~offerings~~issuance ~~within~~of ~~the~~Series ~~voice~~B ~~arena.~~Preferred ~~The~~stock ~~first~~of ~~was~~$47,500 anand ~~asset~~contributions ~~purchase~~ of ~~Net D completed on May 1~~$5,000 ~~2015~~ and ~~the~~paid ~~second~~notes ~~was~~payable ~~an acquisition~~ of ~~Connexum~~$92,750 ~~completed~~for ~~near~~ the ~~end of our fiscal~~ year onended January 1831, 2016.

~~The~~Contractual ~~Future of Gawk~~Obligations

~~Gawk~~As ~~is pursuing~~ a ~~three-tiered~~“smaller ~~growth~~reporting ~~strategy: developing specialized solutions for key vertical markets~~company”, ~~targeting~~we ~~cloud~~are ~~services~~not ~~companies~~required ~~for acquisition, and accelerating organic growth. Our continuing effort~~ to ~~deliver~~provide ~~advanced~~tabular ~~cloud~~disclosure solutions to companies with more complex requirements is supported by our cloud solutions platform that allows us to rapidly respond to our customers and potential customers’ needs for customized or enhanced solutionsobligations. We also intend to continue to develop vertically oriented solutions to expand our revenue opportunities and further differentiate our service suite. We intend to acquire additional cloud services companies that can further expand our customer base, allow us to introduce additional cloud products and services, and gain scale. Our strategy to organically grow our Business Services revenue includes securing large strategic distribution partners, increasing our direct as well as indirect channel sales efforts, upselling solutions to our existing base and leveraging our management, Board of Directors and shareholder relationship network.

~~Fiscal~~Going ~~Year Ended January 31, 2016, Compared to Fiscal Year Ended January 31, 2015~~Concern

13Our auditors have issued a going concern opinion. This means that there is substantial doubt that we can continue as an on-going business for the next twelve months. Our ability to continue as a going concern is dependent upon our ability to generate future profitable operations and/or obtain the necessary financing to meet our obligations and repay our liabilities arising from normal business operations when they become due. We intend to finance operating costs over the next twelve months through continued financial support from our shareholders and private placements of common stock.

~~Table~~Off-Balance ofSheet ~~Contents~~Arrangements

~~RESULTS~~We OFhave ~~OPERATIONS~~no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to stockholders.

~~The~~Critical ~~following~~Accounting ~~comparative~~Policies analysis on results of operations was based primarily on the comparative audited consolidated financial statements, footnotes and related information for the periods identified below and should be read in conjunction with the consolidated financial statements and the notes to those statements that are included elsewhere in this report.

~~Overview~~We have identified the policies below as critical to our business operations and the understanding of our results of operations. The impact on our business operations and any associated risks related to these policies are discussed throughout Management’s Discussion and Analysis of Financial Condition and Results of Operations when such policies affect our reported or expected financial results.

~~For~~15 ~~the~~Table ~~year ended January 31, 2016 we have generated losses from operations. As~~ of January 31, 2016, our accumulated deficit was $14,057,651. Our net loss for year ended January 31, 2016 and 2015 was $6,743,113 and $5,787,631, respectively. Our cash used in operations was $472,072 and $3,561,240 for the year ended January 31, 2016 and 2015, respectively. Our Stockholders’ Equity (deficit) was $925,175 and ($976,648) as of January 31, 2016 and 2015, respectively.Contents

	January 31,
	2016		2015			Change			%
Cash	$	64,944	$	255,455		$	(190,511	)		(75	%)
Total Assets	$	7,249,750	$	3,297,640		$	3,952,110			120	%
Total Liabilities	$	6,324,575	$	4,274,288		$	2,050,287			48	%
Stockholders’ Equity (Deficit)	$	925,175	$	(976,648	)	$	1,901,823			195	%

In the ordinary course of business, we have made a number of estimates and assumptions relating to the reporting of results of operations and financial condition in the preparation of our financial statements in conformity with accounting principles generally accepted in the United States (“GAAP”). We base our estimates on historical experience and on various other assumptions that we believe are reasonable under the circumstances. The results form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results could differ significantly from those estimates under different assumptions and conditions. We believe that the following discussion addresses our most critical accounting policies, which are those that are most important to the portrayal of our financial condition and results of operations and require our most difficult, subjective, and complex judgments, often as a result of the need to make estimates about the effect of matters that are inherently uncertain.

~~Revenue~~The material estimates for our company are that of the valuation of intangibles, goodwill impairment, derivatives, stock-based compensation recorded for options and warrants issued, and the income tax valuation allowance recorded for deferred tax assets. The fair values of options are determined using the Black-Scholes option pricing model. We have no historical data on the accuracy of these estimates. The estimated sensitivity to change is related to the various variables of the Black-Scholes option pricing model stated below. The specific quantitative variables are included in the notes to the consolidated financial statements. The estimated fair value of options is recognized as expense on the straight-line basis over the options’ vesting periods. The fair value of each option granted is estimated on the date of grant using the Black-Scholes option pricing model with the expected life, dividend yield, expected volatility, and risk-free interest rate weighted-average assumptions used for options and warrants granted. Expected volatility for 2017 and 2016 was estimated using the average historical volatility of Gawk’s historical common stock prices. The risk-free rate for periods within the contractual life of the option is based on the U.S. Treasury yield curve in effect at the grant date. The expected life of options is based on the life of the instrument on grant date.

	For the Year Ended January 31,
	2016			2015			Change			%
Revenue		$	1,652,156		$	167,806		$	1,484,350		885	%
Cost of revenue			1,145,278			-			1,145,278		-
Gross profit		$	506,878		$	167,806		$	339,072		202	%

Basis of Accounting and Going Concern

~~Revenue~~Our consolidated financial ~~increased~~statements tohave $1been prepared on the accrual basis of accounting in conformity with GAAP. In addition,~~652,156~~ ~~from~~the ~~$167~~accompanying consolidated financial statements have been prepared assuming that we will continue as a going concern,~~806~~ ~~for~~which contemplates the ~~years~~realization ~~ended~~of assets and the liquidation of liabilities in the normal course of business. We generated accumulated losses of approximately $26 million through January 31, ~~2016~~2017 and ~~2015,~~have ~~respectively~~insufficient working capital and cash flows to support operations. WeThese ~~purchased~~factors ~~two~~raise ~~businesses~~substantial ~~and~~doubt ~~expanded~~about ~~the~~our ~~focus~~ability to ~~include~~continue as a going concern. The ~~the~~consolidated financial ~~business~~statements ofdo ~~cloud~~not ~~communications,~~include ~~cloud~~any ~~connectivity,~~adjustments ~~cloud~~relating ~~computing,~~to the recoverability and ~~managed~~classification ~~cloud-based~~of ~~applications~~recorded ~~solutions~~asset toamounts ~~small,~~or ~~medium~~the amounts and ~~large~~classification ~~businesses~~of liabilities that might result from this uncertainty.

~~Cost~~Marketable ofsecurities ~~revenue increased to $1,145,278 from $0 for the years ended January 31, 2016~~ and ~~2015,~~other respectively. We purchased two businesses and expanded the focus to include the business of cloud communications, cloud connectivity, cloud computing, and managed cloud-based applications solutions to small, medium and large businesses.investments

~~Operating~~We ~~Expenses~~adopted ASC 825, “The Fair Value Option for Financial Assets and Financial Liabilities. Under this statement, an entity may elect to use fair value to measure eligible items. The adoption of this statement did not have an impact on our results of operations or financial condition. We classify these investments as current assets and carry them at fair value. We recognize all unrealized and realized gains and losses on our available-for-sale securities in other income in the accompanying statement of operations.

	For the Year Ended January 31,
	2016		2015		Change			%
General and administration	$	1,984,451	$	2,042,906	$	(58,455	)		(3	%)
Research and development		2,500		605,142		(602,642	)		(100	%)
Legal settlement		54,000		2,550,000		(2,496,000	)		(98	%)
Related party payments		-		401,034		(401,034	)		(100	%)
Impairment loss		1,762,503		-		1,762,503			-
Depreciation and amortization		334,416		51,497		282,919			549	%
Total operating expenses	$	4,137,870	$	5,650,579	$	(1,512,709	)		(27	%)

Revenue Recognition

14Our company pursues opportunities to realize revenues from consulting services. It is our 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.

16 Table of Contents

~~Operating~~Our ~~expenses~~Business ~~were~~Services $4revenue includes monthly recurring charges (“MRC”) to customers,~~137,870~~ for ~~the~~whom ~~year~~charges ~~ended~~are ~~January~~contracted 31over ~~2016~~a specified period of time, ~~compared~~and variable usage fees charged to $5customers that purchase our business products and services. Revenue recognition commences after the provisioning,~~650,579~~ ~~for~~testing and acceptance of the ~~year~~service ~~ended~~by ~~January~~the ~~31,~~customer. ~~2015,~~MRC acontinue ~~decrease~~until the expiration of $1the contract,~~512,709,~~ or ~~27%~~until cancellation of the service by the customer. ~~The~~To ~~significant~~the ~~decrease~~extent inthat ~~operating~~payments ~~expenses~~received ~~was~~from ~~largely~~a ~~due~~customer toare ~~reduced~~related ~~legal~~to ~~settlement~~a offuture $2period,~~496,000,~~ ~~research~~the ~~and~~payment ~~development~~is ofrecorded ~~602,642~~as ~~and~~deferred ~~related~~revenue ~~party~~until ~~payment~~the ofservice ~~$401,034~~is provided or the usage occurs.

~~Research~~Our ~~and~~Carrier ~~development~~Services ~~costs~~revenue ~~decreased~~is toprimarily ~~$2,500~~derived from ~~$605,142~~usage ~~for~~fees charged to other carriers that terminate voice traffic over our network. Variable revenue is earned based on the ~~years~~length ~~ended~~of ~~January~~a 31call, ~~2016~~as ~~and~~measured ~~2015,~~by ~~respectively~~the number of minutes of duration. ~~Our~~It ~~research~~is ~~and~~recognized ~~development~~upon ~~decrease~~completion of the call, and is ~~related~~adjusted to ~~updates~~reflect tothe allowance for billing adjustments. Revenue for each customer is calculated from information received through our network switches. Our customized software tracks the information from the switches and ~~development~~analyzes ofthe ~~our~~call detail records against stored detailed information about revenue rates. This software ~~platform~~provides us with the ability to complete a timely and accurate analysis of revenue earned in a period. We believe that the nature of this process is such that recorded revenues are unlikely to be revised in future periods.

~~Legal~~Share-Based settlement expense decreased to $54,000 from $2,550,000 for the years ended January 31, 2016 and 2015, respectively. Our legal settlement decreased from the cost of legal expenses related to the settlement with Doyle Knudson.Compensation

~~Related~~Our ~~party~~company ~~transactions~~measures ~~decreased~~the tocost $0of ~~from~~services ~~$401,034~~received in exchange for an award of an equity instrument based on the ~~years~~grant-date ~~ended~~fair ~~January~~value ~~31,~~of ~~2016~~the ~~and~~award. ~~2015,~~Employee ~~respectively~~awards are accounted for under ASC 718 - where the awards are valued at grant date. ~~Our~~Awards ~~related~~given ~~party~~to ~~transactions~~nonemployees ~~decreased~~are ~~because~~accounted for under ASC 505 where the awards are valued at earlier of ~~unauthorized~~commitment ~~withdraws~~date or completion of ~~funds~~services. ~~that~~Compensation ~~prior~~cost ~~managed~~for ~~disbursed~~employee awards is recognized over the vesting or requisite service period. The Black-Scholes option-pricing model is used to ~~them~~estimate asthe ~~follows:~~fair value of options or warrants granted.

~~Related Party Expenses for the years ended January 31, 2016 and 2015:~~Convertible Notes

		January 31, 2016		January 31, 2015
Legal	Personal Expenses of Mars Callahan	$	-	$	102,114
Unauthorized withdrawals	Personal Expenses of John Hermansen		-		193,215
Unauthorized withdrawals	Personal Expenses of Mars Callahan		-		105,705
Related Party Expenses		$	-	$	401,034

Convertible notes are regarded as compound instruments, consisting of a liability component and an equity component. The component parts of compound instruments are classified separately as financial liabilities and equity in accordance with the substance of the contractual arrangement. At the date of issue, the fair value of the liability component is estimated using the prevailing market interest rate for a similar non-convertible instrument. This amount is recorded as a liability on an amortized cost basis until extinguished upon conversion or at the instrument’s maturity date. The equity component is determined by deducting the amount of the liability component from the fair value of the compound instrument as a whole. This is recognized as additional paid-in capital and included in equity, net of income tax effects, and is not subsequently remeasured. After initial measurement, they are carried at amortized cost using the effective interest method.

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

~~Impairment~~The ~~loss~~fair ~~increased~~value toof ~~$1,762,503~~an ~~from~~embedded $0conversion ~~for~~option ~~the~~that ~~years~~is ~~ended~~convertible ~~January~~into ~~31,~~a ~~2016~~variable amount of shares and ~~2015,~~warrants ~~respectively. We~~that ~~recognized~~include $1price protection reset provision features are deemed to be “down-round protection” and,~~200~~ therefore,~~003~~ ~~impairment~~do ~~loss~~not ofmeet ~~Goodwill~~the ofscope ~~Webrunner~~exception ~~because~~for wetreatment ~~determined~~as ~~the~~a ~~implied~~derivative ~~fair~~under ~~value~~ASC of815 ~~goodwill~~“Derivatives ~~was~~and ~~substantially~~Hedging”, ~~below~~since “down-round protection” is not an input into the ~~carrying~~calculation of the fair value of the ~~reporting~~conversion ~~unit's~~option ~~goodwill~~and warrants and ~~$562,500~~cannot ~~impairment~~be ~~loss~~considered ~~of Deposit~~“indexed –to ~~CipherLoc~~our ~~(CLOK)~~company’s -own ~~because~~stock” which is a requirement for the ~~software~~scope ~~has~~exception ~~not~~as ~~been~~outlined ~~delivered~~under toASC us815.

~~Depreciation~~The ~~and~~accounting ~~amortization~~treatment ~~expense~~of ~~increased~~derivative tofinancial ~~$334,416~~instruments ~~from~~requires ~~$14,748~~that ~~for~~our ~~the~~company ~~years~~record ~~ended~~the ~~January~~embedded ~~31,~~conversion ~~2016~~option and ~~2015,~~warrants ~~respectively.~~at ~~Our~~their ~~depreciation~~fair ~~and~~values ~~amortization~~as ~~expenses~~of ~~increase~~the ~~due~~inception todate of the ~~business~~agreement ~~combination~~and at fair value as of ~~Net~~each Dsubsequent ~~and~~balance ~~Connexum~~sheet ~~whereas~~date. Any change in fair value is recorded as non-operating, non-cash income or expense for each reporting period at each balance sheet date. Our company reassesses the ~~assets~~classification ~~were~~of ~~placed~~its inderivative ~~service~~instruments ~~and~~at ~~depreciate~~each ~~over~~balance sheet date. If the classification changes as a ~~three~~result ~~(3)~~of ~~year~~events during the period, ~~starting~~the ~~May~~contract 1,is ~~2015~~reclassified ~~and~~as ~~January~~of ~~18,~~the ~~2016,~~date ~~respectively~~of the event that caused the reclassification.

~~General~~17 ~~and~~Table ~~administrative~~of ~~expenses~~Contents

	For the Year Ended January 31,
	2016		2015		Change			%
Professional fees	$	507,956	$	688,331	$	(180,375	)		(26	%)
Marketing / Advertising expense		51,635		781,375		(729,740	)		(93	%)
Salaries and wages		888,559		313,845		574,714			183	%
Other general and administrative expense		536,301		259,355		276,946			107	%
	$	1,984,451	$	2,042,906	$	(58,455	)		(3	%)

The Black-Scholes option valuation model was used to estimate the fair value of the conversion options. The model includes subjective input assumptions that can materially affect the fair value estimates. The expected volatility is estimated based on the most recent historical period of time, of our common stock, equal to the weighted average life of the options.

~~General~~Conversion ~~and~~options ~~administrative~~are ~~expenses~~recorded ~~decreased~~as todebt ~~$1,984,451~~discount ~~from $2,042,906 for the years ended January 31, 2016~~ and ~~2015, respectively. The decrease in general and administrative expenses during 2016,~~ are ~~primarily~~amortized ~~related~~as tointerest aexpense ~~decrease~~over inthe ~~marketing~~life ~~expenses~~ of ~~$729,740,~~the ~~and~~underlying ~~professional~~debt ~~fees of $180,375 and an increase in compensation of $574,714 and other expenses of $276,946~~instrument.

15Also, refer Note 3 – Summary of Significant Accounting Policies in the consolidated financial statements that are included in this Report.

~~Table~~Recent ofaccounting ~~Contents~~pronouncements

~~Other~~During ~~income~~the fourth quarter of January 31, 2016, our company adopted Accounting Standards Update (~~expense~~“ASU”) 2015-03, "Interest - Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs," which requires debt issuance costs to be presented in the balance sheet as a direct deduction from the carrying value of the associated debt liability. This standard requires retrospective application. There were no debt issuance costs in the prior year that required reclassification.

	For the Year Ended January 31,
	2016			2015			Change			%
Other income	$	13,200		$	-		$	13,200			-
Interest expense, net		(544,616	)		(228,808	)		(315,808	)		138	%
Unrealized gain (loss) on marketable securities		49,350			(76,050	)		125,400			165	%
Change in fair value of derivative liabilities		326,899			-			326,899			-
Loss on issuance of stock		(2,956,954	)		-			(2,956,954	)		-
	$	(3,112,121	)	$	(304,858	)	$	(2,807,263	)		921	%

For discussion of other recently issued and adopted accounting pronouncements, please see Note 3 to the consolidated financial statements included herein.

~~Other~~Item ~~income~~7A. ~~increased~~Quantitative ~~to $13,200 from $0 for the years ended January 31, 2016~~ and ~~2015,~~Qualitative ~~respectively.~~Disclosures ~~Other~~About ~~income~~Market ~~increased due to the customers abandoned calling card.~~Risk

~~Interest~~As ~~expense~~a ~~increased~~“smaller toreporting ~~$544~~company”,~~616~~ ~~from~~we ~~$228,808~~are ~~for~~not ~~the~~required ~~years~~to ~~ended~~provide ~~January~~the ~~31,~~information ~~2016~~required ~~and~~by ~~2015,~~this ~~respectively~~Item. ~~Our interest expenses increase due to the amortization of debt discount.~~

~~Unrealized~~18 ~~gain~~Table ~~(loss) increased to $49,350 from ($76,050) for the years ended January 31, 2016 and 2015, respectively. Our unrealized gain (loss) increased due to an increase in price~~ of our marketable securities as of January 31, 2016 of which the Company still holds those securities and the current market value as of May 6, 2016 is $111,000 versus the booked value of $78,300 at January 31, 2016.Contents

~~Change~~Item in8. ~~fair~~Financial ~~value~~Statements ~~of derivative liabilities increased to $326,899 from $0 for the years ended January 31, 2016~~ and ~~2015,~~Supplementary ~~respectively. Our change in fair value of derivative liabilities increased due to the issuance of convertible notes payable.~~Data

~~Loss~~GAWK on issuance of stock increased to $2,956,954 from $0 for the years ended January 31, 2016 and 2015, respectively. Loss on issuance of stock increased due to the conversion of all deferred compensation to the CEO to preferred shares.INCORPORATED

~~Liquidity~~TABLE ~~and~~OF ~~Capital Resources~~CONTENTS

The following tables present selected financial information on our capital and cash flows as of and for the years ended January 31, 2016 and 2015.

		Page

Report of Independent Registered Public Accounting Firm		F-2

Consolidated Balance Sheets at January 31, 2017 and 2016		F-3

Consolidated Statements of Operations and Comprehensive Loss for the years ended January 31, 2017 and 2016		F-4

Consolidated Statements of Stockholders’ Equity (Deficit) for the years ended January 31, 2017 and 2016		F-5

Consolidated Statements of Cash Flows for the years ended January 31, 2017 and 2016		F-6

Notes to the Consolidated Financial Statements		F-7

	January 31,
	2016				2015				Change				%
Current Assets		$	783,665			$	1,420,267			$	(636,602	)		(45	%)
Current Liabilities			5,925,379				4,274,288				1,651,091			39	%
Working Capital Deficiency		$	(5,141,714	)		$	(2,854,021	)		$	(2,287,693	)		80	%

F-1

	For the Year Ended January 31,
	2016			2015			Change
Cash Flows used in Operating Activities	$	(472,072	)	$	(3,561,240	)	$	3,089,168
Cash Flows used in Investing Activities		(134,531	)		(1,159,069	)		1,024,538
Cash Flows from Financing Activities		415,650			3,941,554			(3,525,904	)
Foreign currency translation adjustment		442			-			442
Net Decrease in Cash During the Year	$	(190,511	)	$	(778,755	)	$	588,244

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

16F-2 Table of Contents

~~Table~~GAWK ~~of Contents~~INCORPORATED

AsCONSOLIDATED ofBALANCE January 31, 2016 and 2015 our cash was $64,944 and $255,455, respectively. The Company does not believe its existing balances of cash and cash equivalents will be sufficient to satisfy its working capital needs, capital asset purchases, outstanding commitments and other liquidity requirements associated with its existing operations over the 12 months.SHEETS

As of January 31, 2016, we experienced an increase in working capital deficiency of $2,287,693 or 80%, as compared to January 31, 2015. The change in working capital deficiency during 2015 was primarily from a reduction in current assets by $636,602 as compared to January 31, 2015, due to a reduction in cash as of January 31, 2016 of $190,511 to $64,944 and reduction of deposit of $562,500 to $562,500 and an increase in current liabilities by $1,651,091 as compared to January 31, 2015, due to an increase in accounts payable and accrued liabilities of $330,384 to $717,469, increase in Note payable – related party of $868,361 ($0 at January 31, 2015) and increase in derivative liabilities of $620,237 ($0 at January 31, 2015).

	January 31,			January 31,
	2017			2016
ASSETS
Current Assets
Cash and cash equivalents	$	133,249		$	64,944
Accounts receivable, net		232,305			45,721
Marketable securities - available for sale		102,300			78,300
Deposit - CipherLoc		-			562,500
Prepaid and other current assets		54,028			32,200
Total Current Assets		521,882			783,665

Equipment, net of accumulated depreciation of $0 and $73,740		-			103,235
Intangible assets and proprietary technology, net of accumulated amortization of $656,244 and $312,173		1,149,831			2,286,345
Goodwill		1,416,851			4,076,505
TOTAL ASSETS	$	3,088,564		$	7,249,750

LIABILITIES AND STOCKHOLDERS' DEFICIT
Current Liabilities
Accounts payable and accrued liabilities	$	1,953,401		$	717,469
Note payable, net of unamortized discounts of $1,546 and $0		98,930			85,000
Current portion of notes payable -related party		614,085			868,361
Current portion of convertible notes payable, net of unamortized discounts of $598,790 and $148,069		2,061,952			1,934,932
Investor payable - common shares		658,000			658,000
Preferred shares payable		-			13,438
Contingent consideration		-			1,000,000
Due to related parties		305,458			27,942
Derivative liabilities		2,088,684			620,237
Total Current Liabilities		7,780,510			5,925,379
Long-Term Liabilities
Convertible notes payable, net of unamortized discounts of $0 and $56,358		-			10,307
Notes payables -related party, less current portion		159,514			388,889
TOTAL LIABILITIES		7,940,024			6,324,575

Series C Convertible Preferred stock, $0.001 par value, 100 shares designated; 16 and 14 shares issued and outstanding, respectively		16,000,000			14,000,000
Series D Convertible Preferred stock, $0.001 par value, 1,000 shares designated; 21 and 0 shares issued and outstanding, respectively		2,100,000			-
		18,100,000			14,000,000

Stockholders' Deficit
Preferred stock, $0.001 par value; authorized 100,000,000 shares
Series A Preferred stock, $0.001 par value, 1,000 shares designated; 1,000 shares issued and outstanding		1			1
Series B Convertible Preferred stock, $0.001 par value, 95,000,000 shares designated; 68,187,500 and 50,000,000 shares issued and outstanding, respectively		68,188			50,000
Common stock, $0.001 par value, 14,900,000,000 shares authorized; 2,357,089,633 and 261,863,258 shares issued and outstanding, respectively		2,357,089			261,863
Additional paid-in capital		984,577			670,962
Accumulated deficit		(26,361,315	)		(14,057,651	)
Total Stockholders' Deficit		(22,951,460	)		(13,074,825	)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$	3,088,564		$	7,249,750

~~Cash~~The ~~flows~~accompanying ~~from~~notes ~~operations. Our~~are ~~cash~~an ~~used~~integral inpart operating activities were $472,072 and $3,561,240 for the years ended January 31, 2016 and 2015, respectively. Net loss increased to $6,743,113 from $5,787,631, however the decrease in cash flows used in operations was primarily attributable to impairment loss of ~~$1,762,503~~these ~~and~~consolidated ~~loss~~financial ~~on settlement of liabilities of $2,956,954~~statements.

Cash flows from investing activities. Cash used in investing activities were $134,531 and $1,159,069 for the years ended January 31, 2016 and 2015, respectively. Net cash paid for acquisition of Connexum and Net D’s assets was $134,531 during the year ended January 31, 2016. On June 11, 2014 we entered into a license and subscription agreement with CipherLoc Corp. (CLOK) formerly Cloud Medical Doctor Software Corporation (NSCT) (“Cloud”) for $1,125,000. The agreement grants to us a nonF-~~exclusive~~3 ~~encryption~~Table 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 May 9, 2016, 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 $562,500, net of a write down in fiscal year ended January 31, 2016. Net cash paid for the acquisition of Webrunners, Inc. was $34,069.Contents

~~Cash~~GAWK flows from financing activities. Cash provided by financing activities were $415,650 and $3,941,554 for the years ended January 31, 2016 and 2015, respectively. We received cash from notes payable of $75,000, convertible note of $380,900, issuance of Series B Preferred stock of $47,500 and contributions of $5,000 and paid notes payable of $92,750 for the year ended January 31, 2106. We received cash from Doyle Knudson of $3,300,000, received advances from our CEO of $40,000, and proceeds of $699,200 from investors and refund of $150,000 of subscription payable for the year ended January 31, 2015.INCORPORATED

WeCONSOLIDATED ~~expect~~STATEMENTS toOF ~~incur~~OPERATIONS ~~substantial~~AND ~~expenses~~COMPREHENSIVE ~~and generate significant operating losses as we continue to grow our operations, as well as incur expenses related to operating as a public company and compliance with regulatory requirements.~~LOSS

The independent auditor’s report on our financial statements contains explanatory language that substantial doubt exists about our ability to continue as a going concern. We have an accumulated deficit at January 31, 2016 of $14,057,651 and need additional cash flows to maintain our operations. We depend on the continued need to raise financing to finance our operations and need to obtain additional funding sources to explore potential strategic relationships and to provide capital and other resources for the further development and marketing of our products and business. We expect our cash needs for the next 12 months to be $750,000 to fund our operations. The ability of the Company to continue its operations is dependent on the successful execution of management’s plans, which include expectations of raiding debt or equity based capital until such time that funds from operations are sufficient to fund working capital requirements. The Company may need to incur additional liabilities with related parties to sustain the Company’s existence. There is no assurance that such funding, if required will be available to us or, if available, will be available upon terms favorable to us.

	For the Year Ended
	January 31,
	2017			2016

Revenue	$	5,637,900		$	1,333,672
Cost of revenue		4,391,933			1,145,278
Gross profit		1,245,967			188,394

Operating expenses
General and administration		3,180,510			1,805,223
Research and development		-			2,500
Legal settlement		525,000			54,000
Impairment loss		4,369,707			562,500
Depreciation and amortization		746,487			155,736
Total operating expenses		8,821,704			2,579,959

Net loss from operations		(7,575,737	)		(2,391,565	)

Other income (expense)
Other income		22,275			13,200
Interest expense, net		(1,808,729	)		(544,616	)
Unrealized gain on marketable securities		24,000			49,350
Change in fair value of derivative liabilities		(1,351,818	)		326,899
Loss on settlement of debt		(1,629,773	)		(2,956,954	)
Total other expense		(4,744,045	)		(3,112,121	)

Loss from continuing operations		(12,319,782	)		(5,503,686	)

Gain (loss) from discontinued operations, net of tax benefits
Gain on sale of assets		111,467			-
Loss from discontinued operations		(95,349	)		(1,239,427	)
Total gain (loss) from discontinued operations		16,118			(1,239,427	)

Net loss	$	(12,303,664	)	$	(6,743,113	)

Dividend on Series B Preferred Stock		(23,344	)		-
Net loss attributable to common stockholders	$	(12,327,008	)	$	(6,743,113	)

Other comprehensive income		-			442

Comprehensive Loss	$	(12,327,008	)	$	(6,742,671	)

Basic and diluted loss per common share from continued operation	$	(0.02	)	$	(0.03	)
Basic and diluted loss per common share from discontinued operation	$	0.00		$	(0.01	)

Weighted average number of common shares outstanding, basic and diluted		724,811,630			194,920,175

17The accompanying notes are an integral part of these consolidated financial statements.

F-4 Table of Contents

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

~~Critical~~CONSOLIDATED ~~Accounting~~STATEMENTS ~~Policies~~OF STOCKHOLDERS' EQUITY (DEFICIT)

WeFOR ~~have~~THE ~~identified~~YEARS ~~the~~ENDED ~~policies~~JANUARY ~~below~~31, as2017 ~~critical~~AND to our business operations and the understanding of our results of operations. The impact on our business operations and any associated risks related to these policies are discussed throughout Management’s Discussion and Analysis of Financial Condition and Results of Operations when such policies affect our reported or expected financial results.2016

	Series A Preferred Stock				Series B Preferred Stock				Common Stock				Additional Paid in			Accumulated Other Comprehensive
	Shares Outstanding		Amount		Shares Outstanding		Amount		Shares Outstanding			Amount	Capital (Deficiency)			Income (Loss)			Accumulated Deficit			Total

Balance, January 31, 2015	1,000		$	1		-	$	-		161,732,000	$	161,732	$	(823,401	)	$	(442	)	$	(7,314,538	)	$	(7,976,648	)

Common stock issued to directors	-			-		-		-		21,000,000		21,000		140,100			-			-			161,100
Common stock issued for services, financing fees and to settle accounts payable	-			-		-		-		22,282,156		22,282		145,903			-			-			168,185
Common stock issued for legal settlement	-			-		-		-		2,700,000		2,700		51,300			-			-			54,000
Common stock issued in exchange for warrants	-			-		-		-		4,960,000		4,960		491,040			-			-			496,000
Series A Preferred Shares returned and cancelled	(500	)		-		-		-		-		-		-			-			-			-
Series A and B Preferred shares issued for acquisition - Net D’s assets	500			-		11,562,500		11,562		5,000,000		5,000		452,125			-			-			468,687
Series B Preferred shares issued for cash	-			-		8,437,500		8,438		-		-		39,062			-			-			47,500
Series B Preferred shares issued for acquisition - Connexum	-			-		5,000,000		5,000		-		-		49,375			-			-			54,375
Series B Preferred shares issued for due to related parties	-			-		25,000,000		25,000		-		-		390,625			-			-			415,625
Contribution	-			-		-		-		-		-		5,000			-			-			5,000
Common stock issued from conversion of debt	-			-		-		-		44,189,102		44,189		77,769			-			-			121,958
Foreign currency translation	-			-		-		-		-		-		-			442			-			442
Reclassification of derivative liability from additional paid in capital	-			-		-		-		-		-		(586,250	)		-			-			(586,250	)
Derivative Resolution	-			-		-		-		-		-		238,314			-			-			238,314
Net loss	-			-		-		-		-		-		-			-			(6,743,113	)		(6,743,113	)

Balance, January 31, 2016	1,000		$	1		50,000,000	$	50,000		261,863,258	$	261,863	$	670,962		$	-		$	(14,057,651	)	$	(13,074,825	)

Stock-based compensation	-			-		-		-		-		-		361,000			-			-			361,000
Common stock issued for exercise of stock options	-			-		-		-		41,000,000		41,000		(41,000	)		-			-			-
Series B Preferred shares issued for –preferred stock payable	-			-		13,437,500		13,438		-		-		-			-			-			13,438
Series B Preferred shares issued for cash	-			-		4,750,000		4,750		-		-		15,250			-			-			20,000
Beneficial conversion feature on Series B Preferred share	-			-		-		-		-		-		23,344			-			-			23,344
Deemed dividend on amortization of beneficial conversion feature on Series B Preferred shares	-			-		-		-		-		-		(23,344	)		-			-			(23,344	)
Common stock issued for conversion of debt	-			-		-		-		2,054,226,375		2,054,226		(1,438,698	)		-			-			615,528
Derivative resolution	-			-		-		-		-		-		1,417,063			-			-			1,417,063
Net loss	-			-		-		-		-		-		-			-			(12,303,664	)		(12,303,664	)

Balance, January 31, 2017	1,000		$	1		68,187,500	$	68,188		2,357,089,633	$	2,357,089	$	984,577		$	-		$	(26,361,315	)	$	(22,951,460	)

The ~~material~~accompanying ~~estimates~~notes ~~for our company~~ are ~~that~~an ofintegral ~~the~~part ~~valuation~~ of intangibles, goodwill impairment, derivatives, stock-based compensation recorded for options and warrants issued, and the income tax valuation allowance recorded for deferred tax assets. The fair values of options are determined using the Black-Scholes option pricing model. We have no historical data on the accuracy of these estimates. The estimated sensitivity to change is related to the various variables of the Black-Scholes option pricing model stated below. The specific quantitative variables are included in the notes to the consolidated financial statements. The estimated fair value of options is recognized as expense on the straight-line basis over the options’ vesting periods. The fair value of each option granted is estimated on the date of grant using the Black-Scholes option pricing model with the expected life, dividend yield, expected volatility, and risk-free interest rate weighted-average assumptions used for options and warrants granted. Expected volatility for 2016 and 2015 was estimated using the average historical volatility of Gawk’s historical common stock prices. The risk-free rate for periods within the contractual life of the option is based on the U.S. Treasury yield curve in effect at the grant date. The expected life of options is based on the life of the instrument on grant date.

~~Basis~~F-5 Table of ~~Accounting and Going Concern~~Contents

~~Our consolidated financial~~GAWK statements have been prepared on the accrual basis of accounting in conformity with GAAP. In addition, the accompanying consolidated financial statements have been prepared assuming that we will continue as a going concern, which contemplates the realization of assets and the liquidation of liabilities in the normal course of business. We generated accumulated losses of approximately $14.0 million through January 31, 2016 and have insufficient working capital and cash flows to support operations. These factors raise substantial doubt about our ability to continue as a going concern. The consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might result from this uncertainty.INCORPORATED

~~Marketable~~CONSOLIDATED ~~securities~~STATEMENTS ~~and~~OF ~~other~~CASH ~~investments~~FLOWS

We adopted ASC 825, “The Fair Value Option for Financial Assets and Financial Liabilities. Under this statement, an entity may elect to use fair value to measure eligible items. The adoption of this statement did not have an impact on our results of operations or financial condition. We classify these investments as current assets and carry them at fair value. We recognize all unrealized and realized gains and losses on our available-for-sale securities in other income in the accompanying statement of operations.

	For the Year Ended
	January 31,
	2017			2016
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(12,303,664	)	$	(6,743,113	)
Adjustments to reconcile net loss to net cash used in operating activities:
Common stock, options, and warrants issued for services		177,000			656,443
Common stock issued for legal settlement		-			54,000
Stock-based compensation		361,000			-
Amortization of debt discount and deferred financing fees		1,110,707			342,831
Unrealized gain on marketable securities		(24,000	)		(49,350	)
Amortization expense of intangible assets		746,487			155,736
Depreciation expense from discontinued operations		44,244			58,992
Amortization expense from discontinued operations		89,766			119,688
Bad debt expense		18,876			11,782
Loss on impairment of goodwill		3,626,635			1,200,003
Loss on impairment of intangible assets		180,572			-
Write off of Deposit		562,500			562,500
Loss on stock for liabilities		1,564,800			2,956,954
Loss on settlement of liabilities		64,973			-
Prepayment penalty		188,249			-
Change in fair value of derivative liabilities		1,351,818			(326,899	)
Gain on sale of asset		(111,467	)		-
Changes in operating assets and liabilities:
(Increase) decrease in operating assets:
Accounts receivable		(175,232	)		41,212
Prepaid expenses and other assets		(1,079	)		(32,200	)
Increase (decrease) in operating liabilities:
Accounts payable and accrued liabilities		910,520			241,407
Due to related parties		712,716			277,942
Accrued expenses		269,287			-
Net Cash Used In Operating Activities		(635,292	)		(472,072	)

CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisition of XTELUS, net of cash acquired		397			-
Proceeds from sale of asset		401,052			-
Net cash paid for acquisition of Net D’s assets		-			(134,531	)
Net Cash Provided by (Used in) Investing Activities		401,449			(134,531	)

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from notes payable		147,050			75,000
Proceeds from convertible notes, net of original issue discounts and deferred financing fees		785,858			380,900
Proceeds from notes payable - related party		25,000			-
Payment of notes payable - related party		(582,903	)		-
Payment of convertible notes payable		(33,333	)		-
Payment of notes payable		(59,524	)		(92,750	)
Proceeds from issuance of Series B Preferred stock		20,000			47,500
Proceeds from issuance of common stock		-			5,000
Net Cash Provided By Financing Activities		302,148			415,650

Effect of exchange rate changes		-			442

Net increase (decrease) in cash and cash equivalents		68,305			(190,511	)
Cash and cash equivalents, beginning of period		64,944			255,455
Cash and cash equivalents, end of period	$	133,249		$	64,944

Supplemental cash flow information
Cash paid for interest	$	242,902		$	-
Cash paid for taxes	$	-		$	-

Non-cash financing transactions:
Series B and Series C Preferred shares issued for due to related parties	$	-		$	438,854
Acquisition of Net D’s assets through issuance of preferred shares, common shares and note payable	$	-		$	3,843,875
Acquisition of XTELUS through issuance of Series D Preferred shares	$	100,000		$	-
Series B Preferred shares issued to settle preferred share payable	$	13,438		$	-
Acquisition of Connexum/Webrunner through issuance of preferred shares and note payable	$	-		$	1,054,375
Contingent consideration related to acquisition of Connexum	$	-		$	1,000,000
Issuance of investor payable for acquisition	$	-		$	1,556,000
Issuance of common stock for conversion of debt and accrued interest	$	615,528		$	121,958
Common shares issued for deferred financing fees	$	-		$	13,042
Common stock issued for exercise of options and warrants	$	41,000		$	496,000
Debt discount from derivative liability	$	1,356,692		$	259,000
Reclassification of derivative liability from additional paid in capital due to tainted instruments	$	-		$	586,250
Derivative resolution	$	1,417,063		$	238,314
Accrued interest added to principal	$	5,517		$	-
Replacement of note payable to Convertible note	$	75,000		$	-
Acquisition of Connexum through contingent issuance of Series D Preferred shares	$	2,000,000		$	-
Series C Preferred shares issued to settle preferred share payable	$	-		$	1,000,000
Beneficial conversion feature on Series B Preferred shares	$	23,344		$	-

18The accompanying notes are an integral part of these consolidated financial statements.

F-6 Table of Contents

~~Revenue~~GAWK ~~Recognition~~INCORPORATED

~~The~~NOTES ~~Company~~TO ~~pursues~~CONSOLIDATED ~~opportunities~~FINANCIAL 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.STATEMENTS

~~Our~~FOR ~~Business~~THE ~~Services~~YEARS ~~revenue~~ENDED ~~includes~~JANUARY ~~monthly recurring charges (“MRC”) to customers~~31, ~~for~~2017 ~~whom~~AND charges are contracted over a specified period of time, and variable usage fees charged to customers that purchase our business products and services. Revenue recognition commences after the provisioning, testing and acceptance of the service by the customer. MRC continue until the expiration of the contract, or until cancellation of the service by the customer. To the extent that payments received from a customer are related to a future period, the payment is recorded as deferred revenue until the service is provided or the usage occurs.2016

~~Our~~NOTE ~~Carrier~~1 ~~Services~~– ~~revenue~~DESCRIPTION isOF primarily derived from usage fees charged to other carriers that terminate voice traffic over our network. Variable revenue is earned based on the length of a call, as measured by the number of minutes of duration. It is recognized upon completion of the call, and is adjusted to reflect the allowance for billing adjustments. Revenue for each customer is calculated from information received through our network switches. Our customized software tracks the information from the switches and analyzes the call detail records against stored detailed information about revenue rates. This software provides us with the ability to complete a timely and accurate analysis of revenue earned in a period. We believe that the nature of this process is such that recorded revenues are unlikely to be revised in future periods.BUSINESS

~~Share~~Gawk Incorporated (“we”, “our”, the “Company”) was incorporated in the state of Nevada on January 6, 2011 with principal business address at 5300 Melrose Avenue, Suite 42, Los Angeles, CA. The Company offers a suite of cloud communications, cloud connectivity, cloud computing, and managed cloud-~~Based~~based ~~Compensation~~applications solutions to small, medium, and large businesses; and offers domestic and international voice services to communications carriers worldwide. It offers a suite of advanced data center and cloud-based services, including fault tolerant, high availability cloud servers, which comprise platform as a service, infrastructure as a service, and a content delivery network; managed network services that converge voice and data applications, structured cabling, wireless, and security services, as well as include Internet access via Ethernet or fiber at speeds ranging from 10 Mbps to 10 Gbps; and data center solutions, including cloud services, colocation services, and business continuity services, such as storage and security. Our website is located at www.gawkinc.com

~~The~~NOTE ~~Company~~2 ~~measures~~– ~~the~~GOING cost of services received in exchange for an award of an equity instrument based on the grant-date fair value of the award. Employee awards are accounted for under ASC 718 - where the awards are valued at grant date. Awards given to nonemployees are accounted for under ASC 505 where the awards are valued at earlier of commitment date or completion of services. Compensation cost for employee awards 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. CONCERN

~~Convertible~~The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which contemplate continuation of the Company as a going concern. However, the Company has an accumulated deficit at January 31, 2017 ~~Notes~~of $26,361,315, a net loss for the year ended January 31, 2017 of $12,303,664, cash flows used in operating activities of $635,292 and needs additional cash to maintain its operations.

~~Convertible~~These ~~notes~~factors ~~are~~raise ~~regarded~~substantial asdoubt ~~compound~~about ~~instruments,~~the ~~consisting~~Company’s ofability ato ~~liability~~continue ~~component~~as ~~and~~a angoing ~~equity component~~concern. The ~~component~~accompanying ~~parts~~financial ofstatements ~~compound~~do ~~instruments~~not ~~are~~include ~~classified~~any ~~separately~~adjustments asthat ~~financial~~might ~~liabilities~~result ~~and~~from ~~equity in accordance with~~ the ~~substance~~outcome of ~~the~~this ~~contractual arrangement~~uncertainty. AtThe ~~the~~Company’s ~~date~~continued ofexistence ~~issue, the fair value of the liability component~~ is ~~estimated~~dependent ~~using~~upon ~~the~~management’s ~~prevailing~~ability ~~market~~to ~~interest~~develop ~~rate~~profitable ~~for~~operations, acontinued ~~similar~~contributions ~~non-convertible~~from ~~instrument. This amount is recorded as a liability on an amortized cost basis until extinguished upon conversion or at~~ the ~~instrument~~Company’s ~~maturity~~executive ~~date.~~officers ~~The~~to ~~equity~~finance ~~component~~its isoperations ~~determined~~and ~~by deducting~~ the ~~amount~~ability ofto ~~the~~obtain ~~liability~~additional ~~component~~funding ~~from~~sources ~~the~~to ~~fair~~explore ~~value~~potential ofstrategic ~~the~~relationships ~~compound~~and ~~instrument~~to asprovide acapital ~~whole.~~and ~~This~~other isresources ~~recognized~~for asthe ~~additional~~further ~~paid-in~~development ~~capital~~ and ~~included~~marketing ~~in equity, net~~ of ~~income~~the ~~tax~~Company’s ~~effects,~~products and ~~is not subsequently remeasured~~business. ~~After initial measurement, they are carried at amortized cost using the effective interest method.~~

~~Derivative~~NOTE ~~Financial~~3 ~~Instruments~~– SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The ~~fair~~Company ~~value~~prepares ofits anfinancial ~~embedded~~statements ~~conversion~~in ~~option~~accordance ~~that~~with isaccounting ~~convertible~~principles ~~into~~generally aaccepted ~~variable~~in ~~amount of shares and warrants that include price protection reset provision features are deemed to be “down-round protection” and, therefore, do not meet~~ the ~~scope~~United ~~exception~~States ~~for treatment as a derivative under ASC 815 “Derivatives and Hedging”, since “down-round protection” is not an input into the calculation~~ of ~~the~~America. ~~fair~~Significant ~~value~~accounting ofpolicies ~~the~~are ~~conversion option and warrants and cannot be considered “indexed to the Company’s own stock” which is a requirement for the scope exception~~ as ~~outlined under ASC 815.~~follows:

19Use of Estimates and Assumptions

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

~~The~~Principles ~~accounting treatment~~ of derivative financial instruments requires that the Company record the embedded conversion option and warrants at their fair values as of the inception date of the agreement and at fair value as of each subsequent balance sheet date. Any change in fair value is recorded as non-operating, non-cash income or expense for each reporting period at each balance sheet date. The Company reassesses the classification of its derivative instruments at each balance sheet date. If the classification changes as a result of events during the period, the contract is reclassified as of the date of the event that caused the reclassification.Consolidation

The ~~Black-Scholes~~consolidated ~~option~~financial ~~valuation~~statements ~~model~~include ~~was used to estimate~~ the ~~fair~~accounts ~~value~~ of the ~~conversion~~Company ~~options.~~and ~~The~~its ~~model~~subsidiaries. ~~includes~~All ~~subjective~~intercompany ~~input~~accounts ~~assumptions~~and ~~that~~transactions ~~can~~have ~~materially~~been ~~affect the fair value estimates~~eliminated. ~~The~~We ~~expected~~currently ~~volatility~~have isno ~~estimated~~investments ~~based~~accounted onfor using the ~~most~~equity ~~recent~~or ~~historical~~cost ~~period~~methods of ~~time, of our common stock, equal to the weighted average life of the options~~accounting.

~~Conversion~~F-7 ~~options~~Table ~~are recorded as debt discount and are amortized as interest expense over the life~~ of ~~the underlying debt instrument.~~Contents

~~Also, refer Note 3 – Summary of Significant Accounting Policies in the consolidated financial statements that are included in this Report.~~Reclassifications

~~Recent~~Certain ~~accounting~~prior ~~pronouncements~~year amounts have been reclassified to conform with the current year presentation.

~~During~~Cash ~~the~~and ~~fourth~~Cash quarter of January 31, 2016, the Company adopted Accounting Standards Update (“ASU”) 2015-03, "Interest - Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs," which requires debt issuance costs to be presented in the balance sheet as a direct deduction from the carrying value of the associated debt liability. This standard requires retrospective application. There were no debt issuance costs in the prior year that required reclassification.Equivalents

~~For~~The ~~discussion~~Company considers all highly liquid investments with an original maturity of ~~other~~three ~~recently~~months ~~issued~~or ~~and~~less ~~adopted~~to ~~accounting~~be ~~pronouncements~~cash equivalents. At January 31, ~~please~~2017 ~~see~~and ~~Note 3~~2016, tocash ~~the~~and ~~consolidated~~cash ~~financial~~equivalents ~~statements~~include ~~included~~cash ~~herein~~on hand and cash in the bank.

~~ITEM~~Goodwill ~~7A.~~and ~~QUANTITATIVE~~Other ~~AND~~Intangible ~~QUALITATIVE DISCLOSURES ABOUT MARKET RISK~~Assets

~~Not~~We ~~applicable~~account for goodwill and intangible assets in accordance with ASC 350 "Intangibles-Goodwill and Other" ("ASC 350"). ASC 350 requires that goodwill and other intangibles with indefinite lives be tested for impairment annually or on an interim basis if events or circumstances indicate that the fair value of an asset has decreased below its carrying value. In addition, ASC 350 requires that goodwill be tested for impairment at the reporting unit level (operating segment or one level below an operating segment) on an annual basis and between annual tests when circumstances indicate that the recoverability of the carrying amount of goodwill may be in doubt. Application of the goodwill impairment test requires judgment, including the identification of reporting units; assigning assets and liabilities to reporting units, assigning goodwill to reporting units, and determining the fair value. Significant judgments required to estimate the fair value of reporting units include estimating future cash flows, determining appropriate discount rates and other assumptions. Changes in these estimates and assumptions or the occurrence of one or more confirming events in future periods could cause the actual results or outcomes to materially differ from such estimates and could also affect the determination of fair value and/or goodwill impairment at future reporting dates.

20We completed an evaluation of intangible assets and goodwill at January 31, 2017 and 2016, and recognized an impairment loss of $3,807,207 and $1,200,003 during the year ended January 31, 2017 and 2016.

~~Table~~The cost of ~~Contents~~intangible assets with determinable useful lives is amortized to reflect the pattern of economic benefits consumed, either on a straight-line or accelerated basis over the estimated periods benefited. Patents, technology and other intangibles with contractual terms are generally amortized over their respective legal or contractual lives. Customer relationships, brands and other non-contractual intangible assets with determinable lives are amortized over periods 3 years. When certain events or changes in operating conditions occur, an impairment assessment is performed and lives of intangible assets with determinable lives may be adjusted.

~~ITEM~~Long-Lived ~~8. FINANCIAL STATEMENTS~~Assets

~~GAWK~~Long-lived ~~INCORPORATED~~assets are evaluated for impairment whenever events or changes in business circumstances indicate that the carrying amount of the assets may not be fully recoverable or that the useful lives of these assets are no longer appropriate. Each impairment test is based on a comparison of the undiscounted future cash flows to the recorded value of the asset. If impairment is indicated, the asset is written down to its estimated fair value.

~~TABLE~~Property OFand ~~CONTENTS~~Equipment

		Page
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM		22
FINANCIAL STATEMENTS:
Consolidated Balance Sheets at January 31, 2016 and 2015		23
Consolidated Statements of Operations and Comprehensive Loss for the years ended January 31, 2016 and 2015		24
Consolidated Statements of Stockholders’ Equity (Deficit) for the years ended January 31, 2016 and 2015		25
Consolidated Statements of Cash Flows for the years ended January 31, 2016 and 2015		26
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS		27

Property and equipment, consisting mostly of computer equipment, is recorded at cost reduced by accumulated depreciation. Depreciation expense is recognized over the assets’ estimated useful lives of three years using the straight-line method. Major additions and improvements are capitalized as additions to the property and equipment accounts, while replacements, maintenance and repairs that do not improve or extend the life of the respective assets, are expensed as incurred. Estimated useful lives are periodically reviewed and, when appropriate, changes are made prospectively. When certain events or changes in operating conditions occur, asset lives may be adjusted and an impairment assessment may be performed on the recoverability of the carrying amounts.

21Accounts Receivable and Allowance for Uncollectible Accounts

~~Table~~Substantially all of ~~Contents~~the Company’s accounts receivable balance is related to trade receivables. Trade accounts receivable are recorded at the invoiced amount and do not bear interest. The allowance for doubtful accounts is the Company’s best estimate of the amount of probable credit losses in its existing accounts receivable. The Company maintains allowances for doubtful accounts for estimated losses resulting from the inability of its customers to make required payments for services. Accounts with known financial issues are first reviewed and specific estimates are recorded. The remaining accounts receivable balances are then grouped in categories by the number of days the balance is past due, and the estimated loss is calculated as a percentage of the total category based upon past history. Account balances are charged against the allowance when it is probable that the receivable will not be recovered. As of January 31, 2017 and 2016, the Company had a valuation allowance for doubtful accounts of $18,876 and $0, respectively, for the Company’s accounts receivable. During the years ended January 31, 2017 and 2016, the Company recorded bad debt expense for uncollectible amounts of $18,876 and $11,782, respectively.

~~REPORT~~F-8 OFTable ~~INDEPENDENT~~of ~~REGISTERED PUBLIC ACCOUNTING FIRM~~Contents

ToMarketable ~~the~~securities ~~Board of Directors~~ and ~~Stockholders~~other ofinvestments

~~Gawk~~We adopted ASC 825, ~~Inc~~“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.

~~Los~~We ~~Angeles,~~classify ~~California~~these investments as current assets and carry them at fair value. We recognize all unrealized and realized gains and losses on our available-for-sale securities in other income in the accompanying consolidated statements of operations and comprehensive income (loss).

WeRevenue have audited the accompanying consolidated balance sheets of Gawk, Inc. and its subsidiaries (collectively, the “Company”) as of January 31, 2016 and 2015, and the related consolidated statements of operations and comprehensive income (loss), stockholders’ equity (deficit) and cash flows for the years then ended. The Company’s management is responsible for these financial statements. Our responsibility is to express an opinion on these financial statements based on our audits.Recognition

WeThe ~~conducted~~Company ~~our~~pursues ~~audits~~opportunities into ~~accordance~~realize ~~with~~revenues ~~the~~from ~~standards~~consulting ofservices. ~~the~~It ~~Public~~is ~~Company~~the ~~Accounting~~company’s ~~Oversight~~policy ~~Board (United States). Those standards require~~ that werevenues ~~plan~~ and ~~perform~~gains ~~the~~will ~~audit~~be torecognized ~~obtain~~in ~~reasonable~~accordance ~~assurance~~with ~~about~~ASC ~~whether~~Topic ~~the~~605-10-25, ~~financial~~“Revenue ~~statements are free of material misstatement~~Recognition.” ~~The~~Under ~~Company~~ASC isTopic ~~not required to have~~605-10-25, ~~nor~~revenue ~~were~~earning weactivities ~~engaged~~are torecognized ~~perform,~~when anall ~~audit~~ of ~~its~~the ~~internal~~following ~~control~~criteria ~~over~~are ~~financial~~met: ~~reporting.~~(i) ~~Our~~persuasive ~~audit~~evidence ~~included consideration~~ of ~~internal~~an ~~control~~arrangement ~~over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances~~exists, ~~but~~(ii) ~~not for~~ the ~~purpose~~services ofhave ~~expressing~~been anrendered ~~opinion~~to on the ~~effectiveness of the Company’s internal control over financial reporting. Accordingly~~customer, we(iii) ~~express no such opinion. An audit also includes examining, on a test basis, evidence supporting~~ the ~~amounts~~sales ~~and~~price ~~disclosures~~is infixed ~~the~~or ~~financial statements~~determinable, ~~assessing the accounting principles used~~ and ~~significant~~(iv) ~~estimates~~collectability ~~made~~is byreasonably ~~management, as well as evaluating the overall financial statement presentation~~assured. ~~We believe that our audits provide a reasonable basis for our opinion.~~

InOur ~~our~~Business ~~opinion,~~Services ~~the~~revenue ~~consolidated~~includes ~~financial~~monthly ~~statements~~recurring ~~referred~~charges (“MRC”) to ~~above~~customers, ~~present~~for ~~fairly,~~whom incharges ~~all~~are ~~material~~contracted ~~respects,~~over ~~the~~a ~~financial~~specified ~~position~~period of ~~Gawk~~time, ~~Inc.~~ and ~~its~~variable ~~subsidiaries~~usage asfees ofcharged ~~January~~to ~~31,~~customers ~~2016~~that purchase our business products and ~~2015~~services. Revenue recognition commences after the provisioning, testing and acceptance of the ~~results~~service by the customer. MRCs continue until the expiration of ~~their~~the ~~operations~~contract, ~~and~~or ~~their~~until ~~cash~~cancellation ~~flows~~of ~~for~~the service by the ~~years~~customer. ~~then~~To ~~ended~~the inextent ~~conformity~~that ~~with~~payments ~~accounting~~received ~~principles~~from ~~generally~~a ~~accepted~~customer inare related to a future period, the ~~United~~payment ~~States~~is ofrecorded ~~America~~as deferred revenue until the service is provided or the usage occurs.

~~The~~Our ~~accompanying~~Carrier ~~consolidated~~Services ~~financial~~revenue ~~statements~~is ~~have~~primarily ~~been~~derived ~~prepared~~from ~~assuming~~usage fees charged to other carriers that terminate voice traffic over our network. Variable revenue is earned based on the ~~Company~~length ~~will~~of ~~continue~~a call, as ameasured ~~going~~by ~~concern~~the number of minutes of duration. AsIt ~~discussed~~is inrecognized ~~Note~~upon 2completion toof the ~~financial statements~~call, and is adjusted to reflect the ~~Company~~allowance ~~has~~for ~~suffered~~billing ~~recurring~~adjustments. ~~losses~~Revenue for each customer is calculated from ~~operations~~information ~~and~~received ~~has~~through aour ~~net~~network ~~capital~~switches. ~~deficiency~~Our ~~that~~customized ~~raise~~software ~~substantial~~tracks ~~doubt~~the ~~about~~information ~~its~~from ~~ability~~the toswitches ~~continue~~and asanalyzes athe ~~going~~call ~~concern~~detail records against stored detailed information about revenue rates. ~~Management’s~~This ~~plans~~software inprovides ~~regard~~us with the ability to ~~these~~complete ~~matters~~a ~~are~~timely ~~also~~and ~~described~~accurate analysis of revenue earned in ~~Note~~a 2period. ~~The~~We ~~financial~~believe ~~statements~~that dothe ~~not~~nature ~~include~~of ~~any~~this ~~adjustments~~process is such that ~~might~~recorded ~~result~~revenues ~~from~~are ~~the~~unlikely ~~outcome~~to ofbe ~~this~~revised ~~uncertainty~~in future periods.

~~/s/~~Income ~~MaloneBailey, LLP~~Taxes

~~www~~The Company utilizes the asset and liability method in accounting for income taxes.~~malonebailey~~ Under this method, deferred tax assets and liabilities are recognized for operating loss and tax credit carry-forwards and for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases.~~com~~ Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the year in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the results of operations in the period that includes the enactment date. A valuation allowance is recorded to reduce the carrying amounts of deferred tax assets unless it is more likely than not that the value of such assets will be realized.

~~Houston~~The Company uses the two-step approach to recognizing and measuring uncertain tax positions. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates it is more likely than not, ~~Texas~~that the position will be sustained on audit, including resolution of related appeals or litigation processes, if any. The second step is to measure the tax benefit as the largest amount, which is more than 50% likely of being realized upon ultimate settlement. The Company considers many factors when evaluating and estimating the Company's tax positions and tax benefits, which may require periodic adjustments. At January 31, 2017 and 2016, the Company did not record any liabilities for uncertain tax positions.

~~May~~F-9 ~~24,~~Table ~~2016~~of Contents

22Research and Development and Software Development Costs

~~Table~~Capitalization of ~~Contents~~certain software development costs are recorded after the determination of technological feasibility. Based on our product development process, technological feasibility is determined upon the completion of a working model. To date, costs incurred by us from the completion of the working model to the point at which the product is ready for general release have been insignificant. Accordingly, we have charged all such costs to research and development expense in the period incurred. Our research and development costs for the years ended January 31, 2017 and 2016 were $0 and $2,500, respectively.

~~GAWK~~Share-Based ~~INCORPORATED~~Compensation

~~CONSOLIDATED~~The ~~BALANCE~~Company ~~SHEETS~~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. Employee awards are accounted for under ASC 718 - where the awards are valued at grant date. Awards given to nonemployees are accounted for under ASC 505 where the awards are valued at earlier of commitment date or completion of services. Compensation cost for employee awards 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.

	January 31,			January 31,
	2016			2015
ASSETS
Current Assets
Cash and cash equivalents	$	64,944		$	255,455
Accounts receivable		45,721			10,862
Marketable securities - available for sale		78,300			28,950
Deposit - CipherLoc		562,500			1,125,000
Prepaid and other current assets		32,200			-
Total Current Assets		783,665			1,420,267
Equipment, net of depreciation of $73,740 and $14,748		103,235			162,227
Intangible assets and proprietary technology, net of amortization $312,173 and $36,749		2,286,345			404,238
Goodwill		4,076,505			1,310,908
TOTAL ASSETS	$	7,249,750		$	3,297,640
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current Liabilities
Accounts payable and accrued liabilities		717,469			330,384
Notes payable		85,000			10,000
Current portion of notes payable -related party		868,361			-
Current portion of convertible note payable, net of discount of $148,069 and $208,950		1,934,932			1,591,050
Investor payable - common shares		658,000			1,154,000
Preferred shares payable		13,438			1,000,000
Contingent consideration		1,000,000			-
Due to related parties		27,942			188,854
Derivative liabilities		620,237			-
Total Current Liabilities		5,925,379			4,274,288
Long-Term Liabilities
Convertible note payable, net of discount $56,358 and $0		10,307			-
Notes payable -related party		388,889			-
TOTAL LIABILITIES		6,324,575			4,274,288
Stockholders' Equity (Deficit)
Preferred stock, $0.001 par value; authorized 100,000,000 shares
Series A Preferred stock, $0.001 par value, 1,000 shares designated; 1,000 shares issued and outstanding		1			1
Series B Preferred stock, $0.001 par value, 95,000,000 shares designated; 50,000,000 and 0 shares issued and outstanding, respectively		50,000			-
Series C Preferred stock, $0.001 par value, 100 shares designated; 14 and 7 shares issued and outstanding, respectively		-			-
Common stock, $0.001 par value, 1,400,000,000 shares authorized; 261,863,258 and 161,732,000 shares issued and outstanding, respectively		261,863			161,732
Additional paid in capital		14,670,962			6,176,599
Accumulated other comprehensive income (loss)		-			(442	)
Accumulated deficit		(14,057,651	)		(7,314,538	)
Total Stockholders' Equity (Deficit)		925,175			(976,648	)
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)	$	7,249,750		$	3,297,640

Related Parties

The ~~accompanying~~Company ~~notes~~follows ~~are~~ASC an850, ~~integral~~"Related ~~part~~Party Disclosures," for the identification of ~~these~~related ~~consolidated~~parties ~~financial~~and ~~statements~~disclosure of related party transactions. See note 16.

23Basic and Diluted Net Loss per Common Share

~~Table~~Basic income (loss) per share is computed by dividing net income (loss) available to common shareholders by the weighted average number of ~~Contents~~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. For the year ended January 31, 2017 and 2016, respectively, the following options, warrants, convertible notes and Series A convertible preferred stock were excluded from the computation of diluted net loss per shares as the result of the computation was anti-dilutive.

~~GAWK~~Diluted ~~INCORPORATED~~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.

~~CONSOLIDATED~~Concentration ~~STATEMENTS~~of OFCredit ~~OPERATIONS AND COMPREHENSIVE INCOME (LOSS)~~Risk

	For the Year Ended January 31,
	2016			2015
Revenues	$	1,652,156		$	167,806
Cost of revenues		1,145,278			-
Gross profit		506,878			167,806
Operating Expenses
General and administration		1,984,451			2,042,906
Research and development		2,500			605,142
Legal settlement		54,000			2,550,000
Related party payments		-			401,034
Impairment loss		1,762,503			-
Depreciation and amortization		334,416			51,497
Total operating expenses		4,137,870			5,650,579
Net loss from operations		(3,630,992	)		(5,482,773	)
Other income (expense)
Other income (expense)		13,200			-
Interest expense, net		(544,616	)		(228,808	)
Unrealized gain (loss) on marketable securities		49,350			(76,050	)
Change in fair value of derivative liabilities		326,899			-
Loss on settlement of liabilities		(2,956,954	)		-
Total other income (expense)		(3,112,121	)		(304,858	)
Net loss	$	(6,743,113	)	$	(5,787,631	)
Other comprehensive income		442			-
Comprehensive Loss	$	(6,742,671	)	$	(5,787,631	)
Basic and dilutive loss per common share	$	(0.03	)	$	(0.03	)
Weighted average number of common shares outstanding		194,920,175			169,720,932

All of the Company’s cash and cash equivalents are maintained in regional and national financial institutions. The Company has exposure to credit risk to the extent that its cash and cash equivalents exceed amounts covered by the U.S. federal deposit insurance; however, the Company has not experienced any losses in such accounts. In management’s opinion, the capitalization and operating history of the financial institutions are such that the likelihood of material loss is remote.

~~The~~Derivative ~~accompanying~~Financial ~~notes are an integral part of these consolidated financial statements.~~Instruments

24The fair value of an embedded conversion option that is convertible into a variable amount of shares and warrants that include price protection reset provision features are deemed to be “down-round protection” and, therefore, do not meet the scope exception for treatment as a derivative under ASC 815 “Derivatives and Hedging”, since “down-round protection” is not an input into the calculation of the fair value of the conversion option and warrants and cannot be considered “indexed to the Company’s own stock” which is a requirement for the scope exception as outlined under ASC 815.

F-10 Table of Contents

~~GAWK~~The ~~INCORPORATED~~accounting treatment of derivative financial instruments requires that the Company record the embedded conversion option and warrants at their fair values as of the inception date of the agreement and at fair value as of each subsequent balance sheet date. Any change in fair value is recorded as non-operating, non-cash income or expense for each reporting period at each balance sheet date. The Company reassesses the classification of its derivative instruments at each balance sheet date. If the classification changes as a result of events during the period, the contract is reclassified as of the date of the event that caused the reclassification.

~~CONSOLIDATED~~The ~~STATEMENTS~~Black-Scholes OFoption ~~STOCKHOLDERS'~~valuation ~~EQUITY~~model ~~(DEFICIT)~~was used to estimate the fair value of the embedded conversion options and warrants. The model includes subjective input assumptions that can materially affect the fair value estimates. The expected volatility is estimated based on the most recent historical period of time, of our common stock, equal to the weighted average life of the options.

~~FOR~~Conversion ~~THE~~options ~~YEARS~~are ~~ENDED~~recorded ~~JANUARY~~as ~~31,~~debt ~~2016,~~discount ~~AND~~and ~~2015~~are amortized as interest expense over the life of the underlying debt instrument.

																			Additional							Other
	A Preferred Stock				B Preferred Stock				C Preferred Stock				Common Stock						Paid in			Preferred stock		Common stock		Comprehensive			Accumulated
	Shares Outstanding		Amount		Shares Outstanding		Amount		Shares Outstanding		Amount		Shares Outstanding			Amount			Capital			Payable		Payable		Income (Loss)			Deficit			Total
Balance, January 31, 2014		-	$	-		-	$	-		-	$	-		302,000,000		$	302,000		$	485,000		$	-	$	-	$	(442	)	$	(1,526,907	)	$	(740,349	)
Series C Preferred acquisition		-		-		-		-		7		-		-			-			3,300,000			-		-		-			-			3,300,000
Common stock exchanged for Series A Preferred stock		1,000		1		-		-		-		-		(150,000,000	)		(150,000	)		149,999			-		-		-			-			-
Common shares issued for Series B Preferred replacement		-		-		-		-		-		-		9,232,000			9,232			913,968			-		-		-			-			923,200
Common stock issued for services		-		-		-		-		-		-		500,000			500			49,500			-		-		-			-			50,000
Contribution by CEO		-		-		-		-		-		-		-			-			40,000			-		-		-			-			40,000
Options issued for acquisition		-		-		-		-		-		-		-			-			879,932			-		-		-			-			879,932
Discount of note payable - BCF		-		-		-		-		-		-		-			-			358,200			-		-		-			-			358,200
Net loss		-		-		-		-		-		-		-			-			-			-		-		-			(5,787,631	)		(5,787,631	)
Balance, January 31, 2015		1,000		1		-		-		7		-		161,732,000			161,732			6,176,599			-		-		(442	)		(7,314,538	)		(976,648	)
Common stock issued to directors		-		-		-		-		-		-		21,000,000			21,000			140,100			-		-		-			-			161,100
Common stock issued for services, financing fees and to settle accounts payable		-		-		-		-		-		-		22,282,156			22,282			145,903			-		-		-			-			168,185
Common stock issued for legal settlement		-		-		-		-		-		-		2,700,000			2,700			51,300													54,000
Common stock issued in exchange for warrants		-		-		-		-		-		-		4,960,000			4,960			491,040			-		-		-			-			496,000
Series C Preferred shares issued for acquisition - Webrunner		-		-		-		-		1		-		-			-			1,000,000			-		-		-			-			1,000,000
Series B Preferred shares issued for acquisition - Net D’s assets		-		-		11,562,500		11,562		3		-		5,000,000			5,000			3,452,125			-		-		-			-			3,468,687
Series B Preferred shares issued for cash		-		-		8,437,500		8,438		-		-		-			-			39,062			-		-		-			-			47,500
Series B and C Preferred shares issued for acquisition - Connexum		-		-		5,000,000		5,000		-		-		-			-			49,375			-		-		-			-			54,375
Series B Preferred B and C shares issued for due to related parties		-		-		25,000,000		25,000		3		-		-			-			3,390,625			-		-		-			-			3,415,625
Contribution		-		-		-		-		-		-		-			-			5,000			-		-		-			-			5,000
Common stock issued from conversion of debt		-		-		-		-		-		-		44,189,102			44,189			77,769			-		-		-			-			121,958
Foreign currency translation adjustment		-		-		-		-		-		-		-			-			-			-		-		442			-			442
Reclassification of derivative liability from additional paid in capital		-		-		-		-		-		-		-			-			(586,250	)		-		-		-			-			(586,250	)
Derivative resolution		-		-		-		-		-		-		-			-			238,314			-		-		-			-			238,314
Net loss		-		-		-		-		-		-		-			-			-			-		-		-			(6,743,113	)		(6,743,113	)
Balance, January 31, 2016		1,000	$	1		50,000,000	$	50,000		14	$	0		261,863,258		$	261,863		$	14,670,962		$	-	$	-	$	-		$	(14,057,651	)	$	925,175

Fair Value of Financial Instruments

The ~~accompanying~~Company's ~~notes~~financial ~~are~~instruments anconsist ~~integral~~primarily ~~part~~ of ~~these~~cash, ~~consolidated~~accounts payable and accrued expenses, and debt. The carrying amounts of such financial ~~statements~~instruments approximate their respective estimated fair value due to the short-term maturities and approximate market interest rates of these instruments.

25The 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.

~~Table~~The ofthree-level ~~Contents~~hierarchy for fair value measurements is defined as follows:

~~GAWK~~ · ~~INCORPORATED~~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

~~CONSOLIDATED~~The ~~STATEMENTS~~following OFtable ~~CASH~~summarizes ~~FLOWS~~fair value measurements by level at January 31, 2017 and January 31, 2016 for assets measured at fair value on a recurring basis:

	For the Year Ended January 31,
	2016			2015
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(6,743,113	)	$	(5,787,631	)
Adjustments to reconcile net loss to net cash used in operating activities:
Common stock and warrants issued for services		656,443			50,000
Common stock issued for legal settlement		54,000			-
Amortization of debt discount		342,831			149,250
Revenues from the receipt of securities for consulting		-			(105,000	)
Unrealized (gain) loss on marketable securities		(49,350	)		76,050
Depreciation and amortization		334,416			51,497
Convertible note payable due to legal settlement		-			1,800,000
Bad debt expense		11,782			-
Impairment loss		1,762,503			-
Loss on settlement of liabilities		2,956,954			-
Change in fair value of derivative liabilities		(326,899	)		-
Changes in operating assets and liabilities:
(Increase) decrease in operating assets:
Accounts receivable		41,212			(10,862	)
Prepaid and other current assets		(32,200	)		-
Increase (decrease) in operating liabilities:
Accounts payable and accrued liabilities		241,407			215,456
Due to related parties		277,942			-
Net Cash Used in Operating Activities		(472,072	)		(3,561,240	)
CASH FLOWS FROM INVESTING ACTIVITIES:
Deposit for license agreement		-			(1,125,000	)
Net cash paid for Webrunner acquisition		-			(34,069	)
Net cash paid for acquisition of Connexum and Net D’s assets		(134,531	)		-
Net Cash Used in Investing Activities		(134,531	)		(1,159,069	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Advances from shareholder		-			52,354
Proceeds (refund) of subscription payable		-			(150,000	)
Proceeds from notes payable		75,000			-
Proceeds from convertible notes, net of original issue discounts and fees		380,900			-
Payment of notes payable		(92,750	)		-
Proceeds for investor payable		-			699,200
Proceeds from the sale of Preferred C stock		-			3,300,000
Proceeds from issuance of Series B preferred stock		47,500			-
Proceeds from contributions		5,000			40,000
Net Cash Provided By Financing Activities		415,650			3,941,554
Effect of exchange rate changes		442			-
Net decrease in cash and cash equivalents		(190,511	)		(778,755	)
Cash and cash equivalents, beginning of period		255,455			1,034,210
Cash and cash equivalents, end of period	$	64,944		$	255,455
Supplemental cash flow information
Cash paid for interest	$	-		$	-
Cash paid for taxes	$	-		$	-
Non-cash transactions:
Common stock exchanged for Series A Preferred shares	$	-		$	150,000
Debt from RND Media	$	-		$	10,000
Series B and Series C Preferred shares issued for due to related parties	$	438,854		$	-
Acquisition of Net D’s assets through issuance of preferred shares, common shares and note payable	$	3,843,875		$	-
Series C Preferred shares issued to settle preferred share payable	$	1,000,000		$	-
Acquisition of Connexum/Webrunner through issuance of preferred shares and note payable	$	1,054,375		$	1,928,870
Contingent consideration related to acquisition of Connexum	$	1,000,000		$	-
Preferred shares payable for acquisition of Webrunner	$	-		$	1,000,000
Issuance of common stock for conversion of debt and accrued interest	$	121,958		$	-
Common shares issued for deferred financing fees	$	13,042			-
Common shares issued for Preferred B replacement	$	-		$	923,200
Common stock issued in exchange for warrants	$	496,000		$	-
Options issued for acquisition	$	-		$	879,932
Accounts payable assumed from acquisition	$	-		$	4,869
Debt discount from derivative liability	$	259,000		$	-
Beneficial conversion feature	$	-		$	358,200
Reclassification of derivative liability from additional paid in capital due to tainted instruments	$	586,250		$	-
Derivative resolution - conversion	$	238,314		$	-

Carrying Value at January 31, 2017

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

January 31, 2017	Level 1		Level 2		Level 3		Total

Marketable securities- available for sale	$	102,300	$	-	$	-	$	102,300
Total assets		102,300		-		-		102,300

Derivative liabilities		-		-		2,088,684		2,088,684
Total liabilities	$	-	$	-	$	2,088,684	$	2,088,684

26F-11 Table of Contents

~~Table~~Carrying ofValue ~~Contents~~at January 31, 2016

GAWK INCORPORATED

January 31, 2016	Level 1		Level 2		Level 3		Total

Marketable securities- available for sale	$	78,300	$	-	$	-	$	78,300
Total assets		78,300		-		-		78,300

Derivative liabilities		-		-		620,237		620,237
Total liabilities	$	-	$	-	$	620,237	$	620,237

~~NOTES~~Recent TOAccounting ~~CONSOLIDATED FINANCIAL STATEMENTS~~Pronouncements

~~FOR~~In ~~THE~~September ~~YEARS~~2017, ~~ENDED~~the ~~JANUARY~~FASB 31has issued Accounting Standards Update (ASU) No. 2017-13, “Revenue Recognition (Topic 605), Revenue from Contracts with Customers (Topic 606), Leases (Topic 840), and Leases (Topic 842): Amendments to SEC Paragraphs Pursuant to the Staff Announcement at the July 20, 2017 EITF Meeting and Rescission of Prior SEC Staff Announcements and Observer Comments.” The amendments in ASU No. 2017-13 amends the early adoption date option for certain companies related to the adoption of ASU No. 2014-09 and ASU No. 2016-02. ~~AND~~Both ~~2015~~of the below entities may still adopt using the public company adoption guidance in the related ASUs, as amended. The effective date is the same as the effective date and transition requirements for the amendments for ASU 2014-09 and ASU 2016-02.

~~NOTE~~In 1May –2014, ~~DESCRIPTION~~the OFFASB ~~BUSINESS~~issued an accounting standards update which modifies the requirements for identifying, allocating, and recognizing revenue related to the achievement of performance conditions under contracts with customers. This update also requires additional disclosure related to the nature, amount, timing, and uncertainty of revenue that is recognized under contracts with customers. This guidance is effective for fiscal and interim periods beginning after December 15, 2017 and is required to be applied retrospectively to all revenue arrangements. The adoption of this guidance is not expected to have a significant impact on the Company’s consolidated financial statements.

~~Gawk~~In ~~Incorporated~~ January 2017, the FASB has issued Accounting Standards Update (~~“we”~~ASU) No. 2017-04, “~~our”,~~Intangibles - Goodwill and Other (Topic 350): Simplifying the ~~“Company~~Test for Goodwill Impairment.”) ~~was~~These ~~incorporated~~amendments ineliminate Step 2 from the ~~state~~goodwill ofimpairment ~~Nevada~~test. onThe ~~January~~annual, 6or interim, ~~2011~~goodwill ~~with~~impairment ~~principal~~test ~~business~~is ~~address~~performed atby ~~5300~~comparing ~~Melrose~~the ~~Avenue,~~fair ~~Suite~~value ~~42,~~of ~~Los~~a ~~Angeles,~~reporting CAunit with its carrying amount. ~~The~~ ~~Company~~An ~~offers~~impairment acharge ~~suite~~should ofbe ~~cloud~~recognized ~~communications,~~for ~~cloud~~the ~~connectivity,~~amount ~~cloud~~by ~~computing,~~which ~~and~~the ~~managed~~carrying ~~cloud-based~~amount ~~applications~~exceeds ~~solutions~~the toreporting ~~small,~~unit’s ~~medium~~fair value; however, ~~and~~the ~~large~~loss ~~businesses;~~recognized ~~and~~should ~~offers~~not ~~domestic~~exceed ~~and~~the ~~international~~total ~~voice~~amount ~~services~~of goodwill allocated to ~~communications~~that ~~carriers~~reporting ~~worldwide~~unit. ItIn ~~offers~~addition, aincome ~~suite~~tax ofeffects ~~advanced~~from ~~data~~any ~~center~~tax ~~and~~deductible ~~cloud-based~~goodwill ~~services,~~on ~~including~~the ~~fault~~carrying ~~tolerant,~~amount ~~high~~of ~~availability~~the ~~cloud~~reporting ~~servers,~~unit ~~which~~should ~~comprise~~be ~~platform~~considered aswhen ameasuring ~~service~~the goodwill impairment loss, ~~infrastructure~~if asapplicable. aThe ~~service,~~amendments ~~and~~also eliminate the requirements for any reporting unit with a ~~content~~zero ~~delivery~~or ~~network;~~negative ~~managed~~carrying ~~network~~amount ~~services~~to ~~that~~perform ~~converge~~a ~~voice~~qualitative assessment and, ~~data~~if ~~applications,~~it ~~structured~~fails ~~cabling,~~that ~~wireless~~qualitative test, ~~and~~to ~~security~~perform ~~services,~~Step as2 ~~well~~of asthe ~~include~~goodwill ~~Internet~~impairment ~~access~~test. ~~via~~An ~~Ethernet~~entity orstill ~~fiber~~has atthe ~~speeds~~option ~~ranging~~to ~~from~~perform 10the ~~Mbps~~qualitative toassessment 10for ~~Gbps;~~a ~~and~~reporting ~~data~~unit ~~center~~to ~~solutions,~~determine ~~including~~if ~~cloud~~the ~~services,~~quantitative ~~colocation~~impairment ~~services,~~test ~~and~~is necessary. Effective for public business ~~continuity~~entities ~~services,~~that ~~such~~are asa ~~storage~~SEC ~~and~~filers ~~security~~for annual or any interim goodwill impairment tests in fiscal years beginning after December 15, 2019. ~~Our~~Early ~~website~~adoption is ~~located~~permitted atfor ~~www~~interim or annual goodwill impairment tests performed on testing dates after January 1, 2017.~~gawkinc~~ ASU 2017-04 should be adopted on a prospective basis.~~com~~

~~NOTE~~In 2January –2017, ~~GOING~~the ~~CONCERN~~FASB issued ASU No. 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business. This new standard clarifies the definition of a business and provides a screen to determine when an integrated set of assets and activities is not a business. The screen requires that when substantially all of the fair value of the gross assets acquired (or disposed of) is concentrated in a single identifiable asset or a group of similar identifiable assets, the set is not a business. This new standard will be effective for the Company on January 1, 2018, however, early adoption is permitted with prospective application to any business development transaction.

~~The~~In ~~accompanying~~December ~~financial~~2016, ~~statements~~the ~~have~~FASB ~~been~~has ~~prepared~~issued inAccounting ~~conformity~~Standards ~~with~~Update ~~accounting~~(ASU) ~~principles~~No. ~~generally~~2016-20, ~~accepted~~“Technical inCorrections ~~the~~and ~~United~~Improvements ~~States~~to ofTopic ~~America~~606, ~~which~~Revenue ~~contemplate~~from ~~continuation~~Contracts with Customers.” The amendments affect narrow aspects of the ~~Company~~guidance asissued ain ~~going~~ASU ~~concern.~~2014-09 ~~However~~including Loan Guarantee Fees, ~~the~~Contract ~~Company~~Costs, ~~has~~Provisions anfor ~~accumulated~~Losses ~~deficit~~on atConstruction-Type ~~January~~and 31Production-Type Contracts, ~~2016~~ Disclosure of ~~$14,057,651,~~Remaining aPerformance ~~net~~Obligations, ~~loss~~Disclosure ~~for~~of ~~the~~Prior ~~year~~Period ~~ended~~Performance ~~January~~Obligations, 31Contract Modifications, ~~2016~~Contract ofAsset $6vs. Receivable,~~743~~ Refund Liability,~~113~~ Advertising Costs, ~~cash~~Fixed ~~flows~~Odds ~~used~~Wagering Contracts in ~~operating~~the ~~activities~~Casino ~~of $472~~Industry,~~072~~ and ~~needs~~Costs ~~additional~~Capitalized ~~cash~~for Advisors to ~~maintain~~Private ~~its~~Funds ~~operations~~and Public Funds. The effective date and transition requirements for the amendments are the same as the effective date and transition requirements for FASB Accounting Standards Codification Topic 606. Public entities should apply Topic 606 (and related amendments) for annual reporting periods beginning after December 15, 2017, including interim reporting periods therein.

~~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~~currently ~~upon~~evaluating ~~management’s ability to develop profitable operations, continued contributions from~~ the ~~Company’s~~method ~~executive~~of ~~officers~~adoption ~~to finance its operations~~ and the ~~ability to obtain additional funding sources to explore~~ potential ~~strategic~~impact ~~relationships~~that ~~and~~Topic to606 ~~provide~~may ~~capital~~have ~~and~~on ~~other~~our ~~resources~~financial ~~for~~position ~~the further development~~ and ~~marketing~~results of ~~the Company’s products and business~~operations.

~~NOTE~~Management 3has –considered ~~SUMMARY~~all OFrecent ~~SIGNIFICANT~~accounting ~~ACCOUNTING~~pronouncements ~~POLICIES~~issued. The Company’s management believes that these recent pronouncements will not have a material effect on the Company’s financial statements.

~~The~~F-12 ~~Company~~Table ~~prepares its financial statements in accordance with accounting principles generally accepted in the United States~~ of ~~America. Significant accounting policies are as follows:~~Contents

27NOTE 4 – MARKETABLE SECURITIES

~~Table~~On ofSeptember ~~Contents~~4, 2014 Cloud issued 30,000 post-split common shares through a consulting agreement with Gawk Incorporated valued at $105,000. The common stock issued to Gawk, for consulting services, has been accounted for as a marketable security valued at $105,000. The services have been earned and completed in accordance with the agreement.

~~Use~~The Company fair valued the marketable security available for sale at January 31, 2017 and 2016 and recorded an unrealized gain on change in fair value of ~~Estimates~~the asset of $24,000 and ~~Assumptions~~$49,350, respectively. Total fair value of the available for sale security at January 31, 2017 and 2016 is $102,300 and $78,300, respectively.

~~The~~NOTE ~~preparation~~5 of– financial statements in conformity with accounting principles generally accepted in the United States (“GAAP”) requires management to make estimates and assumptions that affect (i) the reported amounts of assets and liabilities, (ii) the disclosure of contingent assets and liabilities known to exist as of the date the financial statements are published, and (iii) the reported amount of net revenues and expenses recognized during the periods presented. Adjustments made with respect to the use of estimates often relate to improved information not previously available. Uncertainties with respect to such estimates and assumptions are inherent in the preparation of financial statements; accordingly, actual results could differ from these estimates. The Company’s most significant estimates relate to the valuation of its intangible assets, goodwill impairment, derivative liabilities, and the valuation of its common stock.ACQUISITIONS

~~Principles~~XTELUS ofLLC ~~Consolidation~~and XETLUS S.A.

~~The~~On ~~consolidated~~June ~~financial~~27, ~~statements~~2016, ~~include~~the Company entered into an acquisition agreement with NEOGEN Holdings LLC, whereby the ~~accounts~~Company acquired 100% of the ~~Company~~membership interest of XTELUS LLC and ~~its~~XETLUS ~~subsidiaries~~S.A. ~~All~~(“XTELUS”). ~~intercompany~~The ~~accounts~~acquisition ~~and~~of ~~transactions~~XTELUS ~~have~~met ~~been~~the ~~eliminated.~~definition Weof ~~currently~~a ~~have~~business noin ~~investments~~accordance ~~accounted~~with ~~for~~FASB ~~using~~ASC Topic 805, "Business Combinations". As such, the ~~equity~~Company oraccounted ~~cost~~for ~~methods~~the ofacquisition ~~accounting~~as a business combination.

~~Reclassifictions~~Management determined that the Company was the acquirer in the business combination in accordance with FASB ASC Topic 805, "Business Combinations," based on the following factors: (i) there was a change in control of XTELUS; (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.

~~Certain~~The ~~prior~~purchase ~~year~~price ~~amounts~~paid ~~have~~for ~~been~~the ~~reclassified~~acquisition of XTELUS amounted to ~~conform~~$100,000 ~~with~~and consisted of 1 Series D Preferred Stock, which is convertible into $100,000 of common shares at any time following 12 months from the ~~current~~issuance ~~year~~of ~~presentation~~such shares. 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:

Cash and Cash Equivalents

Fair Value of Consideration:	June 26, 2016
1 share of Series D Preferred Shares	$	100,000
Total Purchase Price	$	100,000

Assets and Liabilities:	June 26, 2016
Current assets	$	51,374
Current liabilities		(29,260	)
Goodwill		77,886
Fair value of total assets	$	100,000

~~The~~Revenues ~~Company~~of ~~considers~~$922,912 ~~all~~and ~~highly~~net ~~liquid~~loss ~~investments with an original maturity~~ of ~~three~~$58,297 ~~months~~since orthe ~~less~~acquisition todate beare ~~cash~~included ~~equivalents. At~~in ~~January~~the ~~31,~~consolidated ~~2016~~statements ~~and~~of ~~2015,~~operations ~~cash~~ and ~~cash~~comprehensive ~~equivalents~~income ~~include~~(loss) ~~cash~~for onthe ~~hand~~year ~~and~~ended ~~cash~~January in31, ~~the bank~~2017.

F-13 ~~Goodwill~~Table ~~and~~of ~~Other Intangible Assets~~Contents

WeNet ~~account~~D ~~for~~Consulting ~~goodwill and intangible assets in accordance with ASC 350 "Intangibles-Goodwill and Other" ("ASC 350")~~Inc. ASC 350 requires that goodwill and other intangibles with indefinite lives be tested for impairment annually or on an interim basis if events or circumstances indicate that the fair value of an asset has decreased below its carrying value. In addition, ASC 350 requires that goodwill be tested for impairment at the reporting unit level (operating segment or one level below an operating segment) on an annual basis and between annual tests when circumstances indicate that the recoverability of the carrying amount of goodwill may be in doubt. Application of the goodwill impairment test requires judgment, including the identification of reporting units; assigning assets and liabilities to reporting units, assigning goodwill to reporting units, and determining the fair value. Significant judgments required to estimate the fair value of reporting units include estimating future cash flows, determining appropriate discount rates and other assumptions. Changes in these estimates and assumptions or the occurrence of one or more confirming events in future periods could cause the actual results or outcomes to materially differ from such estimates and could also affect the determination of fair value and/or goodwill impairment at future reporting dates.

WeOn ~~completed~~April an24, ~~evaluation~~2015, ofthe ~~goodwill~~Company atentered ~~January~~into ~~31,~~an ~~2016~~asset purchase and ~~recognized~~sale anagreement ~~impairment~~with Net ~~loss~~D ofConsulting ~~$1,200,003~~Inc. ~~during~~("Net ~~the~~D") ~~year~~which closed ~~ended~~on ~~Janaury31~~May 1, ~~2016~~2015. No ~~impairment~~Net ~~loss~~D ~~was~~is ~~recognized~~controlled ~~for~~by ~~the~~Chris ~~year~~Hall, ~~ended~~who ~~January~~is 31an officer, ~~2015~~director, and a controlling shareholder of the Company.

The ~~cost~~fair value of ~~intangible~~the ~~assets~~consideration ~~with~~and ~~determinable~~the ~~useful~~assets ~~lives~~acquired is ~~amortized~~based toon ~~reflect~~ the ~~pattern~~aggregate value of ~~economic benefits consumed, either on a straight-line or accelerated basis over~~ the ~~estimated~~note ~~periods benefited. Patents~~payable, ~~technology~~preferred ~~and~~stock ~~other intangibles with contractual terms are generally amortized over their respective legal or contractual lives. Customer relationships, brands~~ and ~~other~~common ~~non-contractual~~stock ~~intangible~~issued ~~assets with determinable lives are amortized over periods 3 years. When certain events or changes~~ in ~~operating~~exchange ~~conditions~~for ~~occur,~~the ansoftware ~~impairment~~as ~~assessment~~shown ~~is performed and lives of intangible assets with determinable lives may be adjusted.~~below:

28The acquisition consisted of the purchase of a customer list which met the definition of a business in accordance with FASB ASC Topic 805, "Business Combinations". As such, the Company accounted for the acquisition as a business combination.

~~Table~~Management determined that the Company was the acquirer in the business combination in accordance with ASC Topic 805, "Business Combinations", based on the following factors: it involved a transaction or other event in which an acquirer obtains control of ~~Contents~~one or more businesses, which an integrated set of activities and assets that is capable of being conducted and managed for the purpose of providing a return in the form of dividends, lower costs, or other economic benefits directly to investors or other owners, members, or participants.

~~Long-Lived~~The ~~Assets~~purchase price paid for the assets acquired, as amended on December 21, 2015, amounted to $3,982,125 and consisted of the following: $150,000 in cash, a $350,000 note payable to a related party with 0% annual interest, 5,000,000 common shares valued at $66,500, 500 Series A Preferred shares valued at $0, 25,000,000 Series B Preferred shares valued at $415,625, and 3 Series C Preferred shares convertible into $3,000,000 common shares. The Company paid net cash of $134,531 for acquisition of Net D’s asset. 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:

Long-lived assets are evaluated for impairment whenever events or changes in business circumstances indicate that the carrying amount of the assets may not be fully recoverable or that the useful lives of these assets are no longer appropriate. Each impairment test is based on a comparison of the undiscounted future cash flows to the recorded value of the asset. If impairment is indicated, the asset is written down to its estimated fair value. Property and Equipment

Fair Value of Consideration:
Cash	$	150,000
Note payable to related party		350,000
5,000,000 common shares		66,500
500 Series A Preferred shares		-
25,000,000 Series B Preferred shares convertible into common shares		415,625
3 Series C Preferred shares convertible into common shares		3,000,000
Total Purchase Price	$	3,982,125

Recognized amounts of identifiable assets acquired:
Assets:
Customer list	$	433,376
Goodwill		3,548,749
Fair value of total assets	$	3,982,125

~~Property and equipment~~Connexum, ~~consisting mostly of computer equipment, is recorded at cost reduced by accumulated depreciation~~LLC. Depreciation expense is recognized over the assets’ estimated useful lives of three years using the straight-line method. Major additions and improvements are capitalized as additions to the property and equipment accounts, while replacements, maintenance and repairs that do not improve or extend the life of the respective assets, are expensed as incurred. Estimated useful lives are periodically reviewed and, when appropriate, changes are made prospectively. When certain events or changes in operating conditions occur, asset lives may be adjusted and an impairment assessment may be performed on the recoverability of the carrying amounts.

~~Accounts~~On ~~Receivable~~January ~~and~~18, ~~Allowance~~2016, the Company entered into an acquisition agreement with Net D, whereby the Company acquired 100% of the membership interest of Connexum, LLC (“Connexum”) from Net D, a related party. The acquisition of Connexum met the definition of a business in accordance with FASB ASC Topic 805, "Business Combinations". As such, the Company accounted for ~~Uncollectible~~the ~~Accounts~~acquisition as a business combination. Net D and Connexum are controlled by Chris Hall, who is an officer, director, and a controlling shareholder of the Company.

~~Substantially~~F-14 ~~all~~Table of the Company’s accounts receivable balance is related to trade receivables. Trade accounts receivable are recorded at the invoiced amount and do not bear interest. The allowance for doubtful accounts is the Company’s best estimate of the amount of probable credit losses in its existing accounts receivable. The Company maintains allowances for doubtful accounts for estimated losses resulting from the inability of its customers to make required payments for services. Accounts with known financial issues are first reviewed and specific estimates are recorded. The remaining accounts receivable balances are then grouped in categories by the number of days the balance is past due, and the estimated loss is calculated as a percentage of the total category based upon past history. Account balances are charged against the allowance when it is probable that the receivable will not be recovered. As of January 31, 2016 and 2015, the Company had no valuation allowance for the Company’s accounts receivable. During the years ended January 31, 2016 and 2015, the Company recorded bad debt expense for uncollectible amounts of $11,782 and $0, respectively.Contents

~~Marketable~~Management ~~securities~~determined that the Company was the acquirer in the business combination in accordance with FASB ASC Topic 805, "Business Combinations", based on the following factors: (i) there was a change in control of Connexum; (ii) the Company was the entity in the transaction that issued its equity instruments, and ~~other~~in ~~investments~~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.

WeOn ~~adopted~~January ~~ASC~~18, ~~825~~2016, ~~“The~~the ~~Fair~~purchase ~~Value~~price ~~Option~~paid for ~~Financial~~the ~~Assets~~acquisition of Connexum amounted to $2,054,375 and ~~Financial~~consisted ~~Liabilities.~~of ~~Under~~the ~~this~~following: a ~~statement~~$1,000,000 annote ~~entity~~with ~~may~~annual ~~elect~~interest toof ~~use~~18% ~~fair~~which ~~value~~matures toon ~~measure~~August ~~eligible~~1, ~~items~~2017 and 5,000,000 Series B Preferred shares valued at $54,375. The note provides for monthly principal and interest payments of $63,806. The ~~adoption~~agreement also provides for contingent consideration of ~~this~~1 ~~statement~~Series ~~did~~C ~~not~~Preferred ~~have~~share anconvertible ~~impact~~into on$1,000,000 ~~our~~common ~~results~~shares if Connexum achieves 80% of ~~operations~~anticipated orrevenue ~~financial~~and ~~condition~~another 1 Series C Preferred share convertible into $1,000,000 common shares if Connexum achieves 100% of anticipated revenue within one year from the date of acquisition.

WeOn ~~classify~~January ~~these~~16, ~~investments~~2017, asthe ~~current~~Company ~~assets~~entered ~~and~~into ~~carry~~amendment ~~them~~to atacquisition ~~fair~~agreement, ~~value.~~to Weamend ~~recognize all unrealized and realized gains and losses on our available-~~for~~-sale~~ ~~securities~~issuing inSeries ~~other~~D ~~income~~Preferred inShares ~~the~~instead ~~accompanying~~of ~~consolidated~~issuing ~~statements~~Series ofC ~~operations~~Preferred ~~and~~shares, ~~comprehensive~~as ~~income~~follows; ~~(loss).~~

~~Revenue~~10 ~~Recognition~~Series D Preferred Shares of Gawk Incorporated, if Connexum achieves 80% of anticipated revenue and another 10 Series D Preferred Shares of Gawk Incorporated, if Connexum achieves 100% of anticipated revenue, for a total of 20 shares of Series D Preferred Shares of Gawk Incorporated. The Series D Preferred Shares will convert at the rate of $100,000 for each Series D Preferred Shares held.

~~The~~On ~~Company~~January ~~pursues~~18, ~~opportunities~~2017, toConnexum ~~realize~~achieved ~~revenues~~100% ~~from~~of ~~consulting~~anticipated ~~services.~~revenue Itwithin isone ~~the~~year ~~company’s~~from ~~policy~~the ~~that~~date ~~revenues~~of ~~and~~acquisition. ~~gains~~As ~~will~~a ~~be recognized in accordance with ASC Topic 605-10-25~~result, ~~“Revenue~~Gawk ~~Recognition.”~~issued ~~Under~~20 ~~ASC~~Series ~~Topic~~D ~~605-10-25,~~Preferred ~~revenue~~Shares ~~earning~~and ~~activities are~~ recognized ~~when~~additional ~~all~~goodwill of ~~the~~$1,000,000. ~~following~~Total ~~criteria~~goodwill ~~are~~generated ~~met:~~from ~~(i)~~acquisition ~~persuasive evidence~~ of anConnexum ~~arrangement~~was ~~exists~~$1, ~~(ii) the services have been rendered to the customer~~416,851 ~~(iii)~~as ~~the~~of ~~sales~~January ~~price is fixed or determinable~~31, ~~and (iv) collectability is reasonably assured.~~2017

~~Our~~The ~~Business~~following ~~Services~~table ~~revenue~~summarizes includes monthly recurring charges (“MRC”) to customers, for whom charges are contracted over a specified period of time, and variable usage fees charged to customers that purchase our business products and services. Revenue recognition commences after the ~~provisioning,~~fair ~~testing~~value ~~and acceptance~~ of the ~~service~~consideration bypaid ~~the customer. MRCs continue until the expiration of the contract, or until cancellation of the service~~ by the ~~customer.~~Company Toand the ~~extent~~fair ~~that~~value ~~payments~~amounts ~~received~~assigned ~~from a customer are related~~ to ~~a future period,~~ the ~~payment~~assets isacquired ~~recorded~~on ~~as deferred revenue until~~ the ~~service~~acquisition ~~is provided or the usage occurs.~~date:

Fair Value of Consideration:	January 18, 2016
Note payable to related party	$	1,000,000
5,000,000 Series B Preferred shares		54,375
Contingent consideration – 20 Series D Preferred shares		2,000,000
Total Purchase Price	$	3,054,375

Fair Value of Consideration:	January 18, 2016
Current assets	$	86,132
Current liabilities assumed		(172,763	)
Customer list		1,724,155
Goodwill		1,416,851
Fair value of total assets	$	3,054,375

F-15 Table of Contents

~~Our~~Unaudited ~~Carrier~~combined ~~Services~~proforma ~~revenue~~results ~~is primarily derived from usage fees charged to other carriers that terminate voice traffic over our network. Variable revenue is earned based on the length~~ of aoperations ~~call,~~for ~~as measured by~~ the ~~number~~year ofended ~~minutes~~January ~~of duration. It is recognized upon completion of the call~~31, ~~and~~2017 is adjusted to reflect the allowance for billing adjustments. Revenue for each customer is calculated from information received through our network switches. Our customized software tracks the information from the switches and ~~analyzes~~2016 ~~the~~as ~~call~~though ~~detail records against stored detailed information about revenue rates. This software provides us with~~ the ~~ability~~Company toacquired ~~complete~~Connexum, aNet ~~timely~~D, and ~~accurate~~XTELUS on ~~analysis~~February of1, ~~revenue~~2015, ~~earned in a period. We believe that the nature of this process is such that recorded revenues~~ are ~~unlikely~~set toforth ~~be revised in future periods.~~below:

Income Taxes

	January 31,
	2017			2016
Revenues	$	6,054,109		$	5,688,741
Cost of revenues		4,711,771			4,085,383
Gross profit		1,342,338			1,603,358

Operating expenses		8,992,236			4,082,657
Operating loss		(7,649,898	)		(2,479,299	)

Other expense		(4,744,045	)		(3,143,033	)

Gain (loss) from discontinued operations		16,118			(1,239,427	)
Net Loss	$	(12,377,825	)	$	(6,861,759	)

~~The Company utilizes the asset and liability method in accounting for income taxes. Under this method~~WebRunner, deferred tax assets and liabilities are recognized for operating loss and tax credit carry-forwards and for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the year in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the results of operations in the period that includes the enactment date. A valuation allowance is recorded to reduce the carrying amounts of deferred tax assets unless it is more likely than not that the value of such assets will be realized.LLC

~~The~~On ~~Company~~October ~~uses~~30, the two-step approach to recognizing and measuring uncertain tax positions. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates it is more likely than not2014, ~~that~~ the ~~position will be sustained on audit~~Company, ~~including~~through ~~resolution~~a ofcomprehensive ~~related~~agreement ~~appeals~~with ~~or litigation processes~~Webrunner, ifLLC ~~any. The second step is to measure the tax benefit as the largest amount~~(“Webrunner”), ~~which~~has ispurchased ~~more~~a ~~than~~complete ~~50%~~data ~~likely of being realized upon ultimate settlement~~center. The Company ~~considers~~sold ~~many~~WebRunner ~~factors~~on ~~when~~October ~~evaluating and estimating the Company's tax positions and tax benefits, which may require periodic adjustments. At January~~ 31, 2016 ~~and~~(see ~~2015,~~Note ~~the Company did not record any liabilities for uncertain tax positions~~6).

~~Research~~The ~~and~~fair ~~Development~~value of the consideration and ~~Software~~the ~~Development~~assets ~~Costs~~acquired is based on the aggregate value of the common stock issued in exchange for the software as shown below:

~~Capitalization~~The ofacquisition ~~certain~~consisted ~~software~~primarily ~~development~~of ~~costs are recorded after~~ the ~~determination~~purchase of ~~technological~~a ~~feasibility.~~data ~~Based~~center onand ~~our~~all ~~product~~of ~~development~~its ~~process~~business, ~~technological~~which ~~feasibility~~are isconsidered ~~determined~~to ~~upon~~meet the ~~completion~~definition of a ~~working~~business ~~model.~~in Toaccordance ~~date,~~with ~~costs~~FASB ~~incurred~~ASC byTopic us805, ~~from~~"Business ~~the completion of the working model to the point at which the product is ready for general release have been insignificant~~Combinations". ~~Accordingly,~~As ~~we have charged all~~ such, ~~costs to research and development expense in~~ the ~~period~~Company ~~incurred.~~accounted ~~Our research and development costs~~ for the ~~years~~acquisition ~~ended~~as ~~January~~a ~~31,~~business ~~2016 and 2015 were $2,500 and $605,142, respectively~~combination.

~~Share~~Management determined that the Company was the acquirer in the business combination in accordance with ASC 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-~~Based~~transaction ~~Compensation~~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 ~~Company~~purchase ~~measures~~price ~~the~~paid ~~cost~~for ofthe ~~services~~acquisition ~~received~~was in$2,104,932 ~~exchange~~which ~~for~~included an$225,000 ~~award~~in ofcash, an1 ~~equity~~Series ~~instrument~~C ~~based~~Preferred onshare ~~the~~convertible ~~grant-date~~into ~~fair~~$1,000,000 ~~value~~ of ~~the~~common ~~award.~~stock ~~Employee~~and ~~awards~~9,100,000 ~~are~~options ~~accounted~~to ~~for~~purchase ~~under~~stock ~~ASC~~at ~~718~~an -exercise ~~where~~price ~~the~~of ~~awards~~$0.10 ~~are~~ valued at ~~grant~~$879,932 ~~date.~~using ~~Awards~~the ~~given~~Black toScholes ~~nonemployees~~option ~~are~~pricing ~~accounted~~model. ~~for~~The ~~under~~assumptions ~~ASC~~used ~~505~~to ~~where~~value the ~~awards~~options ~~are~~were ~~valued~~as atfollows: ~~earlier~~a) stock price of ~~commitment~~$0.0978; ~~date~~b) orstrike ~~completion~~price of ~~services~~$0.10, ~~Compensation~~c) ~~cost~~term ~~for~~of ~~employee~~5 ~~awards~~years isand ~~recognized~~d) ~~over~~volatility ~~the~~of ~~vesting~~268%. orThe ~~requisite~~following ~~service~~table ~~period.~~summarizes ~~The~~the ~~Black-Scholes~~fair ~~option-pricing~~value ~~model~~of isthe ~~used~~consideration topaid ~~estimate~~by the Company and the fair value ofamounts ~~options~~assigned orto ~~warrants~~the ~~granted.~~ assets acquired on the acquisition date:

	October 30, 2014
Fair Value of Consideration:
Cash	$	225,000
1 Series C Preferred share convertible into common shares		1,000,000
9,100,000 options at an exercise price of $0.10		879,932
Total Purchase Price	$	2,104,932

Recognized amounts of identifiable assets acquired:
Assets:
Cash	$	190,931
IP Address		81,920
Customer list		359,067
Equipment		176,975
Goodwill		1,310,908
Fair value of total assets		2,119,801
Note payable RND Media		(10,000	)
Accounts payable and accrued liabilities		(4,869	)
Fair value of net assets	$	2,104,932

F-16 Table of Contents

~~Basic~~Webrunner, ~~and~~Inc. ~~Diluted~~assets ~~Net~~includes ~~Loss~~IP ~~per~~Address ~~Common~~space ~~Share~~assigned to it through American Registry for Internet Numbers (ARIN) which consists of a /19, pronounced “Slash Nineteen”, which contains 8192 IP Addresses that are used in conjunction with our services provided to our customers.

~~Basic~~An ~~income~~Internet ~~(loss)~~Protocol ~~per~~address ~~share is computed by dividing net income~~ (~~loss~~IP address) ~~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~~a bynumerical ~~taking~~label ~~the~~assigned ~~number~~to ofeach ~~shares~~device ~~outstanding and weighting them by the amount of time that they were outstanding~~(e. ~~Diluted earnings per share reflects the potential dilution that could occur if stock options~~g., ~~warrants~~computer, ~~and~~printer) ~~other~~participating ~~commitments to issue common stock were exercised or equity awards vest resulting~~ in ~~the~~a ~~issuance~~computer ofnetwork ~~common stock~~ that ~~could~~uses ~~share in~~ the ~~earnings~~Internet ofProtocol ~~the~~for ~~Company~~communication. ~~There~~An ~~were~~IP ~~36,100,000~~address ~~and~~serves ~~9,100,000~~two ~~options/warrants,~~principal afunctions: ~~convertible~~host ~~note~~or ~~for~~network ~~$2,149,666~~interface ~~and~~identification ~~$1,800,000 secured by 84,133,879~~ and ~~18,000,000~~location ~~shares of common stock issued by the Company during the years ended January 31, 2016 and 2015, respectively~~addressing.

~~Diluted~~The ~~loss~~designers ~~per~~of ~~share~~the isInternet ~~the~~Protocol ~~same~~defined an IP address as ~~basic~~a ~~loss~~32-bit ~~per~~number ~~share~~and ~~during~~this ~~periods~~system, ~~where~~known ~~net~~as ~~losses~~Internet ~~are~~Protocol ~~incurred~~Version ~~since~~4 (IPv4), is still in use today. However, because of the ~~inclusion~~growth of the ~~potential~~Internet ~~common~~and ~~stock~~the ~~equivalents~~predicted ~~would~~depletion beof ~~anti-dilutive~~available asaddresses, a ~~result~~new version of IP (IPv6), using 128 bits for the ~~net~~address, ~~loss~~was developed in 1995. IPv6 was standardized as RFC 2460 in 1998, and its deployment has been ongoing since the mid-2000s.

~~Concentration~~IP ofaddresses ~~Credit~~are ~~Risk~~usually written and displayed in human-readable notations, such as 172.16.254.1 (IPv4), and 2001:db8:0:1234:0:567:8:1 (IPv6).

~~All of the Company’s cash and cash equivalents are maintained in regional and national financial institutions.~~ The ~~Company~~Internet ~~has~~Assigned ~~exposure~~Numbers toAuthority ~~credit~~(IANA) ~~risk~~manages to the ~~extent~~IP ~~that~~address ~~its~~space ~~cash~~allocations globally and ~~cash~~delegates ~~equivalents~~five ~~exceed~~regional ~~amounts~~Internet ~~covered~~registries by(RIRs) ~~the~~to ~~U.S.~~allocate ~~federal~~IP ~~deposit~~address ~~insurance;~~blocks ~~however,~~to ~~the~~local ~~Company~~Internet ~~has~~registries ~~not~~(Internet ~~experienced~~service ~~any~~providers) ~~losses in such accounts. In management’s opinion, the capitalization~~ and ~~operating~~other ~~history of the financial institutions are such that the likelihood of material loss is remote~~entities.

~~Derivative~~The ~~Financial~~expected ~~Instruments~~of the Equipment, IP Addresses and Customer List is 3 years of which we will be applying both amortization and depreciation on a quarterly basis in a straight line format.

The ~~fair~~comprehensive ~~value~~agreement ofcall anfor ~~embedded~~the ~~conversion~~implementation ~~option that is convertible into a variable amount~~ of ~~shares~~three ~~and~~employment ~~warrants~~agreement ~~that include price protection reset provision features are deemed to be “down-round protection”~~ and, ~~therefore,~~three domanagement ~~not~~agreements ~~meet~~for the ~~scope~~members ~~exception~~of ~~for~~Webrunner ~~treatment~~LLC. asThe aCompany ~~derivative~~has ~~under ASC 815 “Derivatives and Hedging”, since “down-round protection” is~~ not adopted an ~~input~~employee ~~into~~stock ~~the calculation of the fair value of the conversion~~ option ~~and~~plan ~~warrants and cannot be considered “indexed to the Company’s own stock”~~ which ishas abeen ~~requirement~~approved ~~for~~by the ~~scope exception as outlined under ASC 815~~shareholders.

~~The~~NOTE ~~accounting~~6 ~~treatment~~– ofDISCONTINUED derivative financial instruments requires that the Company record the embedded conversion option and warrants at their fair values as of the inception date of the agreement and at fair value as of each subsequent balance sheet date. Any change in fair value is recorded as non-operating, non-cash income or expense for each reporting period at each balance sheet date. The Company reassesses the classification of its derivative instruments at each balance sheet date. If the classification changes as a result of events during the period, the contract is reclassified as of the date of the event that caused the reclassification.OPERATIONS

~~The~~On ~~Black-Scholes~~October ~~option~~31, ~~valuation~~2016, ~~model~~the ~~was~~Company ~~used~~entered tointo ~~estimate~~ the ~~fair~~asset ~~value~~purchase ofand sale agreement (the ~~embedded~~“Agreement”) ~~conversion~~with ~~options~~Giggle ~~and~~Fiber, ~~warrants~~LLC. ~~The~~Pursuant ~~model~~to ~~includes~~the ~~subjective~~terms ~~input~~of ~~assumptions~~the ~~that~~Agreement, ~~can~~the ~~materially~~Company ~~affect~~sold the ~~fair~~equipment, ~~value~~customer ~~estimates.~~list ~~The~~of ~~expected~~Webrunner ~~volatility~~and isbank ~~estimated~~accounts ~~based~~related onto ~~the~~Webrunner ~~most~~for ~~recent~~$413,861, ~~historical~~payable ~~period~~in ofinstallments. ~~time,~~The Company recorded gain on sales of ~~our~~assets ~~common~~of ~~stock~~$111,467 ~~equal~~as todiscontinued operations during the ~~weighted~~year ~~average~~ended ~~life~~January of31, ~~the~~2017. ~~options~~The total consideration received was $401,052.

~~Conversion~~The ~~options~~following ~~are~~table ~~recorded~~shows asthe ~~debt~~results ~~discount~~of ~~and~~operations ~~are~~of ~~amortized~~Webrunner asfor ~~interest~~fiscal ~~expense~~years ~~over~~2017 ~~the~~and ~~life~~2016 ofwhich are included in the ~~underlying~~gain ~~debt~~(loss) ~~instrument.~~from discontinued operations:

Fair Value of Financial Instruments

	Years Ended
	July 31,
	2017			2016
Revenue	$	225,575		$	318,484

Operating expenses
General and administration		(186,913	)		(179,228	)
Impairment loss		-			(1,200,003	)
Depreciation and amortization		(134,011	)		(178,680	)
Loss from discontinued operations	$	(95,349	)	$	(1,239,427	)

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 shortF-~~term~~17 ~~maturities~~Table ~~and approximate market interest rates~~ of ~~these instruments.~~ Contents

31NOTE 7 – EQUIPMENT

~~Table~~Equipment at January 31, 2017 and 2016 consist of ~~Contents~~the following:

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.

	January 31, 2017		January 31, 2016
Acquisition of Webrunner - Equipment		-		176,975
Total tangible assets		-		176,975
Accumulated depreciation of tangible assets		-		(73,740	)
Total tangible assets	$	-	$	103,235

~~The~~Depreciation ~~three-level~~expense ~~hierarchy~~ for ~~fair~~the ~~value~~years ~~measurements~~ended isJanuary ~~defined~~31, as2017 ~~follows:~~and 2016 amounted to $44,244 and $58,992, respectively. All depreciation expenses are included in loss from discontinued operations.

●On ~~Level~~October 131, –2016, ~~inputs to~~ the ~~valuation~~Company ~~methodology~~entered ~~are~~into ~~quoted~~the ~~prices~~asset ~~(unadjusted)~~purchase ~~for~~and ~~identical~~sale ~~assets~~agreement or(the ~~liabilities~~“Agreement”) inwith ~~active~~Giggle ~~markets;~~Fiber, ~~liabilities~~LLC. inPursuant ~~active markets; ● Level 2 – inputs~~ to the ~~valuation~~terms ~~methodology~~of ~~include~~the ~~quoted~~Agreement, ~~prices~~the ~~for~~Company ~~similar~~sold ~~assets~~the ~~and~~equipment, ~~liabilities~~customer inlist ~~active~~of ~~markets,~~Webrunner and ~~inputs~~bank ~~that~~accounts ~~are~~related ~~observable~~to ~~for~~ the ~~asset~~Webrunner orfor ~~liability other than quoted prices~~$413, ~~either directly or indirectly~~861, ~~including~~payable ~~inputs~~ in ~~markets~~instalments. ~~that~~The ~~are~~total ~~not~~consideration ~~considered~~received towas be$401,052. ~~active;~~The orCompany ~~directly~~recorded orgain ~~indirectly~~on ~~including~~sales ~~inputs~~of inasset ~~markets~~of ~~that~~$111,467 ~~are~~as ~~not~~discontinued ~~considered~~operations toduring ~~be active; ● Level 3 – inputs to~~ the ~~valuation~~year ~~methodology~~ended ~~are~~January ~~unobservable~~31, ~~and~~2017 ~~significant~~(See toNote ~~the fair value measurement~~16).

The following table summarizes ~~fair~~the ~~value~~carrying ~~measurements~~amounts byof ~~level~~the atsold ~~January 31, 2016 and January 31, 2015 for~~ assets ~~measured at fair value on a recurring basis:~~;

Carrying Value at January 31, 2016

	October 31,
Assets	2016
Bank accounts related to Webrunner	$	12,809
Equipment, net of depreciation of $117,984		58,991
Intangible assets, net of amortization $239,378		119,689
Goodwill		110,905
Total assets	$	302,394

January 31, 2016	Level 1		Level 2		Level 3		Total
Marketable securities- available for sale	$	78,300	$	-	$	-	$	78,300
Total assets		78,300		-		-		78,300
Derivative liabilities		-		-		620,237		620,237
Total liabilities	$	-	$	-	$	620,237	$	620,237

NOTE 8 – INTANGIBLES AND GOODWILL

~~Carrying~~Intangible ~~Value~~assets at January 31, ~~2015~~2017 and 2016 consist of the following:

January 31, 2015	Level 1			Level 2			Level 3		Total
	January 31, 2017			January 31, 2016
Marketable securities- available for sale	$	28,950		$	-		$	-	$	28,950
Customer list - Webrunner	$	-		$	359,067
Total assets		28,950			-			-		28,950
IP Address - Webrunner		81,920			81,920
Derivative liabilities		-			-			-		-
Customer list - Net D		-			433,376
Total liabilities	$	-		$	-		$	-	$	-
Customer list - Connexum		1,724,155			1,724,155
Total intangible assets		1,806,075			2,598,518
Accumulated amortization of intangible assets		(656,244	)		(312,173	)
Total intangible assets	$	1,149,831		$	2,286,345

~~Accounting~~The ~~Pronouncements~~intangible ~~Adopted~~assets are amortized over an estimated useful life of 3 years. Amortization expense from continuing operations amounted to $746,487 and $155,736 for the years ended January 31, 2017 and 2016, respectively. Amortization expense from discontinued operations amounted to $89,766 and $119,688 for the years ended January 31, 2017 and 2016, respectively.

~~During the fourth quarter of January 31, 2016, the Company adopted Accounting Standards Update (“ASU”) 2015~~F-~~03,~~18 ~~"Interest~~Table ~~- Imputation~~ of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs," which requires debt issuance costs to be presented in the balance sheet as a direct deduction from the carrying value of the associated debt liability. This standard requires retrospective application. There were no debt issuance costs in the prior year that required reclassification.Contents

32Goodwill at January 31, 2017 and 2016 consist of the following:

Table of Contents

	January 31, 2017		January 31, 2016
Goodwill of Webrunner	$	-	$	110,905
Goodwill of Net D		-		3,548,749
Goodwill of Connexum		1,416,851		416,851
	$	1,416,851	$	4,076,505

InDuring ~~November 2015,~~ the ~~Financial~~year ~~Accounting~~ended ~~Standards~~January ~~Board~~31, ~~(“FASB”)~~2017, ~~issued~~we ~~ASU~~determined ~~2015-17,~~that ~~“Balance~~the ~~Sheet~~carrying ~~Classification~~value of ~~Deferred~~Net ~~Taxes.”~~D ~~Currently~~and ~~deferred~~XTELUS, ~~taxes~~which ~~for each tax jurisdiction~~ are ~~presented~~separate asreporting aunits, ~~net~~exceeded ~~current~~its ~~asset~~fair orvalue ~~liability~~at ~~and~~the ~~net~~measurement ~~noncurrent~~date, ~~asset~~requiring orstep ~~liability~~two onin the ~~balance~~impairment ~~sheet~~test process. ToThe ~~simplify~~fair ~~the~~value ~~presentation,~~of the ~~new~~Net ~~guidance~~D ~~requires that deferred tax liabilities~~ and ~~assets~~XTELUS ~~for~~reporting ~~all~~unit ~~jurisdictions~~were ~~along~~determined ~~with~~primarily ~~any~~using ~~related~~an ~~valuation~~income ~~allowances~~approach bebased ~~classified~~on asthe ~~noncurrent~~present invalue ~~a classified statement~~ of ~~financial~~discounted ~~position~~cash flows. ~~This~~We ~~guidance~~determined isthe ~~effective~~implied ~~for~~fair ~~interim~~value ~~and~~of ~~annual~~intangible ~~reporting~~asset ~~periods beginning after December 15, 2016,~~ and ~~early~~goodwill ~~adoption~~were issubstantially ~~permitted.~~below ~~The Company has adopted this guidance in~~ the ~~fourth~~carrying ~~quarter~~value of the ~~year~~reporting ~~ended~~unit. ~~January 31~~Accordingly, ~~2016~~we onrecognized aimpairment ~~retrospective~~loss ~~basis. The adoption~~ of ~~this~~$180,572 ~~guidance~~in ~~did~~intangible ~~not~~asset ~~have~~and a$3,548,749 ~~material~~in ~~impact~~goodwill onfor ~~the~~Net ~~Company’s~~D ~~financial~~and ~~position~~$77,886 ~~results~~in ofgoodwill ~~operations~~for ~~or cash flows~~XTELUS, ~~and~~which ~~did~~resulted ~~not~~in ~~have~~no ~~any~~intangible ~~effect~~asset onand ~~prior~~goodwill ~~periods~~remaining ~~due~~for toNet ~~the~~D ~~full~~and ~~valuation~~XTELUS ~~allowance~~as ~~against~~of ~~the~~January ~~Company’s~~31, ~~net deferred tax assets~~2017.

~~Recent~~During ~~Accounting~~the ~~Pronouncements~~year ended January 31, 2016, we determined that the carrying value of Webrunner, which is a separate reporting unit, exceeded its fair value at the measurement date, requiring step two in the impairment test process. The fair value of the Webrunner reporting unit was determined primarily using an income approach based on the present value of discounted cash flows. We determined the implied fair value of goodwill was substantially below the carrying value of the reporting unit's goodwill. Accordingly, we recognized a goodwill impairment loss of $1,200,003, which resulted in goodwill of $110,905 remaining for Webrunner as of January 31, 2016.

InNOTE ~~March~~9 ~~2016,~~– ~~the~~NOTES FASB issued ASU 2016-09, “Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting”. The amendments are effective for public companies for annual periods beginning after December 15, 2016, and interim periods within those annual periods. Several aspects of the accounting for share-based payment award transactions are simplified, including: (a) income tax consequences; (b) classification of awards as either equity or liabilities; and (c) classification on the statement of cash flows. The Company is currently in the process of evaluating the impact of the adoption on its financial statements.PAYABLE

InThe ~~February~~Company ~~2016,~~had the ~~FASB~~following ~~issued~~notes ~~ASU~~payable ~~No.~~and ~~2016-02,~~notes ~~“Leases~~payable ~~(Topic 842)” (“ASU 2016~~-~~02”).~~ ~~ASU~~related ~~2016-02~~party ~~requires~~outstanding anas ~~entity~~of toJanuary recognize assets and liabilities arising from a lease for both financing and operating leases. The ASU will also require new qualitative and quantitative disclosures to help investors and other financial statement users better understand the amount31, ~~timing,~~2017 and ~~uncertainty of cash flows arising from leases. ASU~~ 2016~~-02 is effective for fiscal years beginning after December 15, 2018, with early adoption permitted. The Company is currently evaluating the impact of adopting this guidance.~~:

InNotes January 2016, the FASB issued ASU 2016-01, which amends the guidance in U.S. GAAP on the classification and measurement of financial instruments. Changes to the current guidance primarily affect the accounting for equity investments, financial liabilities under the fair value option, and the presentation and disclosure requirements for financial instruments. In addition, the ASU clarifies guidance related to the valuation allowance assessment when recognizing deferred tax assets resulting from unrealized losses on available-for-sale debt securities. The new standard is effective for fiscal years and interim periods beginning after December 15, 2017, and upon adoption, an entity should apply the amendments by means of a cumulative-effect adjustment to the balance sheet at the beginning of the first reporting period in which the guidance is effective. Early adoption is not permitted except for the provision to record fair value changes for financial liabilities under the fair value option resulting from instrument-specific credit risk in other comprehensive income. The Company is currently evaluating the impact of adopting this guidance.Payable

In September 2015, the FASB issued ASU 2015-16, “Simplifying the Accounting for Measurement –Period Adjustments.” Changes to the accounting for measurement-period adjustments relate to business combinations. Currently, an acquiring entity is required to retrospectively adjust the balance sheet amounts of the acquiree recognized at the acquisition date with a corresponding adjustment to goodwill as a result of changes made to the balance sheet amounts of the acquiree. The measurement period is the period after the acquisition date during which the acquirer may adjust the balance sheet amounts recognized for a business combination (generally up to one year from the date of acquisition). The changes eliminate the requirement to make such retrospective adjustments, and, instead require the acquiring entity to record these adjustments in the reporting period they are determined. The new standard is effective for both public and private companies for periods beginning after December 15, 2015. The Company is currently evaluating the impact of adopting this guidance.

	January 31, 2017			January 31, 2016
Dated – October 30, 2014	$	10,000		$	10,000
Dated – June 3, 2015		-			25,000
Dated – December 11, 2015		-			50,000
Dated – August 4, 2016		25,000			-
Dated – September 30, 2016		65,476			-
Total notes payable		100,476			85,000
Less: debt discount and deferred financing fees		(1,546	)		-
		98,930			85,000
Less: current portion of notes payable		98,930			85,000
Long-term notes payable	$	-		$	-

InThe ~~August~~Company ~~2015,~~recognized ~~the~~amortization ~~FASB~~expense ~~issued~~related ~~ASU~~to ~~No.~~the ~~2015-14,~~debt ~~Revenue~~discount ~~From~~and ~~Contracts~~deferred ~~With~~financing ~~Customers~~fees ~~(Topic 606)." The amendments in this ASU defer the effective date~~ of ~~ASU~~$1,404 ~~2014-09.~~and ~~Public~~$0 ~~business~~for ~~entities should apply~~ the ~~guidance~~year inended ~~ASU~~January ~~2014-09 to annual reporting periods beginning after December 15~~31, 2017, ~~including~~and ~~interim~~2016, ~~reporting periods within that reporting period~~respectively. ~~Earlier~~The ~~application~~total isborrowings ~~permitted~~and ~~only~~principal asrepayment ofon ~~annual~~note ~~reporting~~payable ~~periods~~during ~~beginning~~the ~~after~~year ~~December~~ended ~~15,~~January ~~2016~~31, ~~including~~2017 ~~interim~~was ~~reporting~~$147,050 ~~periods~~and ~~within~~$59,524, ~~that reporting period~~respectively. ~~We are still evaluating the effect of the adoption of ASU 2014-09.~~

33F-19 Table of Contents

~~Table~~Dated of- ~~Contents~~October 30, 2014

InOn ~~April~~October ~~2015~~30, 2014, the ~~FASB~~Company ~~issued~~exercised ~~ASU~~the ~~2015-05,~~comprehensive ~~"Intangibles~~acquisition -agreement ~~Goodwill~~of ~~and~~Webrunner, ~~Other~~LLC ~~- Internal-Use Software~~ (~~Subtopic 350-40~~“Webrunner”): ~~Customer's~~and ~~Accounting for Fees Paid~~ in athe ~~Cloud~~acquisition ~~Computing Arrangement," which provides guidance about whether a cloud computing arrangement includes a software license. If a cloud computing arrangement includes a software license,~~ the ~~customer~~Company ~~should~~assumed ~~account for~~ the ~~software~~debt ~~license element~~ of ~~the~~RNC ~~arrangement~~Media ~~consistent~~in ~~with~~ the ~~acquisition~~amount of ~~other software licenses~~$10,000. IfThe aNote ~~cloud computing arrangement~~ does not ~~include~~have aany ~~software~~interest ~~license,~~payable the customer should account for the arrangement as a service contract. This ASU is effective for annual periods, including interim periods within those annual periods, beginning after December 15, 2015, and ~~early adoption~~ is ~~permitted.~~due ~~The~~upon ~~Company is currently evaluating the impact of adopting this guidance~~demand.

InDated ~~April~~- ~~2015,~~June the FASB issued guidance related to a customer’s accounting for fees paid in a cloud computing arrangement. This standard provides guidance to customers about whether a cloud computing arrangement includes a software license. If a cloud computing arrangement includes a software license3, ~~then~~2015 the customer should account for the software license element of the arrangement consistent with the acquisition of other software licenses. If a cloud computing arrangement does not include a software license, the customer should account for the arrangement as a service contract. This guidance is effective for interim and ~~annual reporting periods beginning after~~ December 1511, 2015, and early adoption is permitted. The Company will adopt this guidance on January 1, 2016. The adoption of this guidance is not expected to have a material impact on its financial position, results of operations or cash flows.

~~NOTE~~The two notes were issued to Mr. Doyle Knudson, are subject to annual interest of 15% and are convertible into a total of 863,000 common shares. The note issued on June 3, 2015 matured in December 2015. On August 4, –2016, ~~MARKETABLE~~the ~~SECURITIES~~Company entered into the new agreement with Crossover Capital Fund I, LLC, which the Company issued a new convertible note of $75,000 for the payment of the two notes totaling $75,000. As a result of this agreement, the Company recognized gain on debt settlement of $9,279 for the year ended January 31, 2017.

OnDated ~~September~~– August 4, 2014 Cloud issued 30,000 post-split common shares through a consulting agreement with Gawk Incorporated valued at $105,000. The common stock issued to Gawk, for consulting services, has been accounted for as a marketable security valued at $105,000. The services have been earned and completed in accordance with the agreement.2016

The ~~Company~~note ~~fair~~was ~~valued~~issued ~~the~~to ~~marketable~~Mr. ~~security~~Doyle ~~available for sale at January 31~~Knudson, ~~2016~~are ~~and~~subject ~~2015~~to ~~and~~annual ~~recorded~~interest ~~a gain on change in fair value~~ of ~~the~~15% ~~asset of $49,350~~ and aare ~~loss~~secured onby ~~change~~250,000 inshares ~~fair value~~ of ~~the~~common ~~asset of $76,050, respectively~~stock. ~~Total~~The ~~fair~~note ~~value~~matured ofin ~~the~~February ~~available~~2017. The ~~for~~total ~~sale~~cash ~~security~~proceeds atreceived ~~January~~from ~~31,~~the ~~2016~~note ~~and~~was ~~2015 is~~ $7825,~~300 and $28,950, respectively.~~000

~~NOTE~~Dated 5 – ~~ACQUISITIONS~~September 30, 2016

~~WebRunner~~The Company entered into the revenue based factoring agreement with Powerup Lending Group, ~~LLC~~Ltd. and received cash of $125,000. The note includes an original issue discount and financing fee of $2,950 and the Company received cash of $122,050. The Company is required to make weekly principal and interest payments of $4,560 for a period of 34 weeks through May 30, 2017.

OnNotes ~~October~~Payable ~~30,~~- ~~2014,~~related ~~the Company, through a comprehensive agreement with Webrunner, LLC (“Webrunner”), has purchased a complete data center.~~party

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:

	January 31, 2017		January 31, 2016
Dated – April 23, 2015	$	231,250	$	282,250
Dated - January 18, 2016		-		975,000
Dated - December 21, 2016		542,349		-
Total notes payable		773,599		1,257,250
Less: current portion of notes payable		614,085		868,361
Long-term notes payable	$	159,514	$	388,889

The ~~acquisition~~total ~~consisted~~borrowings ~~primarily of the purchase of a data center~~ and ~~all~~principal ofrepayment ~~its~~on ~~business,~~related ~~which~~party ~~are~~note ~~considered~~payable toduring ~~meet~~ the ~~definition~~year ofended aJanuary ~~business~~31, in2017 ~~accordance~~was ~~with FASB ASC Topic 805~~$25,000 ~~"Business~~and ~~Combinations". As such~~$582,903, ~~the Company accounted for the acquisition as a business combination.~~respectively

34Dated - April 23, 2015

~~Table~~On May 1, 2015, in connection with the acquisition of ~~Contents~~the assets of Net D Consulting, Inc. (“Net D”), the Company issued a $350,000 note which bears no interest and matures on October 7, 2016. The Company made repayments on the note of $51,000 during the year ended January 31, 2017.

Management determined that the Company was the acquirer in the business combination in accordance with ASC 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 preF-~~transaction~~20 ~~directors~~Table ~~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.~~Contents

~~The~~Dated ~~purchase~~- ~~price~~January ~~paid for the acquisition was $2~~18,~~104,932~~ which included $225,000 in cash, 1 Series C Preferred share convertible into $1,000,000 of common stock and 9,100,000 options to purchase stock at an exercise price of $0.10 valued at $879,932 using the Black Scholes option pricing model. The assumptions used to value the options were as follows: a) stock price of $0.0978; b) strike price of $0.10, c) term of 5 years and d) volatility of 268%. 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:2016

	October 30, 2014
Fair Value of Consideration:
Cash	$	225,000
1 Series C Preferred share convertible into common shares		1,000,000
9,100,000 options at an exercise price of $0.10		879,932
Total Purchase Price	$	2,104,932
Recognized amounts of identifiable assets acquired:
Assets:
Cash	$	190,931
IP Address		81,920
Customer list		359,067
Equipment		176,975
Goodwill		1,310,908
Fair value of total assets		2,119,801
Note payable RND Media		(10,000	)
Accounts payable and accrued liabilities		(4,869	)
Fair value of net assets	$	2,104,932

On January 18, 2016, in connection with the acquisition of Connexum, the Company issued a $1,000,000 note to Net D which bears annual interest of 18%. The Company is required to make monthly principal and interest payments of $63,806 for a period of 18 months through August 1, 2017. The company incurred additional $25,000 borrowing from Net D during the year ended January 31, 2017. The Company paid principal and interest payments of $574,252 for the year ended January 31, 2017. On December 21, 2016, the Company entered into the new agreement which the company issued a note payable of $574,252 for payment of the old Note of $500,000. As a result, the Company recorded loss on debt extinguishment of $74,252 for the year ended January 31, 2017.

~~Webrunner,~~Dated ~~Inc.~~– ~~assets~~December ~~includes IP Address space assigned to it through American Registry for Internet Numbers (ARIN) which consists of a /19~~21, ~~pronounced “Slash Nineteen”, which contains 8192 IP Addresses that are used in conjunction with our services provided to our customers.~~2016

AnOn ~~Internet~~December ~~Protocol~~21, ~~address~~2016, ~~(IP~~the ~~address)~~Company isentered ainto ~~numerical~~the ~~label~~new ~~assigned~~agreement towhich ~~each~~the ~~device~~company ~~(e.g.~~issued a note payable of $574,252 ~~computer~~for payment of the Note dated January 18, ~~printer)~~2016. ~~participating~~The inNote abears ~~computer~~interest ~~network~~rate ~~that~~of ~~uses~~$7.29% ~~the~~for ~~Internet~~1st ~~Protocol~~12 months and then 3.25% for ~~communication~~13 through 18 months. AnThe IPCompany ~~address~~is ~~serves~~required ~~two~~to make monthly principal ~~functions:~~and ~~host~~interest orpayments ~~network~~of ~~interface~~$226,985 ~~identification~~for a period of 18 months through June 20, 2018. The Company paid principal and ~~location~~interest ~~addressing~~payments of $48,956 for the year ended January 31, 2017.

~~The~~NOTE ~~designers~~10 of– ~~the~~CONVERTIBLE ~~Internet~~NOTES Protocol defined an IP address as a 32-bit number and this system, known as Internet Protocol Version 4 (IPv4), is still in use today. However, because of the growth of the Internet and the predicted depletion of available addresses, a new version of IP (IPv6), using 128 bits for the address, was developed in 1995. IPv6 was standardized as RFC 2460 in 1998, and its deployment has been ongoing since the mid-2000s.PAYABLE

IPThe ~~addresses~~Company ~~are~~had ~~usually~~the ~~written~~following ~~and~~convertible ~~displayed~~notes inpayable ~~human-readable~~outstanding ~~notations, such~~ as ~~172.16.254.1~~of ~~(IPv4)~~January 31, 2017 and ~~2001~~2016:~~db8:0:1234:0:567:8:1 (IPv6).~~

	January 31, 2017			January 31, 2016
Promissory Note - Issued August 22, 2014, with a fixed conversion price of $0.10 per common share or 17,000,000 shares of common stock.	$	1,700,000		$	1,700,000
Promissory notes – Issued in fiscal year 2016, with variable conversion features.		83,951			449,666
Promissory notes – Issued in fiscal year 2017, with variable conversion features.		876,791			-
Total convertible notes payable		2,660,742			2,149,666
Less: debt discount and deferred financing fees		(598,790	)		(204,427	)
		2,061,952			1,945,239
Less: current portion of convertible notes payable		2,061,952			1,934,932
Long-term convertible notes payable	$	-		$	10,307

~~Table~~The Company recognized amortization expense related to the debt discount and deferred financing fees of ~~Contents~~$1,109,303 and $342,831 for the year ended January 31, 2017 and 2016, respectively.

~~The~~Promissory ~~Internet~~Note ~~Assigned~~- ~~Numbers~~August ~~Authority~~22, (IANA) manages the IP address space allocations globally and delegates five regional Internet registries (RIRs) to allocate IP address blocks to local Internet registries (Internet service providers) and other entities.2014

~~The~~In ~~expected~~connection ofwith the ~~Equipment~~settlement agreement entered into with Doyle Knudson, IPan ~~Addresses~~investor, ~~and~~in ~~Customer~~2014, ~~List~~the Company issued a $1.8 million convertible promissory note with a fixed conversion price of $0.10 per share or 18,000,000 shares of common stock. The note is 3subject ~~years~~to annual interest of ~~which~~10%, wematured ~~will~~in beAugust ~~applying~~2015 ~~both~~and ~~amortization~~is currently past due. In May and ~~depreciation~~December on2015, a ~~quarterly~~total ~~basis~~of in$100,000 anote ~~straight~~principal ~~line~~was ~~format~~transferred to another lender.

The ~~comprehensive~~Company ~~agreement~~initially ~~call~~recorded ~~for~~a discount on the ~~implementation~~convertible ofnote ~~three~~due ~~employment~~to ~~agreement~~a ~~and~~beneficial ~~three~~conversion ~~management~~feature ~~agreements~~of $358,200 and amortized $208,950 for the ~~members~~year ofended ~~Webrunner~~January ~~LLC~~31, 2016. ~~The~~Due ~~Company~~to ~~has~~the ~~not~~variable ~~adopted~~conversion anrates ~~employee~~in ~~stock~~the ~~option~~other ~~plan~~convertible ~~which~~notes ~~has~~(see ~~been~~below), ~~approved~~the by$1,700,000 balance of the ~~shareholders~~note became tainted and the embedded fixed conversion option was bifurcated and accounted for as a derivative liability.

~~Net~~F-21 DTable ~~Consulting~~of ~~Inc.~~Contents

OnPromissory ~~April~~Notes ~~24,~~- ~~2015,~~Issued ~~the~~in ~~Company~~fiscal ~~entered~~year ~~into an asset purchase and sale agreement with Net D Consulting Inc. ("Net D") which closed on May 1, 2015.~~2016

~~The~~During ~~fair~~the ~~value~~year ofended ~~the~~January ~~consideration~~31, ~~and~~2016, the ~~assets~~Company ~~acquired~~issued isa ~~based~~total ~~on the aggregate value~~ of ~~the~~$449,666 ~~common~~notes ~~stock~~with ~~issued in exchange for~~ the ~~software~~following ~~as shown below~~terms:

~~The~~ · ~~acquisition~~Terms ~~consisted~~ranging offrom ~~the~~9 ~~purchase~~months ofto a2 ~~customer~~years · ~~list~~Annual ~~which~~interest ~~met~~rates ranging from 5% to 12% · Convertible at the ~~definition~~option of athe ~~business~~holders ineither ~~accordance~~at ~~with~~issuance ~~FASB~~or ~~ASC~~180 ~~Topic~~days ~~805~~from issuance. The note dated September 29, ~~"Business~~2015 ~~Combinations"~~is convertible at the later of the maturity date or date of default. As · ~~such,~~Conversion prices are typically based on the discounted (50% to 60% discount) lowest trading prices of the Company’s ~~accounted~~shares during various periods prior to conversion. Certain notes allow for the ~~acquisition~~conversion asprice ato ~~business~~be ~~combination~~the lower of $0.01 or the discounted trading price

~~Management~~Certain ~~determined~~notes ~~that~~allow the Company ~~was~~to ~~the~~redeem ~~acquirer in~~ the ~~business~~notes ~~combination~~at inrates ~~accordance~~ranging ~~with ASC~~from ~~Topic~~118% ~~805,~~to ~~"Business~~148% ~~Combinations",~~depending ~~based~~ on the ~~following~~redemption ~~factors:~~date itprovided ~~involved~~that ano ~~transaction~~redemption oris ~~other~~allowed ~~event~~after inthe ~~which~~180th day. ~~an acquirer obtains control of one or more businesses~~Likewise, ~~which~~certain annotes ~~integrated~~include ~~set~~original ofissue ~~activities~~discounts ~~and~~totaling ~~assets~~to ~~that~~$24,166. isDuring ~~capable of being conducted and managed for~~ the ~~purpose~~year ofended ~~providing~~January ~~a return in the form of dividends~~31, ~~lower costs~~2016, orthe ~~other~~Company ~~economic~~also ~~benefits~~recognized ~~directly~~deferred tofinancing ~~investors~~fees ortotaling ~~other owners~~$55, ~~members, or participants.~~142

The ~~purchase~~Company ~~price~~determined ~~paid~~that ~~for~~ the ~~assets~~conversion ~~acquired,~~feature asmet ~~amended~~the ondefinition ~~December 21, 2015, amounted to $3,982,125 and consisted~~ of ~~the~~a ~~following: $150,000~~liability in ~~cash,~~accordance awith ~~$350,000~~ASC ~~note~~Topic ~~with~~No. 0%815 ~~annual~~- ~~interest~~40, Derivatives and ~~payable~~Hedging on- ~~October~~Contracts 7,in ~~2016,~~Entity's ~~5,000,000~~Own ~~common~~Stock ~~shares~~and ~~valued~~therefore atbifurcated ~~$66,500,~~the ~~25,000,000~~embedded ~~Series~~conversion Boption ~~Preferred~~once ~~shares~~the ~~valued~~note atbecomes ~~$415,625~~convertible and 3accounted ~~Series~~for Cit ~~Preferred~~as ~~shares~~a ~~convertible~~derivative ~~into $3,000,000 common shares~~liability. The ~~following table summarizes the~~ fair value of the ~~consideration~~conversion ~~paid~~feature bywas ~~the~~recorded ~~Company~~as ~~and~~a ~~the~~debt ~~fair~~discount ~~value~~and ~~amounts~~amortized ~~assigned~~ to ~~the~~interest ~~assets~~expense ~~acquired~~over on the ~~acquisition~~term ~~date:~~of the note.

Fair Value of Consideration:
Cash	$	150,000
Note payable		350,000
5,000,000 common shares		66,500
25,000,000 Series B Preferred shares convertible into common shares		415,625
3 Series C Preferred shares convertible into common shares		3,000,000
Total Purchase Price	$	3,982,125
Recognized amounts of identifiable assets acquired:
Assets:
Customer list	$	433,376
Goodwill		3,548,749
Fair value of total assets	$	3,982,125

The Company valued the conversion feature using the Black Scholes valuation model. The fair value of the derivative liability for all the notes that became convertible during the year amounted to $459,733. $209,000 of the value assigned to the derivative liability was recognized as a debt discount to the notes while the balance of $250,733 was recognized as a day 1 derivative loss.

36Promissory Notes - Issued in fiscal year 2017

~~Table~~During the year ended January 31, 2017, the Company issued a total of ~~Contents~~$1,266,417 notes with the following terms:

~~Connexum,~~ · ~~LLC~~Terms ranging from 9 months to 20 months · Annual interest rates ranging from 8% to 12% · Convertible at the option of the holders either at issuance or 180 days from issuance. · Conversion prices are typically based on the discounted (50% to 60% discount) lowest trading prices of the Company’s shares during various periods prior to conversion. Certain notes allow for the conversion price to be a floor of $0.0005 and $0.00005 per share.

OnCertain ~~January~~notes ~~18,~~allow ~~2016,~~ the Company ~~entered~~to ~~into~~redeem anthe ~~acquisition~~notes ~~agreement~~at ~~with Net~~rates D,ranging ~~whereby~~from ~~the~~118% ~~Company~~to ~~acquired 100~~150% ofdepending on the ~~membership~~redemption ~~interest~~date ofprovided ~~Connexum,~~that ~~LLC~~no ~~(“Connexum”).~~redemption ~~The~~is ~~acquisition~~allowed ofafter ~~Connexum~~the ~~met~~180th day. ~~the~~Likewise, ~~definition~~certain ofnotes ainclude ~~business~~original inissue ~~accordance~~discounts ~~with~~and ~~FASB~~deferred ~~ASC~~financing ~~Topic~~cost ~~805~~totaling to $146,976. ~~"Business~~The ~~Combinations"~~Company received cash of $785,858. AsDuring ~~such~~the year ended January 31, 2017, the Company ~~accounted~~repaid ~~for~~notes ~~the~~with ~~acquisition~~principal asamounts totaling to $33,333 and a ~~business~~total ~~combination~~of $5,517 accrued interest was also added to principal.

~~Management~~The Company determined that the ~~Company~~conversion ~~was~~feature met the ~~acquirer~~definition inof ~~the~~a ~~business~~liability ~~combination~~ in accordance with ~~FASB~~ ASC Topic ~~805,~~No. ~~"Business~~815 ~~Combinations"~~- 40, ~~based~~Derivatives onand ~~the~~Hedging ~~following~~- ~~factors:~~Contracts ~~(i)~~in ~~there~~Entity's ~~was~~Own aStock ~~change~~and intherefore ~~control~~bifurcated ~~of Connexum; (ii)~~ the ~~Company~~embedded ~~was~~conversion ~~the~~option ~~entity~~once in the ~~transaction~~note ~~that~~becomes ~~issued~~convertible ~~its~~and ~~equity~~accounted ~~instruments,~~for ~~and~~it inas a ~~business~~derivative ~~combination,~~liability. ~~the~~The ~~acquirer~~fair ~~usually~~value ~~is the entity that issues its equity interests; (iii) the Company's pre-transaction directors retained the largest relative voting rights~~ of the ~~Company~~conversion ~~post-transaction;~~feature ~~(iv)~~was ~~the~~recorded ~~composition~~as ofa ~~the~~debt ~~Company's~~discount ~~current~~and ~~board~~amortized ofto ~~directors~~interest ~~and~~expense ~~management~~over ~~was~~ the ~~result~~term of the ~~appointment by the Company's pre-transaction directors~~note.

The ~~purchase~~Company ~~price~~valued ~~paid~~the ~~for~~conversion ~~the~~feature ~~acquisition~~using ofthe ~~Connexum~~Black ~~amounted~~Scholes tovaluation ~~$2,054,375~~model. ~~and~~The ~~consisted~~fair value of the ~~following: a~~derivative ~~$1,000,000~~liability ~~note~~for ~~with~~all ~~annual~~the ~~interest~~notes ofthat ~~18%~~became ~~which matures on August 1~~convertible, ~~2017~~including ~~and~~the ~~5,000,000~~notes ~~Series~~issued Bin ~~Preferred~~prior ~~shares valued at $54~~years,~~375. The~~ ~~note~~during ~~provides~~the ~~for~~year ~~monthly~~ended ~~principal~~January ~~and interest payments of $63~~31,~~806. The~~ ~~agreement~~2017 ~~also~~amounted ~~provides~~to ~~for contingent consideration of 1 Series C Preferred share convertible into~~ $13,~~000~~245,~~000~~991. ~~common shares if Connexum achieves 80% of anticipated revenue and another 1 Series C Preferred share convertible into~~ $1,~~000~~356,~~000~~692 ~~common shares if Connexum achieves 100%~~ of ~~anticipated~~the ~~revenue~~value ~~within~~assigned ~~one~~to ~~year from~~ the ~~date~~derivative ofliability ~~acquisition. The~~was ~~Company~~recognized ~~determined~~as ~~that~~a ~~Connexum~~debt ~~will~~discount ~~meet~~to ~~80% of~~ the ~~anticipated~~notes ~~revenue~~while ~~and has recognized~~ the ~~fair~~balance ~~value~~ of ~~the contingent consideration of~~ $1,~~000~~889,~~000~~299 aswas ofrecognized ~~January~~as ~~31,~~a ~~2016. The~~“day ~~following~~1” ~~table~~derivative ~~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:~~loss.

Fair Value of Consideration:	January 18, 2016
Note payable		$	1,000,000
5,000,000 Series B Preferred shares			54,375
Contingent consideration - 1 Series C Preferred share			1,000,000
Total Purchase Price		$	2,054,375
Fair Value of Consideration:	January 18, 2016
Current assets		$	86,132
Current liabilities assumed			(172,763	)
Customer list			1,724,155
Goodwill			416,851
Fair value of total assets		$	2,054,375

During the year ended January 31, 2017, the Company converted notes with principal amounts of $579,784 and accrued interest of $35,744 into 2,054,226,375 shares of common stock. The corresponding derivative liability at the date of conversion of $1,258,063 was credited to additional paid in capital.

~~Revenues~~F-22 ofTable ~~$59,259 and net income~~ of ~~$6,923 since the acquisition date are included in the consolidated statements of operations and comprehensive income (loss) for the year ended January 31, 2016.~~Contents

~~Unaudited~~Replacement ~~proforma results~~ of ~~operations for the years ended January 31, 2016 and 2015 as though the Company acquired Connexum on the first day of each fiscal year are set forth below:~~Notes

	Year Ended January 31,
	2016			2015
Revenues	$	5,632,531		$	4,068,353
Cost of revenues		3,751,241			2,582,590
Gross profit		1,881,289			1,485,763
Operating expenses		5,596,381			6,892,576
Net Loss		(6,858,124	)		(5,711,671	)
Net loss per share basic and diluted	$	(0.04	)	$	(0.03	)
Weighted average of shares outstanding		194,920,175			169,720,932

During the year ended January 31, 2017, the Company assigned 16 notes with outstanding principal amounts totaling to $424,178 to two lenders which resulted to the payment of prepayment penalties amounting to $156,809 and recognized loss on debt settlement of $267,646 due to the modification of the replacement note conversion feature, and the difference between the fair value of derivative of the conversion feature.

37The following table summarizes the detail of assigned 16 notes;

Table of Contents

	Assigned Notes		Principal amount		Accrued interest		Prepayment penalties
Tranches in effect as of January 31, 2017		5	$	147,741	$	12,992	$	66,412

Tranches in not effect as of January 31, 2017
Tranches in effect as of February 12, 2017		5		69,549		5,472		22,507
Tranches in effect as of March 12, 2017		2		60,000		6,401		19,920
Tranches in effect as of April 12, 2017		2		71,131		5,188		22,895
Tranches in effect as of May 12, 2017		2		75,757		7,827		25,075
Total		16	$	424,178	$	37,880	$	156,809

~~NOTE~~During 6the –year ~~EQUIPMENT~~ended January 31, 2017, the Company assigned an additional 10 notes with principal amounts totaling to $375,750 to two lenders. Prepayment of $142,670 was paid by cash and recognized in interest expense, and $31,440 was non-cash and recognized as prepayment penalties.

~~Equipment~~NOTE at11 ~~January~~– DERIVATIVE ~~31, 2016 and 2015 consist of the following:~~LIABILITIES

	January 31, 2016			January 31, 2015
Computer equipment	$	176,975		$	176,975
Less - accumulated depreciation		(73,740	)		(14,748	)
	$	103,235		$	162,227

The Company analyzed the conversion option for derivative accounting consideration under ASC 815, Derivatives and Hedging, and hedging, and determined that the instrument should be classified as a liability since the conversion option becomes effective at issuance resulting in there being no explicit limit to the number of shares to be delivered upon settlement of the above conversion options.

~~Depreciation~~ASC ~~expense~~815 ~~for~~requires we assess the ~~years~~fair ~~ended~~market ~~January~~value ~~31,~~of ~~2016~~derivative ~~and~~liability ~~2015~~at ~~amounted~~the toend ~~$58,992~~of each reporting period and ~~$14,748,~~recognize ~~respectively~~any change in the fair market value as other income or expense item.

~~NOTE~~The 7Company –determined ~~INTANGIBLES~~our ~~AND~~derivative ~~GOODWILL~~liabilities to be a Level 3 fair value measurement and used the Black-Scholes pricing model to calculate the fair value as of January 31, 2017. The Black-Scholes model requires six basic data inputs: the exercise or strike price, time to expiration, the risk-free interest rate, the current stock price, the estimated volatility of the stock price in the future, and the dividend rate. Changes to these inputs could produce a significantly higher or lower fair value measurement. The fair value of each convertible note is estimated using the Black-Scholes valuation model. The following weighted-average assumptions were used in the January 31, 2017 and 2016:

Intangible assets at January 31, 2016 and 2015 consist of the following:

	Year Ended			Year Ended
	January 31, 2017			January 31, 2016
Expected term	0 - 1.50 years			0.4 - 2 years
Expected average volatility	120% - 716		%	249% - 328		%
Expected dividend yield		-			0
Risk-free interest rate	0.18% - 0.84		%	0.05% - 0.83		%

	January 31, 2016			January 31, 2015
Customer list - Webrunner	$	359,067		$	359,067
IP Address - Webrunner		81,920			81,920
Customer list - Net D		433,376			-
Customer list - Connexum		1,724,155			-
		2,598,518			440,987
Less - accumulated amortization of intangible assets		(312,173	)		(36,749	)
	$	2,286,345		$	404,238

F-23

Table of Contents

~~The~~At ~~intangible assets are amortized over an estimated useful life of 3 years. Amortization expense amounted to $275,424 and $36,749 for the years ended~~ January 31, ~~2016 and 2015~~2017, ~~respectively.~~the Noestimated ~~impairment~~fair ~~loss~~values ~~was~~of ~~recognized~~the ~~during~~liabilities ~~the~~measured ~~years~~on ~~ended~~a ~~January~~recurring ~~31,~~basis ~~2016~~are ~~and~~as ~~2015.~~follows:

Goodwill at January 31, 2016 and 2015 consist of the following:

January 31, 2017	Level 1		Level 2		Level 3		Total
Promissory Note – Issued August 22, 2014	$	-	$	-	$	3,400	$	3,400
Promissory Notes – Issued in fiscal year 2016		-		-		164,794		164,794
Promissory Notes – Issued in fiscal year 2017		-		-		1,920,490		1,920,490
Total liabilities	$	-	$	-	$	2,088,684	$	2,088,684

	January 31, 2016		January 31, 2015
Goodwill of Webrunner	$	110,905	$	1,310,908
Goodwill of Net D		3,548,749		-
Goodwill of Connexum		416,851		-
Total	$	4,076,505	$	1,310,908

The following table summarizes the changes in the derivative liabilities during the year ended January 31, 2017:

Fair Value Measurements Using Significant Observable Inputs (Level 3)

Balance - January 31, 2015	$	-
Addition of new derivatives recognized as debt discounts		259,000
Addition of new derivatives recognized as options compensation		340,200
Addition of new derivatives recognized as day one loss on derivatives		469,730
Derivatives settled upon conversion of debt and exercise of warrants		(238,314	)
Reclassification from APIC to derivative due to tainted instruments		586,250
Loss on change in fair value of the derivative		(796,629	)
Balance - January 31, 2016	$	620,237

Addition of new derivatives recognized as debt discounts		1,356,692
Addition of new derivatives recognized as options compensation		177,000
Addition of new derivatives recognized as day one loss on derivatives		1,289,210
Derivatives settled upon conversion of debt and exercise of warrants		(1,417,063	)
Loss on change in fair value of the derivative		62,608
Balance - January 31, 2017	$	2,088,684

~~Table~~The ofnet ~~Contents~~gain on derivatives during the year ended January 31, 2017 and 2016 was $1,351,818 and $326,899, respectively.

~~During~~NOTE ~~the~~12 ~~year~~– ~~ended~~STOCK January 31, 2016, we determined that the carrying value of Webrunner, which is a separate reporting unit, exceeded its fair value at the measurement date, requiring step two in the impairment test process. The fair value of the Webrunner reporting unit was determined primarily using an income approach based on the present value of discounted cash flows. We determined the implied fair value of goodwill was substantially below the carrying value of the reporting unit's goodwill. Accordingly, we recognized a goodwill impairment loss of $1,200,003, which resulted in goodwill of $110,905 remaining for Webrunner as of January 31, 2016. No impairment of goodwill was recognized for the year ended January 31, 2015.PAYABLE

~~NOTE~~Investor 8payable –- ~~NOTES~~common ~~PAYABLE~~shares

~~The~~In ~~Company~~December ~~had~~2013 and January 2014, the ~~following~~Company ~~notes~~entered ~~payable~~into stock purchase agreements with third parties for 100,000 and ~~notes~~250,000 ~~payable~~Series –B ~~related~~Preferred ~~party~~shares, ~~outstanding~~respectively, asfor a total consideration of ~~January~~$100,000 31and $250,000, ~~2016~~respectively. The Company was unable to issue the preferred shares and ~~2015:~~has accounted for the amounts received as investor payable.

Notes payable
	January, 31, 2016			January, 31, 2015
Dated – October 30, 2014	$	10,000		$	10,000
Dated – June 3, 2015		25,000			-
Dated – December 11, 2015		50,000			-
Total notes payable		85,000			10,000
Less: current portion of notes payable		(85,000	)		(10,000	)
Long-term notes payable	$	-		$	-

The Company also issued 8,000,000 Preferred B Warrants with the acquisition of Poker Junkies LLC. These Preferred Series B Warrants once exercised would require the Company to issue Series B Preferred shares. From November 2013 through January 31, 2014 the Company issued 1,028,000 of Series B Preferred stock valued at $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 valued at $699,200 for the exercise of the Preferred B warrants. On June 18, 2014, the Company rescinded this transaction due to the failure of the holder to deliver the Preferred B warrants. The Company decided to issue common shares in lieu of issuing the Series B Preferred shares related to the acquisition of Poker Junkies LLC and those issued in connection with the stock purchase agreements disclosed above. The Company agreed to issue common stock at 125% of the value of the Series B Preferred shares. During the years ended January 31, 2017 and 2016, the Company issued 0 and 4,960,000 common shares, respectively, for a total consideration of $0 and $496,000, respectively.

~~Dated~~As of January 31, 2017, and 2016, investor payable – ~~October~~common 30stock totaled $658,000, ~~2014~~respectively.

OnF-24 ~~October~~Table ~~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.~~Contents

~~Dated~~Preferred –Stock ~~June 3, 2015 and December 11, 2015~~Payable

~~The~~On ~~two~~December ~~notes~~21, ~~were~~2015, ~~issued~~the toCompany ~~Mr.~~recorded ~~Doyle~~preferred ~~Knudson~~stock payable of $13,438 ~~are~~for ~~subject~~13,437,500 Series B Preferred shares related to ~~annual~~the ~~interest~~acquisition of ~~15%~~the ~~and~~assets ~~are~~of ~~convertible~~Net ~~into~~D a(see ~~total~~Note of5). ~~863~~During the year ended January 31,~~000~~ ~~common~~2017, ~~shares. The~~the ~~notes~~Company ~~matured~~issued in13,437,500 ~~December~~Series ~~2015~~B ~~and~~Preferred ~~are~~shares ~~currently~~to ~~past~~settle ~~due~~this payable.

Notes payable - related party
	January, 31, 2016			January, 31, 2015
Dated – April 23, 2015	$	282,250		$	-
Dated - January 18, 2016		975,000			-
Total notes payable		1,257,250			-
Less: current portion of notes payable		(868,361	)		-
Long-term notes payable	$	388,889		$	-

On October 30, 2014, the Company recorded $1,000,000 as preferred share payable which shall be converted to 1 Series C Preferred share for the acquisition of Webrunner. On April 9, 2015, the Company issued 1 Series C Preferred Share to settle this payable.

~~Dated~~As –of ~~April~~January 2331, ~~2015~~ 2017 and 2016, preferred stock payable totaled $0 and $13,438, respectively.

OnNOTE ~~May~~13 1,– 2015, in connection with the acquisition of the assets of Net D, the Company issued a $350,000 note which bears no interest and matures on October 7, 2016. The Company made repayments on the note of $67,750 during the year ended January 31, 2016.EQUITY

39Amendment to Articles of Incorporation or Bylaws

~~Table~~On April 10, 2016, the Company filed a Certificate of ~~Contents~~Amendment with the state of Nevada, to the Company’s Articles of Incorporation, to increase the number of authorized shares of capital stock to 15,000,000,000 shares. With 14,900,000,000 shares of common stock, par value $0.001 and 100,000,000 shares of preferred stock, par value $0.001.

~~Dated~~Preferred ~~– January 18, 2016~~Stock

OnSeries ~~January~~A ~~18,~~Preferred 2016, in connection with the acquisition of Connexum, the Company issued a $1,000,000 note to Net D which bears annual interest of 18%. The Company is required to make monthly principal and interest payments of $63,806 for a period of 18 months through August 1, 2017. The Company paid $25,000 in a good faith advance on January 27, 2016.Stock

~~NOTE~~The 9Company –is ~~CONVERTIBLE~~authorized ~~NOTES~~to ~~PAYABLE~~issue 1,000 shares of series A Preferred Stock at a par value of $0.001. 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.

~~The~~As ~~Company~~of ~~had~~January ~~the~~31, ~~following~~2017, ~~convertible~~and ~~notes~~2016, ~~payable~~1,000 ~~outstanding~~shares as of ~~January~~series ~~31,~~A ~~2016~~Preferred Stock were issued and ~~2015:~~outstanding, respectively.

	January, 31, 2016			January, 31, 2015
Dated – August 22, 2014	$	1,700,000		$	1,800,000
Dated – July 31, 2015		65,000			-
Dated - August 12, 2015 and December 15, 2015		66,666			-
Dated - August 18, 2015		38,000			-
Dated - September 29, 2015		27,500			-
Dated - October 7, 2015		26,500			-
Dated - October 26, 2015		28,500			-
Dated - November 6, 2015		34,000			-
Dated - November 18, 2015		50,000			-
Dated - December 29, 2015		35,000			-
Dated - January 4, 2016		40,000			-
Dated - January 20, 2016		38,500			-
		2,149,666			1,800,000
Less: debt discount and deferred financing fees		(204,427	)		(208,950	)
		1,945,239			1,591,050
Less: current portion of convertible notes payable		1,934,932			(1,591,050	)
Long-term convertible notes payable	$	10,307		$	-

Series B Convertible Preferred Stock

~~The~~On March 11, 2016, the Company ~~recognized~~amended ~~amortization~~its ~~expense~~Articles ~~related~~of Incorporation to increase the ~~debt~~number ~~discount~~of ~~and~~preferred ~~deferred~~shares ~~financing~~designated ~~fees~~Series ofB ~~$342~~Convertible Shares (the “Series B”) from 50,~~831~~000,000 ~~and~~to ~~$149~~95,~~250~~000,000. ~~for~~Holders of the ~~years~~Series ~~ended~~B ~~January~~Preferred ~~31,~~shares ~~2016~~shall ~~and~~be ~~2015,~~entitled ~~respectively,~~to ~~which~~receive ~~are~~dividends ~~included~~or inother ~~interest~~distributions ~~expense~~with inthe holders of the ~~consolidated~~Company’s ~~statements~~common ofshares ~~operations~~on an “as converted” basis when, as, and ~~comprehensive~~if ~~income~~declared ~~(loss)~~by the directors of the Company.

~~Dated~~The –Holders ~~August~~have 22the right to convert each Series B Preferred share, ~~2014~~at any time after 6 months from the date of issuance, into fully paid and non-assessable common shares on the basis of 1 Series B Preferred share for 1.25 common shares (1:1.25).

OnDuring ~~June~~the ~~17,~~year ~~2014~~ended aJanuary ~~verified~~31, ~~complaint was filed in Maricopa County~~2017, ~~Arizona being case number CV 2014-008511 against~~ the Company byissued anSeries ~~investor~~B ~~known~~Preferred ~~as Doyle Knudson. On August 22~~shares, 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~~On ~~transferred~~December ~~$750~~21,~~000~~ to2015, ~~Mr.~~the ~~Knudson~~Company onrecorded ~~the~~preferred ~~day~~stock payable of ~~settlement~~$13,438 ~~executed~~for a13,437,500 ~~$1.8~~Series ~~million~~B ~~Convertible~~Preferred ~~Promissory~~shares ~~Note~~related ~~with~~to athe ~~conversion~~acquisition ~~price~~ of ~~$0.10~~the ~~per~~assets ~~share,~~of aNet ~~Settlement Agreement and amended Mr~~D. ~~Knudson’s~~During ~~Series~~the Cnine ~~Preferred~~months ~~Stock~~ended ~~Purchase~~October ~~Agreement~~31, to2016 ~~provide~~the ~~that~~Company ~~Mr.~~issued ~~Knudson~~13,437,500 ~~can convert his seven (7)~~ Series CB Preferred shares ~~into~~to ~~common~~settle ~~stock at any time after the date of~~ this ~~Settlement Agreement~~payable. · ~~The~~On ~~Company~~February ~~has~~3, ~~also~~2016, ~~amended~~4,750,000 ~~the~~shares ~~Certificate~~were ofsold ~~Designation~~ for ~~the~~cash ~~Series~~of C$20,000. ~~Preferred~~On ~~shares~~issuance, tovalue ~~reflect~~of ~~that~~ the ~~shares~~underlining ~~are~~common ~~convertible~~stock onrepresented ~~any~~a ~~date~~beneficial ~~after~~conversion ~~the~~feature ~~date~~ of ~~this~~$23,344. ~~Settlement~~The ~~Agreement~~beneficial asconversion ~~reflected~~feature inwill ~~the~~be ~~Amendment~~recognized towhen the ~~Certificate~~preferred ofstock ~~Designation.~~becomes ~~The~~convertible ~~total~~on ~~value~~August of3, ~~the~~2016 ~~legal~~as ~~settlement~~a ~~was~~deemed ~~$2,550,000~~dividend.

~~Mr.~~F-25 ~~Knudson~~Table ~~has~~of ~~filed a Stipulation to Dismiss the Lawsuit with prejudice.~~Contents

~~The~~During ~~Company recorded a discount on~~ the ~~convertible~~year ~~note~~ended ~~due~~January ~~to a beneficial conversion feature of $358~~31,~~200~~ ~~and amortized $208~~2016,~~950~~ ~~and $149,250 for~~ the ~~years~~Company ~~ended~~issued ~~January~~Series ~~31,~~B ~~2016~~Preferred ~~and 2015~~shares, ~~respectively.~~as follows:

40 · 437,500 shares were sold for cash on June 22, 2015 for a total consideration of $17,500. · 25,000,000 shares with fair value of $415,625 in connection with the acquisition of Net D’s assets (see Note 5). Of this amount, the par value of $13,438 related to the 13,437,500 shares in excess of the authorized shares at January 31, 2016 is reported as preferred stock payable in the consolidated balance sheets · 5,000,000 shares with a fair value of $54,375 in connection with the acquisition of Connexum (see Note 5). · 25,000,000 shares with a fair value of $415,625 as settlement of amounts due to the CEO totaling $438,854. As a result, the Company recorded a loss on settlement of liabilities of $2,976,771 (see also below). · 8,000,000 shares were sold for cash in January 2016 for a total consideration of $30,000

~~Table~~As of ~~Contents~~January 31, 2017, and 2016, 68,187,500 and 50,000,000 shares of Series B Preferred Stock were issued and outstanding, respectively.

OnSeries ~~May~~C ~~21,~~Convertible ~~2015,~~Preferred the convertible note was amended to transfer $50,000 of the note principal to another lender. The amendment was accounted for as a debt extinguishment and the corresponding unamortized discount was written off to interest expense. Due to the variable conversion rates in the other convertible notes (see below), the balance of the note after the transfer of $1,750,000 became tainted and the embedded conversion option was bifurcated and accounted for as a derivative liability. The fair value of the derivative liability, on the $1,750,000 convertible note, amounting to $586,250 was calculated using the Black Scholes valuation model and was reclassified from additional paid in capital. On December 9, 2015, the note was again amended to transfer $50,000 of the note principal to the same lender as noted above. Since the embedded conversion option was already accounted for as a derivative liability, the amendment did not require to be analyzed under the debt modification guidance.Stock

The ~~two~~Series ~~notes~~C ~~transferred~~Preferred toStock ~~another~~consists ~~lender,~~of as100 ~~disclosed above~~shares, ~~totaling to $100,000 are convertible~~ at ~~the option of the holder at~~ a ~~conversion~~par ~~price~~value ~~per share equal to 50%~~ of ~~the lowest closing bid price for the common stock during 30 trading days immediately preceding a conversion~~$0.001 ~~Due~~per toshare, ~~the~~with ~~variable~~certain ~~conversion~~rights, ~~rates in the notes~~privileges, ~~the~~preferences ~~embedded conversion option was bifurcated~~ and ~~accounted~~restrictions ~~for~~ as aset ~~derivative~~forth ~~liability. The~~in ~~fair~~Series ~~value~~C ofPreferred ~~the~~Stock ~~derivative~~Certificate ~~liability~~of ~~amounting to $268,997 was calculated using the Black Scholes valuation model~~Designation. ~~$50,000~~Holders of the ~~value~~Series ~~assigned~~C toPreferred ~~the~~shares ~~derivative~~shall ~~liability~~be ~~was~~entitled ~~recognized as a debt discount~~ to ~~the~~receive ~~note~~dividends ~~while~~or ~~the~~other ~~balance~~distributions ofwith ~~$218,997 was recognized as a “day 1” derivative loss. During~~ the ~~year~~holders ~~ended January 31, 2016, the two convertible notes totaling $100,000, accrued interest~~ of ~~$12,198, and~~ the ~~associated~~Company’s ~~fees~~common ofshare ~~this~~on ~~conversion~~an of“as ~~$9,760 were~~ converted” ~~into~~basis 44when,~~189,102~~ ~~common~~as ~~shares~~ and ~~the~~if, ~~corresponding~~declared ~~derivative~~by ~~liability at~~ the ~~date~~directors of ~~conversion~~the ~~of $238,314 was credited to additional paid in capital~~Company.

~~Dated~~Each –share ~~Issued~~of inthe ~~fiscal~~Series ~~year~~C ~~2016~~Preferred Stock shall be convertible, at the option of the holder thereof and subject to notice requirements at any time following 12 months from the issuance of such shares, into such number of fully paid and non-assessable common shares worth $1,000,000.

During the year ended January 31, ~~2016~~2017, the Company ~~issued~~determined athe ~~total~~Series ofC ~~$449~~Convertible Preferred Stock is considered to be contingently redeemable convertible and as a result,~~666~~ ~~notes~~has ~~with~~been classified as mezzanine equity in the ~~following~~Company's ~~terms:~~balance sheet, as of January 31, 2017 and 2016.

·During ~~Terms~~the ~~ranging~~year ~~from~~ended 9January ~~months~~31, to2017, 2the ~~years~~Company issued Series C Preferred shares, as follows:

· ~~Annual~~1 ~~interest~~share ~~rates~~with ~~ranging~~a ~~from~~fair 5%value of $1,000,000 as settlement of amounts due to ~~12%~~the CEO totaling $271,200 · 1 share with a fair value of $1,000,000 as settlement of amounts due to the CFO totaling $164,000

·As ~~Convertible~~a atresult, the ~~option~~Company ofrecorded ~~the~~a ~~holders~~loss ~~either~~on atsettlement ~~issuance or180 days from issuance. The note dated September 29, 2015 is convertible at the later~~ of ~~the~~debt ~~maturity date or date~~ of ~~default~~$1,564,800.

·During ~~Conversion prices are typically based on~~ the ~~discounted~~year ~~(50%~~ended toJanuary ~~60%~~31, ~~discount)~~2016, ~~lowest trading prices of~~ the Company’s ~~shares~~issued ~~during~~Series ~~various~~C ~~periods~~Preferred ~~prior~~shares, toas ~~conversion. Certain notes allow for the conversion price to be the lower of $0.01 or the discounted trading price~~follows:

~~Certain~~ · ~~notes~~1 ~~allow~~share to settle the ~~Company~~preferred tostock ~~redeem~~payable ~~the~~of ~~notes~~$1,000,000 atrecorded ~~rates~~in ~~ranging~~connection ~~from~~with ~~118%~~the toacquisition ~~148%~~of ~~depending~~Webrunner · on3 ~~the~~shares ~~redemption~~with ~~date~~a ~~provided~~fair ~~that~~value noof ~~redemption~~$3,000,000 isin ~~allowed~~connection ~~after~~with the ~~180th~~acquisition ~~day. Likewise,~~of ~~certain~~Net ~~notes~~D’s ~~include~~assets ~~original~~(see ~~issue~~Note ~~discounts~~5). · ~~totaling~~3 toshares with a fair value of $243,~~166. During~~000,000 ~~the~~as ~~year~~settlement ~~ended~~of ~~January~~amounts 31due to the CEO totaling $438,854. ~~2016~~As a result, the Company ~~also~~recorded ~~recognized~~a ~~deferred~~loss ~~financing~~on ~~fees~~settlement ~~totaling~~of debt of $552,~~142~~976,771.

~~The~~On ~~Company~~April ~~determined~~11, ~~that~~2014, the ~~conversion~~Company ~~feature~~and ~~met~~Doyle ~~the~~Knudson ~~definition~~entered ofinto a ~~liability~~Series inC ~~accordance~~Preferred ~~with ASC Topic No. 815 - 40, Derivatives and Hedging - Contracts in Entity's Own~~ Stock ~~and~~Purchase ~~therefore~~Agreement ~~bifurcated~~dated ~~the embedded conversion option once the note becomes convertible and accounted for it~~ as aof ~~derivative~~April ~~liability.~~10, ~~The~~2014, ~~fair~~pursuant ~~value~~to ofwhich the ~~conversion~~Company ~~feature~~sold ~~was~~7 ~~recorded~~Series asC aPreferred ~~debt~~shares ~~discount~~for ~~and~~an ~~amortized~~aggregate topurchase ~~interest~~price ~~expense over the term~~ of ~~the note~~$3,300,000.

~~The~~As ~~Company valued the conversion feature using the Black Scholes valuation model. The fair value~~ of ~~the~~January ~~derivative~~31, ~~liability~~2017, ~~for~~and ~~all~~2016, ~~the~~16 ~~notes~~and ~~that~~14 ~~became~~shares ~~convertible during the year amounted to $459,733. $209,000~~ of ~~the~~Series ~~value~~C ~~assigned~~Preferred toStock ~~the~~were ~~derivative~~issued ~~liability~~and ~~was recognized as a debt discount to the notes while the balance of $250~~outstanding,~~733~~ ~~was recognized as a “day 1” derivative loss~~respectively.

~~NOTE~~F-26 10Table ~~– DERIVATIVE~~of ~~LIABILITIES~~Contents

~~The~~Series ~~Company~~D ~~analyzed~~Convertible ~~the~~Preferred conversion option for derivative accounting consideration under ASC 815, Derivatives and Hedging, and hedging, and determined that the instrument should be classified as a liability since the conversion option becomes effective at issuance resulting in there being no explicit limit to the number of shares to be delivered upon settlement of the above conversion options.Stock

41On June 23, 2016, pursuant to its Articles of Incorporation and Bylaws, the Board of Directors of the Company, unanimously approved the designation of a new series of preferred stock, "Series D Convertible Preferred Stock.

~~Table~~Each share of ~~Contents~~the Series D Preferred Stock shall be convertible, at the option of the holder thereof and subject to notice requirements at any time following 12 months from the issuance of such shares, into such number of fully paid and non-assessable common shares worth $100,000.

~~ASC~~During ~~815~~the ~~requires~~year weended ~~assess~~January 31, 2017, the ~~fair~~Company ~~market~~determined ~~value~~the ofSeries ~~derivative~~D ~~liability~~Convertible atPreferred ~~the~~Stock ~~end~~is ofconsidered ~~each~~to ~~reporting~~be ~~period~~contingently redeemable convertible and ~~recognize~~as ~~any~~a ~~change~~result, has been classified as mezzanine equity in the ~~fair~~Company's ~~market~~balance ~~value~~sheet, as ~~other~~of ~~income~~January or31, ~~expense~~2017 ~~item~~and 2016.

~~The~~During ~~Company~~year ~~determined~~ended ~~our derivative liabilities to be a Level 3 fair value measurement and used the Black-Scholes pricing model to calculate the fair value as of~~ January 31, ~~2016. The Black-Scholes model requires six basic data inputs: the exercise or strike price~~2017, ~~time to expiration,~~ the ~~risk~~Company ~~free~~issued ~~interest~~Series ~~rate,~~D ~~the~~Preferred ~~current stock price~~shares, ~~the~~as estimated volatility of the stock price in the future, and the dividend rate. Changes to these inputs could produce a significantly higher or lower fair value measurement. The fair value of each convertible note is estimated using the Black-Scholes valuation model. The following weighted-average assumptions were used in the January 31, 2016 and January 31, 2015follows:

	Year Ended			Year Ended
	January 31, 2016			January 31, 2015
Expected term	0.4 - 2 years				-
Expected average volatility		249% - 328	%		-
Expected dividend yield		-			-
Risk-free interest rate		0.05% - 0.83	%		-

	·	1 share with a fair value of $100,000 in connection with the acquisition of XTELUS (see Note 5).
	·	20 shares with a fair value of $2,000,000 in connection with the acquisition of Connexum (See Note 5)

AtAs of January 31, 2017 and 2016, ~~the~~21 ~~estimated~~and ~~fair~~0 ~~values~~shares of ~~the~~Series ~~liabilities~~D ~~measured~~Preferred onStock awere ~~recurring~~issued ~~basis~~and ~~are~~outstanding, ~~as follows:~~respectively.

January, 31, 2016	Level 1		Level 2		Level 3		Total
Dated – August 22, 2014	$	-	$	-	$	122,400	$	122,400
Dated – July 31, 2015		-		-		102,743		102,743
Dated - August 12, 2015 and December 15, 2015		-		-		108,616		108,616
Dated – September 29, 2015		-		-		87,420		87,420
Dated - October 7, 2015		-		-		42,891		42,891
Dated - January 20, 2016		-		-		67,105		67,105
Warrants dated - November 9		-		-		89,062		89,062
Total liabilities	$	-	$	-	$	620,237	$	620,237

Common stock

The ~~following~~Company ~~table~~is ~~summarizes~~authorized ~~the~~to ~~changes~~issue in14,900,000,000 ~~the~~shares ~~derivative~~of ~~liabilities~~common ~~during~~stock ~~the~~at ~~year~~a ~~ended~~par ~~January~~value ~~31,~~of ~~2016:~~$0.001.

Fair Value Measurements Using Significant Observable Inputs (Level 3)
Balance - January 31, 2015	$	-
Addition of new derivatives recognized as debt discounts		259,000
Addition of new derivatives for tainted warrants		340,200
Addition of new derivatives recognized as loss on derivatives		469,730
Derivatives settled upon conversion of debt		(238,314	)
Reclassification from APIC to derivative liability due to tainted instruments		586,250
Gain on change in fair value of the derivative liability		(796,629	)
Balance - January, 31, 2016	$	620,237

During the year ended January 31, 2017, the Company issued common shares, as follows:

~~The~~ · ~~net~~2,054,226,375 ~~gain~~common onshares ~~derivatives~~were ~~during~~issued for the ~~year~~conversion ~~ended~~of ~~January~~debt ~~31, 2016~~ and ~~2015~~accrued ~~was~~interest of $~~326~~615,~~899~~528. · ~~and $0~~41,000,000 ~~respectively.~~common shares in exchange for the exercise of options for no consideration

42During the year ended January 31, 2016, the Company issued common shares, as follows:

~~Table~~ · 2,700,000 common shares with a fair market value of ~~Contents~~$54,000 to James E McCrink Trust in accordance with a settlement agreement reached with the latter on January 19, 2015 in connection with a complaint filed on November 4, 2014. · 21,000,000 shares with a fair value of $161,100 as compensation to board members and employees. · 16,150,000 shares with a fair value of $134,960 as compensation to consultants. · 4,587,156 shares with a fair value of $20,183 to settle a $40,000 payable. The Company recognized a gain on settlement of liabilities of $19,817. · 1,545,000 shares with a fair value of $13,042 as deferred financing fees · 4,960,000 shares in exchange for warrants for a total consideration of $496,000 (see Note 11). · 5,000,000 shares with fair value of $66,500 in connection with the acquisition of Net D’s assets (see Note 5). · 44,189,102 common shares were issued for the conversion of debt, accrued interest and associated fees of $121,958.

~~NOTE~~As 11of –January ~~STOCK~~31, ~~PAYABLE~~2017, and 2016, 2,357,089,633 and 261,863,258 shares of common stock were issued and outstanding, respectively.

~~Investor payable~~ F-27 ~~common~~Table ~~shares~~of Contents

InWarrants ~~December 2013~~ and January 2014, the Company entered into stock purchase agreements with third parties for 100,000 and 250,000 Series B Preferred shares, respectively, for a total consideration of $100,000 and $250,000, respectively. The Company was unable to issue the preferred shares and has accounted for the amounts received as investor payable.Options

~~The Company also issued 8,000,000 Preferred B~~ Warrants with the acquisition of Poker Junkies LLC. These Preferred Series B Warrants once exercised would require the Company to issue Series B Preferred shares. From November 2013 through January 31, 2014 the Company issued 1,028,000 of Series B Preferred stock valued at $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 valued at $699,200 for the exercise of the Preferred B warrants. On June 18, 2014 the Company rescinded this transaction due to the failure of the holder to deliever the Preferred B warrants. The Company decided to issue common shares in lieu of issuing the Series B Preferred shares related to the acquisition of Poker Junkies LLC and those issued in connection with the stock purchase agreements disclosed above. The Company agreed to issue common stock at 125% of the value of the Series B Preferred shares. During the years ended January 31, 2016 and 2015, the Company issued 4,960,000 and 9,232,000 common shares, respectively, for a total consideration of $496,000 and $923,200, respectively.

As of January 31, ~~2016~~2017, and ~~2015~~2016, ~~investor~~there ~~payable~~are –no ~~common~~warrants ~~stock totaled $658,000 and $1,154,000, respectively~~outstanding.

~~Preferred Stock Payable~~Options

OnThe ~~October 30, 2014, the~~ Company ~~recorded~~has $19,~~000~~100,000 asoptions ~~preferred~~issued ~~share~~in ~~payable~~connection ~~which~~with ~~shall be converted to 1 Series C Preferred share for~~ the acquisition of Webrunner. ~~On April 9, 2015, the Company issued 1 Series C Preferred Share to settle this payable.~~

OnDuring ~~December~~year 21ended January 31, ~~2015~~2017, the Company ~~recorded~~entered ~~preferred~~into ~~stock~~three ~~payable~~separate agreements with consultants to provide the Company with consulting services in exchange for options of ~~$13~~17,~~438~~000,000, ~~for~~5,000,000 13and 17,~~437~~000,~~500~~000 ~~Series~~with Ban ~~Preferred~~exercise ~~shares~~price ~~related~~of to$0, respectively. The options can be exercised by the ~~acquisition~~holder any time prior to June 30, August 31, and September 30, 2016. These options were tainted as a result of the ~~assets~~convertible ofnotes ~~Net~~with Dvariable conversion rates (see Note 57) ~~since~~and were accounted for as derivative instruments at the time of issuance. The fair value of the derivatives related to the options amounting to $177,000 was recorded as stock compensation expense during the year ended January 31, ~~2016~~2017, ~~the~~with ~~Company~~a ~~did~~corresponding ~~not~~credit ~~have~~to ~~sufficient~~derivative ~~unissued~~liability ~~Series~~(see BNote ~~preferred shares~~11).

AsOn ofOctober ~~January~~21, 312015, ~~2016~~the Company entered into two separate agreements with consultants to provide the Company with consulting services in exchange for common shares of 20,000,000 and 7,000,000, respectively. In November 2015, ~~preferred~~the Company amended these two agreements. As a result of the amendment, the Company issued 27,000,000 stock ~~payable~~options ~~totaled~~with an exercise price of $130.005 per share instead of the common shares. The options can be exercised by the holder any time prior to December 1,~~438~~ 2016. These options were tainted as a result of the convertible notes with variable conversion rates (see Note 9) and were accounted for as derivative instruments at the time of issuance. The fair value of the options amounting to $1340,~~000~~200 was recorded as stock compensation expense during the year ended January 31,~~000~~ 2016, ~~respectively~~with a corresponding credit to derivative liability (see Note 11).

~~NOTE~~During 12the –year ~~EQUITY~~ended January 31, 2017, 41,000,000 options were exercise and the corresponding derivative liability at the date of exercise of $159,000 was credited to additional paid in capital.

~~Amendment~~During tothe ~~Articles~~year ended January 31, 2017, 25,000,000 options were forfeited, as a result, the company recorded gain on change in fair value of ~~Incorporation~~derivative orof ~~Bylaws~~$81,472.

OnThe ~~January~~following 7,table ~~2016,~~summarizes ~~the~~information ~~Company~~relating ~~filed a Certificate of Amendment with the state of Nevada,~~ to ~~the~~outstanding ~~Company’s~~and ~~Articles~~exercisable ~~of Incorporation, to increase the number of authorized shares of capital~~ stock tooptions ~~1,500,000,000~~as ~~shares. With 1,400,000,000 shares~~ of ~~common~~January ~~stock~~31, ~~par value $0.001 and 100,000,000 shares of preferred stock, par value $0.001.~~2017:

Preferred Stock

	Options Outstanding
				Weighted Average
	Shares			Exercise Price

Outstanding, January 31, 2015		9,100,000		$	0.10
Granted		27,000,000		$	0.005
Exercised		-		$	-
Forfeited/canceled		-		$	-
Outstanding, January 31, 2016		36,100,000		$	0.03

Granted		39,000,000		$	-
Exercised		(41,000,000	)	$	(0.0009	)
Forfeited/canceled		(25,000,000	)	$	-
Outstanding, January 1, 2017		9,100,000		$	0.10

Series A Preferred Stock

Options Outstanding						Options Exercisable
Number of Shares		Weighted Average Remaining Contractual life (in years)		Weighted Average Exercise Price		Number of Shares		Weighted Average Exercise Price
	9,100,000		2.75	$	0.10		9,100,000	$	0.10

The ~~Company~~options ishave ~~authorized~~no tointrinsic ~~issue~~value ~~1,000 shares of series A Preferred Stock~~ at aJanuary ~~par value of $0.001. The terms of the Certificate of Designation of the Series A Preferred Stock~~31, ~~include the right to vote in aggregate, on all shareholder matters equal to 51% of the total vote (“Super Majority Voting Rights”)~~2017. ~~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.~~

43F-28 Table of Contents

~~Table~~Employee ofIncentive ~~Contents~~Bonus Plan

AsOn June 27, 2016, the Company entered into employee agreement with two employees that contain preferred share issuance incentive bonuses based on various sales targets for XTELUS, for the 12- month period ending June 27, 2017. The first award contains cash compensation of ~~January~~$10,000 31per month and the ability to earn 500,000 ~~2016~~shares of Series B preferred stock if XTELUS revenue of $1,000,000 is generated within 12 months. The second award contains cash compensation of $20,000 per month, 5 shares of Series D preferred stock earned on June 27, 2017 (with 1 share earned immediately upon revenue of $100,000 being generated within first six months) and ~~2015~~the ability to earn up to 6,500,000 shares of Series B preferred stock based upon XTELUS revenue targets up to $1,000,000 over 12 months and up to an additional 3,000,000 shares of ~~series~~Series AB preferred stock based upon XTELUS revenue targets up between $1,000,000 and greater than $7,000,000 over 12 months. The Company assessed the probability that the revenue targets will be met and determined that the target revenue will most likely meet $1,000,000 and based on the stock awards, estimated the fair value of 6,500,000 shares of Preferred ~~Stock~~B ~~were~~stock ~~issued~~at $32,500, 5 shares of Preferred D stock at $500,000 and ~~outstanding~~500,000 shares of Preferred B stock at $2,500, respectively. For the year ended January 31, 2017, the Company recognized stock based compensation of $361,000 under these awards, with a corresponding credit to additional paid in capital.

~~Series~~NOTE B14 ~~Convertible~~– ~~Preferred~~COMMITMENTS ~~Stock~~AND CONTINGENCIES

~~On March 11, 2016, the Company amended its Articles of Incorporation to increase the number of preferred shares designated Series B Convertible Shares (the “Series B”)~~Rent from 50,000,000 to 95,000,000. Holders of the Series B Preferred shares shall be entitled to receive dividends or other distributions with the holders of the Company’s common shares on an “as converted” basis when, as, and if declared by the directors of the Company.

The ~~Holders~~lease ~~have~~is ~~the~~related ~~right~~ to ~~convert~~Webrunner ~~each~~business ~~Series~~and Bon ~~Preferred~~October ~~share~~30, at2016, ~~any time after 6 months from~~ the ~~date~~Company ofentered ~~issuance,~~ into ~~fully paid and non-assessable common shares on~~ the ~~basis~~sale of 1Webrunner ~~Series~~business B(See ~~Preferred~~Note ~~share for 1.25 common shares (1:1.25~~6).

~~During~~Rent expense from discontinued operations for the ~~year~~years ended January 31, ~~2016,~~2017 ~~the~~and ~~Company~~2016 ~~issued~~was ~~Series~~$112,229 Band ~~Preferred shares~~$77,633, asrespectively. ~~follows:~~

·Licensing ~~437,500~~Agreement ~~shares~~/ ~~were sold for cash on June 22, 2015 for a total consideration of $17,500.~~Deposit

·On 25June 11,~~000~~ 2014,~~000~~ ~~shares~~we entered into a license and subscription agreement with ~~fair~~Cloud ~~value~~Medical ofDoctor Software Corporation formerly National Scientific Corporation (NSCT) which changed it’s name to Cipher Loc Corporation and ticker symbol to (CLOK) ("Cloud") for $~~415~~1,~~625~~125,000. inThe ~~connection~~agreement ~~with~~grants to us a non-exclusive encryption license agreement which entitles us to utilize Cloud's encryption software solution within the ~~acquisition~~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 ~~Net~~our ~~D’s~~platform ~~assets~~from ~~(see~~hackers ~~Note~~and 5)other privacy intrusion vehicles. OfCipherLoc ~~this~~has ~~amount~~various features that will further protect our members and end users of our web developed platform. As of January 31, 2016, the ~~par~~software ~~value~~has not been delivered to the Company and as such the cash paid for the encryption licensing agreement of $131,~~438~~125,000 ~~related~~has tobeen accounted as a deposit. During the 13year ended January 31,~~437~~ 2016,~~500~~ ~~shares~~the inCompany ~~excess~~wrote off 50% of the ~~authorized~~deposit ~~shares~~amounting atto $562,500 to impairment expense and during the year ended January 31, ~~2016~~2017, isthe ~~reported~~Company aswrote ~~preferred~~off ~~stock~~the ~~payable~~rest inof 50% of the ~~consolidated~~deposit ~~balance~~amounting ~~sheets~~to $562,500 to impairment expense.

~~· 5,000,000 shares with a fair value of $54,375 in connection with the acquisition of Connexum (see Note 5).~~Contingency

· 25,000,000 shares with a fair value of $415,625 as settlement of amounts due to the CEO totaling $438,854. As a result, the Company recorded a loss on settlement of liabilities of $2,976,771 (see also below).StoneRidge

·Gawk 8contracted Stoneridge Capital,~~000~~ LLC. (“Stoneridge”) for Finance and Business Development services within the entertainment and technology sector that applies to Company’s business model. Subsequent to signing these agreements Gawk pivoted the company’s focus from the streaming media market to the telecommunications sector at which point Stoneridge’s services were no longer needed nor had any services to that point been received by the Company. Pursuant to the agreement, Gawk agreed to pay Stoneridge $750,000 ~~shares~~but ~~were~~feel ~~sold~~this ~~for~~amount ~~cash~~is innot owing. As of January ~~2016~~31, ~~for~~2017 aand ~~total~~2016, ~~consideration~~$750,000 ofand $30250,000 was recorded in accounts payable, respectively.

AsF-29 ofTable ~~January 31, 2016 and 2015, 50,000,000 and 0 shares~~ of ~~Series B Preferred Stock were issued and outstanding, respectively.~~Contents

~~Series~~Windstream CHoldings, ~~Convertible Preferred Stock~~Inc.

~~The~~At ~~Series~~the Ctime ~~Preferred~~of ~~Stock~~acquisition ~~consists~~ of ~~100~~Connexum, ~~shares~~Windstream Holdings, atInc. ("Windstream"), a ~~par~~provider ~~value~~ of ~~$0.001~~voice ~~per~~and ~~share~~data network communications, ~~with~~and ~~certain~~managed ~~rights~~services, ~~privileges~~to businesses in the United States, claimed ~~preferences~~that ~~and~~Connexum ~~restrictions~~owed asthem ~~set~~$600,000, ~~forth~~which incharges ~~Series~~Connexum Cdenies. ~~Preferred~~In ~~Stock~~2015, ~~Certificate~~Connexum ofcontracted ~~Designation~~with Windstream to purchase high cost long distance services. ~~Holders~~ ofWhen receiving the ~~Series~~initial Cinvoices ~~Preferred~~Connexum ~~shares~~noticed ~~shall~~the bebill ~~entitled~~was tonot ~~receive~~what ~~dividends~~was orexpected ~~other~~and ~~distributions~~issued ~~with~~a dispute for the ~~holders~~incorrect ofcharges and paid the ~~Company’s~~non-disputed ~~common~~amount ~~share~~of onjust anover ~~“as~~$20,000. ~~converted”~~Then, ~~basis~~without ~~when~~notice, asWindstream turned off services. Shortly thereafter Windstream and ifConnexum disputed over high cost traffic. Windstream continued to bill Connexum for many months even after disconnecting its service, ~~declared~~which byended up totaling nearly $580,000 of disputed fees. At the ~~directors~~time of disconnection, there was approximately $20,000 in actual unpaid usage fees. It is unlikely that the Company would pay these fees. Windstream has not threatened litigation at this point and Connexum is actively working to settle the disputed amount.

~~Each~~On ~~share~~May of25, ~~the Series C Preferred Stock shall be convertible~~2016, at the ~~option~~ ofCompany ~~the~~reached ~~holder~~a ~~thereof~~settlement ~~and~~with ~~subject~~Windstream tofor ~~notice~~$20,000, ~~requirements~~which ~~at any time following 12 months from~~ the ~~issuance~~Company ~~of such shares, into such number of fully~~ paid ~~and~~during ~~non-assessable~~the ~~common~~year ~~shares~~ended ~~worth~~January $131,~~000,000~~ 2017.

~~During~~Tarpon ~~the~~Bay ~~year~~Partners ~~ended January 31, 2016, the Company issued Series C Preferred shares, as follows:~~LLC

·On 1May ~~share~~26, to2016, ~~settle~~Tarpon Bay Partners, LLC (“Tarpon Bay”) initiated action against the ~~preferred~~Company ~~stock~~in ~~payable~~New ofYork $1State Supreme Court,~~000~~ case #652178/2016. The company and Tarpon Bay Partners,~~000~~ ~~recorded~~LLC reached a settlement on December 29, 2016 and the Company paid $50,000 in ~~connection~~accordance with the ~~acquisition~~settlement ~~of Webrunner~~agreement.

·John ~~3 shares with a fair value of $3,000,000 in connection with the acquisition of Net D’s assets (see Note 5).~~Boritz

·On 3or ~~shares~~about ~~with~~November 11, 2016 a ~~fair~~verified ~~value~~complaint ofwas ~~$3,000,000~~filed asin ~~settlement~~the ofCircuit ~~amounts~~Court ~~due~~for toHoward ~~the~~County, ~~CEO~~Maryland ~~totaling~~being ~~$438,854.~~case Asnumber aC-16-107586-DT ~~result,~~against the Company ~~recorded~~by aan ~~loss~~investor onknown ~~settlement~~as ofJohn ~~liabilities~~Boritz. ofThe ~~$2,976,771~~Company intends to fervently defend the foregoing action.

OnNOTE ~~April~~15 ~~11,~~– ~~2014,~~INCOME the Company and Doyle Knudson entered into a Series C Preferred Stock Purchase Agreement dated as of April 10, 2014, pursuant to which the Company sold 7 Series C Preferred shares for an aggregate purchase price of $3,300,000.TAXES

44The benefit for income taxes from continued operations for the years ended January 31, 2017 and 2016 consist of the following:

Table of Contents

	Year Ended
	January 31,
	2017			2016
Current:
Federal	$	-		$	-
State		-			-

Deferred:
Federal	$	871,182		$	531,744
State		230,607			140,756
		1,101,789			672,500
Valuation allowance		(1,101,789	)		(672,500	)
Provision benefit for income taxes, net	$	-		$	-

AsF-30 ofTable ~~January 31, 2016 and 2015, 14 and 7 shares~~ of ~~Series C Preferred Stock were issued and outstanding, respectively.~~Contents

~~Common~~The ~~stock~~difference between income tax expense computed by applying the federal statutory corporate tax rate and actual income tax expense is as follows:

The Company is authorized to issue 1,400,000,000 shares of common stock at a par value of $0.001.

	January 31,
	2017			2016

Statutory federal income tax rate	(34%		)	(34%		)
State income taxes and other		9	%		9	%
Change in valuation allowance		34	%		34	%
Effective tax rate		-			-

~~During~~Deferred income taxes result from temporary differences in the ~~year~~recognition ~~ended~~of ~~January~~income ~~31,~~and ~~2016,~~expenses for the ~~Company~~financial ~~issued~~reporting ~~common~~purposes ~~shares,~~and asfor ~~follows~~tax purposes. The tax effect of these temporary differences representing deferred tax asset and liabilities result principally from the following:

	January 31,
	2017			2016

Net operating loss carryforward	$	4,517,999		$	3,416,210
Valuation allowance		(4,517,999	)		(3,416,210	)
Deferred income tax asset	$	-		$	-

·Deferred 21income taxes result from temporary differences in the recognition of income and expenses for the financial reporting purposes and for tax purposes. The Company has a net operating loss carryforward of approximately $10,~~000~~507,000 ~~shares~~available ~~with~~to aoffset ~~fair~~future ~~value~~taxable income through 2035. For income tax reporting purposes, the Company’s aggregate unused net operating losses are subject to limitations of ~~$161~~Section 382 of the Internal Revenue Code,~~100~~ as ~~compensation~~amended. Under the Tax Reform Act of 1986, the benefits from net operating losses carried forward may be impaired or limited on certain circumstances. Events which may cause limitations in the amount of net operating losses that the Company may utilize in any one year include, but are not limited to, ~~board~~a ~~members~~cumulative ~~and~~ownership ~~employees~~change of more than 50% over a three-year period. The consolidation of any limitations that may be imposed for future issuances of equity securities, including issuances with respect to acquisitions have not been determined. The Company has provided a valuation reserve against the full amount of the net operating loss benefit, because in the opinion of management based upon the earning history of the Company; it is more likely than not that the benefits will not be realized.

·For 16the years ended January 31,~~150~~ 2017 and 2016,~~000~~ ~~shares~~the ~~with~~difference abetween ~~fair~~the ~~value~~amounts of ~~$134,960~~income astax ~~compensation~~expense or benefit that would result from applying the statutory rates to ~~consultants~~pretax income to the reported income tax expense of $0 is the result of the net operating loss carryforward and the related valuation allowance.

·The ~~4,587,156~~Company ~~shares~~anticipates ~~with~~it will continue to record a ~~fair~~valuation ~~value~~allowance against the losses of ~~$20~~certain jurisdictions,~~183~~ toprimarily ~~settle~~federal aand ~~$40~~state,~~000~~ ~~payable~~until such time as it is able to determine it is “more-likely-than-not” the deferred tax asset will be realized. Such position is dependent on whether there will be sufficient future taxable income to realize such deferred tax assets. The Company’s ~~recognized~~effective atax ~~gain~~rate may vary from period to period based on ~~settlement~~changes ofin ~~liabilities~~estimated oftaxable ~~$19~~income or loss by jurisdiction,~~817~~ changes to the valuation allowance, changes to federal, state or foreign tax laws, future expansion into areas with varying country, state, and local income tax rates, deductibility of certain costs and expenses by jurisdiction.

·Tax ~~1,545,000~~returns ~~shares~~for ~~with~~the ayears ~~fair~~ended ~~value~~2011 ofthrough ~~$13~~2017,~~042~~ asare ~~deferred~~subject ~~financing~~to ~~fees~~examination.

·F-31 ~~4,960,000~~Table ~~shares in exchange for warrants for a total consideration~~ of ~~$496,000 (see Note 11).~~Contents

·NOTE ~~5,000,000~~16 ~~shares~~– ~~with~~RELATED ~~fair~~PARTY ~~value of $66,500 in connection with the acquisition of Net D’s assets (see Note 5).~~TRANSACTIONS

·During ~~44,189,102~~the ~~common~~years ~~shares~~ended ~~were~~January ~~issued~~31, ~~for~~2017 ~~the~~and ~~conversion of debt~~2016, ~~accrued~~the ~~interest~~CEO ~~and~~advanced ~~associated~~the ~~fees~~Company cash of $~~121~~200,~~958~~ and $0, respectively.

During the ~~year~~years ended January 31, ~~2015~~2017, the Company ~~issued~~paid ~~common~~a ~~shares~~total of $218,500 asconsulting ~~follows:~~fees to Scrip2Screen, an entity owned by Scott Kettle.

·On 9January 31,~~232~~ 2017,~~000~~ the Company issued 2 Series C Preferred shares with a fair value of ~~common~~$2,000,000 ~~stock~~as ~~valued~~settlement atof amounts due to the ~~trading~~CEO ~~prices~~and CFO totaling $435,200. As a result, the Company recorded a loss on settlement of liabilities of $01,564,800.10 The Company leases executive housing for ~~value~~the CFO and rent expense of $~~923~~44,~~200~~000 ~~for~~was ~~conversion~~also ~~from~~settled ~~Series~~by Bthe ~~Preferred~~issuance ~~Stock~~of this preferred stock.

·On ~~500~~December 21, 2015, the Company issued 25,000,000 Series B Preferred shares with a fair value of ~~common~~$415,625 ~~stock~~and ~~valued~~3 atSeries ~~the~~C ~~trading~~Preferred ~~price~~shares ofwith ~~$0.10~~a ~~for~~fair value of $503,000,000 ~~for~~as ~~services~~settlement ~~rendered~~of amounts due to the CEO totaling $438,854. As a result, the Company recorded a loss on settlement of liabilities of $2,976,771.

·As ~~Cancelled~~of ~~150~~January 31,~~000~~ 2017,~~000~~ ~~common~~and ~~shares with par value of $150~~2016,~~000,~~ ~~which~~the ~~were~~amount ~~surrended~~owed byto athe ~~Company~~CEO ~~controlled~~and byCFO ~~our~~was ~~CEO~~$0 and is$0, ~~a related party~~respectively.

As of January 31, 2017, and 2016, the Company has outstanding notes payable to Net D totaling to $773,599 and ~~2015~~$1,257,250, ~~261~~respectively,~~863~~ in connection with the Company’s acquisition of Connexum and certain assets of Net D (see Note 8). The sole owner of Net D is a director the Company. Net D also performs certain services for the Company in connection with the latter’s Carrier Services business. During the year ended January 31,~~258~~ 2017 and ~~161~~2016,~~732,000~~ ~~shares~~the Company incurred total fees in connection with such services of ~~common~~$63,334 ~~stock~~and ~~were~~$133,436, ~~issued~~respectively. As of January 31, 2017, and 2016, the Company has an outstanding payable to Net D of $235,917 and $27,942, respectively.

~~Warrants~~NOTE ~~and~~17 ~~Options~~– SUBSEQUENT EVENTS

~~Warrants~~Subsequent to January 31, 2017 through September 28, 2017, the Company had the following transactions:

As · Issued an aggregate of ~~January~~3,985,956,874 31common shares were issued for the conversion of debt, ~~2016~~accrued interest and ~~2015~~associated fees of $214,708. · ~~there~~The ~~are~~Company noassigned ~~warrants~~11 ~~outstanding~~notes with principal amounts and accrued interest totaling to $301,324 to one lender which resulted to the payment of settlement premiums amounting to $90,397. · On March 30, 2017, the Company entered into a Settlement Agreement with the former directors and officers of Webrunners. · On February 27, 2017, the Company entered into an equity financing agreement. The Company shall issue and sell to the Investor, and the Investor shall purchase from the Company, up to that number of Shares having an aggregate Purchase Price of $7,000,000.

~~Options~~F-32 Table of Contents

~~The~~Item ~~Company has~~ 9~~,100,000~~. ~~options~~Changes ~~issued~~ in ~~connection~~and ~~with~~Disagreements ~~the~~With ~~acquisition~~Accountants ofon ~~Webrunner~~Accounting ~~(see~~and ~~Note~~Financial ~~5).~~Disclosure

OnThere ~~October~~were ~~21,~~no ~~2015,~~disagreements ~~the~~related ~~Company entered into two separate agreements with consultants~~ to ~~provide~~accounting ~~the~~principles ~~Company~~or ~~with consulting services in exchange for common shares of 20~~practices,~~000,000~~ ~~and~~financial ~~7,000,000,~~statement ~~respectively. In November~~disclosure, ~~2015,~~internal ~~the~~controls ~~Company~~or ~~amended~~auditing ~~these~~scope ~~two~~or ~~agreements. As~~procedure aduring ~~result of~~ the ~~amendment,~~two ~~the~~fiscal ~~Company~~years issued 27,000,000 stock options with an exercise price of $0.005 per share instead of the common shares. The options can be exercised by the holder any time prior to December 1, 2016. These options were tainted as a result of the convertible notes with variable conversion rates (see Note 9) and ~~were~~interim ~~accounted for as derivative instruments at the time of issuance~~periods. The fair value of the options amounting to $340,200 was recorded as stock compensation expense during the year ended January 31, 2016, with a corresponding credit to derivative liability (see Note 10).

~~The~~Item ~~following~~9A. ~~table~~Controls ~~summarizes information relating to outstanding~~ and ~~exercisable stock options as of January 31, 2016:~~Procedures

Options Outstanding							Options Exercisable
Number of Shares		Weighted Average Remaining Contractual life (in years)		Weighted Average Exercise Price			Number of Shares		Weighted Average Exercise Price
	9,100,000		3.75		$	0.10		9,100,000		$	0.10
	27,000,000		0.84		$	0.005		27,000,000		$	0.005
	36,100,000		1.57		$	0.03		36,100,000		$	0.03

Evaluation of Effectiveness of Disclosure Controls and Procedures

~~The~~Under ~~options~~the ~~have~~supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted an ~~intrinsic~~evaluation ~~value~~of atthe effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act). Based on this evaluation, our Chief Executive Officer and Chief Financial Officer, as of January 31, ~~2016~~2017, ofconcluded ~~$59~~that our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) are not effective to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act was recorded,~~400~~ processed, summarized, and reported within the time periods specified in SEC rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure for the reasons noted below.

45Management's Report on Internal Control Over Financial Reporting

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

~~NOTE~~Our 13internal –control ~~COMMITMENTS~~over ~~AND~~financial ~~CONTINGENCIES~~reporting includes those policies and procedures that;

~~Rent~~ Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of our company; and

~~Rent~~Provide ~~expense~~reasonable ~~for~~assurance ~~the~~that ~~years~~transactions ~~ended~~are ~~January~~recorded ~~31,~~as ~~2016~~necessary ~~and~~to ~~2015~~permit ~~was~~preparation ~~$82,486~~of ~~and~~financial ~~$19~~statements in accordance with generally accepted accounting principles,~~311,~~ ~~respectively.~~and

Months of Term or Period (Beginning March 1, 2013)	Monthly Rate Per Rentable Square Foot	Monthly Basic Rent (rounded to the nearest dollar)
1 to 12	$2.13	$5,534
13 to 24	$2.23	$5,794
25 to 36	$2.33	$6,053
37 to 48	$2.43	$6,313
49 to 60	$2.54	$6,599

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

~~Minimum~~Provide ~~future~~reasonable ~~rental~~assurance ~~payments~~regarding ~~under~~prevention ~~operating~~or ~~leases~~timely asdetection of ~~January~~unauthorized 31acquisition, ~~2016:~~use or disposition of our assets that could have a material effect on the financial statements.

	Amount
2017	$	75,496
2018		78,902
2019		6,599
Thereafter		-
Total minimum lease payments	$	160,997

As of January 31, 2017, management conducted an evaluation of the effectiveness of internal control over financial reporting based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this evaluation, management concluded that our internal control over financial reporting for that period was not effective.

~~Licensing~~19 ~~Agreement~~Table /of ~~Deposit~~Contents

OnManagement ~~June~~has ~~11,~~identified 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

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