UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.20549
FORM 10-K/A
x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the Fiscal Year Ended January 31, 2014
OR
o TRANSITION REPORT PURSUANT 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 Number: 333-180611
Gawk, Incorporated
(Name of small business issuer as specified in its charter)
(Formerly Media Mechanics, Inc.)
| Nevada | 33-1220317 | |
| State of Incorporation | IRS Employer Identification No. |
5300 Melrose Avenue, Suite 42
Los Angeles, CA 90038
(Address of principal executive offices)
(888) 754-6190
(Issuer’s telephone number)
Securities registered under Section 12(b) of the Exchange Act:
None
Securities registered under Section 12(g) of the Exchange Act:
Common Stock, $0.01 par value per share
(Title of Class)
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. o Yes x No
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. o Yes x No
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 past 90 days. Yes o No x
Indicate by check mark whether 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-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes o No x
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) 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. o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
| Large accelerated filer | ¨ | Accelerated filer | ¨ |
| Non–Accelerated filer | ¨ | Small reporting company | x |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b–2 of the Exchange Act). Yes o No x
Aggregate market value of the voting stock held by non-affiliates: $147,000,000 as based on the closing price of the stock on July 11, 2014. The voting stock held by non-affiliates on that date consisted of 147,000,000 shares of common stock.
Documents Incorporated by Reference: None
EXPLANATORY NOTE – AMENDMENT
The sole purpose of this Amendment to the Registrant’s Annual Report on Form 10-K for the period ended January 31, 2014 (the “10-K”) is to correct exhibit 10.6 Consulting Agreement with BCMG Entertainment, Inc. dated June 10, 2014. The Registrant inadvertently attached the incorrect exhibit A of that consulting agreement.
No other changes have been made to the 10-K and this amendment has not been updated to reflect events occurring subsequent to the filing of the 10-K.
| 2 |
SIGNATURES
In accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, there unto duly authorized.
| Gawk, Inc. | ||
| Registrant | ||
| Date: September 3, 2014 | By: | /s/ Scott Kettle |
| Scott Kettle | ||
| Director, Chief Executive Officer (Principal Executive Officer), President | ||
| Date: September 3, 2014 | By: | /s/ Scott Kettle |
| Scott Kettle | ||
| Principal Accounting Officer, Treasurer |
In accordance with the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Company and in the capacities and on the dates indicated.
| Date: September 3, 2014 | By: | /s/ Scott Kettle |
| Scott Kettle | ||
| Director |
| Date: September 3, 2014 | By: | /s/ Michael Selsman |
| Michael Selsman | ||
| Director |
| Date: September 3, 2014 | By: | /s/ Chris Hall |
|
Chris Hall Director |
3
Exhibit 10.6
Exhibit A (Services)
The Services to be provided by Consultant (BCMG) are as follows within the entertainment and technology sector that applies to Company’s business model:
| 1. | Identify and vet potential acquisitions |
| 2. | Identify and vet potential Joint Ventures |
| 3. | General consulting and guidance on business development |
Web: http://gawk.com |
 |
Email: info@gawk.com |
|
Phone: (888) 754-6190 |