0001213900-15-000074.txt : 20150518 0001213900-15-000074.hdr.sgml : 20150518 20150107101707 ACCESSION NUMBER: 0001213900-15-000074 CONFORMED SUBMISSION TYPE: CORRESP PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20150107 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Gawk Inc. CENTRAL INDEX KEY: 0001546392 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING, DATA PROCESSING, ETC. [7370] IRS NUMBER: 331220317 STATE OF INCORPORATION: NV FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: 100 WESTERN BATTERY ROAD STREET 2: SUITE 160 CITY: TORONTO STATE: A6 ZIP: M6K3S2 BUSINESS PHONE: 732-509-1212 MAIL ADDRESS: STREET 1: 100 WESTERN BATTERY ROAD STREET 2: SUITE 160 CITY: TORONTO STATE: A6 ZIP: M6K3S2 FORMER COMPANY: FORMER CONFORMED NAME: Media Mechanics, Inc. DATE OF NAME CHANGE: 20120403 CORRESP 1 filename1.htm

Gawk, Inc.

5300 Melrose Avenue, Suite 42

Los Angeles, CA 90038

January 4, 2015

Rebekah Lindsey, Staff Accountant

United States Securities and Exchange Commission

Division of Corporate Finance

Washington, DC 20549

RE:	Gawk Incorporated
	Form 10-K for Fiscal Year Ended January 31, 2014
	Filed August 7, 2014
	Form 10-K/A for Fiscal Year Ended January 31, 2014
	Filed September 3, 2014
	File No. 333-180611

Dear Ms. Lindsey:

Form 10-K for the Fiscal Year Ended January 31, 2014

Please amend your filing to provide certifications that conform exactly to the language in Item 601(b)(31)(i) of Regulation S-K. Specifically, revise your certification to refer to the registrant rather than the small business issuer throughout. Please similarly amend Exhibit 31 filed with your April 30, 2014 and July 31, 2014 Forms 10-Q.

Response:

We have amended exhibit 31 filed for Quarters ended April 30, 2014, July 31, 2014, and October 31, 2014 to incorporate the correct language into our certifications.

EXHIBIT 31.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

PURSUANT TO THE SECURITIES EXCHANGE ACT OF 1934,

RULES 13a-14 AND 15d-14

AS ADOPTED PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Scott Kettle, certify that:

1.	I have reviewed this Annual Report on Form 10-K/Amendment No. 2 for the year ended January 31, 2014 of Gawk, Inc.;

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.	The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

	a.	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

	b.	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

	c.	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

	d.	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.	The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

	a.	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

	b.	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: January 5, 2015	By:	/s/ Scott Kettle
		Name:	Scott Kettle
		Title:	Chairman and Chief Executive Officer
			(Principal Executive Officer)

Form 10-K/A for the Fiscal Year Ended January 31, 2014

We note that you did not include any certifications in the exhibits to your filing. Please file an amendment to include the certification required by Item 601(b)(31)(i) of Regulation S-K.

Response:

We have amended our fiscal year ended January 31, 2014 amendment No. 2 to incorporate the correct language into our certifications.

EXHIBIT 31.2

CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES_OXLEY ACT

I, Scott Kettle, certify that:

1.	I have reviewed this Annual Report on Form 10-K/Amendment No. 2 for the year ended January 31, 2014 of Gawk, Inc.;

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report;

4.	The Registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the small business issuer and have:

	a.	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the small business issuer, including its subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

	b.	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

	c.	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

	d.	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting; and

5.	The Registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant’s auditors and the audit committee of the Registrant’s board of directors (or persons performing the equivalent functions):

	a.	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant’s ability to record, process, summarize and report financial information; and

	b.	Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal control over financial reporting.

By	/s/ Scott Kettle
Scott Kettle, Principle Accounting Officer
January 5, 2014

In responding to our comments, please provide a written statement from the company acknowledging that:

●	the company is responsible for the adequacy and accuracy of the disclosure in the filing;

●	staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and

●	the company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

	Sincerely,

	/s/ Scott Kettle
	Scott Kettle
	Chief Executive Officer